AMENDMENT TO EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC.

AMENDMENT TO
EMPLOYMENT AGREEMENT
THE PRINCETON REVIEW, INC.

          This AMENDMENT to the Employment Agreement (the “Employment Agreement”), dated June 7, 2004, between Xxxxxxx Xxxxxx (“Xxxxxx”) and The Princeton Review, Inc. (“TPR”), is entered into by Xxxxxx and TPR.

          WHEREAS, TPR and Xxxxxx desire to amend the Employment Agreement as set forth herein;

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

          1.          Section 1 of the Employment Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

                       “1.    Job Description:  Xxxxxx shall serve as the Executive Vice President of Finance of TPR, performing such duties as are reasonable and customary for such position within a business of this type, and shall report directly to TPR’s Chief Financial Officer.”

          2.          In the event of termination of Xxxxxx’x employment with TPR for any reason, those options to purchase shares of TPR’s common stock granted by TPR to Xxxxxx that have vested as of the date of such termination shall remain exercisable by Xxxxxx until the expiration date set forth on the stock option grant agreement governing such option. To the extent necessary, each stock option grant agreement from TPR to Xxxxxx is hereby amended to reflect such modifications.

          3.          All other provisions of the Employment Agreement shall remain in full force and effect according to their terms.

Agreed to September 12, 2005

/s/ Xxxx Xxxxxxx		/s/ Xxxxxxx Xxxxxx
Xxxx Xxxxxxx		Xxxxxxx Xxxxxx
Chief Executive Officer, TPR