FIRST AMENDMENT TO RETAINER AGREEMENT

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                      FIRST AMENDMENT TO RETAINER AGREEMENT

This First Amendment to Retainer Agreement (this "Amendment") is entered into as
of October 1, 2005, between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia
corporation (PRGX) and David A. Cole ("Director").

WHEREAS, PRGX and Director entered into the Retainer Agreement dated as of July
20, 2005 (the "Agreement") that provided for, among other things, compensation
to be paid by Director;

WHEREAS, because of the evolution of Director's role since the execution of the
Agreement, the parties wish to reduce the Director's time commitment as
non-executive Chairman and revise the amount of the compensation paid to
Director under the Agreement effective as of October 1, 2005;

NOW, THEREFORE, PRGX and Director agree to amend the Agreement as follows:

     1. Subparagraph (c) of paragraph 2 of the Agreement is hereby deleted in
     its entirety and the following new subparagraph (c) of paragraph 2 is
     inserted in lieu thereof:

          (c) Director acknowledges that the duties described in this paragraph
     2 are expected to require Director's commitment of the equivalent of two
     days per week of Director's business time and attention during the first
     two months of the Appointment Period and one day per week thereafter during
     the Appointment Period. Director further acknowledges that these duties
     may, at times, require more or less than the time commitment described in
     the immediately preceding sentence

     2. Subparagraph (a) of paragraph 4 of the Agreement is hereby deleted in
     its entirety and the following new subparagraph (a) is inserted in lieu
     thereof:

          (a) Retainer Fee. On the Effective Date, PRGX shall pay Director an
     initial cash