EXHIBIT 10.54


                                    ADDENDUM

This ADDENDUM is attached to, and by this reference is made a part of that
certain offer letter agreement ("Offer Letter") dated September 1, 2003, which
set forth the terms of employment under which PRG-Schultz USA, Inc. ("USA")
employed Richard Bacon ("Executive") as the Executive Vice President,
International, for USA. To the extent that the terms and conditions set forth in
this Addendum are in conflict with other provisions set forth in the Offer
Letter, the terms and conditions set forth in this Addendum shall control and
shall be applicable. Defined terms used but not defined in this Addendum shall
have the meaning as set forth in the Offer Letter.

     1. The first  paragraph  shall be  amended by  deleting  the second to last
sentence thereof in its entirety, and inserting the following in lieu thereof:

This offer is also contingent on you providing documentation on your eligibility
to work in the United States; provided, however, in the event that you, in good
faith, apply to renew or replace any work visa or similar permit necessary for
you to work in the United States and you are denied any such visa or permit for
reasons beyond your reasonable control, PRGS agrees that it will allow you to
maintain your business address within the United Kingdom, or within another
mutually agreed upon location outside the United States.

     2. Except as  modified or amended as set forth  herein,  the  Agreement  is
hereby  adopted,   ratified  and  confirmed  without  further   modification  or
amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as of the date first above written.


                                   EXECUTIVE:


                                   /s/ Richard Bacon
                                   ----------------------------------
                                   Richard Bacon

                                   USA:


                                   PRG-SCHULTZ USA, INC.


                                   BY:      /s/ Maria A. Neff
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                                   ITS:     EVP Human Resources
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