EXHIBIT 10.1


                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                         RESTRUCTURING SUPPORT AGREEMENT

     This  AMENDED AND  RESTATED  RESTRUCTURING  SUPPORT  AGREEMENT  is made and
entered into as of February 1, 2006 (the  "Agreement") by and among  PRG-Schultz
International,  Inc., a Georgia  corporation  ("PRG" or the "Company"),  and (i)
each of the undersigned  beneficial  owners (or investment  managers or advisors
for the  beneficial  owners) of the Notes (as defined below) and (ii) each other
beneficial owner (or investment manager or advisor for such beneficial owner) of
the Notes that executes a counterpart signature page to this Agreement after the
date  of  this  Agreement,   as  provided  herein  (each,  a  "Noteholder"   and
collectively, the "Noteholders").

                                    RECITALS:

     A. PRG has issued and outstanding  $125,000,000  aggregate principal amount
of its 4-3/4% Convertible  Subordinated Notes due 2006 (the "Notes") pursuant to
that certain indenture, dated as of November 26, 2001 (the "Indenture"), between
PRG (as successor in interest to The Profit Recovery Group International,  Inc.)
and SunTrust Bank, as trustee.

     B. The Noteholders  are beneficial  owners of the Notes (and/or are serving
as the  investment  advisors  or  managers  or in a  similar  capacity  for  the
beneficial  owners of such Notes,  having the power to enter into this Agreement
on behalf of such  beneficial  owners)  in the  respective  aggregate  principal
amounts  separately  disclosed to PRG on a confidential basis (provided that the
aggregate  principal amount of the holdings of all the Noteholders  shall not be
deemed confidential).

     C. The Company and the  Noteholders  are currently  parties to that certain
Restructuring  Support  Agreement  dated as of December 23, 2005 (the  "Original
RSA")  setting  forth the terms of a  proposed  financial  restructuring  of the
Notes.

     D. The Company and the Noteholders  desire to modify and amend the terms of
the Original RSA as set forth herein.

     E. Exhibit A hereto (the "Term Sheet") and the provisions  hereof set forth
the basic terms of a financial restructuring of the Notes to be realized through
an exchange offer (the "Exchange Offer" and,  collectively with any transactions
substantially  as  contemplated  by  the  Term  Sheet  or  this  Agreement,  the
"Restructuring").

     F. The  parties  have  agreed  to the  terms of the  Restructuring  and the
Noteholders  each have  agreed to  support  the  Restructuring  on the terms and
conditions set forth herein.

     G.  The  Company  intends  to (i)  conduct  the  Exchange  Offer as soon as
practicable and (ii) use commercially reasonable efforts to obtain acceptance of
the Exchange Offer by the holders of 99% of the outstanding Notes.




                                   AGREEMENT:

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

     Section 1. General.

     (a) The Company  agrees and covenants  that,  subject to the conditions set
forth on the Term Sheet, it will use its commercially reasonable best efforts to
complete the Restructuring through the Exchange Offer.

     (b) The  parties  shall  negotiate  in  good  faith  (i) the  documentation
regarding the  Restructuring  contemplated by the Term Sheet,  (ii) the Exchange
Offer,   and  (iii)  the  other  documents   contemplated   hereby  and  thereby
(collectively, the "Restructuring Documents").

     (c) The parties hereto shall not (i) object to, delay,  impede, or commence
any proceeding pertaining to, or take any other action to interfere, directly or
indirectly,  in any material respect with the acceptance or  implementation  of,
the Restructuring  provided that the terms of the final Restructuring  Documents
are  materially  consistent  with  the  Term  Sheet  and  otherwise  in form and
substance  satisfactory to the Company and the  Noteholders in their  reasonable
discretion,  (ii)  encourage  or  support  any person or entity to do any of the
foregoing,  (iii) in the case of the Noteholders,  exercise any rights under any
indenture  or other  agreement  with the  Company  or  instruct  any  trustee to
exercise any such rights except as consistent with this Agreement,  or (iv) seek
or solicit,  propose, file, support,  encourage, vote for, consent to, instruct,
or engage in discussions with any person or entity,  other than PRG,  concerning
any restructuring,  workout,  plan of reorganization,  dissolution,  winding up,
acquisition or liquidation of PRG and/or its affiliates, other than the Exchange
Offer,  provided  that the Company may,  upon one  Business  Day's notice to the
other  parties  hereto,   respond  to  and  engage  in  discussions   concerning
unsolicited  offers that the Company's board of directors believes in good faith
will lead to an  alternative  transaction  that would  provide more value to the
holders of the Notes and to PRG's current shareholders than the Restructuring.

     (d) The parties  agree  nothing in this  Agreement  shall limit,  modify or
otherwise  effect any of the Lenders' rights under that certain Credit Agreement
among PRG-Schultz USA, Inc as Borrower, PRG and certain of its other affiliates,
as Guarantors  and certain of the  Noteholders,  as Lenders,  dated December 23,
2005 (the "Bridge Loan Credit  Agreement"),  or any  documents  related  thereto
(collectively, the "Bridge Loan Documents").

     Section 2. Support for the Restructuring.

     (a) PRG agrees and covenants that it will use commercially  reasonable best
efforts  to take or  cause  to be  taken  all  actions  commercially  reasonably
necessary and  appropriate in furtherance  of the Exchange  Offer,  including as
promptly as practicable to:

     (1) prepare the solicitation  materials relating to the Exchange Offer (the
"Solicitation  Materials") in form and substance consistent with the Term Sheet,
except to the extent otherwise consented to by the Noteholders;



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     (2) commence the Exchange Offer and disseminate the Solicitation  Materials
in a manner customary for comparable transactions;

     (3) seek satisfaction of all conditions precedent to the Restructuring;

     (4)  defend  in good  faith  any  suit or  other  legal  or  administrative
proceeding seeking to interfere with, impair or impede the Restructuring;

     (5) promptly amend the Solicitation  Materials,  as necessary and as may be
required  by  applicable  law and provide a draft of such  amended  Solicitation
Materials to the Ad Hoc Committee prior to the distribution of such materials to
holders of the Notes;

     (6) not solicit or encourage  others to formulate  any other tender  offer,
settlement offer, or exchange offer for the Notes other than the Exchange Offer;

     (7) so long as this  Agreement is effective and has not been  terminated in
accordance with Section 5 or 6, hereof,  and except to the extent  necessary for
the  fulfillment of the fiduciary  duties of the Company's board of directors as
referred to in Section 6(c) hereof,  not object to, nor  otherwise  commence any
proceeding to oppose, the Restructuring, it being understood and agreed that the
Company  shall  not seek,  solicit,  support,  consent  to,  participate  in the
formulation of, or encourage any other plan, sale, proposal, or offer of winding
up,  liquidation,   reorganization,   merger,  consolidation,   dissolution,  or
restructuring of the Company;

     (8) subject to the  satisfaction  or waiver of any conditions  precedent to
the Exchange  Offer,  consummate the Exchange Offer,  including  delivery of all
securities  required to be issued thereunder  (within the time that is customary
for transactions of this type) and the other  transactions  that are part of the
Restructuring; and

     (9) prior to consummation of the  Restructuring,  take all action necessary
to exempt,  in a manner reasonably  acceptable to the Noteholders,  the proposed
Restructuring  transactions and the acquisition of New Securities (as defined in
the Term Sheet) or common stock issuable on conversion  thereof by any holder of
Notes.

     (b) PRG agrees and  covenants  that it will not, and will cause each of its
direct and  indirect  subsidiaries  not to, sell,  liquidate,  or dispose of any
assets,  outside the ordinary course of business consistent with past practices,
prior to the date on which the Exchange  Offer closes other than as permitted by
the Section 8.5 of the Bridge Loan Credit  Agreement as in effect on the Closing
Date (as  defined  under the Bridge Loan  Credit  Agreement),  without the prior
written  consent  of the  holders  of a  majority  of the Notes  subject to this
Agreement.

     (c) Each of the Noteholders  agrees and covenants that it shall, as long as
this Agreement is in effect:

     (1) no later than 15 days prior to the first date scheduled for the closing
of the Exchange Offer,  (i) tender all Notes  beneficially  owned by it and (ii)
cause  the  beneficial  owner of all  Notes  for  which  the  Noteholder  is the
investment advisor or manager having the power to vote and dispose of such Notes
on behalf of such  beneficial  owner,  to tender  all such Notes  together  with
properly  completed  and duly  executed  letter or letters of  transmittal  with


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respect  to  such  Notes  as  required  by the  instructions  to the  letter  of
transmittal pursuant to and in accordance with the Exchange Offer;

     (2) not revoke any of the  foregoing  unless  and until this  Agreement  is
terminated in accordance with its terms;

     (3) not vote for,  consent to, provide any support for,  participate in the
formulation  of, or solicit or encourage  others to  formulate  any other tender
offer, settlement offer, or exchange offer for the Notes other than the Exchange
Offer; and

     (4) so long as this  Agreement is effective and has not been  terminated in
accordance  with Section 5 or 6 hereof and the final  Restructure  Documents are
materially consistent with the Term Sheet, not object to, nor otherwise commence
any proceeding to oppose, the Restructuring, it being understood and agreed that
each Noteholder shall not (i) directly or indirectly seek, solicit,  support, or
encourage any other plan, sale,  proposal,  or offer of winding up, liquidation,
reorganization,  merger,  consolidation,  dissolution,  or  restructuring of the
Company or (ii) commence an involuntary bankruptcy case against the Company.

     Section 3. Representations and Warranties.

     (a) Each of the parties  severally  represents  and warrants to each of the
other parties that the following  statements are true and correct as of the date
hereof:

     (1) Power and Authority.  It has all requisite power and authority to enter
into this  Agreement  and to carry out the  transactions  contemplated  by,  and
perform its respective obligations under, this Agreement.

     (2)  Authorization.  The execution  and delivery of this  Agreement and the
performance  of its  obligations  hereunder  have  been duly  authorized  by all
necessary action on its part.

     (3) No Conflicts.  The execution,  delivery,  and performance by it of this
Agreement  do not and shall not (i)  violate  any  provision  of law,  rule,  or
regulation  applicable to it or its certificate of  incorporation or by-laws (or
other organizational documents) or (ii) conflict with, result in a breach of, or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
material contractual  obligation to which it is a party or under its certificate
of incorporation or by-laws (or other  organizational  documents),  except, with
respect to the Company,  for any  contractual  obligation  that would not have a
material adverse effect on the business, assets, financial condition, or results
of operations of PRG and its subsidiaries, taken as a whole.

     (4) Governmental Consents.  The execution,  delivery, and performance by it
of this Agreement do not and shall not require any  registration or filing with,
consent or  approval  of, or notice to, or other  action  to,  with,  or by, any
Federal,  state, or other governmental  authority or regulatory body, except (i)
such  filings  as  may  be  necessary  and/or  required  for  disclosure  by the
Securities  and Exchange  Commission  and (ii) filings with NASDAQ in connection
with the Restructuring.



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     (5) Binding  Obligation.  This  Agreement is the legally  valid and binding
obligation of it, enforceable against it in accordance with its terms, except as
enforcement   may  be  limited  by   bankruptcy,   insolvency,   reorganization,
moratorium,  or other  similar laws  relating to or limiting  creditors'  rights
generally or by equitable principles relating to enforceability.

     (6) Proceedings.  No litigation or proceeding before any court, arbitrator,
or  administrative  or  governmental  body is  pending  against  it  that  would
adversely  affect  its  ability  to enter into this  Agreement  or  perform  its
obligations hereunder.

     (b) Each of the  Noteholders  represents  and  warrants,  severally and not
jointly,  to each of the other parties that the following  statements  are true,
correct, and complete as of the date hereof:

     (1)  Ownership.  It  has  disclosed  to  PRG on a  confidential  basis  the
aggregate  principal amount of the Notes for which (i) it is the sole beneficial
owner and (ii) it is the investment advisor or manager for the beneficial owners
of such  Notes,  having the power to vote and dispose of such Notes on behalf of
such beneficial  owners.  It is entitled (for its own account or for the account
of other persons claiming through it) to all of the rights and economic benefits
of such Notes.

     (2) Transfers. It has made no prior assignment, sale, participation, grant,
conveyance,  or other transfer of, and has not entered into any other  agreement
to assign, sell, participate, grant, or otherwise transfer, in whole or in part,
any right,  title, or interests in (or portion thereof) the Notes referred to in
Subsection 3(b)(1), except as permitted by Section 4 hereto.

     (3)  Laws.  It  (i)  is  a  sophisticated  investor  with  respect  to  the
transactions  described  herein with  knowledge and  experience in financial and
business  matters  sufficient  to  evaluate  the  merits and risks of owning and
investing in securities  similar to the Notes (including any securities that may
be issued in connection  with the  Restructuring),  making an informed  decision
with respect thereto,  and evaluating  properly the terms and conditions of this
Agreement,  and it has  made  its own  analysis  and  decision  to enter in this
Agreement,  (ii) is, and any person  for which it is the  investment  advisor or
manager and which is the beneficial owner of Notes is, an "accredited  investor"
within the meaning of Rule 501 of the  Securities  Act of 1933, as amended,  and
(iii)  it has had the  opportunity  to meet  with  management  of PRG and to ask
questions  and review  information  with  respect to PRG's  business,  financial
condition,  results of operations and financial and operational  outlook, and it
has obtained all information it deems necessary or appropriate in order to enter
into this agreement and make the investment decision contemplated hereby.

     Section  4.  Restriction  on  the  Sale  of  the  Notes.   Each  Noteholder
individually  covenants that, from the date hereof until the termination of this
Agreement,  such  party  shall  not,  directly  or  indirectly,   sell,  pledge,
hypothecate, or otherwise transfer any Notes or any option, right to acquire, or
voting, participation, or other interest therein, except to a purchaser or other
entity who executes and  delivers to PRG,  concurrently  or prior to any binding
commitment with respect to such transfer, an agreement in writing to be bound by
all the terms of this  Agreement  with  respect to the  relevant  Notes or other


                                       5


interests being transferred to such purchaser (which agreement shall include the
representations  and warranties  set forth in Section 3 hereof).  This Agreement
shall in no way be construed to preclude a party from acquiring additional Notes
or other  interests  in PRG.  All Notes held by a  Noteholder,  including  Notes
acquired  after  the date  hereof,  shall be  subject  to all the  terms of this
Agreement.

     Section 5. Termination by the Noteholders. This Agreement may be terminated
by Noteholders that beneficially own or act as the investment advisor or manager
with  respect to at least a majority  of the Notes  subject to the terms of this
Agreement on the  occurrence of any of the following  events (each a "Noteholder
Termination  Event"),  by delivering  written  notice of the  occurrence of such
event in accordance with Section 13 below to the other parties:

     (a) the  Exchange  Offer  has not been  commenced  by  February  1, 2006 or
completed by March 31, 2006;

     (b)  after  the  date  hereof  there  shall  have  occurred  any  event  or
circumstance  that  individually or in the aggregate  reflect a material adverse
change in the financial  condition,  business,  or operations of the Company and
its subsidiaries;

     (c) the failure to repay all obligations under the facility contemplated by
the Bridge Loan Documents (the "Bridge Loan"), in full, in cash, concurrent with
the closing of the Exchange Offer;

     (d) the exercise of any remedies under the Bridge Loan Documents  following
an Event of Default (as defined therein) arising from any the following: (i) the
failure to make any  scheduled  payment of  principal  or  interest  as and when
required  under the Bridge  Loan  Documents;  (ii) the failure by the Company to
make any Mandatory  Prepayments  or Payment of Taxes;  (iii) a default under any
Other  Indebtedness,  unless  otherwise  permitted by the Bridge Loan Documents;
(iv) the failure to maintain  Insurance  required by the Bridge Loan  Documents;
(v) the incurrence of any Debt or  Indebtedness  in excess of the limitations in
the Bridge Loan  Documents;  (vi) any  Consolidation,  Dissolution  or Merger in
violation of the Bridge Loan Documents;  (vii) making any Restricted Payments in
violation of the Bridge Loan Documents;  (viii) any Transactions with Affiliates
in violation of the Bridge Loan Documents;  (ix) taking any Restricted Action in
violation  of the Bridge  Loan  Documents;  (x) making  any  Negative  Pledge in
violation of the Bridge Loan  Documents;  or (xi)  occurrence of any  Bankruptcy
Event or Change of Control;(1)

     (e) the  exercise of any remedies  under that certain  Amended and Restated
Credit  Agreement among  PRG-Schulz USA, Inc., as Borrower,  PRG, and certain of
its other  affiliates,  as Guarantors,  and Bank of America,  N.A.,  dated as of
November 30, 2004, and any documents related thereto;

     (f) the Restructuring or the final  Restructuring  Documents do not conform
to the Term Sheet with respect to the treatment of the Notes, except as modified
in any  non-material  respect  or as  approved  by the Ad Hoc  Committee  of the
Noteholders (the members of which are identified on the signature pages hereto);
or

____________________
(1)  All  capitalized  terms used in this  Section  5(d) shall have the  meaning
     given such terms in the Bridge Loan Credit Agreement.


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     (g) a material  breach of this Agreement by the Company that is not, by its
terms,  curable or that is, by its terms,  curable and is not cured by the fifth
calendar day after  notice of such breach (for the  purposes of this  Agreement,
the term "material breach" includes a breach of the covenant in Section 2(b)).

     Section 6. Termination by the Company.  The Company shall have the right to
terminate this Agreement on the occurrence of any of the following  events (each
a "Company  Termination  Event") by giving  written  notice in  accordance  with
Section 13 below to the other parties:

     (a) the exercise of any remedies under the Bridge Loan Documents;

     (b) a material breach of this Agreement by any of the  Noteholders  that is
not, by its terms, curable or that is, by its terms, curable and is not cured by
the fifth calendar day after notice of such breach; or

     (c) a  good  faith  determination  by  the  Company's  board  of  directors
(following  consultation  with  its  reputable  outside  legal  counsel  and its
financial  advisor of national  recognized  reputation) that such termination is
required by its fiduciary  duty to the Company,  its then current  shareholders,
and its creditors in order to enter into an alternative  transaction (whether in
the form of a merger,  consolidation  or  combination  with a third party or the
sale of all,  substantially  all,  or a  significant  portion  of, the assets or
businesses  of the  Company)  that will be at least as favorable to each of such
parties  but  more  favorable  to the  parties  as a  whole,  from  a  financial
perspective,   than  the  Restructuring  and  is  reasonably  capable  of  being
consummated,  taking into  account,  among other things,  all legal,  financial,
regulatory and other aspects of the  alternative  transaction  and the person or
group making such proposal (a "Superior Proposal"); provided that (i) the Bridge
Loan has been paid in full, in accordance with the Bridge Loan  Documents,  (ii)
the Company  provides the Noteholders five (5) business days prior notice of the
Company's  intent to terminate  this  Agreement  under this Section 6(c) and the
terms and  conditions of such Superior  Proposal  (including the identity of the
person or group making such Superior  Proposal),  and (iii) the Company provides
the Noteholders and their  representatives a good faith opportunity  during such
five (5) business day notice period and prior to any such  termination to revise
the terms of the Restructuring.

     Section  7.  Termination  of  Agreement.  Notwithstanding  anything  to the
contrary  in this  Agreement,  the  Term  Sheet  or any  other  agreement,  this
Agreement  shall terminate on the earliest of (a) the occurrence of a Noteholder
Termination  Event, after expiration of any cure periods and satisfaction of any
conditions  set forth in Section 5 of this  Agreement,  (b) the  occurrence of a
Company Termination Event, after expiration of any cure periods and satisfaction
of any  conditions  set  forth in  Section 6 of this  Agreement,  and (c) if the
Restructuring  has not been consummated  prior to such date, 5:00 pm on June 15,
2006.

     Section 8. Effect of Termination and of Waiver of Termination Event. On the
delivery of the written notice referred to in Sections 5 or 6 in connection with
the valid termination of this Agreement,  the obligations of each of the parties


                                       7


hereunder shall thereupon terminate and be of no further force and effect. Prior
to the delivery of such notice the  Noteholders  may waive the  occurrence  of a
Noteholder  Termination  Event  and PRG may waive  the  occurrence  of a Company
Termination Event. No such waiver shall affect any subsequent  termination event
or impair any right consequent thereon.  Upon termination of this Agreement,  no
party shall have any  continuing  liability or  obligation  to the other parties
hereunder;  provided,  however, that no such termination shall relieve any party
from liability for its breach or  non-performance  of its obligations  hereunder
prior to the date of such termination.

     Section  9.  Amendments.  This  Agreement  may  be  modified,  amended,  or
supplemented by a written agreement  executed by the Company and the Noteholders
that beneficially own or act as the investment advisors or managers with respect
to at least a  majority  of the  aggregate  principal  face  amount of the Notes
subject to this Agreement,  provided,  however,  that in the event of a material
change to the Term Sheet,  or a change of any of the economic  terms of the Term
Sheet,  any Noteholder  that does not consent shall have no further  obligations
under the Agreement.

     Section  10.  Further  Assurances.  Each of the  parties to this  Agreement
hereby  further  covenants  and agrees to cooperate in good faith to execute and
deliver all further  documents and  agreements  and take all further action that
may be  commercially  reasonably  necessary or desirable in order to enforce and
effectively  implement  the  terms  and  conditions  of  this  Agreement.   Each
Noteholder  agrees to advise the  Company of any  changes in the amount of Notes
beneficially  owned by it and the amount of Notes for which such  Noteholder  is
the investment manager or advisor for beneficial owners.

     Section 11. Voting Agreement.  As soon as reasonably  practicable following
the  consummation  of the  Restructuring,  the  Company  will call a meeting  of
shareholders at which it will seek approval of the Management Incentive Plan and
the  amendment of the  Company's  articles of  incorporation  to  authorize  140
million shares of common stock in order to provide for conversion in full of the
New Senior Convertible Notes, the New Senior Series A Convertible  Participating
Preferred Stock, and the New Senior Series B Convertible Participating Preferred
Stock  and the  distribution  of  Company  common  stock  under  the  Management
Incentive Plan, as set forth in the Term Sheet.  Each of the Noteholders  hereby
agrees to (i)  attend  (in  person or by proxy)  such  shareholders  meeting  or
meetings and (ii) cause all Company common stock and other Company capital stock
entitled  to vote on any  such  proposal  that  are  beneficially  owned by such
Noteholder to be voted in favor of the approval of such proposal.

     Section 12. Governing Law;  Jurisdiction.  This Agreement shall be governed
by,  and  construed  in  accordance  with,  the laws of the  State of New  York,
regardless of the laws that might otherwise govern under  applicable  principles
of conflict of laws of the State of New York.  By its  execution and delivery of
this   Agreement,   each  of  the  parties   hereto   hereby   irrevocably   and
unconditionally  agrees for itself that any legal  action,  suit,  or proceeding
against it with respect to any matter  under or arising out of or in  connection
with this Agreement or for  recognition or enforcement of any judgment  rendered
in any such action, suit, or proceeding,  shall be brought in a federal court of
competent  jurisdiction  in the Southern  District of New York. By execution and
delivery  of this  Agreement,  each of the  parties  hereto  hereby  irrevocably
accepts  and  submits  to  the   jurisdiction  of  such  court,   generally  and
unconditionally, with respect to any such action, suit, or proceeding.



                                       8


     Section  13.  Notices.  All  demands,  notices,  requests,   consents,  and
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if delivered personally or by courier service, messenger,  facsimile,
telecopy,  or if duly deposited in the mails,  by certified or registered  mail,
postage prepaid-return receipt requested,  and shall be deemed to have been duly
given or made (i) upon delivery,  if delivered personally or by courier service,
or messenger,  in each case with record of receipt,  (ii) upon transmission with
confirmed delivery, if sent by facsimile or telecopy, or (iii) two business days
after being sent by certified  or  registered  mail,  postage  pre-paid,  return
receipt requested, to the following addresses, or such other addresses as may be
furnished hereafter by notice in writing, to the following parties:

                  If to PRG, or any of its subsidiaries, to:

                  PRG-Schultz International, Inc.
                  600 Galleria Parkway, Suite 600
                  Atlanta, GA  30339
                  Facsimile:  (770) 779-3133
                  Attn:  Clint McKellar, Esq.

                  with a copy to:

                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY  10153
                  Facsimile:  (212) 310-8007
                  Attn:  Michael F. Walsh, Esq.

                  If to the Noteholders, or any one Noteholder, to:

                  Houlihan Lokey Howard & Zukin
                  685 Third Avenue, 15th Floor
                  New York, NY  10017
                  Facsimile:  (212) 497-3070
                  Attn:  David Hilty

                  with a copy to:

                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, NY  10022
                  Facsimile:  (212) 593-5955
                  Attn:  Jeffrey S. Sabin, Esq.




                                       9


     Section 14.  Entire  Agreement.  This  Agreement  constitutes  the full and
entire  understanding and agreement among the parties with regard to the subject
matter hereof,  and supersedes all prior  agreements with respect to the subject
matter hereof, including the Original RSA.

     Section 15. Headings.  The headings of the paragraphs and  subparagraphs of
this  Agreement  are  inserted  for  convenience  only and shall not  affect the
interpretation hereof.

     Section 16. Successors and Assigns.  This Agreement is intended to bind and
inure to the benefit of the parties and their  respective  permitted  successors
and assigns,  provided,  however, that nothing contained in this paragraph shall
be deemed to permit sales,  assignments,  or transfers  other than in accordance
with Section 4.

     Section  17.  Specific  Performance.   Each  party  hereto  recognizes  and
acknowledges  that a breach by it of any  covenants or  agreements  contained in
this  Agreement  will cause  other  parties to  sustain  damages  for which such
parties  would  not  have an  adequate  remedy  at law for  money  damages,  and
therefore  each party hereto  agrees that in the event of any such breach,  such
other  parties shall be entitled to the remedy of specific  performance  of such
covenants and agreements and injunctive and other  equitable  relief in addition
to any other remedy to which such parties may be entitled, at law or in equity.

     Section   18.   Several,   Not   Joint,   Obligations.    The   agreements,
representations, and obligations of the parties under this Agreement are, in all
respects, several and not joint.

     Section 19. Remedies Cumulative.  All rights, powers, and remedies provided
under this  Agreement  or  otherwise  available  in respect  hereof at law or in
equity shall be cumulative and not  alternative,  and the exercise of any right,
power,  or remedy  thereof by any party shall not preclude the  simultaneous  or
later exercise of any other such right, power, or remedy by such party.

     Section  20. No Waiver.  The failure of any party  hereto to  exercise  any
right,  power, or remedy provided under this Agreement or otherwise available in
respect  hereof at law or in equity,  or to insist upon  compliance by any other
party hereto with its obligations  hereunder,  and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right,  power,  or remedy or to
demand such compliance.

     Section 21.  Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one and the same Agreement. Delivery of an executed signature page of
this  Agreement  by  telecopier  or email shall be as effective as delivery of a
manually executed signature page of this Agreement.

     Section  22.  Severability.   Any  provision  of  this  Agreement  that  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 or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.



                                       10


     Section 23. No Third-Party  Beneficiaries.  Unless expressly stated herein,
this  Agreement  shall be solely for the  benefit of the  parties,  and no other
person or entity shall be a third party beneficiary hereof.

     Section 24. Additional Parties.  Without in any way limiting the provisions
hereof, additional holders of Notes may elect to become parties by executing and
delivering to PRG a counterpart hereof. Each such additional holder shall become
a party to this  Agreement as a Noteholder in accordance  with the terms of this
Agreement.

     Section 25. No Solicitation. This Agreement is not intended to be, and each
signatory  to  this  Agreement  acknowledges  that  this  Agreement  is  not,  a
solicitation  with  respect to the  Exchange  Offer or with respect to any other
mechanism to  accomplish a  restructuring  of the  obligations  under the Notes,
whether such mechanism is to be accomplished in or outside a court.

     Section 26. Consideration.  It is hereby acknowledged by the parties hereto
that, other than the agreements, covenants,  representations, and warranties set
forth herein and in the Term Sheet, no consideration shall be due or paid to the
Noteholders  for  their  agreement  to vote to  accept  the  Exchange  Offer  in
accordance with the terms and conditions of this Agreement.

     Section 27.  Receipt of Adequate  Information;  Representation  by Counsel.
Each party acknowledges that it has received adequate  information to enter into
this Agreement and that it has been  represented  by counsel in connection  with
this Agreement and the transactions contemplated by this Agreement. Accordingly,
any rule of law or any legal  decision  that  would  provide  any  party  with a
defense to the  enforcement  of the terms of this  Agreement  against such party
shall  have no  application  and is  expressly  waived.  The  provisions  of the
Agreement  shall be interpreted  in a reasonable  manner to effect the intent of
the parties.

     Section 28.  Construction.  To the extent that any ambiguity exists between
the descriptions  contained in the Offering  Circular and the terms set forth in
Exhibit A hereto,  the  descriptions  in the Offering  Circular  shall  control,
except to the  extent  that any such term or  description  within  the  Offering
Circular is inconsistent with the express provisions of this Agreement, in which
case this Agreement shall control.






                            [Signature Page Follows]



                                       11




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

                                  PRG-Schultz International, Inc.



                                  By: /s/ Clinton McKellar, Jr.
                                      ------------------------------------------
                                  Name:  Clinton McKellar, Jr.
                                  Title:  Senior Vice President, General Counsel
                                           and Secretary



    [Signature Page to Amended and Restated Restructuring Support Agreement]




                                  NOTEHOLDERS:

                                  Blum Capital Partners, L.P.



                                  By: /s/ Jose S. Medeiros
                                     -------------------------------------------
                                  Name:    Jose S. Medeiros
                                  Title:   Partner

                                  Address:
                                           909 Montgomery St., Suite 400
                                           San Francisco, CA  94133
                                           Facsimile No.:  415-283-0601
                                           Attn.: Jose S. Medeiros



                                  Parkcentral Global Hub Limited



                                  By: /s/ Steven Blasnik
                                     -------------------------------------------
                                  Name:    Steven Blasnik
                                  Title:   President

                                  Address:
                                           2300 West Plano Parkway
                                           Plano, TX  75075
                                           Facsimile No.:  972-535-1997
                                           Attn.:  Steven Blasnik



                                  Petrus Securities L.P.



                                  By: /s/ Steven Blasnik
                                     -------------------------------------------
                                  Name:    Steven Blasnik
                                  Title:   President of General Partner

                                  Address:
                                           2300 West Plano Parkway
                                           Plano, TX  75075
                                           Facsimile No.:  972-535-1997
                                           Attn.:  Steven Blasnik



    [Signature Page to Amended and Restated Restructuring Support Agreement]




                                  Tenor Opportunity Master Fund, Ltd.



                                  By: /s/ Robin Shah
                                     -------------------------------------------
                                  Name:    Robin Shah
                                  Title:   Partner

                                  Address:
                                           65 East 55th Street
                                           New York, NY  10022
                                           Facsimile No.:  212-593-5955
                                           Attn.:



                                  Thales Fund Management, LLC



                                  By: /s/ A. Aadel Shaaban
                                     -------------------------------------------
                                  Name:    A. Aadel Shaaban
                                  Title:   Senior Analyst

                                  Address:
                                           140 Broadway, 45th Floor
                                           New York, NY 10005
                                           Facsimile No.:
                                           Attn.:


    [Signature Page to Amended and Restated Restructuring Support Agreement]



                                    EXHIBIT A

                                   TERM SHEET



                          

- ---------------------------- ------------------------------------------------------------------------------------------
PROPOSED TRANSACTION:        The following describes an agreement in principle between PRG-Schultz International,
                             Inc. and its subsidiaries (collectively, the "Company") and the Ad Hoc Committee of
                             Holders of the Company's 4.75% Convertible Subordinated Notes due 2006 (the "Ad Hoc
                             Committee") and to restructure the financial obligations of the Company.

                             The Transaction will involve the recapitalization of the Company through:

                             (i)      A Bridge Loan (as defined below) of $10 million to provide the Company with
                                      sufficient funds to pay the interest payment due on the Notes and
                                      additional working capital, pending the closing of the Recapitalization
                                      (as defined below);

                             (ii)     A credit facility or facilities, consisting of a minimum revolver of $20
                                      million and total commitments of no more than $47.5 million,  amending or
                                      refinancing (a) the Amended and Restated Credit Agreement, dated as of
                                      November 30, 2004, among (x) PRG-Schultz USA, Inc., the Company, and
                                      certain of the Company's subsidiaries and (y) Bank of America, N.A. (the
                                      "Existing Credit Facility"), and (b) the Bridge Loan; and

                             (iii)    A pro-rata exchange of the 4.75% Convertible Subordinated Notes due 2006 issued
                                      by the Company (the "Notes") for three new securities including: (1) New
                                      Senior Notes; (2) New Senior Convertible Notes; and (3) New Senior Series
                                      A Convertible Participating Preferred Stock (collectively the "Transaction
                                      Securities").

                                  Points  (i) through (iii), collectively, are defined as the "Recapitalization".
- ---------------------------- ------------------------------------------------------------------------------------------
CREDIT FACILITIES:           Bridge Loan

                             $10 million second lien loan (the "Bridge Loan") to be provided by certain holders of
                             the Notes (or their affiliates).  The Bridge Loan will have the following terms:

                             (i)      Second lien on assets securing the Existing Credit Facility;
                             (ii)     12% interest in cash, payable monthly;
                             (iii)    50 bps closing fee;
                             (iv)     Maturity date: Earlier of closing of the Recapitalization or August 15, 2006;
                             (v)      Non-refundable commitment fee of 1.25% of $10 million, payable upon signing the
                                      Commitment Letter; an additional 1.75% Placement Fee of the amount borrowed,
                                      payable upon closing of the Bridge Loan; plus all out-of-pocket expenses;
                             (vi)     Proceeds will be used for general corporate purposes to eliminate risk of
                                      adverse customer actions, including paying the interest due on the existing
                                      Notes. Up to $2.5 million may be used to fund foreign operations, provided
                                      that, if requested by the Ad Hoc Committee, appropriate promissory note and

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-1





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                                      other documentation evidences such inter-company transfers and lien is
                                      received on those promissory notes. Proceeds cannot be used to make
                                      severance or similar payments to John Cook and Jack Toma.

                             Revolving Credit Facility/ New Second Lien Term Loan

                             The Existing Credit Facility will be either amended with Bank of America or refinanced
                             with a replacement lender to provide a minimum commitment of $20 million of senior
                             secured financing.

                             The Bridge Loan will be repaid upon completion of the refinancing of the Existing Credit
                             Facility with a credit facility or facilities, consisting of a minimum revolver of $20
                             million and total commitments of no more than $47.5 million.

- ---------------------------- ------------------------------------------------------------------------------------------
TRANSACTION SECURITIES:      In exchange for the $125 million principal amount of Notes, the Noteholders will
                             receive, upon the closing of the exchange offer (the "Closing Date"), their pro-rata
                             share of the following securities with preference options for the different securities
                             structured, if possible:

                             (i)      New Senior Notes in a principal amount of $50 million, plus an additional
                                      principal amount equal to accrued and unpaid interest on the Notes to, but
                                      not including, the Closing Date;
                             (ii)     New Senior Convertible Notes in a principal amount of $60 million; and
                             (iii)    New Senior Series A Convertible Participating Preferred Stock with an initial
                                      liquidation preference of $15 million.

                             The interest payment due November 26, 2005 on the Notes will be paid in cash from the
                             proceeds of the Bridge Loan during the 30 day grace period as soon as documentation is
                             completed and Bank of America agrees to the terms of an Intercreditor and Subordination
                             Agreement.

- ---------------------------- ------------------------------------------------------------------------------------------
NEW SENIOR NOTES:            Issuer:                    Company

                             Face Amount:               $50 million plus an additional principal amount equal to
                                                        accrued and unpaid interest on the Notes to, but not
                                                        including, the Closing Date

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-2





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                             Coupon:                    11.0% cash, payable semi-annually starting six months after
                                                        the Closing Date

                             Maturity:                  5 years from the Closing Date

                             Call Protection:           Callable at any time at 104 in year 1, 102 in year 2; par in
                                                        year 3 until maturity plus all accrued interest thereon
                                                        through the date of the prepayment

                             Convertible:               Not convertible

                             Ranking:                   Senior to existing Notes

                             Security:                  General unsecured obligations

                             Covenants:                 See description thereof contained in the Offering Circular
                                                        to be dated February 1, 2006 (the "Offering Circular")

- ---------------------------- ------------------------------------------------------------------------------------------
NEW SENIOR CONVERTIBLE       Issuer:                    Company
NOTES:
                             Face Amount:               $60 million

                             Coupon:                    10% cash or PIK, at the option of the Company, payable
                                                        semi-annually starting six months after the  Closing Date

                             Maturity:                  Five years from the Closing Date

                             Redemption Rights:         Callable at par plus accrued interest at any time after both
                                                        (i) payment of the New Senior Notes in full and (ii) increase
                                                        in the authorized Company common stock to provide for the
                                                        conversion in full of the New Senior Convertible Notes, the
                                                        New Senior Series A Convertible Participating Preferred Stock
                                                        and the New Senior Series B Convertible Participating
                                                        Preferred Stock (collectively, the "New Securities") and the
                                                        distribution in full of Company common stock under the
                                                        Management Incentive Plan and the effectiveness of a
                                                        registration statement registering the resale of the New
                                                        Securities by certain Company affiliates (the "new conversion
                                                        rights date")

                             Ranking:                   Pari passu with the New Senior Notes

                             Security:                  General unsecured obligations

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-3





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                             Convertible:               At the option of the holder, the New Senior Convertible Notes
                                                        are convertible into New Senior Series B Convertible
                                                        Participating Preferred Stock  only at any time after August
                                                        15, 2006 but prior to the new conversion rights date, at a
                                                        conversion price of $480 per share.

                                                        At the option of the holder, the New Senior Convertible Notes
                                                        are convertible into Company common stock only after the new
                                                        conversion rights ate at a conversion price of $.65 per share.

                             Covenants:                 See the description thereof contained in the Offering
                                                        Circular

- ---------------------------- ------------------------------------------------------------------------------------------

NEW SENIOR CONVERTIBLE       THE NEW SENIOR SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK SHALL HAVE THE
NOTES (CONTINUED):           FOLLOWING TERMS:

                             Face Amount:               Principal amount of New Senior Convertible Notes converted
                                                        plus accrued and unpaid interest.  Initial liquidation
                                                        preference of $480 per share

                             Dividend:                  10% annual dividend rate payable semi-annually in cash or by
                                                        accretion of the liquidation preference of the shares, at the
                                                        option of the Company

                             Maturity:                  Later of (i) five years after the Closing Date and (ii) 120th
                                                        day following the new conversion rights date

                             Convertible:               At the option of the holder after the new conversion rights
                                                        date, the New Senior Series B Convertible Participating
                                                        Preferred Stock is convertible into common stock at $0.65 per
                                                        share.

                             Redemption:                Optionally redeemable at face amount plus accrued dividends
                                                        only after the new conversion rights date, subject to prior
                                                        or simultaneous refinancing in full of the New Senior Notes
                                                        and the New Senior Convertible Notes

                             Put Rights:                During the period from March 15, 2011 to the new conversion
                                                        rights date, any holder of the New Senior Series B
                                                        Convertible Participating Preferred Stock may require the
                                                        Company to redeem such shares on any semi-annual dividend
                                                        payment date by delivering 60 days prior written notice

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-4





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                             Voting:                    Votes with common stock on all issues on an as converted basis

                             Form:                      Certificated security

- ---------------------------- ------------------------------------------------------------------------------------------
NEW SENIOR SERIES A          Issuer:                    Company
CONVERTIBLE PARTICIPATING
PREFERRED STOCK:             Face Amount:               $15 million.  Initial liquidation preference of $120 per
                                                        share.

                             Dividend:                  9% annual dividend rate payable semi-annually in cash or by
                                                        accretion of the liquidation preference of the shares, at the
                                                        option of the Company

                             Maturity:                  5 years from the Closing Date

                             Convertible:               Convertible into the common stock of the Company at any time
                                                        at $0.28405 per share at the option of the holder

                                                        Initial conversion implies 45.9% of the Common Stock of the
                                                        Company prior to the conversion of the New Senior Convertible
                                                        Notes into New Senior Series B Convertible Participating
                                                        Preferred Stock or its conversion into common stock.

                             Redemption:                Redeemable at face amount plus accrued dividends only after
                                                        the operative conversion date, subject to prior or
                                                        simultaneous refinancing in full of the New Senior Notes and
                                                        the outstanding New Senior Convertible Notes

                                                        Votes with Common Stock on all issues on an as converted basis

- ---------------------------- ------------------------------------------------------------------------------------------
EXISTING COMMON              The Company's existing common shareholders will retain their existing shares
SHAREHOLDERS:                representing approximately 54.1% of the Common Stock following the initial dilution from
                             the New Senior Series A Convertible Participating Preferred Stock (30% assuming the full
                             and immediate conversion of the New Senior Convertible Notes into Common Stock).

- ---------------------------- ------------------------------------------------------------------------------------------
GOVERNANCE:                  Board of Directors:

                             The board will consist of seven members, four of whom will be designated by the
                             Noteholders Committee, two of whom will be designed by the members of the current board,
                             and one of whom shall be the Company's CEO.

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-5





                          

- ---------------------------- ------------------------------------------------------------------------------------------

MANAGEMENT INCENTIVE PLAN:   Shares                     Phantom shares representing 10% of the Common Stock

                             Recordkeeping              A notional account shall be established as to each
                                                        participating executive to which the phantom shares awarded
                                                        to such executive shall be credited ("Phantom Stock Account")

                             Vesting                    1/3 on the effective date of the Recapitalization ("Effective
                                                        Date"), with the remainder vesting monthly over the two years
                                                        following the Effective Date

                                                        Vesting schedule for executives hired after the Effective
                                                        Date will be as determined by Company compensation committee.

                                                        100% vesting on a change in control.  Conversion of the New
                                                        Senior Convertible Notes, the New Senior Series A Convertible
                                                        Participating Preferred Stock, and/or the New Senior Series B
                                                        Convertible Participating Preferred Stock into Common Stock
                                                        is not a change in control.

                             Allocation                 To be determined by the Compensation Committee of the new
                                                        board of directors upon the recommendation of the CEO;
                                                        provided, however, that the Company's CEO will receive a
                                                        minimum of 40% of amount allocated to Management Incentive
                                                        Plan

                                                        Prior to the last distribution from the Phantom
                                                        Stock Accounts under the Management Incentive Plan, the
                                                        compensation committee, after consultation with the Company's
                                                        CEO, will allocate any unallocated and/or forfeited phantom
                                                        shares to one or more of the Management Incentive Plan
                                                        participants.

                             Anti-Dilution
                             Provisions                 Standard anti-dilution provisions plus dilution protection
                                                        against conversion of the New Senior Convertible Notes, the
                                                        New Senior Series A Convertible Participating Preferred
                                                        Stock, and/or the New Senior Series B Convertible
                                                        Participating Preferred Stock into Common Stock will apply to
                                                        the Phantom Stock Account, but will not apply to shares of
                                                        Common Stock actually distributed to the executive from such
                                                        account.

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-6





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                             Distribution Events        Distribution of the Phantom Stock Account shall be made, at
                                                        the individual election of each executive, not earlier than
                                                        the dates and in the cumulative amounts set forth below.

                                                        2d anniversary of Effective Date   25%
                                                        3d anniversary of Effective Date   50%
                                                        4th anniversary of Effective Date  75%
                                                        5th anniversary of Effective Date  100%

                                                        Distribution of the undistributed vested amount of an
                                                        executive's Phantom Stock Account shall be made upon the
                                                        executive's death, disability, or termination of employment,
                                                        or a change in control (see "Vesting" above) of the Company.

                             Form of Payment            Following the consummation of the Restructuring, the
                                                        Management Incentive Plan will be submitted to the Company
                                                        shareholders for approval.

                                                        In the event the Company shareholders decline to approve the
                                                        Management Incentive Plan, the value of an executive's
                                                        Phantom Stock Account will be distributed in cash based upon
                                                        the cash payment formula set forth below.

                                                        Following the receipt of such shareholder approval, the value
                                                        of an executive's Phantom Stock Account will be distributed
                                                        to the executive in cash to the extent required to satisfy
                                                        any applicable taxes (based on the 30-day average trading
                                                        price of the Common Stock at the time of distribution) and
                                                        the balance in shares of Common Stock.

                             Cash Payment
                             Formula                    The distributable cash value of an executive's Phantom Stock
                                                        Account shall be equal to (a) the number of shares of Common
                                                        Stock that would have been distributed to such executive on
                                                        the applicable distribution date multiplied by (b) the
                                                        average closing price of the Common Stock for the 30-day
                                                        period ending on such date.

- ---------------------------- ------------------------------------------------------------------------------------------



                                       A-7





                          

- ---------------------------- ------------------------------------------------------------------------------------------

                             Other Incentive
                             Payments                   This Management Incentive Plan is in addition to an annual
                                                        cash bonus program based on EBITDA or other targets
                                                        implemented by the Compensation Committee of the new board of
                                                        directors.

                             409A                       The Management Incentive Plan shall comply with the
                                                        requirements of Section 409A of the Tax Code, as applicable.

- ---------------------------- ------------------------------------------------------------------------------------------
CONDITIONS:                  (i)      Acceptance of the proposed exchange offer by a minimum amount of 99% of Notes;
                             (ii)     The Restructuring Documents are materially consistent herewith and are
                                      otherwise are in form and substance satisfactory to the Company and the
                                      Noteholders in their reasonable discretion;
                             (iii)    Renewal of the Company's D&O policy or the purchase of an extended claims'
                                      notice period for such policy, in either case, on terms reasonably
                                      satisfactory to the current board of directors of the Company; and
                             (iv)     Renegotiation or settlement of the severance agreements with John Cook and Jack
                                      Toma on terms reasonably satisfactory to the Noteholders.

- ---------------------------- ------------------------------------------------------------------------------------------




                                       A-8