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                                                                   EXHIBIT 10.22
 
                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
 
     THIS FIRST AMENDMENT (the "First Amendment") is made this 7th day of March,
1997, effective as of December 31, 1996, by and among The Profit Recovery Group
International I, Inc., a Georgia corporation (the "Company") and John M. Cook
(hereinafter referred to as "Employee").
 
                         W I T N E S S E T H  T H A T:
 
     WHEREAS, Company, as successor to The Profit Recovery Group International
II, L.P., and Employee are parties to that certain Employment Agreement dated
March 20, 1996 (the "Employment Agreement"); and
 
     WHEREAS, Company and Employee desire to amend the Employment Agreement.
 
     NOW, THEREFORE, for good and valuable consideration to each party hereto,
the adequacy and receipt of which is acknowledged by such party, the parties
hereby agree as follows:
 
          1. The second sentence of Section 2(d) of Exhibit B of the Employment
     Agreement is hereby deleted in its entirety and replaced with the following
     new second sentence of Section 2(d) of Exhibit B of the Employment
     Agreement:
 
             "Any options to purchase common stock of PRGX granted to Employee
        pursuant to this Section 2(b) hereof shall be granted with a per share
        exercise price based upon the fair market value of PRGX Common Stock on
        December 31 of the Term Year with respect to which such additional
        options are earned and shall be evidenced by a separate stock option
        agreement substantially in the form of the Stock Option Agreement
        attached hereto as Exhibit C."
 
          2. Except to the extent expressly modified above, the Employment
     Agreement shall remain in full force and effect as originally executed.
 
     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have hereunto affixed their hands and seals the day and year first written
above.
 
                                          THE PROFIT RECOVERY GROUP
                                          INTERNATIONAL I, INC.
 
                                          By:        /s/ JOHN M. TOMA
                                            ------------------------------------
                                            John M. Toma
 
                                            Title: Vice Chairman
 
                                          EMPLOYEE:
 
                                                   /s/ JOHN M. COOK
                                          --------------------------------------
                                                      John M. Cook