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                                                                  EXHIBIT 10.65


October 25, 2002


Eric Goldfarb
10500 Saltsby Court
Raleigh, North Carolina 27615

Dear Eric:

I am pleased to extend this offer of full time employment with PRG-Schultz USA,
Inc. ("PRGS") as Executive Vice President/CIO, reporting to Mark Perlberg,
President and Chief Operating Officer, or his designee, conditioned upon your
signing this offer letter. We are very excited about your joining our
organization and the opportunities for our mutual success.

Enclosed is our new hire package, which includes the forms to be completed and
returned to me at the Atlanta office.

The following confirms our offer:

1.       Base Salary. Base salary of $275,000.00 per annum, paid $10,576.92
         bi-weekly.

2.       Performance Bonus. You will be eligible for an incentive bonus
         ("Incentive Bonus") which will include payout potentials of 35% of
         your base pay for achievement of annual target performance goals and
         payout potentials of 70% of your base pay for achievement of annual
         maximum performance goals, in accordance with PRGS's incentive bonus
         plan.

3.       Options. You will be granted options to purchase 50,000 shares of
         Common Stock in PRG Schultz International, Inc. ("PRGX"), subject to
         Board of Directors approval. This grant will be made pursuant to the
         terms of your option agreement (25% immediate vesting on the date of
         issue and 25% vesting on each anniversary date of issue).

4.       Car Allowance. You will receive an annual car allowance in the amount
         of $15,000.00 paid $1,250.00 monthly.

5.       Relocation. PRGS will pay the cost of moving your household goods to
         Georgia per the terms of our relocation agreement with United Van
         Lines (or an alternative carrier of your choice subject to PRGS
         approval), and provide a relocation allowance of up to $60,000.00. In
         order to be eligible for this benefit you must sign the relocation
         addendum acknowledging your agreement that you will repay the amount
         of this relocation benefit if you voluntarily leave PRGS within one
         year of the relocation.


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6.       Employee Benefits. You will be eligible for participation in PRGS'
         Personal Benefits Plan, which offers a full suite of benefit services.
         You will receive your benefits package at your home address prior to
         your eligibility date. Medical, dental, and flexible spending account
         eligibility begins the first of the month following 30 days of
         employment. PRGS also offers a 401(k) Savings Plan and Employee Stock
         Purchase Plan. You will be eligible to participate in the 401(k)
         Savings Plan at the beginning of the month following your start date
         (if age 21 or over), and you will be eligible to participate in the
         Employee Stock Purchase Plan at the beginning of the next purchase
         period after you have completed six (6) months of employment.

7.       Termination.

         (a)      This Agreement may be terminated by PRGS for reasonable cause
                  upon delivery to you of a thirty (30) days notice of
                  termination. As used herein, "reasonable cause" shall mean
                  (i) fraud, dishonesty, gross negligence, willful misconduct,
                  commission of a felony or an act of moral turpitude, or (ii)
                  engaging in activities prohibited by Sections 3, 4, 5, 6 or 7
                  of the PRGS Employee Agreement, or any other material breach
                  of this Agreement.

         (b)      Either party, without cause, may terminate this Agreement by
                  giving written notice in the manner specified in Section 9
                  hereof.

         (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 Employee Agreement relating to any
                  actions, including those of payment or compliance with
                  covenants, subsequent to termination shall survive such
                  termination.


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8.       Severance Payments.

         (a)      If your employment with PRGS is terminated for reasonable
                  cause or if you voluntarily resign, you will receive your
                  base salary prorated through the date of termination, payable
                  in accordance with PRGS' 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
                  reasonable cause, you will receive your base salary and 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, and any non-vested PRGX stock options would vest
                  on termination date, both which are conditioned upon signing
                  an agreement and release. 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. 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 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 to which it relates.

         (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' 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.

         (e)      If you fail to observe or perform any of your duties and
                  obligations under Sections 3, 4, 5, 6 or 7 of the PRGS
                  Employee Agreement, you will forfeit any right to severance
                  or other termination payments of any amounts other than base
                  salary prorated through the date of termination and upon
                  PRGS' demand for same, you shall repay PRGS any severance or
                  other termination payments paid to you after the date of
                  termination of your employment with PRGS (other than such
                  base salary).

9.       Successors and Assigns. You may not assign this Agreement. This
         Agreement may be assigned by PRGS to any affiliate of PRGS. The
         provisions of this Agreement will be binding upon your heirs and legal
         representatives.


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10.      Notices. Any notice to be given under this Agreement shall be given in
         writing and may be effected by personal delivery or by placing such in
         the United States certified mail, return receipt requested and
         addressed as set forth below, or as otherwise addressed as specified
         by the parties by notice given in like manner:

If to PRGS:                PRG Schultz USA, Inc.
                           2300 Windy Ridge Parkway
                           Suite 100 North
                           Atlanta, Georgia 30339-8426
                           Attention: General Council

If to you:
                           ---------------------------------

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11.      Withholdings. PRGS will deduct or withhold from all amounts payable to
         you pursuant to this Agreement such amount(s) as may be required
         pursuant to applicable federal, state or local laws.

12.      Entire Agreement. This Agreement, the Employee Agreement and such
         other documents as may be referenced by such documents (the
         "Referenced Documents"), constitute our entire agreement with respect
         to the subject matter hereof and, except as specifically provided
         herein or in the Employee Agreement and the Referenced Documents,
         supersedes all of our prior discussions, understandings and
         agreements. Any such prior agreements shall be null and void. This
         Agreement may not be changed orally, but only by an agreement in
         writing signed by the party against whom enforcement of any waiver,
         change, modification, extension or discharge is sought. Time is of the
         essence of this Agreement and each and every Section and subsection
         hereof.


Please confirm your acceptance of this offer by signing and returning both this
letter and employee agreement to me within seven (7) days. If not returned by
that date, this offer is null and void.


Sincerely,

/s/ Marie Neff

Marie Neff
Senior Vice President, Human Resources

Accepted and agreed:


/s/  Eric D. Goldfarb                                             10/27/2002
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     Eric D. Goldfarb                                                Date


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