EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC.

1.

Job Description: Exec shall serve as the Chief Financial Officer of TPR, performing such duties as are reasonable and customary for such position within a business of this type, and shall report solely and directly to TPR’s Chairman and Chief Executive Officer.

2.

Compensation & Benefits:  TPR shall pay Exec $290,000 per year (prorated by the number of months employed), increasing annually each February 14th by at least 2%.  Exec shall also receive those medical, dental, life insurance or other benefits made available by TPR to the other senior executives of TPR as a class. He shall also receive a bonus of up to 50% of base salary, based on the “Bonus Calculation” described below in Appendix A and in accordance with the Policy Statement, as amended.  The amount of the bonus paid shall be based on the Bonus Calculation described below in Appendix A, provided, however, that Exec’s bonus for calendar year 2005 shall be determined as follows: (i) Exec’s 2005 base bonus (the “2005 Base Bonus”) shall first be calculated in accordance with Appendix A and (ii) Exec shall receive an amount equal to the 2005 Base Bonus as prorated by the number of months employed by TPR in 2005.

3.

Stock Option Grant:   TPR shall grant Exec an option to purchase 40,000 shares of TPR’s Common Stock, as authorized by TPR’s Compensation Committee, at fair market value as indicated by the closing market price of REVU on Exec’s first day of employment.  These options shall be subject to the terms and conditions of The Princeton Review, Inc. Stock Option Grant attached hereto.

4.

Term:   Exec’s employment shall commence on September 12, 2005.  This Agreement shall expire on February 14 ^th , 2008 but shall be automatically extended for additional two-year periods upon the completion of the initial term and any two-year extension period thereafter until (i) Exec voluntarily terminates employment or (ii) TPR gives contrary written notice to Exec at least 6 months prior to the completion of the initial term or any two-year extension period thereafter.  TPR will not be under any obligation to make additional option grants to Exec, such as those described in paragraph 3 above, for any extension terms of this Agreement unless agreed by TPR and Exec.

5.

Severance Payments and Benefits: If TPR terminates Exec’s employment without Cause, then in addition to the payments provided under Section 5.1 of the Policy Statement, but in lieu of the payments provided under Section 5.3 of the Policy Statement, TPR will pay Exec his base salary plus benefits for an additional nine months.

6.

Right to be connected: Exec will be provided with or be reimbursed for the reasonable cost of cell phone service, DSL or cable modem connection service at his primary residence.

/s/ John Katzman

/s/Andrew Bonanni

John Katzman

Andrew Bonanni

Chairman, TPR

50%

The Princeton Review achieves annual financial objectives as set for by 2005 TPR budget, as attached hereto. Bonus will be paid out according to standard TPR financial bonus matrix as determined annually by TPR.

50%

Goals to be mutually agreed upon by October 15, 2005.  Should Exec and TPR be unable to agree upon mutually agreeable goals, this portion of the bonus goals shall be based upon TPR achieving the financial objectives described above.

1.1.

The CEO or the Board shall decide who will be covered under the Executive Compensation Policy.

1.2.

An executive will not be covered under the Executive Compensation Policy unless he or she has an effective employment agreement that provides for such participation.

2.1.

So long as this Agreement continues in effect, the Executive shall devote full business time and energies to the business affairs, including management and financial responsibilities, of TPR. Further, he or she will use his or her best efforts, skill and abilities to promote their interests, in accordance with guidelines, policies and objectives established by TPR and his or her manager.

2.2.

Any materials, writings, graphics, techniques, methods or products relating or reasonably applicable to TPR business, or any natural extension thereof, which may be developed by the Executive during his or her term of employment with TPR shall inure solely and fully to the benefit of TPR, without any additional compensation to the Executive.

In addition, TPR will be the exclusive owner of all intellectual property rights (including copyrights, patents, trade secrets, trademarks and moral rights) in all of the Executive’s works of authorship, inventions, and other creations, ideas, suggestions and contributions, either standing alone or as part of a collective work, that are within the scope of the Executive’s employment at TPR.  At TPR’s request, the Executive agrees to sign all documents necessary to confirm this agreement and to secure and perfect TPR’s interest in such rights.  The Executive acknowledges that during his or her

employment with TPR, he or she may have had otherwise prohibited access to trade secrets and other oral or written information and materials that are confidential in nature and proprietary to TPR.  The Executive will not, at any time, whether during or after the term of employment, directly or indirectly, by any means or devices whatsoever, copy, retain, disclose, use, or permit the use of or access to any confidential business information, except as may be required in the performance of the Executive’s duties for TPR.  Upon termination or expiration of employment with TPR, the Executive will immediately turn over to TPR all copies of any confidential business information in his or her possession or control.

2.3.

In the event of a breach or threatened breach by the Executive of any provision of this Agreement which would be difficult to measure in terms of monetary damages, including, but not limited to, the disclosure of confidential business information, or the unauthorized rendering of services to any person or firm engaged in a business competitive with that of TPR or its franchises as described in Section 2.4 below, TPR shall by agreement of the parties be entitled to obtain a restraining order, injunction and all other appropriate equitable remedies in addition to other applicable remedies provided by applicable law. It is expressly agreed that the Executive’s obligation to maintain the confidentiality of the business of TPR and its franchises, which are not matters of general public knowledge, will survive the termination of this Agreement.

2.4.

The Executive agrees that his or her services provided to TPR are of a special, unique and intellectual character, and the Executive’s position with TPR places him or her in a position of confidence and trust with the business, customers and employees of TPR and its affiliates. Accordingly, the Executive agrees during the term of this Agreement and for a period of eighteen (18) months following the expiration or termination of this Agreement not to:

2.4.1.

engage in any capacity, in the business of providing assistance with or professional training for state standards and assessments, preparation for standardized examinations, or the college, professional school, or graduate school admissions process, without the advance written consent of TPR, or

2.4.2.

solicit the services of any employee of TPR or any of its franchises (or any individual employed by TPR or any of its franchises within the then most recent 12 months) or take any action that results, or might reasonably result, in any employee ceasing to perform services for TPR or any of its franchises and commencing to perform services for the Executive or any person or entity associated with the Executive. If the Executive breaches this Section 2.4, he or she will immediately forfeit as of the time of such breach the right to receive any severance payments or benefits under this Agreement and forfeit the gain from any stock options exercised following a termination of employment.  In addition, TPR will be entitled to require that the Executive repay to TPR the value of any such payments or benefits previously paid to the Executive and to pursue any additional remedies at law or equity, including, without limitation, those contemplated by Section 2.3 above.

2.5.

If any provision of this Section 2 is found to be void or unenforceable, in whole or in part, then the remainder of the provisions of this Section 2 will remain in full force and effect and in no way be affected or impaired, and the provision so found to be void or unenforceable will be deemed modified in amount, duration, scope or otherwise to the minimum extent necessary such that such provision shall not be void or unenforceable and, as so modified, will remain in full force and effect.

3.1.

The Agreement has an initial one-year term, which will automatically be extended for additional two-year periods upon the completion of the initial one-year term or any two-year extension period thereafter until (i) the Executive voluntarily terminates employment or (ii) TPR gives contrary written notice to the Executive at least 60 days prior to the completion of the initial one-year term or any two-year extension period thereafter.

3.2.

Base annual salary is payable in 26 equal bi-weekly installments.

3.3.

The Executive may be eligible for an annual bonus in accordance with The Princeton Review Bonus Policy, attached hereto as Exhibit A.

3.4.

A health insurance plan comparable to the best plan being provided on a current basis to management executives of TPR or other TPR employees.

3.5.

Other benefits such as 401(k), cafeteria plan, educational reimbursement and such others as may be provided to other management personnel of TPR or other TPR employees.

3.6.

Three weeks of paid vacation.

4.1.

TPR may terminate the Executive’s employment for Cause.

4.2.

TPR may terminate the Executive’s employment due to his or her “Disability.” For purposes of this Agreement, the Disability of the Executive shall mean that the Executive shall fail to perform the duties of employment because of illness or incapacity to perform for 90 successive days, or for shorter periods aggregating 90 days or more in any consecutive 12-month period (the “Periods of Disability”).  In no event will the Executive’s absence from work on an approved maternity or paternity leave be counted as a Period of Disability.

4.3.

This Agreement shall terminate immediately upon the Executive’s death.

4.4

If the Executive voluntarily terminates without Adequate Notice, any stock options granted to the Executive shall immediately terminate upon the Executive’s termination of employment.

5.1.

If the Executive’s employment terminates for any reason during the term of the Agreement, the Executive will be entitled to receive his or her salary through the date of termination (and a cash payment for vacation accrued to that date).

5.2.

If TPR terminates the Executive’s employment due to his or her Disability, then, in addition to the payments provided under Section 5.1 above (which will include the salary accrued by the Executive during the Period(s) of Disability), the Executive will also continue to receive base salary for a period of six months following the date of termination, minus any other Disability benefits provided by TPR to the Executive during this period. Payment under this Section 5.2 will, however, immediately cease upon the Executive’s return t