EXHIBIT 10.8

                  FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT


THIS FIRST AMENDMENT TO INVESTOR  RIGHTS  AGREEMENT is made and entered in as of
March  30,  2006  by  and  among  PRG-Schultz  International,  Inc.,  a  Georgia
corporation  (the  "Company"),   Berkshire  Fund  V,  Limited   Partnership,   a
Massachusetts  limited  partnership,  Berkshire  Investors LLC, a  Massachusetts
limited  liability  company,  and Blum  Strategic  Partners II, L.P., a Delaware
limited partnership.

WHEREAS,  Garth H. Greimann has resigned as a director of the Company  effective
on March 30, 2006; and

WHEREAS,  Berkshire  Fund V, Limited  Partnership  and  Berkshire  Investors LLC
(collectively, "Berkshire") are willing to waive and relinquish (i) all existing
and future rights pursuant to Section 1 of the Investor  Rights  Agreement dated
August 27, 2002 (the "Investor Rights Agreement") between the Company, Berkshire
and Blum  Strategic  Partners II, L.P.  ("Blum") to require the Company to cause
its Board of Directors to designate Ross M. Jones or another  person  designated
by Berkshire as a nominee for election to the Company's Board, (ii) all existing
and future  observer  rights of Berkshire  pursuant to Section 3 of the Investor
Rights  Agreement,  and (iii) any and all other  existing and future rights that
Berkshire may have pursuant the Investor Rights Agreement; and

WHEREAS,  Blum is also  willing to waive and  relinquish  any existing or future
rights it may have under Sections 1 and 3 of the Investor Rights Agreement;

NOW  THERFORE,  in  consideration  of $10.00 and the mutual  promises  set forth
below, the parties agree as follows:

1. Effective March 30, 2006, the Investor Rights  Agreement is hereby amended by
deleting Sections 1 and 3 in their entirety.

2. Effective March 30, 2006,  Berkshire hereby waives and relinquishes any other
rights Berkshire may have pursuant to the Investor Rights Agreement and shall no
longer be parties to the Investor Rights Agreement as amended hereby.

3. Blum hereby waives and  relinquishes any existing or future right it may have
pursuant to Sections 1 and 3 of the Investor Rights Agreement.

4. Except as  specifically  modified by this First  Amendment to Investor Rights
Agreement,  the remaining  provisions of the Investor Rights Agreement remain in
full  force  and  effect.  This  amendment  may  be  executed  in  one  or  more
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same amendment.






IN WITNESS  WHEREOF,  the parties  have caused this First  Amendment to Investor
Rights Agreement to be duly executed as of the date first above written.


PRG-SCHULTZ INTERNATIONAL, INC.



By: /s/ C. McKellar, Jr.
   ----------------------------------
Title:  S.V.P.


BERKSHIRE FUND V, LIMITED PARTNERSHIP

By:  Fifth Berkshire Associates LLC, its General Partner


By: /s/ Garth H. Greimann
   ----------------------------------
Title: Advisory Director


BERKSHIRE INVESTORS, LLC


By: /s/ Garth H. Greimann
   ----------------------------------
Title: Advisory Director


BLUM STRATEGIC PARTNERS II, L.P.

By:  Blum Strategic GP II, L.L.C., its General Partner


By: /s/ Gregory Hitchan
   ----------------------------------
Title: Member & General Counsel