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Exhibit 10.3
  Michael
    J. Perik
    Stock Option Grant and Agreement
  The
    Princeton Review, Inc.
  Issue:  7/22/2007
  Option No.:
    [          ]


Total Shares: 1,700,000Vesting Period: 4 Years


Vesting Commencement Date: October 31, 2007Option price per share: $4.69   Your
    Option
      Vesting
      Method of
    Exercise and Payment Methods
      Conditions
    of Exercisability
    (1)
    As a prerequisite to delivery of any stock certificates upon
    your exercise of this option, you shall give an undertaking and
    agree to the placing of such legends on your certificates as may
    be required by the Compensation Committee to assure compliance
    with any federal or state securities laws. The Common 1




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Stock purchased pursuant to the exercise of this option cannot
    be sold unless it has been registered under the Securities Act
    of 1933, as amended, or is subject to an exemption from
    registration under such Act.  (2)
    Except as provided below, you must be an employee or director
    of, or a consultant to, the Company or one of its subsidiaries
    at the date of exercise and that employment, directorship or
    consultancy must have been continuous from the date hereof. For
    the purposes of this Agreement, persons on company-authorized
    leaves of absence are considered employees; however, long-term
    disability is not considered employment.(3)
    In the event of your death while an active employee, director or
    consultant, your rights to exercise this option which have
    vested to and including the date of death may be exercised
    within one year after death by your estate or by any person who
    acquires this option by inheritance or devise. Thereafter, such
    rights shall lapse.(4)
    In the event of the termination of your employment, directorship
    or consultancy due to long-term disability, your rights to
    exercise this option which have vested to and including the date
    of long-term disability may be exercised within one year after
    the start of long-term disability by you or, should you die
    within said one year period, by your estate or any person who
    acquires this option by inheritance or devise. Thereafter, such
    rights shall lapse.(5)
    In the event of your Retirement from the Company, your rights to
    exercise this option which have vested to and including the date
    of your Retirement may be exercised within three years after
    Retirement by you or, should you die within said three year
    period, by your estate or any person who acquires this option by
    inheritance or devise. Thereafter, such rights shall lapse. For
    purposes of this Grant, the term Retirement shall
    mean the termination of employment after having reached age
    sixty-five (65).(6)
    In the event of the termination of your employment other than
    for Cause, death, disability, Retirement or, if you are an
    Executive Officer and have not provided Adequate Notice, your
    rights to exercise this option which have vested to date of
    termination may be exercised within three months after such
    termination (the Post-Termination Exercise Period)
    or, should you die within said three month period, by your
    estate or any person who acquires this option by inheritance or
    devise. Thereafter, such rights shall lapse. Notwithstanding the
    foregoing, if you are a Section 16 Insider (as such term is
    defined in The Princeton Review, Inc. Insider Trading and Public
    Information Policy) and you reasonably believe you may be in
    possession of Material Inside Information (as such term is
    defined in The Princeton Review, Inc. Insider Trading and Public
    Information Policy), and may therefore be prohibited from
    engaging in transactions involving the securities of the
    Company, you may provide written notice (the Extension
    Request Notice) to the Company of the facts which you
    believe give rise to the Material Inside Information and of your
    request that your Post-Termination Exercise Period be extended
    for an additional time period equal to the lesser of
    (i) the period commencing on the date the Company receives
    such notice and ending on the date you receive written notice
    from the Company indicating that it would not seek to restrict
    trading by Insiders (as such term is defined in The Princeton
    Review, Inc. Insider Trading and Public Information Policy) in
    the Company securities by reason of the actual facts that may
    relate to the information identified in your Extension Request
    Notice or (ii) 90 days provided that the Extension
    Request Notice is received by the Company at least 5 business
    days prior to the Post-Termination Exercise Period.(7)
    If your employment is terminated for Cause or if you are an
    Executive Officer and you terminate your employment without
    Adequate Notice, the option granted hereunder shall immediately
    terminate upon the giving of notice of your termination. The
    Compensation Committee shall determine in its sole discretion
    when notice of termination was given and whether termination was
    for Cause.(8)
    This option shall be transferable by you to your spouse,
    children, brother, sister, parents or a trust in which these
    persons have more than fifty percent of the beneficial interest,
    or by will or by the laws of descent and distribution. During
    your lifetime, this option shall be exercisable only by you or
    any transferee described in the previous sentence.(9)
    This option is not, in any event, exercisable after the
    expiration of ten years from this date.(10)
    In connection with the exercise of this option, the Company
    shall have the right to withhold from your salary or other
    amounts payable to you, or to require you to make arrangements
    to pay in a manner satisfactory to the 2




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Company, the appropriate amount of any federal, state, local or
    other taxes of any kind required by law to be withheld. Without
    limiting the scope of the preceding sentence, you shall have the
    right to elect to pay your withholding taxes to the Company in
    cash or in such form and manner as the Compensation Committee
    shall prescribe, to have such number of shares of Common Stock
    otherwise issuable with respect to the exercise of this option
    reduced by the amount necessary to satisfy all or part, as you
    may so elect, of your withholding obligation, and to transfer to
    the Company unrestricted shares of Common Stock already held by
    you for at least six months, if required under applicable
    accounting rules in effect at the time, to satisfy all or any
    part, as you may so elect, of your withholding obligation,
    provided that no more than the minimum statutory withholding
    rate shall be withheld. The obligations of the Company under
    this Agreement shall be conditional on such payment or
    arrangements.  (11)
    If at any time the Compensation Committee shall determine that
    (a) the listing, registration or qualification of the
    Common Stock 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 you with
    respect to the disposition of the Common 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 issuance, purchase or
    delivery of Common Stock pursuant to this option, this option
    shall not be 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 Compensation Committee.  General
  split-up,
           3




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By:
    /s/  John
    Katzman     By:
    /s/  Michael
    J. Perik   4