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                                                                  EXHIBIT 10.64


October 28, 2002


James L. Benjamin
215 Clipper Bay Drive
Alpharetta, Georgia 30005

Dear Jim:

I am pleased to extend the terms and conditions of full time employment with
PRG-Schultz USA, Inc. ("PRGS") as Executive Vice President, U.S. Operations,
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. Addendum A lists the key responsibilities of your role.

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 the terms and conditions of your employment:

1.       Base Salary. Base salary of $275,000.00 per annum, paid $10,576.92
         bi-weekly. Your performance will be reviewed on March 1, 2003 and
         annually, thereafter.

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). In addition,
         you are eligible for an additional 50,000 options (based on
         performance) at the time of your performance review on March 1, 2003
         (subject to Board of Directors' approval).

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

5.       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


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         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.

6.       Termination.

         (a)      This Agreement may be terminated by PRGS for cause upon
                  delivery to you of a thirty (30) days notice of termination.
                  As used herein, "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 thirty (30) days written notice. Additionally, your
                  employment may be terminated by you for "Good Reason" upon
                  thirty (30) days prior written notice of termination (the
                  "Termination Notice") served personally with such "Good
                  Reason" being specified in the Termination Notice; provided
                  that at the time of such notice to PRG-Schultz, there is no
                  basis for termination by PRG-Schultz of your employment for
                  cause; and further provided that at the time of such
                  Termination Notice to PRG-Schultz you have delivered at least
                  30 days prior thereto a written notice to PRG-Schultz (the
                  "Event Notice") stating a condition exists which with the
                  passage of time will allow you to terminate your employment
                  for "Good Reason" and specifying the factual basis for such
                  condition and such condition has not been cured by
                  PRG-Schultz prior to its receipt of the Termination Notice.
                  For purposes of this provision, "Good Reason" means any one
                  of the following: (i) the assignment to you of duties or a
                  position or title inconsistent with or lower than the duties,
                  position or title provided in this offer letter; (ii) the
                  principal place where you are required to perform a
                  substantial portion of your employment duties hereunder is
                  outside of the metropolitan Atlanta, Georgia area; or (iii)
                  the reduction of your Base Salary or potential Bonus below
                  amounts set forth herein; provided however you shall have no
                  right to terminate pursuant to this Section if PRG-Schultz's
                  Board of Directors or the Compensation Committee of the Board
                  (the "Committee") has duly authorized and directed a general
                  compensation decrease for all executive employees of
                  PRG-Schultz and the reduction of the sum of your Base Salary
                  and potential Bonus hereunder is similarly reduced in respect
                  of other executives. Notwithstanding the foregoing, a
                  termination shall not be treated as a termination for "Good
                  Reason" (A) if you have consented in writing to the
                  occurrence of the event giving rise to the claim of
                  termination for Good Reason or (B) unless you have delivered
                  an Event Notice to PRG-Schultz at least 30 days prior to
                  providing the Termination Notice and the event identified in
                  the Event Notice shall not have been cured by PRG-Schultz
                  prior to its receipt of the Termination Notice.

         (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


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                  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.

8.       Severance Payments.

         (a)      If your employment with PRGS is terminated for 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
                  cause or for Good Reason, 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 PRGS will pay the difference
                  between the current cost of your medical benefits and the
                  cost of COBRA for a period of twelve (12) months following
                  termination both 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.


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         (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.

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. In the event of any conflict between the form Employee
         Agreement, this agreement will supercede the form Employee Agreement.


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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/  James L. Benjamin                                              10/28/02
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   James L. Benjamin                                                  Date





                                   ADDENDUM A

Job Duties and Responsibilities include but are not limited to:

-        Develop an aggressive, yet manageable, annual plan and budget, which
         emphasizes expanded business opportunities. Then, develop approaches
         to accelerate service offerings - to do it better, faster, and more
         efficiently.

-        Drive initiatives to ensure that quarterly revenue/earnings objectives
         are met.

-        Lead the development of the strategic business plans for the United
         States, including positioning strategies aimed at growing the firm's
         market leadership position.

-        Monitor trends in the relevant industries to anticipate and meet new
         market opportunities and competitive threats.


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-        Develop and focus the business plan on select strategic business
         initiatives/activities in an entrepreneurial environment that
         encourages continuous idea generation.

-        Select, motivate and develop staff to achieve high standards of
         performance.

-        Work closely and manage relationships with senior executives in the
         Corporate Office to ensure that the potential of the United States
         product range is understood throughout PRG-Schultz. Take leadership
         for delivering results.

-        Identify and assess the commercial viability of new business
         opportunities, including joint ventures and strategic relationships,
         capable of generating additional revenue streams and work with other
         general managers and managing directors to develop winning strategies
         and successful projects.


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