SERVICES AND LICENSE AGREEMENT

Exhibit 10.1

SERVICES AND LICENSE AGREEMENT

     This Services and License Agreement (the “Agreement”) is entered into on April 27, 2007 between THE PRINCETON REVIEW, INC., a Delaware corporation (“TPR”), and Higher Edge Marketing Services, Inc., a California corporation (“Licensee”).

RECITALS

     A. TPR has operated a division that develops and sells to post-secondary educational institutions (“Educational Institutions”) (i) advertising in the TPR Website and Vanity Books (as defined below); and (ii) the names and certain other data of students who have consented to have their personal information furnished by TPR to the Educational Institutions in which they have expressed interest (“Opt-In Students”). Together, clauses (i) and (ii) constitute the “Marketing Services” business.

     B. Licensee desires to provide (i) accounts receivable management and collection services, (ii) sales, marketing and promotional services to Educational Institutions and related contract management, and (iii) fulfillment and delivery of leads to Educational Institutions (collectively, the “Licensee Business”) to TPR in connection with the Marketing Services business.

     C. TPR desires to engage Licensee to provide services in connection with the Marketing Services business, and Licensee desires to provide such services in exchange for a share of revenues received by TPR from the Marketing Services business, and the parties desire to set forth the terms and conditions of their business relationship with respect to certain future business activities.

AGREEMENT

     1.  Definitions . In this Agreement:

          1.1 “Accounts Receivable” means amounts billed by TPR to customers under a contract as of the date hereof which remain unpaid as of the date hereof.

          1.2 “Aggregate PTO Value” means the aggregate dollar value of the paid time off accrued by the Transferred Employees (as defined in Section 5.1) during their employment by TPR and not used as of the date hereof.

          1.3 “AS Tech Contracts” means those contracts set forth on Schedule 1.3 attached hereto.

          1.4 “AS Tech Contract Receipts” means actual amounts received by TPR pursuant to each AS Tech Contract after April 1, 2007.

          1.5 “Business Information” means the items specified in Schedule 1.5 attached hereto.

          1.6 “Completed Marketing Contract” means a contract for Marketing Services which has been fully performed by TPR as of April 1, 2007.

          1.7 “Completed Marketing Contract Receipts” means actual amounts received by TPR pursuant to each Completed Marketing Contract after April 1, 2007.

          1.8 “Contracts” means the AS Tech Contracts, the Completed Marketing Contracts, the Contracts in Progress and the New Contracts.

          1.9 “Contract In Progress” means a contract for Marketing Services which has not been fully performed as of the date hereof and which is set forth on Schedule 1.9 attached hereto.

          1.10 “Contract in Progress Receipts” means actual amounts received by TPR pursuant to a Contract in Progress after April 1, 2007.

          1.11 “License Agreement” means the Prospect Manager License Agreement dated February 16, 2007, attached hereto as Exhibit A, pursuant to which MRU Holdings, Inc. has granted to TPR a nonexclusive license to use and to sublicense the use of the Prospect Manager software module.

          1.12 “Marks” means the TPR-owned trademarks and service marks shown in Schedule 1.12 to this Agreement.

          1.13 “Materials” means tangible marketing materials, contract forms, advertising, and other materials developed for or historically used in connection with the Marketing Services business, including any translations or other modifications.

          1.14 “Net Licensee Receipts” means (i) actual amounts received by Licensee pursuant to each New Contract, minus cash commissions and royalties paid by Licensee under approved arrangements with third-party traffic providers, plus (ii) any amount paid by TPR to Licensee pursuant to Section 4.1(b).

          1.15 “New Contract” means a contract entered into after the date hereof between Licensee and any Educational Institution pursuant to which Licensee shall provide Marketing Services.

          1.16 “Prospect Manager” means the web-based software module owned by MRU Holdings, Inc. and licensed to TPR pursuant to the License Agreement and which is designed to assist admissions officers in marketing themselves and managing inquiries and communications with Opt-In Students.

          1.17 “TPR Website” means the Internet website at which TPR enables students to interact with Educational Institutions.

          1.18 “Vanity Books” means the titles listed in Schedule 1.18.

     2.  Licensee Services .

          2.1 Completed Contracts . Licensee will manage TPR’s relationships under each AS Tech Contract and Completed Marketing Contract and use its reasonable best efforts to take necessary actions to assist TPR with the collection of Accounts Receivable on behalf of TPR arising under each such contract.

          2.2 Contracts in Progress . Licensee will manage TPR’s relationships under each Contract in Progress and use its reasonable best efforts to perform or manage the performance of each of TPR’s obligations under each Contract in Progress, including, without limitation, the provision of all Marketing Services and the management and collection of Accounts Receivable on behalf of TPR arising under each Contract in Progress.

          2.3 New Contracts . Licensee will use its reasonable best efforts to enter into New Contracts with Educational Institutions to provide the Marketing Services. Licensee will provide TPR with written notice and a copy of each New Contract within 10 days of execution. Licensee shall use a template or form of customer contract substantially similar to a form that has been reviewed and approved by TPR.

          2.4 Additional Obligations .

               a. Licensee will develop and implement all sales, promotion, and marketing activities related to the Marketing Services business.

               b. Licensee will provide all account management with respect to the Contracts (including assistance with collection of information for school profile pages).

               c. Licensee will provide all billing and collection services for each New Contract.

               d. Licensee will create a repository of all selling, marketing and implementation materials (including all variations of email campaigns) that use the TPR name or mark (“Marketing Materials”).

               e. Licensee agrees that upon request TPR shall have the right to review the Marketing Materials at any time and to notify Licensee of its disapproval of any materials. Licensee shall promptly cease using any Marketing Materials that TPR has disapproved. If TPR disapproves three or more items within any 12-month period, TPR may require that Licensee obtain prior approval of all Marketing Materials before their use. TPR’s approval will not be unreasonably withheld or unduly delayed.

               f. Licensee will obtain TPR’s prior approval of any arrangements with third-party traffic providers to drive web users to the TPR Website. TPR will not withhold its approval unless, in TPR’s reasonable judgment, the arrangement is likely to conflict with or interfere with any existing or anticipated arrangements between TPR and the third party or any other third party.

     3.  TPR Services .

          3.1 Vanity Books . TPR will use its reasonable best efforts (i) to continue to publish the Vanity Books, subject to the publishing decisions of the publisher of such books, or (ii) in the event that such Vanity Books are no longer being published, to provide substantially similar advertising inventory in new vanity books as has historically been provided. TPR will notify Licensee of the deadlines for advertising sales and submission of materials within 15 days after TPR becomes aware of the deadlines.

          3.2 Trade Shows . If TPR is exhibiting at a trade show, TPR will provide Licensee space in TPR’s booth to promote the Marketing Services business at no cost to

Licensee. TPR will have no obligation to provide or subsidize trade show space for Licensee at any show at which TPR is not otherwise exhibiting on its own.

          3.3 Facility . TPR will provide Licensee with office space at TPR’s headquarters office and its San Francisco office for use by up to 20 employees of Licensee for the sole purpose of performing Licensee’s obligations hereunder; provided that TPR will not be obligated to provide Licensee more space, access or support than historically provided by TPR for the Marketing Services business and its employees working for such business. TPR will provide the Licensee’s employees with a desk, phones, and computer support similar to the support provided to full-time employees of TPR. TPR will have the right to refuse or limit access to the facility if it reasonably determines that the actions of any of the Licensee’s employees do not comply with the laws, rules and regulations applicable to the use of the facility.

          3.4 Unused Materials . TPR will deliver to Licensee at Licensee’s direction TPR’s inventory of unused Materials as of the date hereof. TPR shall provide the Materials to Licensee at no charge except for the reasonable cost of shipping, if any. TPR will have no responsibility for developing or providing any Materials to Licensee after the date hereof.

          3.5 TPR Website Commitments . The parties acknowledge that the TPR Website is the principal means of developing leads to be sold to customers of the Marketing Services business. Accordingly:

               a. TPR will use its reasonable best efforts (i) to host all web systems necessary for maintaining the TPR Website in form and at levels substantially similar to those historically provided for the Marketing Services business prior to the date hereof and (ii) to maintain availability at 99.0% or greater for the TPR Website and 99.5% for Prospect Manager; provided that TPR will not be responsible for any failure to provide availability of Prospect Manager if such failure arises from the actions of Licensee or modifications made by Licensee to Prospect Manager. TPR’s performance against these service levels shall be measured monthly.

               b. TPR will use its reasonable efforts to increase site traffic levels for the overall TPR Website, registered users and “recruiter” opt-ins in a manner consistent with historical efforts.

               c. TPR shall provide Licensee with access to the technological capacity to send outbound email at substantially the same volume historically available to the Marketing Services business prior to the date hereof. TPR shall make additional capacity available to the Licensee in reasonable proportion to revenue growth of the Marketing Services business after the date hereof.

               d. TPR will update school profile pages within 5 days after its receipt of a change request by the customer, and shall maintain other TPR Website content consistent with TPR’s past practice for the Marketing Services business. TPR will continue to support the products currently provided through the Marketing Services business, with current TPR Website placement and inventory levels (e.g., School Says profiles, Featured Schools, Enhanced Search, any other ads and sponsorship links, etc.).

               e. TPR will provide Licensee with access to a tool or other procedure that allows Licensee employees to migrate inquiry forms, deliver email campaigns, and update/correct client profile data items without assistance from TPR personnel. TPR will

provide such access as soon as practicable but is under no specific deadline. Upon delivery of the tool, TPR will have no further obligation under Section 3.5(e).

               f. TPR will consult with Licensee before making any material change its privacy policy for TPR Website users that adversely affects the Marketing Services business, but any change shall be in TPR’s sole and absolute discretion. If access and use of user data changes in a manner that adversely affects the Marketing Services business, TPR and Licensee agree to negotiate in good faith the royalty provisions or other terms of this Agreement in order to address such effects.

               g. TPR will give Licensee an opportunity to provide feedback on proposed material changes in the design, roadmap and plan of record of the TPR Website relating to the Marketing Services business. TPR and Licensee shall consult with each other in good faith regarding any proposed or actual changes or additions to the TPR Website that may reasonably be expected to affect the operation of the Marketing Services business.

               h. TPR shall provide to Licensee an informal annual report (i) listing TPR’s current and anticipated product offerings; (ii) describing in summary form how TPR plans to implement any new product offerings; (iii) specifying the products which Licensee may market and sell in connection with the Marketing Services business; and (iv) describing in summary form the support that TPR will provide for such marketing activities.

          3.6 No Representation . TPR makes no representation or warranty with respect to the Materials or any AS Tech Contract, Completed Marketing Contract, Contract in Progress or any Account Receivable.

     4.  Payments and Reports .

          4.1 TPR Payments .

               a.  Collection Payments . In consideration for Licensee’s collection services with respect to the AS Tech Contracts, Completed Marketing Contracts and Contracts in Progress, TPR shall pay Licensee an amount in cash equal to 12% of the AS Tech Contract Receipts, Completed Marketing Contract Receipts and Contract in Progress Receipts, respectively.

               b.  Contracts in Progress . In consideration for its efforts in obtaining the Contracts in Progress, TPR shall retain 40% of the Contract in Progress Receipts with respect to each Contract in Progress. The remaining 60% of the Contract in Progress Receipts with respect to each such Contract in Progress shall be allocated between TPR and the Licensee proportionately based on the percentage of the Marketing Services delivered by each party under such Contract in Progress; provided that the maximum amount of Licensee’s portion of the Contract in Progress Receipts shall be $676,055.60, and TPR shall pay the Licensee such amount solely by paying the Licensee an amount in cash equal to 44% of the AS Tech Contract Receipts until Licensee has received such amount, after which TPR shall have no further obligation to pay Licensee under this Section 4.1(b). The amounts paid by TPR to the Licensee pursuant to the prior sentence from the AS Tech Contract Receipts is in addition to the payment set forth in Section 4.1(a) above.

               c.  Payment Procedures . Except as otherwise provided in Section 14, TPR will pay the amounts set forth in this section within 30 days after receipt of the funds by

TPR to an account designated by Licensee in writing.

          4.2 Licensee Payments .

               a.  Royalty . In consideration for TPR’s performance of its obligations under this Agreement in connection with the Contracts in Progress, the New Contracts and the licenses granted in Section 6 and 7 of this Agreement, Licensee will pay TPR the following share of Net Licensee Receipts, subject to the annual minimums specified in the Minimum Payments Table in Section 4.2(c) below:

               b.  Receipts from Non-TPR Sources . In addition to the other payments required by this Agreement, Licensee will pay TPR a royalty of 5% of all receipts received by Licensee that are generated from the sales of any product, good or service of any type to any Educational Institution.

               c.  Minimum Payments . Notwithstanding Sections 4.2(a) and 4.2(b) above, each year during the term of this Agreement Licensee will pay TPR the greater of (i) the minimum payments set forth on Schedule 4.2(c) attached hereto for calendar years 2007-2013 (the “Minimum Payments”) and (ii) the aggregate amount Licensee is obligated to pay TPR pursuant to Sections 4.2(a) and 4.2(b). Licensee shall pay the Minimum Payments as follows:

                    (i) To the extent that Licensee has not paid TPR at least $200,000 pursuant to Sections 4.2(a) and 4.2(b) from the date hereof until September 30, 2007, the Licensee shall pay TPR by October 10, 2007 the amount by which $200,000 exceeds the actual amounts paid by Licensee as of September 30, 2007.

                    (ii) To the extent that Licensee has not paid TPR at least $780,619 pursuant to Sections 4.2(a), 4.2(b) and 4.2(c)(i) from the date hereof until December 31, 2007, the Licensee shall pay TPR by January 1, 2008 the amount by which $780,619 exceeds the actual amounts paid by Licensee as of December 31, 2007.

                    (iii) Beginning January 1, 2008, Licensee shall pay TPR the Minimum Payments quarterly for the rest of the term of this Agreement in accordance with the following sentence. To the extent that by the last day of any fiscal quarter Licensee has not paid TPR an amount equal to one-quarter of the applicable annual Minimum Payment (“Quarterly Minimum”) for such quarter pursuant to Sections 4.2(a) and 4.2(b), the Licensee shall pay TPR within 10 days of the end of such quarter the amount by which the Quarterly Minimum exceeds the actual amounts paid during such quarter.

          4.3 Reports . Within 10 days after the end of each calendar month, Licensee shall submit a report in a form prescribed by or acceptable to TPR, showing the cumulative Net

Licensee Receipts for the applicable period of the calendar year and the royalties then due to TPR hereunder.

          4.4 Due Date . Licensee shall pay to TPR the payments set forth in Sections 4.2(a) and (b) monthly no later than 15 days after the end of each calendar month.

          4.5 Delinquency . If any amounts owed to TPR by Licensee are not paid in full by the due date, TPR will have the right to charge a fee equal to 10% of the overdue amount to reimburse TPR for its administrative costs related to the delinquency. In addition, the overdue amount shall bear interest at the annual rate of 18% (or the maximum rate permitted by applicable law, if less than 18%) from the date such amount was due until paid in full. Unpaid interest charges shall be compounded annually.

          4.6 Payments in United States Currency . Licensee shall make all payments to TPR in U.S. dollars. For purposes of calculating any payments requiring conversion to U.S. dollars, local currency shall be converted to U.S. dollars at the New York selling rate for U.S. dollars quoted by The Wall Street Journal for the last business day of the month preceding the month in which the payment is due. Licensee shall bear the expense of any foreign exchange levy imposed on the purchase of U.S. dollars to comply with this provision.

          4.7 Taxes . All payments hereunder shall be made without deduction for any taxes, except that a paying party shall deduct and pay to the appropriate government authority, on behalf of the payee, any taxes which may be owed by such payee and which payor is obligated by law to withhold. Payor shall provide payee with official receipts or other evidence of payment from such taxing authorities. If payor fails to withhold or to pay such taxes, payor shall indemnify payee for any loss or liability (including penalties, interest, and expenses) occasioned by payor’s failure to withhold or to pay any taxes as required by law. All other taxes and duties imposed now or in the future on payments by payor to payee, including but not limited to stamp taxes, value-added taxes, consumption taxes, and sales taxes, shall be solely payor’s responsibility.

     5.  Employees .

          5.1 Transferred Employees . Licensee shall offer and agree, or shall have offered and agreed, to hire each person set forth on Schedule 5.1 to this Agreement (each, a “Transferred Employee”) effective as of April 13, 2007 at a level of compensation and benefits substantially similar to that of such Transferred Employee while at TPR. Licensee shall have no responsibility with respect to the re-assignment or termination of any employee of TPR’s Admissions Services division who is not listed in Schedule 5.1.

          5.2 Paid Time Off . Licensee will credit each Transferred Employee with the amount of his or her unused, accrued paid time off with TPR as of the date hereof. No later than 60 days after the date hereof, TPR shall pay Licensee the Aggregate PTO Value.

          5.3 Accrued Compensation . TPR shall remain liable for (i) bonuses earned by the Transferred Employees through December 31, 2006 and (ii) commissions earned by the Transferred Employees from January 1, 2007 through the date hereof to the extent not already paid by TPR.

     6.  Prospect Manager .

          6.1 License . TPR hereby grants Licensee a nonexclusive, world-wide, nontransferable, non-sublicensable license to reproduce, publicly display, publicly perform, install, execute, operate, internally transmit and otherwise use the Prospect Manager solely for its use in connection with the Marketing Services business. TPR shall provide Licensee with a number of client access licenses sufficient for providing access to Licensee’s employees solely for Licensee’s internal use. Licensee shall use Prospect Manager only in accordance with the terms and conditions of this Agreement and the License Agreement. This license will terminate automatically if this Agreement or the License Agreement terminates. In addition, TPR may terminate this license without terminating this Agreement if Licensee takes any action or omits to take any action that would cause TPR to be in breach of the License Agreement and fails to cure within the time provided by the License Agreement.

          6.2 General Intent . The intent of this Section 6 is to enable Licensee, after the date hereof, to use Prospect Manager for the Marketing Services business in substantially the same manner that Prospect Manager was used by TPR prior to the date hereof.

          6.3 Modifications . TPR will consider in good faith any proposed modifications to Prospect Manager that Licensee may suggest from time to time (“Modifications”), to the extent TPR determines them appropriate for the Marketing Services business. Upon reasonable request, TPR m