POWER OF ATTORNEY



Know all by these present, that the undersigned hereby constitutes and appoints each of Neal Winneg, and

Shawna Toussaint of The Princeton Review, Inc. (the ?Company?) and John Mutkoski, Ed King and

Robert Blood of Goodwin Procter LLP, signing singly, with full power of substitution, the undersigned's

true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director

and/or 10% shareholder of the Company, forms and authentication documents for EDGAR Filing Access;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such forms and authentication documents;



(3) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer, director

and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United

States Securities and Exchange Commission and any stock exchange or similar authority; and



(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of

such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by the undersigned,

it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as

such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could

do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all

that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934, as amended.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 30th day of March, 2008.



/s/Richard Katzman

Signature



Richard Katzman

Printed Name