PRINCETON REVIEW INC
EXHIBIT 10.55
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-55.txt
<DESCRIPTION>EXHIBIT 10.55
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                                                                   Exhibit 10.55

                          NON-RECOURSE PROMISSORY NOTE

$400,000.00                                                   New York, New York
                                                              March 7, 2002

     FOR VALUE RECEIVED, Mark Chernis ("Chernis"), an individual residing at 101
West 90th Street, New York, NY 10024, 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 Four Hundred Thousand Dollars ($400,000.00), 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 Funding Date (as
defined in the Letter Agreement, dated as of November 27, 2001, by and between
Chernis and TPR) and (b) the date 60 days from the date Chernis'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 Chernis to TPR on the second, third and fourth anniversaries of the
Maturity Date, respectively (each an "Anniversary"); provided that TPR will give
Chernis 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 Chernis, which shall in no event be more than 10
days after the receipt by TPR of a request for such funds by Chernis in
substantially the form attached hereto as Exhibit A..

     Chernis 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 Chernis 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
Chernis. 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 Chernis 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 Chernis 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
Chernis 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 November 27, 2001 (the
"Pledge Agreement"), by Chernis in favor of TPR. This Note and all Secured
Obligations of Chernis (as defined in the Pledge Agreement) shall be
non-recourse to Chernis. 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 Chernis 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 Chernis 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 Chernis either pursuant to an
effective registration statement under the Securities Act of 1933 or the
provisions of Rule 144 under that act, Chernis 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
Chernis.

     Chernis hereby represents and warrants that Chernis 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. Chernis 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 Chernis, 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 Chernis 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 Chernis of any representation, warranty or agreement of
          Chernis contained herein or in the Pledge Agreement; or

     C.   In respect of Chernis, (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 Chernis 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, Chernis 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 Chernis may be satisfied only out of
Collateral, with no recourse to Chernis, 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 Chernis 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 Chernis:

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

     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
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


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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, Chernis has executed and delivered this Note on the
date above written.


                                                      /s/ Mark Chernis
                                                      --------------------------
                                                          Mark Chernis


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                                    Exhibit A

                            Form of Request for Funds

                                              ____________, 2002

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
27, 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
$400,000 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,


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