EXHIBIT 10.1


                         PRG-SCHULTZ INTERNATIONAL, INC.
                          2004 EXECUTIVE INCENTIVE PLAN

                                     GENERAL

The PRG-Schultz International, Inc. (the "Company") 2004 Executive Incentive
Plan (the "Plan") for its senior executives was approved by the Compensation
Committee (the "Committee") of the Board of Directors on February 19, 2004,
effective for bonuses to be paid with respect to the fiscal years ended December
31, 2004-2008.

                                 ADMINISTRATION

The Plan will be administered by the Committee; provided, however, that if at
any time all of the members of the Committee shall not be "outside" directors
for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended,
and the regulations promulgated thereunder, then this Plan shall be administered
by a subcommittee of the Committee consisting of the two or more outside
directors. All references to the "Committee" herein shall include the
subcommittee as appropriate.

                                  PARTICIPANTS

Such senior executives of the Company as shall be determined by the Committee
may participate in the Plan, which determination must be made prior to February
28 of each fiscal year.

                               METHOD OF OPERATION

No later than 90 days after the beginning of each fiscal year, the Committee
will determine the performance criteria from those listed below which will be
applicable to each participant for such fiscal year, the maximum incentive which
such participant may obtain, the incentives payable for various levels of
performance, and the relative weight of each of the performance criteria which
are applied. The performance criteria to be applied may include any combination
of the following and may vary from participant to participant: (a) specified
levels of quarterly and annual earnings per share of the Company, (b) specified
levels of quarterly and annual revenues of the Company, (c) specified levels of
quarterly and annual operating profit of the Company, (d) specified levels of
quarterly and annual revenues generated from various industry segments, (e)
specified levels of quarterly and annual revenues derived from specified
territories or clients, (f) specified levels of quarterly and annual cash
receipts derived from specified territories or clients, (g) specified levels of
quarterly and annual gross profits derived from specified territories or
clients, and (h) control of expenses in various functional areas. The annual
incentives set for each participant shall contain threshold targets (and may
contain higher targets) for each incentive component to ensure that no annual
incentive compensation is earned for substandard performance. All incentives
under the Plan will be paid within 60 days following the end of the period with
respect to which they are calculated; provided, however, that no compensation
may be paid under this Plan before the Committee has certified in writing that
the performance criteria and any other material terms of an award under the Plan
were in fact satisfied.

                           MAXIMUM ANNUAL COMPENSATION

No participant in the Plan may receive compensation under this Plan with respect
to any fiscal year which is in excess of 1% of the Company's gross revenues
during such year.

                                   AMENDMENTS

The 2004 Executive Incentive Plan may be amended by the Board of Directors;
however, once the Committee has set performance goals and incentive targets with
respect to a participant for a specific fiscal year, such goals and targets may
not be amended in any manner that would increase the amount of the incentive
payable to the participant, and such goals or targets may not be waived or
decreased.


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