##### 



Exhibit 10.2  Amendment
    to Employment AgreementThe Princeton Review,
    Inc.
    1.
    Section 1 of the Agreement is deleted and replaced by the
    following:  Job Description:
  2.
    Special Cash Bonus.  On or before
    December 31, 2007, TPR shall pay Chernis a one-time cash
    bonus (the Special Bonus) of $350,000 (from which
    shall be deducted taxes and all other applicable withholdings),
    in recognition of responsibilities as President of TPRs
    Test Preparation Division and his new responsibilities serving
    as Chief Operating Officer and otherwise.3.
    Stock Option Award:  Effective on July 22,
    2007, pursuant to The Princeton Review, Inc. 2000 Stock
    Incentive Plan (as amended and restated on March 24, 2003
    and as may hereafter be amended) (the Plan), TPR is
    granting Chernis an option (the Option) to purchase
    250,000 shares of TPRs common stock (the Option
    Shares) at a per-share exercise price equal to the fair
    market value of a share of TPR common stock for the effective
    date of the grant, determined in accordance with the terms of
    the Plan, being the closing price on July 20, 2007. Subject
    to Cherniss continued employment with TPR on each vesting
    date, Cherniss right to exercise the Option shall vest as
    to 6.25% of the Option Shares on October 31, 2007 and on
    the last day of every third month thereafter; provided that, if
    TPR terminates Cherniss employment without Cause, the
    Agreement is not renewed for an additional term in the absence
    of termination of Cherniss employment for Cause, or
    Chernis terminates his employment for Good Reason
    (as provided in Paragraph 4 below), then the vesting of the
    Option, to the extent not vested as of the date of such
    termination shall accelerate and the Option shall be fully
    exercisable. Following termination of his employment, Chernis
    shall have 90 days to exercise the Option to the extent it
    is then vested; provided that, if at the expiration of such
    period of 90 days Chernis shall not have been able to
    exercise the Option and sell Option Shares within such period of
    90 days because to do so would have violated a Company
    policy, an agreement between the Company and Chernis or any
    securities law, then such period shall be extended for an
    additional 90 days.4.
    Section 6 of the Agreement is deleted and replaced by the
    following:  Severance:




---



##### 



5.
    Chernis shall retain the use of the particular office he
    currently uses within the offices of TPR at 2315 Broadway, New
    York, New York (so long as TPR continues to have its offices at
    such address and Chernis is employed by TPR). He may also retain
    his Board of Director seat at SchoolNet. Chernis shall also be
    reimbursed for the reasonable attorneys fees and expenses
    he incurs in connection with the negotiation, execution and
    delivery of this Amendment.6.
    Except as expressly modified by this Amendment, all terms in the
    Agreement shall continue in full force and effect.       By:

/s/ MICHAEL J. PERIK

/s/ MARK CHERNISName: Michael Perik

Mark ChernisTitle: Chief Executive Officer  2