Exhibit 10.2

FRANCHISE AND ASSET SALE AGREEMENT

This Franchise and Asset Sale Agreement (this “ Agreement ”) by and among The Princeton Review, Inc., a Delaware corporation (“ Parent ”), TPR SoCal, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Merger Sub II ”), LeComp Co., Inc., a California corporation (“ LeComp ”), and Lloyd Eric Cotsen, an individual residing in the State of California and the sole stockholder of LeComp (“ Cotsen ”), is hereby made and entered into as of June 11, 2008. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined). The foregoing parties are sometimes referred to herein each individually as a “ Party ” and, collectively, as the “ Parties .”

W I T N E S S E T H

WHEREAS, Merger Sub II desires to purchase from LeComp, and LeComp desires to sell to Merger Sub II, that certain The Princeton Review Franchise Agreement, dated as of August 5, 2005, by and between Parent and LeComp (as amended by and together with the Settlement Agreement and the Letter Agreement, each as hereinafter defined, the “ Franchise Agreement ”), and any and all addenda or agreements related thereto among Parent, LeComp and/or Cotsen, each as amended or supplemented to date, in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, in connection with the purchase of the Franchise Agreement by Merger Sub II, Merger Sub II desires to purchase from LeComp, and LeComp desires to sell to Merger Sub II, substantially all of the operating assets of LeComp used in connection with the business of LeComp which exploits the Franchise Agreement, including the goodwill of LeComp associated therewith (the “ Franchise Business ”), in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, in connection with such purchase and sale of assets, including the Franchise Agreement and goodwill of LeComp associated therewith, each of LeComp and Cotsen desires to enter into a noncompetition agreement in favor of Parent;

WHEREAS, the Parties desire to set forth their understanding with respect to certain other covenants and agreements of LeComp and Cotsen;

WHEREAS, Parent has entered into an Agreement and Plan of Reorganization, dated as of June 11, 2008, by and among Parent, TPR SoCal I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub I ”), Merger Sub II, The Princeton Review of Orange County, Inc., a California corporation (“ Orange ”), and Paul Kanarek, an individual residing in the State of California and the sole stockholder of Orange (the “ Merger Agreement ”), pursuant to which Merger Sub I will merge with and into Orange, with Orange surviving the merger, followed by a merger of the surviving corporation of the foregoing merger with and into Merger Sub II, with Merger Sub II surviving the merger, subject to the terms and conditions of the Merger Agreement (collectively, the “ Merger ”);

WHEREAS, Parent, Merger Sub II, LeComp and Cotsen each desire that this Agreement (collectively, the transactions, covenants and agreements contemplated by this Agreement are the “ LeComp Transactions ”) be effective as of the LeComp Closing (as hereinafter defined).

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Purchase and Sale of Assets .

(a) Purchased Assets . In accordance with the terms and conditions set forth in this Agreement, at the LeComp Closing, Merger Sub II shall purchase, and LeComp shall sell, convey, assign, transfer and deliver to Merger Sub II, free and clear of any Liens (as hereinafter defined), except for any Permitted Liens (as hereinafter defined), by appropriate instruments of conveyance reasonably satisfactory to Parent, the Franchise Agreement (including, for the avoidance of doubt, the Settlement Agreement and Letter Agreement), all assets, properties, rights, titles and interests of every kind or nature owned, leased, licensed or otherwise held by LeComp (including indirect and other forms of beneficial ownership) as of the LeComp Closing, and in any case, belonging to or intended to be used in the Franchise Business, whether tangible, intangible, real or personal and, wherever located, including, but not limited to, those assets set forth on Exhibit A hereto (the “ Purchased Assets ”), and excluding those assets set forth in Section 1(b), below (the “ Excluded Assets ”).

(b) Excluded Assets . LeComp shall retain the following assets:

(i) the real property having addresses at (A) 1880 Veteran Avenue, #310, Los Angeles, CA, 90025 and (B) 26918 Malibu Cove Colony, Malibu, CA 96268;

(ii) the storage lockers at 1964 Westwood Boulevard, Los Angeles, CA 90025;

(iii) the personal property attached to and located in the real property described in (i) and (ii), above, as set forth on Schedule 1(b)(iii) hereto;

(iv) all cash held in accounts of LeComp at the LeComp Closing in excess of an amount equal to the Assumed Liabilities (described below); and

(v) all marketable securities.

(c) Assumed Liabilities; Excluded Liabilities . In accordance with the terms and conditions set forth in this Agreement, at the LeComp Closing, Merger Sub II shall assume and shall agree to pay, defend, discharge and perform as and when due and performable only the specific Liabilities of LeComp set forth on Exhibit B hereto (the “ Assumed Liabilities ”). Notwithstanding the foregoing sentence, LeComp shall retain, and shall be responsible for paying, performing and discharging when due, and neither Merger Sub II nor Parent or any Affiliate thereof shall assume or have any responsibility for, all Liabilities of LeComp and Cotsen as of the LeComp Closing other than the Assumed Liabilities (the “ Excluded Liabilities ”). For the avoidance of doubt, Excluded Liabilities shall include, without limitation, (i) any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & Campbell v. The Princeton Review, Inc. , including, but not limited to the amount to be paid by LeComp in settlement of such case, and (ii) any Tax liabilities of LeComp or Cotsen, whether or not attributable to or resulting from the transactions contemplated by this Agreement.

(d) Franchise Agreement . The covenants, obligations and agreements of LeComp set forth in the Franchise Agreement of any type which are, by their terms, intended to survive transfer of the Franchise Agreement shall survive and remain in full force and effect, including, but not limited to, those set forth in Section 10.2.2, Section 11, Section 13.3 (except with respect to Section 13.2 of the Franchise Agreement), Section 13.4, Section 18.1, Section 18.2, Section 18.3, Section 18.4, Section 18.5, Section 19.2 and Section 21.7 (collectively, the “ Franchise Agreement Surviving Provisions ”). Notwithstanding that Section 13.2 and 18.6, by the terms of the Franchise Agreement, survive transfer of the Franchise Agreement, such sections of the Franchise Agreement shall not so survive.

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(e) Waiver of Consent Requirements . Parent hereby waives the requirements of Section 14.1 of the Franchise Agreement to the extent that they apply to the transactions contemplated by this Agreement.

(f) Allocation . The allocation of the LeComp Purchase Price and Assumed Liabilities (and any other amounts properly treated as additional purchase price for Tax purposes) among the tangible and intangible assets of LeComp and the Noncompete Agreement is attached hereto as Exhibit C (the “ Purchase Price Allocation ”). The Purchase Price Allocation shall be binding on Parent and LeComp. Parent shall timely prepare IRS Form 8594 based on the Purchase Price Allocation and deliver a copy of such form to LeComp for LeComp’s approval, which shall not be unreasonably withheld, conditioned or delayed. Parent and LeComp agree to timely file the agreed upon form with each relevant Taxing Authority and to refrain from taking any position on a Tax Return or otherwise inconsistent with such form and the Purchase Price Allocation; provided , however , that (i) nothing contained in this Section 1(f) shall prevent Parent from settling any proposed deficiency or adjustment by any governmental authority with respect to any Parent Tax Return based upon or arising out of the Purchase Price Allocation, and Parent shall not be required to litigate before any court, any proposed deficiency or adjustment by any governmental authority with respect to any Parent Tax Return challenging such Purchase Price Allocation, and (ii) nothing contained in this Section 1(f) shall prevent Cotsen from settling any proposed deficiency or adjustment by any governmental authority with respect to any LeComp Tax Return based upon or arising out of the Purchase Price Allocation, and Cotsen shall not be required to litigate before any court, any proposed deficiency or adjustment by any governmental authority with respect to any LeComp Tax Return challenging such Purchase Price Allocation.

(g) Sales and Transfer Taxes . Each of (i) Cotsen or LeComp and (ii) Parent shall pay fifty percent (50%) of all applicable sales and transfer Taxes (or any similar Taxes) and all recording and filing fees that may be imposed, assessed or payable by reason of the operation or as a result of this Agreement, including, without limitation, the sale and purchase of the Purchased Assets.

(h) Tax Matters .

(i) LeComp Tax Returns . Subject to Section 1(h)(iii) below, LeComp will be responsible for the preparation and filing of all tax returns of LeComp (including Tax Returns required to be filed after the LeComp Closing) to the extent such Tax Returns include or relate to the operations of LeComp or the use or ownership