The Princeton Review, Inc. 2315 Broadway New York, NY 10024

The Princeton Review, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000

February 1, 2007

Xxxxx Capital Incorporated		Xxxxxxxxx Xxxx XXX
000 Xxxxxxx Xxxxxx, 0xx Xxxxx		Xxx Xxxxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000		Xxxxxx, XX 00000

Attn:		Xx. Xxxxxx X. Xxxxxxxxx,		Attn: Xxxxxxx X. Xxxxx, Esq.
		Managing Director

Gentlemen:

          Reference is made to that certain Limited Waiver and Second Amendment to Credit Agreement entered into as of November 3, 2006, among The Princeton Review, Inc., the other Loan Parties signatory thereto, the Lenders party thereto and the Administrative Agent, as further amended by our letter agreement dated December 15, 2006 (as amended, the “Second Amendment”). Terms used but not defined herein shall have the meanings as set forth in the Second Amendment or the Credit Agreement.

          This shall reflect our agreement as follows:

          The definition of “Revolver Reduction Date” under the Second Amendment shall hereinafter mean “the date one hundred and twenty (120) days after the Second Amendment Effective Date.”

          Except as amended hereby, the Credit Agreement and the other Loan Documents remain unmodified and in full force and effect.

	Very truly yours, Borrower: The Princeton Review, Inc.
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Chief Financial Officer

	Guarantors: Princeton Review Operations, LLC
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Chief Financial Officer

Agreed and Accepted,

Administrative Agent:

Xxxxx Capital Incorporated

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx Title: Chief Investment Officer

Lenders:

Xxxxx Capital CP Funding LLC

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx Title: Chief Investment Officer

2