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                                                                    EXHIBIT 10.1

                           THE PRINCETON REVIEW, INC.
                            2000 STOCK INCENTIVE PLAN
                (As Amended & Restated Effective March 24, 2003)

Section 1. Purpose

     The purpose of the Plan is to enable the Company and any Related Company to
     attract and retain employees who contribute to the Company's success by
     their ability, ingenuity and industry, and to enable such employees to
     participate in the long-term success and growth of the Company by giving
     them an equity interest in the Company.

Section 2. Definitions

     Most definitions used in this document may be found in The Princeton Review
     Glossary, attached. In addition, though, we will use the following terms:

     2.1. "Plan" shall mean The Princeton Review, Inc. 2000 Stock Incentive
     Plan.

     2.2. "Restatement Effective Date" shall mean March 24, 2003.

Section 3. Types of Awards.

     Awards under the Plan may be in the form of (a) Non-Qualified Stock
     Options, (b) Incentive Stock Options, (c) Restricted Stock and (d) Deferred
     Stock.

Section 4. Administration

     4.1. Composition of Committee. The Plan shall be administered by the
          Committee; provided, however, that to the extent determined necessary
          to satisfy the requirements for exemption from Section 16(b) of the
          Exchange Act, with respect to the acquisition or disposition of
          securities hereunder, action by the Committee may be by a committee
          composed solely of two or more "non-employee directors," within the
          meaning of Rule 16b-3 as promulgated under Section 16(b) of the
          Exchange Act, appointed by the Board or by the Compensation Committee
          of the Board, and provided further, that to the extent determined
          necessary to satisfy the requirements for the exception for "qualified


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          performance-based compensation" under Section 162(m) of the Code, with
          respect to awards hereunder, action by the Committee may be by a
          committee comprised solely of two or more "outside directors," within
          the meaning of Code Section 162(m), appointed by the Board or by the
          Compensation Committee of the Board. Members of the Committee shall
          serve at the pleasure of the Board.

     4.2. Power and Authority of Committee. The Committee shall have the
          authority to grant awards to eligible employees under the Plan; to
          adopt, alter and repeal such administrative rules, guidelines and
          practices governing the Plan as it shall deem advisable; to interpret
          the terms and provisions of the Plan and any award granted under the
          Plan; and to otherwise supervise the administration of the Plan. In
          particular, and without limiting its authority and powers, subject to
          the terms of the Plan, the Committee shall have the authority:

          4.2.1. to determine whether and to what extent any award or
                 combination of awards will be granted hereunder;

          4.2.2. to select the individuals to whom awards will be granted;

          4.2.3. to determine the number of shares of Stock to be covered by
                 each award granted hereunder;

          4.2.4. to determine the terms and conditions of any award granted
                 hereunder, including, but not limited to, any vesting or other
                 restrictions based on performance and such other factors as
                 the Committee may determine, and to determine whether the
                 terms and conditions of the award are satisfied;

          4.2.5. to determine the treatment of awards upon an employee's
                 retirement, disability, death, termination for cause or other
                 termination of employment;

          4.2.6. to determine that amounts equal to the amount of any dividends
                 declared with respect to the number of shares covered by an
                 award (including Stock Options) (i) will be paid to the holder
                 of the award currently, (ii) will be deferred and deemed to be
                 reinvested, (iii) will otherwise be credited to the holder of
                 the award, or (iv) that the holder of the award has no rights
                 with respect to such dividends;

          4.2.7. to amend the terms of any award, prospectively or
                 retroactively;

          4.2.8. to substitute new Stock Options for previously granted Stock
                 Options, or for options or other awards granted under other
                 plans; but

          4.2.9. to not impair the rights of the award holder without his or her
                 consent.


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     4.3. Determinations of Committee Final and Binding. All determinations made
          by the Committee pursuant to the provisions of the Plan shall be final
          and binding on all persons, including the Company and Plan
          participants.

     4.4. Delegation of Authority. The Committee may from time to time delegate
          to one or more officers of the Company or any Related Company any or
          all of its authorities granted hereunder except with respect to awards
          granted to persons subject to Section 16 of the Exchange Act. The
          Committee shall specify the maximum number of shares that the officer
          or officers to whom such authority is delegated may issue pursuant to
          awards made hereunder.

     4.5. Board Approval. Notwithstanding anything in the Plan to the contrary,
          and to the extent determined to be necessary to satisfy an exemption
          under Rule 16b-3 with respect to the grant of an award hereunder (and,
          as applicable, with respect to the disposition to the Company of Stock
          hereunder), or as otherwise determined advisable by the Committee, the
          terms of the grant of awards (and, as applicable, any related
          disposition to the Company) under the Plan shall be subject to the
          prior approval of the Board. Any prior approval of the Board, as
          provided in the preceding sentence, shall not otherwise limit or
          restrict the authority of the Committee to grant awards under the
          Plan, including, but not limited to, the authority of the Committee to
          grant awards qualifying for the exception for qualified
          performance-based compensation under Section 162(m) of the Code and
          the treasury regulations thereunder.

Section 5. Stock Subject to Plan; Individual Limit.

     5.1. Eligibility. Officers and other employees of the Company and Related
          Companies are eligible to be granted awards under the Plan. In
          addition, a director of or consultant to the Company or a Related
          Company who is not also an employee of the Company or a Related
          Company will also be eligible to be granted awards under the Plan. The
          participants under the Plan shall be selected from time to time by the
          Committee, in its sole discretion, from among those eligible.

     5.2. Shares of Stock subject to Plan. Immediately prior to the Restatement
          Effective Date, there were 3,595,500 shares of Stock reserved and
          available for distribution under the Plan. Effective as of the
          Restatement Effective Date, that total was increased by 1,000,000
          shares to a total of 4,595,500 shares of Stock reserved and available
          for distribution under the Plan. This total shall be automatically
          increased on January 1 of each year the Plan is in effect by the least
          of (i) 2.25% of the total number of shares of Stock outstanding on the
          last day of the immediately preceding December, (ii) 750,000 shares,
          or (ii) a lesser amount determined by the Board. The shares of Stock
          hereunder may consist of authorized but unissued shares or treasury
          shares. Shares of Stock reserved and available for distribution under
          the Plan shall be subject to further


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          adjustment as provided below.

     5.3. Cancellation, Surrender or Termination of Awards. To the extent a
          Stock Option is surrendered, canceled or terminated without having
          been exercised, or an award is surrendered, canceled or terminated
          without the award holder having received payment of the award, or
          shares awarded are surrendered, canceled, repurchased at less than
          Fair Market Value or forfeited, the shares subject to such award shall
          again be available for distribution in connection with future awards
          under the Plan. Notwithstanding the foregoing, surrender,
          cancellation, termination or forfeiture of a Stock Option, to the
          extent provided under Code Section 162(m) and the treasury regulations
          thereunder, shall not be disregarded for purposes of applying the
          individual limit on available shares described in Section 5.3. At no
          time will the overall number of shares issued under the Plan plus the
          number of shares covered by outstanding awards under the Plan exceed
          the aggregate number of shares authorized under the Plan.

     5.4. Individual Limit. Notwithstanding anything to the contrary above, the
          maximum number of shares of Stock that may be subject to Stock Options
          granted to any one employee under the Plan shall not exceed 1,250,000.

     5.5. Capital and Corporate Changes. Subject to the provisions of Section
          11.1, in the event of any merger, reorganization, consolidation, sale
          of all or substantially all of the Company's assets, recapitalization,
          stock dividend, stock split, spin-off, split-up, split-off,
          distribution of assets (including cash) or other change in corporate
          structure affecting the Stock, an equitable substitution or
          adjustment, as may be determined to be appropriate by the Committee in
          its sole discretion, shall be made to prevent dilution or enlargement
          of the rights of participants under the Plan with respect to the
          aggregate number of shares reserved for issuance under the Plan, the
          maximum number of shares of Stock available under the individual limit
          described in Section 5.3, the identity of the stock or other
          securities to be issued under the Plan, the number of shares subject
          to outstanding awards and the amounts to be paid by award holders, the
          Company or any Related Company, as the case may be, with respect to
          outstanding awards. Notwithstanding the foregoing, none of the changes
          in corporate structure affecting the Stock described above shall
          impair the rights of an then-existing award holder without his or her
          consent.

Section 6. Stock Options.

     6.1. Types of Stock Options. The Stock Options awarded under the Plan may
          be of two types: (a) Non-Qualified Stock Options and (b) Incentive
          Stock Options. To the extent that any Stock Option does not qualify as
          an Incentive Stock Option, it shall constitute a Non-Qualified Stock
          Option.

     6.2. Terms of Stock Options Generally. Subject to the following provisions,
          Stock Options


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          awarded under the Plan shall be in such form and shall have such terms
          and conditions as the Committee may determine:

          6.2.1. Option Price. The option price per share of Stock purchasable
                 under a Stock Option shall be determined by the Committee.

          6.2.2. Option Term. The term of each Stock Option shall be determined
                 by the Committee, but in no case shall the term of a Stock
                 Option exceed ten years and a day.

          6.2.3. Exercisability. Stock Options shall be exercisable at such time
                 or times and subject to such terms and conditions as shall be
                 determined by the Committee. If the Committee provides that any
                 Stock Option is exercisable only in installments, the Committee
                 may waive such installment exercise provisions at any time in
                 whole or in part.

          6.2.4. Method of Exercise. Stock Options may be exercised in whole or
                 in part at any time during the option period by giving written
                 notice of exercise to the Company specifying the number of
                 shares to be purchased, accompanied by payment of the purchase
                 price. Payment of the purchase price shall be made in such
                 manner as the Committee may provide in the award, which may
                 include cash (including cash equivalents), delivery of
                 unrestricted shares of Stock owned by the optionee for at least
                 six months or subject to awards hereunder, any other manner
                 permitted by law as determined by the Committee, or any
                 combination of the foregoing. The Committee may provide that
                 all or part of the shares received upon the exercise of a
                 Stock Option which are paid for using Restricted Stock or
                 Deferred Stock shall be restricted or deferred in accordance
                 with the original terms of the Restricted Stock or Deferred
                 Stock so used.

          6.2.5. No Stockholder Rights. An optionee shall have neither rights to
                 dividends (other than amounts credited in accordance with
                 Section 4.2.6 nor other rights of a stockholder with respect
                 to shares subject to a Stock Option until the optionee has
                 given written notice of exercise and has paid for such shares.

          6.2.6. Surrender Rights. The Committee may provide that options may be
                 surrendered for cash upon any terms and conditions set by the
                 Committee.

          6.2.7. Non-transferability. No Stock Option shall be transferable
                 other than by will or by the laws of descent and distribution
                 or pursuant to a qualified domestic relations order as defined
                 by the Internal Revenue Code or the Employee Retirement Income
                 Security Act. During the optionee's lifetime, all Stock Options
                 shall be exercisable only by the optionee. Notwithstanding the
                 above, the Committee may, in its discretion and subject to such
                 limitations and conditions as the Committee


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                 deems appropriate, grant Non-Qualified Stock Options on terms
                 that permit the optionee to transfer the option to the
                 optionee's spouse, children, siblings, parents, or a trust in
                 which these persons have more than fifty percent of the
                 beneficial interest.

          6.2.8. Termination of Employment. If an optionee's employment with the
                 Company or a Related Company terminates by reason of death,
                 disability, retirement, voluntary or involuntary termination or
                 otherwise, the Stock Option shall be exercisable to the extent
                 determined by the Committee. The Committee may provide that,
                 notwithstanding the option term determined pursuant to Section
                 6.2, a Stock Option which is outstanding on the date of an
                 optionee's death shall remain outstanding for an additional
                 period after the date of such death.

     6.3. Special Terms for Incentive Stock Options. Notwithstanding the
          provisions of Section 6.2, no Incentive Stock Option shall (a) have an
          option price which is less than 100% of the Fair Market Value of the
          Stock on the date of the award of the Incentive Stock Option (or, in
          the case of an employee who owns Stock possessing more than 10% of the
          total voting power of all classes of stock of the Company (or its
          parent or subsidiary corporation) (a "10% shareholder"), have an
          option price which is less than 110% of the Fair Market Value of the
          Stock on the date of grant), (b) be exercisable more than ten years
          (or, in the case of a 10% shareholder, five years) after the date such
          Incentive Stock Option is awarded, or (c) be awarded more than ten
          years after the date of the adoption of the Plan. Notwithstanding
          anything to the contrary in this Plan, only employees of the Company
          or a parent or subsidiary of the Company (as defined in Code Sections
          424(e) and 424(f)) shall be eligible to receive awards of Incentive
          Stock Options. By accepting an Incentive Stock Option granted under
          the Plan, each such optionee agrees, and any agreement or letter
          evidencing such option grant shall so provide, that he or she will
          notify the Company in writing immediately after such optionee makes a
          "disqualifying disposition" (as provided in Sections 421, 422 and 424
          of the Code and the treasury regulations thereunder) of any Stock
          acquired pursuant to the exercise of an Incentive Stock Option granted
          under the Plan.

Section 7. Restricted Stock.

     Subject to the following provisions, all awards of Restricted Stock shall
     be in such form and shall have such terms and conditions as the Committee
     may determine:


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     7.1.      The Restricted Stock award shall specify the number of rights to
          purchase and number of shares of Restricted Stock that may be
          purchased, the price, if any, to be paid by the recipient of the
          rights to purchase Restricted Stock (which shall in no event be less
          than par value), and the date or dates on which, or the conditions
          upon the satisfaction of which, the Restricted Stock will vest. The
          vesting of Restricted Stock may be conditioned upon the completion of
          a specified period of service with the Company or a Related Company,
          upon the attainment of specified performance goals or upon such other
          criteria as the Committee may determine.

     7.2.      Stock certificates representing the Restricted Stock awarded to
          an employee shall be registered in the employee's name, but the
          Committee may direct that such certificates be held by the Company on
          behalf of the employee. Except as may be permitted by the Committee,
          no share of Restricted Stock may be sold, transferred, assigned,
          pledged or otherwise encumbered by the employee until such share has
          vested in accordance with the terms of the Restricted Stock award. At
          the time Restricted Stock vests, a certificate for such vested shares
          shall be delivered to the employee (or his or her designated
          beneficiary in the event of death) free of all restrictions.

     7.3.      The Committee may provide that the employee shall have the right
          to vote or receive dividends on Restricted Stock. The Committee may
          provide that Stock received as a dividend on, or in connection with a
          stock split of, Restricted Stock shall be subject to the same
          restrictions as the Restricted Stock.

     7.4.      Except as may be provided by the Committee, in the event of an
          employee's termination of employment before all of his or her
          Restricted Stock has vested, or in the event any conditions to the
          vesting of Restricted Stock have not been satisfied prior to any
          deadline for the satisfaction of such conditions set forth in the
          award, the shares of Restricted Stock which have not vested shall be
          forfeited, and the Committee shall provide that (i) the purchase price
          paid by the employee with respect to such shares shall be returned to
          the employee or (ii) a cash payment equal to such Restricted Stock's
          Fair Market Value on the date of forfeiture, if lower, shall be paid
          to the employee.

     7.5.      The Committee may waive, in whole or in part, any or all of the
          conditions to receipt of, or restrictions with respect to, any or all
          of the employee's Restricted Stock.

Section 8. Deferred Stock Awards.

     Subject to the following provisions, all awards of Deferred Stock shall be
     in such form and shall have such terms and conditions as the Committee may
     determine:

     8.1.      The Deferred Stock award shall specify the number of shares of
          Deferred Stock to be awarded to any employee and the Deferral Period
          during which, and the conditions


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          under which, receipt of the Stock will be deferred. The Committee may
          condition the award of Deferred Stock, or receipt of Stock or cash at
          the end of the Deferral Period, upon the attainment of specified
          performance goals or such other criteria as the Committee may
          determine.

     8.2.      Except as may be permitted by the Committee, Deferred Stock
          awards may not be sold, assigned, transferred, pledged or otherwise
          encumbered during the Deferral Period.

     8.3.      At the expiration of the Deferral Period, the employee (or his or
          her designated beneficiary in the event of death) shall receive (i)
          certificates for the number of shares of Stock equal to the number of
          shares covered by the Deferred Stock award, (ii) cash equal to the
          Fair Market Value of such Stock or (iii) a combination of shares and
          cash, as the Committee may determine.

     8.4.      Except as may be provided by the Committee, in the event of an
          employee's termination of employment before the end of the Deferral
          Period, his or her Deferred Stock award shall be forfeited.

     8.5.      The Committee may waive, in whole or in part, any or all of the
          conditions to receipt of, or restrictions with respect to, Stock or
          cash under a Deferred Stock award.

Section 9. Tax Withholding.

     9.1. Tax Withholding. Each employee shall, no later than the date as of
          which the value of an award (or portion thereof) first becomes
          includible in the employee's income for applicable tax purposes, pay
          to the Company, or make arrangements satisfactory to the Committee
          regarding payment of, any federal, state, local or other taxes of any
          kind required by law to be withheld with respect to the award (or
          portion thereof). The obligations of the Company under the Plan shall
          be conditional on such payment or arrangements, and the Company (and,
          where applicable, any Related Company), shall, to the extent required
          by law, have the right to deduct any such taxes from any payment of
          any kind otherwise due to the employee including, but not limited to,
          the right to withhold shares of stock otherwise deliverable to the
          employee with respect to any awards hereunder.

     9.2. Use of Stock to Satisfy Withholding Obligations. To the extent
          permitted by the Committee, and subject to such terms and conditions
          as the Committee may provide, an employee may irrevocably elect to
          have the withholding tax obligation or any additional tax obligation
          with respect to any awards hereunder satisfied by (a) having the
          Company withhold shares of Stock otherwise deliverable to the employee
          with respect to the award, (b) delivering to the Company shares of
          unrestricted Stock, or (c) through any combination of withheld and
          delivered shares of Stock, as described in (a) and (b).


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Section 10. Amendments and Termination.

     The Board or the Committee may discontinue the Plan at any time and may
     amend it from time to time. No such action of the Board or the Committee
     shall require the approval of the stockholders of the Company, unless such
     stockholder approval is required by applicable law or by the rules or
     regulations of any securities exchange or regulatory agency, or is
     otherwise determined necessary or desirable, in the sole discretion of the
     Committee, to enable transactions associated with grants of Stock Options,
     Restricted Stock and Deferred Stock, and purchases of Restricted Stock to
     qualify for an exemption from Section 16(b) of the Exchange Act or to
     qualify for the exception for qualified performance-based compensation
     under Section 162(m) of the Code. No amendment or discontinuation of the
     Plan shall adversely affect any award previously granted without the award
     holder's written consent.

Section 11. Change in Control.

     11.1. Vesting or Assumption of Obligations. Unless otherwise determined by
           the Committee at the time of grant or by amendment (with the holder's
           consent) of such grant, in the event of a Change in Control all
           outstanding Stock Option awards under the Plan shall become fully
           vested and exercisable and the restrictions and deferral limitations
           applicable to all outstanding Restricted Stock and Deferred Stock
           Awards under the Plan shall lapse and such awards shall be deemed
           fully vested immediately prior to the effective date of the Change in
           Control unless the surviving, continuing, or purchasing corporation,
           or a parent or subsidiary thereof, as the case may be (the "surviving
           corporation"), assumes such awards or substitutes equivalent awards
           therefor. Any Stock Options which are neither assumed or substituted
           for by the surviving corporation in connection with the Change in
           Control nor exercised as of the effective date of the Change in
           Control shall terminate and cease to be outstanding as of the
           effective date of the Change in Control.

     11.2. Termination of Employment. If in connection with or within one year
           following a Change in Control, an employee's employment is terminated
           by the successor corporation without Cause, or if the employee then
           terminates employment after being Reassigned, all awards then held by
           the employee under the Plan shall become fully vested and
           exercisable, and the restrictions and deferral limitations applicable
           to any such awards shall lapse and such awards shall be deemed fully
           vested.

Section 12. General Provisions.

     12.1. Additional Requirements. Each award under the Plan shall be subject
           to the requirement


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           that, if at any time the Committee shall determine that (a) the
           listing, registration or qualification of the Stock subject or
           related thereto upon any securities exchange or under any state or
           federal law, or (b) the consent or approval of any government
           regulatory body or (c) an agreement by the recipient of an award with
           respect to the disposition of Stock is necessary or desirable (in
           connection with any requirement or interpretation of any federal or
           state securities law, rule or regulation) as a condition of, or in
           connection with, the granting of such award or the issuance, purchase
           or delivery of Stock thereunder, such award shall not be granted or
           exercised, in whole or in part, unless such listing, registration,
           qualification, consent, approval or agreement shall have been
           effected or obtained free of any conditions not acceptable to the
           Committee.

     12.2. Plan Not a Contract of Employment. The Plan is not an employment
           contract and neither the Plan nor any action taken hereunder shall be
           construed as giving to a Participant the right to be retained in the
           employ of the Company or a Related Company. The Company or, as
           applicable, the Related Company may terminate the Participant's
           employment as freely and with the same effect as if the Plan were not
           in existence. Nothing set forth in the Plan shall prevent the Company
           or a Related Company from adopting other or additional compensation
           arrangements.

     12.3. Determinations Not Uniform. Determinations by the Committee under the
           Plan relating to the form, amount, and terms and conditions of awards
           need not be uniform, and may be made selectively among persons who
           receive or are eligible to receive awards under the Plan, whether or
           not such persons are similarly situated.

     12.4. Indemnification. No member of the Board or the Committee, nor any
           officer or employee of the Company or a Related Company acting on
           behalf of the Board or the Committee, shall be personally liable for
           any action, determination or interpretation taken or made with
           respect to the Plan, and all members of the Board and the Committee,
           and all officers or employees of the Company and Related Companies
           acting on their behalf, shall, to the extent permitted by law, be
           fully indemnified and protected by the Company in respect of any such
           action, determination or interpretation.

     12.5. Awards not Includable for Benefit Purposes. Income recognized by an
           employee pursuant to the Plan shall not be included in the
           determination of benefits under any other executive compensation or
           employee benefit or other compensatory plan of the Company or a
           Related Company, or any entity controlled by the Company or a Related
           Company, except as specifically provided in any such other plan or as
           otherwise provided by the Committee.

     12.6. Severability. If any provision of the Plan is held to be void,
           illegal, unenforceable or otherwise in conflict with the law
           governing the Plan, such provision shall be deemed to be restated to
           reflect as nearly as possible the original intentions of the parties
           in accordance with applicable law, and the other provisions of the
           Plan shall remain in full


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           force and effect.

     12.7. Legal Interpretation/Governing Law. The text of the Plan shall
           control and the headings to the Sections are for reference purposes
           only and do not limit or extend the meaning of any of the Plan's
           provisions. Except as to matters of federal law, the Plan and all
           rights thereunder shall be governed by, and construed in accordance
           with, the laws of the State of New York, without reference to the
           principles of conflicts of law thereof.

Section 13. Effective Date and Duration.

     The Plan shall be effective on April 1, 2000, subject, to the extent
     required by law, to approval by the Company's stockholders. The Plan shall
     be amended and restated effective as of the Restatement Effective Date,
     subject, to the extent required by law, to approval by the Company's
     stockholders. No awards of Stock Options, Restricted Stock or Deferred
     Stock shall be made under the Plan after the date that is 10 years from the
     Restatement Effective Date.


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