PRINCETON REVIEW INC
EXHIBIT 10.54
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-54.txt
<DESCRIPTION>EXHIBIT 10.54
<TEXT>

<PAGE>

                                                                   Exhibit 10.54

                          PLEDGE AND SECURITY AGREEMENT

     THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"), dated as of
November 27, 2001, is by and between Mark Chernis ("Chernis"), an individual
residing at 101 West 90th Street, New York, NY 10024 and The Princeton Review,
Inc., a Delaware corporation having an address at 2315 Broadway, New York City,
New York ("TPR").

                              W I T N E S S E T H:

     WHEREAS, contemporaneously herewith TPR is making a loan to Chernis in an
amount of up to one hundred thousand dollars ($100,000), the terms of which are
set forth in a non-recourse promissory note, dated as of the date hereof (the
"First Note"); and

     WHEREAS, TPR will be making an addition loan to Chernis in an amount of up
to four hundred thousand dollars ($400,000), the terms of which are set forth in
a non-recourse promissory note (the "Second Note," and the First Note and Second
Note are collectively referred to as the "Notes"), to be executed by the parties
(the aggregate amount outstanding under the Notes is referred to as the "Loan");
and

     WHEREAS, it is a condition precedent to TPR's obligation to make the Loan
to Chernis that Chernis enter into this Pledge Agreement to provide TPR with the
Shares as security for the payment of the obligations of Chernis to TPR under
the Notes.

     NOW, THEREFORE, in consideration of TPR's agreement to make the Loan to
Chernis and in order to provide TPR with assurance of the payment of Chernis's
obligations under the Notes, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1. Defined Terms. As used in this Pledge Agreement the following terms
shall have the following meanings:

          "Collateral" means the Shares and all Proceeds.

          "Proceeds" shall mean "proceeds" as such term is defined in Article 9
of the UCC and, in any event, shall mean and include, but not be limited to, the
following at any time whatsoever arising or receivable: (i) whatever is received
upon any collection, exchange, sale or other disposition of any of the
Collateral and any property into which any of the Collateral is converted,
whether cash or non-cash proceeds, (ii) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to Chernis from time to time with
respect to any of the Collateral, (iii) any and all payments (in any form
whatsoever) made or due and payable to Chernis from time to time in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of


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the Collateral by any governmental body, authority, bureau or agency (or any
person acting under color of governmental authority) and (iv) any and all other
amounts from time to time paid, payable, distributed or distributable under or
in connection with any of the Collateral.

          "Shares" shall mean that number of shares of TPR's common stock, par
value $.01 per share, owned by Chernis equal to 250% of the principal amount
requested by Chernis with a Fair Market Value (as defined below) calculated on
the date of the first written request by Chernis for funds under the Loan.

          "UCC" shall mean the Uniform Commercial Code as the same may be in
effect in the State of New York from time to time.

     2. Grant and Perfection of Security Interest. To secure the Secured
Obligations (as defined in Section 3 of this Pledge Agreement), Chernis hereby
pledges to TPR the applicable number of Shares, as set forth on Schedule I of
this Agreement, and grants to TPR a first priority security interest in the
Collateral. From time to time after the execution of this Agreement, Chernis
shall execute such financing statements and other instruments and documents
which, in the judgment of TPR, may be reasonably necessary, desirable or
appropriate to perfect, record or evidence the security interest of TPR in the
Collateral. Chernis hereby authorizes TPR to execute and file such financing
statements, instruments and documents on behalf of Chernis as his
attorney-in-fact. Chernis shall pay to TPR reasonable and customary costs and
expenses (including, without limitation, filing fees and recording and stamp
taxes) incurred in filing and recording such financing statements, instruments
and documents as well as any such fees and taxes which may be imposed on or with
respect to the Collateral or this Agreement.

     3. Secured Obligations. This Pledge Agreement secures, and the Collateral
is collateral security for (i) the prompt payment in full when due, whether by
acceleration or otherwise, of the principal of and interest on the Notes, (ii)
the performance of all obligations and liabilities of Chernis to TPR pursuant to
the provisions of the Notes and this Pledge Agreement and (iii) the payment of
any costs and expenses in connection with collection or otherwise related to the
Notes or the Pledge Agreement. All such obligations are hereinafter collectively
referred to as the "Secured Obligations."

     4. Delivery of Pledged Shares. Simultaneously with the execution of each of
the Notes, Chernis shall deliver the certificates representing the applicable
number of Shares (the "Certificates") to TPR at such place as TPR shall
reasonably request. Chernis hereby authorizes TPR to indicate in its stock
records, or to cause TPR's registrar or stock-transfer agent to indicate in the
records it maintains, that the Shares are subject to a security interest in
favor of TPR.

     5. Non-Recourse. The Notes and all Secured Obligations are non-recourse to
Chernis. Notwithstanding any provision hereof or of the Notes to the contrary,
no deficiency or other judgment for payment of the principal or interest under
the Notes or any other amount payable under the Notes or this Pledge Agreement
shall be


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sought or entered by TPR against Chernis in any action to enforce the
Notes or this Pledge Agreement, provided, however, the foregoing shall not (a)
release or impair the Secured Obligations or the lien of the security interest
granted in this Pledge Agreement, (b) affect the rights and remedies of TPR
under this Pledge Agreement, (c) prejudice the rights of TPR under any other
collateral instrument further securing the Secured Obligations, or (d) release
Chernis from any liability for fraud, misrepresentation or breach of Section 9
of this Pledge Agreement. If, on the Maturity Date or Anniversary (as defined in
the Notes), the stock of Chernis constituting the Collateral may not be sold by
Chernis pursuant to an effective registration statement under the Securities Act
of 1933 or the provisions of Rule 144 under that act or as a result of any
trading policy established by TPR, Chernis may either elect to delay any
required payment hereunder until the sale of such stock is no longer restricted,
or, by notice to TPR, may satisfy all Secured Obligations in full by
relinquishing his rights in (a) the Collateral or (b) that portion of the
Collateral (valued at Fair Market Value as of the Maturity Date or Anniversary,
as applicable, as described below) necessary to satisfy such obligations, with
the balance of the Collateral being forthwith assigned, transferred and
delivered by TPR to Chernis. For all purposes under this Pledge Agreement and
the Notes, Fair Market Value of the Collateral shall be the average closing
price of such stock as reported on Nasdaq or other applicable exchange for the 5
trading days preceding the date of the action which requires the determination
of Fair Market Value under this Pledge Agreement.

     6. Representations and Warranties of Chernis. Chernis hereby represents and
warrants to TPR as follows:

     (a) Chernis is the legal owner of the Shares, free and clear of any liens,
claims or encumbrances whatsoever other than a Lockup Letter, dated as of August
2, 2000, by Chernis in favor of Chase Securities Inc. (the "Lockup Letter"),
pursuant to which the Shares may not be sold for 180 days after the date of
TPR's final prospectus for its planned initial public offering, and the lien and
security interest created by this Pledge Agreement.

     (b) Chernis has full power, authority and legal right to pledge and grant a
first priority security interest in all the Collateral to TPR pursuant to this
Pledge Agreement.

     (c) This Pledge Agreement has been duly and validly executed and delivered
by Chernis and constitutes the legal and valid obligation of Chernis,
enforceable against Chernis in accordance with its terms.

     (d) No notice by Chernis to any governmental authority or regulatory body
or filing by Chernis with any governmental authority or regulatory body is
required, nor is Chernis required to obtain any consent, authorization, approval
or other action by any governmental authority or regulatory body, for (i) the
execution, delivery or performance of this Pledge Agreement by Chernis, (ii) the
grant by Chernis of a security interest in the Collateral pursuant to this
Pledge Agreement or (iii) the exercise by TPR of the rights provided for in this
Pledge Agreement, except for filings required to reflect


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changes in beneficial ownership required under Section 16 of the Securities
Exchange Act of 1934, as amended, and except for the filing of a financing
statement in the appropriate jurisdictions to record the security interest
created hereby.

     (e) The execution of this Pledge Agreement and the delivery of the
Certificates to TPR pursuant to this Pledge Agreement create a valid and
perfected first priority security interest in the Collateral in favor of TPR
securing the payment of the Secured Obligations (assuming the filing of a
financing statement in the appropriate jurisdictions to record the security
interest created hereby).

     7. Further Assurances. Chernis agrees that at any time and from time to
time Chernis will promptly execute and deliver all such further instruments and
documents and take all such further actions, as may be necessary or as TPR may
reasonably request, in order further to perfect and protect the security
interest in the Collateral in favor of TPR granted or purported to be granted
pursuant to this Pledge Agreement and to enable TPR to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

     8. Income, Dividends, Distributions or Other Payment. As long as no Event
of Default (as defined in the Notes) shall have occurred and be continuing,
Chernis shall be entitled to receive and retain any and all regular cash
dividends paid on or with respect to the Collateral. Upon the occurrence and
during the continuance of an Event of Default, all rights of Chernis to receive
such dividends which Chernis would otherwise be authorized to receive and retain
pursuant to this Section 8 shall cease and all such rights shall thereupon
become vested in TPR which shall thereafter have the sole right to receive and
hold as Collateral such dividends during the continuance of such Event of
Default. All regular cash dividends which are received by Chernis contrary to
the provisions of this Section 8 and all other dividends or other distributions
paid on or with respect to the Collateral during the term of this Pledge
Agreement (including, without limitation, extraordinary cash dividends and
dividends in the form of property other than cash) shall be received by Chernis
in trust for the benefit of TPR, shall be segregated from other funds of Chernis
and shall immediately be paid over to TPR as Collateral in the same form as so
received (with any necessary endorsement). In order to permit TPR to receive the
dividends and other distributions paid on or with respect to the Collateral
which it is authorized to receive and retain pursuant to this Section 8, Chernis
shall, if necessary, upon written request of TPR, from time to time execute and
deliver (or cause to be executed and delivered) to TPR all such payment orders
and other instruments as TPR may reasonably request.

     9. Transfer and Other Liens. Chernis agrees that he will not (a) sell or
otherwise dispose of any of the Collateral or (b) create or permit to exist any
lien, security interest, charge or other encumbrance upon or with respect to any
of the Collateral, except for the Lockup Letter and the lien and security
interest granted under this Pledge Agreement. Any such lien, security interest,
charge or other encumbrance shall be null and void and of no force or effect
whatsoever.


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     10. Remedies Upon Default.

     10.1 Upon the occurrence of an Event of Default (as defined in the Notes),
TPR will give Chernis 30-days' written notice of any intent to exercise or
pursue the remedies provided hereunder. If such Event of Default is not cured by
Chernis within 5 business days of his receipt of written notice from TPR, then
TPR shall have 60 days after Chernis's failure to cure such Event of Default to
exercise or pursue its rights and remedies under this Section 10 for such Event
of Default. TPR shall have all of the default rights, powers and remedies of a
secured party under Section 9-501 et seq. of the UCC, all of the rights, powers
and remedies available at law or in equity for the enforcement of the Secured
Obligations and the realization of the benefits of this Agreement and the
Collateral, and all of the following rights, powers and remedies:

     (a) to declare all of the Secured Obligations to be immediately due and
payable;

     (b) to take immediate possession of the Collateral and sell, at public or
private sale or sales, lease, assign, collect, transfer or otherwise dispose of
it or realize upon it, provided that TPR shall sell or dispose of only that
portion of the Collateral necessary to fulfill the Secured Obligations;

     (c) to exercise and enforce all of the rights and powers and pursue all of
the remedies of Chernis in respect of the Collateral;

     (d) to settle, adjust or compromise any claim or dispute in respect of the
Collateral; and

     (e) to settle, adjust or compromise the Secured Obligations, provided that
TPR will not forgive the Loan or any amount due TPR under this Agreement without
the prior consent of Chernis.

     10.2 TPR may apply all amounts actually realized by it resulting from the
exercise of any right or power or the pursuit of any remedy after an Event of
Default in such manner and in such order of priority as TPR in its sole
discretion may determine.

     10.3 Any and all sales or other dispositions of the Collateral by TPR shall
not be at a price that is below the Fair Market Value of the Collateral
calculated as of the date of the Event of Default prompting such sale or
disposition. TPR or any nominee of TPR may be the purchaser, assignee or
transferee of all or any part of the Collateral.

     10.4 Chernis shall pay, immediately upon demand therefor, all reasonable
and customary costs and expenses (including counsel fees and expenses) incurred
by TPR in seeking to exercise any right or power or to pursue any remedy in any
manner relating to the Collateral or this Agreement together with simple
interest thereon at the rate of twelve percent (12%) per annum from the date
incurred to the date paid by


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Chernis. The liability of Chernis arising under this Section 10.4 is without
recourse to Chernis and shall be included within the Secured Obligations secured
by the Collateral.

     11. No Waiver. No failure on the part of TPR to exercise, no course of
dealing with respect to and no delay in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by TPR of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are to the fullest extent permitted by law
cumulative and are not exclusive of any other remedies provided by law.

     12. Amendments. No amendment or waiver of any provision of this Pledge
Agreement or consent to departure therefrom shall be effective unless
agreed to in writing by Chernis and TPR in the case of an amendment or by TPR in
the case of a waiver or consent to departure therefrom.

     13. Termination of Security Interest and Release.

     (a) When all Secured Obligations have been paid in full, this Pledge
Agreement shall terminate and TPR shall forthwith assign, transfer and deliver
to or on the order of Chernis, against receipt and without recourse to TPR, such
of the Collateral as shall not have been released, sold or otherwise applied
pursuant to the terms hereof.

     (b) Chernis shall at all times retain the right to sell shares represented
by the Collateral, provided that the net proceeds from such sales are used to
prepay the Loan, and also provided that such sales are in accordance with the
provisions of any applicable underwriters' lock-up or similar agreements. TPR
will release its security interest in the Collateral to the extent necessary to
permit any such sales.

     14. Addresses for Notices. All notices, requests, demands or other
communications to or from TPR or Chernis shall be in writing and shall be deemed
to have been duly 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, request, demand
or communication shall be addressed or delivered as follows, or to such other
addresses as the parties may designate by like notice:

     If to Chernis:

              Mark Chernis
              101 West 90th Street
              New York, NY  10024

     If to TPR:


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              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.

     14. Continuing Security Interest. This Pledge Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until payment in full of all Secured Obligations, be binding upon
Chernis and his heirs, executors, administrators, successors and assigns and
inure, together with the rights and remedies of TPR hereunder, to the benefit of
TPR and each of its successors, transferees and assigns.

     15. Governing Law. This Pledge Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
choice of law provisions thereof. Venue in any action or proceeding arising out
of or relating to this Pledge Agreement shall be in any state or federal court
sitting in New York, New York, and Chernis 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 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.

     16. Attorney-in-Fact. Chernis hereby appoints TPR as Chernis's
attorney-in-fact and proxy for the purpose of carrying out the provisions of
this Pledge Agreement and taking any action and executing any instrument which
TPR may reasonably deem necessary or advisable to accomplish the purposes
hereof. The foregoing power of attorney is coupled with an interest and shall be
irrevocable prior to payment in full of the Secured Obligations. TPR shall give
Chernis prior written notice of any actions taken by TPR as attorney-in-fact for
Chernis.


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     IN WITNESS WHEREOF, Chernis and TPR have caused this Pledge and Security
Agreement to be executed as of the day and year first above written.

THE PRINCETON REVIEW, INC.


By:    /s/ John Katzman                              /s/ Mark Chernis
     ------------------------               ------------------------------------
      John Katzman                                   Mark Chernis
      Chief Executive Officer


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                                   Schedule I

                                 Pledged Equity

<TABLE>
<CAPTION>
          Issuer             Type of Security   Number of Shares   Certificate Number   Date
          ------             ----------------   ----------------   ------------------   ----
<S>                            <C>                   <C>                   <C>            <C>
The Princeton Review, Inc.     Common Stock           35,663 (1)           *              *
The Princeton Review, Inc.     Common Stock          142,653 (2)           *              *
</TABLE>

(1) These shares are to be delivered by Chernis upon the execution and delivery
of the First Note.

(2) These shares are to be delivered by Chernis upon the execution and delivery
of the Second Note.

* Certificate number to be provided at a later date. These shares are currently
represented by certificate number CB 20 representing 428,847 shares of common
stock. These shares will be represented by a new certificate issued upon
exchange of certificate CB 20.


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