CHANGE OF CONTROL AND RESTRICTIVE COVENANT AGREEMENT

<PAGE>

                        CHANGE OF CONTROL AND RESTRICTIVE
                               COVENANT AGREEMENT

     This Change of Control and Restrictive Covenant Agreement ("Agreement") is
entered into this 14 day of February, 2005 by and among Richard J. Bacon
("Executive"), PRG-Schultz USA, Inc., a Georgia corporation ("USA") and
PRG-Schultz International, Inc., a Georgia corporation that owns all of the
capital stock of USA ("PRGS").

     WHEREAS, Executive and USA entered into that certain offer letter agreement
("Offer Letter") dated September 1, 2003 which set forth the terms of employment
under which USA employed Executive as the Executive Vice President,
International, for USA;

     WHEREAS, in connection with Executive's employment, Executive executed that
certain Employee Agreement (the "Employee Agreement") dated [2/14/05], which
contained certain restrictive covenants;

     WHEREAS, Executive is a senior executive of USA whose services are
extremely valuable to USA, and whose services include responsibilities for
international sales for PRGS, and PRGS' affiliates and subsidiaries;

     WHEREAS, Executive has had and will have access to the valuable and
proprietary trade secrets of USA and its customers, and Executive has had and
will have close contact with the customers and employees of USA;

     WHEREAS, Executive and USA desire to enter into this Change of Control and
Restrictive Covenant Agreement to (a) amend certain provisions of the Offer
Letter regarding termination of employment and severance in the manner set forth
herein, (b) provide Executive additional security and benefits in the event of
any actual or threatened change of control of PRGS, (c) provide incentives to
Executive to remain employed with USA, (d) provide PRGS with reasonable
protection of the valuable trade secrets and confidential information of USA and
its customers, as well as the relationships between USA and its customers and
employees, and (e) preserve the goodwill of PRGS for the benefit of the
shareholders in the event a change of control occurs;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall have
the meaning specified:

     "Business of USA" shall mean (a) audit services (i) to identify and recover
lost profits from any source, including, without limitation, payment errors,
missed or inaccurate discounts, allowances, or rebates, vendor pricing errors,
or duplicate payments and (ii) to identify expense containment opportunities;
(b) development and use of technology to provide such services; and (c)
provision of related consulting services.

<PAGE>

     "Cause" shall mean, as determined by the Board of Directors of PRGS (the
"Board") in good faith: (1) a material breach by Executive of the duties and
responsibilities of Executive or any written policies or directives of USA
(other than as a result of incapacity due to physical or mental illness) which
is (i) willful or involves gross negligence, and (ii) not remedied within thirty
(30) days after receipt of written notice from USA which specifically identifies
the manner in which such breach has occurred; (2) Executive commits any felony
or any misdemeanor involving willful misconduct (other than minor violations
such as traffic violations) that causes damage to the property, business or
reputation of USA, as determined in good faith by the Board; (3) Executive
engages in a fraudulent or dishonest act, as determined in good faith by the
Board; (4) Executive engages in habitual insobriety or the use of illegal drugs
or substances; (5) Executive breaches his fiduciary duties to the Company, as
determined in good faith by the Board; or (6) Executive engages in activities
prohibited by Sections 9 through 15 hereof.

     "Change of Control" shall mean the occurrence, on or before December 31,
2005, of any of the following events: (i) a majority of the outstanding voting
stock of PRGS shall have been acquired or beneficially owned by any person
(other than PRGS or a subsidiary of PRGS) or any two or more persons acting as a
partnership, limited partnership, syndicate or other group, entity or
association acting in concert for the purpose of voting, acquiring, holding, or
disposing of voting stock of PRGS; or (ii) a merger or a consolidation of PRGS
with or into another corporation, other than (A) a merger or consolidation with
a subsidiary of PRGS, or (B) a merger or consolidation in which the holders of
voting stock of PRGS immediately prior to the merger as a class hold immediately
after the merger at least a majority of all outstanding voting power of the
surviving or resulting corporation or its parent; or (iii) a statutory exchange
of shares of one or more classes or series of outstanding voting stock of PRGS
for cash, securities, or other property, other than an exchange in which the
holders of voting stock of PRGS immediately prior to the exchange as a class
hold immediately after the exchange at least a majority of all outstanding
voting power of the entity with which PRGS stock is being exchanged; or (iv) the
sale or other disposition of all or substantially all of the assets of PRGS, in
one transaction or a series of transactions, other than a sale or disposition in
which the holders of voting stock of PRGS immediately prior to the sale or
disposition as a class hold immediately after the exchange at least a majority
of all outstanding voting power of the entity to which the assets of PRGS are
being sold; or (v) the liquidation or dissolution of PRGS; ; or (vi) the entry
into a definitive agreement with respect to any of the events specified in the
foregoing clauses (i) through (v) on or prior to December 31, 2005 if the
transactions contemplated by such agreement shall thereafter be consummated on
or before March 31, 2006. In the event of the occurrence of a Change of Control
under clause (vi) above, for all purposes hereof, other than the determination
under this Agreement that a Change of Control has occurred on or before December
31, 2005, the date the transactions contemplated by such agreement are
consummated shall be deemed to be the date of such Change of Control.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Competing Business" shall mean any business engaging in the same or
substantially similar business as the Business of USA.


                                      -2-

<PAGE>

     "Confidential Information" shall mean any confidential or proprietary
information relating to USA or its customers or affiliates that is not a Trade
Secret.

     "Good Reason" shall mean any one of the following: (i) USA's demotion of
the Executive to a lesser position than the position in which he is serving
prior to such demotion; (ii) the assignment to Executive of duties materially
inconsistent with his position or material reduction of the Executive's duties,
responsibilities or authority, all of which, as of the date hereof, are as set
forth on Exhibit A attached hereto and incorporated herein, in either case
without the Executive's prior written consent; provided, however, that a change
in the foregoing a that results solely from PRGS ceasing to be a publicly traded
entity or from PRGS becoming a wholly owned subsidiary of a publicly traded
entity shall not, in either event and standing alone, constitute grounds for
"Good Reason"; (iii) any reduction in Executive's base salary, target bonus or
target bonus plan without the Executive's prior consent unless other executives
who are parties to agreements similar to this one also suffer a comparable
reduction in their base salaries, target bonus or target bonus plan (for
purposes of this subsection (iii) "other executives" shall refer to James
Benjamin, Marie Neff, James Moylan, Richard Bacon, Eric Goldfarb, Paul van
Leeuwen or John Toma); or (iv) unless agreed to by Executive, the relocation of
Executive's principal place of business outside of the metropolitan area of
Atlanta, Georgia, in each case not remedied by USA within thirty (30) days after
receipt by USA of written notification from Executive as provided in Section 18
of this Agreement to USA that specifically identifies the Good Reason. The
Executive must notify USA of any event that constitutes Good Reason within
ninety (90) days following the Executive's knowledge of its occurrence or
existence or such event shall not constitute Good Reason under this Agreement.

     "Per Share Price" shall mean the value of the consideration received by a
shareholder of PRGS in exchange for one share of the Common Stock of PRGS in
connection with a transaction which constitutes a Change of Control.

     "Secret Information" means Confidential Information and Trade Secrets.

     "Trade Secrets" shall mean information of USA, its affiliates or customers,
without regard to form, including, but not limited to, technical or nontechnical
data, a formula, a pattern, a compilation, a program, a device, a method, a
technique, a drawing, a design, a process, financial data, financial plans,
product plans, or a list of actual or potential customers or suppliers which is
not commonly known by or available to the public and which information: (a)
derives economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use, and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.

     "Works" shall mean any work of authorship, code, invention, improvement,
discovery, process, formula, code algorithm, program, system, method, visual
work, or work product, whether or not patentable or eligible for copyright, and
in whatever form or medium and all derivative works thereof, which are, have
been or will be created, made, developed, or conceived by Executive in the
course of employment with USA, with USA's time, on USA's premises, using USA's
resources or equipment, or relating to the Business of USA.


                                       -3-

<PAGE>

     2. Transaction Success Fee.

          (a) Amount of Transaction Success Fee. Subject to the conditions set
forth in Section 2(b) below, USA shall pay to Executive an amount (the
"Transaction Success Fee") in the event a Change of Control occurs on or before
December 31, 2005 as follows:

               (i) If the Per Share Price received by the PRGS shareholders in
connection with the Change of Control is equal to or less than $7.00 per share,
the amount of the Transaction Success Fee shall be equal to $162,500.00.

               (ii) If the Per Share Price received by the PRGS shareholders in
connection with the Change of Control is $7.01 or more, but equal to or less
than $11.00, the amount of the Transaction Success Fee shall be calculated in
accordance with the following formula:

          (1)   Per Share Price minus $7.00 = Increase Dollar Amount;

          (2)   Increase Dollar Amount divided by $4.00 = Increase Percentage
               Amount;

          (3)   Increase Percentage Amount plus 50% = Aggregate Increase
               Percentage;

          (4)   Multiply Aggregate Increase Percentage by $325,000.00

For example, if the Per Share Price is $9.00, the Increase Dollar Amount will
equal $2.00, the Increase Percentage Amount will equal 50% (or .50) and the
Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case,
the Transaction Success Fee would be $325,000.00.

               (iii) If the Per Share Price received by the PRGS shareholders in
connection with the Change of Control is $11.01 or greater, the amount of the
Transaction Success Fee shall be equal to $487,500.00.

     If any written agreement with any "other executive" as defined in the Good
Reason definition in Section 1 hereof, similar to this Agreement, is amended to
reduce to a lower number the $7.00 amount in Section 2(a) of such agreement,
then the $7.00 in this Section 2(a) shall be automatically reduced to such lower
dollar amount. In the event of any stock split, stock dividend, or similar
adjustment in the number of outstanding shares of Common Stock of PRGS, then the
base prices of $7.00 to $11.00 that are set forth above and that are used to
determine the amount of the Transaction Success Fee shall be equitably adjusted
to reflect such split, dividend, or similar adjustment and the base numbers of
$7.00 and $4.00 set forth in (ii)(1)-(2) above shall also be equitably adjusted.

          (b) Conditions. In order for Executive to be eligible to receive the
Transaction Success Fee, the Change of Control must occur on or before December
31, 2005, and one of the following conditions must be met:

               (i) Executive is employed by USA or its affiliates on the date of
a Change of Control, but Executive is not offered a job after the Change of
Control with USA or its successor or affiliates, or Executive is offered
employment after the Change of Control, but


                                      -4-

<PAGE>

the terms of such employment are such that Executive would be entitled to resign
from employment for Good Reason; or

               (ii) Executive is employed by USA or its affiliates on the date
of a Change of Control and Executive remains employed by USA or its successor or
affiliates during the period beginning with the Change of Control and continuing
through the date that the Transaction Success Fee (or portion thereof) is earned
and due for payment in accordance with Section 2(c)(i) and (ii) below; or

               (iii) Executive is employed by USA or its affiliates on the date
of a Change of Control and Executive remains employed by USA or its successor or
affiliates after the date of the Change of Control, but Executive voluntarily
terminates such employment for Good Reason during the 12-month period following
the Change of Control;

               (iv) Executive is employed by USA or its affiliates on the date
of a Change of Control and Executive remains employed by USA or its successor or
affiliates after the date of the Change of Control, but such employment is
terminated by USA (or its successor or an affiliate) without Cause during the
12-month period following the Change of Control; or

               (v) Executive's employment with USA or its affiliates is
terminated prior to the date of a Change of Control without Cause or for Good
Reason, either in contemplation of a Change of Control or at the insistence of
the prospective purchaser of PRGS; provided, however, that, notwithstanding
anything to the contrary contained herein, Executive shall have no right to
receive any portion of a Transaction Success Fee, until the actual occurrence of
a Change of Control that occurs on or before December 31, 2005, and in the event
a Change of Control does not occur on or before December 31, 2005, Executive
shall have no right to receive a Transaction Success Fee.

          (c) Payment Terms. The Transaction Success Fee shall be due and
payable as follows:

               (i) If Executive is employed by USA or its successor or
affiliates on the six-month anniversary of the Change of Control, one-third of
the Transaction Success Fee shall be due and payable by USA to Executive within
30 days after such six-month anniversary.

               (ii) If Executive is employed by USA or its successor or
affiliates on the one-year anniversary of the Change of Control, two-thirds of
the Transaction Success Fee shall be due and payable by USA to Executive within
30 days after such one-year anniversary.

               (iii) Upon the occurrence of the events described in Section
2(b)(i) through (iv) above, the entire Transaction Success Fee (less any amounts
previously paid hereunder) shall be due and payable in a lump sum within 30 days
after the occurrence of such event.


                                      -5-

<PAGE>

                (iv) Upon the occurrence of the event described in Section
2(b)(v) above, the entire Transaction Success Fee shall be due and payable 30
days after the later to occur of termination of employment or the date of the
Change of Control.

     Notwithstanding the foregoing, if a portion of the Per Share Price to be
received by the PRGS shareholders is placed in escrow, paid in installments or
over time, or otherwise deferred for any reason, including in order to fund
potential claims in connection with a breach of any representation or warranty
given in connection with a Change of Control transaction or to be earned and
paid based on conditions to be determined after the closing of the Change of
Control transaction, the Transaction Success Fee shall be based on the Per Share
Price amount actually received by the PRGS shareholders and any increase in the
Transaction Success Fee caused by any post-closing payments shall be paid on the
later of the date set forth above or 30 days after the date of such post-closing
payment to the PRGS shareholders.

          (d) Termination for Cause. If Executive's employment is terminated by
USA (or a successor or affiliate) for Cause prior to the six-month anniversary
of the Change of Control, Executive shall not be entitled to receive any portion
of the Transaction Success Fee. If Executive's employment is terminated by USA
(or its successor or an affiliate) for Cause after the six-month anniversary of
the Change of Control, USA shall pay the portion of the Transaction Success Fee
due under Section 2(c)(i), but Executive shall not be entitled to receive the
amount described in Section 2(c)(ii). To the extent the amount due under 2(c)(i)
has been paid by USA prior to a termination under the condition described in the
foregoing sentence, Executive shall not be required to refund such portion of
the Transaction Success Fee.

     3. Restricted Stock Award. Executive acknowledges and agrees that execution
of this Agreement will also constitute Executive's acceptance of a restricted
stock award of 40,000 shares of the Common Stock of PRGS, the terms and
conditions of which are set forth on Exhibit B attached hereto and incorporated
herein. This Agreement will not be deemed accepted until Executive has delivered
an executed copy hereof to USA's Human Resources Department at the address set
forth on the signature page hereto.

     4. Additional Payments. Upon a Change of Control that occurs on or prior to
December 31, 2005, Executive shall be entitled to an additional payment
("Additional Payment") as follows:

          (a) No Post-Closing Service. (i) Executive shall be entitled to an
additional payment of $650,000.00, payable in equal bi-weekly installments, over
the two-year period beginning six months following the Change of Control if
Executive is employed by USA or its affiliates on the date of a Change of
Control, but Executive is not offered a job following the Change of Control with
USA or its successor or affiliates or Executive is offered employment after the
Change of Control, but the terms of such employment are such that Executive
would be entitled to resign from employment for Good Reason.

               (ii) If Executive's employment with USA or its affiliates is
terminated prior to the date of a Change of Control without Cause or for Good
Reason, either in contemplation of a Change of Control or at the insistence of
the prospective purchaser of PRGS,


                                      -6-

<PAGE>

Executive shall be deemed to have met the requirements of this Section 4(a);
provided, however, that, notwithstanding anything to the contrary contained
herein, Executive shall have no right to receive any portion of an Additional
Payment, until the actual occurrence of a Change of Control that occurs on or
before December 31, 2005, and in the event a Change of Control does not occur on
or before December 31, 2005, Executive shall have no right to receive an
Additional Payment.

          (b) Termination in First Six Months. Executive shall be entitled to an
additional payment of $650,000.00, payable in equal bi-weekly installments, over
the two-year period beginning six months following termination of employment if
Executive is employed by USA or its affiliates on the date of the Change of
Control, but (i) Executive terminates his employment with USA or its successor
or affiliates for Good Reason during the six-month period following the Change
of Control, or (ii) Executive's employment is terminated by USA or its successor
or affiliates without Cause during the six-month period following the Change of
Control; or

          (c) Termination in Second Six Months. Executive shall be entitled to
an additional payment of $487,500.00, payable in equal bi-weekly installments,
over the 18-month period beginning six months following termination of his
employment if Executive is employed by USA or its affiliates on the date of a
Change of Control, but (i) Executive terminates his employment with USA or its
successor or affiliates for Good Reason after the six-month anniversary of the
Change of Control but on or before the one-year anniversary of the Change of
Control (the "Second Period"), or (ii) Executive's employment is terminated by
USA or its successor or affiliates without Cause during the Second Period.

          (d) Limitation on Payments. The payments described in Section 4(a)
through (c) shall be paid in lieu of any "severance" amount to which Executive
would be entitled under Section 8 of the Offer Letter (as such Section is
amended by Section 5 hereof) should the events described above occur. If a
Change of Control does not occur on or before December 31, 2005, Executive shall
not be entitled to any Additional Payments pursuant to Section 4 of this
Agreement, and Executive shall be entitled to only those severance benefits, if
any, payable under Section 8 of the Offer Letter (as such Section is amended by
Section 5 hereof). If Executive terminates his employment with USA or its
successor or affiliates for Good Reason after the one-year anniversary of the
Change of Control or Executive's employment is terminated by USA or its
successor or affiliates without Cause after the one-year anniversary following
the Change of Control, Executive shall not be entitled to receive any Additional
Payment under Section 4 of this Agreement, and Executive shall be entitled to
only those severance benefits, if any, payable under Section 8 of the Offer
Letter (as such Section is amended by Section 5 hereof). Executive shall not be
entitled to any payment under this Section 4 if Executive is terminated for
Cause. If Executive receives the Additional Payments pursuant to this Section 4,
he shall not be entitled to receive any severance benefits under Section 8 of
the Offer Letter

          (e) Acceleration. To the extent that the American Jobs Creation Act of
2004 (the "Act") is interpreted to allow earlier payment of the Additional
Payments contemplated under Sections 4(a) through (c), then Sections 4(a), (b),
and (c) shall be automatically amended


                                      -7-

<PAGE>

to delete the phrase "beginning six months" which appears in each such Section
and such Additional Payment under Section 4(a) shall be made as early as the Act
permits.

          (f) Execution of General Release. Executive acknowledges and agrees
that he is not eligible to receive any Additional Payments unless and until he
executes a general release agreement and covenant not to sue, in the form
attached hereto at Exhibit C.

          (g) No Double Benefits. The Additional Payments contemplated under
this Section 4 are intended to replace and supersede any benefits Executive may
be entitled to under Section 8 of the Offer Letter (as amended by Section 5 of
this Agreement) if a Change of Control occurs. If a Change of Control does not
occur, Executive shall be entitled to only those severance benefits, if any,
payable under Section 8 of the Offer Letter (as such Section is amended by
Section 5 hereof). Under no circumstances will Executive ever be entitled to
receive both the Additional Payments pursuant to this Section 4 and the
severance benefits pursuant to Section 8 of the Offer Letter (as amended by
Section 5 of this Agreement).

     5. Amendments to Offer Letter.

          (a) Section 8 of the Offer Letter is hereby deleted in its entirety
and replaced by the following:

     "(a) If your employment with PRGS is terminated for Cause (as such term is
defined in that certain Change of Control and Restrictive Covenant Agreement by
and between you and PRG-Schultz USA, Inc., dated February 14, 2005 ("Change of
Control Agreement") or if you voluntarily resign without Good Reason (as such
term is defined in the Change of Control Agreement), you will receive your base
salary prorated through the date of termination, payable in accordance with
PRGS's normal payroll procedure, and you will not receive any bonus or any other
amount in respect of the year in which termination occurs or in respect of any
subsequent years.

     (b) If your employment with PRGS is terminated by PRGS without Cause or by
you for Good Reason, you will receive your base salary and earned bonus for the
year in which such termination occurs prorated through the date of such
termination, plus a severance payment equal to continuation of your base salary
for twelve (12) months payable bi-weekly conditioned upon signing release and
covenant not to sue. Except as provided in the immediately preceding sentence,
you will not receive any other amount in respect of the year in which
termination occurs or in respect of any subsequent years. You will not be
entitled to any amounts under the Change of Control Agreement, except for any
unpaid Transaction Success Fee earned prior to your termination. The prorated
base salary and severance payments will be paid in accordance with PRGS' normal
payroll procedures.

     (c) If your employment with PRGS is terminated by your death or retirement,
you (or your legal representative in the case of death) will receive base salary
and bonus for the year in which such termination occurs prorated through the
date of such termination and will not receive any other amount in respect of the
year in which termination occurs or in respect of any subsequent years. The
prorated base salary will be paid in accordance with PRGS' normal payroll
procedure and the prorated bonus will be paid in a lump sum within ninety (90)
days after the end of the year


                                      -8-

<PAGE>

to which it relates. You will not be entitled to any amounts under the Change of
Control Agreement, except for any unpaid Transaction Success Fee earned prior to
your termination.

     (d) If your employment with PRGS is terminated for Disability (as defined
above), you or your legal representative will receive all unpaid base salary and
bonus for the year in which such termination occurs prorated through the date of
termination with such prorated base salary payable in accordance with PRGS's
normal payroll procedure and the prorated bonus payable in a lump sum within
ninety (90) days after the end of the year to which it relates. You will not be
entitled to any amounts under the Change of Control Agreement, except for any
unpaid Transaction Success Fee earned prior to your termination."

          (b) Section 7 of the Offer Letter is hereby deleted in its entirety
and replaced by the following:

     "(a) This Agreement may be terminated by PRGS for Cause upon delivery to
          you of a thirty (30) days notice of termination. "Cause" shall have
          the meaning ascribed to such term in the Change of Control Agreement.

     (b)   Either party, without Cause, may terminate this Agreement by giving
          thirty (30) days written notice. Additionally, your employment may be
          terminated by you for "Good Reason". "Good Reason" shall have the
          meaning ascribed to such term in the Change of Control Agreement.

     (c)   In the event of your Disability, physical or mental, PRGS will have
          the right, subject to all applicable laws, including without
          limitation, the Americans with Disabilities Act ("ADA"), to terminate
          your employment immediately. For purposes of this Agreement, the term
          "Disability" shall mean your inability or expected inability (or a
          combination of both) to perform the services required of you hereunder
          due to illness, accident or any other physical or mental incapacity
          for an aggregate of ninety (90) days within any period of one hundred
          eighty (180) consecutive days during which this Agreement is in
          effect, as agreed by the parties or as determined pursuant to the next
          sentence. If there is a dispute between you and PRGS as to whether a
          Disability exists, then such issue shall be decided by a medical
          doctor selected by PRGS and a medical doctor selected by you and your
          legal representative (or, in the event that such doctors fail to
          agree, then in the majority opinion of such doctors and a third
          medical doctor chosen by such doctors). Each party shall pay all costs
          associated with engaging the medical doctor selected by such party and
          the parties shall each pay one-half (1/2) of the costs associated with
          engaging any third medical doctor.

     (d)   In the event this Agreement is terminated, all provisions in this
          Agreement or the Change of Control Agreement relating to any actions,
          including those of payment or compliance with covenants, subsequent to
          termination shall survive such termination."


                                      -9-

<PAGE>

     6. Acknowledgement of Restrictive Covenant Consideration. Executive
acknowledges and agrees that $707,500.00 (the "Restrictive Covenant
Consideration") of the aggregate value of amounts that USA has agreed to pay
under Sections 3 and 4 hereof, respectively, and any amounts that USA has agreed
to pay Executive under the Offer Letter as a result of termination of his
employment, is being paid in consideration of Executive's agreement to Sections
13, 14 and 15 below. Moreover, Executive acknowledges and agrees that the
Restrictive Covenant Consideration is subject to forfeiture in accordance with
Section 16(b) hereof in the event Executive breaches any of the covenants set
forth in Section 13, 14 or 15 hereof.

     7. Taxes. PRG shall deduct or withhold such amounts as may be required
pursuant to applicable federal, state, local, or other laws from all amounts
payable to Executive or awards to be made to Executive pursuant to this
Agreement.

      8. Excess Payments. In the event that any payment or award to be received
by Executive pursuant to Sections 2, 3, or 4 hereof or the value of any
acceleration right occurring pursuant to this Agreement in connection with a
Change of Control would be subject to an excise tax pursuant to Section 4999 of
the Code (or any successor provision), whether in whole or in part, as a result
of being an "excess parachute payment," within the meaning of such term in
Section 280G(b) of the Code (or any successor provision), the amount payable
under Sections 2, 3, and 4 shall be reduced so that no portion of such payment
or the value of such acceleration rights is subject to the excise tax pursuant
to Section 4999 of the Code. If the amount necessary to eliminate such excise
tax exceeds the amount otherwise payable under Sections 2, 3, and 4, no payment
shall be made under these Sections and no further adjustments shall be made.
Notwithstanding the previous sentence, no portion of such payment or any
acceleration right which tax counsel, selected by USA's accountant and
acceptable to Executive, determines not to constitute a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code will be taken into account.

     9. Confidentiality. Executive covenants and agrees that, during and after
his employment by USA, he will treat as confidential and will not, without the
prior written approval of USA, use (other than in the performance of his
designated duties for USA) or disclose the Trade Secrets or Confidential
Information; provided, the foregoing obligation with respect to Confidential
Informa