EXHIBIT 10.32

SHAREHOLDER AGREEMENT

This Shareholder Agreement (the "Agreement") is made and entered into as of 24 day of January, 2002, by and among The Profit Recovery Group International, Inc., a Georgia corporation ("PRGX"), Howard Schultz & Associates International, Inc., a Texas corporation ("HSA-Texas"), Howard Schultz, a Texas resident ("H. Schultz"), Andrew H. Schultz, a Texas resident ("A. Schultz"), each of the trusts identified on the signature pages hereto (collectively, the "Trusts" and individually a "Trust"), John M. Cook, a Georgia resident ("Cook"), and John M. Toma, a Georgia resident ("Toma").

RECITALS

WHEREAS, H. Schultz, A. Schultz and each of the Trusts, collectively, are the beneficial and/or record owners of a majority of the shares of capital stock of HSA-Texas;

WHEREAS, concurrently with the execution and delivery of this Agreement, PRGX and HSA-Texas have closed the transactions contemplated by that certain Amended and Restated Agreement and Plan of Reorganization ("Acquisition Agreement"), dated December 11, 2001 pursuant to which PRGX has acquired substantially all of the assets of HSA-Texas and by that certain Amended and Restated Agreement and Plan of Reorganization Pursuant to Section 368(e)(1)(B) of The Internal Revenue Code, As Amended, dated December 11, 2001, among PRGX, H. Schultz, A. Schultz and the Andrew H. Schultz Irrevocable Trust (the "AHS Irrevocable Trust") pursuant to which PRGX has acquired the stock of certain related entities in exchange for shares of no par value common stock (the "PRGX Common Stock") of PRGX;

WHEREAS, within a reasonable period of time following the date hereof the ("Closing Date"), HSA-Texas intends to distribute (the "Distribution") all shares of PRGX Common Stock it received pursuant to the Acquisition Agreement to its shareholders, including H. Schultz, A. Schultz and the Trusts; and

WHEREAS, in order to induce HSA-Texas and PRGX to perform their obligations under the Acquisition Agreement, the parties hereto agreed to execute and deliver this Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1 DEFINITIONS. Capitalized terms used herein but not otherwise defined herein shall have the following meanings:

"Beneficially" in the context of security ownership shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Holder" shall mean, prior to the Distribution, each of HSA-Texas, Cook, Toma, and any other Person that becomes a party to this Agreement after the date hereof in accordance with Sections 3.1 and 4.8 hereof; and subsequent to the Distribution, each of H. Schultz, A. Schultz, the Trusts, Cook, Toma and any other Person that becomes a party to this Agreement after the date hereof in accordance with Sections 3.1 and 4.8 hereof.

"Holder Disclosure Schedule" shall mean the disclosure schedule attached to this Agreement, which shall be updated to reflect any Holder that becomes a party hereto after the date hereof.

"Lien" means any pledge, lien, security interest, encumbrance, restriction (voting or otherwise), claim or other similar right of every kind and nature.

"Permitted Assignee" shall mean with respect to each Holder (as defined below) only the following: (x) such Holder's spouse, lineal or adopted descendants, siblings and lineal or adopted descendants of siblings, (y) a trust primarily for the benefit of, the estate of, executors, personal representatives, administrators, guardians or conservators of, any of the individuals referred to in the foregoing clause (x) (but only in their capacity as such) and (z) charitable trusts and charitable foundations. The foregoing clauses (x) and (y) only apply to a Holder that is a natural person.

"Person" means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

"Sale of PRGX" shall mean a single transaction or series of related transactions between PRGX and/or its shareholders on the one hand, and any Person or group of Persons on the other hand, pursuant to which such Person or group of Persons will directly or indirectly (i) acquire shares of PRGX Common Stock possessing the voting power to elect a majority of PRGX's Board of Directors; (ii) consummate a merger, reorganization, share exchange, business combination, recapitalization, amalgamation or consolidation or other similar transaction as a result of which PRGX's shareholders who own voting capital stock issued by PRGX prior to such transaction(s) shall own after the consummation of such transaction(s), less than, 50% of the outstanding voting capital equity of PRGX (or the surviving corporation or its parent, as applicable); or (iii) acquire all or substantially all of PRGX's assets and as a result of which PRGX's shareholders who own shares of PRGX Common Stock prior to such transaction(s) shall own, directly or indirectly, less than 50% of the voting capital equity of the acquiring Person or Persons.

"Term" shall mean the period commencing on the Closing Date and expiring on the Termination Date.

"Termination Date" shall mean the date that this Agreement is terminated pursuant to Section 4.1 hereof.

"Transfer" shall mean any direct or indirect, voluntary or involuntary, sale, transfer, assignment, exchange (by merger or otherwise) of, or grant of any Lien with respect to, PRGX Common Stock or any securities exchangeable or exercisable for or any right to acquire PRGX Common Stock, and shall include any short sale, the sale of any option or contract to purchase, the purchase of any option or contract to sell, the grant of any option, right or warrant to purchase or otherwise transfer or dispose of such securities, entering into any hedge, swap, straddle, collar, single pay contract, prepaid forward contract or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any such securities, whether such transaction is to be settled by delivery of securities, in cash or otherwise.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE HOLDERS

2.1 Representations And Warranties Of The Holders. Each Holder represents and warrants, severally but not jointly, to each other and to PRGX as follows:

(a) Ownership Of PRGX Common Stock. Set forth on Section 2.1(a) of the Holder Disclosure Schedule next to the name of such Holder are (i) the number of shares of PRGX Common Stock owned of record or beneficially by such Holder, and (ii) all of the options and other convertible securities granted to or owned by such Holder that are exchangeable for or convertible into PRGX Common Stock. Except as set forth on Section 2.1(a) of the Holder Disclosure Schedule, (x) such Holder owns all such securities of record and free and clear of all Liens, and (y) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Holder is a party relating to the pledge, disposition or voting of any such securities (other than this Agreement and the Acquisition Agreement). Except for the shares of PRGX Common Stock set forth on Section 2.1(a) of the Holder Disclosure Schedule, such Holder does not beneficially own any PRGX Common Stock.

(b) Authority To Execute And Perform Agreements. Such Holder has the full legal right and power and all authority required to enter into, execute and deliver this Agreement and to perform fully such Holder's obligations hereunder. For each Holder that is not a natural person, the execution and delivery of this Agreement by such Holder have been duly authorized by all requisite organizational action, if any, on the part of such Holder. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity).

(c) No Conflicts; Consents.

(i) The execution and delivery by such Holder of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) or result in creation of any Lien upon any of the property or assets of such Holder under (A) any contract, instrument, agreement or other binding arrangement to which such Holder is a party, or by which such Holder or its assets is bound or (B) any judgment, order, writ,

injunction, decree, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to such Holder or (C) any law, rule or regulation of any governmental or regulatory authority, or (D) if such Holder is not a natural person, any organizational or other governing documents.

(ii) No consent, approval, authorization or permit of, or filing with or notice to any corporation, firm, person or other entity or any domestic or foreign public, governmental or judicial authority is required to be obtained or made by such Holder in connection with the execution and delivery by such Holder of this Agreement and the consummation of the transactions contemplated hereby.

ARTICLE III
RESTRICTIONS ON TRANSFER; VOTING; STANDSTILL; LEGEND

Each Holder, as applicable, covenants and agrees during the Term as set forth in this Article III:

3.1 Transfer Restrictions. Each Holder shall not, directly or indirectly, effect any Transfer of PRGX Common Stock that it now owns of record or hereafter acquires (whether by Transfer, stock split, share dividend, recapitalization, split-up, subdivision, or otherwise), and will take such actions as are necessary to prevent any such Transfer of PRGX Common Stock now or hereafter owned of record by such Holder, other than a Transfer (i) pursuant to the Distribution; (ii) to a Permitted Assignee provided such Permitted Assignee becomes a party to this Agreement and agrees to be bound by the terms hereof; (iii) pursuant to a tender or exchange offer to acquire PRGX Common Stock approved and recommended by a simple majority of PRGX's Board of Directors as set forth in Section 3.2 below (which recommendation is not subsequently withdrawn prior to the consummation of the tender or exchange offer); (iv) by means of a public sale in a "brokers' transaction" (as defined in Rule 144 under the Securities Act of 1933, as amended) in the market on a nationally recognized U.S. exchange or the NASDAQ stock market (including public "block sales" (as defined under Rule 10b-18 of the Exchange Act) made in such a market pursuant to brokers' transactions and private block sales not to exceed $20 million in the aggregate in any given six month period); (v) pursuant to a firm commitment, underwritten registration statement filed and declared effective pursuant to that certain Registration Rights Agreement of even date herewith to which certain Holders and PRGX are parties; (vi) for charitable purposes or pursuant to a gratuitous transfer for the benefit of the Holder, or the Holder's spouse, siblings or lineal descendents, all in an aggregate amount not to exceed $10 million in any given 12 month period, or (vii) pursuant to the written consent of all Holders.

3.2 Voting of Shares. With respect to all PRGX Common Stock now or hereafter owned (whether by Transfer to the Holder, stock split, share dividend, recapitalization, split-up, subdivision or other similar event) of record by a Holder, such Holder shall vote or consent on all matters submitted to a vote of PRGX's shareholders (including without limitation election of directors of PRGX), and will take such actions as are necessary, consistent with the fiduciary duties of the trustees of any trusts, to cause the record holder of any shares of PRGX Common Stock now or hereafter beneficially owned by such Holder to so vote or consent, consistent with

the recommendation by a majority of PRGX's Board of Directors; provided that the majority consists of at least nine members of PRGX's 13 member Board of Directors; provided, further that if the number of members of PRGX's Board of Directors is increased or decreased from 13, then the number of directors required to recommend a matter shall be accordingly increased or decreased to that percentage of the total Board (rounded up to the nearest whole number) equal to 9 / 13; provided, further, that PRGX's Board of Directors has not withdrawn such recommendation prior to the vote or consent of PRGX's Holders. If less than the required number of members of PRGX's Board of Directors make a recommendation, the Holder shall be entitled to vote or consent in his, her or its sole discretion with respect to such matter. Each Holder agrees that it shall not grant any proxies, deposit any PRGX Common Stock into a voting trust or enter into any voting agreement with respect to any PRGX Common Stock now or hereafter owned (whether by Transfer to the Holder, stock split, share dividend, recapitalization, split-up, subdivision or other similar event), of record by it, and will take such actions as are necessary to prevent any record holder of PRGX Common Stock now or hereafter beneficially owned by such Holder from taking any such action, except pursuant to this Agreement.

3.3 Standstill. Each Holder shall not, directly or indirectly, alone or in concert with any other Person (i) initiate, propose, cause, participate in, vote in favor of or consent to a Sale of PRGX unless such Sale of PRGX has been approved and recommended by a majority of PRGX's Board of Directors (which recommendation is not subsequently withdrawn prior to consummation of such Sale of PRGX); (ii) initiate or propose any Holder proposal or action or make, or in any way participate in or encourage, any "solicitation" of "proxies" (as those terms are used in Regulation 14A under the Exchange Act) to vote or written consents, or seek to influence any Person with respect to the voting of or consenting with respect to PRGX Common Stock, or become a "participant" in a "solicitation" (as those terms are used in Regulation 14A under the Exchange Act) in opposition to a recommendation of PRGX's Board of Directors with respect to any matter; (iii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding, voting or effecting the Transfer of any PRGX Common Stock; or (iv) take any action that might require PRGX to make a public announcement regarding a Sale of PRGX unless such Sale of PRGX has been approved and recommended by a majority of PRGX's Board of Directors (which recommendation is not subsequently withdrawn prior to consummation of such Sale of PRGX). In the event a Holder is an officer or director of PRGX, nothing in the foregoing sentence shall be construed to obligate such Holder to act in any manner inconsistent with or which may conflict with such Holder's fiduciary duties as an officer or director of PRGX.

3.4 Legend. The certificates representing PRGX Common Stock now owned or hereafter acquired by HSA-Texas, H. Schultz, A. Schultz and the Trusts shall bear a legend in substantially the following form along with any other legends required by applicable securities laws (the legend set forth below shall be removed subsequent to the Termination Date or following any permitted Transfer hereunder, upon request of the Holder to PRGX):

"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS, COVENANTS AND RESTRICTIONS IN REGARD TO THE VOTING OF SUCH SHARES AND THEIR TRANSFER, AS PROVIDED IN A SHAREHOLDER AGREEMENT DATED [INSERT DATE] BY AND AMONG PRGX AND CERTAIN

PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PRGX."

ARTICLE IV
MISCELLANEOUS

4.1 Termination. This Agreement shall terminate upon the earlier to occur of (i) the second anniversary of the Closing Date, (ii) a material default by PRGX with respect to any material loan agreement, provided that the lender under such loan agreement has given PRGX written notice of such material default and has exercised its right to notice the default in accordance with the terms of such loan agreement and such default remains uncured or unwaived for not less than thirty days following PRGX's receipt of such notice; (iii) consummation by PRGX, without the consent of H. Schultz or his personal representative or estate, of a merger, consolidation, exchange, sale of substantially all of the assets of PRGX or other business combination having an aggregate transaction value in excess of $50 million; (iv) consummation of a fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by PRGX of PRGX Common Stock with net proceeds to PRGX in excess of $50 million; (v) amendment of PRGX's Articles of Incorporation as they exist on the Closing Date other than any amendment contemplated in the Acquisition Agreement or an amendment approved by H. Schultz; or (vi) modification of the number of members of PRGX's Board of Directors other than as contemplated in the Acquisition Agreement or as approved by H. Schultz; provided, however, that a vote in favor of any action or transaction referenced in (iii), (v) or (vi) above by H. Schultz, as a member of PRGX's Board of Directors, shall be deemed to be a consent to and approval of such action or transaction for purposes of this Agreement.

4.2 Amendment. This Agreement may be amended only by a written instrument executed by the parties or their respective successors or assigns.

4.3 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified in a written notice delivered in accordance with the terms hereof) or sent by confirmed electronic transmission to the telecopier number specified below:

If to PRGX, to:                  The Profit Recovery Group International, Inc.
                                 2300 Windy Ridge Parkway
                                 Suite 100 North
                                 Atlanta, GA 30339-8426
                                 Attention: Clinton McKellar Jr.
                                 Senior Vice President and General Counsel
                                 Telecopier No.: (770) 779-3034

with a copy (which shall not
constitute notice) to:           Arnall Golden Gregory LLP
                                 2800 One Atlantic Center
                                 1201 W. Peachtree Street
                                 Atlanta, GA 30309
                                 Attention: Jonathan Golden, Esq.
                                 Telecopier No.: (404) 873-8701

If to HSA-Texas, H. Schultz,
A. Schultz or the Trusts:        Shareholders' Representative
                                 Howard Schultz & Associates International, Inc.
                                 9241 LBJ Freeway
                                 Dallas, TX 75243
                                 Attention: Howard Schultz
                                 Telefax: (972) 690-7584

with a copy (which shall not
constitute notice) to:           Malouf Lynch Jackson & Swinson
                                 600 Preston Commons East
                                 8115 Preston Road
                                 Dallas, TX 75225
                                 Attention: Curtis Swinson, Esq.
                                 Telefax: (214) 273-0567

If to a Holder, to the address or telecopier number specified in the Holder Disclosure Schedule for such Holder.

4.4 Counterparts. This Agreement may be executed in two or more counterparts and each counterpart shall be deemed to be an original, but all of which shall constitute one and the same original.

4.5 Applicable Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Georgia without reference to choice of law principles, including all matters of construction, validity and performance.

4.6 Severability; Enforcement. The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

4.7 Further Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to consummate the transactions contemplated by this Agreement.

4.8 Additional Holders; Assignment. The parties hereto agree that, from time to time after the date hereof, additional Holders may be added as parties hereto by executing a counterpart of this Agreement or an instrument, reasonably acceptable to PRGX whereby such Holder shall join in and become a party to this Agreement as a Holder and shall agree to be bound by and to perform all obligations of a Holder hereunder, without in either case further action by any party hereto or thereto. In each such event, the Holder Disclosure Schedule shall be updated to reflect information relating to such Holder. Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; except that in the event of a merger, consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity, PRGX may assign its rights and obligations hereunder without the prior consent of, but with notice to, H. Schultz, A. Schultz and the Trusts.

4.9 Entire Agreement. This Agreement and the Asset Purchase Agreement contain the entire understanding of the parties hereto and thereto with respect to the subject matter contained herein and therein, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. There are no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto or to the Asset Purchase Agreement with respect to the transactions contemplated by this Agreement and the Asset Purchase Agreement other than those set forth herein or therein or made hereunder or thereunder.

4.10 Specific Performance. The parties hereto agree that the remedy at law for any breach or threatened breach of this Agreement will be inadequate and that any party by whom this Agreement is enforceable shall be entitled to specific performance in addition to any other appropriate relief or remedy. Such party may, in its sole discretion, apply to a court of competent jurisdiction for and shall be entitled to, without posting any bond and without any showing of irreparable injury, specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.

4.11 Headings; References. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to "Articles", "Sections", "Schedules" or "Exhibits" shall be deemed to be references to Articles or Sections hereof or Schedules or Exhibits hereto unless otherwise indicated.

4.12 Several and not Joint Obligations. The obligations of the Holders under this Agreement are the several and not joint obligations of each such Holder, each Person has made an individual and separate decision relating to his or its execution of this Agreement, and the Holders shall not by action of this Agreement (i) be deemed to be acting in concert or as a

"group" (within the meaning of Section 13(d)(3) of the Exchange Act) or (ii) be deemed to have formed a partnership or joint venture.

4.13 All Holders acknowledge that they are "affiliates" of PRGX as such term is used in Rule 144 under the Securities Act of 1933, as amended. In addition, each Trustee of the Trusts acknowledges that so long as he is a trustee of the Trust, any sales by such Trust of PRGX Common Stock pursuant to Rule 144 will be aggregated with sales made or proposed to be made by the grantor of such Trust for purposes of determining when the volume limitations of Rule 144 have been met.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   --------------------------------------------
Name: John M. Cook
Its: Chairman of the Board and CEO


 /s/ John M. Cook
-----------------------------------------------
John M. Cook


 /s/ John M. Toma
-----------------------------------------------
John M. Toma

HOWARD SCHULTZ & ASSOCIATES
INTERNATIONAL, INC.

By: /s/ Howard Schultz
   --------------------------------------------
Name: Howard Schultz
     ------------------------------------------
Its: CEO
    -------------------------------------------


 /s/ Howard Schultz
-----------------------------------------------
Howard Schultz


 /s/ Andrew H. Schultz
-----------------------------------------------
Andrew H. Schultz

Andrew H. Schultz Irrevocable Trust u/a dated May 1, 1997

By: /s/ Andrew H. Schultz
   --------------------------------------------
   Andrew H. Schultz, Sole Trustee

The Zachary Herman Schultz Trust u/a dated June 3, 1997

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The Gabriella Schultz Trust u/a dated March 31, 1998

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The Samuel Joel Schultz Trust u/a dated July 3, 2001

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The HHS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The LVS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

EXHIBIT 10.33

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 24th day of January, 2002, by and among The Profit Recovery Group International, Inc., a Georgia corporation ("PRGX"), Howard Schultz & Associates International, Inc., a Texas corporation ("HSA-Texas"), and the persons listed on Exhibit A attached hereto, being the holders of substantially all of the issued and outstanding shares of voting and nonvoting common stock of HSA-Texas and substantially all of the outstanding equity of Howard Schultz & Associates (Asia) Limited, a Hong Kong corporation ("Asia"); HS&A International Pte Ltd., a Singapore corporation ("Singapore"), Howard Schultz & Associates (Australia), Inc., a Texas corporation ("Australia"), and Howard Schultz & Associates (Canada), Inc., a Texas corporation ("Canada") immediately prior to the consummation of the transactions contemplated by the Acquisition Agreements (as defined below). Such persons listed on Exhibit A, together with any permitted assignees thereof are hereinafter individually referred to as a "Holder" and collectively "Holders".

RECITALS:

WHEREAS, PRGX and certain of the Holders have entered into that certain Amended and Restated Agreement and Plan of Reorganization Pursuant to Section 368(a)(1)(B) of the Internal Revenue Code, as Amended, and that certain Amended and Restated Agreement and Plan of Reorganization, both dated as of December 11, 2001 (collectively, the "Acquisition Agreements") that provide for the acquisition of substantially all of the issued and outstanding shares of capital stock of Asia, Singapore, Australia and Canada and the acquisition of substantially all of the assets of HSA-Texas by PRGX and the issuance by PRGX of certain shares of PRGX common stock in connection with the Acquisition Agreements that are subject to the provisions of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act");

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained herein and of the mutual benefits to be derived herefrom, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEMAND REGISTRATION

(a) If PRGX shall receive, at any time after the date hereof, a written request from the Holder(s) of Registrable Securities (as hereinafter defined) that PRGX file a firm commitment, underwritten registration statement pursuant to the Securities Act on Form S-3 or a successor form thereto covering the registration of at least $5 million in value of the Registrable Securities then outstanding (each a "Demand Registration"), then PRGX shall use its reasonable best efforts to effect the registration under the Securities Act on Form S-3 or a successor form thereto of all Registrable Securities which such Holder(s) have requested to be registered. If PRGX is not eligible to use Form S-3 to register the Registrable Securities at the time such request is made, PRGX shall be obligated to utilize such substitute form as it shall reasonably choose. Within ten (10) business days after receipt of any such request, PRGX shall give written

notice of such requested registration to all other Holders of Registrable Securities in accordance with Section 7.1 hereof, and shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which PRGX has received written requests for inclusion therein within 20 days after the mailing of PRGX's notice; provided, however, that PRGX shall not be required to file any registration statement pursuant to the provisions of this Article I (a) until six months have passed from the effective date of the last registration statement previously filed under this Article I, if any. The term "Registrable Securities" means (i) the shares of PRGX common stock issued to the Holders pursuant to the Acquisition Agreements, (ii) any other securities of PRGX issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned in conformity with the provisions of Article VI hereof. Notwithstanding the foregoing, any particular shares of PRGX common stock or other securities shall be treated as Registrable Securities only if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. The term "Registrable Securities" shall not include securities which are eligible for immediate sale under Rule 144 or Rule 145 under the Securities Act. The foregoing notwithstanding, and regardless of whether or not PRGX shall have postponed the filing, amendment or updating of a registration statement or prospectus pursuant to Article I(d) hereunder, PRGX shall not be obligated to cause a registration hereunder to become effective, or to amend or update an already effective registration under this Article I(a) or Article I(c), prior to one hundred twenty (120) days following the effective date of a PRGX-initiated registration (other than a registration effected solely to qualify an employee benefit plan, to effect a business combination pursuant to Rule 145 or to satisfy contractual rights of other security holders, to the extent such registration is not underwritten) or such longer period not to exceed one hundred eighty (180) days as any underwriter thereof shall require, provided that PRGX shall use its best efforts to achieve such effectiveness promptly following the end of such period;

(b) PRGX shall only be required to file a registration statement pursuant to Article I(a) in connection with a firm commitment, underwritten offering. The underwriter will be selected by PRGX, subject to the approval of a majority in interest of the Holders including Registrable Securities in the requested registration, such approval not to be unreasonably withheld or delayed; provided, however, that PRGX shall have no liability or further obligation with respect to a specific request hereunder if it, in good faith, is unable to obtain an acceptable underwriter. If such an underwriter is obtained, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Article I, if the underwriter advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the offering shall be allocated among all Holders thereof in

proportion (as nearly as practicable) to the amount of Registrable Securities of PRGX originally requested to be included by each Holder in the underwriting; provided, however, that the number of shares of Registrable Securities to be included in such offering shall not be reduced unless all other securities, if any, are first entirely excluded from the offering; and provided further, that, if a Holder has to reduce the amount of Registrable Securities to be included in the offering, the Holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn and the Holders pay all Registration Expenses (as hereinafter defined) in connection with such registration, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder.

(c) In addition to and not in limitation of the foregoing, on or before the closing of the transactions contemplated by the Acquisition Agreements, PRGX shall file a registration statement pursuant to the Securities Act on Form S-3 or a successor form thereto covering the registration of no more than $10 million in value (based on the PRGX Average Price as defined in the Acquisition Agreements) of the Registrable Securities for the account of such persons and in such amounts as specified by Howard Schultz and Andrew Schultz, who shall each have designation rights with respect to $5 million of such Registrable Securities (also a "Demand Registration," hereunder).

(d) Notwithstanding the foregoing, if PRGX shall furnish to Holders requesting a registration statement pursuant to Article I(a), or to Holders who have included securities in a registration statement that has been or is to be filed pursuant to Article I(a) or Article (I)(c), a certificate signed by the General Counsel, Chief Financial Officer or Chief Executive Officer of PRGX stating that, in his good faith judgment, it would require the disclosure of material, nonpublic information and would be seriously detrimental to PRGX and its stockholders for such registration statement to be filed or to be amended or supplemented in accordance with Article II(f) and it is therefore essential to defer the filing of such registration statement or amendment or supplement, PRGX shall have the right to defer such filing (other than the initial filing pursuant to Article I(c)) for a period of not more than 135 days after receipt of the request of the initiating Holders in the case of an initial filing, or not more than 135 days after the date of delivery of such certificate in the case of an amendment or supplement; provided, however, that if a Demand Registration is delayed hereunder, the Holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations under Article I(a) and PRGX shall pay all Registration Expenses in connection with such registration.

ARTICLE II

REGISTRATION PROCEDURES

Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX, will as expeditiously as practicable:

(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities as soon as practicable, but no sooner than forty-five (45) days from the receipt of the request, on Form S-3 or a successor form

thereto if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; and

(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than ninety (90) consecutive days, or such shorter period which will terminate upon the earlier to occur of that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; and

(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter in accordance with Section 7.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and

(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and

(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and

(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and subject to Article I(d) hereof, prepare and file as soon as practicable with the SEC and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under

which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and

(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and

(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and

(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and

(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and

(k) Cooperate with the selling Holders of Registrable Securities and the managing underwriter to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters; and

(l) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(d) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and

(m) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration requested under Article I hereof, PRGX shall enter into any necessary agreements in connection with the underwriting, including a customary underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Holders and shall contain such representations and warranties by, and such other agreements on the part of, PRGX and such other terms as are generally included in the underwriting agreements of nationally recognized underwriters, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations and warranties by the participating Holders as are generally included in agreements of that type, including, without limitation, indemnities and contribution agreements; provided, however, that PRGX shall not be required to make any representations or warranties with respect to written information provided by a selling Holder for inclusion in the registration statement; and

(n) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and

(o) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

ARTICLE III

REGISTRATION EXPENSES

As used herein, "Registration Expenses" shall mean all expenses (other than underwriting discounts and commissions) incurred in connection with all registrations, filings or qualifications pursuant hereto, whether or not such registration becomes effective or remains effective for the applicable period contemplated hereby, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees and fees and disbursements of counsel for PRGX. All Registration Expenses (but specifically excluding the fees and expenses of counsel for the Holders) shall be borne by PRGX; provided, however, that PRGX shall not be required to pay any Registration Expenses of any registration proceeding begun pursuant to Article I(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless all Holders agree that such request shall count as one Demand Registration pursuant to Article I(a).

ARTICLE IV

UNDERTAKINGS OF THE HOLDERS OF REGISTRABLE SECURITIES

4.1 Suspension of Sales. If any Registrable Securities are included in a registration statement pursuant to the terms of this Agreement, the Holder thereof will not (until further notice delivered in accordance with
Section 7.1 hereof) effect sales thereof after receipt of written notice from PRGX pursuant to Article II(f) and delivered in accordance with Section 7.1

hereof of the occurrence of an event specified therein in order to permit PRGX to correct or update the registration statement or prospectus in accordance with Article II(f), provided that the obligations of PRGX with respect to maintaining any registration statement current and effective shall be extended by a period of days equal to the period said suspension is in effect.

4.2 Compliance. If any Registrable Securities are being registered in any registration pursuant to this Agreement, the Holder thereof will comply with all anti-stabilization, manipulation and similar provisions of Section 10 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder by the SEC. Without limiting the foregoing, each Holder agrees that at any time that he, she or it is in possession of material, inside information regarding PRGX, such Holder will immediately cease all sales pursuant to any then-effective registration statement hereunder.

4.3 Blackout Periods. Each Holder acknowledges and agrees that for so long as such Holder is either an executive officer or a director of PRGX or is controlled by an executive officer or director of PRGX, such Holder shall be subject to PRGX's "blackout period" policy and as a result shall be prohibited from engaging in certain transfers of PRGX securities during the periods beginning on the fifteenth day before the end of each quarter and ending on the third business day following PRGX's announcement of earnings with respect to such quarter. Prohibited transfers include, without limitation, sales, pledges and hedges. Each Holder hereby acknowledges that a copy of PRGX's blackout period policy has been made available to such Holder.

4.4 Termination of Effectiveness. At the end of the period during which PRGX is obligated to keep a registration statement current and effective as described herein, each Holder of Registrable Securities included in the registration statement shall discontinue sales thereof pursuant to such registration statement, unless such Holder has received written notice from PRGX delivered in accordance with Section 7.1 hereof of its intention to continue the effectiveness of such registration statement with respect to any of such securities which remain unsold.

4.5 Furnish Information. It shall be a condition precedent to the obligations of PRGX to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to PRGX such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall reasonably be required to effect the registration of such Holder's Registrable Securities or as shall otherwise reasonably be requested by PRGX, which request shall be delivered in accordance with Section 7.1 hereof; provided, however, that this shall not affect the rights of, or the obligations of PRGX under this Agreement to, any other Holder. Notwithstanding the foregoing, PRGX shall have no obligation with respect to any registration requested pursuant to Article I(a) of this Agreement if, as a result of the application of the preceding sentence, the Registrable Securities of any Holder are excluded from any Demand Registration and the value of the Registrable Securities to be included in the registration is therefore reduced below $5 million; provided, however, that in such event, the remaining Holders requesting such Demand Registration shall be entitled to (i) add additional securities so that the Registrable Securities to be included in the registration is raised to $5 million; or (ii) withdraw such request and, if such request is withdrawn and the Holders pay all Registration Expenses in connection with such registration, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder. PRGX shall only be required to pay the Registration Expenses of such

withdrawn registration if the Holders inform PRGX that such registration shall count as one of its Demand Registrations hereunder.

4.6 Shareholder Agreement. Certain of the Holders and others have entered into that certain Shareholder Agreement of even date herewith that contains, among other things, certain restrictions on the ability of the Holders who are parties to the Shareholder Agreement to transfer shares of PRGX common stock owned by them. Each of the Holders hereby acknowledges and agrees that neither this Agreement nor any provision hereof shall in any way modify or waive any provisions of the Shareholder Agreement, including without limitation, any of the transfer restrictions contained therein.

4.7 Lock-Up. Each Holder agrees that, as required by the underwriter of any primary underwritten offering of PRGX securities by PRGX, for a period of up to 180 days from the closing date of such offering, such Holder will not sell, transfer, assign, exchange (by merger or otherwise), or grant any lien, pledge, security interest, encumbrance, restriction (voting or otherwise), claim or other similar right with respect to, PRGX common stock or any securities exchangeable or exercisable for or any right to acquire PRGX common stock. For purposes hereof, "transfer" shall include any short sale, the sale of any option or contract to purchase, the purchase of any option or contract to sell, the grant of any option, right or warrant to purchase or otherwise transfer or dispose of such securities, and entering into any hedge, swap, straddle, collar, single pay contract, prepaid forward contract or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any such securities, whether such transaction is to be settled by delivery of securities, in cash or otherwise. "Transfer" shall not include bona fide gifts made for no consideration where the transferee agrees to be bound by the provisions of this Section 4.7. If requested by the underwriter, each Holder agrees that it shall enter into an agreement with substantially similar terms as those contained in this Section 4.7.

ARTICLE V

ASSIGNMENT OF REGISTRATION RIGHTS

The rights of a Holder of Registrable Securities set forth in this Agreement (including a Holder who received the Registrable Securities by an assignment permitted pursuant to this Agreement), including the right to cause PRGX to register Registrable Securities and pay the Registration Expenses incurred in connection therewith, to the extent set forth herein, may be assigned by such Holder, but only to the extent that Registrable Securities are concurrently transferred to the assignee, only to (i) its successors-in-interest by merger, consolidation and similar transaction or (ii) an Affiliate of such Holder or its successor-in-interest which acquires Registrable Securities. For purposes of this Agreement, the term "Affiliate" means any person that, directly or indirectly, controls or is controlled by or is under common control with the Holder or its successor-in-interest, as applicable. For purposes of this definition, control of a person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such person, whether by contract or otherwise and, in any event and without limiting the foregoing, any person owning fifty percent (50%) or more of the voting securities of another person shall be deemed to control that person.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification by PRGX. PRGX shall indemnify and hold harmless, with respect to any registration statement filed by it, to the fullest extent permitted by law, each Holder of Registrable Securities covered by such registration statement, its officers, directors, employees, agents, affiliates and general or limited partners (and the directors, officers, employees, affiliates and agents thereof) and each other person, if any, who controls such Holder within the meaning of the Securities Act (collectively, the "Holder Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with PRGX's consent, which consent shall not be unreasonably delayed or withheld), to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law, any rule or regulation promulgated thereunder or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused solely by (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement in which such Registrable Securities were included as contemplated hereby or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if PRGX shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by PRGX of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder in connection with any such registration; and in each such case, PRGX shall reimburse each such Holder Indemnified Party for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding, provided, however, that PRGX shall not be liable to any such Holder Indemnified Party in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon written information furnished to PRGX by or on behalf of any such Holder Indemnified Party for use in the preparation thereof, and provided further, that PRGX shall not be liable to any such Holder Indemnified Party with respect to any preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of such Holder Indemnified Party results from the fact that such Holder Indemnified Party sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if PRGX has previously furnished copies thereof to such Holder Indemnified Party in compliance with this Agreement and the loss, claim, damage, liability or expense of such Holder Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus

which was corrected in the prospectus (or the prospectus as then amended or supplemented) and such corrected document provides a defense to the claim upon which such loss, claim, damage, liability or expense was based. Such indemnity and reimbursement of expenses and obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of such securities by such Holder Indemnified Parties. In connection with an underwritten offering, PRGX shall indemnify such underwriters, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

6.2 Indemnification by Holders. Each Holder of Registrable Securities participating in any registration hereunder shall severally, and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, PRGX, its directors, officers, employees, affiliates and agents, and each Person who controls PRGX (within the meaning of the Securities Act) (collectively, "PRGX Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or withheld) to which any PRGX Indemnified Parties may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement in which such Holder's Registrable Securities were included or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if PRGX shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) and (ii) of this Section 6.2, such indemnification by such Holder of Registrable Securities shall apply only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder for use in the preparation of the documents described in such clauses (i) and (ii)), (iii) any violation by such Holder of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Holder and relating to action of or inaction by such Holder in connection with any such registration other than in connection with any such violation relating to an untrue statement or omission of a material fact relating to information provided by PRGX contained in a preliminary prospectus or prospectus hereunder, and (iv) with respect to any preliminary prospectus delivered in a non-underwritten offering, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if PRGX has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such PRGX Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented) and such corrected document provides a defense to the

claim upon which such loss, claim, damage, liability or expense was based. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of PRGX Indemnified Parties (except as provided above) and shall survive the transfer of such securities by such Holder.

6.3 Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice delivered in accordance with Section 7.1 hereof of the commencement of any action, suit, proceeding, investigation or threat thereof with respect to which a claim for indemnification may be made pursuant to this Section, such indemnified party shall, if a claim in respect thereto is to be made against an indemnifying party, give written notice delivered in accordance with Section 7.1 hereof to the indemnifying party of the threat or commencement thereof, provided, however, that the failure to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent that the indemnifying party is actually prejudiced by such failure to give notice in accordance with Section 7.1 hereof. If any such claim or action referred to under Section 6.1 or 6.2 above is brought against any indemnified party and it then notifies the indemnifying party of the threat or commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. After notice delivered in accordance with Section 7.1 hereof from the indemnifying party to such indemnified party of its election so to assume the defense of any such claim or action, the indemnifying party shall not be liable to such indemnified party under this Article VI for any legal expenses of counsel or any other expenses (other than reasonable costs of investigation) subsequently incurred by such indemnified party in connection with the defense thereof, unless the indemnifying party has failed to assume the defense of such claim or action or to employ counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to differing interests between such indemnified party and any other party represented by such counsel in such action. The indemnifying party shall not be required to indemnify the indemnified party with respect to any amounts paid in settlement of any action, proceeding or investigation entered into without the written consent of the indemnifying party. No indemnifying party shall consent to the entry of any judgment or enter into any settlement without the consent of the indemnified party unless (i) such judgment or settlement does not impose any obligation or liability upon the indemnified party other than the execution, delivery or approval thereof, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a full release and discharge from all liability in respect of such claim and a full release of all persons that may be entitled to or obligated to provide indemnification or contribution under this Article.

The obligations of PRGX and the Holders of Registrable Securities under this Article VI shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement and the termination of this Agreement.

6.4 Contribution. If the indemnification provided for in this Article VI is unavailable to or insufficient to hold harmless an indemnified party under Section 6.1 or 6.2, then each indemnifying party in the relevant transaction shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses (or

actions or proceedings in respect thereof) referred to in Section 6.1 or 6.2 in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements, omissions, actions or inactions which resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party, any action or inaction by any such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission, action or inaction. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) pursuant to this Section 6.4 shall be deemed to include any reasonable legal or other expenses incurred by such indemnified party in connection with investigating or defending any such action or claim (which shall be limited as provided in Section 6.3 if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof) which is the subject of this Section 6.4. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an indemnified party under this Section 6.4 of written notice delivered in accordance with Section 7.1 hereof of the commencement of any action, suit, proceeding, investigation or threat thereof with respect to which a claim for contribution may be made against an indemnifying party under this Section 6.4, such indemnified party shall, if a claim for contribution in respect thereto is to be made against an indemnifying party, give written notice in accordance with
Section 7.1 hereof to the indemnifying party of the commencement thereof (if the notice specified in Section 6.3 has not been given with respect to such action), provided, however, that the failure to so notify the indemnifying party shall not relieve it from any obligation to provide contribution which it may have to any indemnified party under this Section 6.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice in accordance with Section 7.1 hereof. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation which does not take account of equitable considerations referred to in this Section 6.4.

The provisions of this Section 6.4 shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party, and shall survive the transfer of securities by any such party; provided that any indemnification of similar scope entered into pursuant to an underwriting agreement in connection with an offering contemplated herein shall supersede this Article VI.

6.5 Indemnification and Contribution of Underwriters. In connection with any underwritten offering contemplated by this Agreement which includes Registrable Securities, PRGX and all sellers of Registrable Securities included in any registration statement shall agree to customary provisions for indemnification and contribution (consistent with the other provisions of this Article VI) in respect of losses, claims, damages, liabilities and expenses of the underwriters of such offering.

ARTICLE VII

MISCELLANEOUS

7.1 Notices. All notices, requests and other communications hereunder shall be in writing and will be deemed to have been duly given and received by any party hereto and any permitted assignees thereof (i) when personally delivered to the appropriate Notice Person (as defined below), (ii) when sent by telefax to the appropriate Notice Person at the number listed below for such Notice Person, (iii) two (2) business days after the day on which the same has been delivered prepaid to an international courier service for delivery to the appropriate Notice Person, or (iv) five (5) business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, for delivery to the appropriate Notice Person, in each case addressed to the following addresses:

(i)      if to PRGX:            The Profit Recovery Group
                                  International, Inc.
                                2300 Windy Ridge Parkway
                                Suite 100 North Tower
                                Atlanta, Georgia 30339-8426
                                Attn: Clinton D. McKellar, Esq.
                                General Counsel
                                Telephone: (770) 779-3900
                                Facsimile: (770) 779-3034

         copy to:               Arnall Golden Gregory LLP
                                2800 One Atlantic Center
                                1201 West Peachtree Street
                                Atlanta, Georgia 30309
                                Attn: Jonathan Golden, Esq.
                                Telephone: (404) 873-8705
                                Facsimile: (404) 873-8701

(ii)     If to the Holder(s):   to the address set forth in the stock
                                transfer records of PRGX

PRGX or any Holder (collectively, the "Notice Persons") from time to time may change its or his or her address, telefax number or other information for the purpose of notices to the specified parties by giving notice specifying such change to the other Notice Persons.

7.2 Assignment. Subject to and without limiting the provisions of Article VI hereof, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that in the event of a merger, consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity, PRGX may assign its rights and obligations hereunder without the prior consent of, but with notice to, the Holders. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of, and is enforceable by the parties hereto and their respective successors and permitted assigns.

7.3 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

7.4 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.

7.5 Remedies. Each party hereto will be entitled to enforce any right granted to such party by any provision of this Agreement specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

7.6 Entire Agreement. This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

7.7 Captions. The captions used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

7.8 Exhibits and Schedules. All exhibits and schedules, if any, referred to in this Agreement, all attachments to such exhibits or schedules, and any other attachment to this Agreement are hereby incorporated by reference into this Agreement and hereby are made a part of this Agreement as if set out in full herein.

7.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

7.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

7.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.12 No Third Party Beneficiary. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

The Profit Recovery Group International, Inc.

By: /s/ John M. Cook
   --------------------------------------------
Name: John M. Cook
     ------------------------------------------
Title: Chairman of the Board and CEO
      -----------------------------------------


/s/ Howard Schultz
-----------------------------------------------
Howard Schultz


/s/ Leslie Schultz
-----------------------------------------------
Leslie Schultz


/s/ Andrew H. Schultz
-----------------------------------------------
Andrew H. Schultz

Andrew H. Schultz Irrevocable Trust u/a dated May 1, 1997

By: /s/ Andrew H. Schultz
   --------------------------------------------
   Andrew H. Schultz, Sole Trustee

The Zachary Herman Schultz Trust u/a dated June 3, 1997

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The Gabriella Schultz Trust u/a dated March 31, 1998

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The Samuel Joel Schultz Trust u/a dated July 3, 2001

By: /s/ Howard Schultz
   --------------------------------------------
   Howard Schultz, Sole Trustee

The HHS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The LVS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------------
   Harold Berman, Sole Trustee


/s/ Michael Lowery
-----------------------------------------------
Michael Lowery


/s/ Gertrude Lowery
-----------------------------------------------
Gertrude Lowery


/s/ Charles Schembri
-----------------------------------------------
Charles Schembri


/s/ Mac Martirossian
-----------------------------------------------
Mac Martirossian


/s/ Michael Glazer
-----------------------------------------------
Michael Glazer


/s/ Stephanie Holloway
-----------------------------------------------
Stephanie Holloway


/s/ Michael Tuite
-----------------------------------------------
Michael Tuite

EXHIBIT A

Howard Schultz
Leslie Schultz
Andrew H. Schultz
Andrew H. Schultz Irrevocable Trust u/a dated May 1, 1997 The Zachary Herman Schultz Trust u/a dated June 3, 1997 The Gabriella Schultz Trust u/a dated March 31, 1998 The Samuel Joel Schultz Trust u/a dated July 3, 2001 The HHS Charitable Lead Annuity Trust u/a dated April 5, 2001 The LVS Charitable Lead Annuity Trust u/a dated April 5, 2001 The Daniel Alan Schultz HHS (2001) GST Trust u/a dated April 5, 2001 The Jaynie Schultz Romaner HHS (2001) GST Trust u/a dated April 5, 2001 The Andrew Harold Schultz HHS (2001) GST Trust u/a dated April 5, 2001 The Daniel Alan Schultz LVS (2001) GST Trust u/a dated April 5, 2001 The Jaynie Schultz Romaner LVS (2001) GST Trust u/a dated April 5, 2001 The Andrew Harold Schultz LVS (2001) GST Trust u/a dated April 5, 2001 Michael Lowery and Gertrude Lowery
Charles Schembri
Mac Martirossian
Michael Glazer
Stephanie Holloway
Michael Tuite

EXHIBIT 10.34

NONCOMPETITION, NONSOLICITATION AND
CONFIDENTIALITY AGREEMENT

This NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY AGREEMENT ("Agreement"), entered into as of the 24 day of January, 2002 (the "Effective Date"), is made by and between HOWARD SCHULTZ & ASSOCIATES INTERNATIONAL, INC., a Texas corporation ("HSA-Texas"), H. Schultz, A. Schultz, and each of the trusts identified on the signature pages hereto (the "Trusts") (collectively, H. Schultz, A. Schultz and the Trusts being the "Shareholders"), and THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation ("PRGX").

WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Reorganization by and among PRGX, HSA-Texas and others dated as of December 11, 2002 (the "Acquisition Agreement"), PRGX is acquiring substantially all of the assets of HSA-Texas, including all customer accounts of HSA-Texas in existence on the date hereof, which accounts are listed on Exhibit A attached hereto (the "HSA-Texas Accounts"); and

WHEREAS, Shareholders are employees of HSA-Texas and are common owners with HSA-Texas of those entities listed on Schedule 1 attached hereto and incorporated herein ("Affiliates"), and, as such, have had access to (a) Proprietary Information about HSA-Texas, the Affiliates and HSA-Texas' Business,
(b) information about the HSA-Texas Accounts and the employees of HSA-Texas and
(c) other information about the HSA-Texas Business (as defined below) and the Affiliates that PRGX is purchasing pursuant to the Acquisition Agreement; and

WHEREAS, the acquisition of the assets of HSA-Texas is structured as a reorganization qualifying under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, wherein HSA-Texas has received PRGX stock in exchange for the assets of HSA-Texas, and in conjunction therewith, the Shareholders shall receive stock of PRGX upon liquidation of HSA-Texas, which shall serve as consideration for the Shareholders entering into this Agreement; and

WHEREAS, in order to induce PRGX to enter into and consummate the amended and restated Acquisition Agreement, which HSA-Texas hereby acknowledges will benefit it and which each of the Shareholders acknowledges will benefit him, HSA-Texas and each of the Shareholders have agreed to accept certain restrictions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following definitions shall apply to this Agreement:

(a) "HSA-Texas Business" means the business of (a) auditing accounts payable records, occupancy costs, vendor statements and direct to store delivery records to recover overpayments that are a result of missed credits, duplicated payments, overlooked allowances, incorrect invoices and other discrepancies, through its Global Data Services (GDS) Center, Associate Support Center, Occupancy Cost Audit Group, Statement Audit Group, Direct to Store Delivery Group and Commercial Audit Group and (b) operating a document imaging service bureau and selling and dealing in electronic document imaging and microfilming services.

(b) "Competing Business" means any Person that is engaged in or conducts a business substantially the same as the HSA-Texas Business.

(c) "Person" means and includes any individual, partnership, association, corporation, limited liability company, trust, unincorporated organization, or any other business entity or enterprise.

(d) "Proprietary Information" means information (written, oral, magnetic, photographic, optical, or in any other form or media) including but not limited to:

(i) all data, documents, materials, drawings, or any other information in tangible form and marked "Secret," "Proprietary," "Confidential" or any similar marking;

(ii) any and all ideas, concepts, know-how, methods, techniques, structures, information, and materials relating to existing software products (including without limitation data-handling procedures and telecommunications) or for other products and software or firmware in various phases of research and development including source or object code and regardless of what medium such code is stored on, algorithms, routines, data structures, systems designs, diagrams, flow charts, designs, drawings, programmer notes, training materials, user manuals, processes, procedures, requirement specifications, design specifications, design notes, coding sheets, annotations, documentation, technical and engineering data and the structures, organization, sequence, designs, formulas and algorithms which reside in the software used by HSA-Texas and which are not generally known to the public or within the industries or trades in which HSA-Texas competes;

(iii) any and all ideas, concepts, common know-how, methods, techniques, structures, information, and materials relating to the design, development, engineering, invention, patent, patent application, manufacture, improvement of any and all equipment, components, devices, techniques, processes, or formulas (including without limitation, mask works, semiconductor chips, processors, memories, disk drives, tape heads, computer terminals, keyboards, storage devices, printers, testers, and optical character recognition devices) and any and all components, devices, techniques, or circuitry incorporated in any of the above which is or are constructed, designed, improved, altered, or used by HSA-Texas and which is not generally known to the public or within the industries in which HSA-Texas competes;

(iv) internal business procedures and business plans, including analytical methods and procedures, licenses and techniques, manufacturing information, and procedures such as formulations, processes and equipment, telecommunications, technical and engineering data, vendor names, other vendor information, purchasing information, financial information, configuration and design of computer and telecommunications network (including without limitation the network topology and software setup), service and operational manuals and documentation therefor, ideas for new products and services, price lists, or other pricing information, policy, and other such information which relates to the way HSA-Texas conducts its business and which is not generally known to the public;

(v) information and documents regarding the identity of the clients, customers, or accounts of HSA-Texas, any projects or work performed for HSA-Texas' clients, customers, or accounts, any information or documents concerning potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work, any information concerning volume, rates, or contracts pertaining to HSA-Texas' clients, customers, or accounts or to any potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work;

(vi) any and all information and materials in HSA-Texas' possession or under its control from any other Person which HSA-Texas is obligated to treat as confidential or proprietary (including, without limitation, all freight transaction information);

(vii) patents, copyrights, trademarks, servicemarks, trade secrets and proprietary process of HSA-Texas as may exist from time to time, as well as business plans, strategies, concepts, prospects, financial data of HSA-Texas, and any other special or unique asset of HSA-Texas or method of operation; and

(viii) any and all information concerning the HSA-Texas Business which is not generally known to the public or within the industries or trades in which HSA-Texas competes;

provided, however, that "Proprietary Information" shall not include any information that has been voluntarily disclosed to the public by HSA-Texas (except where such public disclosure has been made by HSA-Texas without authorization), that was already known (by means not in violation of any duty of nondisclosure to HSA-Texas or PRGX) to the recipient of such information at the time of disclosure to the recipient, that was disclosed to the recipient by a third party who had no duty of nondisclosure to HSA-Texas or PRGX, that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information may be marked by HSA-Texas or either HSA-Texas' Affiliates as "proprietary" or "secret" or with other words or markings of similar meaning, but such markings are not necessary for such information to constitute "Proprietary Information" hereunder.

(e) "Prospective Client" means any Person to whom or which the HSA-Texas has made oral presentations or proposals to or sent or delivered a written sales or servicing proposal or contract (but not solely an unsolicited general mass mailing) in connection with the HSA-Texas Business within 24 months prior to the Effective Date.

(f) "Territory"" means the areas listed on Schedule 2 attached hereto, which the parties acknowledge to be the geographic area in which HSA-Texas conducts HSA-Texas' Business on the Effective Date.

2. COVENANTS OF HSA-TEXAS AND SHAREHOLDERS. HSA-Texas and each of the Shareholders acknowledges that PRGX would suffer substantial damage if PRGX's relations with the HSA-Texas Accounts deteriorated or if PRGX lost the HSA-Texas Accounts after the closing of the Acquisition Agreement. The covenants in this Section 2 are a material inducement to PRGX to enter into the Acquisition Agreement, and the amounts payable to HSA-TEXAS under the Acquisition Agreement are in past consideration for the covenants in this
Section 2. The parties hereto acknowledge that the assets being purchased by PRGX are the core assets of the HSA-Texas Business, that the HSA-Texas Business is of a limited and unusual nature and that the scope of the HSA-Texas Business is sufficiently broad so that these restrictions shall apply throughout the Territory, and HSA-Texas and each of the Shareholders agrees that the Territory is reasonable under the circumstances. The parties hereto further acknowledge that each of the Shareholders has been entrusted with knowledge and possession of Proprietary Information as a result of being a shareholder of HSA-Texas and the Affiliates and that by virtue of the Shareholders' ownership of HSA-Texas and the Affiliates and the knowledge of the HSA-Texas Business, PRGX would be deprived of the value of the core assets acquired by PRGX under the Acquisition Agreement if any of the Shareholders or HSA-TEXAS would breach the covenants contained herein. The parties hereto also acknowledge and agree that (i) the types and periods of restriction imposed in this Section 2 are fair and reasonable and are reasonably required in order to protect and maintain the Proprietary Information and the other proprietary interests of PRGX, other legitimate business interests of PRGX, and goodwill associated with the business of PRGX, including the HSA-TEXAS Business (including the HSA-TEXAS Accounts) acquired under the Acquisition Agreement, and (ii) the time, scope, geographic area, and other provisions of this Section 2 have

been specifically negotiated by sophisticated commercial parties, represented by legal counsel, and are integral parts of the transactions contemplated by the Acquisition Agreement. Therefore, HSA-Texas and each of the Shareholders agrees to the following covenants and agreements:

(a) HSA-Texas and each of the Shareholders covenants that it/he shall not, for a period of five (5) years from and after the Effective Date, except on behalf of PRGX, directly or indirectly, within the Territory (i) provide or perform services which are in competition with the HSA-Texas Business, either on its own behalf or on behalf of any other Person, whether as a shareholder, owner, partner, proprietor, agent, consultant, independent contractor or lender of a Competing Business or otherwise, or (ii) have a financial interest in or be in any way connected with or affiliated with any Competing Business. Nothing contained herein shall preclude HSA-Texas or any of the Shareholders from owning any shares of PRGX Common Stock or having a passive investment in less than one percent (1%) of the outstanding capital stock of any other publicly traded company that is, or is connected with or affiliated with, a Competing Business.

(b) For a period of five (5) years from and after the Effective Date, HSA-Texas and each of the Shareholders shall hold in trust and in the strictest confidence and shall not disclose to anyone other than PRGX, or use, reproduce, distribute, disclose or otherwise disseminate to or for anyone other than PRGX, any Proprietary Information or any physical embodiments thereof utilized by HSA-Texas or any Affiliate in the HSA-Texas Business at any time prior to the acquisition of assets of HSA-Texas by PRGX on the date hereof; provided, with respect to any Proprietary Information utilized by HSA-Texas or any Affiliate prior to the date hereof that constitutes a trade secret under applicable law, HSA-Texas' and each Shareholder's obligation under this Section 2(b) shall remain in effect so long as such information retains its status as a trade secret. In no event shall HSA-Texas or any Shareholder take any action causing any Proprietary Information disclosed to or developed by HSA-Texas or its Affiliates to lose its character or cease to qualify as Proprietary Information. Notwithstanding anything contained herein to the contrary, this
Section 2(b) shall not limit in any manner the protection to PRGX with respect to its purchase of HSA-Texas' trade secrets otherwise afforded by law.

(c) For a period of five (5) years from and after the Effective Date, HSA-Texas and each Shareholder covenants and agrees that it/he will not, except with the prior written consent of PRGX signed by its President, directly or indirectly, solicit or call upon any of the HSA-Texas Accounts, former clients of HSA-Texas to which services have been provided by HSA-Texas within the last two (2) years prior to the Effective Date or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) for purposes of selling or providing any product, equipment or service, which is competitive with any product, equipment or service sold, leased, offered for sale or lease or under development by HSA-Texas during the twenty-four (24) month period immediately preceding the Effective Date. Notwithstanding anything contained herein to the contrary, this
Section 2(c) shall not limit HSA-Texas or any Shareholder from soliciting the HSA-Texas Accounts, former clients of HSA-Texas or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) to provide services which are not competitive with those provided by the HSA-TEXAS Business as of the Effective Date.

(d) For a period of five (5) years from and after the Effective Date, HSA-Texas and each of the Shareholders covenants and agrees that it/he will not, without the prior written consent of PRGX signed by its President, directly or indirectly,

(i) hire, solicit, entice, persuade or induce, or attempt to hire, solicit, entice, persuade or induce any Person who was employed by, or performing services as an independent contractor or as an employee of an independent contractor for, HSA-Texas or an Affiliate and is subsequently hired or engaged by PRGX in connection with PRGX's acquisition of the HSA-Texas Business pursuant to the

Acquisition Agreement, either to terminate such Person's employment with PRGX or to cease performing such services for PRGX; or

(ii) authorize any Person to engage in or assist any Person in any of the activities described in clause (i) of this subsection.

3. SEVERABILITY. In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subsections contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted, and if such invalidity shall be caused by the length of any period of time, the number or location of Persons, the size of any area, or the scope of the activities set forth in any part hereof, such period of time, number or location of Persons, area, or scope, or any combination thereof, shall be considered to be reduced to a period, number, location, area or scope which would cure such invalidity and which will be effective, binding and enforceable against HSA-Texas and the Shareholders.

4. REMEDIES. HSA-Texas and each Shareholder agrees that if it/he breaches any provision of this Agreement, the damage to PRGX would be difficult or impossible to ascertain, and money damages alone would not afford PRGX an adequate remedy for any such breach. Therefore, if HSA-Texas or any Shareholder is in breach of this Agreement, the parties hereto agree that PRGX will be entitled, in addition to any and all rights and remedies as would be provided by law, to specific performance, injunctive, and other equitable relief (without being required to post bond or security and without having to prove the inadequacy of available remedies at law) to prevent or restrain a breach of this Agreement or otherwise to specifically enforce the provisions of Section 2 of this Agreement. The rights of PRGX to enforce the covenants in this Agreement are in addition to, and not in lieu of, any and all rights PRGX may have at law and in equity to protect its business interests. The existence of any claim, demand, action or cause of action that either HSA-Texas or any Shareholder may have against PRGX, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by PRGX of any of the covenants contained in Section 2 hereof.

5. RIGHTS ARE CUMULATIVE AND EFFECT OF WAIVER. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure to exercise nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Acquisition Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements and understandings between PRGX, on the one hand, and HSA-Texas and the Shareholders, on the other, with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon PRGX unless made in writing and signed by a duly authorized officer of PRGX, or upon HSA-Texas or any Shareholder unless made in writing and signed by HSA-Texas or such Shareholder, as appropriate.

7. ASSIGNMENT. This Agreement may not be assigned by HSA-Texas or the Shareholders, and any purported assignment shall be void and ineffective. This Agreement may be assigned by PRGX to any Related Entity of PRGX without the consent of HSA-Texas or the Shareholders and, in the event of a merger

consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity of such transaction, this Agreement may be assigned by PRGX without the prior consent of, but with notice to, the Shareholders. The provisions of this Agreement shall be binding upon and inure to the benefit of PRGX, HSA-Texas, the Shareholders and their respective successors and permitted assigns. As used herein, "Related Entity" of PRGX means PRGX and all entities, whether now or hereafter existing, fifty-one percent (51%) or more of the outstanding capital stock of which is owned by any combination of PRGX and/or any Related Entity of the foregoing entities and which are engaged in substantially the same business as the business of PRGX regardless of the industry segment of its clients and/or which provide services or employees to PRGX or any Related Entity in connection with the operations thereof.

8. NOTICES. All notices, requests, demands, claims or other communications hereunder will be in writing and shall be deemed duly given if personally delivered, sent by telefax, sent by a recognized overnight delivery service which guarantees next-day delivery ("Overnight Delivery") or mailed by certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to HSA-Texas or
any of the Shareholders:           Howard Schultz & Associates
                                   International, Inc.
                                   9241 LBJ Freeway
                                   Dallas, TX  75243
                                   Attention: Howard Schultz
                                   Telefax: (972) 690-7584

with a copy to:                    Malouf Lynch Jackson & Swinson
                                   600 Preston Commons East,
                                   8115 Preston Road
                                   Dallas, TX  75225
                                   Attention:  Curtis Swinson, Esq.
                                   Telefax: (214) 273-0567

If to PRGX:                        The Profit Recovery Group
                                   International, Inc.
                                   2300 Windy Ridge Parkway
                                   Suite 100 North
                                   Atlanta, GA  30339-8426
                                   Attention: Clinton McKellar, Jr.,
                                   Senior Vice President and
                                   General Counsel
                                   Telefax: (770) 779-3034

with a copy to:                    Arnall Golden Gregory, LLP
                                   2800 One Atlantic Center
                                   1201 West Peachtree Street
                                   Atlanta, Georgia  30309-3450
                                   Attention: Jonathan Golden, Esq.
                                   Telefax: (404) 873-8701

or at such other address as any party hereto notifies the other parties hereto in writing. The parties hereto agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or telefax, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (ii) by Overnight Delivery, will be deemed received on the first business day immediately following the date sent, and (iii) by certified U.S. Mail, will be deemed received three (3) business days immediately following the date sent. For purposes of this Agreement, a "business day" is a day on which U.S. national banks are open for business and shall not include a Saturday or Sunday or legal holiday.

Notwithstanding anything to the contrary in this Agreement, no action shall be required of the parties hereto except on a business day and in the event an action is required on a day which is not a business day, such action shall be required to be performed on the next succeeding day which is a business day.

9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW. This Agreement, and all issues and matters related to this Agreement, shall be governed by and enforced and construed under the laws of the State of Georgia.

11. CONSTRUCTION. All personal pronouns in this Agreement, whether used in the masculine, feminine or neuter gender shall include all other genders, and the singular shall include the plural and the plural shall include the singular, as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

12. ATTORNEYS' FEES. In the event a dispute arises in relation to this Agreement, the prevailing party thereto will be entitled to receive from the non-prevailing party all expenses, including reasonable attorneys' fees, incurred by the prevailing party in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement. The parties agree that the issue of which party(ies) constitute the "prevailing parties" will be submitted to the court for its determination.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement as of the day and year first above written.

PRGX:

THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   --------------------------------------
Name: John M. Cook
     ------------------------------------
Its:  Chairman of the Board and CEO
    -------------------------------------

HSA TEXAS:

HOWARD SCHULTZ & ASSOCIATES
INTERNATIONAL, INC.:

By: /s/ Howard Schultz
   --------------------------------------
Name: Howard Schultz
     ------------------------------------
Its:  CEO
    -------------------------------------

SHAREHOLDERS:

 /s/ Howard Schultz
-----------------------------------------
Howard Schultz


 /s/ Andrew H. Schultz
-----------------------------------------
Andrew H. Schultz

Andrew H. Schultz Irrevocable Trust u/a dated May 1, 1997

By: /s/ Andrew H. Schultz
   --------------------------------------
   Andrew H. Schultz, Sole Trustee

The Zachary Herman Schultz Trust u/a dated June 3, 1997

By: /s/ Howard Schultz
   --------------------------------------
   Howard Schultz, Sole Trustee

The Gabriella Schultz Trust u/a dated March 31, 1998

By: /s/ Howard Schultz
   --------------------------------------
   Howard Schultz, Sole Trustee

The Samuel Joel Schultz Trust u/a dated July 3, 2001

By: /s/ Howard Schultz
   --------------------------------------
   Howard Schultz, Sole Trustee

The HHS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------------
   Harold Berman, Sole Trustee

The LVS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz LVS
(2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   --------------------------------
   Harold Berman, Sole Trustee

EXHIBIT A

HSA-TEXAS ACCOUNTS

SCHEDULE 1

AFFILIATES

H. Schultz & Associates Europe, N.V., a Belgian corporation H. Schultz & Associates, N.V., a Belgian corporation Howard Schultz & Associates Nederland, BV HS&A France, S.A., a French corporation
H. Schultz & Asociados Espana, S.A., a Spanish corporation H. Schultz & Associates Italia SRL, an Italian corporation H. Schultz de Mexico, S.A. de C.V., a Mexican corporation Howard Schultz & Associates International (Thailand) Limited HS&A Imaging, Inc., a Texas corporation
Howard Schultz & Associates (Asia) Limited HS&A International Pte Ltd
Howard Schultz & Associates (Australia), Inc. Howard Schultz & Associates (Canada), Inc. Howard Schultz & Partners (Deutschland) GmbH Howard Schultz & Associates International Limited

SCHEDULE 2

TERRITORY

United States
Canada
Germany
China
Portugal
United Kingdom
Spain
Mexico
Italy
France
Thailand
Austria
The Benelux countries
Asia (China, Hong Kong, Thailand, Singapore) Mexico
New Zealand
Australia

EXHIBIT 10.35

NONCOMPETITION, NONSOLICITATION AND
CONFIDENTIALITY AGREEMENT

(MICHAEL LOWERY AND GERTRUDE LOWERY)

This NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY AGREEMENT ("Agreement"), entered into as of the 24 day of January, 2002 (the "Effective Date"), is made by and between Michael Lowery and Gertrude Lowery ("Shareholders") and THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation ("PRGX").

W I T N E S S E T H :

WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Reorganization by and among PRGX, Howard Schultz & Associates International, Inc., a Texas corporation ("HSA-Texas") and others dated as of December 11, 2001, (the "Acquisition Agreement"), PRGX is acquiring substantially all of the assets of HSA-Texas, including all customer accounts of HSA-Texas in existence on the date hereof, which accounts are listed on Exhibit A attached hereto (the "HSA-Texas Accounts"); and

WHEREAS, Shareholders are an employee of HSA-Texas and are shareholders of HSA-Texas and, as such, have had access to (a) Proprietary Information about HSA-Texas, those entities designated as Subsidiaries on Schedule 1 attached hereto, which are directly or indirectly owned subsidiaries of HSA-Texas ("Subsidiaries") (collectively the Stock Companies, as identified in Schedule 1, and the Subsidiaries, being the "Affiliates") and HSA-Texas' Business, (b) information about the HSA-Texas Accounts and the employees of HSA-Texas and (c) other information about the HSA-Texas Business (as defined below) and the Affiliates that PRGX is purchasing pursuant to the Acquisition Agreement; and

WHEREAS, the acquisition of the assets of HSA-Texas is structured as a reorganization qualifying under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, wherein HSA-Texas has received PRGX stock in exchange for the assets of HSA-Texas, and in conjunction therewith, the shareholders of HSA-Texas shall receive stock of PRGX upon liquidation of HSA-Texas, which shall serve as consideration for the Shareholders' entering into this Agreement; and

WHEREAS, in order to induce PRGX to enter into and consummate the Acquisition Agreement, which HSA-Texas hereby acknowledges will benefit it and io8ukjmn iouk which the Shareholders acknowledge will benefit such Shareholders, Shareholders have agreed to accept certain restrictions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following definitions shall apply to this Agreement:

(a) "HSA-Texas Business" means the business of (a) auditing accounts payable records, occupancy costs, vendor statements and direct to store delivery records to recover overpayments that are a result of missed credits, duplicated payments, overlooked allowances, incorrect invoices and other discrepancies, through its Global Data Services (GDS) Center, Associate Support Center, Occupancy Cost Audit Group, Statement Audit Group, Direct to Store Delivery Group and Commercial Audit Group and (b) operating a document imaging service bureau and selling and dealing in electronic document imaging and microfilming services.

(b) "Competing Business" means any Person that is engaged in or conducts a business substantially the same as the HSA-Texas Business.

(c) "Person" means and includes any individual, partnership, association, corporation, limited liability company, trust, unincorporated organization, or any other business entity or enterprise.

(d) "Proprietary Information" means information (written, oral, magnetic, photographic, optical, or in any other form or media) including but not limited to:

(i) all data, documents, materials, drawings, or any other information in tangible form and marked "Secret," "Proprietary," "Confidential" or any similar marking;

(ii) any and all ideas, concepts, know-how, methods, techniques, structures, information, and materials relating to existing software products (including without limitation data-handling procedures and telecommunications) or for other products and software or firmware in various phases of research and development including source or object code and regardless of what medium such code is stored on, algorithms, routines, data structures, systems designs, diagrams, flow charts, designs, drawings, programmer notes, training materials, user manuals, processes, procedures, requirement specifications, design specifications, design notes, coding sheets, annotations, documentation, technical and engineering data and the structures, organization, sequence, designs, formulas and algorithms which reside in the software used by HSA-Texas and which are not generally known to the public or within the industries or trades in which HSA-Texas competes;

(iii) any and all ideas, concepts, common know-how, methods, techniques, structures, information, and materials relating to the design, development, engineering, invention, patent, patent application, manufacture, improvement of any and all equipment, components, devices, techniques, processes, or formulas (including without limitation, mask works, semiconductor chips, processors, memories, disk drives, tape heads, computer terminals, keyboards, storage devices, printers, testers, and optical character recognition devices) and any and all components, devices, techniques, or circuitry incorporated in any of the above which is or are constructed, designed, improved, altered, or used by HSA-Texas and which is not generally known to the public or within the industries in which HSA-Texas competes;

(iv) internal business procedures and business plans, including analytical methods and procedures, licenses and techniques, manufacturing information, and procedures such as formulations, processes and equipment, telecommunications, technical and engineering data, vendor names, other vendor information, purchasing information, financial information, configuration and design of computer and telecommunications network (including without limitation the network topology and software setup), service and operational manuals and documentation therefor, ideas for new products and services, price lists, or other pricing information, policy, and other such information which relates to the way HSA-Texas conducts its business and which is not generally known to the public;

(v) information and documents regarding the identity of the clients, customers, or accounts of HSA-Texas, any projects or work performed for HSA-Texas' clients, customers, or accounts, any information or documents concerning potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work, any information concerning volume, rates, or contracts pertaining to HSA-Texas' clients, customers, or accounts or to any potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work;

(vi) any and all information and materials in HSA-Texas' possession or under its control from any other Person which HSA-Texas is obligated to treat as confidential or proprietary (including, without limitation, all freight transaction information);

(vii) patents, copyrights, trademarks, servicemarks, trade secrets and proprietary process of HSA-Texas as may exist from time to time, as well as business plans, strategies, concepts, prospects, financial data of HSA-Texas, and any other special or unique asset of HSA-Texas or method of operation; and

(viii) any and all information concerning the HSA-Texas Business which is not generally known to the public or within the industries or trades in which HSA-Texas competes;

provided, however, that "Proprietary Information" shall not include any information that has been voluntarily disclosed to the public by HSA-Texas (except where such public disclosure has been made by HSA-Texas without authorization), that was already known (by means not in violation of any duty of nondisclosure to HSA-Texas or PRGX) to the recipient of such information at the time of disclosure to the recipient, that was disclosed to the recipient by a third party who had no duty of nondisclosure to HSA-Texas or PRGX, that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information may be marked by HSA-Texas or either HSA-Texas' Affiliates as "proprietary" or "secret" or with other words or markings of similar meaning, but such markings are not necessary for such information to constitute "Proprietary Information" hereunder.

(e) "Prospective Client" means any Person to whom or which the HSA-Texas has made oral presentations or proposals to or sent or delivered a written sales or servicing proposal or contract (but not solely an unsolicited general mass mailing) in connection with the HSA-Texas Business within 24 months prior to the Effective Date.

(f) "Territory"" means the areas listed on Schedule 2 attached hereto, which the parties acknowledge to be the geographic area in which HSA-Texas conducts HSA-Texas' Business on the Effective Date.

2. COVENANTS OF SHAREHOLDERS. Shareholders acknowledge that PRGX would suffer substantial damage if PRGX's relations with the HSA-Texas Accounts deteriorated or if PRGX lost the HSA-Texas Accounts after the closing of the Acquisition Agreement. The covenants in this Section 2 are a material inducement to PRGX to enter into the Acquisition Agreement, and the amounts payable to HSA-Texas under the Acquisition Agreement are in past consideration for the covenants in this Section 2. The parties hereto acknowledge that the assets being purchased by PRGX are the core assets of the HSA-Texas Business, that the HSA-Texas Business is of a limited and unusual nature and that the scope of the HSA-Texas Business is sufficiently broad so that these restrictions shall apply throughout the Territory, and HSA-Texas and Shareholders agree that the Territory is reasonable under the circumstances. The parties hereto further acknowledge that Shareholder have been entrusted with knowledge and possession of Proprietary Information as a result of being shareholders of HSA-Texas and that by virtue of the Shareholders' ownership of HSA-Texas and the knowledge of the HSA-Texas Business, PRGX would be deprived of the value of the core assets acquired by PRGX under the Acquisition Agreement if Shareholders breach the covenants contained herein. The parties hereto also acknowledge and agree that
(i) the types and periods of restriction imposed in this Section 2 are fair and reasonable and are reasonably required in order to protect and maintain the Proprietary Information and the other proprietary interests of PRGX, other legitimate business interests of PRGX, and goodwill associated with the business of PRGX, including the HSA-Texas Business (including the HSA-Texas Accounts) acquired under the Acquisition Agreement, and (ii) the time, scope, geographic area, and other provisions of this Section 2 have been specifically negotiated by sophisticated commercial parties, represented by legal counsel, and are integral parts of the transactions contemplated by the

Acquisition Agreement. Therefore, each of the Shareholders agrees to the following covenants and agreements:

(a) Shareholder covenants that such Shareholder shall not, for a period of five (5) years from and after the Effective Date, except on behalf of PRGX, directly or indirectly, within the Territory (i) provide or perform services which are in competition with the HSA-Texas Business, either on his or her own behalf or on behalf of any other Person, whether as a shareholder, owner, partner, proprietor, agent, consultant, independent contractor or lender of a Competing Business or otherwise, or (ii) have a financial interest in or be in any way connected with or affiliated with any Competing Business. Nothing contained herein shall preclude Shareholder from owning any shares of PRGX Common Stock or having a passive investment in less than one percent (1%) of the outstanding capital stock of any other publicly traded company that is, or is connected with or affiliated with, a Competing Business.

(b) For a period of five (5) years from and after the Effective Date, Shareholder shall hold in trust and in the strictest confidence and shall not disclose to anyone other than PRGX, or use, reproduce, distribute, disclose or otherwise disseminate to or for anyone other than PRGX, any Proprietary Information or any physical embodiments thereof utilized by HSA-Texas or any Affiliate in the HSA-Texas Business at any time prior to the acquisition of assets of HSA-Texas by PRGX on the date hereof; provided, with respect to any Proprietary Information utilized by HSA-Texas or any Affiliate prior to the date hereof that constitutes a trade secret under applicable law, Shareholder's obligation under this Section 2(b) shall remain in effect so long as such information retains its status as a trade secret. In no event shall Shareholder take any action causing any Proprietary Information disclosed to or developed by HSA-Texas or its Affiliates to lose its character or cease to qualify as Proprietary Information. Notwithstanding anything contained herein to the contrary, this Section 2(b) shall not limit in any manner the protection to PRGX with respect to its purchase of HSA-Texas' trade secrets otherwise afforded by law.

(c) For a period of five (5) years from and after the Effective Date, Shareholder covenants and agrees that such Shareholder will not, except with the prior written consent of PRGX signed by its President, directly or indirectly, solicit or call upon any of the HSA-Texas Accounts, former clients of HSA-Texas to which services have been provided by HSA-Texas within the last two (2) years prior to the Effective Date or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) for purposes of selling or providing any product, equipment or service, which is competitive with any product, equipment or service sold, leased, offered for sale or lease or under development by HSA-Texas during the twenty-four (24) month period immediately preceding the Effective Date. Notwithstanding anything contained herein to the contrary, this Section 2(c) shall not limit Shareholder from soliciting the HSA-Texas Accounts, former clients of HSA-Texas or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) to provide services which are not competitive with those provided by the HSA-Texas Business as of the Effective Date.

(d) For a period of five (5) years from and after the Effective Date, Shareholder covenants and agrees that such Shareholder will not, without the prior written consent of PRGX signed by its President, directly or indirectly:

(i) hire, solicit, entice, persuade or induce, or attempt to hire, solicit, entice, persuade or induce any Person who was employed by, or performing services as an independent contractor or as an employee of an independent contractor for, HSA-Texas or an Affiliate and is subsequently hired or engaged by PRGX in connection with PRGX's acquisition of the HSA-Texas Business pursuant to the Acquisition Agreement, either to terminate such Person's employment with PRGX or to cease performing such services for PRGX; or

(ii) authorize any Person to engage in or assist any Person in any of the activities described in clause (i) of this subsection.

3. SEVERABILITY. In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subsections contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted, and if such invalidity shall be caused by the length of any period of time, the number or location of Persons, the size of any area, or the scope of the activities set forth in any part hereof, such period of time, number or location of Persons, area, or scope, or any combination thereof, shall be considered to be reduced to a period, number, location, area or scope which would cure such invalidity and which will be effective, binding and enforceable against Shareholders.

4. REMEDIES. Shareholders agree that if either Shareholder breaches any provision of this Agreement, the damage to PRGX would be difficult or impossible to ascertain, and money damages alone would not afford PRGX an adequate remedy for any such breach. Therefore, if either Shareholder is in breach of this Agreement, the parties hereto agree that PRGX will be entitled, in addition to any and all rights and remedies as would be provided by law, to specific performance, injunctive, and other equitable relief (without being required to post bond or security and without having to prove the inadequacy of available remedies at law) to prevent or restrain a breach of this Agreement or otherwise to specifically enforce the provisions of Section 2 of this Agreement. The rights of PRGX to enforce the covenants in this Agreement are in addition to, and not in lieu of, any and all rights PRGX may have at law and in equity to protect its business interests. The existence of any claim, demand, action or cause of action that Shareholders may have against PRGX, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by PRGX of any of the covenants contained in Section 2 hereof.

5. RIGHTS ARE CUMULATIVE AND EFFECT OF WAIVER. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure to exercise nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Acquisition Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements and understandings between PRGX, on the one hand, and Shareholders, on the other, with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon PRGX unless made in writing and signed by a duly authorized officer of PRGX, or upon Shareholders unless made in writing and signed by Shareholders.

7. ASSIGNMENT. This Agreement may not be assigned by Shareholders, and any purported assignment shall be void and ineffective. This Agreement may be assigned by PRGX to any Related Entity of PRGX without the consent of Shareholders and, in the event of a merger consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity of such transaction, this Agreement may be assigned by PRGX without the prior consent of, but with notice to, Shareholders. The provisions of this Agreement shall be binding upon and inure to the benefit of PRGX, Shareholders and their respective successors and permitted assigns. As used herein, "Related Entity" of PRGX means PRGX and all entities, whether now or hereafter existing, fifty-one percent (51%) or more of

the outstanding capital stock of which is owned by any combination of PRGX and/or any Related Entity of the foregoing entities and which are engaged in substantially the same business as the business of PRGX regardless of the industry segment of its clients and/or which provide services or employees to PRGX or any Related Entity in connection with the operations thereof.

8. NOTICES. All notices, requests, demands, claims or other communications hereunder will be in writing and shall be deemed duly given if personally delivered, sent by telefax, sent by a recognized overnight delivery service which guarantees next-day delivery ("Overnight Delivery") or mailed by certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to Shareholders:     3397 American Saddler
                        Park City, UT 84060
                        Attention: Michael Lowery and Gertrude Lowery
                        Telefax: 435-654-8940
                                --------------------------------------

with a copy to:         P.O. Box 11808, Salt Lake City, UT 84147
                        ----------------------------------------------

                        Attention: Neil Sabin
                                  ------------------------------------
                        Telefax: 801 532-1913
                                --------------------------------------

If to PRGX:             The Profit Recovery Group International, Inc.
                        2300 Windy Ridge Parkway
                        Suite 100 North
                        Atlanta, GA 30339-8426
                        Attention:  Clinton McKellar, Jr.,
                        Senior Vice President and General Counsel
                        Telefax: (770) 779-3034

with a copy to:         Arnall Golden Gregory, LLP
                        2800 One Atlantic Center
                        1201 West Peachtree Street
                        Atlanta, Georgia 30309-3450
                        Attention: Jonathan Golden, Esq.
                        Telefax: (404) 873-8701

or at such other address as any party hereto notifies the other parties hereto in writing. The parties hereto agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or telefax, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (ii) by Overnight Delivery, will be deemed received on the first business day immediately following the date sent, and (iii) by certified U.S. Mail, will be deemed received three (3) business days immediately following the date sent. For purposes of this Agreement, a "business day" is a day on which U.S. national banks are open for business and shall not include a Saturday or Sunday or legal holiday. Notwithstanding anything to the contrary in this Agreement, no action shall be required of the parties hereto except on a business day and in the event an action is required on a day which is not a business day, such action shall be required to be performed on the next succeeding day which is a business day.

9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW. This Agreement, and all issues and matters related to this Agreement, shall be governed by and enforced and construed under the laws of the State of Texas.

11. CONSTRUCTION. All personal pronouns in this Agreement, whether used in the masculine, feminine or neuter gender shall include all other genders, and the singular shall include the plural and the plural shall include the singular, as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

12. ATTORNEYS' FEES. In the event a dispute arises in relation to this Agreement, the prevailing party thereto will be entitled to receive from the non-prevailing party all expenses, including reasonable attorneys' fees, incurred by the prevailing party in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement. The parties agree that the issue of which party(ies) constitute the "prevailing parties" will be submitted to the court for its determination.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement as of the day and year first above written.

PRGX:

THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   -------------------------------------
Name:   John M. Cook
     -----------------------------------
Its: Chairman of the Board and CEO
     -----------------------------------

SHAREHOLDERS:

/s/ Michael Lowery
----------------------------------------
Michael Lowery


/s/ Gertrude Lowery
----------------------------------------
Gertrude Lowery

EXHIBIT A

HSA-TEXAS ACCOUNTS

SCHEDULE 1

AFFILIATES

Subsidiaries
H. Schultz & Associates Europe, S.A., a Belgian corporation H. Schultz & Associates, S.A., a Belgian corporation Howard Schultz & Associates Nederland, BV HS&A France, S.A., a French corporation
H. Schultz & Asociados Espana, S.A., a Spanish corporation H. Schultz & Associates Italia SRL, an Italian corporation H. Schultz de Mexico, S.A. de C.V., a Mexican corporation Howard Schultz & Associates International (Thailand) Limited HS&A Imaging, Inc., a Texas corporation

Stock Companies
Howard Schultz & Associates (Asia) Limited HS&A International Pte Ltd
Howard Schultz & Associates (Australia), Inc. Howard Schultz & Associates (Canada), Inc.

Others
Howard Schultz & Partners (Deutschland) GmbH Howard Schultz & Associates International Limited

SCHEDULE 2

TERRITORY

United States
Canada
Germany
China
Portugal
United Kingdom
Spain
Mexico
Italy
France
Thailand
Austria
Belgium
Netherlands
Luxemburg
Asia (China, Hong Kong, Thailand, Singapore) Mexico
New Zealand
Australia

EXHIBIT 10.35

NONCOMPETITION, NONSOLICITATION AND
CONFIDENTIALITY AGREEMENT

(CHARLIE SCHEMBRI)

This NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY AGREEMENT ("Agreement"), entered into as of the 24 day of January, 2002 (the "Effective Date"), is made by and between Charlie Schembri ("Shareholder") and THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation ("PRGX").

W I T N E S S E T H :

WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Reorganization by and among PRGX, Howard Schultz & Associates International, Inc., a Texas corporation ("HSA-Texas") and others dated as of December 11, 2001 (the "Acquisition Agreement"), PRGX is acquiring substantially all of the assets of HSA-Texas, including all customer accounts of HSA-Texas in existence on the date hereof, which accounts are listed on Exhibit A attached hereto (the "HSA-Texas Accounts"); and

WHEREAS, Shareholder is an employee of HSA-Texas and is a shareholder of HSA-Texas and, as such, have had access to (a) Proprietary Information about HSA-Texas, those entities designated as Subsidiaries on Schedule 1 attached hereto, which are directly or indirectly owned subsidiaries of HSA-Texas ("Subsidiaries") (collectively the Stock Companies, as identified in Schedule 1, and the Subsidiaries, being the "Affiliates") and HSA-Texas' Business, (b) information about the HSA-Texas Accounts and the employees of HSA-Texas and (c) other information about the HSA-Texas Business (as defined below) and the Affiliates that PRGX is purchasing pursuant to the Acquisition Agreement; and

WHEREAS, the acquisition of the assets of HSA-Texas is structured as a reorganization qualifying under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, wherein HSA-Texas has received PRGX stock in exchange for the assets of HSA-Texas, and in conjunction therewith, the shareholders of HSA-Texas shall receive stock of PRGX upon liquidation of HSA-Texas, which shall serve as consideration for Shareholder's entering into this Agreement; and

WHEREAS, in order to induce PRGX to enter into and consummate the Acquisition Agreement, which HSA-Texas hereby acknowledges will benefit it and which Shareholder acknowledges will benefit such Shareholder, Shareholder has agreed to accept certain restrictions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following definitions shall apply to this Agreement:

(a) "HSA-Texas Business" means the business of (a) auditing accounts payable records, occupancy costs, vendor statements and direct to store delivery records to recover overpayments that are a result of missed credits, duplicated payments, overlooked allowances, incorrect invoices and other discrepancies, through its Global Data Services (GDS) Center, Associate Support Center, Occupancy Cost Audit Group, Statement Audit Group, Direct to Store Delivery Group and Commercial Audit Group and (b) operating a document imaging service bureau and selling and dealing in electronic document imaging and microfilming services.

(b) "Competing Business" means any Person that is engaged in or conducts a business substantially the same as the HSA-Texas Business.

(c) "Person" means and includes any individual, partnership, association, corporation, limited liability company, trust, unincorporated organization, or any other business entity or enterprise.

(d) "Proprietary Information" means information (written, oral, magnetic, photographic, optical, or in any other form or media) including but not limited to:

(i) all data, documents, materials, drawings, or any other information in tangible form and marked "Secret," "Proprietary," "Confidential" or any similar marking;

(ii) any and all ideas, concepts, know-how, methods, techniques, structures, information, and materials relating to existing software products (including without limitation data-handling procedures and telecommunications) or for other products and software or firmware in various phases of research and development including source or object code and regardless of what medium such code is stored on, algorithms, routines, data structures, systems designs, diagrams, flow charts, designs, drawings, programmer notes, training materials, user manuals, processes, procedures, requirement specifications, design specifications, design notes, coding sheets, annotations, documentation, technical and engineering data and the structures, organization, sequence, designs, formulas and algorithms which reside in the software used by HSA-Texas and which are not generally known to the public or within the industries or trades in which HSA-Texas competes;

(iii) any and all ideas, concepts, common know-how, methods, techniques, structures, information, and materials relating to the design, development, engineering, invention, patent, patent application, manufacture, improvement of any and all equipment, components, devices, techniques, processes, or formulas (including without limitation, mask works, semiconductor chips, processors, memories, disk drives, tape heads, computer terminals, keyboards, storage devices, printers, testers, and optical character recognition devices) and any and all components, devices, techniques, or circuitry incorporated in any of the above which is or are constructed, designed, improved, altered, or used by HSA-Texas and which is not generally known to the public or within the industries in which HSA-Texas competes;

(iv) internal business procedures and business plans, including analytical methods and procedures, licenses and techniques, manufacturing information, and procedures such as formulations, processes and equipment, telecommunications, technical and engineering data, vendor names, other vendor information, purchasing information, financial information, configuration and design of computer and telecommunications network (including without limitation the network topology and software setup), service and operational manuals and documentation therefor, ideas for new products and services, price lists, or other pricing information, policy, and other such information which relates to the way HSA-Texas conducts its business and which is not generally known to the public;

(v) information and documents regarding the identity of the clients, customers, or accounts of HSA-Texas, any projects or work performed for HSA-Texas' clients, customers, or accounts, any information or documents concerning potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work, any information concerning volume, rates, or contracts pertaining to HSA-Texas' clients, customers, or accounts or to any potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work;

(vi) any and all information and materials in HSA-Texas' possession or under its control from any other Person which HSA-Texas is obligated to treat as confidential or proprietary (including, without limitation, all freight transaction information);

(vii) patents, copyrights, trademarks, servicemarks, trade secrets and proprietary process of HSA-Texas as may exist from time to time, as well as business plans, strategies, concepts, prospects, financial data of HSA-Texas, and any other special or unique asset of HSA-Texas or method of operation; and

(viii) any and all information concerning the HSA-Texas Business which is not generally known to the public or within the industries or trades in which HSA-Texas competes;

provided, however, that "Proprietary Information" shall not include any information that has been voluntarily disclosed to the public by HSA-Texas (except where such public disclosure has been made by HSA-Texas without authorization), that was already known (by means not in violation of any duty of nondisclosure to HSA-Texas or PRGX) to the recipient of such information at the time of disclosure to the recipient, that was disclosed to the recipient by a third party who had no duty of nondisclosure to HSA-Texas or PRGX, that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information may be marked by HSA-Texas or either HSA-Texas' Affiliates as "proprietary" or "secret" or with other words or markings of similar meaning, but such markings are not necessary for such information to constitute "Proprietary Information" hereunder.

(e) "Prospective Client" means any Person to whom or which the HSA-Texas has made oral presentations or proposals to or sent or delivered a written sales or servicing proposal or contract (but not solely an unsolicited general mass mailing) in connection with the HSA-Texas Business within 24 months prior to the Effective Date.

(f) "Territory"" means the areas listed on Schedule 2 attached hereto, which the parties acknowledge to be the geographic area in which HSA-Texas conducts HSA-Texas' Business on the Effective Date.

2. COVENANTS OF SHAREHOLDER. Shareholder acknowledges that PRGX would suffer substantial damage if PRGX's relations with the HSA-Texas Accounts deteriorated or if PRGX lost the HSA-Texas Accounts after the closing of the Acquisition Agreement. The covenants in this Section 2 are a material inducement to PRGX to enter into the Acquisition Agreement, and the amounts payable to HSA-Texas under the Acquisition Agreement are in past consideration for the covenants in this Section 2. The parties hereto acknowledge that the assets being purchased by PRGX are the core assets of the HSA-Texas Business, that the HSA-Texas Business is of a limited and unusual nature and that the scope of the HSA-Texas Business is sufficiently broad so that these restrictions shall apply throughout the Territory, and HSA-Texas and Shareholder agree that the Territory is reasonable under the circumstances. The parties hereto further acknowledge that Shareholder has been entrusted with knowledge and possession of Proprietary Information as a result of being a shareholder of HSA-Texas and that by virtue of Shareholder's ownership of HSA-Texas and the knowledge of the HSA-Texas Business, PRGX would be deprived of the value of the core assets acquired by PRGX under the Acquisition Agreement if Shareholder breaches the covenants contained herein. The parties hereto also acknowledge and agree that (i) the types and periods of restriction imposed in this Section 2 are fair and reasonable and are reasonably required in order to protect and maintain the Proprietary Information and the other proprietary interests of PRGX, other legitimate business interests of PRGX, and goodwill associated with the business of PRGX, including the HSA-Texas Business (including the HSA-Texas Accounts) acquired under the Acquisition Agreement, and (ii) the time, scope, geographic area, and other provisions of this Section 2 have been specifically negotiated by sophisticated commercial parties,

represented by legal counsel, and are integral parts of the transactions contemplated by the Acquisition Agreement. Therefore, Shareholder agrees to the following covenants and agreements:

(a) Shareholder covenants that such Shareholder shall not, for a period of five (5) years from and after the Effective Date, except on behalf of PRGX, directly or indirectly, within the Territory (i) provide or perform services which are in competition with the HSA-Texas Business, either on its own behalf or on behalf of any other Person, whether as a shareholder, owner, partner, proprietor, agent, consultant, independent contractor or lender of a Competing Business or otherwise, or (ii) have a financial interest in or be in any way connected with or affiliated with any Competing Business. Nothing contained herein shall preclude Shareholder from owning any shares of PRGX Common Stock or having a passive investment in less than one percent (1%) of the outstanding capital stock of any other publicly traded company that is, or is connected with or affiliated with, a Competing Business.

(b) For a period of five (5) years from and after the Effective Date, Shareholder shall hold in trust and in the strictest confidence and shall not disclose to anyone other than PRGX, or use, reproduce, distribute, disclose or otherwise disseminate to or for anyone other than PRGX, any Proprietary Information or any physical embodiments thereof utilized by HSA-Texas or any Affiliate in the HSA-Texas Business at any time prior to the acquisition of assets of HSA-Texas by PRGX on the date hereof; provided, with respect to any Proprietary Information utilized by HSA-Texas or any Affiliate prior to the date hereof that constitutes a trade secret under applicable law, Shareholder's obligation under this Section 2(b) shall remain in effect so long as such information retains its status as a trade secret. In no event shall Shareholder take any action causing any Proprietary Information disclosed to or developed by HSA-Texas or its Affiliates to lose its character or cease to qualify as Proprietary Information. Notwithstanding anything contained herein to the contrary, this Section 2(b) shall not limit in any manner the protection to PRGX with respect to its purchase of HSA-Texas' trade secrets otherwise afforded by law.

(c) For a period of five (5) years from and after the Effective Date, Shareholder covenants and agrees that such Shareholder will not, except with the prior written consent of PRGX signed by its President, directly or indirectly, solicit or call upon any of the HSA-Texas Accounts, former clients of HSA-Texas to which services have been provided by HSA-Texas within the last two (2) years prior to the Effective Date or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) for purposes of selling or providing any product, equipment or service, which is competitive with any product, equipment or service sold, leased, offered for sale or lease or under development by HSA-Texas during the twenty-four (24) month period immediately preceding the Effective Date. Notwithstanding anything contained herein to the contrary, this Section 2(c) shall not limit Shareholder from soliciting the HSA-Texas Accounts, former clients of HSA-Texas or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) to provide services which are not competitive with those provided by the HSA-Texas Business as of the Effective Date.

(d) For a period of five (5) years from and after the Effective Date Shareholder covenants and agrees that such Shareholder will not, without the prior written consent of PRGX signed by its President, directly or indirectly:

(i) hire, solicit, entice, persuade or induce, or attempt to hire, solicit, entice, persuade or induce any Person who was employed by, or performing services as an independent contractor or as an employee of an independent contractor for, HSA-Texas or an Affiliate and is subsequently hired or engaged by PRGX in connection with PRGX's acquisition of the HSA-Texas Business pursuant to the Acquisition Agreement, either to terminate such Person's employment with PRGX or to cease performing such services for PRGX; or

(ii) authorize any Person to engage in or assist any Person in any of the activities described in clause (i) of this subsection.

3. SEVERABILITY. In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subsections contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted, and if such invalidity shall be caused by the length of any period of time, the number or location of Persons, the size of any area, or the scope of the activities set forth in any part hereof, such period of time, number or location of Persons, area, or scope, or any combination thereof, shall be considered to be reduced to a period, number, location, area or scope which would cure such invalidity and which will be effective, binding and enforceable against Shareholder.

4. REMEDIES. Shareholder agrees that if such Shareholder breaches any provision of this Agreement, the damage to PRGX would be difficult or impossible to ascertain, and money damages alone would not afford PRGX an adequate remedy for any such breach. Therefore, if Shareholder is in breach of this Agreement, the parties hereto agree that PRGX will be entitled, in addition to any and all rights and remedies as would be provided by law, to specific performance, injunctive, and other equitable relief (without being required to post bond or security and without having to prove the inadequacy of available remedies at law) to prevent or restrain a breach of this Agreement or otherwise to specifically enforce the provisions of Section 2 of this Agreement. The rights of PRGX to enforce the covenants in this Agreement are in addition to, and not in lieu of, any and all rights PRGX may have at law and in equity to protect its business interests. The existence of any claim, demand, action or cause of action that Shareholder may have against PRGX, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by PRGX of any of the covenants contained in Section 2 hereof.

5. RIGHTS ARE CUMULATIVE AND EFFECT OF WAIVER. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure to exercise nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Acquisition Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements and understandings between PRGX, on the one hand, and Shareholder, on the other, with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon PRGX unless made in writing and signed by a duly authorized officer of PRGX, or upon Shareholder unless made in writing and signed by Shareholder.

7. ASSIGNMENT. This Agreement may not be assigned by Shareholder, and any purported assignment shall be void and ineffective. This Agreement may be assigned by PRGX to any Related Entity of PRGX without the consent of Shareholder and, in the event of a merger consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity of such transaction, this Agreement may be assigned by PRGX without the prior consent of, but with notice to, Shareholder. The provisions of this Agreement shall be binding upon and inure to the benefit of PRGX, Shareholder and their respective successors and permitted assigns. As used herein, "Related Entity" of PRGX means PRGX and all entities, whether now or hereafter existing, fifty-one percent (51%) or more of

the outstanding capital stock of which is owned by any combination of PRGX and/or any Related Entity of the foregoing entities and which are engaged in substantially the same business as the business of PRGX regardless of the industry segment of its clients and/or which provide services or employees to PRGX or any Related Entity in connection with the operations thereof.

8. NOTICES. All notices, requests, demands, claims or other communications hereunder will be in writing and shall be deemed duly given if personally delivered, sent by telefax, sent by a recognized overnight delivery service which guarantees next-day delivery ("Overnight Delivery") or mailed by certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to Shareholder:        129 E. Buena Vista Drive
                          Tempe, AZ 85284
                          Attention: Charlie Schembri
                          Telefax:
                                  ------------------------------------

with a copy to:
                          --------------------------------------------

                          Attention:
                                    ----------------------------------
                          Telefax:
                                  ------------------------------------

If to PRGX:               The Profit Recovery Group International, Inc.
                          2300 Windy Ridge Parkway
                          Suite 100 North
                          Atlanta, GA 30339-8426
                          Attention: Clinton McKellar, Jr.,
                          Senior Vice President and General Counsel
                          Telefax: (770) 779-3034

with a copy to:           Arnall Golden Gregory, LLP
                          2800 One Atlantic Center
                          1201 West Peachtree Street
                          Atlanta, Georgia 30309-3450
                          Attention: Jonathan Golden, Esq.
                          Telefax: (404) 873-8701

or at such other address as any party hereto notifies the other parties hereto in writing. The parties hereto agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or telefax, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (ii) by Overnight Delivery, will be deemed received on the first business day immediately following the date sent, and (iii) by certified U.S. Mail, will be deemed received three (3) business days immediately following the date sent. For purposes of this Agreement, a "business day" is a day on which U.S. national banks are open for business and shall not include a Saturday or Sunday or legal holiday. Notwithstanding anything to the contrary in this Agreement, no action shall be required of the parties hereto except on a business day and in the event an action is required on a day which is not a business day, such action shall be required to be performed on the next succeeding day which is a business day.

9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW. This Agreement, and all issues and matters related to this Agreement, shall be governed by and enforced and construed under the laws of the State of Texas.

11. CONSTRUCTION. All personal pronouns in this Agreement, whether used in the masculine, feminine or neuter gender shall include all other genders, and the singular shall include the plural and the plural shall include the singular, as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

12. ATTORNEYS' FEES. In the event a dispute arises in relation to this Agreement, the prevailing party thereto will be entitled to receive from the non-prevailing party all expenses, including reasonable attorneys' fees, incurred by the prevailing party in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement. The parties agree that the issue of which party(ies) constitute the "prevailing parties" will be submitted to the court for its determination.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement as of the day and year first above written.

PRGX:

THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   -------------------------------------
Name:   John M. Cook
     -----------------------------------
Its: Chairman of the Board and CEO
    ------------------------------------

SHAREHOLDER:

/s/ Charlie Schembri
----------------------------------------
Charlie Schembri

EXHIBIT A

HSA-TEXAS ACCOUNTS

SCHEDULE 1

AFFILIATES

Subsidiaries
H. Schultz & Associates Europe, S.A., a Belgian corporation H. Schultz & Associates, S.A., a Belgian corporation Howard Schultz & Associates Nederland, BV HS&A France, S.A., a French corporation
H. Schultz & Asociados Espana, S.A., a Spanish corporation H. Schultz & Associates Italia SRL, an Italian corporation H. Schultz de Mexico, S.A. de C.V., a Mexican corporation Howard Schultz & Associates International (Thailand) Limited HS&A Imaging, Inc., a Texas corporation

Stock Companies
Howard Schultz & Associates (Asia) Limited HS&A International Pte Ltd
Howard Schultz & Associates (Australia), Inc. Howard Schultz & Associates (Canada), Inc.

Others
Howard Schultz & Partners (Deutschland) GmbH Howard Schultz & Associates International Limited

SCHEDULE 2

TERRITORY

United States
Canada
Germany
China
Portugal
United Kingdom
Spain
Mexico
Italy
France
Thailand
Austria
Belgium
Netherlands
Luxemburg
Asia (China, Hong Kong, Thailand, Singapore) Mexico
New Zealand
Australia

EXHIBIT 10.35

NONCOMPETITION, NONSOLICITATION AND
CONFIDENTIALITY AGREEMENT

(MAC MARTIROSSIAN)

This NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY AGREEMENT ("Agreement"), entered into as of the 24 day of January, 2002 (the "Effective Date"), is made by and between Mac Martirossian ("Shareholder") and THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation ("PRGX").

W I T N E S S E T H :

WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Reorganization by and among PRGX, Howard Schultz & Associates International, Inc., a Texas corporation ("HSA-Texas") and others dated as of December 11, 2001 (the "Acquisition Agreement"), PRGX is acquiring substantially all of the assets of HSA-Texas, including all customer accounts of HSA-Texas in existence on the date hereof, which accounts are listed on Exhibit A attached hereto (the "HSA-Texas Accounts"); and

WHEREAS, Shareholder is an employee of HSA-Texas and is a shareholder of HSA-Texas and, as such, have had access to (a) Proprietary Information about HSA-Texas, those entities designated as Subsidiaries on Schedule 1 attached hereto, which are directly or indirectly owned subsidiaries of HSA-Texas ("Subsidiaries") (collectively the Stock Companies, as identified in Schedule 1, and the Subsidiaries, being the "Affiliates") and HSA-Texas' Business, (b) information about the HSA-Texas Accounts and the employees of HSA-Texas and (c) other information about the HSA-Texas Business (as defined below) and the Affiliates that PRGX is purchasing pursuant to the Acquisition Agreement; and

WHEREAS, the acquisition of the assets of HSA-Texas is structured as a reorganization qualifying under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, wherein HSA-Texas has received PRGX stock in exchange for the assets of HSA-Texas, and in conjunction therewith, the shareholders of HSA-Texas shall receive stock of PRGX upon liquidation of HSA-Texas, which shall serve as consideration for Shareholder's entering into this Agreement; and

WHEREAS, in order to induce PRGX to enter into and consummate the Acquisition Agreement, which HSA-Texas hereby acknowledges will benefit it and which Shareholder acknowledges will benefit such Shareholder, Shareholder has agreed to accept certain restrictions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following definitions shall apply to this Agreement:

(a) "HSA-Texas Business" means the business of (a) auditing accounts payable records, occupancy costs, vendor statements and direct to store delivery records to recover overpayments that are a result of missed credits, duplicated payments, overlooked allowances, incorrect invoices and other discrepancies, through its Global Data Services (GDS) Center, Associate Support Center, Occupancy Cost Audit Group, Statement Audit Group, Direct to Store Delivery Group and Commercial Audit Group and (b) operating a document imaging service bureau and selling and dealing in electronic document imaging and microfilming services.

(b) "Competing Business" means any Person that is engaged in or conducts a business substantially the same as the HSA-Texas Business.

(c) "Person" means and includes any individual, partnership, association, corporation, limited liability company, trust, unincorporated organization, or any other business entity or enterprise.

(d) "Proprietary Information" means information (written, oral, magnetic, photographic, optical, or in any other form or media) including but not limited to:

(i) all data, documents, materials, drawings, or any other information in tangible form and marked "Secret," "Proprietary," "Confidential" or any similar marking;

(ii) any and all ideas, concepts, know-how, methods, techniques, structures, information, and materials relating to existing software products (including without limitation data-handling procedures and telecommunications) or for other products and software or firmware in various phases of research and development including source or object code and regardless of what medium such code is stored on, algorithms, routines, data structures, systems designs, diagrams, flow charts, designs, drawings, programmer notes, training materials, user manuals, processes, procedures, requirement specifications, design specifications, design notes, coding sheets, annotations, documentation, technical and engineering data and the structures, organization, sequence, designs, formulas and algorithms which reside in the software used by HSA-Texas and which are not generally known to the public or within the industries or trades in which HSA-Texas competes;

(iii) any and all ideas, concepts, common know-how, methods, techniques, structures, information, and materials relating to the design, development, engineering, invention, patent, patent application, manufacture, improvement of any and all equipment, components, devices, techniques, processes, or formulas (including without limitation, mask works, semiconductor chips, processors, memories, disk drives, tape heads, computer terminals, keyboards, storage devices, printers, testers, and optical character recognition devices) and any and all components, devices, techniques, or circuitry incorporated in any of the above which is or are constructed, designed, improved, altered, or used by HSA-Texas and which is not generally known to the public or within the industries in which HSA-Texas competes;

(iv) internal business procedures and business plans, including analytical methods and procedures, licenses and techniques, manufacturing information, and procedures such as formulations, processes and equipment, telecommunications, technical and engineering data, vendor names, other vendor information, purchasing information, financial information, configuration and design of computer and telecommunications network (including without limitation the network topology and software setup), service and operational manuals and documentation therefor, ideas for new products and services, price lists, or other pricing information, policy, and other such information which relates to the way HSA-Texas conducts its business and which is not generally known to the public;

(v) information and documents regarding the identity of the clients, customers, or accounts of HSA-Texas, any projects or work performed for HSA-Texas' clients, customers, or accounts, any information or documents concerning potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work, any information concerning volume, rates, or contracts pertaining to HSA-Texas' clients, customers, or accounts or to any potential clients, customers, or accounts of HSA-Texas from whom HSA-Texas is attempting or has attempted to obtain projects or work;

(vi) any and all information and materials in HSA-Texas' possession or under its control from any other Person which HSA-Texas is obligated to treat as confidential or proprietary (including, without limitation, all freight transaction information);

(vii) patents, copyrights, trademarks, servicemarks, trade secrets and proprietary process of HSA-Texas as may exist from time to time, as well as business plans, strategies, concepts, prospects, financial data of HSA-Texas, and any other special or unique asset of HSA-Texas or method of operation; and

(viii) any and all information concerning the HSA-Texas Business which is not generally known to the public or within the industries or trades in which HSA-Texas competes;

provided, however, that "Proprietary Information" shall not include any information that has been voluntarily disclosed to the public by HSA-Texas (except where such public disclosure has been made by HSA-Texas without authorization), that was already known (by means not in violation of any duty of nondisclosure to HSA-Texas or PRGX) to the recipient of such information at the time of disclosure to the recipient, that was disclosed to the recipient by a third party who had no duty of nondisclosure to HSA-Texas or PRGX, that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information may be marked by HSA-Texas or either HSA-Texas' Affiliates as "proprietary" or "secret" or with other words or markings of similar meaning, but such markings are not necessary for such information to constitute "Proprietary Information" hereunder.

(e) "Prospective Client" means any Person to whom or which the HSA-Texas has made oral presentations or proposals to or sent or delivered a written sales or servicing proposal or contract (but not solely an unsolicited general mass mailing) in connection with the HSA-Texas Business within 24 months prior to the Effective Date.

(f) "Territory"" means the areas listed on Schedule 2 attached hereto, which the parties acknowledge to be the geographic area in which HSA-Texas conducts HSA-Texas' Business on the Effective Date.

2. COVENANTS OF SHAREHOLDER. Shareholder acknowledges that PRGX would suffer substantial damage if PRGX's relations with the HSA-Texas Accounts deteriorated or if PRGX lost the HSA-Texas Accounts after the closing of the Acquisition Agreement. The covenants in this Section 2 are a material inducement to PRGX to enter into the Acquisition Agreement, and the amounts payable to HSA-Texas under the Acquisition Agreement are in past consideration for the covenants in this Section 2. The parties hereto acknowledge that the assets being purchased by PRGX are the core assets of the HSA-Texas Business, that the HSA-Texas Business is of a limited and unusual nature and that the scope of the HSA-Texas Business is sufficiently broad so that these restrictions shall apply throughout the Territory, and HSA-Texas and Shareholder agree that the Territory is reasonable under the circumstances. The parties hereto further acknowledge that Shareholder has been entrusted with knowledge and possession of Proprietary Information as a result of being a shareholder of HSA-Texas and that by virtue of Shareholder's ownership of HSA-Texas and the knowledge of the HSA-Texas Business, PRGX would be deprived of the value of the core assets acquired by PRGX under the Acquisition Agreement if Shareholder breaches the covenants contained herein. The parties hereto also acknowledge and agree that (i) the types and periods of restriction imposed in this Section 2 are fair and reasonable and are reasonably required in order to protect and maintain the Proprietary Information and the other proprietary interests of PRGX, other legitimate business interests of PRGX, and goodwill associated with the business of PRGX, including the HSA-Texas Business (including the HSA-Texas Accounts) acquired under the Acquisition Agreement, and (ii) the time, scope, geographic area, and other provisions of this Section 2 have been specifically negotiated by sophisticated commercial parties,

represented by legal counsel, and are integral parts of the transactions contemplated by the Acquisition Agreement. Therefore, Shareholder agrees to the following covenants and agreements:

(a) Shareholder covenants that such Shareholder shall not, for a period of five (5) years from and after the Effective Date, except on behalf of PRGX, directly or indirectly, within the Territory (i) provide or perform services which are in competition with the HSA-Texas Business, either on its own behalf or on behalf of any other Person, whether as a shareholder, owner, partner, proprietor, agent, consultant, independent contractor or lender of a Competing Business or otherwise, or (ii) have a financial interest in or be in any way connected with or affiliated with any Competing Business. Nothing contained herein shall preclude Shareholder from owning any shares of PRGX Common Stock or having a passive investment in less than one percent (1%) of the outstanding capital stock of any other publicly traded company that is, or is connected with or affiliated with, a Competing Business.

(b) For a period of five (5) years from and after the Effective Date, Shareholder shall hold in trust and in the strictest confidence and shall not disclose to anyone other than PRGX, or use, reproduce, distribute, disclose or otherwise disseminate to or for anyone other than PRGX, any Proprietary Information or any physical embodiments thereof utilized by HSA-Texas or any Affiliate in the HSA-Texas Business at any time prior to the acquisition of assets of HSA-Texas by PRGX on the date hereof; provided, with respect to any Proprietary Information utilized by HSA-Texas or any Affiliate prior to the date hereof that constitutes a trade secret under applicable law, Shareholder's obligation under this Section 2(b) shall remain in effect so long as such information retains its status as a trade secret. In no event shall Shareholder take any action causing any Proprietary Information disclosed to or developed by HSA-Texas or its Affiliates to lose its character or cease to qualify as Proprietary Information. Notwithstanding anything contained herein to the contrary, this Section 2(b) shall not limit in any manner the protection to PRGX with respect to its purchase of HSA-Texas' trade secrets otherwise afforded by law.

(c) For a period of five (5) years from and after the Effective Date, Shareholder covenants and agrees that such Shareholder will not, except with the prior written consent of PRGX signed by its President, directly or indirectly, solicit or call upon any of the HSA-Texas Accounts, former clients of HSA-Texas to which services have been provided by HSA-Texas within the last two (2) years prior to the Effective Date or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) for purposes of selling or providing any product, equipment or service, which is competitive with any product, equipment or service sold, leased, offered for sale or lease or under development by HSA-Texas during the twenty-four (24) month period immediately preceding the Effective Date. Notwithstanding anything contained herein to the contrary, this Section 2(c) shall not limit Shareholder from soliciting the HSA-Texas Accounts, former clients of HSA-Texas or any Prospective Client of HSA-Texas (or any employee or independent contractor of any such client or Prospective Client) to provide services which are not competitive with those provided by the HSA-Texas Business as of the Effective Date.

(d) For a period of five (5) years from and after the Effective Date Shareholder covenants and agrees that such Shareholder will not, without the prior written consent of PRGX signed by its President, directly or indirectly:

(i) hire, solicit, entice, persuade or induce, or attempt to hire, solicit, entice, persuade or induce any Person who was employed by, or performing services as an independent contractor or as an employee of an independent contractor for, HSA-Texas or an Affiliate and is subsequently hired or engaged by PRGX in connection with PRGX's acquisition of the HSA-Texas Business pursuant to the Acquisition Agreement, either to terminate such Person's employment with PRGX or to cease performing such services for PRGX; or

(ii) authorize any Person to engage in or assist any Person in any of the activities described in clause (i) of this subsection.

3. SEVERABILITY. In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subsections contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted, and if such invalidity shall be caused by the length of any period of time, the number or location of Persons, the size of any area, or the scope of the activities set forth in any part hereof, such period of time, number or location of Persons, area, or scope, or any combination thereof, shall be considered to be reduced to a period, number, location, area or scope which would cure such invalidity and which will be effective, binding and enforceable against Shareholder.

4. REMEDIES. Shareholder agrees that if such Shareholder breaches any provision of this Agreement, the damage to PRGX would be difficult or impossible to ascertain, and money damages alone would not afford PRGX an adequate remedy for any such breach. Therefore, if Shareholder is in breach of this Agreement, the parties hereto agree that PRGX will be entitled, in addition to any and all rights and remedies as would be provided by law, to specific performance, injunctive, and other equitable relief (without being required to post bond or security and without having to prove the inadequacy of available remedies at law) to prevent or restrain a breach of this Agreement or otherwise to specifically enforce the provisions of Section 2 of this Agreement. The rights of PRGX to enforce the covenants in this Agreement are in addition to, and not in lieu of, any and all rights PRGX may have at law and in equity to protect its business interests. The existence of any claim, demand, action or cause of action that Shareholder may have against PRGX, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by PRGX of any of the covenants contained in Section 2 hereof.

5. RIGHTS ARE CUMULATIVE AND EFFECT OF WAIVER. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure to exercise nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Acquisition Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements and understandings between PRGX, on the one hand, and Shareholder, on the other, with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon PRGX unless made in writing and signed by a duly authorized officer of PRGX, or upon Shareholder unless made in writing and signed by Shareholder.

7. ASSIGNMENT. This Agreement may not be assigned by Shareholder, and any purported assignment shall be void and ineffective. This Agreement may be assigned by PRGX to any Related Entity of PRGX without the consent of Shareholder and, in the event of a merger consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity of such transaction, this Agreement may be assigned by PRGX without the prior consent of, but with notice to, Shareholder. The provisions of this Agreement shall be binding upon and inure to the benefit of PRGX, Shareholder and their respective successors and permitted assigns. As used herein, "Related Entity" of PRGX means PRGX and all entities, whether now or hereafter existing, fifty-one percent (51%) or more of

the outstanding capital stock of which is owned by any combination of PRGX and/or any Related Entity of the foregoing entities and which are engaged in substantially the same business as the business of PRGX regardless of the industry segment of its clients and/or which provide services or employees to PRGX or any Related Entity in connection with the operations thereof.

8. NOTICES. All notices, requests, demands, claims or other communications hereunder will be in writing and shall be deemed duly given if personally delivered, sent by telefax, sent by a recognized overnight delivery service which guarantees next-day delivery ("Overnight Delivery") or mailed by certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to Shareholder:        18952 Misthaven Place
                          Dallas, TX 75287
                          Attention: Mac Martirossian
                          Telefax:
                                  ------------------------------------

with a copy to:
                          --------------------------------------------

                          Attention:
                                    ----------------------------------
                          Telefax:
                                  ------------------------------------

If to PRGX:               The Profit Recovery Group International, Inc.
                          2300 Windy Ridge Parkway
                          Suite 100 North
                          Atlanta, GA 30339-8426
                          Attention: Clinton McKellar, Jr.,
                          Senior Vice President and General Counsel
                          Telefax: (770) 779-3034

with a copy to:           Arnall Golden Gregory, LLP
                          2800 One Atlantic Center
                          1201 West Peachtree Street
                          Atlanta, Georgia 30309-3450
                          Attention: Jonathan Golden, Esq.
                          Telefax: (404) 873-8701

or at such other address as any party hereto notifies the other parties hereto in writing. The parties hereto agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or telefax, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (ii) by Overnight Delivery, will be deemed received on the first business day immediately following the date sent, and (iii) by certified U.S. Mail, will be deemed received three (3) business days immediately following the date sent. For purposes of this Agreement, a "business day" is a day on which U.S. national banks are open for business and shall not include a Saturday or Sunday or legal holiday. Notwithstanding anything to the contrary in this Agreement, no action shall be required of the parties hereto except on a business day and in the event an action is required on a day which is not a business day, such action shall be required to be performed on the next succeeding day which is a business day.

9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW. This Agreement, and all issues and matters related to this Agreement, shall be governed by and enforced and construed under the laws of the State of Texas.

11. CONSTRUCTION. All personal pronouns in this Agreement, whether used in the masculine, feminine or neuter gender shall include all other genders, and the singular shall include the plural and the plural shall include the singular, as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

12. ATTORNEYS' FEES. In the event a dispute arises in relation to this Agreement, the prevailing party thereto will be entitled to receive from the non-prevailing party all expenses, including reasonable attorneys' fees, incurred by the prevailing party in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement. The parties agree that the issue of which party(ies) constitute the "prevailing parties" will be submitted to the court for its determination.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement as of the day and year first above written.

PRGX:

THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   -------------------------------------
Name:   John M. Cook
     -----------------------------------
Its: Chairman of the Board and CEO
    ------------------------------------

SHAREHOLDER:

/s/ Mac Martirossian
----------------------------------------
Mac Martirossian

EXHIBIT A

HSA-TEXAS ACCOUNTS

SCHEDULE 1

AFFILIATES

Subsidiaries
H. Schultz & Associates Europe, S.A., a Belgian corporation H. Schultz & Associates, S.A., a Belgian corporation Howard Schultz & Associates Nederland, BV HS&A France, S.A., a French corporation
H. Schultz & Asociados Espana, S.A., a Spanish corporation H. Schultz & Associates Italia SRL, an Italian corporation H. Schultz de Mexico, S.A. de C.V., a Mexican corporation Howard Schultz & Associates International (Thailand) Limited HS&A Imaging, Inc., a Texas corporation

Stock Companies
Howard Schultz & Associates (Asia) Limited HS&A International Pte Ltd
Howard Schultz & Associates (Australia), Inc. Howard Schultz & Associates (Canada), Inc.

Others
Howard Schultz & Partners (Deutschland) GmbH Howard Schultz & Associates International Limited

SCHEDULE 2

TERRITORY

United States
Canada
Germany
China
Portugal
United Kingdom
Spain
Mexico
Italy
France
Thailand
Austria
Belgium
Netherlands
Luxemburg
Asia (China, Hong Kong, Thailand, Singapore) Mexico
New Zealand
Australia

EXHIBIT 10.36

December 20, 2001

Howard Schultz
9241 LBJ Freeway
Dallas, TX 75243

Dear Howard:

I am pleased to extend this offer of full time employment with The Profit Recovery Group USA, Inc. ("PRG") as an executive officer. You will also serve as Chairman of the Board of Directors of The Profit Recovery Group International Inc. ("PRGX"), reporting to the Board of Directors of PRGX. This offer is conditioned upon the closing of the acquisition of Howard Schultz & Associates International, Inc. ("HSA-Texas") and related companies (the "Closing") and your signing the attached Employee Agreement. The terms of this offer when accepted by you, together with the Employee Agreement you have signed, will replace and supersede the terms of employment that you have with HSA-Texas, effective upon the Closing. We are very excited about your joining our organization and the opportunities for our mutual success.

Enclosed is our new hire package, which includes the forms to be completed and returned to my attention at the Atlanta office. Both this offer letter and Employee Agreement must be signed prior to the Closing.

The following confirms our offer:

1. Base Salary. Your base salary will be at the rate of $400,000 per annum, paid $15,384 every two weeks and pro-rated for partial years. No bonus will be paid.

2. Term. The term of your employment shall commence on the date of the Closing ("Closing Date"), and shall continue until the second anniversary of the Closing Date, unless sooner terminated as hereinafter provided.

3. Options. You will be granted a nonqualified option to purchase 250,000 shares of Common Stock of PRGX at the exercise price per share equal to the closing sale price per share on the Closing Date as published in The Wall Street Journal on the business day immediately following the Closing Date, which option shall vest in the manner set forth in a separate stock option agreement entered into on the Closing Date between you and PRGX granted under the PRGX Stock Incentive Plan.

4. Employee Benefits. You will be eligible for participation in PRG's Employee Benefits Plan, which currently offers medical, dental, life, short term and long term disability insurance, flexible spending accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The effective dates for your coverage and participation in these plans have previously been communicated to you under separate cover and with respect to all insured plans, will be subject to your eligibility for coverage at standard rates.

Howard Schultz December 20, 2001

5. Termination.

(a) This Agreement may be terminated by PRG for "cause" upon delivery to you of notice of termination. As used herein, "cause" shall mean (i) fraud, material dishonesty, gross negligence, willful misconduct, commission of a felony or an act of moral turpitude, or (ii) engaging in activities prohibited by Sections 3,4,5,6, 7 or 9 of the Employee Agreement signed by you and dated as of date hereof, or any other material breach of this Agreement.

(b) You may, without cause, terminate this Agreement by giving PRG thirty (30) days' written notice in the manner specified in
Section 7 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice or such earlier date as PRG specifies.

(c) In the event of your Disability, physical or mental, PRG will have the right, subject to all applicable laws, including without limitation, the Americans with Disabilities Act ("ADA"), to terminate your employment immediately. For purposes of this Agreement, the term "Disability" shall mean your inability or expected inability (or a combination of both) to perform the services required of you hereunder due to illness, accident or any other physical or mental incapacity for an aggregate of ninety (90) days within any period of one hundred eighty (180) consecutive days during which this Agreement is in effect, as agreed by the parties or as determined pursuant to the next sentence. If there is a dispute between you and PRG as to whether a Disability exists, then such issue shall be decided by a medical doctor selected by PRG and a medical doctor selected by you and your legal representative (or, in the event that such doctors fail to agree, then in the majority opinion of such doctors and a third medical doctor chosen by such doctors). Each party shall pay all costs associated with engaging the medical doctor selected by such party and the parties shall each pay one-half (1/2) of the costs associated with engaging any third medical doctor.

(d) In the event this Agreement is terminated, all provisions in this Agreement or the Employee Agreement relating to any action, including those of payment or compliance with covenants, subsequent to termination shall survive such termination.

(e) If your employment with PRG is terminated by PRG for cause or if you voluntarily resign, you will receive your base salary prorated through the date of termination, payable in accordance with PRG's normal payroll procedure.

(f) If your employment with PRG is terminated by your death or Retirement, you (or your legal representative in the case of death) will receive base salary for the year in which such termination occurs prorated through the date of such termination and you will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. The prorated base salary will be in accordance with PRG's normal payroll procedure and the prorated bonus will be paid in a lump sum within ninety (90) days after the end of the year to which it relates.

(g) If your employment with PRG is terminated for Disability (as defined herein), you or your legal representative will receive all unpaid base salary for the year in which such termination occurs prorated through the date of termination with such prorated base salary payable in accordance with PRG's normal payroll procedure and the prorated bonus payable in a lump sum within ninety (90) days after the end of the year to which it relates.

Howard Schultz December 20, 2001

(h) If your employment is terminated for any reason, you will be paid within sixty (60) days of termination for the value of all unused vacation time which accrued during the calendar year in which such termination occurs up to the date of termination in accordance with the Company's policies.

6. Successors and Assigns. You may not assign this Agreement. This Agreement may be assigned by PRG to any affiliate of PRG. The provisions of this Agreement will be binding upon your heirs and legal representatives.

7. Notices. Any notice to be given under this Agreement shall be given in writing and may be effected by personal delivery or by placing such in the United States certified mail, return receipt requested and addressed as set forth below, or as otherwise addressed as specified by the parties by notice given in like manner:

If to PRG:              The Profit Recovery Group USA, Inc.
                        2300 Windy Ridge Parkway
                        Suite 100 North
                        Atlanta, Georgia 30339-8426
                        Attention: General Counsel

If to you:              Howard Schultz
                        7141 Brookshire Drive
                        Dallas, TX 75230

8. Withholdings. PRG will deduct or withhold from all amounts payable to you pursuant to this Agreement such amount(s) as may be required pursuant to applicable federal, state or local news.

9. Entire Agreement. This Agreement, the Employee Agreement and such other documents as may be referenced by such documents (the "Referenced Documents"), constitute our entire agreement with respect to the subject matter hereof and, except as specifically provided herein or in the Employee Agreement and the Referenced Documents, supersedes all of our prior discussions, understandings and agreements. Any such prior agreements shall be null and void. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Time is of the essence of this Agreement and each and every Section and subsection hereof.

Howard Schultz December 20, 2001

Please confirm your acceptance of this offer by signing and returning both this letter to me at your earliest convenience but in any event on or before December 28, 2001.

Best wishes,

                                       /s/ John M. Cook
                                       John M. Cook

Agreed:


/s/ Howard Schultz
---------------------------------------
Howard Schultz

EXHIBIT 10.37

December 20, 2001

Andrew Schultz
9241 LBJ Freeway
Dallas, TX 75243

Dear Andy:

I am pleased to extend this offer of full time employment with The Profit Recovery Group USA, Inc. ("PRG") as an executive officer. This offer is conditioned upon the closing of the acquisition of Howard Schultz & Associates International, Inc. ("HSA-Texas") and related companies (the "Closing") and your signing the attached Employee Agreement. The terms of this offer when accepted by you, together with the Employee Agreement you have signed, will replace and supersede the terms of employment that you have with HSA-Texas, effective upon the Closing. We are very excited about your joining our organization and the opportunities for our mutual success.

Enclosed is our new hire package, which includes the forms to be completed and returned to my attention at the Atlanta office. Both this offer letter and Employee Agreement must be signed prior to the Closing.

The following confirms our offer:

1. Base Salary. Your base salary will be at the rate of $240,000 per annum, paid $9,230.77 every two weeks and pro-rated for partial years.

2. Bonus. You will be eligible for an incentive bonus plan, which will include payout potentials of 35% of your base pay for achievement of annual target performance goals and pay out potentials of 70% of your base pay for achievement of annual max performance goals, in accordance with PRGX's incentive bonus plan, prorated for 2002 if the Closing occurs after January 2002. See Addendum A for more details about the performance goals and bonus opportunity for 2002. Your bonus for 2002 will be no less than $60,000, prorated for the number of months in 2002 after the Closing occurs.

3. Term. The term of your employment shall commence on the date of the Closing ("Closing Date"), and shall continue until the second anniversary of the Closing Date, unless sooner terminated as hereinafter provided.

4. Employee Benefits. You will be eligible for participation in PRG's Employee Benefits Plan, which currently offers medical, dental, life, short term and long term disability insurance, flexible spending accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The effective dates for your coverage and participation in these plans have previously been communicated to you under separate cover and with respect to all insured plans, will be subject to your eligibility for coverage at standard rates.

5. Termination.

(a) This Agreement may be terminated by PRG for "cause" upon delivery to you of notice of termination. As used herein, "cause" shall mean (i) fraud, material dishonesty, gross negligence, willful misconduct, commission of a felony or an act of moral turpitude, or (ii) engaging

in

Andrew Schultz December 20, 2001

activities prohibited by Sections 3,4,5,6, 7 or 9 of the Employee Agreement signed by you and dated as of date hereof, or any other material breach of this Agreement.

(b) You may, without cause, terminate this Agreement by giving PRG thirty
(30) days' written notice in the manner specified in Section 7 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice or such earlier date as PRG specifies.

(c) In the event of your Disability, physical or mental, PRG will have the right, subject to all applicable laws, including without limitation, the Americans with Disabilities Act ("ADA"), to terminate your employment immediately. For purposes of this Agreement, the term "Disability" shall mean your inability or expected inability (or a combination of both) to perform the services required of you hereunder due to illness, accident or any other physical or mental incapacity for an aggregate of ninety (90) days within any period of one hundred eighty (180) consecutive days during which this Agreement is in effect, as agreed by the parties or as determined pursuant to the next sentence. If there is a dispute between you and PRG as to whether a Disability exists, then such issue shall be decided by a medical doctor selected by PRG and a medical doctor selected by you and your legal representative (or, in the event that such doctors fail to agree, then in the majority opinion of such doctors and a third medical doctor chosen by such doctors). Each party shall pay all costs associated with engaging the medical doctor selected by such party and the parties shall each pay one-half (1/2) of the costs associated with engaging any third medical doctor.

(d) In the event this Agreement is terminated, all provisions in this Agreement or the Employee Agreement relating to any action, including those of payment or compliance with covenants, subsequent to termination shall survive such termination.

(e) If your employment with PRG is terminated by PRG for cause or if you voluntarily resign, you will receive your base salary prorated through the date of termination, payable in accordance with PRG's normal payroll procedure.

(f) If your employment with PRG is terminated by your death or Retirement, you (or your legal representative in the case of death) will receive base salary for the year in which such termination occurs prorated through the date of such termination and you will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. The prorated base salary will be in accordance with PRG's normal payroll procedure and the prorated bonus will be paid in a lump sum within ninety (90) days after the end of the year to which it relates.

(g) If your employment with PRG is terminated for Disability (as defined herein), you or your legal representative will receive all unpaid base salary for the year in which such termination occurs prorated through the date of termination with such prorated base salary payable in accordance with PRG's normal payroll procedure and the prorated bonus payable in a lump sum within ninety (90) days after the end of the year to which it relates.

(h) If your employment is terminated for any reason, you will be paid within sixty (60) days of termination for the value of all unused vacation time which accrued during the calendar year in which such termination occurs up to the date of termination in accordance with the Company's policies.

Andrew Schultz December 20, 2001

6. Successors and Assigns. You may not assign this Agreement. This Agreement may be assigned by PRG to any affiliate of PRG. The provisions of this Agreement will be binding upon your heirs and legal representatives.

7. Notices. Any notice to be given under this Agreement shall be given in writing and may be effected by personal delivery or by placing such in the United States certified mail, return receipt requested and addressed as set forth below, or as otherwise addressed as specified by the parties by notice given in like manner:

If to PRG:            The Profit Recovery Group USA, Inc.
                      2300 Windy Ridge Parkway
                      Suite 100 North
                      Atlanta, Georgia  30339-8426
                      Attention: General Counsel

If to you:            Andrew H. Schultz
                      11553 E. Ricks Circle
                      Dallas, TX 75230-3029

8. Withholdings. PRG will deduct or withhold from all amounts payable to you pursuant to this Agreement such amount(s) as may be required pursuant to applicable federal, state or local news.

9. Entire Agreement. This Agreement, the Employee Agreement and such other documents as may be referenced by such documents (the "Referenced Documents"), constitute our entire agreement with respect to the subject matter hereof and, except as specifically provided herein or in the Employee Agreement and the Referenced Documents, supersedes all of our prior discussions, understandings and agreements. Any such prior agreements shall be null and void. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Time is of the essence of this Agreement and each and every Section and subsection hereof.

Please confirm your acceptance of this offer by signing and returning both this letter to me at your earliest convenience but in any event on or before December 28, 2001.

Best wishes,

 /s/ John M. Cook
-------------------
 John M. Cook

Agreed:

/s/ Andrew Schultz
---------------------------------------
Andrew Schultz

EXHIBIT 10.38
INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of this 24th day of, January 2001, by and among THE PROFIT RECOVERY GROUP INTERNATIONAL,
INC., a Georgia corporation ("PRGX"), HOWARD SCHULTZ & ASSOCIATES INTERNATIONAL, INC., a Texas corporation ("HSA-Texas"), HOWARD SCHULTZ, a Texas resident ("H. Schultz"), ANDREW H. SCHULTZ, a Texas resident ("A. Schultz"), each of the trusts identified on the signature pages hereto (collectively, the "Trusts" and individually a "Trust") and H. SCHULTZ, as the Shareholders' representative ("Shareholders' Representative").

WITNESSETH:

WHEREAS, H. Schultz, A. Schultz and the Trust are the holders of a majority of the outstanding equity of HSA-Texas;

WHEREAS, H. Schultz is the holder of a majority of the outstanding equity of HOWARD SCHULTZ & ASSOCIATES (ASIA) LIMITED, a Hong Kong corporation ("Asia"), and HS&A INTERNATIONAL PTE LTD., a Singapore corporation ("Singapore");

WHEREAS, the Trust is the sole holder of the outstanding equity of HOWARD SCHULTZ & ASSOCIATES (AUSTRALIA), INC., a Texas corporation ("Australia") and HOWARD SCHULTZ & ASSOCIATES (CANADA), INC., a Texas corporation ("Canada");

WHEREAS, in accordance with that certain Agreement and Plan of Reorganization relating to the acquisition of assets of HSA-Texas (the "Asset Agreement") dated as of August 3, 2001 by and among PRGX, HSA-Texas, H. Schultz,
A. Schultz and the Trust, PRGX has agreed to acquire substantially all of the assets and certain of the liabilities of HSA-Texas for the consideration and upon the terms and conditions set forth in the Asset Agreement; and

WHEREAS, in accordance with that certain Agreement and Plan of Reorganization relating to the acquisition of equity of Asia, Singapore, Australia and Canada (the "Stock Agreement") dated as of August 3, 2001 by and among PRGX, H. Schultz, A. Schultz, the Trust and L. Schultz, PRGX has agreed to acquire substantially all of the outstanding equity of the following entities:
Asia, Singapore, Australia and Canada (collectively, Asia, Singapore, Australia and Canada being the "Stock Companies"); and

WHEREAS, in accordance with Article 7 of the Asset Agreement, (a) HSA-Texas, H. Schultz, A. Schultz and the Trusts (other than the AHS Irrevocable Trust), jointly and severally, have agreed, and the AHS Irrevocable Trust, severally, has agreed, to indemnify and hold PRGX, and its subsidiaries, affiliates, directors, officers, employees and agents (collectively, the "PRGX Indemnified Parties"), harmless from and against all Section 7.1 Indemnified Claims as defined therein and (b) PRGX has agreed to indemnify and hold HSA-Texas, H. Schultz, A. Schultz, the Trust and the affiliates, directors, officers, employees and agents of HSA-Texas, H. Schultz, A. Schultz, the Trust (collectively, the "HSA-Texas Indemnified Parties") harmless from and against all Section 7.2 Indemnified Claims as defined therein;

WHEREAS, in accordance with Article 6 of the Stock Agreement, (a) H. Schultz and A. Schultz, jointly and severally (and prior to the Closing as defined in the Stock Agreement, H. Schultz and A. Schultz, and the Stock Companies, jointly and severally), have agreed to indemnify and hold the PRGX Indemnified Parties, harmless from and against all Section 6.1 Indemnified Claims as defined therein and (b) PRGX has agreed to indemnify and hold the HSA-Texas Indemnified Parties harmless from and against all Section 6.2 Indemnified Claims as defined therein;

WHEREAS, each of the parties to the Asset Agreement and the Stock Agreement (collectively, the Asset Agreement and the Stock Agreement being the "Acquisition Agreements") desires to set forth herein the procedures for asserting and responding to claims for indemnification arising under the Acquisition Agreements and set forth certain limitations on the indemnification provided for in the Acquisition Agreements;

WHEREAS, pursuant to Article 11.1 of the Asset Agreement and Article VIII of the Stock Agreement, each shareholder of HSA-Texas party to the Asset Agreement and each shareholder of the Stock Companies irrevocably appointed H. Schultz, and any successor to H. Schultz appointed pursuant thereto (referred to herein as the "Shareholders' Representative"), as the true and lawful agent and attorney-in-fact of such Person with full power of substitution and with full power and authority to act in the name, place and stead of such Person with respect to certain matters, including the settling of all claims, matters, disputes or disagreements under this Indemnification Agreement; and

WHEREAS, as required by the Acquisition Agreements and as an inducement to the consummation of the transactions contemplated in the Acquisition Agreements, the parties hereto desire to set forth certain agreements regarding indemnification under the Acquisition Agreements;

WHEREAS, capitalized terms not otherwise defined herein (or with respect to which there is no reference to the document in which such capitalized term is defined) shall have the meanings assigned to them in the Asset Agreement;

NOW, THEREFORE, in consideration of the premises, the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. PROCEDURES REGARDING INDEMNIFICATION.

(a) Definitions. Each Person who has obligations to indemnify others under either of the Acquisition Agreements is referred to herein in such capacity as the "Indemnifying Party" and each Person who is entitled to be indemnified under either of the Acquisition Agreements is referred to herein in such capacity as the "Indemnified Party".

(b) Procedure-Third Party Claims. Promptly after receipt by an Indemnified Party of notice by a third party of any claim, complaint or the commencement of any action or proceeding with any Governmental Entity with respect to which such Indemnified Party may be entitled to receive payment from the Indemnifying Party(ies) for any indemnified claims under either or both of the Acquisition Agreements, such Indemnified Party shall notify the Indemnifying Party of such claim or demand or of the commencement of such action or proceeding and provide copies of all

pleadings and other documentation relating to such claim, demand, complaint, action or proceeding; provided, however, that the failure so to notify the Indemnifying Party shall relieve the Indemnifying Party from liability for such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such claim, demand, action or proceeding. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter, to assume the defense of such claim, demand, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the claim, demand, action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then such Indemnified Party may employ legal counsel to represent or defend such Indemnified Party in any such claim, demand, action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such legal counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one legal counsel for all Indemnified Parties in any jurisdiction in any single claim, demand, action or proceeding. In any claim, demand, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense thereof, shall have the right to participate in such defense and to retain such party's own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the other party(ies) reasonably apprised of the status of the defense of any claim, demand, action or proceeding the defense of which such party is maintaining, and to cooperate in good faith with each other with respect to the defense of any such claim, demand, action or proceeding.

(c) Settlement of Third Party Claims. No Indemnified Party may settle or compromise any claim, demand, action or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim without payment of consideration and without any adverse consequence whatsoever to the Indemnifying Party of the type described below in clause (ii) of this Section
1(c). An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim, demand, action or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the terms or effect of the settlement shall not encumber any of the assets of any Indemnified Party or any affiliate thereof, or contain or result in any restriction, interference or condition that would apply to such Indemnified Party or its affiliates or to the conduct of any of their respective businesses; and (iii) shall obtain, as a condition of such settlement, a complete and unconditional release of each Indemnified Party. If a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then: (A) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (B) the maximum liability of the Indemnifying Party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party

on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

(d) Procedure-Other Claims. In the event an Indemnified Party shall claim a right to payment pursuant to either or both of the Acquisition Agreements which does not involve a third party claim, demand, action or proceeding, such Indemnified Party shall send written notice of such claim to the Indemnifying Party(ies). Such notice shall specify the basis for such claim and shall be accompanied by copies of relevant documentation relating to such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the Indemnifying Party shall establish the merits and the amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and within five (5) business days after the final determination of the merits and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder.

(e) The Shareholders' Representative shall in all events act under this Agreement for each and all of HSA-Texas, H. Schultz and A. Schultz, and the Trusts whether as an Indemnified Party or an Indemnifying Party, pursuant to the authority given to the Shareholders' Representative under the applicable sections of the Acquisition Agreements. PRGX and each of the PRGX Indemnified Parties shall have the right to deal exclusively with the Shareholders' Representative in respect of all matters relating to HSA-Texas, H. Schultz and
A. Schultz under this Agreement.

2. PAYMENT OF INDEMNIFIED CLAIMS. The Shareholders' Representative acting on behalf of each of HSA-Texas, H. Schultz and A. Schultz as indemnifying parties (collectively, the "Schultz Indemnifying Parties") shall have the option to pay any Section 7.1 Indemnified Claims, as defined in the Asset Agreement, and any Section 6.1 Indemnified Claims, as defined in the Stock Agreement (collectively, the Section 7.1 Indemnified Claims and the Section 6.1 Indemnified Claims being the "Schultz Indemnified Claims") either in cash or by delivery of that number of shares of PRGX Common Stock equal to the amount of such Schultz Indemnified Claim divided by the average closing sale price per share of PRGX Common Stock as reported in The Wall Street Journal for the last ten trading days immediately preceding the day such shares of PRGX Common Stock are tendered to the PRGX Indemnified Parties in payment of such Schultz Indemnified Claims.

3. SURVIVAL. All representations and warranties contained in (a) the Acquisition Agreements, (b) the HSA-Texas Transaction Documents and the PRGX Transaction Documents, as defined in the Asset Agreement, and (c) the Shareholders' Transaction Documents and the PRGX Transaction Documents, as defined in the Stock Agreement, delivered at the Closing or made in writing in connection herewith shall survive the execution and delivery of the Acquisition Agreements and this Agreement, any examination by or on behalf of the party or parties to whom they were made, the Closing and the completion of the transactions contemplated herein for a period ending on that date (the "General Expiration Date"), which is 60 days after the date of issuance of PRGX independent auditor's report in respect of the second annual audited financial statements issued after the Closing Date which include the Acquired Assets under the Asset Agreement and the business of the Stock Companies in the financial position and results of operation of PRGX and shall thereafter cease to be of any force and effect, except for:

(i) claims as to which notice has been given in accordance with Section 1 hereof prior to the General Expiration Date and which are pending on such General Expiration Date;

(ii) claims based on the breach or nonfulfillment of representations, warranties, covenants and agreements relating to (A) Taxes, (B) Employee Benefit Plans, or (C) any litigation, arbitrations and mediations that existed on or at any time prior to the Effective Date, each of which shall survive until the end of the statute of limitations applicable to the underlying claim for which indemnification is sought;

(iii) claims based on the breach or nonfulfillment of representations, warranties, covenants and agreements relating to compliance by any of the Companies with applicable laws, orders, rules and regulations of all Governmental Entities, each of which shall survive until the third anniversary of the Closing Date; and

(iv) representations and warranties with respect to ownership of the capital stock of each Company, as defined in the Asset Agreement, and of the Stock Companies, each of which shall survive without expiration. All covenants and agreements contained in (A) the Acquisition Agreements, (B) the HSA-Texas Transaction Documents and the PRGX Transaction Documents, as defined in the Asset Agreement, and (C) the Shareholders' Transaction Documents and the PRGX Transaction Documents, as defined in the Stock Agreement shall survive the execution, delivery and closing of this Acquisition Agreements and the consummation of the transactions contemplated therein for a period ending on the General Expiration Date, provided that any covenant which expressly specifies a period for performance shall survive until the end of such specified period. In addition, notwithstanding anything to the contrary contained herein or in the Acquisition Agreements, in the event of a breach of a representation or warranty or failure to perform a covenant or agreement by a party which constitutes civil fraud, the representation, warranty, covenant or agreement shall survive the consummation of the transactions contemplated in the Acquisition Agreements and continue in full force and effect thereafter with respect to such fraud until the expiration of the applicable statute of limitations for civil fraud.

4. LIMITATIONS.

(a) Base Amount.

(i) Notwithstanding anything to the contrary contained herein or in the Acquisition Agreements, PRGX will not assert a claim against any Schultz Indemnifying Party for indemnification pursuant to Section 7.1 of the Asset Agreement and/or pursuant to Section 6.1 of the Stock Agreement until the total of all Section 7.1. Indemnified Claims under the Asset Agreement and all Section 6.1 Indemnified Claims under the Stock Agreement equals or exceeds in the aggregate $3,000,000 (the "Base Amount"), at which time, all
Section 7.1 Indemnified Claims under the Asset Agreement and Section 6.1 Indemnified Claims under the Stock Agreement, including the Base Amount, may be claimed in full and, if indemnifiable under the Article 7 of the Asset Agreement or Article 6 of the Stock Agreement, as the case may be, shall be indemnified in full; provided however, PRGX shall have the right to be indemnified without regard to such Base Amount for claims relating to or arising from (A) the matters described in Section 7.1(c)-(j) of the Asset Agreement, except with respect to claims under

Section 7.1(g) of the Asset Agreement, the deductible contained therein shall apply; (B) Section 6.1(c)-(h) of the Stock Agreement, except with respect to claims under Section 6.1(e) of the Stock Agreement, the deductible contained therein shall apply; (C) claims in respect of payroll and other Tax liabilities; (D) liabilities arising from breaches of representations and warranties contained in Section 5.22 of the Asset Agreement; (E) compliance with Executive Order 11246; (F) ownership of any equity interest in any Company; (G) existing litigation, arbitrations, or mediations, and (H) claims based on noncompliance by any of the Companies with applicable laws, orders, rules and regulations of Governmental Entities.

(ii) Notwithstanding anything to the contrary contained herein or in the Acquisition Agreements, neither H. Schultz, A. Schultz, the Trust, HSA-Texas shall assert any claim against PRGX for indemnification pursuant to Section 7.2 of the Asset Agreement or Section 6.2 of the Stock Agreement until the total of all Section 7.2 Indemnified Claims under the Asset Agreement and all Section 6.2 Indemnified Claims under the Stock Agreement equal or exceed the Base Amount, at which time all such Section 7.2 Indemnified Claims and Section 6.2 Indemnified Claims including the Base Amount may be claimed in full and if indemnifiable under the respective Acquisition Agreements and this Agreement shall be indemnified in full.

(b) Cap.

(i) Notwithstanding anything to the contrary contained herein or in the Acquisition Agreements, in no event will the Schultz Indemnifying Parties be liable for aggregate Section 7.1 Indemnified Claims under the Asset Agreement and Section 6.1 Indemnified Claims under the Stock Agreement exceeding $53,300,000, being thirty-five percent (35%) the aggregate amount of the Consideration under the Asset Agreement and the Consideration under the Stock Agreement, with the shares of PRGX Common Stock constituting such aggregate Considerations based on the PRGX Average Price as defined in the Asset Agreement (the "Cap").

(ii) Notwithstanding anything to the contrary contained herein or in the Acquisition Agreements, in no event will PRGX be liable for aggregate Section 7.2 Indemnified Claims under the Asset Agreement and Section 6.2 Indemnified Claims under the Stock Agreement exceeding the Cap.

(c) Materiality. Notwithstanding anything in this Agreement or the Acquisition Agreements to the contrary, for purposes of determining (i) whether the PRGX Indemnified Parties have a Section 7.1 Indemnified Claim under the Asset Agreement or a Section 6.1 Indemnified Claim under the Stock Agreement against any of the Schultz Indemnifying Parties or (ii) whether the H. Schultz,
A. Schultz, the Trust or HSA-Texas have a Section 7.2 Indemnified Claim under the Asset Agreement or a Section 6.2 Indemnified Claim under the Stock Agreement against PRGX, all references to "material,""materiality," "Material Adverse Effect," or words of similar meaning or import included in any representation, warranty, covenant or agreement shall be completely disregarded, and such representation, warranty, covenant or agreement shall be read as if the applicable representation, warranty, covenant or agreement, as the case may be, had been written without such words. It is the intention of the parties hereto that the concept of materiality as a limitation in any such representation, warranty, covenant or agreement is for the purpose of determining whether the closing conditions under the Acquisition Agreements have been

fulfilled and met or whether the parties thereto have breached such representation, warranty, covenant or agreement prior to Closing; however, such words are not intended to limit the right of any PRGX Indemnified Party(ies) to recover, or the amount of such recovery with respect to all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and costs of curing any breach of any representation, warranty, agreement or covenant) incurred or suffered by any of them and arising out of any such
Section 7.1 Indemnified Claim or Section 7.2 Indemnified Claim under the Asset Agreement or Section 6.1 Indemnified Claim or Section 6.2 Indemnified Claim under the Stock Agreement, as the case may be.

5. MISCELLANEOUS PROVISIONS.

(a) Severability. If any provision of this Agreement is prohibited by the laws of any jurisdiction as those laws apply to this Agreement, that provision shall be ineffective to the extent of such prohibition and/or shall be modified to conform with such laws, without invalidating the remaining provisions hereto.

(b) Amendment; Modification; Extension; Waiver.

(v) This Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Acquisition by the shareholders of PRGX and HSA-Texas, but, after any such approval, no amendment shall be made which by law or in accordance with the rules of the NASDAQ Stock Market requires further approval by the PRGX shareholders without such further approval; provided, however, this Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(vi) At any time prior to the Closing, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso of Section 9.2(g), waive compliance with any of the agreements or conditions contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by each of the parties hereto. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Assignment, Survival and Binding Agreement. This Agreement, the other HSA-Texas Transaction Documents and the other PRGX Transaction Documents (a) may not be assigned by PRGX on or prior to the Closing without the prior written consent of HSA-Texas and Shareholders (except for an assignment to a wholly owned subsidiary of PRGX, which may be made without the prior consent of, but with notice to, HSA-Texas provided that, in such event, the assignor shall remain obligated hereunder in the same manner as if such assignment had not been effected); (b) may not be assigned by PRGX after the Closing without the prior written consent of HSA-Texas and Shareholders' Representative, except for (i) an assignment to an affiliate of PRGX, which may be made without the prior consent of, but with notice to, HSA-

Texas and Shareholders' Representative; provided that, in such event, the assignor shall remain obligated hereunder in the same manner as if such assignment had not been effected and (ii) in the event of a merger, consolidation, reorganization or similar transaction of PRGX with a Person where such other Person is the surviving entity of such transaction, this Agreement may be assigned by PRGX without the prior consent of, but with notice to, HSA-Texas and Shareholders' Representative; and (c) may not be assigned by HSA-Texas or Shareholders at any time, without the prior written consent of PRGX. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. The parties hereto acknowledge that PRGX intends to transfer and assign the Acquired Assets and the Assumed Liabilities to PRGUSA, its wholly-owned subsidiary, as soon as practicable after the Closing, whereupon all obligations of PRGX referred to herein with respect to such Acquired Assets and Assumed Liabilities shall thereafter be deemed to be primary obligations of PRGUSA, for which PRGX shall be secondarily liable, and acknowledge that this sentence constitutes notice of such assignment.

(d) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Notices. All notices, requests, demands, claims or other communications hereunder will be in writing and shall be deemed duly given if personally delivered, sent by telefax, sent by a recognized overnight delivery service which guarantees next-day delivery ("Overnight Delivery") or mailed by certified mail, return receipt requested, postage prepaid and addressed to the intended recipient, as set forth below:

If to any Schultz Indemnifying Party:    Shareholders' Representative
                                         Howard Schultz & Associates
                                         International, Inc.
                                         9924 LBJ Freeway
                                         Dallas, TX  75243
                                         Attention: Howard Schultz
                                         Telefax: (972) 690-7584

              with a copy to:            Malouf Lynch Jackson & Swinson
                                         600 Preston Commons East
                                         8115 Preston Road
                                         Dallas, TX 75225
                                         Attention: Curtis Swinson, Esq.
                                         Telefax: (214) 273-0567

              with a copy to:            Michael Glazer
                                         Howard Schultz & Associates
                                         International, Inc.
                                         9924 LBJ Freeway
                                         Dallas, TX 75243
                                         Telefax: (972) 690-7584

If to PRGX or PRGX:        The Profit Recovery Group USA, Inc.
                           2300 Windy Ridge Parkway
                           Suite 100 North
                           Atlanta, GA 30339-8426
                           Attention: Clinton McKellar, Jr.
                           Senior Vice President & General Counsel
                           Telefax: (770) 779-3034

with a copy to:            Arnall Golden Gregory LLP
                           1201 West Peachtree Street, Suite 2800
                           Atlanta, Georgia 30309-3400
                           Attention: Jonathan Golden, Esq.
                           Telefax: (404) 873-8701

or at such other address as any party hereto notifies the other parties hereof in writing. The parties hereto agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or telefax, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day (with written confirmation of receipt), (ii) by Overnight Delivery, will be deemed received on the first business day immediately following the date sent, and (iii) by certified U.S. Mail, return receipt requested, will be deemed received three (3) business days immediately following the date sent. For purposes of this Agreement, a "business day" is a day on which U.S. national banks are open for business and shall not include a Saturday or Sunday or legal holiday. Notwithstanding anything to the contrary in this Agreement, no action shall be required of the parties hereto except on a business day and in the event an action is required on a day which is not a business day, such action shall be required to be performed on the next succeeding day which is a business day.

(f) Entire Agreement; No Third Party Beneficiaries. Except for the Nondisclosure Agreement, which remains in full force and effect in accordance with the terms thereof, and the Acquisition Agreements, this Agreement constitutes the entire agreement and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein, is not intended to confer upon any Person other than PRGX, HSA-Texas, the Stock Companies, H. Schultz, A. Schultz and the Trust, any rights or remedies hereunder.

(g) Further Assurances. The parties to this Agreement agree to execute and deliver, both before and after the closing, any additional information or documents or agreements contemplated hereby and/or necessary or appropriate to effect and consummate the transactions contemplated hereby.

(h) Choice of Law. This Agreement and all documents executed in connection therewith shall be governed by, and construed in accordance with, the laws of the State of Georgia, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

(i) Consent to Jurisdiction. Each of the parties hereto
(a) consents to submit itself to the personal jurisdiction of any federal court located in the Northern District of Georgia

or, if there is not a basis for federal court jurisdiction, a Superior Court of Cobb County, Georgia in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a federal court sitting in the Northern District of Georgia or a Cobb County Superior Court.

(j) Dispute Resolution.

(i) Financial Matters. Notwithstanding any provision of this Agreement to the contrary, all disputes, controversies or claims arising out of or relating to this Agreement or the transactions contemplated hereby relating to financial matters shall be resolved by agreement among the parties, or, if not so resolved within forty-five (45) days following written notice of dispute given by either party hereto to the other, by arbitration in accordance with Title 9 of the United States Code (the United States Arbitration Act), the Commercial Arbitration Rules of the American Arbitration Association, and its Optional Rules for Emergency Measures of Protection (the "Optional Rules"), all as amended from time to time (collectively, the "Rules") and the provisions of this Section; provided, however, that the provisions of this Section shall prevail in the event of any conflict with such Rules. The parties agree that they shall use their best efforts to cause the matter to be presented to the arbitral tribunal as soon as possible in light of the complexity of the dispute. The arbitral tribunal, except as provided under the Optional Rules, shall consist of three neutral arbitrators experienced in the industry related to the dispute, one of whom shall be chosen by the claimant and one chosen by respondent, and the two so chosen shall choose the third arbitrator who shall act as chairperson. The parties shall be entitled to engage in discovery in connection with arbitration, which discovery shall be conducted in accordance with Georgia rules of Civil Procedure and Evidence. Additionally, there shall be no evidence by affidavit allowed, and each party shall disclose a list of all documentary evidence to be used, a list of all witnesses and experts to be called by the party at least twenty (20) days prior to the arbitration hearing. The decision of a majority of the arbitral tribunal with respect to the matters referred to them pursuant hereto shall be final and binding upon the parties to the dispute, and confirmation and enforcement thereof may be rendered thereon by any court having jurisdiction upon application of any Person who is a party to the arbitration proceeding. The arbitral tribunal shall assess fees, expenses, compensation, and attorney's fees in the award as provided in the Rules. The arbitral tribunal shall have no power or authority under this Agreement or otherwise to award or provide for the award of punitive or consequential damages against any party. Any arbitration shall be conducted in Atlanta, Georgia.

(ii) Other Matters. Notwithstanding any provision of this Agreement to the contrary, in respect of all disputes, controversies or claims arising out of or relating to this Agreement or the transactions contemplated relating to any matters other than financial matters the parties may exercise any and all rights and remedies available at law or in equity. Without limiting the generality of the foregoing, in the event of a breach or threatened breach by any party hereto of any of its covenants or other obligations hereunder, including, without limitation, the parties' respective obligations to close the transactions contemplated hereby, each of the parties hereby consents and agrees that the non-breaching party shall be entitled to an injunction or similar equitable relief restraining the breaching party(s) from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be

performed by the breaching party(s) under any such provision, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting any bond or other security. The right of the non-breaching party to injunctive relief shall be in addition to any and all other remedies available to it and shall not be construed to prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to them including the recovery of monetary damages.

(k) Reliance. Each party hereto acknowledges and represents (i) that this Agreement is executed without reliance on any agreement, promise, statement, or representation by or on behalf of any person, except as set forth specifically herein, in the Acquisition Agreements, the HSA-Texas Transaction Documents or the PRGX Transaction Documents, as defined in the Asset Agreement, or the Shareholders' Transaction Documents or the PRGX Transaction Documents, as defined in the Stock Agreement, or referred to herein or therein, (ii) that no person, and no agent or attorney of any person, has made any promises, representations, or warranties whatsoever, whether expressed or implied, which are not expressly contained herein, and (iii) that he or its authorized officer has read this Agreement and is fully aware of its contents and legal effect.

(l) Marital Property Rights. The Persons signing in their individual capacities below, whether as a party or as a spouse of a party, acknowledge and agree that: (i) each is individually joining in and assenting to this Agreement, (ii) each consents to and approves of the transactions contemplated by this Agreement, and (iii) each intends individually to be legally bound by this Agreement. Each such individual Person also acknowledges that he or she will directly and personally benefit from the transactions contemplated by this Agreement and the Acquisition Agreements to which such individual or his or her spouse is a party, that such Person has had an opportunity to review all such documents and consult with independent legal counsel, and that PRGX is entering into this Agreement and the Acquisition Agreements in reliance upon the agreements set forth in this paragraph.

(m) Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

(n) Obligations of HSA-Texas Stockholders. Notwithstanding anything to the contrary contained herein, no stockholder of HSA-Texas (including the Shareholders) nor any of the stockholders of the Stock Companies shall have any obligations under this Agreement unless and until the Required HSA-Texas Vote as required by the Asset Agreement has been obtained from the HSA-Texas stockholders and the required affirmation of the vote of the stockholders of the Stock Companies as required by the Stock Agreement has been obtained from each of such stockholders after delivery to them of the Joint Proxy Statement/Prospectus.

[Signatures begin on next page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PRGX:
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.

By: /s/ John M. Cook
   --------------------------------------
Name:   John M. Cook
Its: Chairman of the Board and CEO

HSA-TEXAS:
HOWARD SCHULTZ & ASSOCIATES
INTERNATIONAL, INC.

By: /s/ Howard Schultz
   --------------------------------------
Name:   Howard Schultz
Its: Chairman of the Board and CEO


/s/ Howard Schultz
-----------------------------------------
Howard Schultz


/s/ Leslie Schultz
-----------------------------------------
Leslie Schultz, signing solely for the
purpose of acknowledging the provisions
of Section 5(l) hereof


/s/ Andrew H. Schultz
-----------------------------------------
Andrew H. Schultz


/s/ Nicole Malkoff Schultz
-----------------------------------------
Nicole Malkoff Schultz, signing solely
for the purpose of acknowledging the
provisions of Section 5(l) hereof

Andrew H. Schultz Irrevocable Trust u/a dated May 1, 1997

By: /s/ Andrew H. Schultz
   --------------------------------------
   Andrew H. Schultz, Sole Trustee

The Zachary Herman Schultz Trust u/a dated June 3, 1997

By: /s/ Howard Schultz
   -----------------------------------
   Howard Schultz, Sole Trustee

The Gabriella Schultz Trust u/a dated March 31, 1998

By: /s/ Howard Schultz
   -----------------------------------
   Howard Schultz, Sole Trustee

The Samuel Joel Schultz Trust u/a dated July 3, 2001

By: /s/ Howard Schultz
   -----------------------------------
   Howard Schultz, Sole Trustee

The HHS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The LVS Charitable Lead Annuity Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz HHS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Daniel Alan Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Jaynie Schultz Romaner LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

The Andrew Harold Schultz LVS (2001) GST Trust u/a dated April 5, 2001

By: /s/ Harold Berman
   -----------------------------------
   Harold Berman, Sole Trustee

SHAREHOLDERS' REPRESENTATIVE:

/s/ Howard Schultz
--------------------------------------
Howard Schultz

EXHIBIT 10.41

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of December 31, 2001 among THE PROFIT RECOVERY GROUP USA, INC., a Georgia corporation (the "Borrower"), THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation (the "Parent"), certain of the Domestic Subsidiaries of the Parent (such Domestic Subsidiaries, together with the Parent, individually a "Guarantor", and collectively the "Guarantors"; the Guarantors together with the Borrower, individually a "Pledgor", and collectively the "Pledgors") and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") for the lenders from time to time party to the Credit Agreement described below (the "Lenders").

RECITALS

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed or replaced from time to time, the "Credit Agreement") among the Borrower, the Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their respective Loans and to issue Letters of Credit under the Credit Agreement that the Pledgors shall have executed and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. In addition, the following terms, which are defined in the UCC as in effect in the State of Georgia on the date hereof, are used herein as so defined: Accession, Financial Asset, Proceeds and Security. For purposes of this Pledge Agreement, the term "Lender" shall include any Affiliate of any Lender which has entered into a Hedging Agreement with any Credit Party in connection with the Loans.

2. Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent, for the benefit of the Lenders, and grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following,

whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Pledged Collateral"):

(a) Pledged Shares. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of capital stock owned by such Pledgor of each Domestic Subsidiary of such Pledgor set forth on Schedule 2(a) attached hereto and (ii) 66% of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) ("Voting Equity") and 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of capital stock or other ownership interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") owned by such Pledgor of each Material Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the shares of capital stock described in
Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

(y) all shares or securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and

(z) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger.

(b) Additional Shares. 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of capital stock owned by such Pledgor of any Person which hereafter becomes a Domestic Subsidiary of such Pledgor and 66% of the Voting Equity and 100% (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by such Pledgor of any Person which hereafter becomes a Material Foreign Subsidiary of such Pledgor, including, without limitation, the certificates (or other agreements or instruments) representing such shares.

(c) Other Equity Interests. Any and all other capital stock, membership interests or other equity interests owned by such Pledgor in any Domestic Subsidiary or any Material Foreign Subsidiary of such Pledgor.

(d) Accessions and Proceeds. All Accessions and Proceeds of the foregoing, however and whenever acquired and in whatever form.

Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional shares of stock to the Administrative Agent as collateral security for the Pledgor Obligations. Upon delivery to the Administrative Agent, such additional shares of stock shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional shares.

3. Security for Pledgor Obligations. The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred (the "Pledgor Obligations"):

(a) In the case of the Borrower, the prompt performance and observance by the Borrower of all obligations of the Borrower under the Credit Agreement, the Notes, this Pledge Agreement and the other Credit Documents to which the Borrower is a party;

(b) In the case of the Guarantors, the prompt performance and observance by such Guarantor of all obligations of such Guarantor under the Credit Agreement, this Pledge Agreement and the other Credit Documents to which such Guarantor is a party, including, without limitation, its guaranty obligations arising under Section 4 of the Credit Agreement; and

(c) All other indebtedness, liabilities and obligations of any kind or nature, now existing or hereafter arising, owing from any Pledgor to any Lender or the Administrative Agent, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under any Hedging Agreement between any Credit Party and any Lender in connection with the Loans and all obligations and liabilities incurred in connection with collecting and enforcing the Pledgor Obligations.

4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

(a) Each Pledgor shall deliver to the Administrative Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.

(b) Additional Securities. If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) stock certificate, including without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock splits, spin-off or split-off, promissory notes or other instruments;
(ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such stock certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit
4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Pledgor Obligations.

(c) Financing Statements. Each Pledgor shall authorize and deliver to the Administrative Agent such UCC or other applicable financing statements as may be reasonably requested by the Administrative Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

5. Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent, for the benefit of the Lenders, that so long as any of the Pledgor Obligations remain outstanding or any Credit Document or Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments shall have been terminated:

(a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person. All other shares of stock constituting Pledged Collateral will be duly authorized and validly issued, fully paid and nonassessable and not subject to the preemptive rights of any Person.

(b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no "adverse claim" within the meaning of Section 8-102 of the Uniform Commercial Code as in effect in the State of Georgia (the "UCC") with respect to the Pledged Shares of such Pledgor.

(c) Exercising of Rights. The exercise by the Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property.

(d) Pledgor's Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Shares is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except as have already been obtained) or (ii) for the exercise by the Administrative Agent or the Lenders of their rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities).

(e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent for the benefit of the Lenders, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent's security interest in the Pledged Shares and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Pledgor Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest.

(f) Partnership and Membership Interests. Except as previously disclosed to the Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests
(i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

(g) No Other Shares. No Pledgor owns any shares of stock other than as set forth on Schedule 2(a) attached hereto.

6. Covenants. Each Pledgor hereby covenants, that so long as any of the Pledgor Obligations remain outstanding or any Credit Document or Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments shall have been terminated, such Pledgor shall:

(a) Books and Records. Mark its books and records (and shall cause the issuer of the Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest granted to the Administrative Agent, for the benefit of the Lenders, pursuant to this Pledge Agreement.

(b) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or

otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

(c) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be reasonably necessary and desirable or that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including without limitation any and all action necessary to reasonably satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in any capital stock, membership interests or other equity interests); (ii) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Administrative Agent, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor upon the occurrence of and during the continuation of an Event of Default.

(d) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto.

(e) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

(f) Issuance or Acquisition of Capital Stock. Not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any capital stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

(g) Authorization. Authorize the Administrative Agent to prepare and file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably deem necessary, appropriate or convenient in order to perfect and maintain the security interests granted hereunder in accordance with the UCC.

7. Advances by Lenders. On failure of any Pledgor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent

may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent or the Lenders may make for the protection of the security hereof or which may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Pledgor Obligations and shall bear interest from the date said amounts are expended at the default rate specified in Section 3.1 of the Credit Agreement for Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the Administrative Agent or the Lenders on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Credit Documents or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans. The Lenders may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

8. Events of Default. The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an Event of Default hereunder (an "Event of Default").

9. Remedies.

(a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the Lenders shall have, in respect of the Pledged Collateral of any Pledgor, in addition to the rights and remedies provided herein, in the Credit Documents, in any Hedging Agreement between any Credit Party and any Lender in connection with the Loans or by law, the rights and remedies of a secured party under the UCC or any other applicable law.

(b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Lender may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of

Section 11.1 of the Credit Agreement at least 10 days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities.

(d) Retention of Pledged Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Pledgor Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Pledgor Obligations for any reason.

(e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Lenders are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the default rate specified in Section 3.1 of the Credit Agreement for Revolving Loans that are Base Rate Loans, together with the costs of collection and the reasonable fees of any attorneys employed by the Administrative

Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Pledgor Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

10. Rights of the Administrative Agent.

(a) Power of Attorney. In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the Lenders, and each of its designees or agents as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default:

(i) to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Pledged Collateral of such Pledgor, all as the Administrative Agent may reasonably determine;

(ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral of such Pledgor and enforcing any other right in respect thereof;

(iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

(iv) to pay or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Pledged Collateral of such Pledgor;

(v) to direct any parties liable for any payment under any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

(vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral of such Pledgor;

(vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral of such Pledgor;

(viii) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem reasonably appropriate;

(ix) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably determine necessary in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

(x) to exchange any of the Pledged Collateral of such Pledgor or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral of such Pledgor with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably determine;

(xi) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Shares of such Pledgor into the name of the Administrative Agent or one or more of the Lenders or into the name of any transferee to whom the Pledged Shares of such Pledgor or any part thereof may be sold pursuant to Section 9 hereof; and

(xii) to do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary or proper in connection with the Pledged Collateral of such Pledgor.

This power of attorney is a power coupled with an interest and shall be irrevocable and in effect (i) for so long as any of the Pledgor Obligations remain outstanding, any Credit Document or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding and (ii) until all of the Commitments shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in Pledged Collateral.

(b) Performance by the Administrative Agent of Pledgor's Obligations. If any Pledgor fails to perform any agreement or obligation contained herein, the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Pledgors on a joint and several basis pursuant to Section 26 hereof.

(c) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Pledgor Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Pledge Agreement in relation thereto.

(d) The Administrative Agent's Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral of such Pledgor, and the Administrative Agent shall be relieved of all responsibility for Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral.

(e) Voting Rights in Respect of the Pledged Collateral.

(i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and

(ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights.

(f) Dividend Rights in Respect of the Pledged Collateral.

(i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

(ii) Upon the occurrence and during the continuance of an Event of Default:

(A) all rights of a Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and

(B) all dividends and interest payments which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Pledgor Obligations.

(g) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

11. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

12. Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, any payments in respect of the Pledgor Obligations and any proceeds of any Pledged Collateral, when received by the Administrative Agent or any of the Lenders in cash or its equivalent, will be applied in reduction of the Pledgor Obligations in the order set forth in
Section 3.15(b) of the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent's sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

13. Costs of Counsel. At all times hereafter, the Pledgors agree to promptly pay upon demand any and all reasonable costs and expenses of (a) the Administrative Agent or the Lenders, as required under Section 11.5 of the Credit Agreement and (b) of the Administrative Agent as reasonably necessary to protect the Pledged Collateral or to exercise any rights or remedies under this Pledge Agreement or with respect to any Pledged Collateral. All of the foregoing costs and expenses shall constitute Pledgor Obligations hereunder.

14. Continuing Agreement.

(a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Pledgor Obligations remain outstanding or any Credit Document or Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments thereunder shall have terminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Pledgors, forthwith promptly release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

(b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Pledgor Obligations.

15. Amendments; Waivers; Modifications. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.6 of the Credit Agreement.

16. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders hereunder, to the benefit of the Administrative Agent and the Lenders and their successors and permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as

required by the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent and each Lender, and its successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Collateral, except as set forth in Section 10 hereof and except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent, or such Lender, or its officers, employees or agents.

17. Notices. All notices required or permitted to be given under this Pledge Agreement shall be in conformance with Section 11.1 of the Credit Agreement.

18. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

19. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.

20. Governing Law; Submission to Jurisdiction; Venue.

(a) THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. Any legal action or proceeding with respect to this Security Agreement may be brought in the courts of the State of Georgia, or of the United States for the Northern District of Georgia, Atlanta Division, and, by execution and delivery of this Security Agreement, each Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1 of the Credit Agreement, such service to become effective 3 Business Days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Pledgor in any other jurisdiction.

(b) Each Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Pledge Agreement brought in the courts referred to in subsection
(a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

21. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY

WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

22. Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

23. Entirety. This Pledge Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any Hedging Agreement between any Credit Party and any Lender in connection with the Loans or the transactions contemplated herein and therein.

24. Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement.

25. Other Security. To the extent that any of the Pledgor Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent and the Lenders shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent and the Lenders have the right, in their sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent and the Lenders shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Administrative Agent's and the Lenders' rights or the Pledgor Obligations under this Pledge Agreement, under any other of the Credit Documents or under any Hedging Agreement between any Credit Party and any Lender in connection with the Loans.

26. Joint and Several Obligations of Pledgors.

(a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

(b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other

Pledgors with respect to the payment and performance of all of the Pledgor Obligations arising under this Pledge Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans, it being the intention of the parties hereto that all the Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

(c) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the obligations of a Guarantor under the Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligation subject to avoidance under applicable law (whether federal or state and including, without limitation, Section 548 of the Bankruptcy Code).

[remainder of page intentionally left blank]

Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written.

BORROWER: THE PROFIT RECOVERY GROUP USA, INC.,

a Georgia corporation

                             By:     /s/ Donald E. Ellis, Jr.
                                -------------------------------------------
                             Name:   Donald E. Ellis, Jr.
                             Title:  Executive Vice President - Finance,
                                     Chief Financial Officer and Treasurer


GUARANTORS:                  THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.,
                             a Georgia corporation

                             By:     /s/ Donald E. Ellis, Jr.
                                -------------------------------------------
                             Name:   Donald E. Ellis, Jr.
                             Title:  Executive Vice President - Finance,
                                     Chief Financial Officer and Treasurer

PRGFS, INC.,
PRGLS, INC.,
PRGRS, INC.,
each a Delaware corporation

By:     /s/ Donald E. Ellis, Jr.
   -------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance

PRG ACQUISITION, INC.,
a Georgia corporation

By:     /s/ Donald E. Ellis, Jr.
   -------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance

GUARANTORS:                  THE PROFIT RECOVERY GROUP U.K., INC.,
                             THE PROFIT RECOVERY GROUP ASIA, INC.,
                             THE PROFIT RECOVERY GROUP CANADA, INC.,
                             THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.,
                             THE PROFIT RECOVERY GROUP NETHERLANDS, INC.,
                             THE PROFIT RECOVERY GROUP BELGIUM, INC.,
                             THE PROFIT RECOVERY GROUP MEXICO, INC.,
                             THE PROFIT RECOVERY GROUP FRANCE, INC.,
                             THE PROFIT RECOVERY GROUP AUSTRALIA, INC.,
                             THE PROFIT RECOVERY GROUP GERMANY, INC.,
                             PRG INTERNATIONAL, INC.,
                             THE PROFIT RECOVERY GROUP SWITZERLAND, INC.,
                             THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.,
                             THE PROFIT RECOVERY GROUP SPAIN, INC.,
                             THE PROFIT RECOVERY GROUP ITALY, INC.,
                             THE PROFIT RECOVERY GROUP GREECE, INC.,
                             THE PROFIT RECOVERY GROUP PORTUGAL, INC.,
                             PAYMENT TECHNOLOGIES, INC.,
                             THE PROFIT RECOVERY GROUP COSTA RICA, INC.,
                             each a Georgia corporation


                             By:     /s/ Donald E. Ellis, Jr.
                                -------------------------------------------
                             Name:   Donald E. Ellis, Jr.
                             Title:  Executive Vice President - Finance,
                                     Chief Financial Officer and Treasurer

PRG HOLDING CO. (FRANCE) NO. 1 LLC,
PRG HOLDING CO. (FRANCE) NO. 2 LLC,
each a Delaware limited liability company

By:     /s/ Donald E. Ellis, Jr.
   -------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance,
        Chief Financial Officer and Treasurer

PRG USA, INC.,
PRG, INC.,
each a Georgia corporation

By:     /s/ Donald E. Ellis, Jr.
   -------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance,
        Chief Financial Officer and Treasurer

Accepted and Agreed to as of the date first above written:

BANK OF AMERICA, N.A.,
in its capacity as the Administrative Agent

By:    /s/ Nancy S. Goldman
   ------------------------------------
Name:  Nancy S. Goldman
     ----------------------------------
Title: Senior Vice President
     ----------------------------------

Schedule 2(a)

to

Pledge Agreement

dated as of December 31, 2001

in favor of Bank of America, N.A.

as Administrative Agent

PLEDGED STOCK

                                           Number of           Certificate            Percentage
Name of Subsidiary                          Shares               Number                Ownership
------------------                          ------               ------                ---------

Payment Technologies, Inc.                    100                   1                     100

The Profit Recovery Group                     500                  11                     100
Asia, Inc.

The Profit Recovery Group                     100                   1                     100
Australia, Inc.

The Profit Recovery Group                     100                   2                     100
Belgium, Inc.

The Profit Recovery Group                     500                  11                     100
Canada, Inc.

The Profit Recovery Group                     100                   2                     100
Costa Rica, Inc.

The Profit Recovery Group                     500                  11                     100
France, Inc.

The Profit Recovery Group                     100                   1                     100
Germany, Inc.

The Profit Recovery Group                     100                   2                     100
Greece, Inc.

The Profit Recovery Group                     100                   1                     100
Italy, Inc.

The Profit Recovery Group                   1,000                  16                     100
Mexico, Inc.

The Profit Recovery Group                     100                   1                     100
Netherlands, Inc.

The Profit Recovery Group                     100                   1                     100
New Zealand, Inc.

The Profit Recovery Group                     100                   2                     100
Porhigal, Inc.

                                         Number of          Certificate             Percentage
Name of Subsidiary                        Shares               Number                Ownership
------------------                        ------               ------                ---------

The Proft Recovery Group                      100                  1                    100
South Africa, Inc.

The Profit Recovery Group                     100                  2                    100
Spain, Inc.

The Profit Recovery Group                     100                  1                    100
Switzerland, Inc.

The Profit Recovery Group                     500                 15                    100
UK, Inc.

The Proft Recovery Group                5,740,000                B40                    100
USA, Inc.

PRG International, Inc.                       100                  1                    100

PRG USA, Inc.                                 100                  1                    100

PRG, Inc.                                     100                  1                    100

                                           Number of           Certificate            Percentage
Name of Subsidiary                          Shares               Number                Ownership
------------------                          ------               ------                ---------
PRGRS, Inc.                                  1,000                  1                     100

                                           Number of           Certificate            Percentage
Name of Subsidiary                          Shares               Number                Ownership
------------------                          ------               ------                ---------
PRGLS, Inc.                                  1,000                  1                     100

                                           Number of           Certificate            Percentage
Name of Subsidiary                          Shares               Number                Ownership
------------------                          ------               ------                ---------

PRGFS, Inc.                                  1,000                  1                     100

Exhibit 4(a)

to

Pledge Agreement

dated as of December 31, 2001

in favor of Bank of America, N.A.

as Administrative Agent

Irrevocable Stock Power

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

EXHIBIT 10.42

FIRST AMENDMENT TO
CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of February 7, 2002, is by and among PRG-Schultz USA, Inc. (formerly The Profit Recovery Group USA, Inc.), a Georgia corporation (the "Borrower"), PRG-Schultz International, Inc. (formerly The Profit Recovery Group International, Inc.), a Georgia corporation (the "Parent"), each of the Domestic Subsidiaries of the Parent (together with the Parent, the "Guarantors"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of December 31, 2001 (as amended or modified from time to time, the "Credit Agreement");

WHEREAS, the Lenders have requested and the Borrower has agreed to amend certain terms of the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the parties hereby agree as follows:

1. Amendment. The definition of "Required Lenders" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"Required Lenders" means:

(i) until such time as there are four or more Lenders hereunder, Lenders holding in the aggregate more than eighty percent (80%) of (A) the Revolving Commitments (and Participation Interests therein) or (B) if the Commitments have been terminated, the outstanding Loans and Participation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit); and

(ii) at such time as there are four or more Lenders hereunder and thereafter, Lenders holding in the aggregate at least sixty-six and two-thirds percent (66-2/3%) of (A) the Revolving Commitments (and Participation Interests therein) or (B) if the Commitments have been terminated, the outstanding Loans and Participation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit);

provided in each case that the Revolving Commitment, outstanding Loans and Participation Interests of any Lender not then in compliance with its obligations hereunder (as determined by the Administrative Agent) shall be excluded from the determination of Required Lenders.

2. Conditions Precedent. This Amendment shall become effective immediately upon the receipt by the Administrative Agent of counterparts of this Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders.

3. Miscellaneous.

(a) The term "Credit Agreement" as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as herein specifically agreed, the Credit Agreement, and the obligations of the Credit Parties thereunder and under the other Credit Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b) The Credit Parties acknowledge and confirm (i) that the Administrative Agent, on behalf of the Lenders, has a valid and enforceable first priority security interest in the Collateral, (ii) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (iii) that the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Credit Documents, and (iv) by entering into this Amendment, the Lenders do not waive or release any term or condition of the Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder.

(c) The Credit Parties represent and warrant to the Lenders that (i) the representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement are true and correct as of the date hereof and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(d) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

(e) This Amendment shall be governed by and construed in accordance with, the laws of the State of Georgia.

(f) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(g) The Borrower and the Guarantors, as applicable, affirm the liens and security interests created and granted in the Collateral Documents and agree that this Amendment shall in no manner adversely affect or impair such liens and security interests.

(h) Each Credit Party hereby represents and warrants as follows:

(i) Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii) This Amendment has been duly executed and delivered by the Credit Parties and constitutes each of the Credit Parties' legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Credit Party of this Amendment.

(i) The Guarantors (i) acknowledge and consent to all of the terms and conditions of this Amendment, (ii) affirm all of their obligations under the Credit Documents and (iii) agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Agreement or the other Credit Documents.

(j) This Amendment together with the other Credit Documents represent the entire agreement of the parties and supersedes all prior agreements and understandings, oral or written if any, relating to the Credit Documents or the transactions contemplated herein and therein.

[remainder of page intentionally left blank]

Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:                  PRG-SCHULTZ USA, INC. (formerly The Profit Recovery
                           Group USA, Inc.), a Georgia corporation

                           By: /s/ Donald E. Ellis, Jr.
                              -------------------------------------------------
                           Name:   Donald E. Ellis, Jr.
                           Title:  Executive Vice President - Finance,
                                   Chief Financial Officer and Treasurer


GUARANTORS:                PRG-SCHULTZ INTERNATIONAL, INC. (formerly The Profit
                           Recovery Group International, Inc.), a Georgia
                           corporation

                           By: /s/ Donald E. Ellis, Jr.
                              -------------------------------------------------
                           Name:   Donald E. Ellis, Jr.
                           Title:  Executive Vice President - Finance,
                                   Chief Financial Officer and Treasurer

PRGFS, INC.,
PRGLS, INC.,
PRGRS, INC.,
each a Delaware corporation

By: /s/ Donald E. Ellis, Jr.
   -------------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance

PRG HOLDING CO. (FRANCE) NO. 1 LLC,
PRG HOLDING CO. (FRANCE) NO. 2 LLC,
each a Delaware limited liability company

By: /s/ Donald E. Ellis, Jr.
   -------------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance,
        Chief Financial Officer and Treasurer

GUARANTORS:                THE PROFIT RECOVERY GROUP U.K., INC.,
                           THE PROFIT RECOVERY GROUP ASIA, INC.,
                           THE PROFIT RECOVERY GROUP CANADA, INC.,
                           THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.,
                           THE PROFIT RECOVERY GROUP NETHERLANDS, INC.,
                           THE PROFIT RECOVERY GROUP BELGIUM, INC.,
                           THE PROFIT RECOVERY GROUP MEXICO, INC.,
                           THE PROFIT RECOVERY GROUP FRANCE, INC.,
                           THE PROFIT RECOVERY GROUP AUSTRALIA, INC.,
                           THE PROFIT RECOVERY GROUP GERMANY, INC.,
                           PRG INTERNATIONAL, INC.,
                           THE PROFIT RECOVERY GROUP SWITZERLAND, INC.,
                           THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.,
                           THE PROFIT RECOVERY GROUP SPAIN, INC.,
                           THE PROFIT RECOVERY GROUP ITALY, INC.,
                           THE PROFIT RECOVERY GROUP GREECE, INC.,
                           THE PROFIT RECOVERY GROUP PORTUGAL, INC.,
                           PAYMENT TECHNOLOGIES, INC.,
                           THE PROFIT RECOVERY GROUP COSTA RICA, INC.,
                           PRG, INC.,
                           PRG USA, INC.,
                           each a Georgia corporation

                           By: /s/ Donald E. Ellis, Jr.
                              -------------------------------------------------
                           Name:   Donald E. Ellis, Jr.
                           Title:  Executive Vice President - Finance,
                                   Chief Financial Officer and Treasurer

ADMINISTRATIVE AGENT:      BANK OF AMERICA, N.A.

                           By: /s/ Nancy S. Goldman
                              -------------------------------------------------
                           Name:  Nancy S. Goldman
                           Title: Senior Vice President


LENDERS:                   BANK OF AMERICA, N.A.

                           By: /s/ Nancy S. Goldman
                              -------------------------------------------------
                           Name:  Nancy S. Goldman
                           Title: Senior Vice President

EXHIBIT 10.43

GALLERIA
ATLANTA
OFFICE LEASE AGREEMENT

PRG-SCHULTZ INTERNATIONAL, INC.

TABLE OF CONTENTS

                                                                          Page

PARAGRAPH   1    TERM AND POSSESSION                                        1
            2    MONTHLY RENTAL                                             2
            3    SECURITY DEPOSIT                                           7
            4    OCCUPANCY AND USE                                          7
            5    COMPLIANCE WITH LAWS                                       7
            6    ALTERATIONS                                                8
            7    REPAIR                                                     8
            8    LIENS                                                      9
            9    ASSIGNMENT AND SUBLETTING                                  9
            10   INSURANCE AND INDEMNIFICATION                              10
            11   WAIVER OF SUBROGATION                                      11
            12   SERVICE AND UTILITIES                                      11
            13   ESTOPPEL CERTIFICATE                                       12
            14   HOLDING OVER                                               12
            15   SUBORDINATION                                              13
            16   RE-ENTRY BY LANDLORD                                       13
            17   INSOLVENCY OR BANKRUPTCY                                   13
            18   DEFAULT AND REMEDIES                                       14
            19   DAMAGE BY FIRE                                             16
            20   CONDEMNATION                                               17
            21   SALE BY LANDLORD                                           17
            22   RIGHT OF LANDLORD TO PERFORM                               17
            23   SURRENDER OF PREMISES                                      17
            24   WAIVER                                                     17
            25   NOTICES                                                    18
            26   CERTAIN RIGHTS RESERVED TO LANDLORD                        18
            27   ABANDONMENT                                                18
            28   SUCCESSORS AND ASSIGNS                                     19
            29   ATTORNEY'S FEES                                            19
            30   CORPORATE AUTHORITY                                        19
            31   MORTGAGE APPROVALS                                         19
            32   MISCELLANEOUS                                              19
            33   LANDLORD'S LIEN                                            20
            34   QUIET ENJOYMENT                                            20
            35   LANDLORD'S LIABILITY                                       20
            36   RIGHT TO RELOCATE                                          20
            37   NO ESTATE                                                  20
            38   LEASE EFFECTIVE DATE                                       20
            39   RULES AND REGULATIONS                                      20
            40   SPECIAL STIPULATIONS                                       21
            41   GUARANTY                                                   21
            42   CONDITION                                                  21
            43   BROKERAGE COMMISSIONS                                      21
            44   EXCULPATION                                                21

EXHIBIT     A    RULES AND REGULATIONS
            B    WORK LETTER AGREEMENT
            C    TENANT LEASE ESTOPPEL CERTIFICATE
            D    FLOOR PLAN OF DEMISED PREMISES
            E    SPECIAL STIPULATIONS
            F    GUARANTY
            G    INSURANCE

GALLERIA
ATLANTA

OFFICE LEASE AGREEMENT

THIS LEASE is made as of the day of February 18, 2002 between Galleria 600, LLC, a Georgia limited liability company (hereinafter called "Landlord") and PRG-Schultz International, Inc., a Georgia corporation (hereinafter called "Tenant").

PREMISES:         Atlanta Galleria-Office Tower No. 600
                  600 Galleria Parkway
                  Atlanta, Cobb County, Georgia
                  Square Feet: 107,016
                  Suite Numbers:  100, 200, 300, 400 and 500
                  Floors:      1st (8,565 square feet)
                               2nd (24,540 square feet)
                               3rd (24,637 square feet)
                               4th (24,637 square feet)
                               5th (24,637 square feet)

However, at any time after final plans are approved in accordance with the "Work Letter Agreement" attached hereto as Exhibit "D" and made a part hereof, but prior to the commencement of Landlord's work in the Premises pursuant to such plans, Tenant shall have the right, at its sole option exercised by written notice to Landlord, to (a) decrease the size of the Premises by up to ten percent (10%) of the total rentable square feet thereof, the precise location of such rentable square feet being subject to the reasonable approval of Landlord as to location and configuration of the reduction in the Premises, or (b) increase the size of the Premises by up to 49,274 rentable square feet (approximately forty-six percent (46%) of the total rentable square feet in the Premises), such additional rentable square feet to be on the sixth (6th) floor and, if applicable, seventh (7th) floor of the Building and to be subject to the reasonable approval of Landlord as to location and configuration if it is less than the entire sixth (6th) floor or, if applicable, seventh (7th) floor.

1. TERM AND POSSESSION.

(a) The term of the Lease shall be for one hundred forty four
(144) months (or until sooner terminated as herein provided) (the "Lease Term"), beginning on (i) January 1, 2003 or (ii) the "Commencement Date" (as hereinafter defined), whichever shall first occur, except that if the Commencement Date is other than the first day of a calendar month, the term hereof shall be extended for the remainder of that calendar month.

(b) The Commencement Date shall be the earlier of (i) the date upon which the Premises have been substantially completed in accordance with the plans and specifications of Landlord (other than any work which cannot be completed on such date provided such incompletion will not substantially interfere with Tenant's use of the Premises or any material portion or part thereof), or (ii) the date on which Tenant takes possession of a portion of or all of the Premises for business purposes; provided, however, that if Landlord shall be delayed in such substantial completion solely as a result of any of the foregoing (each a "Tenant Delay"): (1) Tenant's failure to agree to plans, specifications, or cost estimates, or to otherwise fail to take the required actions, before the dates referred to in the Work Letter Agreement (including any schedules thereto) attached hereto as Exhibit "B" and made a part hereof;
(2) Tenant's request for materials, finishes or installations other than Landlord's standard, which materials, finishes or installations have or are likely to have long lead times or other characteristics that are likely to cause delay, and as to which Landlord notifies Tenant of the estimated period of delay during the approval of such requests; (3) Tenant's changes in plans, provided that such changes actually cause a delay and Landlord notifies Tenant of the estimated period prior to approval of such changes; or (4) the performance or completion by a party employed by Tenant, the Commencement Date and the payment of rent hereunder shall be accelerated by the number of days of such delay. Notwithstanding the foregoing, if Tenant first takes possession of all or any portion of the Premises for business purposes on or after October 1, 2002, then Tenant shall not be required to pay monthly installments of rent under Paragraph 2(a) of this Lease or Direct Operating Expenses under Paragraph 2(c) of this Lease for any period prior to January 1, 2003.

(c) Landlord agrees to perform the "Building Standard Work" and "Building Nonstandard Work" in the Premises as provided in the Work Letter Agreement with diligence, subject to events and delays due to causes beyond its reasonable control. The Premises shall be deemed substantially completed and possession delivered when Landlord has substantially completed the work to be constructed or installed pursuant to the provisions of the Work Letter Agreement, subject only to the completion of items on Landlord's punch list (and exclusive of the installation of all telephone and other communications facilities and equipment and other finish work to be performed by or for

Tenant). Such punch list shall be prepared based upon a joint walk-through inspection of the Premises by Landlord and Tenant performed not earlier than ten (10) business days and not later than two (2) business days prior to the target date for substantial completion of the Premises. Such punch list items shall be completed by Landlord within sixty (60) days after the Commencement Date.

(d) The taking of possession for business purposes by Tenant shall be deemed conclusively to establish that the Building, other improvements, and the Premises have been completed in accordance with the plans and specifications and are in good and satisfactory condition as of when possession was so taken, except for punch-list work, and except for latent defects, all of which shall be promptly corrected, repaired or completed by Landlord at its sole cost and expense with reasonable diligence following notice thereof from Tenant.

(e) Notwithstanding the foregoing provisions to the contrary, if the Commencement Date does not occur prior to January 1, 2003 as a result of any Landlord Delay (as hereinafter defined), then the Lease Term and Tenant's obligation to pay rent hereunder shall not occur until the occurrence of the Commencement Date. For purposes of this Lease, "Landlord Delay" shall mean any of the following: (i) Landlord's failure to perform its obligations under Paragraph 1 of this Lease, the Work Letter Agreement, or any other provisions hereof relating to Landlord's duty to construct the initial improvements to the Premises; or (ii) Landlord's failure to take any other action required to be taken by Landlord under any other provision of this Lease or the Work Letter Agreement within the period specified therefor; provided, however, that any such failure is not a result of Tenant Delay or an event of default by Tenant under this Lease.

2. MONTHLY RENTAL.

(a) Tenant shall pay to Landlord throughout the term of this Lease annual rental in the amounts set below, payable in equal monthly rental installments, and payable in advance on the first day of each month during every year of the term hereby demised in lawful money of the United States, without deduction or offset whatsoever, to Landlord or to such other firm as Landlord may from time to time designate in writing. The annual and monthly rental shall be as follows, based upon the Premises in fact containing 107,016 square feet of area (and subject to adjustment to reflect the actual number of square feet of area leased if the Premises do not contain 107,016 square feet due to Tenant's election to decrease or increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease):

                                                                  Monthly
                    Rate per Rentable         Annual            Installment
Lease Year             Square Foot            Rental              of Rent
----------          -----------------      -------------        ------------

One                     $10.00             $1,070,160.00          $89,180.00
Two                     $12.00             $1,284,192.00         $107,016.00
Three                   $26.50             $2,835,924.00         $236,327.00
Four                    $27.16             $2,906,554.56         $242,212.88
Five                    $27.85             $2,980,395.60         $248,366.30
Six                     $28.55             $3,055,306.80         $254,608.90
Seven                   $29.26             $3,131,288.16         $260,940.68
Eight                   $29.99             $3,209,409.84         $267,450.82
Nine                    $30.74             $3,289,671.84         $274,139.32
Ten                     $31.51             $3,372,074.16         $281,006.18
Eleven                  $32.30             $3,456,616.80         $288,051.40
Twelve                  $33.11             $3,543,299.76         $295,274.98

Until notified otherwise, Tenant shall submit all payments using the following Electronic Fund Transfer (wire transfer) method:

ACCOUNT NAME:             GALLERIA 600, LLC
BANK NAME:                FIRST UNION NATIONAL BANK, ATLANTA, GEORGIA
ROUTING & TRANSIT:        061000227
ACCOUNT NUMBER:           2000010375480

Tenant must notify Landlord of wire using one of the following methods:

Fax: Childress Klein Properties, Attn: Vicki Smith, (770) 859-1299 or E-mail: Vicki_Smith@childressklein.com

Wiring instructions are subject to change upon not less than ten (10) days' prior notification from Landlord.

Said rental is subject to adjustments as provided hereinbelow. If this Lease commences on a day other than the first day of a calendar month, the monthly rental for the fractional month shall be appropriately prorated.

(b) Tenant recognizes that late payment of any rent or other sum due hereunder from Tenant to Landlord will result in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other payment due hereunder from Tenant to Landlord remains unpaid five (5) days after notice thereof from Landlord to Tenant

(provided, however, Landlord shall not be required to give such notice to Tenant more than two (2) times in any consecutive twelve (12) month period, and after Landlord shall have given two (2) such notices in any consecutive twelve
(12)-month period, Tenant shall not be entitled to any notice with respect to any subsequent failure to pay rent when due during the remainder of such consecutive twelve (12) month period, and the late charge set forth herein shall be due and owing by Tenant if any payment is not made by Tenant during the remainder of such consecutive twelve (12) month period within five (5) days after said amount is due), the amount of such unpaid rent or other payment shall be increased by a late charge to be paid to Landlord by Tenant in an amount equal to five percent (5%) of the amount of the delinquent rent or other payment. The amount of the late charge to be paid to Landlord by Tenant for any month shall be computed on the aggregate amount of delinquent rents and other payments, including all accrued late charges then outstanding, and shall be deemed to be rental for all purposes hereunder. Tenant agrees that such amount is a reasonable estimate of the loss and expense to be suffered by Landlord as a result of such late payment by Tenant and may be charged by Landlord to defray such loss and expense. The provisions of this paragraph in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due, nor do the terms of this paragraph in any way affect Landlord's remedies pursuant to Paragraph 18 of this Lease in the event said rent or other payment is unpaid after the date due.

(c) The monthly rental payable hereunder shall be subject to adjustment each calendar year during the term of this Lease, commencing January 1, 2004, in the following manner:

(i) Tenant shall pay to Landlord as additional rent Tenant's proportionate share of the amount by which the Direct Operating Expenses (as hereinafter defined) incurred by Landlord in the operation of the Building during each calendar year of the Lease Term exceeds the Direct Operating Expenses for the base year 2003 (hereinafter called the "Base Year"). Tenant's Proportionate Share of Direct Operating Expenses (as hereinafter defined) shall be prorated on a daily basis using a 365-day calendar year, as necessary for any year during which this Lease is in effect for less than the full twelve month calendar year. Direct Operating Expenses shall be calculated on an accrual basis. For the purpose of estimating the Direct Operating Expenses during each subsequent year after the Base Year, Landlord shall reasonably estimate such expenses (assuming ninety-five percent (95%) occupancy of the Building if the actual occupancy is less than ninety-five percent) based on the actual Direct Operating Expenses for the preceding year, any then-known cost changes or additional expenses which can be reasonably anticipated to occur within the year for which such expenses are estimated, Landlord's experience with similar office buildings, the costs of contracts already entered, quotes obtained, representations of providers of the services and equipment, consultation with specialists such as insurers, and other factors a prudent landlord would use to make a fair and accurate estimate of operating costs. Notwithstanding anything contained in this Lease to the contrary, for purposes of determining Direct Operating Expenses for the Base Year and each calendar year subsequent to the Base Year, in the event actual occupancy of the Building is less than ninety-five percent (95%) during any calendar year, the actual Direct Operating Expenses for such calendar year shall be increased to the amount which Landlord reasonably estimates would have been incurred for such calendar year had the occupancy of the Building been ninety-five percent (95%) throughout such year, and the amount so estimated shall be deemed to be the Direct Operating Expenses for such calendar year.

(ii) "Tenant's Proportionate Share of Direct Operating Expenses" shall mean, for each calendar year (or portion thereof), the product of (i) the Operating Expense Amount (defined below) multiplied by (ii) a fraction, the numerator of which is the number of square feet contained in the Premises (107,016) and the denominator of which is the number of rentable square feet contained in the Building (430,017). As used herein, the "Operating Expense Amount" shall mean, for each calendar year (or portion thereof), the amount by which the Direct Operating Expenses (defined below) exceeds the Base Year's Direct Operating Expenses. Notwithstanding any provisions herein to the contrary, for purposes of calculating Tenant's Proportionate Share of Direct Operating Expenses for any given calendar year, the Controllable Expenses (as hereinafter defined) for such calendar year shall not exceed by more than five percent (5%) on an annual, cumulative basis (i.e., the 5% annual limit shall be applied cumulatively from the initial calendar year of the Lease Term) the amount of Controllable Expenses in the immediately preceding calendar year (on an annualized basis). For example, the total permitted increase in Controllable Expenses for the first three calendar years is fifteen percent (15%) on a cumulative basis, and increases of 2% for the first calendar year, 6% for the second calendar year, and 7% for the third calendar year would not exceed the applicable limits for such calendar years. Controllable Expenses shall be deemed to mean all operating expenses set forth in Section 2(c)(iii) of this Lease, except Impositions, utilities expenses and insurance expenses.

(iii) For purposes of this Lease, the term "Direct Operating Expenses" shall consist of all "operating costs" (as hereinafter defined) for the Building, and the Building's share of all operating costs for any parking area and common area serving the Building, and the Property (the Building, such parking area, common area and the Property being hereinafter referred to collectively as the "Project"). For purposes of this Lease, the term "operating costs" shall mean all reasonable expenses, costs and disbursements computed on the accrual basis, relating to or incurred or paid in connection with the operation, maintenance and repair of the Project, including, but not limited to the following:

a. Building personnel costs, including, but not limited to, salaries, wages, fringe benefits, social security taxes and other direct and indirect costs of Senior Property Manager, Engineering Manager, Building Managers, Accounting Manager, Construction Manager, Promotions Manager, Security Manager, and each department's supporting personnel and administrative assistants, engineers, construction department, superintendents, watchmen, porters and any other personnel engaged in the operation and maintenance of the Project and associated

overhead; provided, however, that such personnel costs shall be allocated among buildings in the Galleria complex, including, without limitation, the Building, to the extent that any such personnel are engaged in the operation, maintenance or repair of buildings in addition to the Building and/or other portions of the Project.

b. The cost of all supplies, tools, equipment and materials used in the operation and maintenance of the Project.

c. The cost of water, sewer, gas, heating, lighting, ventilation, electricity, air conditioning, and any other utilities supplied or paid for by Landlord for the Project and the costs of maintaining the systems supplying the same, including, but not limited to, any utility and service costs incurred by Landlord, but excluding any costs or expenses for any such utilities provided to and payable by tenants or lessees in the Building and/or Project (other than as payment of Direct Operating Expenses).

d. The cost of all agreements for maintenance and service of the Project and the equipment therein, including, but not limited to, agreements relating to security service, window cleaning, elevator maintenance, chiller maintenance, Building management, janitorial service, pest control and landscaping maintenance.

e. The cost of maintaining sprinkler systems, fire extinguishers and fire hoses, emergency systems and equipment that may be now or hereafter required by the Americans With Disabilities Act, and the cost of all security services and protective services or devices rendered to or in connection with the Project or any part thereof; any costs incurred in order to comply with any law, statute, ordinance, or governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated; and the costs incurred in order to comply with requirements of any insurer or mortgagee, where such requirements concern safety or structural features of the Building and are commercially reasonable in light of requirements generally imposed in the insurance or real estate lending industries with respect to similar buildings; provided, however, that with respect to any of the foregoing costs identified in this subparagraph
e., the cost of any such new or additional systems, equipment, devices and/or safety or structural features shall be capitalized to the extent required by and in accordance with the standard accounting principles used by Landlord in the operation of the Building and amortized over the useful life of the asset in question, so that only the portion thereof attributable to the current calendar year may be included in operating costs for such calendar year.

f. Insurance premiums for insurance for the Project required to be maintained by Landlord hereunder or which a prudent owner would carry, including, but not limited to, premiums for property insurance (customary for similar Class "A" office buildings in the Northwest Atlanta office submarket) maintained by Landlord, business interruption or rental abatement insurance, garage keeper's insurance, and commercial general liability insurance.

g. The cost of repairs and general maintenance of the Project (excluding repairs, alterations and general maintenance paid by proceeds of insurance or attributable solely to tenants of the Project other than Tenant, but including deductibles paid by Landlord, subject to amortization as required hereunder based on the nature of the damage in question and the repairs or replacements required after a casualty to cause the asset in question to be functional or operable), including, but not limited to: any management fees charged by Landlord; promotional or seasonal expenses; maintenance and cleaning of common areas and facilities; lawn mowing, gardening, landscaping, and irrigation of landscaped areas; line painting, pavement repair and maintenance, sweeping, and sanitary control; removal of snow, trash, rubbish, garbage, and other refuse; the cost of personnel to implement such services, to direct parking, and to patrol the common areas; the cost of exterior and interior painting of common areas; all maintenance and repair costs; and the cost of maintenance of sewers and utility lines.

h. The amortization amount (including interest at a market rate) necessary to amortize the cost of capitalized alterations or improvements, including, but not limited to, the replacement of existing furniture, fixtures, equipment or systems that have become obsolete or do not function efficiently and effectively or as they were originally intended for a first class office building. The amortization period selected by the Landlord shall reflect the useful life of the alteration or improvement.

i. All taxes, assessments, and governmental or other charges, general or special, ordinary or extraordinary, foreseen or unforeseen (including, but not limited to, Community Improvement District assessments), which are levied, assessed, or otherwise imposed against the Project, street lights, personal property or rents, or on the right or privilege of leasing the Project, collecting rents therefrom or parking vehicles thereon, by any federal, state, county, or municipal government or by any special sanitation district or by any other governmental or quasi-governmental entity that has taxing or assessment authority, and any other taxes and assessments, together with any interest and penalties thereon, attributable to the Project or its operation (herein collectively called the "Impositions"), but exclusive of federal, state and local income taxes of Landlord, inheritance taxes, estate taxes, gift taxes, transfer taxes, intangibles mortgage taxes, excess profit taxes and any taxes imposed in lieu of such taxes. If at any time during the Lease

Term, the present method of taxation or assessment shall be so changed that the whole or any part of the Impositions now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu of and in addition thereof, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Project or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within the Impositions and the operating costs. Tenant will be responsible for ad valorem taxes on its personal property and, provided that all other tenants or lessees of the Building are treated similarly, on the value of the leasehold improvements in the Premises to the extent the same exceed building standard allowances (and if the taxing authorities do not separately assess Tenant's leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes allocated to the Project to give effect to this sentence).

j. All assessments (if any) assessed against the Project during the Lease Term pursuant to any protective covenants, easement agreements or common area maintenance agreements now or hereafter of record against the Project including, but not limited to, any common area maintenance charges assessed pursuant to that certain Common Area Maintenance Agreement dated July 2, 1985, as said Agreement has been and may be amended from time to time.

k. Fees of accountants, attorneys and other consultants, professionals or advisors incurred by Landlord with respect to operational issues at the Project.

l. Any other costs or expenses incurred by Landlord in the operation of the Project that would be considered an expense of maintaining, operating or repairing the Project, all such costs and expenses being recorded on an accrual basis in accordance with accepted principles of sound management and accounting practices applicable to first class office building complexes and consistently applied.

Direct Operating Expenses shall not include the following items:

Leasing commissions, finders' fees, brokerage fees, and costs incurred with the negotiation of leases (but not management fees); Rent under any ground leases; Costs of furnishing services to other tenants or occupants to the extent that such services are materially and substantially in excess of services Landlord offers to all tenants at Landlord's expense; Lease takeover costs incurred by Landlord in connection with new leases at the Property; Costs and expenses of the sale of all or any portion of the Property; Costs incurred by Landlord with respect to repairs, goods and services (including utilities sold and supplied to tenants and occupants of the Property) to the extent that Landlord is entitled to reimbursement for such costs from the tenants; Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the Property; Interest, points and fees on debt or amortization or for any mortgage or mortgages encumbering the Property, or any part thereof, and all principal, escrow deposits and other sums paid on or in respect to any indebtedness (whether or not secured by a mortgage lien) and on any equity participations of any lender or landlord, and all costs incurred in connection with any financing, refinancing or syndication of the Property, or any part thereof; Costs of the original construction of the Property; Income, franchise, transfer, inheritance, capital stock, estate, profit, gift, gross receipts or succession taxes; Costs of repairs or replacements incurred by reason of fire or other casualty or condemnation in excess of the insurance deductible; Costs for performing tenant installations for any individual tenant or for performing work or furnishing services to or for individual tenant at such tenant's expense and any other contribution by Landlord to the cost of tenant improvements to the extent such work is reimbursed or capitalized.

The following items shall also be excluded from Direct Operating Expenses:

A. any cost or expense to the extent to which Landlord is paid or reimbursed or is entitled to payment or reimbursement from any person (other than as a payment for Direct Operating Expenses), including but not necessarily limited to, (1) work or service performed for any tenant (including without limitation Tenant) at such tenant's cost, (2) the cost of any item for which Landlord is paid or reimbursed by insurance proceeds (or is entitled to be paid or reimbursed by insurance proceeds), warranties, service contracts, condemnation proceeds (or is entitled to be paid or reimbursed from condemnation proceeds) or otherwise, (3) increased insurance or taxes assessed specifically to any tenant of the Building, (4) charges (including without limitation applicable taxes) for heat, air conditioning, electricity, water or other utilities for which Landlord is entitled to direct reimbursement from any tenant, and (5) the cost of items furnished to a tenant to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants of the Building (including without limitation Tenant);

B. the cost of installing, operating and maintaining any special facilities, such as an observatory, cafeteria, luncheon club, athletic club, locker room, showers or other similar facilities (provided that the net cost of operating and maintaining a conference facility in the Building shall be included in Direct Operating Expenses);

C. the cost of correcting initial defects in the design, construction or equipment of the Building, any leased premises (including without limitation the Premises) or Project;

D. salaries and bonuses of any employee of Landlord above the level of Senior Property Manager;

E. any severance pay paid to any company or business providing services, materials or supplies to the Building, the cost of which services, materials or supplies is a component of Direct Operating Expenses hereunder terminated by Landlord;

F. Direct Operating Expenses attributable to any work or services performed for any building other than the Building;

G. any fees, costs, and commissions incurred in procuring or attempting to procure other Tenants including, but not necessarily limited to brokerage commissions, finders fees, attorneys' fees and expenses, entertainment costs, travel expenses and advertising and production costs;

H. any cost included in Direct Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid to a third party on an arms length basis in the absence of such relationship;

I. any costs of painting or decorating of any interior parts of the Building other than the Building's common areas;

J. Landlord's general overhead except as it relates specifically to the actual management of the Building;

K. the cost of the initial landscaping of the Building, Property or Project;

L. attorneys' fees, costs and other expenditures incurred in connection with financing, refinancing or sale activities pertaining to the Building, Property or Project, or to the leasing of premises in the Building, leasing disputes with Tenants or occupants of the Building or with other third persons and/or claims by such Tenants or occupants or third parties;

M. the cost of leasing or acquiring sculptures, paintings and other objects of art;

N. the cost of curing any violation of any law, ordinance or regulation applicable to the Building and existing as of the commencement of the Lease Term, or of remediating any environmental condition existing as of the commencement of the Lease Term, including the removal of, or other steps taken with respect to, asbestos located in the Building, unless such condition was caused by Tenant or Tenant's agents, employees or contractors;

O. any property insurance deductible in excess of $25,000; and

P. any earthquake or terrorism insurance deductible.

(d) (i) In the event the Direct Operating Expenses for the Project (excluding Impositions, utilities expenses and insurance expenses) increase by more than three and five-tenths percent (3.5%) in any calendar year, Tenant shall be entitled to review such supporting documentation of the Direct Operating Expenses as Tenant shall reasonably request. Tenant may, at Tenant's sole cost and expense, audit Landlord's books and records pertaining to its Direct Operating Expenses in order to verify the accuracy of such expenses; provided, however, that:

Tenant notifies Landlord in writing, within sixty (60) days after receipt of Landlord's annual statement of Direct Operating Expenses, of its intent to audit such Direct Operating Expenses and completes the audit and provides Landlord with the audit results within 180 days of such notification; and

Such audit shall be conducted only during regular business hours at the office in metropolitan Atlanta, Georgia, where Landlord maintains the Direct Operating Expense records and only after Tenant gives Landlord at least thirty (30) days prior written notice; and

Such audit shall be conducted by an independent, nationally-recognized certified public accounting firm that is not being compensated by Tenant on a contingency fee basis, an authorized representative of Tenant with no less than five (5) years of experience in real estate auditing, or any other party reasonably acceptable to Landlord; and

Tenant shall reimburse Landlord for the cost of reproducing any records requested by Tenant or its auditors.

(ii) No such audit shall be conducted if Landlord or any other tenant has conducted a comprehensive audit by an independent, nationally recognized certified public accounting firm that is not being compensated by such tenant on a contingency fee basis for the time period Tenant intends to audit, and Landlord, at its sole option, furnishes to Tenant a copy of the results of such audit, which shall be the basis on which any reimbursements are made by Landlord. If, as a result of any audit by Landlord or any

tenant, Direct Operating Expenses are reduced, then Tenant's Percentage Share of Direct Operating Expenses for the year in question shall be reduced accordingly for the year in question.

(iii) No audit shall be conducted at any time when Tenant is in uncured default of any of the monetary terms of the Lease, and no subtenant shall have any right to conduct an audit. No assignee of Tenant shall be entitled to conduct any audit for any period during which such assignee was not in possession of the Premises.

(iv) In the event that Tenant shall request an audit of any such Direct Operating Expenses, then pending resolution of such audit, Tenant shall nevertheless continue to make payments as required by Landlord.

(v) If the amount of Direct Operating Expenses for the Project (excluding Impositions, utilities expenses and insurance expenses) set forth in Landlord's annual statement exceeds by more than eight percent (8%) of the amount of Direct Operating Expenses for the Project (excluding real estate taxes) as determined by such audit, then the reasonable cost of such audit shall be borne by Landlord, and Landlord shall reimburse Tenant for such cost.

(vi) Nothing contained in this Section shall imply any duty on the part of Landlord to pay any expense or provide any service not otherwise imposed by the express terms of this Lease.

(vii) On or about December 31 of each calendar year during the Lease Term, Landlord shall estimate the amount of Direct Operating Expenses and Tenant's Proportionate Share of Direct Operating Expenses for the ensuing calendar year or (if applicable) fractional part thereof and notify Tenant in writing of such estimate. Such estimate shall be made by Landlord in the exercise of its discretion, and shall not be subject to dispute by Tenant. The amount of additional rent specified in such notification shall be paid by Tenant to Landlord in equal monthly installments in advance on the first day of each month of such ensuing calendar year, at the same time and in the same manner as base rent.

(viii) Within One Hundred Eighty (180) days after December 31 of any calendar year during the Lease Term for which additional rent is due under this Section, Landlord shall advise Tenant in writing, of the amount of actual Direct Operating Expenses for such calendar year. If the Direct Operating Expenses for such calendar year prove to be greater than the amount previously estimated, Landlord shall invoice Tenant for the deficiency as soon as practicable after the amount of underpayment has been determined, and Tenant shall pay such deficiency to Landlord within thirty (30) days following its receipt of such invoice. If, however, Direct Operating Expenses for such calendar year are lower than the amount previously estimated, Tenant shall receive a credit (or in the event the term of this Lease has then expired, Tenant shall receive a cash refund) toward the next ensuing monthly payment or payments of the estimated amount of Tenant's Proportionate Share of Direct Operating Expenses in the amount of such overpayment until depleted, but in no event shall Tenant's Proportionate Share of Direct Operating Expenses be deemed to be less than zero.

3. SECURITY DEPOSIT.

Tenant hereby deposits with Landlord on the date hereof the sum of zero and 00/100 Dollars ($0.00), which sum shall be held by Landlord, without obligation for interest, as security for the full, timely and faithful performance of Tenant's covenants and obligations under this Lease. It is understood and agreed that such deposit is not an advance rental deposit or prepayment of the last month's rent due hereunder, and is not a measure of Landlord's damages in case of Tenant's default. Upon the occurrence of any default or event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use such funds to the extent necessary to make good any arrears of rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by any event of Tenant's default; and Tenant shall pay to Landlord on demand the amount so applied in order to restore the security deposit to its original amount. Although the security deposit shall be deemed the property of Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant or Tenant's last permitted assignee at such time after termination of this Lease when Landlord shall have determined that all Tenant's obligations under this Lease have been fulfilled. Landlord shall not be required to keep any security deposit separate from its general funds. Upon the occurrence of any events of default or default as described in this Lease, said security deposit shall become due and payable to Landlord. Subject to the other terms and conditions contained in this Lease, if the Building is conveyed by Landlord, said deposit may be turned over to Landlord's grantee, and if so, Tenant hereby releases Landlord from any and all liability with respect to said deposit and its application or return.

4. OCCUPANCY AND USE.

(a) Tenant shall use and occupy the Premises for general office purposes, and for other lawful purposes incidental and related thereto in connection with Tenant's business, and for no other use or purpose without the prior written consent of Landlord.

(b) Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them, nor use or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purposes or for any business, use or purpose deemed to be disreputable or inconsistent with the operation of a first class office building, nor shall Tenant cause or maintain or permit any nuisance in, on, or about the Premises. Tenant shall not commit or suffer the

commission of any waste in, on, or about the Premises. Landlord shall comply with Landlord's maintenance and repair obligations set forth in Paragraph 12(a) of this Lease

5. COMPLIANCE WITH LAWS.

(a) Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything therein which will in any way increase the rate of any insurance upon the Building in which the Premises are situated or any of its contents or cause a cancellation of said insurance or otherwise affect said insurance in any manner, and Tenant shall at its sole cost and expense promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use, or occupancy of the Premises. Notwithstanding anything contained in this paragraph to the contrary, the parties hereby acknowledge and confirm that Landlord, and not Tenant, shall be responsible for ensuring that the common areas of the Building, Property and Project comply with applicable laws, and, as between Landlord and Tenant, Landlord shall be responsible for any liability resulting from such non-compliance (and the costs relating to such liability shall not be passed through to Tenant as Direct Operating Expenses).

(b) Tenant shall not use, handle, store, deal in, discharge, or fabricate any Hazardous Materials (as herein defined) on or about the Premises. Tenant shall indemnify Landlord (and anybody claiming by, through, or under Landlord) from and against any and all claims, damages, losses, costs, and expenses (including reasonable actual attorneys' fees and court costs) incurred by Landlord or anybody claiming by, through, or under Landlord as a result of the existence of any Hazardous Materials on or about the Premises or any environmental problems relating to the Premises which are caused by or related to the delivery, deposit or creation of Hazardous Materials on or about the Premises during the term of this Lease. As used herein, "Hazardous Materials" means any petroleum or chemical liquids or solids, liquid or gaseous products, contaminants, oils, radioactive materials, asbestos, PCB's, urea-formaldehyde, or any toxic or hazardous waste or hazardous substances, as those terms are used in (A) the Resources Conservation Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. ss.ss. 6901 et seq.; (B) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. ss.ss. 9601 et seq.; (C) the Clean Water Act, 33 U.S.C. ss.ss. 1251 et seq.; (D) the Toxic Substances and Control Act, 15 U.S.C. ss.ss. 2601 et seq.; (E) the Clean Air Act, 42 U.S.C. ss.ss. 7401 et seq.; (F) any and all applicable environmental laws and regulations of the State of Georgia; and (G) any and all other applicable federal, state or local law or regulation governing hazardous substances or workplace health or safety, as such laws may be amended from time to time. Notwithstanding anything contained in this paragraph to the contrary, the parties hereby acknowledge and confirm that Landlord, and not Tenant, shall be responsible for insuring that the common areas of the Building, property and Project comply with applicable environmental laws, and, as between Landlord and Tenant, Landlord shall be responsible for any liability resulting from such non-compliance (and the costs relating to such liability shall not be passed through to Tenant as Direct Operating Expenses).

6. ALTERATIONS.

Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on, or to the Premises or any part thereof without the prior written consent of Landlord, and no such alterations, additions or improvements shall be made without the supervision of Landlord's designated agent or representative. Landlord's consent shall not be unreasonably withheld, conditioned or delayed, and shall not be necessary or required with any alterations or additions that satisfy the following criteria ("Cosmetic Alterations"): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures, installing carpeting, and installing or rearranging cubicle systems or furniture; (2) is not visible from the exterior of the Premises or Building; (3) will not adversely affect the systems or structure of the Building; and (4) does not require work to be performed inside the demising walls of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all other applicable provisions of this Paragraph 6, and Tenant shall give Landlord written notice of any Cosmetic Alterations at least ten (10) days prior to commencement of such Cosmetic Alterations. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with all applicable laws, ordinances, and regulations and all requirements of Landlord's and Tenant's insurance policies. All work shall be performed in accordance with plans and specifications approved by Landlord, and each contractor and subcontractor must first be approved in writing by Landlord, or, at Landlord's option, the alteration, addition or improvement (other than Cosmetic Alterations) shall be made by Landlord for Tenant's account, and Tenant shall reimburse Landlord for the cost thereof upon demand. Tenant agrees that Landlord shall have the right to charge a reasonable fee for any and all construction supervision provided by Landlord's designated agents or representatives in connection with any alterations, additions, or improvements (other than Cosmetic Alterations) to the Premises by Tenant. Such fee, at Landlord's option, shall be either a fixed fee or a fee calculated on an hourly basis, considering the time expended by Landlord's agents or representatives in supervising Tenant's construction.

7. REPAIR.

By taking possession of the Premises, Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver them and otherwise in good order, condition and repair, subject, however, to the requirements and limitations of Paragraph 1 above and Exhibit "D" hereto. Tenant shall, at all times during the term hereof at Tenant's sole cost and expense, keep the Premises and every part thereof in good order, condition and

repair, excepting ordinary wear and tear, damage thereto by fire, earthquake, act of God or the elements, condemnation, or the acts or omissions of Landlord, its agents, employees or contractors. Tenant shall upon the expiration or sooner termination of the term hereof, unless Landlord demands otherwise as in Paragraph 23 hereof provided, surrender to Landlord the Premises and all repairs, changes, alterations, additions and improvements thereto in the same condition as when received, or when first installed, ordinary wear and tear, damage by fire, earthquake, act of God, or the elements, condemnation, or the acts or omissions of Landlord, its agents, employees or contractors excepted. It is hereby understood and agreed that Landlord has no obligation to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof except as specified in the Work Letter Agreement, and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this Lease, including, without limitation, the exhibits hereto.

8. LIENS.

Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred by Tenant. In the event that Tenant shall not, within ten (10) business days following Tenant obtaining knowledge of the recordation of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be considered additional rent and shall be payable to Landlord by Tenant on demand and with interest at the rate of four percentage points higher than the prime commercial lending rate from time to time of SunTrust Bank in Atlanta, Georgia, provided, however, that if such rate exceeds the maximum rate permitted by law, the maximum lawful rate shall apply; the interest rate so determined is hereinafter called the "Agreed Interest Rate". Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord, the Premises, the Building, and any other party having an interest therein, from mechanics' and materialmen's liens, and Tenant shall give to Landlord at least five (5) business days prior notice of commencement of any construction on the Premises.

9. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not sell, assign, encumber or otherwise transfer by operation of law or otherwise this Lease or any interest herein, sublet the Premises or any portion thereof, or suffer any other person to occupy or use the Premises or any portion thereof, without the prior written consent of Landlord as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall Tenant permit any lien to be placed on the Tenant's interest by operation of law. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to sublet the Premises or any portion thereof for any part of the term hereof; and supply Landlord with such information, financial statements, verifications and related materials as Landlord may reasonably request or desire to evaluate the written request to sublet; and in such event (but only if the request is for approval to assign this Lease or to sublease the entire Premises other than in connection with an "Affiliate Transfer" as defined below) Landlord shall have the right, to be exercised by giving written notice to Tenant within ten (10) days after receipt of Tenant's notice and all said information, financial statements, verifications and related materials requested by Landlord, to terminate this Lease and such notice shall, if given, terminate this Lease of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If Landlord shall give said termination notice, this Lease shall terminate on the date stated in Tenant's notice. If Landlord, upon receiving said notice by Tenant with respect to the Premises, shall not exercise its right to terminate, or if Landlord does not have such right, Landlord may withhold or grant its consent to Tenant's subletting the Premises specified in said notice, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall, at Tenant's own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Lease is terminated pursuant hereto and rented by Landlord to the proposed subtenant or any other tenant. Tenant agrees to pay to Landlord, promptly after request therefor, (i) the amount of all reasonable attorneys' fees and expenses actually incurred by Landlord in connection with any assignment or subletting issues or review of documentation relating thereto, and (ii) $1,000.00 as an administrative fee for Landlord's time and effort in connection with any assignment or subletting issues.

(b) Any subletting or assignment hereunder by Tenant shall not result in Tenant being released or discharged from any liability under this Lease unless (and then only to the extent) Landlord elects to terminate this Lease as provided in Paragraph 9(a) above. As a condition to Landlord's prior written consent as provided for in this paragraph, the assignee or subtenant shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord promptly after execution, an executed copy of each sublease or assignment and an agreement of said compliance by each sublessee or assignee. Notwithstanding any provision to the contrary contained herein, any subletting or assignment by Tenant hereunder (other than an Affiliate Transfer, as hereinafter defined) shall result in all rights of first refusal, rights of first offer, rights to expand, and renewal options granted herein being forfeited by Tenant and its assignee or subtenant. Tenant expressly acknowledges that Landlord intends for all of such rights to be personal and exclusive to Tenant, and that such rights are not subject to transfer to any other party (other than an Affiliate, as hereinafter defined).

(c) Landlord's consent to any sale, assignment, encumbrance, subletting, occupation, lien or other transfer shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent occurrence. Any sale, assignment, encumbrance, subletting, occupation, lien or other transfer of this Lease which does not comply with the provisions of this Paragraph 9 shall be void.

(d) For purposes of this Section, an assignment of stock or other direct or indirect ownership interest in Tenant which constitutes a controlling interest in Tenant shall be deemed an assignment within the meaning of and be governed by this Section.

(e) Notwithstanding any provision contained herein, Tenant agrees that it shall not sell, assign, encumber or otherwise transfer by operation of law or otherwise this Lease or any interest herein, or sublet the Premises or any portion thereof, to any tenant who currently leases space in the Building, unless other space in the Building for such tenant is not then available.

(f) [Intentionally omitted.]

(g) In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this paragraph, "Increased Rent" shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, less any reasonable costs incurred by Tenant in connection with the sale, sublease, assignment or transfer for tenant improvements, brokerage commissions, and legal fees, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value.

(h) Notwithstanding anything to the contrary above in this Paragraph 9, it is understood and agreed to by Landlord and Tenant that: (i) Landlord's consent shall not be unreasonably withheld, conditioned or delayed in connection with any proposed transfer to any assignee or sublessee who is comparable in quality to other tenants in the Building or other class "A" buildings in the Northwest Atlanta office submarket and who will use the Premises or portion thereof being transferred in a manner generally comparable to the use of comparable space in the Building or other class "A" buildings by comparable tenants in the Northwest Atlanta office submarket; and (ii) Landlord's consent shall not be necessarily required in connection with any assignment, sublease or other transfer (collectively, an "Affiliate Transfer") to any of the following (collectively, an "Affiliate"): any firm, corporation, partnership, limited liability company or other person or entity now or hereafter in control of , controlled by or controlled with Tenant; or into which or with which Tenant shall now or hereafter merge or consolidate; or which now or hereafter acquires all or substantially all of the assets of Tenant; provided, however, that if Tenant shall not survive any such Affiliate Transfer as a separate and ongoing business entity, the then creditworthiness of any successor to Tenant must be at least substantially equal to the then creditworthiness of Tenant, as reasonably determined by Landlord. Landlord further agrees that Landlord's right to elect to terminate the lease as set forth in Paragraph 9(a) in connection with any proposed assignment, sublease or other transfer shall be inapplicable with respect to any Affiliate Transfer.

10. INSURANCE AND INDEMNIFICATION.

(a) Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury or damages to any person or property in or about the Premises by or from any cause whatsoever, other than the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement, or other portion of the Premises or the Building, or caused by gas, fire, or explosion of the Building or the complex of which it is a part or any part thereof.

(b) Tenant shall hold Landlord harmless from and defend and indemnify Landlord against any and all claims or liability for any injury or damage to any person or property whatsoever: (i) occurring in, on or about the Premises or any part thereof other than the gross negligence or willful misconduct of Landlord, its agents, employees or contractors; or (ii) occurring in, on, or about any facilities (including, without limitation, elevators, stairways, passageways or hallways), the use of which Tenant may have in conjunction with other tenants of the Building, when such injury or damage under this clause (ii) shall be caused in part or in whole by the gross negligence or willful misconduct of Tenant or its agents, servants, employees, or contractors. Tenant further agrees to indemnify, defend and save harmless Landlord against and from any and all claims in any manner relating to any work or thing whatsoever done by Tenant in or about, or any transactions of Tenant concerning, the Premises, and will further indemnify, defend and save Landlord harmless against and from any and all claims arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, servants, employees and licensees, and from and against all costs, counsel fees, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon. Furthermore, in case any action or proceeding be brought against Landlord by reason of any claims or liability for which Tenant is liable hereunder, Tenant agrees to defend such action or proceeding at Tenant's sole expense by counsel reasonably satisfactory to Landlord. The provisions of this Lease with respect to any claims or liability occurring prior to the termination or expiration of this Lease shall expressly survive such termination or expiration of this Lease.

(c) Landlord shall hold Tenant harmless from and defend and indemnify Tenant against any and all claims or liabilities for any injury or damage to any person or property whatsoever occurring in, on or about the Building or the Property (excluding the Premises, unless relating to Landlord's entry into the Premises) to the extent such injury or damage shall be caused in part or in whole by (i) the negligent acts or omissions of Landlord or Landlord's agents, servants, employees, or contractors, or (ii) any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease. The indemnifications by Landlord set forth in this Paragraph 10(c) are subject to any limitations contained in

Paragraph 11 or elsewhere in this Lease. Furthermore, in case any action or proceeding be brought against Tenant by reason of any claims or liability, Landlord agrees to defend such action or proceeding at Landlord's sole expense by counsel reasonably satisfactory to Tenant. The provisions of this Lease with respect to any claims or liability occurring prior to the termination or expiration of this Lease shall expressly survive such termination or expiration of this Lease.

(d) Tenant agrees to purchase at its own expense and to keep in force during the term of this Lease all insurance coverages required by Landlord to be maintained by tenants in the Building, including, but not limited to, the policies of insurance specified on Exhibit "G" attached to this Lease.

(e) Landlord shall maintain in force, at its sole cost and expense (but subject to reimbursement as Direct Operating Expenses), "All Risk" (sometimes known as "Special Causes of Loss") property insurance, covering the Building, for not less than its full replacement cost. Such insurance may include such other coverages, such as rental interruption insurance, as Landlord may deem reasonably necessary, and may contain an endorsement naming Landlord's mortgagee as loss payee, as its interests may appear. Landlord shall maintain in force, at its sole cost and expense (but subject to reimbursement as Direct Operating Expenses), a policy or policies of comprehensive general liability insurance, including personal injury and property damage, in the amount of at least Two Million and No/100 Dollars ($2,000,000.00) for property damage and personal injuries or deaths of persons occurring or about the Property.

11. WAIVER OF SUBROGATION.

Each of Landlord and Tenant hereby releases the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by fire or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible, including any other tenants or occupants of the remainder of the Building in which the Premises are located; provided, however, that this release shall be applicable and in force and effect only to the extent that such release shall be lawful at that time. Each of Landlord and Tenant agrees that it will request its insurance carriers to include in its policies a clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to coverage thereunder. If either party fails to maintain in effect throughout the term hereof the insurance required hereunder or to cause its insurance policies to include such a clause or endorsement, the terms and provisions of this Lease shall nevertheless be read and construed and applied as if such a party had in effect self insurance covering the loss or claim in question to the same extent such loss or claim would have been covered if such party procured and maintained the required insurance hereunder.

12. SERVICE AND UTILITIES.

(a) Landlord shall maintain all public and common areas of the Building, Property and Project, including without limitation lobbies, stairs, elevators, corridors, common area restrooms, sidewalks, landscaped areas, roadways, parking and exterior lighting, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, and the roof, walls, windows and balance of the structure itself, in a manner consistent with other Class "A" office buildings in the Northwest Atlanta submarket and otherwise in a first-class order and condition except for damage occasioned by the gross negligence or willful misconduct of Tenant, which damage shall be repaired by Landlord at Tenant's expense. Landlord shall comply with all applicable provisions of Paragraph 16 of this Lease in connection with any such maintenance or repair by Tenant. In the event Tenant requires or needs to have one or more separate systems of either heating, ventilating, air conditioning or other similar systems over and above that provided by Landlord, the installation, care, expenses and maintenance of each such system shall be borne by and paid for by Tenant.

(b) Provided the Tenant shall not be in uncured default hereunder, and subject to the provisions elsewhere herein contained and to the rules and regulations of the Building, Landlord agrees to furnish to the Premises during ordinary business hours of generally recognized business days, to be determined by Landlord (but exclusive, in any event, of Sundays and legal holidays, and including, in any event the hours 8:00 a.m. until 6:00 p.m. Mondays-Fridays and on Saturdays from 8:00 a.m. until 1:00 p.m.), heat and air-conditioning required in Landlord's judgment for the comfortable use and occupation of the Premises (which shall, at a minimum, be able to maintain plus or minus 2(degree)F based upon the local conditions specified in the ASHRAE Handbook of Fundamental as applicable to Atlanta, Georgia), replacement of bulbs for building standard fluorescent lights and non-building standard lights, provided Tenant stocks the bulbs for all of Tenant's non-building standard lights, janitorial services during the times and in the manner that such services are, in Landlord's reasonable judgment, customarily furnished in comparable Class "A" office buildings in the Northwest Atlanta submarket, and elevator service (including, at a minimum at all times, at least one (1) passenger elevator providing service to all of the floors comprising a part of the Premises), on-site Building management services, 24/7 Building security services (on-site, except that after hours security may be provided by persons not continuously in the Building, but rather serving the Galleria complex generally), on-site Building engineers and day porter services.

Landlord agrees to provide additional or after-hours heating or air-conditioning at Tenant's request, for which Tenant shall pay to Landlord a reasonable hourly charge for such services as determined from time to time by Landlord and billed by Landlord to Tenant monthly in arrears. The initial hourly charge for such after-hours heating or air conditioning services shall be no more than $40.00 per hour through calendar year 2003, and shall thereafter be subject to adjustment by Landlord on an annual basis so as to reasonably reflect the cost of providing such services. Tenant also agrees at all times to abide by all the reasonable, uniformly applicable regulations and requirements which Landlord may prescribe for the proper functioning and protection of said heating, ventilating,

and air-conditioning system and to comply with all laws, ordinances and regulations respecting the conservation of energy. Wherever heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air-conditioning system in connection with normal business office use, Landlord reserves the right to install supplementary air conditioning units in the Premises, and the cost thereof, including the cost of electricity and/or water therefor, shall be paid by Tenant to Landlord upon demand by Landlord. Landlord may notify Tenant if any additional or supplementary air conditioning units are anticipated to be needed for the Premises during the design and plan approval process in accordance with the Work Letter Agreement. Landlord agrees to furnish to the Premises electricity for general office purposes and water for lavatory and drinking purposes, subject to the provisions of subparagraph 12(c) below. Landlord shall in no event be liable for any interruption or failure of utility services on the Premises, unless caused by or resulting from the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, but Landlord will exercise due diligence to furnish uninterrupted service.

(c) Tenant will not without the written consent of Landlord use any apparatus or device in the Premises, including without limitation, electronic data processing machines, computers, and machines using excess lighting or current which will in any way materially increase the amount of electricity or water usually furnished or supplied for use of the Premises as general office space; nor connect with electric current, except through existing electrical outlets in the Premises, or water pipes, any apparatus or device for the purposes of using electrical current or water. If Tenant in Landlord's judgment shall require water or electric current or any other resource in excess of that usually furnished or supplied for use of the Premises as general office space (it being understood that such an excess may result from the number of fixtures, apparatus and devices in use, the nature of such fixtures, apparatus and devices, the hours of use, or any combination of such factors), and Landlord may cause a special meter to be installed in the Premises so as to measure the amount of water, electric current or other resource consumed for any such other use. Landlord may notify Tenant if any additional or supplementary air conditioning units are anticipated to be needed for the Premises during the design and plan approval process in accordance with the Work Letter Agreement. The cost of any such meters and of installation, maintenance, and repair thereof shall be paid for by Tenant, and Tenant agrees to pay Landlord promptly upon demand by Landlord for all such water, electric current or other resource consumed, as shown by said meters, at the rates charged by the local public utility furnishing the same, plus any reasonable additional expense incurred in keeping account of the water, electric current or other resource so consumed. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing utilities and services, (ii) failure to furnish or delay in furnishing any such utilities or services when such failure or delay is caused by acts of God or the elements, labor disturbances of any character, any other accidents or other conditions beyond the reasonable control of Landlord, or by the making of repairs or improvements to the Premises or to the Building, (iii) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service utility whatsoever serving the Premises or the Building. Notwithstanding the foregoing, if the Premises, or a material portion thereof, is made untenantable for a period in excess of seven (7) consecutive business days as a result of any interruption or failure of services, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the eighth (8th) consecutive day of such untenantability and ending on the day that the Premises or portion thereof in question has been rendered tenantable. Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental agencies or utilities suppliers in reducing energy or other resources consumption.

(d) Any sums payable under this Paragraph 12 shall be considered additional rent and may be added to any installment of rent thereafter becoming due, and Landlord shall have the same remedies for an uncured default in payment of such sums as for a default in the payment of rent.

(e) Tenant shall not provide any janitorial services without Landlord's written consent and then only subject to supervision of Landlord and by a janitorial contractor or employees at all times satisfactory to Landlord. Any such services provided by Tenant shall be at Tenant's sole risk and responsibility.

13. ESTOPPEL CERTIFICATE.

Within ten (10) days following the Commencement Date or any written request which either party may make from time to time, the party receiving such request shall execute and deliver to the other party a certificate substantially in the form attached hereto as Exhibit "C" and made a part hereof, indicating thereon any exceptions thereto which may exist at that time. Failure to execute and deliver such certificate shall constitute a default hereunder or constitute an acceptance of the Premises and acknowledgment that the statements included in Exhibit "C", as completed and sent by the requesting party, are true and correct without exception. Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by Landlord and Tenant, and by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest therein, or by any assignee, sublessee, transferee, purchaser or lender of Tenant, or anyone to whom Landlord or Tenant may provide said certificate.

14. HOLDING OVER.

Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate possession to Landlord. If Tenant retains possession of the Premises or any part thereof after such termination, then Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes any one of (i) creation of a month to month tenancy, upon the terms and conditions set forth in this Lease, or (ii) creation of a tenancy of sufferance, in any case upon the terms and conditions set forth in this Lease; provided, however, that the monthly base rental (or daily rental under (ii)) shall, in addition to all other sums which are to be paid by Tenant hereunder,

whether or not as additional rent, be equal to one hundred fifty percent (150%) of the base rental being paid monthly to Landlord under this Lease immediately prior to such termination (prorated in the case of (ii) on the basis of a 365 day year for each day Tenant remains in possession), and, in addition thereto, Tenant shall also pay the then current amount of additional rent due and payable in accordance with this Lease. If no such notice is served, then a tenancy at sufferance shall be deemed to be created at the rent in the preceding sentence. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of reentry as herein set forth; nor shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease for a breach of any of the terms, covenants, or obligations herein on Tenant's part to be performed. Provided that Tenant is not then in uncured default and has given to Landlord at least twelve (12) months' prior written notice of Tenant's intention to do so, Tenant shall have the right to elect to holdover for a period of three (3)- months, with such holdover occupancy otherwise being subject to the terms and conditions specified in this Section 14. If Tenant gives such holdover notice to Landlord, then Tenant shall be liable for holdover rent for such entire three (3)-month period, regardless of whether or not Tenant actually holds over or remains in occupancy of the Premises or any portion thereof for such entire three (3)-month period.

15. SUBORDINATION.

Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to any of the following (collectively, a "Mortgage"): (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the land upon which the Building or any common areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may now exist or hereafter be executed in any amount for which said Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgages or deeds to secure debt to this Lease. In the event that any Mortgage terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant agrees to execute such non-disturbance and attornment agreements as the holder of any mortgage or deed to secure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Mortgage. Notwithstanding any provisions to the contrary herein, Landlord shall obtain for the benefit of Tenant a non-disturbance agreement from the holder of any Mortgage superior to Tenant's rights under this Lease, on such commercially standard form as customarily used by such holder, as a condition precedent to Tenant's obligation to subordinate to any such Mortgage and/or to attorn to any such successor in interest to Landlord. Such non-disturbance agreement shall, among other things, provide that, provided Tenant is not in uncured default under this Lease, any successor in interest to Landlord by reason of termination of any Mortgage or foreclosure or conveyance in lieu of foreclosure of any Mortgage shall recognize this Lease and Tenant's right of quiet enjoyment with respect to the Premises, and shall provide that this Lease and Tenant's possession and quiet enjoyment of the Premises shall not be interfered with or disturbed except in the event of an uncured default by Tenant hereunder.

16. RE-ENTRY BY LANDLORD.

Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same, to supply janitor service and any other service to be provided by Landlord to Tenant hereunder, to show said Premises to prospective purchasers, mortgagees or tenants, to post notices of nonresponsibility, and to alter, improve, or repair the Premises and any portion of the Building of which the Premises are a part or to which access is conveniently made through the Premises, without abatement of rent, and may for that purpose erect, use, and maintain scaffolding, pipes, conduits, and other necessary structures in and through the Premises where reasonably required by the character of the work to be performed, provided that entrance to the Premises shall not be blocked thereby, and further provided that the business of Tenant shall not be interfered with unreasonably. All routine maintenance by Landlord shall be performed after normal business hours except that work in the mechanical room on each floor of the Premises shall be permitted during normal business hours. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby unless caused by or resulting from the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors, in, upon, and about the Premises, and Landlord shall have the right to use any and all means which Landlord may deem reasonably necessary or proper to open said doors in an emergency, in order to obtain entry to any portion of the Premises, and any entry to the Premises, or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portions thereof. Landlord shall also have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement and/or location of entrances or passage ways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Except in the event of emergencies or for the provision of routine services, Landlord agrees to provide Tenant with at least twenty-four (24) hours' prior oral notification of its intention to enter the Premises for any of the purposes described above, and agrees that Tenant shall have the right to have a representative of Tenant accompany Landlord, its agents, employees or contractors at any time while they are within the Premises for any of such purposes.

17. INSOLVENCY OR BANKRUPTCY.

The appointment of a receiver to take possession of all or substantially all of the assets of Tenant, or an assignment of Tenant for the benefit of creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, or reorganization act, shall at Landlord's option constitute a breach of this Lease by Tenant. Upon the happening of any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, or reorganization proceedings.

18. DEFAULT AND REMEDIES.

The following events shall be deemed to be events of default or an "uncured default" by Tenant under this Lease:

(a) Tenant shall fail to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the rent herein reserved, any other amount treated as additional rent hereunder, or any other payment or reimbursement to Landlord required herein, whether or not treated as additional rent hereunder, and such failure shall continue for a period of five (5) business days after written notice of failure from Landlord to Tenant; provided, however, notwithstanding the foregoing, Landlord shall not be required to give such notice to Tenant more than two (2) times in any consecutive twelve (12)-month period with respect to Tenant's obligation to make any monetary payment under this Lease, and after Landlord shall have given two (2) such notices in any given consecutive twelve
(12)-month period, Tenant shall not be entitled to any notice or cure period for any subsequent default within such consecutive twelve (12)-month period; or

(b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, and shall not cure such failure within (i) twelve (12) hours after written notice to Tenant if the failure involves a condition hazardous or dangerous to life or property or (ii) twenty (20)-days after written notice to Tenant in the case of any other failure; provided, however, if any such default by its nature is not reasonably susceptible to cure within such twenty (20)-day period, and provided that Tenant commences its efforts to cure same promptly and continues such efforts diligently, then Tenant shall have such additional time (not to exceed 90 days) to complete such cure as is reasonably necessary under the circumstances; or

(c) [intentionally omitted]; or

(d) Tenant shall create or allow to be created in or about the demised Premises any condition or circumstance constituting a hazard to people or property, a nuisance or a trespass, whether or not such condition or circumstance rises to the level of a civil or criminal law violation or action, and such condition or circumstance is not corrected or removed within ten (10) days after notice from Landlord; or

(e) Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant's right to possession only;

(f) If, in spite of the provisions hereof, the interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released, and such default shall continue for ten (10) days after written notice thereof to Tenant; or

(g) Tenant shall assign, sublet or transfer its interest hereunder in violation of this Agreement.

Upon the occurrence of any such events of default described in this paragraph or elsewhere in this Lease, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever:

(aa) Landlord may, at its election, terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease.

(bb) Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant's right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and, to the extent permitted under Georgia law, Tenant hereby grants to Landlord full and free license to enter into and upon the Premises in such event with or without process of law and to repossess the Premises and to expel or remove Tenant and any others who may be occupying or within the Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom; Tenant hereby waiving any right to claim damage for such reentry and expulsion, and without relinquishing Landlord's right to rent or any other right given to Landlord hereunder or by operation of law.

(cc) Upon termination of this Lease, whether by lapse of time, by or in connection with a dispossessory proceeding or otherwise, Landlord shall be entitled to recover as Landlord's actual accrued damages, all rent, including any amount treated as additional rent hereunder, and other sums due and

payable by Tenant on the date of termination, plus, as Landlord's liquidated damages for the balance of the stated term hereof and not as a forfeiture or penalty, the sum of: (i) an amount equal to the then present value of the rent, including any amounts treated as additional rent hereunder, and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Premises for such residue (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described in subparagraph (dd)(ii) relating to recovery of the Premises, preparation for reletting and for reletting itself), and (ii) an amount equal to the present value of the cost of performing any other covenants which would have otherwise been performed by Tenant. Notwithstanding any provisions in this Paragraph 18 or elsewhere in this Lease to the contrary, Landlord agrees to use commercially reasonable efforts to relet the Premises upon the occurrence of an event of default by Tenant and Tenant's vacating of the Premises; provided, however, that in no event shall Landlord be required to lease all or any portion of the Premises, or to seek to lease all or any portion of the Premises, if other space is then available in the Building or in other buildings in the Galleria complex of which the Building is a part and which are under common ownership or management with the Building.

(dd) (i) Upon termination of the Lease or Tenant's right to possession of the demised Premises, regardless of whether such termination occurs as a result of a dispossessory proceeding, distraint proceeding, exercise of right of termination, re-entry, lease expiration or otherwise, Tenant shall remain liable for payment of all rent thereafter accruing and for performance of all obligations thereafter performable under this Lease. Landlord may, at Landlord's option, enter the Premises, remove Tenant's signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (bb) above, without such entry and possession releasing Tenant from any obligation, including Tenant's obligation to pay rent, including any amounts treated as additional rent, hereunder for the full term of the Lease.

(ii) Landlord may, but need not, relet the Premises or any part thereof for such rent and upon such terms as Landlord in its sole discretion shall determine (including the right to relet the Premises for a greater or lesser term than that remaining under this Lease, the right to relet the Premises as a part of a larger area, and the right to change the character and use made of the Premises) and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord's expenses for reletting, including, without limitation, any broker's commission incurred by Landlord. If the consideration collected by Landlord upon any such reletting plus any sums previously collected from Tenant are not sufficient to pay the full amount of all rent, including any amounts treated as additional rent hereunder and other sums reserved in this Lease for the remaining term hereof, together with the costs of repairs, alterations, additions, redecorating, and Landlord's expenses of reletting and the collection of the rent accruing therefrom (including attorneys' fees and broker's commissions), Tenant shall pay to Landlord, as Landlord's liquidated damages and not as a forfeiture or penalty, the amount of such deficiency upon demand and Tenant agrees that Landlord may file suit to recover any sums falling due under this section from time to time.

(ee) Landlord may, at Landlord's option, enter into and upon the Premises, with or without process of law, if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible hereunder, and correct the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage resulting therefrom, and Tenant agrees to reimburse Landlord, on demand, as additional rent, for any reasonable expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease.

(ff) Any and all property which may be removed from the Premises by Landlord pursuant to the authority of the Lease or of law, to which Tenant is or may be entitled, may be handled, removed and stored, as the case may be, by or at the direction of Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all reasonable expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord's possession or under Landlord's control. Any such property of Tenant not retaken by Tenant from storage within thirty (30) days after removal from the Premises shall, at Landlord's option, be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without further payment or credit by Landlord to Tenant.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or available in equity (all such remedies being cumulative), nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of said Premises shall be valid unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Landlord's acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing.

Forbearance by Landlord in enforcing one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Landlord's right to enforce any such remedies with respect to such default or any subsequent default. If, on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney concerning or to enforce or defend any of Landlord's rights or remedies hereunder, Tenant agrees to pay reasonable actual attorneys' fees so incurred.

Without limiting the foregoing, to the extent permitted by law, Tenant hereby: (i) appoints and designates the Premises as a proper place for service of process upon Tenant, and agrees that service of process upon any corporate officer of Tenant upon the Premises or, in the event that Tenant has vacated or abandoned the Premises, leaving process in a conspicuous place within the Premises shall constitute personal service of such process upon Tenant (provided, however, Landlord does not hereby waive the right to serve Tenant with process by any other lawful means); (ii) expressly waives any right to trial by jury; and (iii) expressly waives the service of any notice under any existing or future law of the State of Georgia applicable to landlords and tenants.

19. DAMAGE BY FIRE, ETC.

(a) If the Building, improvements, or Premises are rendered partially or wholly untenantable by fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within one hundred eighty (180) days of such damage, then either party may, at its sole option, terminate this Lease as of the date of such fire or casualty. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. Tenant shall exercise its option provided herein by written notice to Landlord within ten (10) business days after receipt of Landlord's notice setting forth the estimated repair period for such damages. For purposes hereof, the Building, improvements, or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being used.

(b) If this Lease is not terminated pursuant to Paragraph 19(a), then to the extent of available insurance proceeds, Landlord shall proceed with all due diligence to repair and restore the Building, improvements or Premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term of this Lease exclusive of any option which is unexercised at the date of such damage).

(c) If this Lease shall be terminated pursuant to this Paragraph 19, the term of this Lease shall end on the date of such damage as if that date had been originally fixed in this Lease for the expiration of the term hereof. If this Lease shall not be terminated pursuant to this Paragraph 19 and if the Premises is untenantable in whole or in part following such damage, the rent payable during the period in which the Premises is untenantable shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances. In the event that Landlord shall fail to complete such repairs and material restoration within two hundred ten (210) days after the date of such damage, Tenant may at its option and as its sole remedy terminate this Lease by delivering not less than thirty (30) days' prior written notice and opportunity to cure to Landlord, whereupon the Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.

In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures, additions or other improvements which may have been placed in or about the Premises by Tenant after the Commencement Date hereof. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by (i) the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises, the Building, or the Property, and/or (ii) the ground lessor of any portion of the Property.

(d) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises, Building or Property, or the ground lessor of the Property, requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such person, provided that Landlord is concurrently terminating the leases of all or substantially all other tenants in the Building, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the term.

(e) In the event of any damage or destruction to the Building or the Premises by any peril covered by the provisions of this Paragraph 19, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant or its licensees from such portion or all of the Building or the Premises as is reasonably necessary in order to permit Landlord to cause the repairs to be made and as Landlord shall request and Tenant hereby indemnifies, defends and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees, arising out of any claim of damage or injury as a result of such removal and any alleged failure to properly secure the Premises prior to such removal.

20. CONDEMNATION.

(a) If any substantial part of the Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for which it is then being used, this Lease shall terminate effective when the physical taking shall occur in the same manner as if the date of such taking were the date originally fixed in this Lease for the expiration of the term hereof. As used herein, "substantial part" shall mean more than twenty percent (20%).

(b) If part of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the subparagraph above, this Lease shall not terminate but the rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all circumstances.

(c) Tenant shall not share in any condemnation award or payment in lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by Tenant; provided, however, that Tenant may separately claim (or, if required to preserve such claim, may make such claim in Landlord's condemnation proceeding) and receive from the condemning authority, if legally payable, compensation for Tenant's removal and relocation costs and for Tenant's loss of business and/or business interruption.

(d) Notwithstanding anything to the contrary contained in this paragraph, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the term of this Lease, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the term of this Lease; in the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the use of or occupancy of the Premises during the term of this Lease, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the term of this Lease.

21. SALE BY LANDLORD.

In the event of a sale or conveyance by Landlord of the Building, then, provided that the purchaser or transferee from Landlord assumes in writing all of the Landlord's obligations under this Lease arising from and after the effective date of such sale or conveyance, the same shall operate to release Landlord from any liability upon any of the covenants or conditions, express or implied, herein contained in favor of Tenant arising or creating from and after the effective date of such sale or conveyance by Landlord, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. Tenant agrees to attorn to the purchaser or assignee in any such sale.

22. RIGHT OF LANDLORD TO PERFORM.

All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. If Tenant shall fail to perform any acts, covenants or agreements to be performed by Tenant under any of the terms of this Lease or to pay any sum of money, other than rent, required to be paid by it hereunder, and such failure shall continue for twenty (20) days after notice thereof by Landlord, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act, covenant or agreement on Tenant's part to be made or performed as in this Lease provided. All sums so paid by Landlord or costs related to Landlord's performance of such acts, covenants or agreements and all necessary incidental costs, together with interest thereon at the Agreed Interest Rate as defined in Paragraph 8 hereof from the date of such payment by Landlord, shall be payable as additional rent to Landlord on demand, and Tenant covenants to pay any such sums, and Landlord shall have, in addition to any other right or remedy of the Landlord, the same rights and remedies in the event of nonpayment thereof by Tenant as in the case of default by Tenant in the payment of the rent.

23. SURRENDER OF PREMISES.

(a) Except as set forth to the contrary in Paragraph 14 above, Tenant shall, at least one hundred eighty (180) days before the last day of the term hereof, give to Landlord a written notice of intention to surrender the Premises on that date, but nothing contained herein or in the failure of Tenant to give such notice shall be construed as an extension of the term hereof or as consent of Landlord to any holding over by Tenant.

(b) At the end of the Lease Term, Tenant agrees to peaceably deliver up to the Landlord possession of the Premises, in the same condition as received on the Commencement Date, ordinary wear and tear, damage by fire, earthquake, and other acts of God, condemnation and the acts or omissions of Landlord, its agents, employees or contractors all excepted. Unless otherwise agreed to in writing by Landlord, Tenant shall remove, at Tenant's sole cost and expense, all permanent improvements or additions to the Premises installed by or at the expense of Tenant after the lease commencement date, together with all furniture, equipment and computer and telephone cables belonging to Tenant (whenever installed), and repair any damage resulting from such removal. Any property not so removed shall be deemed abandoned by the Tenant, and title to the same shall thereupon pass to Landlord. Landlord

shall have the right to remove and dispose of such abandoned property, and the costs associated therewith shall be promptly reimbursed by Tenant.

(c) The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of the Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or subtenancies.

24. WAIVER.

If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this Lease, such waiver shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein. Furthermore, the acceptance of rent by Landlord shall not constitute a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, regardless of Landlord's knowledge of such preceding breach at the time Landlord accepted such rent. Failure by either party to enforce any of the terms, covenants or conditions of this Lease for any length of time shall not be deemed to waive or to decrease the right of such party to insist thereafter upon strict performance by Tenant. Waiver by either party of any term, covenant or condition contained in this Lease may only be made by a written document signed by such party.

If to Landlord:           Galleria 600, LLC
                          c/o Childress Klein Properties
                          300 Galleria Parkway, Suite 600
                          Atlanta, Georgia 30339

If to Tenant:             PRG-Schultz International, Inc.
                          600 Galleria Parkway, Suite 100
                          Atlanta, Georgia 30339
                          Attn:  Legal Department

with a copy to:           Arnall Golden Gregory LLP
                          2800 One Atlantic Center
                          1201 West Peachtree Street, N.W.
                          Atlanta, Georgia 30309-3450
                          Attn:  Jonathan Golden, Esq.

Any notice, demand or request which shall be served upon either of the parties in the manner aforesaid shall be deemed sufficiently given for all purposes hereunder (i) at the time such notices, demands or requests are hand-delivered in person or (ii) on the date of delivery, refusal to accept delivery or inability to deliver such notices, demands or requests in accordance with the preceding portion of this paragraph, as set forth on the return receipt, bill of lading or other shipping receipt with respect thereto.

Either Landlord or Tenant shall have the right from time to time to designate by written notice to the other party such other places in the United States as Landlord or Tenant may desire written notice to be delivered or sent in accordance herewith; provided, however, at no time shall either party be required to send more than an original and two copies of any such notice, demand or request required or permitted hereunder.

Notwithstanding the foregoing, all rental payments under this Lease shall be sent to the address specified in paragraph 2(a) above.

26. CERTAIN RIGHTS RESERVED TO THE LANDLORD

Landlord reserves and may exercise the following rights without affecting Tenant's obligations hereunder:

(a) To change the name of the Building;

(b) To designate all sources furnishing sign painting and lettering, ice, drinking water, towels, coffee cart service and toilet supplies, lamps and bulbs used in the Premises;

(c) To retain at all times pass keys to the Premises;

(d) To grant to anyone the exclusive right to conduct any particular business or undertaking in the Building other than Tenant's business use;

(e) To close the Building after regular work hours and on legal holidays subject, however, to Tenant's right to admittance, under such reasonable regulations as Landlord may prescribe from time to time, which may include by way of example but not of limitation, that persons entering or leaving the Building register and provide sufficient forms of identification to a watchman and that said persons establish their right to enter or leave the Building; and

(f) To take any and all measures, including inspections, repairs, alterations, decorations, additions and improvements to the Premises or the Building, and identification and admittance procedures for access to the Building as may be reasonably necessary or desirable for the safety, protection, preservation or security of the Premises or the Building or Landlord's interest, or as may be necessary or desirable in the operation of the Building.

Subject to the requirements of Section 16 above, Landlord may enter upon the Premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of Tenant's use or possession and without being liable in any manner to Tenant and without abatement of rent or affecting any of Tenant's obligations hereunder.

27. ABANDONMENT.

[Intentionally omitted.]

28. SUCCESSORS AND ASSIGNS.

Subject to the provisions of Paragraph 9 hereof, the terms, covenants, and conditions contained herein shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties hereto.

29. ATTORNEYS' FEES.

In the event that any action or proceeding is brought to enforce any term, covenant or condition of this Lease on the part of Landlord or Tenant, the prevailing party in such litigation shall be entitled to reasonable actual attorneys' fees to be fixed by the Court in such action or proceeding. The phrases "reasonable attorneys' fees", "reasonable actual attorneys' fees" or "reasonable attorneys' fees actually incurred", and any similar phrases used in this Paragraph or in any other provision of this Lease shall be deemed to mean reasonable attorneys' fees actually incurred, without consideration of the terms of Official Code of Georgia Annotated Section 13-1-11(1) or Section 13-1-11(2) (Michie 1982, as amended).

30. CORPORATE AUTHORITY.

If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do business in Georgia, that the corporation has full right and authority to enter into this Lease, and that each and both of the persons signing on behalf of the corporation were authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. If Tenant signs as any other legal entity, Tenant shall provide Landlord with reasonable evidence of authority.

31. MORTGAGE APPROVALS.

Any provisions of this Lease requiring the approval or consent of Landlord shall not be deemed to have been unreasonably withheld if any mortgagee (which shall include the holder of any deed to secure debt) of the Premises, Building or Property or any portion thereof shall reasonably refuse or withhold its approval or consent thereto. Any requirement of Landlord pursuant to this Lease which is imposed pursuant to the direction of any such mortgagee shall be deemed to have been reasonably imposed by Landlord if made in good faith.

32. MISCELLANEOUS.

(a) The paragraph headings herein are for convenience of reference and shall in no way define, increase, limit, or describe the scope or intent of any provision of this Lease. The term "Landlord" as used in this Lease shall include the Landlord, its successors and assigns. In any case where this Lease is signed by more than one person, the obligations hereunder shall be joint and several. The term "Tenant" or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and each of their respective successors, executors, administrators, and permitted assigns, according to the context hereof.

(b) Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be governed by the laws of the State of Georgia. This Lease, together with its exhibits, contains all the agreements of the parties hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument by the parties hereto.

(c) If for any reason whatsoever any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

(d) All obligations of either party hereunder not fully performed as of the expiration or earlier termination of the term at this Lease shall survive the expiration or earlier termination of the term hereof.

(e) If any clause, phrase, provision or portion of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable under applicable law, such event shall not affect, impair or render

invalid or unenforceable the remainder of this Lease or any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons or circumstances, and it is also the intention of the parties to this Lease that in lieu of each such clause, phrase, provision or portion of this Lease that is invalid or unenforceable, there be added as a part of this Lease a clause, phrase, provision or portion as similar in terms to such invalid or unenforceable clause, phrase, provision or portion as may be possible and be valid and enforceable.

(f) Whenever a period of time is herein prescribed for action to be taken by Landlord, the Landlord shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to causes of any kind whatsoever which are beyond the control of Landlord.

(g) Notwithstanding any other provisions of this Lease to the contrary, if the Commencement Date hereof shall not have occurred before the twentieth (20th) anniversary of the date hereof, this Lease shall be null and void and neither party shall have any liability or obligation to the other hereunder. The purpose and intent of this provision is to avoid the application of the rule against perpetuities to this Lease.

33. LANDLORD'S LIEN.

[Intentionally omitted.]

34. QUIET ENJOYMENT.

Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while paying the rental and performing its other covenants and agreements herein set forth, shall peaceably and quietly have, hold and enjoy the Premises for the term hereof without hindrance or molestation, subject to the terms and provisions of this Lease. In the event this Lease is a sublease, then Tenant agrees to take the Premises subject to the provisions of the prior leases. Landlord shall not be liable for any interference, nuisance or disturbance by other tenants or third persons (other than Landlord's agents, employees or contractors), nor shall Tenant be released from any of the obligations of this Lease because of such interference, nuisance or disturbance.

35. LANDLORD'S LIABILITY.

In no event shall Landlord's liability for any breach of this Lease exceed Landlord's interest in the Building, Property and Project. This provision is not intended to be a measure or agreed amount of Landlord's liability with respect to any particular breach, and shall not be utilized by any court or otherwise for the purpose of determining any liability of Landlord hereunder, except only as a maximum amount not to be exceeded in any event. Furthermore, any liability of Landlord hereunder shall be enforceable only out of the interest of Landlord in the Building and the Property and in no event out of the separate assets of Landlord or any shareholder or partner of Landlord.

36. RIGHT TO RELOCATE.

[Intentionally omitted.]

37. NO ESTATE.

This contract shall create the relationship of Landlord and Tenant, and no estate shall pass out of Landlord. Tenant has only a usufruct, not subject to levy and sale and not assignable by Tenant, except as provided for herein and in compliance herewith.

38. LEASE EFFECTIVE DATE.

Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

39. RULES AND REGULATIONS.

(a) Tenant shall faithfully observe and comply with the rules and regulations printed on or annexed to this Lease as Exhibit "A" which is attached hereto and made a part hereof and, upon not less than ten (10) prior business days' written notice thereof, all reasonable modifications thereof and additions thereto from time to time put into effect by Landlord. Landlord shall supply Tenant with any changes or amendments to said rules. Landlord shall not be responsible for the nonperformance by any other tenant or occupant of the Building of any of said rules and regulations. Tenant shall faithfully observe and comply with the rules and regulations put into effect from time to time by the owners of other buildings and property within the Atlanta Galleria complex. Tenant will be responsible for causing its employees, customers, subtenants, licensees, invitees, agents, concessionaires and contractors to comply with all such rules and regulations while they are within the Premises or subject to Tenant's control.

(b) Tenant acknowledges and agrees that Landlord may insist upon compliance with and enforce the rules and regulations as well as any laws, statutes, ordinances or governmental rules or regulations as mentioned in Paragraph 5 above, and may, pursuant to the Georgia Criminal Trespass Statute (Official Code of Georgia Annotated, Section 16-7-21), prohibit any person including any of Tenant's employees, agents, customers, licensees, guests, invitees, concessionaires, or contractors from entering or remaining upon all or any portion of the Building,

including the Premises, or any other building or property within the Atlanta Galleria complex, including the hotel, office towers, parks, gardens, roadways, parking lots, parking decks, performance stages, and all other buildings, land or property, if Landlord determines in its sole discretion that said person has not complied with any law, ordinance, rule or regulation or poses a threat to the safety, welfare or health of any person or to the maintenance or orderliness of the administration of the Building. Tenant further agrees that it shall not interfere with or object to Landlord's enforcement of any such laws, ordinances, rules and regulations including Official Code of Georgia Annotated, Section 16-77-21 or any similar statute.

40. SPECIAL STIPULATIONS.

Special Stipulations to this Lease are set forth on Exhibit "E" attached hereto and made a part hereof. In the event of any conflict between any provision set forth in Exhibit "E" and any provision contained elsewhere in this Lease, the former in all events shall supersede, prevail and control.

41. GUARANTY.

[Intentionally omitted.]

42. CONDITION.

[Intentionally omitted.]

43. BROKERAGE COMMISSIONS.

Tenant represents that Tenant has not engaged or worked with any real estate brokers or agents other than Childress Klein Properties, Inc. and Carter & Associates, L.L.C. (collectively, "Broker") in connection with this Lease for the Premises. Tenant shall indemnify and hold harmless Landlord and Landlord's agents from and against any and all claims for commissions or other compensation, and any liabilities, damages and costs relating thereto, that may be asserted by any person or entity other than Broker to the extent that Tenant has engaged such person or such claim results from any action of Tenant. Landlord represents that Landlord has not engaged or worked with any real estate brokers or agents other than Broker in connection with this Lease for the Premises. Landlord shall indemnify and hold harmless Tenant and Tenant's agents from and against any and all claims for commissions or other compensation, and any liabilities, damages and costs relating thereto that may be asserted by any person or entity other than Broker to the extent that Landlord has engaged such person or such claim results from any action of Landlord. Landlord hereby acknowledges and agrees that it shall compensate Broker in accordance with the terms of separate commission agreements with each Broker.

44. EXCULPATION.

This Lease is executed, not individually, but solely on behalf of Galleria 600, LLC, by certain employees of OTR, an Ohio general partnership, the authorized nominee and agent for The State Teachers Retirement Board of Ohio ("STRBO"). In consideration for entering into this Lease, Tenant hereby waives any rights to bring a cause of action against the individuals executing this Lease on behalf of Landlord (except for any cause of action based upon lack of authority or fraud), and all persons dealing with Landlord must look solely to Landlord's assets for the enforcement of any claim against Landlord, and the obligations hereunder are not binding upon, nor shall resort be had to the private property of any of, the trustees, officers, directors, employees or agents of STRBO. Nothing contained in this Paragraph 44 shall be deemed to limit the provisions of Paragraph 35 above.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written.

LANDLORD:

GALLERIA 600, LLC, A GEORGIA
LIMITED LIABILITY COMPANY

By: OTR, an Ohio general partnership,
its manager

By: /s/ Stephen A. Mitchell
   -------------------------------------
   Name: Stephen A. Mitchell
        --------------------------------
   Title: General Partner
         -------------------------------

TENANT:

PRG-Schultz International, Inc.,
a Georgia corporation

By: /s/ Donald E. Ellis, Jr.
   ------------------------------------------
   Name: Donald E. Ellis, Jr.
        -------------------------------------
   Title: Executive Vice President - Finance,
         ------------------------------------
          Chief Financial Officer
         ------------------------------------
          and Treasurer
         ------------------------------------


Attest:
       --------------------------------------
       Name:
            ---------------------------------
       Title:
             --------------------------------

(CORPORATE SEAL)

EXHIBIT "A"

RULES AND REGULATIONS

l. Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by them for any purpose other than for ingress and egress from their respective Premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant's business unless such persons are engaged in illegal activities. No tenant, and no employees or invitees of any tenant, shall go upon the roof of the Building, except as authorized by Landlord.

2. No sign, placard, picture, name, advertisement, notice or other such item visible from the exterior of Premises shall be inscribed, painted, illuminated, affixed, installed or otherwise displayed by any tenant either on its Premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, notice or other such item without notice to and at the expense of tenant.

If Landlord shall have given such consent to any tenant at any time, whether before or after the execution of the Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted, affixed and inscribed at the expense of the tenant by a person approved by Landlord.

3. The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants only and Landlord reserves the right to exclude any other names therefrom.

4. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenant's Premises.

5. Landlord reserves the right to exclude from the Building between the hours of 6 pm and 8 am on Monday through Friday and at all hours on Saturdays, Sundays, and holidays all persons who are not tenants or agents, employees or contractors of tenants or their accompanied guests in the Building. Each tenant shall be responsible for all persons for whom it allows to enter the Building and shall be liable to Landlord for all acts of such persons.

Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of any person.

During the continuance of any invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building by closing and/or locking the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building.

6. No tenant shall employ any person or persons for the purpose of cleaning Premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning same. No tenant shall cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness of the Premises. Landlord shall in no way be responsible to any tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of any tenant by the janitor or any other employee or any other person.

7. No tenant shall accept barbering or bootblacking or carwashing services in its Premises or in the Building, or on the Property, except from persons authorized by Landlord.

8. Each tenant shall see that all doors of its Premises are closed and securely locked after business hours and must observe strict care and caution that all water faucets, water apparatus, coffee makers and any other electrical appliances or equipment are entirely shut off before the tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off so as to prevent waste or damage. On multiple tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress, and except for Premises entry doors designed to be opened during normal business hours.

9. As more specifically provided in each tenant's Lease of the Premises, tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning, and shall refrain from attempting to adjust any controls.

10. No tenant shall alter any lock or access device or install a new or additional lock or access device or any bolt on any door of its Premises without the prior written consent of Landlord.

11. No tenant shall make or have made additional copies of any keys or access devices provided by Landlord. Each tenant, upon the termination of the Tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished tenant or which tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, tenant shall pay Landlord therefor.

12. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds shall be thrown therein.

13. No tenant shall use or keep in its Premises or the Building any kerosene, gasoline or flammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office equipment. No tenant shall use any method of heating or air-conditioning other than that supplied by Landlord. In the event flammable or combustible fluids or materials are permitted by Landlord in the Premises, these materials must be maintained and secured so as to comply with all laws, rules and regulations governing such materials, including but not limited to, all fire codes.

14. No tenant shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance or permit or suffer such Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any Premises of the Building.

15. No cooking shall be done or permitted by any tenant on its Premises without the consent of Landlord (except that use by the tenant of Underwriters' Laboratory approved microwaves and/or equipment for the preparation of coffee, tea, hot chocolate and similar beverages for tenants and their employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes, ordinances, rules and regulations) nor shall Premises be used for lodging.

16. Except with the prior written consent of Landlord, no tenant shall sell, permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on any Premises, nor shall tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises of any tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, nor shall the Premises of any tenant be used for any improper, immoral or objectionable purpose.

17. If tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Landlord's instructions in their installation.

18. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes or other office equipment affixed to all Premises shall be subject to the written approval of Landlord.

19. No tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

20. No tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused.

21. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down the elevators except between such hours and in such elevators as shall be designated by Landlord. In the event Landlord permits use of the Building's loading dock and/or elevators after normal Building hours, then Landlord shall have the right to impose reasonable charges on tenant for such use. Landlord shall have the right to prescribe the weight, size and position of all safes, furniture, files, bookcases or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly distribute the weight thereof. Landlord will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building

by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of tenant.

Business machines and mechanical equipment belonging to any tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by such tenant, at such tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord.

22. No tenant shall place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. No tenant shall mark, or drive nails, screws or drill into, the partitions, woodwork or plaster or in any way deface such Premises or any part thereof; provided, however, that nothing in this sentence shall prevent or preclude Tenant from hanging pictures, installing shelving or performing Cosmetic Alterations within the Premises.

23. There shall not be used in any space, or in the public areas of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve. No other vehicles of any kind shall be brought by any tenant into or kept in or about the Premises.

24. Each tenant shall store all its trash and garbage within the interior of its Premises. No materials shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord may designate.

25. Canvassing, soliciting, distributing of handbills or any other written material, and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same. No tenant shall make room-to-room solicitation of business from other tenants in the Building.

26. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment, is intoxicated or under the influence of alcohol or drugs or who is in violation of any of the rules and regulations of the Building.

27. Without the prior written consent of Landlord, no tenant shall use the name of the Building in connection with or in promoting or advertising the business of such tenant except as tenant's address.

28. Each tenant shall comply with all energy conservation, safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

29. Each tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

30. The requirements of tenants will be attended to only upon application at the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless given special instructions from Landlord, and no employees will admit any person (tenant or otherwise) to any office without specific instructions from Landlord.

31. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.

32. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations that are generally applicable to all tenants and that are adopted after Landlord has provided to the Building's tenants not less than ten (10) days' prior written notice thereof.

33. All wallpaper or vinyl fabric materials which any tenant may install on painted walls shall be applied with a strippable adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Landlord at such tenant's expense.

34. All work proposed by a tenant in its Premises other than Cosmetic Alterations must be pre-approved by Landlord. Tenant will refer all contractors, contractors representatives and installation technicians, rendering any such service to tenant, to Landlord for Landlord's supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Premises and other portions of the Building, including installations of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building.

35. Each tenant shall give prompt notice to Landlord of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to properly.

36. Each tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by such tenant's employees, agents, clients, customers, invitees and guests.

37. These Rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building, including without limitation the Lease for the Premises.

38. Smoking of tobacco products (including, but not limited to, cigarettes, cigars, pipes or similar utensils) is expressly prohibited in the lobby, hallways, elevators, building entrances, restrooms, stairwells and common areas in and around the Building. Tenant shall not permit any of its employees, agents, servants, licensees, contractors or invitees to smoke in those areas specified in the immediately preceding sentence. Tenant further agrees either (i) to prohibit smoking within the Premises, or (ii) if smoking is permitted by Tenant within the Premises, to take, at Tenant's sole expense, such steps (which steps may include, but not be limited to, installing exhaust equipment to supplement the Building's heating, ventilation and air conditioning system) as shall be required by Landlord to avoid any infiltration of smoke from the Premises into the space of other tenants or the common areas in the Building. Tenant further agrees that if Tenant shall have taken steps to reduce or eliminate infiltration of smoke into the space of other tenants, and, notwithstanding these steps, smoke from the Premises continues to be a nuisance to other tenants in the Building, then Landlord shall have the right to prohibit smoking in the Premises altogether. Tenant acknowledges and agrees that (a) Landlord has the right under this paragraph to restrict and/or prohibit smoking in the Premises, (b) smoking in the Premises is not an absolute or inherent right of Tenant and (c) Landlord's determination that smoking in the Premises must be abated shall be final. To enable smokers to have an area outside of the Building in which to smoke, the Landlord shall designate from time to time specific areas where smoking is permitted, to the extent permitted by applicable laws and regulations. Smokers are required to keep all designated smoking areas clean, attractive and free of litter. In order to comply with present or future laws, regulations or guidelines of governmental entities relating to workplace health and safety, Landlord retains the right to further alter, move or eliminate such smoking areas from time to time and to establish regulations relating thereto as Landlord reasonably deems necessary or appropriate.

EXHIBIT "B"

WORK LETTER AGREEMENT

1. IMPROVEMENTS

(a) At Tenant's expense, Landlord shall furnish and install substantially in accordance with the construction drawings and specifications approved by Tenant and Landlord, partitions, doors, lighting fixtures, acoustical ceiling, floor coverings, electrical outlets, telephone outlets, air conditioning, fire sprinklers, signage, wall finishes, and construction clean-up and other improvements required by Tenant which are normally performed by the construction trades, but excluding those items to be constructed by Landlord pursuant to Paragraph 1(b) below (collectively, the "Tenant Improvements"). Landlord shall cause to be prepared at Tenant's expense all architectural plans and specifications, and all structural, mechanical and electrical engineering plans and specifications (the "Plans") required for Tenant's occupancy. The preparation of the Plans shall not include selection of non-building standard finishes, or any fixtures or furniture, or any other elements of interior design.

(b) Landlord shall request competitive bids on the construction of the Tenant Improvements from Batson-Cook Company, Welch Tarkington, and Humphries and Company. Landlord and Tenant shall mutually agree on which of said contractors shall be selected to construct the Tenant Improvements. Tenant hereby approves the following MEP subcontractors: (i) mechanical/plumbing - McKenneys and Maxair; and (ii) electrical - Penco and Allison Smith. The use of any other MEP contractors shall be subject to the prior approval of Tenant.

(c) At Landlord's expense, Landlord shall or has provided the items identified on Schedule 1 attached hereto and made a part hereof (hereinafter referred to as "Landlord's Work").

(d) Landlord shall be the construction manager ("Construction Manager") in connection with the construction of the Tenant Improvements, and in such capacity shall provide the following services at no additional cost, expense or charge to Tenant:

1. Construction Manager shall (i) furnish to Tenant the benefit of Construction Manager's expertise, skill and experience in furthering the interests of Tenant in connection with the construction of the Tenant Improvements; (ii) use commercially reasonable efforts to cause the construction of the Tenant Improvements to occur in an expeditious and economical manner; and (iii) use commercially reasonable efforts to promote harmony and cooperation among the Tenant, Construction Manager, the general contractor and the architects of Landlord and Tenant in connection with the construction of the Tenant Improvements.

2. Construction Manager shall evaluate and make recommendations to, and meet with, Tenant and Tenant's architect with respect to (i) the Tenant Improvements and the Tenant's budget for such Tenant Improvements, including without limitation the selection of materials, building systems and equipment; (ii) the schedule for such Tenant Improvements, including time requirements for procurement, installation and completion, long lead-time items and other critical decisions and dates that Tenant must be and remain aware of and observe; (iii) factors related to construction cost, including without limitation estimates of alternative designs and materials, and possible economies and so-called "value engineering"; and (iv) the review and comparative analysis of general contractors' bids and the qualifications of the subcontractors; .

3. Construction Manager shall (i) schedule and conduct meetings with Tenant, Tenant's and Landlord's architects, the general contractor and/or subcontractors regularly and with such frequency as Construction Manager recommends during the course of construction in order to review, discuss and assess the status of the work; (ii) visit and inspect the work regularly and with such frequency as Construction Manager recommends during the course of construction (and in any event not less frequently than weekly and/or at such other critical dates and phases of construction as are necessary or appropriate); (iii) provide or cause others to provide to Tenant written reports not less frequently than twice per month on the progress of the entire work; and (iv) review and approve, disapprove and/or make recommendations to Tenant regarding all requests for payment by the general contractor.

2. LANDLORD'S ALLOWANCE

As Landlord's contribution to work provided in Paragraph 1(a), Landlord shall provide Tenant with an allowance of Twenty Five and 12/100 Dollars ($25.12) per rentable square foot of the Premises, hereinafter referred to as "Landlord's Allowance". Notwithstanding the above, Tenant may, at Tenant's discretion, use all or any portion of the Landlord Allowance for costs related to design and construction of the Tenant Improvements, Tenant's signage costs, moving expenses and installation of Tenant's furniture; provided, however, that, except as provided in the following sentence, as a condition to Tenant's right to use Landlord's Allowance for the foregoing purposes, Tenant first shall be required to improve and finish all portions of the Premises in accordance with the Plans. With respect to costs incurred by Tenant and relating to the design of the Tenant Improvements, Tenant may submit invoices for such costs to Landlord for payment directly out of Landlord's Allowance.

3. TENANT'S COST

(a) Tenant shall bear the cost, if any, of the work described in Paragraph 1(a) over and above the Landlord's Allowance provided by Landlord under Paragraph 2 (Paragraph 3 work is hereinafter referred to as "Tenant's Cost"). Any modifications of any part of the work described in Paragraph 1(a) already completed that are requested by Tenant shall constitute part of Tenant's Cost.

(b) Subject to application of the Landlord's Allowance, Tenant shall pay for all costs associated with any Tenant-requested changes or modifications of the improvements as defined by the Plans in Paragraph 1(a) of this Exhibit "B" after the Plans have been approved by Tenant. Tenant will be liable for any increase in construction costs resulting from any Tenant Delay as defined in Paragraph 1(b) of the Lease.

(c) Until such time as Landlord's Allowance has been fully paid by Landlord, as invoices are received by Landlord for the completion of the Tenant Improvements, such invoices shall be paid by Landlord and Tenant jointly in the same proportion that each of such party's estimated share of the cost of the Tenant Improvements bears to the total cost of the Tenant Improvements. For example, if Tenant's estimate share of the cost of the Tenant Improvements is 25% of the total cost of the Tenant Improvements, then Tenant shall pay 25% of each invoice for the Tenant Improvements. Tenant shall pay such amount to Landlord within fifteen (15) days after receipt of such invoice. If Landlord's Allowance shall have been fully paid by Landlord, Tenant shall pay 100% of all remaining invoices for the Tenant Improvements.

4. PLANNING SCHEDULE

(a) Preparation and Approval of Plans:

(i) Tenant shall diligently pursue the preparation of the Plans FOR THE TENANT IMPROVEMENTS.

(ii) The Plans shall then be prepared in conformance with Landlord's requirements and all applicable codes, ordinances and laws, and shall specify materials and details of equal or better quality to Landlord's building standard. The Plans shall be subject to approval of Landlord and the Code Officials having jurisdiction. Tenant shall submit complete construction plans to Landlord for approval.

(b) Upon receipt of the approved Plans, Landlord shall provide a quotation based upon competitively bid sub-contract pricing for the work to Tenant for approval as the price for the Tenant Improvements and the amount to be paid by Tenant to Landlord for Tenant's Cost. Upon written approval of such price by Tenant, Landlord and Tenant shall be deemed to have given final approval to the Plans as the basis on which the quotation was made, and Landlord shall be authorized to proceed with the improvements of the Premises in accordance with such Plans. Tenant will not unreasonably withhold its approval of such price.

(c) Attached hereto as Schedule 2 and made a part hereof is a schedule approved by Landlord and Tenant for preparation and approval of the Plans and completion of the Tenant Improvements.

5. TENANT'S WORK

All work not within the scope of the normal construction trades employed in the Building, including, but not limited to, furnishing and installing of telephones, furniture, and office equipment, shall be furnished and installed by Tenant at Tenant's expense. Tenant shall adopt a schedule in conformance with the schedule of Landlord's contractors and conduct its work in such a manner as to maintain harmonious labor relations and as not to interfere unreasonably with or delay the work of Landlord's contractors. Tenant's contractors, subcontractors, and labor shall be acceptable to and approved by Landlord and shall be subject to the administrative supervision of Landlord. Contractors and subcontractors engaged by Tenant shall employ persons and means to insure so far as may be possible the progress of the work without interruption on account of strikes, work stoppages or similar causes for delay. Landlord shall give access and entry to the Premises to Tenant and its contractors and subcontractors and reasonable opportunity and time and reasonable use of facilities to enable Tenant to adapt the Premises for Tenant's use; provided, however, that if such entry is prior to the Commencement Date, such entry shall be subject to all the terms and conditions of the Lease, except the payment of rent (including monthly base rent and payments of Direct Operating Expenses).

SCHEDULE 1

The Base Building shell, systems and finishes shall include, but not be limited to, the following improvements when they have been installed and are operational:

i. Exterior walls and columns complete with gypsum wallboard installed, taped, finished, and floated ready for tenants applied finish;

ii. Broom-clean unfinished concrete floors level to f (f) number of 25;

iii. 2' x 4' Ceiling grid system installed throughout (2 foot intermediate t's stacked on floor) with high efficiency 2' x 4' 12 cell parabolic reflector fluorescent fixtures at a ratio of 12 ea/1000 RSF, stacked on floor and reveal edge acoustical ceiling tile (2 x 2; 15/16) stacked on the floor of the Premises;

iv. Building standard power grid for lighting installed above ceiling. Provide 5.5 watts/sf demand load for tenant 120/208V loads and 2 watts/sf 277/480V demand lighting loads plus core area building loads;

v. Men's and ladies' bathroom facilities with Building standard doors, lighting fixtures, and finishes located on each floor of the leased Premises;

vi. Main heating, ventilating and air conditioning rooms and equipment installed and operational. Provide and install the perimeter slot diffusers (fed by 12 PIU boxes) to cover the 15' perimeter zone around each floor. Provide 8 interior VAV boxes (within the Tenant space and dedicated to Tenant requirements) and 12 zones on floors 2 - 5 and commensurate ratio to 1st floor.

vii. Elevator lobby on the first floor of the Building completed with Class A finishes;

viii. Sprinkler risers and main loop installed on each floor based on open floor occupancy, together with one (1) sprinkler head turned up to slab, for each 225 square feet of rentable area in the leased Premises or as required by NFPA 13;

ix. Building standard drinking fountains installed and operational;

x. Fire valve cabinets or fire extinguisher cabinets, as applicable, as required by city codes for general office use occupancy, installed in stairways or core;

xi. Building fire stairs installed, and surrounding walls installed, taped and floated;

xii. Building core installed, with walls installed, taped, and floated, and with elevator shaft doors and door facings completed to Building standard finish (lighting, life safety and HVAC);

xiii. Electrical and telephone distributions rooms installed with panel boards. 7.5 watts of available power for tenants used (per paragraph iv. above);

xiv. Appropriate access provided for telephone trunk lines and Building standard voice communication speakers in core of each floor as required by applicable Building code installed and wired;

xv. Building smoke detectors, AVSTROBES and exit lights installed in core of each floor as required by applicable Building code;

xvi. All interior and exterior public areas of the Building are reasonably complete, including, but not limited to, applicable mechanical, lighting, electrical, elevator and plumbing facilities.

SCHEDULE 2

[To be finalized by Landlord and Tenant
and attached hereto on or before
February 28, 2002.]

Landlord:
                  --------------------------------------------

Tenant:
                  --------------------------------------------

Premises:
                  --------------------------------------------

Area:                                       Sq. Ft.     Lease Date:
                  --------------------------                        -----------

The undersigned Tenant/Landlord under the above-referenced lease (the "Lease") hereby ratifies the Lease and certifies to ___________________________ ("Landlord/Tenant") with respect to the real property of which the premises demised under the Lease (the "Premises") is a part, as follows:

1. That the term of the Lease commenced on _____________, 200___ and the Tenant is in full and complete possession of the Premises demised under the Lease and has commenced full occupancy and use of the Premises, such possession having been delivered by Landlord and having been accepted by the Tenant.

2. That the Lease calls for monthly rent installments of $____________ to date and that the Tenant is paying monthly installments of rent of $_____________ which commenced to accrue on the _______ day of ____________, 200____.

3. That no advance rental or other payment has been made in connection with the Lease, except rental for the current month. There is no "free rent" or other concession under the remaining term of the Lease, and the rent has been paid to and including _____________, 200____.

4. That a security deposit in the amount of $_____________ is being held by Landlord, which amount is not subject to any set off or reduction or to any increase for interest or other credit due to Tenant.

5. That all obligations and conditions under said Lease to be performed to date by Landlord or Tenant have been satisfied, free of defenses and set-offs including all construction work in the Premises.

6. That the Lease is a valid lease and in full force and effect and represents the entire agreement between the parties; that there is no existing default on the part of Landlord or the Tenant in any of the terms and conditions thereof and no event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default; and that said Lease has: (Initial One)

( ) not been amended, modified, supplemented, extended, renewed or assigned.

( ) been amended, modified, supplemented, extended, renewed or assigned as follows by the following described agreements:

7. That the Lease provides for a primary term of _______ months; the term of the Lease expires on the ____ day of ______________, 200____; and that: (Initial One)

( ) neither the Lease nor any of the documents listed in Paragraph 6 (if any), contain an option for any additional term or terms.

( ) the Lease and/or the documents listed under Paragraph 6, above, contain an option for two
(2) additional term(s) of five (5) years and zero month(s) (each) at a rent to be determined as follows: See Exhibit "E", Section 3, to the Lease.

8. That Landlord has not rebated, reduced or waived any amounts due from Tenant under the Lease, either orally or in writing, nor has Landlord provided financing for, made loans or advances to, or invested in the business of Tenant.

9. That, to the best reasonable actual knowledge of Tenant/Landlord, there is no apparent or likely contamination of the real property or the Premises by hazardous materials, and Tenant/Landlord does not use, nor has Tenant/Landlord disposed of, hazardous materials in violation of environmental laws on the real property or the Premises.

10. That there are no actions, voluntary or involuntary, pending against the Tenant/Landlord under the bankruptcy laws of the United States or any state thereof.

11. That this certification is made knowing that Landlord/Tenant is relying upon the representations herein made.

Dated:                              By:
       ------------------               ---------------------------------------
                                        Typed Name:
                                                   ----------------------------
                                        Title:
                                              ---------------------------------

EXHIBIT "D"

Added to and made part of Lease Agreement between Galleria 600, LLC, a Georgia limited liability company ("Landlord") And PRG-Schultz International, Inc. ("Tenant")

PREMISES ON FIRST FLOOR

[FLOOR LAYOUT]

EXHIBIT "D" (CONTINUED)

Added to and made part of Lease Agreement between Galleria 600, LLC, a Georgia limited liability company ("Landlord") And PRG-Schultz International, Inc. ("Tenant")

PREMISES ON EACH OF FULL FLOORS
(Floors Two Through Five)

[FLOOR LAYOUT]

EXHIBIT "E"

Added to and made part of Lease Agreement between Galleria 600, LLC, a Georgia limited liability company ("Landlord") and PRG-Schultz International, Inc., a Georgia corporation ("Tenant").

1. First Month's Rent. The First Month's Rent in the amount of Eighty Nine Thousand One Hundred Eighty and No/100 Dollars ($89,180.00) is due and payable upon Lease execution by both Tenant and Landlord.

2. Moving Allowance. In addition to the Tenant Allowance to be provided by Landlord as set forth in Exhibit "B" to this Lease, Landlord shall provide to Tenant a "Moving Allowance" to pay the costs of Tenant's move to the Premises. The Moving Allowance shall be the actual cost of said move to a limit of (not to exceed) Two and No/100 Dollars ($2.00) per rentable square foot contained in the Premises.

3. Grant of Renewal Options. Provided Tenant is not in uncured default at the time of exercise, and as long as Tenant or an Affiliate Transferee of Tenant is still in occupancy of the Premises at the time of exercise, Tenant shall have and is hereby granted by Landlord two (2) five
(5)-year options to renew this Lease as to the entire Premises, provided Tenant provides at least twelve (12) months' prior written notice to Landlord of Tenant's intent to renew for each such renewal term. The rental rate for each renewal term shall be the then current Building market rate. For purposes of this paragraph, the then current Building market rate shall be deemed to be the rental rate at which space in the then existing high-rise, first class office buildings in the Galleria complex in which the Building is a part (which buildings shall include the buildings currently designated as 100, 300, 400 and 600 Galleria Parkway, and such other office buildings as are constructed in the Galleria complex and available for occupancy prior to the commencement of the applicable renewal term and which are multi-tenant office buildings substantially similar in size, quality and amenities to the 100, 300, 400 and 600 Galleria Parkway office buildings, but shall exclude the 200 and 700 Galleria Parkway buildings), taking into consideration relevant factors including amount of space, location of space, term of the lease, base rental rate, escalations, base year for operating expenses, age of the building, whether such lease is for a new tenant or a renewing tenant, tenant improvement allowance, and lease concessions. At Tenant's request, Landlord shall provide copies of the leases (excluding irrelevant, confidential portions thereof) used by Landlord in calculating Landlord's proposed Building market rate. If there are insufficient leases in such office buildings during the previous twelve
(12)-month period to establish the Building market rate, or if Landlord and Tenant are unable to agree upon the Building market rate for the Premises based upon leases in such office buildings within thirty (30) days after Tenant's receipt of Landlord's proposed Building market rate and such requested lease copies, then the following provisions shall apply:

(i) Landlord and Tenant shall mutually select an MAI appraiser with at least ten (10) years experience in the metro Atlanta area. If Landlord and Tenant are unable to agree on an appraiser within twenty (20) days, Landlord and Tenant each shall select an MAI appraiser who shall then select a third MAI appraiser to act as the arbitrator (the appraiser so selected by Landlord and Tenant mutually, or by said appraisers, shall be referred to herein as the "ARBITRATOR"). Landlord and Tenant shall share the costs of the Arbitrator and each shall pay the costs of any appraiser selected by such party and not acting as the Arbitrator.

(ii) Within ten (10) days after selection of the Arbitrator, Landlord and Tenant shall each submit to the Arbitrator such party's proposed Building market rental rate.

(iii) Within thirty (30) days after the receipt by the Arbitrator of each party's proposed Building market rental rate, the Arbitrator shall then select either Landlord's or Tenant's proposed Building market rental rate as the Building market rental rate. The Arbitrator shall promptly provide written notice to Landlord and Tenant of the Arbitrator's selection of the Building market rental rate, and such selection shall be final and binding on Landlord and Tenant.

4. Right of First Refusal. Provided Tenant is not in uncured default at the time of exercise, Tenant shall have an on-going right of first refusal (the "ROFR") on unleased portions of the Adjoining Floor Space (as defined in Paragraph 5 of this Exhibit "E") (such unleased portions being hereinafter collectively referred to as the "ROFR Space"). Upon receipt of written notice from Landlord (an "ROFR Notice") that a third party has made a bonafide written offer to lease all or any marketable portion of such ROFR Space, such notice including, without limitation, a copy of such third party offer, that Landlord intends to accept, Tenant shall respond to Landlord within seven (7) business days as to whether it intends to lease such ROFR Space. If Tenant indicates that it will not lease the ROFR Space offered in the ROFR Notice, or if Tenant fails to respond within said seven (7) business day period, Landlord may proceed to lease such ROFR Space to a third party or parties on terms which shall not be more favorable to the tenant than as set forth in the third party offer, and Tenant shall have waived its right to lease such ROFR Space, provided that Landlord leases such ROFR Space within one hundred eighty (180) days thereafter. If Landlord fails to so lease such ROFR Space, then such ROFR Space must again be offered by Landlord to Tenant pursuant to this paragraph before Landlord may lease such ROFR Space to any parties other than Tenant. If Tenant indicates that it will lease such ROFR Space offered, Tenant and Landlord shall execute an amendment to this Lease for such ROFR Space within ten (10) days of Tenant notifying Landlord of its intention to lease such ROFR Space, such amendment to be on the same terms set forth in such third party offer; excepting, however, that (a) the term for such ROFR Space shall be coterminous with the term for the original Premises under this Lease (but in no event less than three (3) years as to such ROFR Space), and (b) the tenant improvement allowance set forth in such third party offer shall be adjusted on a prorata basis to reflect the adjustment in the term of said third-party offer made necessary to make said term coterminous with the term for the original Premises under this Lease.

5. Adjoining Floor Space. Prior to the leasing of all office space in the Building other than the 24,637 rentable square feet of space in the Building immediately adjacent to the Premises (the "Adjoining Floor Space"), Landlord shall lease the Adjoining Floor Space only to Tenant or to other prospective tenants whose needs as to contiguous space on a single floor of the Building (or two floors, if the Adjoining Floor Space is not all on one floor) cannot be met by other available space in the Building, as reasonably demonstrated by Landlord to Tenant. For purposes hereof, the Adjoining Floor Space shall be (a) the entire sixth (6th) floor of the Building, if Tenant does not increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease to include any portion of the sixth (6th) floor of the Building, (b) the entire seventh (7th) floor of the Building, if Tenant does increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease to include all of the sixth (6th) floor of the Building, (c) the remaining unleased portion of the sixth (6th) floor and a portion of the seventh (7th) floor of the Building, if Tenant does increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease to include a portion, but not all, of the sixth (6th) floor of the Building, (d) the remaining unleased portion of the fifth (5th) floor and a portion of the sixth (6th) floor of the Building, if Tenant decreases the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease so that the Premises includes a portion, but not all, of the fifth (5th) floor of the Building; (e) the entire eighth (8th) floor of the Building, if Tenant does increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease to include all of the sixth (6th) and seventh (7th) floors of the Building; or (f) the remaining unleased portion of the seventh
(7th) floor and a portion of the eighth (8th) floor of the Building, if Tenant does increase the size of the Premises pursuant to the provisions preceding Paragraph 1 of this Lease to include the entire sixth (6th) floor and a portion, but not all, of the seventh (7th) floor of the Building.

6. Leasing of Additional Space. In the event that Tenant desires to lease (other than pursuant to the ROFR) any unleased portion of the ROFR Space for the remainder of the Lease Term (but in any event for at least three
(3) years), then the rental rate for such space shall be the then current Building market rate (as determined in accordance with the provisions for determining Building market rate set forth in Paragraph 3 of this Exhibit E). In such event, the tenant improvement allowance for such ROFR Space shall be Landlord's Allowance set forth in this Lease per rentable square foot, reduced on a prorata basis to reflect the shorter lease term for such ROFR Space, so that the actual improvement allowance for such ROFR Space bears the same proportion to the stated Landlord's Allowance set forth in this Lease as the actual term for such ROFR Space bears to the original twelve (12)-year term of this Lease.

7. Signage Rights.

(a) So long as (i) PRG-Schultz International, Inc., as Tenant, leases and occupies at least One Hundred Seven Thousand Sixteen (107,016) rentable square feet of space in the Building, (ii) more than seventy five percent (75%) of the rentable square feet of space in the Building have been leased to one or more tenants, and (iii) PRG-Schultz International, Inc. leases and occupies more rentable square feet of space in the Building than any other single tenant in the Building, then PRG-Schultz International, Inc. shall have the right, but only during the original twelve (12) year term of this Lease, to place PRG-Schultz International, Inc.'s name on an exterior face of the Building on or at the top of the Building; provided, however, that if condition (i) set forth in this sentence shall cease to be true, then PRG-Schultz International, Inc. shall no longer have such right and, if such sign has been installed, shall remove such sign and repair any damage therefrom. All costs relating to the installation, construction, maintenance and removal of such sign shall be at the expense of PRG-Schultz International, Inc. Such signage shall in all events be subject to Landlord's prior architectural approval and approval as to location, and to compliance with all applicable governmental rules and regulations. The rights of PRG-Schultz International, Inc. set forth in this paragraph 7(a) shall not be assignable or transferable to any other person or entity, except that an assignee of this Lease that is an entity that Tenant controls, is controlled by Tenant, or is under common control with Tenant may continue to exercise such rights in accordance with this Paragraph 7(a). Landlord shall not permit any other tenant in the Building leasing less than thirty-five percent (35%) of the total rentable square feet in the Building to place signage on an exterior face of the Building on or at the top of the Building.

(b) Subject to Landlord's prior architectural approval and to compliance with all applicable governmental rules and regulations, Tenant, at Tenant's expense, shall be entitled to place Tenant's signage on the monument sign for the Building. To the extent available, Tenant may apply the Tenant Allowance towards such cost. Landlord agrees that Landlord shall not grant to more than six tenants total, or to any tenant in the Building leasing less than 24,500 rentable square feet of space, the right to place signage on such monument sign for the Building. Tenant shall have the right to have the top position on the Building monument sign if so desired by Tenant, unless Landlord leases a premises in the Building containing more rentable area to another tenant prior to Tenant's ordering of the fabrication of its signage for such monument sign.

8. Reserved Parking Spaces. At such time as at least seventy five percent (75%) of the Building is leased and occupied, Landlord shall provide to Tenant six (6) reserved covered parking spaces in the parking deck adjoining the Building. Such reserved spaces shall be marked with Landlord's standard signage for reserved parking spaces, and shall be free of charge to Tenant. Landlord shall not provide to any other tenant in the Building reserved parking spaces at materially more favorable locations than, or sooner than, those provided to Tenant.

9. Storage Space. Landlord shall lease 3,000 usable square feet of storage space in the Building to Tenant, and Tenant shall lease such space from Landlord, upon the terms and conditions contained in this Lease for the term hereof; provided, however, that the rental rate for such storage space shall be $13.00 per usable square foot throughout the term of this Lease. Such storage space shall not be counted or included for purposes of the calculation of Tenant's percentage share of Direct Operating Expenses, and Tenant shall not be required to pay Direct Operating Expenses rent pursuant to paragraph 2(c) of this Lease with respect to such storage space. Tenant

shall pay all reasonable costs of subdividing the Building storage space to accommodate Tenant's use thereof, including, without limitation, one-half (1/2) of the cost of any walls installed to separate and demise such storage space from the other storage space not leased by Tenant and/or from public corridors.

10. Health Club Initiation Fees Waiver. Landlord shall cause the operator of the health club located in the 300 Galleria Parkway Building to waive all up-front or one-time initiation fees and charges (but not the periodic dues) for all employees of Tenant, during the term of this Lease.

11. Georgian Club Initiation Fees Waiver. Landlord shall pay (or cause to be waived) all up-front or one-time initiation fees and charges for up to ten (10) memberships for Tenant in the Georgian Club located in the 100 Galleria Parkway Building, during the term of this Lease.

12. Subleasing Tenant's Existing Space. Tenant has represented to Landlord, and Landlord acknowledges, that Tenant is currently the tenant under that certain Lease ("Tenant's Existing Lease") dated July 11, 1998, between Tenant, as tenant thereunder, and Wildwood Associates, as landlord thereunder ("Existing Lease Landlord"), for space ("Tenant's Existing Space") identified as Suite 900 and containing approximately 62,576 rentable square feet of space in the building located at 2300 Wildwood, Atlanta, Georgia. Tenant represents to Landlord that the term of Tenant's Existing Lease shall expire on February 28, 2005. In the event that Tenant sublets any portion of Tenant's Existing Space, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Existing Space Rent (as defined below) when and as such Existing Space Rent is received by Tenant. As used in this paragraph, "Existing Space Rent" shall mean the excess of (i) all rents and other consideration which Tenant is entitled to receive by reason of any sublease of Tenant's Existing Space, less any reasonable costs incurred by Tenant in connection with the sublease for usual and customary subleasing costs and expenses including, without limitation, tenant concessions, improvements and/or other tenant inducements or allowances, brokerage commissions and legal fees, over (ii) the sum of (y) the rent otherwise payable for such portion of Tenant's Existing Space under Tenant's Existing Lease at such time, and (z) any transaction fees and/or "share" of subletting proceeds owed by Tenant to Existing Lease Landlord. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued as its fair market value. Tenant shall not amend or modify Tenant's Existing Lease, assign Tenant's Existing Lease, or sublet all or any portion of Tenant's Existing Space without the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed.

13. Satellite Dish. The following shall be applicable with respect to any satellite dish Tenant wishes to install:

(a) Tenant shall have the right, at Tenant's sole cost and expense, to install, maintain and operate a satellite dish antenna (or other communication equipment with a similar use) and related equipment (the "Dish") at a location on the roof of the Building mutually agreeable to Landlord and Tenant. The Dish shall be adequately screened from view and shall not be visible from ground level.

(b) If Tenant desires to locate the Dish on the roof of the Building, Tenant must first provide reasonable verification to Landlord that the weight of the Dish, method of installation and its location on the roof will not damage or harm the roof or other parts of the Building. Landlord will permit Tenant reasonable access to the roof of the Building, as needed, to install, maintain, operate, repair and/or remove the Dish. Tenant will exercise every reasonable effort to minimize any disruption of activity otherwise occurring in and about the Project in connection with Tenant's installation, maintenance and removal of the Dish. Any work involving penetration of the roof shall be performed by contractor(s) selected by Landlord or otherwise approved by Landlord in Landlord's sole, good faith discretion.

(c) Landlord may request that Tenant relocate the Dish, but only if Landlord is required to do so by applicable laws. In such event, Landlord and Tenant will agree to cooperate with each other to identify an alternate location on the Building that will comply with such laws. All expenses incurred in relocating the Dish pursuant to this subparagraph (c) shall be borne by Tenant.

(d) Tenant will insure that the Dish and each part of it will be installed in accordance with all local building and other laws. Tenant will immediately remove and hereby agrees to indemnify, defend and hold Landlord harmless in connection with any mechanics' liens upon the Property or the Building which result from work associated with the installation, maintenance or removal of the Dish. Tenant will obtain all FCC and all other licenses or approvals required to install and operate the Dish and shall operate the Dish in a manner that will not interfere with the quiet enjoyment or business operations of other tenants in the Building.

(e) Tenant shall indemnify and hold Landlord harmless from and against any and all claims, costs, demands, damages, and liabilities arising from Tenant's installation, removal, use or maintenance of the Dish. Such indemnity shall include damage to property (including the roof of the Building) and injury or death to persons.

(f) Tenant, at Tenant's sole cost and expense, shall remove the Dish upon the expiration or termination of this Lease and shall repair all damage to the Building or the Project as a result of Tenant's installation, maintenance, use or removal of the Dish.

14. Additional Amenities. During the Lease Term, Landlord shall maintain in the Building a conference room facility (having a size at least comparable to the existing conference room facility designated on Exhibit D hereto) for use by tenants in the Building. During the Lease Term, Landlord shall at all times keep space available for lease for a food service facility at the location in the Building designated on the floor plan attached

hereto as Exhibit D or at another location in the Building having a size comparable to the food service facility designated on Exhibit D hereto, and Landlord shall use good faith efforts to lease such space to a food service operator to provide food service to tenants in the Building.

15. Certain Tenants. Landlord hereby acknowledges that it is Landlord's intention to lease, maintain and operate the Building and the common areas thereof as a first-class, or class "A", building in the northwest metropolitan Atlanta office leasing sub-market. As such, without Tenant's prior approval, Landlord shall not lease space in the Building to a governmental entity, the leasing to which would, at the time of such leasing, necessitate substantial increases in the Direct Operating Expenses of the Building that would be passed through to Tenant or material adverse restrictions upon access, ingress and egress to and from the Building, parking deck and/or other common areas by Tenant and its agents, employees, invitees and visitors during normal business hours.

EXHIBIT "F"

LEASE GUARANTY

[Intentionally omitted.]

EXHIBIT "G"

INSURANCE

1. COMMERCIAL GENERAL LIABILITY POLICY (1986 OR LATER EDITION)

General Liability Limits:

$2,000,000 General Aggregate
$2,000,000 Products and Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence
$50,000 Fire Damage Limit (any one fire) $5,000 Medical Expense Limit (any one person)

Said policy shall have no deductible on Self Insured Retention without prior written approval.

2. UMBRELLA/EXCESS LIABILITY

General Limits:

$1,000,000 Each Occurrence
$1,000,000 General Aggregate

3. WORKERS COMPENSATION

The policy must comply with all statutory requirements

Employer's Liability:

$100,000 Bodily injury by accident

$500,000 Policy limit by disease $100,000 Bodily injury by disease each employee

4. TENANT PROPERTY

The policy must cover all direct physical loss equal to 100% replacement cost of Tenant's personal property, all improvements and alterations, fixtures and equipment.

All of said policies shall: (i) name Landlord, Landlord's agent, and Childress Klein Properties, Inc., together with their respective affiliates, as additional insureds and insure Landlord's contingent liability under this Lease (except for the worker's compensation policy, which shall instead include a waiver of subrogation endorsement in favor of Landlord), (ii) be issued by an insurance company licensed to do business in the State of Georgia which is acceptable to Landlord and rated at least "A" by A.M. Bests Rating Guide, and
(iii) provide that said insurance shall not be canceled unless thirty (30) days prior written notice shall have been given to Landlord and Landlord's property manager. Said policies or certificates thereof shall be delivered to Landlord and Landlord's property manager by Tenant upon commencement of the term of the Lease and upon each renewal of said insurance.

EXHIBIT 10.44

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Security Agreement") is entered into as of December 31, 2001 among THE PROFIT RECOVERY GROUP USA, INC., a Georgia corporation (the "Borrower"), THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation (the "Parent"), certain of the Domestic Subsidiaries of the Parent (such Domestic Subsidiaries, together with the Parent, individually a "Guarantor" and collectively the "Guarantors"; the Guarantors together with the Borrower, individually an "Obligor", and collectively the "Obligors") and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") for the lenders from time to time party to the Credit Agreement described below (the "Lenders").

RECITALS

WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, modified, extended, renewed or replaced from time to time, the "Credit Agreement"), among the Borrower, the Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their respective Loans and to issue Letters of Credit under the Credit Agreement that the Obligors shall have executed and delivered this Security Agreement to the Administrative Agent for the ratable benefit of the Lenders.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

(a) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code in effect in the State of Georgia on the date hereof are used herein as so defined: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Proceeds, Software, Supporting Obligation and Tangible Chattel Paper. For purposes of this Security Agreement, the term "Lender" shall include any Affiliate of any Lender which has entered into a Hedging Agreement with any Credit Party in connection with the Loans.

(b) In addition, the following terms shall have the following meanings:

"Copyright Licenses": any written agreement, naming any Obligor as licensor, granting any right under any Copyright including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement.

"Copyrights": (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright office including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 6.17 of the Credit Agreement.

"Patent License": all agreements, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 6.17 of the Credit Agreement.

"Patents": (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including, without limitation, any thereof referred to in Schedule 6.17 of the Credit Agreement, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 6.17 of the Credit Agreement.

"Secured Obligations": the collective reference to all of the Credit Party Obligations, now existing or hereafter arising pursuant to the Credit Documents, owing from the Borrower or any other Credit Party to any Lender or the Administrative Agent, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

"Trademark License": means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 6.17 of the Credit Agreement.

"Trademarks": (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof.

"Work": any work which is subject to copyright protection pursuant to Title 17 of the United States Code.

2. Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all personal property of such Obligor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter, including, without limitation, the following (collectively, the "Collateral"):

(a) all Accounts;

(b) all cash and currency;

(c) all Chattel Paper;

(d) all Commercial Tort Claims identified on Schedule 2(d) attached hereto;

(e) all Copyrights;

(f) all Copyright Licenses;

(g) all Deposit Accounts;

(h) all Documents;

(i) all Equipment;

(j) all Fixtures;

(k) all General Intangibles;

(l) all Instruments;

(m) all Inventory;

(n) all Investment Property;

(o) all Letter-of-Credit Rights;

(p) all Patents;

(q) all Patent Licenses;

(r) all Software;

(s) all Supporting Obligations;

(t) all Trademarks;

(u) all Trademark Licenses; and

(v) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing.

The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

3. Provisions Relating to Accounts.

(a) Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any Lender of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) Once during each calendar year or at any time after the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, upon the Administrative Agent's reasonable request and at the expense of the Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. The Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them

to the Administrative Agent's reasonable satisfaction the existence, amount and terms of any Accounts.

4. Representations and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured Obligations remain outstanding or any Credit Document or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments shall have been terminated:

(a) Legal Name; Chief Executive Office.

(i) Each Obligor's exact legal name, state of incorporation or formation, principal place of business and chief executive office are (and for the four months prior to the date hereof has been) as set forth on Schedule 4(a)(i) attached hereto.

(ii) Other than as set forth on Schedule 4(a)(ii) attached hereto, no Obligor has been party to a merger, consolidation or other change in structure or used any tradename in the four months prior to the date hereof.

(b) Ownership. Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

(c) Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

(d) Types of Collateral. None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods or Farm Products.

(e) Accounts. (i) Each Account of the Obligors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Obligor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Obligor to, the account debtor named therein, (iii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the control of, the Administrative Agent and (iv) no surety bond was required or given in connection with any Account of an Obligor or the contracts or purchase orders out of which they arose.

(f) Inventory. No Inventory is held by an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

(g) Copyrights, Patents and Trademarks.

(i) Schedule 6.17 to the Credit Agreement includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Obligor in its own name, or to which any Obligor is party, as of the date hereof.

(ii) To the best of each Obligor's knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

(iii) Except as set forth in Schedule 6.17 to the Credit Agreement, none of such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement.

(iv) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any Copyright, Patent or Trademark.

(v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or which, if adversely determined, would have a material adverse effect on the value of any Copyright, Patent or Trademark.

(vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable.

(vii) No Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Obligor hereunder.

5. Covenants. Each Obligor covenants that, so long as any of the Secured Obligations remain outstanding or any Credit Document or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments shall have been terminated, such Obligor shall:

(a) Other Liens. Defend the Collateral against the claims and demands of all other parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, except as permitted under the Credit Agreement.

(b) Preservation of Collateral. Keep the Collateral in good order, condition and repair and not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, bylaw, rule, regulation or ordinance.

(c) Instruments/Tangible Chattel Paper/Documents. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document, such Obligor shall ensure than such Instrument, Tangible Chattel Paper or Document is either in the possession of such Obligor at all times or, if requested by the Administrative Agent, is immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent. Such Obligor shall ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent's security interest in such Tangible Chattel Paper.

(d) Change in Structure, Location or Type. Not, without providing 10 days prior written notice to the Administrative Agent and without filing such financing statements and amendments to any previously filed financing statements as the Administrative Agent may require, change its name or state of formation or be party to a merger, consolidation or other change in structure or use any tradename.

(e) Inspection. Upon reasonable notice, and during reasonable hours, at all times allow the Administrative Agent or its representatives to visit and inspect the Collateral as set forth in
Section 7.10 of the Credit Agreement.

(f) Authorization. Authorize the Administrative Agent to prepare and file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably deem necessary, appropriate or convenient in order to perfect and maintain the security interests granted hereunder in accordance with the UCC.

(g) Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached

hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and reasonably assure the Administrative Agent of its rights and interests hereunder. To that end, each Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable and in effect so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans shall remain outstanding, and until all of the Commitments thereunder shall have terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its reasonable discretion desire to file the same. In the event for any reason the law of any jurisdiction other than Georgia becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of an Obligor's agents and the Administrative Agent so requests, such Obligor agrees to notify such agents in writing of the Administrative Agent's security interest therein and, upon the Administrative Agent's request, instruct them to hold all such Collateral for the Lenders' account and subject to the Administrative Agent's instructions. Each Obligor agrees to mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.

(h) Control. Execute and deliver all agreements, assignments, instruments or other documents as the Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the UCC with respect to any Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

(i) Collateral held by Warehouseman, Bailee, etc. If any Collateral is at any time in the possession or control of a warehouseman, bailee, agent or processor of such Obligor, (i) notify the Administrative Agent of such possession or control, (ii) notify such Person of the Administrative Agent's security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for the Administrative Agent's account and subject to the Administrative Agent's instructions and (iv) use its best efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

(j) Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of an Obligor's business.

(k) Covenants Relating to Copyrights.

(i) Employ the Copyright for each Work with such notice of copyright as may be required by law to secure copyright protection.

(ii) Not do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any material Copyright may become injected into the public domain; (B) notify the Administrative Agent immediately if it knows that any material Copyright may become injected into the public domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the United States or any other country) regarding an Obligor's ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each material Copyright owned by an Obligor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Administrative Agent of any material infringement of any material Copyright of an Obligor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

(iii) Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Obligor hereunder.

(l) Covenants Relating to Patents and Trademarks.

(i) (A) Continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated.

(ii) Not do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated.

(iii) Notify the Administrative Agent and the Lenders immediately if it knows that any application or registration relating to any Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding an Obligor's ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same.

(iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby.

(v) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents and

Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(vi) Promptly notify the Administrative Agent and the Lenders after it learns that any Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

(vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

(m) New Patents, Copyrights and Trademarks. Promptly provide the Administrative Agent with (i) a listing of all applications, if any, for new Copyrights, Patents or Trademarks (together with a listing of the issuance of registrations or letters on present applications), which new applications and issued registrations or letters shall be subject to the terms and conditions hereunder, and
(ii) (A) with respect to Copyrights, a duly executed Notice of Security Interest in Copyrights, (B) with respect to Patents, a duly executed Notice of Security Interest in Patents, (C) with respect to Trademarks, a duly executed Notice of Security Interest in Trademarks or (D) such other duly executed documents as the Administrative Agent may reasonably request in a form acceptable to counsel for the Administrative Agent and suitable for recording to evidence the security interest in the Copyright, Patent or Trademark which is the subject of such new application.

(n) Insurance. Insure, repair and replace the Collateral of such Obligor as set forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Administrative Agent hereunder.

(o) Commercial Tort Claims.

(i) Promptly notify the Administrative Agent in writing of the initiation of any Commercial Tort Claim before any Governmental Authority by or in favor of such Obligor or any of its Subsidiaries.

(ii) Execute and deliver such statements, documents and notices and do and cause to be done all such things as the Administrative Agent may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain the Administrative Agent's security interest in any Commercial Tort Claim.

6. Advances by Lenders. On failure of any Obligor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole

discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent or the Lenders may make for the protection of the security hereof or which may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the default rate specified in Section 3.1 of the Credit Agreement for Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the Administrative Agent or the Lenders on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any default under the terms of this Security Agreement, the other Credit Documents or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans. The Lenders may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

7. Events of Default.

The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an Event of Default hereunder (an "Event of Default").

8. Remedies.

(a) General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Lenders shall have, in addition to the rights and remedies provided herein, in the Credit Documents, in any Hedging Agreement between any Credit Party and any Lender in connection with the Loans or by law (including, but not limited to, levy of attachment, garnishment, and the rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Administrative Agent at the expense of the Obligors any Collateral at any place and time designated by the Administrative Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of

law, all of which each of the Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Neither the Administrative Agent's compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the Lenders with respect to the Secured Obligations, the Obligors shall pay the Administrative Agent and each of the Lenders all reasonable documented costs and expenses incurred by the Administrative Agent or any such Lender, including, but not limited to, reasonable attorneys' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the Lenders or the Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.1 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the Lenders may further postpone such sale by announcement made at such time and place.

(b) Remedies relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent. In addition, the Administrative Agent or its designee shall have the right to enforce any Obligor's rights against its customers and account debtors and may notify any Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the Administrative Agent or of the Administrative Agent's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any

Account, and, in the Administrative Agent's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lenders in the Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent's own convenience and that such Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance in good faith of a check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Administrative Agent or the Lenders (each, an "Indemnified Party") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

(c) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuance thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

(d) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the Lenders to exercise any right, remedy or option under this Security Agreement, any other Credit Document, any Hedging Agreement between any Credit Party and any Lender in connection with the Loans or as provided by law, or any delay by the Administrative Agent or the Lenders in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the Lenders shall only be granted as provided herein. To the extent permitted by law, neither the Administrative Agent, the Lenders, nor any party acting as attorney for the Administrative Agent or the Lenders, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agent and the Lenders under this Security

Agreement shall be cumulative and not exclusive of any other right or remedy which the Administrative Agent or the Lenders may have.

(e) Retention of Collateral. The Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.

(f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Lenders are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the default rate specified in Section 3.1 of the Credit Agreement for Revolving Loans that are Base Rate Loans, together with the costs of collection and the reasonable fees of any attorneys employed by the Administrative Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

9. Rights of the Administrative Agent.

(a) Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative Agent, on behalf of the Lenders, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default:

(i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;

(ii) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

(iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

(iv) to receive, open and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor

on behalf of and in the name of such Obligor, or securing, or relating to such Collateral;

(v) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

(vi) to adjust and settle claims under any insurance policy relating to the Collateral;

(vii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably determine necessary in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

(viii) to institute any foreclosure proceedings that the Administrative Agent may deem appropriate; and

(ix) to do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable (i) for so long as any of the Secured Obligations remain outstanding, any Credit Document or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding and (ii) until all of the Commitments shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

(b) Performance by the Administrative Agent of Obligations. If any Obligor fails to perform any agreement or obligation contained herein, the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the

reasonable expenses of the Administrative Agent incurred in connection therewith shall be payable by the Obligors on a joint and several basis pursuant to Section 24 hereof.

(c) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations and any portion thereof and/or the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Security Agreement in relation thereto.

(d) The Administrative Agent's Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.

10. Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any of the Lenders in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in
Section 3.15(b) of the Credit Agreement, and each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent's sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

11. Costs of Counsel. If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Administrative Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree to promptly pay upon demand any and all such reasonable documented costs and expenses of the Administrative Agent, all of which costs and expenses shall constitute Secured Obligations hereunder.

12. Continuing Agreement.

(a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain

outstanding or any Credit Document or any Hedging Agreement between any Credit Party and any Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments thereunder shall have terminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Security Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Obligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

(b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

13. Amendments; Waivers; Modifications. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.6 of the Credit Agreement.

14. Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders hereunder, to the benefit of the Administrative Agent and the Lenders and their successors and permitted assigns; provided, however, that none of the Obligors may assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law, each Obligor hereby releases the Administrative Agent and each Lender, and its successors and assigns, from any liability for any act or omission relating to this Security Agreement or the Collateral, except as set forth in Section 8(d) hereof and except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent, or such Lender, or its officers, employees or agents.

15. Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 11.1 of the Credit Agreement.

16. Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which

shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart.

17. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.

18. Governing Law; Submission to Jurisdiction; Venue.

(a) THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. Any legal action or proceeding with respect to this Security Agreement may be brought in the courts of the State of Georgia, or of the United States for the Northern District of Georgia, Atlanta Division, and, by execution and delivery of this Security Agreement, each Obligor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Obligor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1 of the Credit Agreement, such service to become effective 3 Business Days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Obligor in any other jurisdiction.

(b) Each Obligor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Security Agreement brought in the courts referred to in subsection
(a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

19. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

21. Entirety. This Security Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any Hedging Agreement between any Credit Party and any Lender in connection with the Loans or the transactions contemplated herein and therein.

22. Survival. All representations and warranties of the Obligors hereunder shall survive the execution and delivery of this Security Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement.

23. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent and the Lenders shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent and the Lenders have the right, in their sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent and the Lenders shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Administrative Agent's and the Lenders' rights or the Secured Obligations under this Security Agreement, under any other of the Credit Documents or under any Hedging Agreement between any Credit Party and any Lender in connection with the Loans.

24. Joint and Several Obligations of Obligors.

(a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them.

(b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Credit Documents and any Hedging Agreement between any Credit Party and any Lender in connection with the Loans, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them.

(c) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be

adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the obligations of a Guarantor under the Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligation subject to avoidance under applicable law (whether federal or state and including, without limitation, Section 548 of the Bankruptcy Code).

25. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

[remainder of page intentionally left blank]

Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

BORROWER: THE PROFIT RECOVERY GROUP USA, INC.,

a Georgia corporation

                               By:     /s/ Donald E. Ellis, Jr.
                                   --------------------------------------------
                               Name:   Donald E. Ellis, Jr.
                               Title:  Executive Vice President - Finance,
                                       Chief Financial Officer and Treasurer


GUARANTORS:                    THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.,
                               a Georgia corporation

                               By:     /s/ Donald E. Ellis, Jr.
                                   --------------------------------------------
                               Name:   Donald E. Ellis, Jr.
                               Title:  Executive Vice President - Finance,
                                       Chief Financial Officer and Treasurer

PRGFS, INC.,
PRGLS, INC.,
PRGRS, INC.,
each a Delaware corporation

By:     /s/ Donald E. Ellis, Jr.
    --------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance

PRG ACQUISITION, INC.,
a Georgia corporation

By:     /s/ Donald E. Ellis, Jr.
    --------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance

GUARANTORS:                    THE PROFIT RECOVERY GROUP U.K., INC.,
                               THE PROFIT RECOVERY GROUP ASIA, INC.,
                               THE PROFIT RECOVERY GROUP CANADA, INC.,
                               THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.,
                               THE PROFIT RECOVERY GROUP NETHERLANDS, INC.,
                               THE PROFIT RECOVERY GROUP BELGIUM, INC.,
                               THE PROFIT RECOVERY GROUP MEXICO, INC.,
                               THE PROFIT RECOVERY GROUP FRANCE, INC.,
                               THE PROFIT RECOVERY GROUP AUSTRALIA, INC.,
                               THE PROFIT RECOVERY GROUP GERMANY, INC.,
                               PRG INTERNATIONAL, INC.,
                               THE PROFIT RECOVERY GROUP SWITZERLAND, INC.,
                               THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.,
                               THE PROFIT RECOVERY GROUP SPAIN, INC.,
                               THE PROFIT RECOVERY GROUP ITALY, INC.,
                               THE PROFIT RECOVERY GROUP GREECE, INC.,
                               THE PROFIT RECOVERY GROUP PORTUGAL, INC.,
                               PAYMENT TECHNOLOGIES, INC.,
                               THE PROFIT RECOVERY GROUP COSTA RICA, INC.,
                               each a Georgia corporation


                               By:     /s/ Donald E. Ellis, Jr.
                                   --------------------------------------------
                               Name:   Donald E. Ellis, Jr.
                               Title:  Executive Vice President - Finance,
                                       Chief Financial Officer and Treasurer

PRG HOLDING CO. (FRANCE) NO. 1 LLC,
PRG HOLDING CO. (FRANCE) NO. 2 LLC,
each a Delaware limited liability company

By:     /s/ Donald E. Ellis, Jr.
    --------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance,
        Chief Financial Officer and Treasurer

PRG USA, INC.,
a Georgia corporation

By:     /s/ Donald E. Ellis, Jr.
    --------------------------------------------
Name:   Donald E. Ellis, Jr.
Title:  Executive Vice President - Finance,
        Chief Financial Officer and Treasurer

Accepted and Agreed to as of the date first above written:

BANK OF AMERICA, N.A.,
in its capacity as the Administrative Agent

By:     /s/ Nancy S. Goldman
   --------------------------------
Name:   Nancy S. Goldman
      -----------------------------
Title:  Senior Vice President
      -----------------------------

SCHEDULE 2(d)

COMMERCIAL TORT CLAIMS

The Profit Recovery Group USA, Inc v. Neil Loder de Assoc, et al. U.S. District Court Central District of California (Western Div.) Case No. 01-CV-6200

                                                            STATE OF
   OBLIGOR / PRINCIPAL PLACE OF BUSINESS                    FORMATION
   -------------------------------------                    ---------

PAYMENT TECHNOLOGIES. INC. (1)                               Georgia

THE PROFIT RECOVERY GROUP ASIA, INC,                         Georgia
60 MARTIN Road
#06-09 TradeMart Singapore
SINGAPORE 239065

THE PROFIT RECOVERY GROUP AUSTRALIA, INC.                    Georgia
Caulfield Business Centers
189-191 Balaclava Road
Caulfield, Victoria 3161
AUSTRALIA

THE PROFIT RECOVERY GROUP BELGIUM, INC.                      Georgia
The Profit Recovery Group Belgium, Inc.
114 Rue Chaptal
92532 Levallois Peret
FRANCE

THE PROFIT RECOVERY GROUP CANADA, INC.                       Georgia
The Profit Recovery Group Canada, Inc.
1415 Bonhill Road Unit 3 & 4
Mississauga, ON LSR 1R2
CANADA

THE PROFIT RECOVERY GROUP COSTA RICA, INC.                   Georgia
Edifcio Lachner, del Mall San Pedro 200 metros nortc
altos de POPS Fantasia, tercer piso
San Pedro, San Jose
COSTA RICA

THE PROFIT RECOVERY GROUP FRANCE, INC.                       Georgia
114 Rue Chaptal
92532 Levallois Peret
FRANCE

THE PROFIT RECOVERY GROUP GERMANY, INC.                      Georgia
Robert-Bosch Strasse 25A
D-63225 Langen
GERMANY

THE PROFIT RECOVERY GROUP GREECE, INC. (1)                   Georgia

                                                             STATE OF
    OBLIGOR / PRINCIPAL PLACE OF BUSINESS                    FORMATION
    -------------------------------------                    ---------

THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. (1)             Georgia

THE PROFIT RECOVERY GROUP ITALY, INC.                         Georgia
Paradigm 21A
Parma 43100
ITALY

THE PROFIT RECOVERY GROUP MEXICO, INC.                        Georgia
The Profit Recovery Group Mexico, Inc.
Campos Eliseos 1A Piso 2
Col Bosque de Chapultepec 11560
MEXICO D.F.

THE PROFIT RECOVERY GROUP NETHERLANDS, INC. (1)               Georgia

THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.                   Georgia
The Profit Recovery Group New Zealand, Inc.
Suite 3/19 Ryde Road
Pymble NSW 2073
AUSTRALIA

THE PROFIT RECOVERY GROUP PORTUGAL, INC. (1)                  Georgia

THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.                  Georgia
9 Summit Road
Dunkeld West
Sandton 2196
SOUTH AFRICA

THE PROFIT RECOVERY GROUP SPAIN, INC.                         Georgia
Calle Maldonado 25
28006 Madrid
SPAIN

THE PROFIT RECOVERY GROUP SWITZERLAND, INC.                   Georgia
c/o KPMG Private
14 Chemin de Nornandie
Geneva
SWITZERLAND

THE PROFIT RECOVERY GROUP UK, INC,                            Georgia
Meridian House
202-204 Finchley Road
London, NW3 6BX
ENGLAND

                                                             STATE OF
    OBLIGOR / PRINCIPAL PLACE OF BUSINESS                    FORMATION
    -------------------------------------                    ---------

THE PROFIT RECOVERY GROUP USA, INC. (1)                       Georgia

PRG INTERNATIONAL, INC. (1)                                   Georgia

PRG USA. INC. (1)                                             Georgia

PRG, INC.(1)                                                  Georgia

PRGFS, INC. (2)                                               Delaware

PRGLS, INC. (2)                                               Delaware

PRGRS, INC. (2)                                               Delaware

PRG Holding Company (France) No. 1, LLC (2)                   Delaware

PRG Holding Company (France) No. 2, LLC (2)                   Delaware

The Chief Executive Address for each of the above Obligors is:

2300 Windy Ridge Parkway, Suite 100N
Atlanta, Georgia 30339-8426

(1) The Principal Place of Business for the Obligor is:

2300 Windy Ridge Parkway, Suite 100N
Atlanta, Georgia 30339-8426

(2) The Principal Place of Business for the Obligor is:
801 West Street, Second Floor
Wilmington, Delaware 19801

MERGERS, CONSOLIDATIONS, CHANGES IN STRUCTURE, USE OF TRADENAMES

No Obligor has been party to a merger, consolidation or other change in structure or used any tradename in the four (4) months prior to the date hereof.

SCHEDULE 5(f)(i)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

United States Copyright Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of December 31, 2001 (as the same may be amended, modified, extended or restated from time to time, the "Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of America, N.A., as Administrative Agent (the "Administrative Agent") for the Lenders referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

                                                                Date of
Copyright No.              Description of Copyright            Copyright
-------------              ------------------------            ---------

   Copyright               Description of Copyright           Date of Copyright
Applications No.                 Applied For                    Applications
----------------                 -----------                    ------------

The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,

----------------------------------,

Obligor's Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

SCHEDULE 5(f)(ii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

United States Patent and Trademark Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of December 31, 2001 (the "Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of America, N.A., as Administrative Agent (the "Administrative Agent") for the Lenders referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

                             Description of Patent                Date of
Patent No.                            Item                         Patent
----------------             ---------------------              --------------

    Patent                   Description of Patent              Date of Patent
Applications No.                 Applied For                     Applications
----------------             ---------------------              --------------

The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,

Obligor's Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

SCHEDULE 5(f)(iii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of December 31, 2001 (the "Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of America, N.A., as Administrative Agent (the "Administrative Agent") for the Lenders referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

                           Description of Trademark                  Date of
Trademark No.                         Item                           Trademark
-------------              ------------------------                  ---------

   Trademark               Description of Trademark           Date of Trademark
Applications No.                  Applied For                    Applications
----------------           ------------------------           -----------------

The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,

----------------------------------,

Obligor's Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent