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                                                                  Exhibit 10.1



                          NON-RECOURSE PROMISSORY NOTE


$500,000.00                                               New York, New York
                                                          August 15, 2001

               FOR VALUE RECEIVED, Bruce Task ("Task"), an individual residing
at 4 Longford Ct., Warren, NJ 07059, hereby promises to pay to the order of
The Princeton Review, Inc., a Delaware corporation ("TPR"), on a non-recourse
basis, the principal sum of Five Hundred Thousand Dollars ($500,000.00),
payable in four consecutive, equal annual installments with the first payment
to be made on the earlier to occur of (a) the fourth anniversary of the date
funds are first received by Task hereunder and (b) the date 60 days from the
date Task's employment with TPR or an affiliate of TPR terminates for Cause
(as defined in the current Executive Compensation Policy Statement) (either
(a) or (b), as applicable, the "Maturity Date"). The second, third and fourth
annual installments will be payable by Task to TPR on the second, third and
fourth anniversaries of the Maturity Date, respectively (each an
"Anniversary"); provided that TPR will give Task 30-days' written notice in
advance of the Maturity Date and any Anniversary. This Note is executed
contemporaneously with the disbursement of the funds hereunder by TPR to Task,
which shall in no event be more than 10 days after the receipt by TPR of a
request for such funds by Task in substantially the form attached hereto as
Exhibit A.

               Task also promises to pay interest on the outstanding principal
sum hereof (computed on the basis of the actual number of days elapsed over a
year of 365 days) plus accrued interest at an annual rate equal to seven and
three tenths percent (7.3%), compounded annually on the unpaid amount of
principal and accrued interest, from the date funds are first received by Task
hereunder until the date the balance hereof is paid in full. Accrued interest
shall first be payable on the Maturity Date or, if earlier, upon the
occurrence of an Event of Default (as hereinafter defined). Except after
proper notice hereunder of the occurrence of an Event of Default after which
all interest shall be immediately due and payable, the accrued interest
hereunder shall be paid on the same four consecutive dates as the principal is
due, beginning on the Maturity Date in equal annual installments (based upon a
level amortization of all interest payments due hereunder).

               The principal sum hereof, together with all interest thereon,
shall be payable to TPR in lawful money of the United States of America at
TPR's address for notice set forth in this Note or at such location as is
specified by TPR to Task. The receipt of a check shall not, in itself,
constitute payment hereunder unless and until paid in good funds. Whenever any
payment on this Note shall be due on a day which is not a business day, such
payment shall be made on the next succeeding business day and such extension
of time shall be included in the computation of the payment of interest on
this Note.

               The principal amount of this Note, together with all accrued
interest thereon, may be voluntarily prepaid by Task in whole or in part, at
any time and from time to time, without




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premium or penalty. All monies received by TPR from Task from time to time
hereunder shall be applied first to the payment of all accrued but unpaid
interest on the principal amount of this Note, and then to principal. Each
payment hereunder will cause an automatic release of the Collateral subject to
the Pledge Agreement (as defined below) in an amount equal to the lesser of
(i) the percentage amount by which such payment reduces the principal amount
of this Note and (ii) the amount which leaves remaining Collateral in place
with a Fair Market Value (as determined under the Pledge Agreement, as defined
below) on the date of such payment of at least the unpaid amount of principal
and interest to be paid hereunder (assuming the scheduled payments as set
forth above). Within 10 days after any such automatic release of the
Collateral, TPR will deliver to Task the share certificates representing the
released Collateral.

               This Note is secured by the grant of a security interest
pursuant to that certain Pledge and Security Agreement, dated as of the date
hereof (the "Pledge Agreement"), by Task in favor of TPR. This Note and all
Secured Obligations of Task (as defined in the Pledge Agreement) shall be
non-recourse to Task. Notwithstanding any provision hereof or of the Pledge
Agreement to the contrary, no deficiency or other judgment for payment of the
principal hereof, interest thereon or any other amount payable under this Note
or the Pledge Agreement shall be sought or entered by TPR against Task in any
action to enforce this Note or the Pledge Agreement, provided, however, the
foregoing shall not (a) release or impair the lien of the security interest
granted in the Pledge Agreement, (b) affect the rights and remedies of TPR
under the Pledge Agreement, (c) prejudice the rights of TPR under any other
collateral instrument further securing the Secured Obligations, or (d) release
Task from any liability for fraud, misrepresentation or breach of Section 9 of
the Pledge Agreement. If, on the Maturity Date or any Anniversary, the stock
of TPR constituting the Collateral may not be sold by Task either pursuant to
an effective registration statement under the Securities Act of 1933 or the
provisions of Rule 144 under that act, Task may, by notice to TPR, satisfy all
Secured Obligations in full by relinquishing his rights (a) in the Collateral
or (b) in that portion of the Collateral (valued at Fair Market Value as of,
as applicable, the Maturity Date or the Anniversary, as determined under the
Pledge Agreement) necessary to satisfy such obligations with the balance of
the Collateral being forthwith assigned, transferred and delivered by TPR to
Task.

               Task hereby represents and warrants that Task has full power
and authority to execute this Note, that no approvals or consents of any other
party are necessary and that this Note is a binding obligation and is
enforceable in accordance with its terms. Task agrees that his obligations
under this Note are unconditional and not subject to deduction, diminution,
abatement, counter-claim, defense or set-off for any reason whatsoever.

               Upon the occurrence and during the continuance of any of the
events listed below (each, an "Event of Default"), at the option of TPR and in
TPR's sole discretion, TPR may, on 30-days' written notice to Task, declare
all amounts payable pursuant to this Note to be immediately due and payable,
both as to principal and interest (unless such Event of Default shall have
been waived in writing by TPR, which waiver shall not be deemed to be a waiver
of any subsequent Event of Default). Such notice will set forth the total
amount due TPR hereunder. The following events shall constitute an Event of
Default:


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               A.     Failure of Task to pay either the principal or interest
                      on this Note, as such payment becomes due and payable
                      whether at maturity, upon acceleration or otherwise;

               B.     Violation by Task of any representation, warranty or
                      agreement of Task contained herein or in the Pledge
                      Agreement; or

               C.     In respect of Task, (i) a general assignment for the
                      benefit of creditors; (ii) the commencement (voluntary
                      or involuntary) of any proceeding under Title 11 of the
                      U.S. Code or any law of any jurisdiction for the relief,
                      liquidation or rehabilitation of debtors or seeking the
                      appointment of or the taking of possession by a
                      receiver, custodian, trustee, liquidator or similar
                      official of or for him or of or for a substantial part
                      of his assets; (iii) the appointment of or taking of
                      possession by a receiver, custodian, trustee, liquidator
                      or similar official of or for him or of or for a
                      substantial part of his assets; or (iv) the making of
                      any levy on or judicial seizure or attachment of any of
                      the collateral securing the payment of the obligations
                      of Task under this Note or of a substantial part of his
                      other assets which is not discharged, released, vacated
                      or fully bonded within five days after such making.

               Upon any Event of Default, Task will have 5 business days from
the receipt of written notice from TPR to cure such Event of Default, if
curable. If this Note or any installment of principal or interest is not paid
when due, whether at maturity or by acceleration, reasonable and customary
costs of collection, including without limitation, reasonable and customary
attorneys' fees, and reasonable and customary expenses in connection with the
protection or realization of the Collateral securing this Note, incurred by
the holder hereof on account of such collection, whether or not suit is filed
hereon, together with simple interest thereon at the rate of twelve percent
(12%) per annum from the date incurred to the date paid by Task may be
satisfied only out of Collateral, with no recourse to Task, as provided in the
Pledge Agreement. Such costs and expenses shall include, without limitation,
reasonable and customary costs, expenses and attorneys' fees actually incurred
by the holder hereof in connection with any insolvency, bankruptcy,
arrangement or other similar proceedings involving the undersigned, or
involving any endorser or guarantor hereof, which in any way affects the
exercise by the holder hereof of its rights and remedies under this Note or
under the pledge and security agreement securing or pertaining to this Note.

               In the event any one or more of the provisions contained in
this Note shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Note, but this Note shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

               This Note may not be changed orally, but only by an agreement
in writing signed by the parties against whom enforcement of any waiver,
change, modification or discharge is sought.




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               Any notice, demand, request or other communication which Task
or TPR may be required or may desire to give hereunder shall be in writing and
shall be deemed to have been properly given and made on the date when signed
for or not accepted following deposit in the mail if sent postage prepaid by
certified mail, return receipt requested, on the next business day following
delivery to the delivery service if sent by a recognized overnight delivery
service (with charges prepaid) or when received if delivered by hand. Any such
notice, demand, request or communication shall be addressed or delivered as
follows, or to such other addresses as the parties may designate by like
notice.

        To Task:

               Bruce Task
               4 Longford Ct.
               Warren, NJ  07059


        To TPR:

               The Princeton Review, Inc.
               2315 Broadway
               New York, New York  10024
               Attn: John S. Katzman


               with a copy to:

               Patterson, Belknap, Webb & Tyler LLP
               1133 Avenue of the Americas
               New York, New York  10036
               Attention: Peter J. Schaeffer, Esq.

               Each right, power and remedy of TPR hereunder, now or hereafter
existing at law or in equity by state or other applicable laws shall be
cumulative and concurrent, and the exercise of any one or more of them shall
not preclude the simultaneous or later exercise by TPR of any or all such
other rights, powers or remedies. No failure or delay by TPR to insist upon
the strict performance of any term, condition, covenant or agreement of this
Note, or to exercise any right, power or remedy consequent upon a breach or
default thereof, shall constitute a waiver of any such term, condition,
covenant or agreement or of any such breach or default, or preclude TPR from
exercising any such right, power or remedy at any later time or times. By
accepting payment after the due date under this Note, TPR shall not be deemed
to have waived the right to require payment when due of all other payments due
under this Note.

               This Note shall be governed by, construed and interpreted in
accordance with the laws of the State of New York (excluding the choice of
laws rules thereof). Venue in any action or proceeding arising out of or
relating to this Note shall be in any state or federal court sitting in New
York, New York, and Task hereby irrevocably waives any objection he may have
to the laying of venue of any such action or proceeding in any such court and
any claim he may have





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that any such action or proceeding has been brought in an inconvenient forum.
A final judgment in any such action or proceeding shall be conclusive and may
be enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law.

               IN WITNESS WHEREOF, Task has executed and delivered this Note
on the date above written.

                                                   /s/ Bruce Task
                                            -----------------------------------
                                                             Bruce Task

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                                    EXHIBIT A


                            Form of Request for Funds


                               ____________, 2001

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

Dear John:

               In accordance with Section 9 of my Employment Agreement, dated
as of April 10, 2000, with The Princeton Review, Inc. (the "Company"), I
hereby notify you and the Company that I am requesting a loan from the Company
in the amount of $500,000 as of the date hereof. Such loan will be evidenced
by and made in accordance with a Promissory Note by me in favor of the Company
and a Pledge and Security Agreement to be entered into by me and the Company.




                                Very truly yours,



                                Bruce Task


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