EX-24 2 attach_1.htm POWER OF ATTORNEY DATED JULY 9, 2010
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, and Ed King 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 9th day of July 2010.



/s/ Christian Kasper

Signature



Christian Kasper

Printed Name