EXHIBIT 4.1


                               FIFTH AMENDMENT TO
                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     THIS FIFTH AMENDMENT (this "Amendment"), effective as of March 15, 2006, is
between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (the "Company"),
and WACHOVIA BANK, NATIONAL ASSOCIATION f/k/a FIRST UNION NATIONAL BANK, as
Rights Agent (the "Rights Agent").

                               W I T N E S S E T H

     WHEREAS, in connection with that certain Shareholder Protection Rights
Agreement dated as of August 9, 2000, as amended effective May 15, 2002, August
16, 2002, November 7, 2005 and November 14, 2005, between the Company and the
Rights Agent (the "Agreement"), the Board of Directors of the Company deems it
advisable and in the best interest of the Company and its shareholders to amend
the Agreement in accordance with Section 5.4 of the Agreement;

     WHEREAS, pursuant to its authority under Section 5.4 of the Agreement, the
Board of Directors of the Company has authorized and approved this Amendment to
the Agreement set forth herein as of the date hereof.

     NOW, THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used in this Amendment, which are not
otherwise defined herein, are used with the same meaning ascribed to such terms
in the Agreement.

     2. Amendments.

     (a)  The definition of "Acquiring Person" in Section 1.1 is hereby deleted
          in its entirety and replaced to read as follows:

          "Acquiring Person" shall mean any Person who is a Beneficial Owner of
          15% or more of the outstanding shares of Common Stock; provided,
          however, that the term "Acquiring Person" shall not include any Person
          (i) who shall become the Beneficial Owner of 15% or more of the
          outstanding shares of Common Stock solely as a result of an
          acquisition by the Company of shares of Common Stock, until such time
          thereafter as such Person shall become the Beneficial Owner (other
          than by means of a stock dividend or stock split) of any additional
          shares of Common Stock, (ii) who is the Beneficial Owner of 15% or
          more of the outstanding shares of Common Stock but who acquired
          Beneficial Ownership of shares of Common Stock without any plan or
          intention to seek or affect control of the Company, if such Person
          promptly enters into an irrevocable commitment promptly to divest, and
          thereafter promptly divests (without exercising or retaining any
          power, including voting, with respect to such shares), sufficient
          shares of Common Stock (or securities convertible into, exchangeable
          into or exercisable for Common Stock) so that such Person ceases to be
          the Beneficial Owner of 15% or more of the outstanding shares of
          Common Stock, (iii) who is the Beneficial Owner of shares of Common
          Stock consisting solely of shares of Common Stock, the Beneficial

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          Ownership of which was acquired by such Person pursuant to any action
          or transaction or series of related actions or transactions approved
          by the Company's Board of Directors before such person otherwise
          became an Acquiring Person, (iv) who was the Beneficial Owner of 15%
          or more of the outstanding shares of Common Stock on August 9, 2000
          and does not thereafter acquire Beneficial Ownership of additional
          shares of Common Stock that in the aggregate exceed 2% of the
          outstanding shares of Common Stock, or (v) who is a member of the Ad
          Hoc Committee of the Company's 4 3/4% Convertible Subordinated Note
          holders formed in October 2005 (including without limitation the Blum
          Investors, Parkcentral Global Hub, Limited and Petrus Securities, L.P.
          and any affiliates or associates of those Persons named as reporting
          persons on a Schedule 13D or amendment thereto filed by such Persons
          with the Securities and Exchange Commission with respect to the
          Company's securities and as a direct result of the formation and/or
          activities of the Ad Hoc Committee) and who may be deemed to be an
          Acquiring Person solely due to such Person's membership or
          participation in the activity of the Ad Hoc Committee (as a point of
          clarification of this clause (v), in no event shall any acquisition of
          shares of Common Stock of the Company or securities convertible into
          shares of Common Stock of the Company by any such Person be exempted
          hereunder); provided, however, that the terms of this clause (v) shall
          automatically expire and have no further effect upon the dissolution
          of the Ad Hoc Committee by the members of the Committee. In addition,
          notwithstanding any provision of this Agreement to the contrary, (A)
          no Blum Investor or Investors shall be deemed an Acquiring Person for
          any purpose under this Agreement for so long as that certain
          standstill agreement (the "Standstill Agreement") between the Company
          and the Blum Investors dated August 16, 2002, as amended and restated
          on November 14, 2005, is in effect and so long as the Blum Investors
          have increased their Beneficial Ownership of Common Stock above that
          shown in the Blum Investors' amendment to Schedule 13D filed with the
          Securities and Exchange Commission on June 17, 2002 by no more than
          5,784,675 shares in the aggregate (without giving effect to (i) any
          stock split, share dividend, recapitalization, reclassification or
          similar transactions effected by or with the approval of the Board of
          Directors of the Company after the date hereof, (ii) any shares that
          they may be deemed to own beneficially of any member of the Ad Hoc
          Committee solely by reason of their membership or participation in the
          activities of that Committee, (iii) any shares that they may be deemed
          to own beneficially as the result of the acquisition after the date
          hereof, but prior to the expiration of the exchange offer described in
          (B) below, of any of the Company's 4 3/4% Convertible Subordinated
          Notes and any shares of Common Stock acquired upon conversion thereof,
          and (iv) any increase in the Blum Investors' beneficial ownership as a
          result of the consummation of the transactions described in (B) below,
          but only to the extent set forth therein) (the "Limit"); provided,
          however, that the Limit shall be reduced, on a share for share basis,
          by any shares sold or otherwise disposed of by any Blum Investor
          otherwise than to another Blum Investor and by that number of shares
          that are acquired by the Company under an Option Agreement in the form
          attached hereto as Annex A between the Company and Schultz PRG
          Liquidating Investments Ltd.; provided, further, however, that any
          termination of the Standstill Agreement by the Company or delivery of

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          any notice of termination by the Blum Investors, in each case pursuant
          to Section 16 of the Standstill Agreement, shall rescind this sentence
          and cause the Blum Investors' full Beneficial Ownership of Common
          Stock to be considered for purposes of determining whether or not the
          Blum Investors are an Acquiring Person, and (B) no increase in any
          Person's Beneficial Ownership of Company Common Stock resulting solely
          from the consummation of, or the acceptance of securities by the
          Company in, its contemplated exchange of securities for its 4 3/4%
          Convertible Subordinated Notes, as described more fully in the
          Company's Schedule TO filed with the Securities and Exchange
          Commission on February 1, 2006, as amended, shall be considered in
          determining whether or not such Person Beneficially Owns 15% or more
          of the Company's Common Stock; provided that this subsection (B) shall
          have no force or effect if any such Person shall have increased his,
          her or its Beneficial Ownership of Company Common Stock subsequent to
          the consummation of such exchange offer (other than an increase due
          solely to a decrease in the number of shares of Common Stock
          outstanding) without the prior approval of the Company's Board of
          Directors or a committee thereof composed of independent directors,
          determined in accordance with the standards of the Nasdaq National
          Market. Additionally, the Company, any wholly-owned Subsidiary of the
          Company and any employee stock ownership or other employee benefit
          plan of the Company or a wholly-owned Subsidiary of the Company shall
          not be an Acquiring Person.

     3. Counterparts. This Amendment may be executed in any one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute the same Amendment.

     4. Ratification. Except as modified and amended as set forth herein, the
Agreement is hereby ratified and confirmed without further modification or
amendment.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the date first above written.

                                       PRG-SCHULTZ INTERNATIONAL, INC.


                                       By:  /s/ James B. McCurry
                                           -------------------------------------
                                       Name:  James B. McCurry
                                           -------------------------------------
                                       Title: President and Chief Executive
                                              Officer
                                           -------------------------------------


WACHOVIA BANK, NATIONAL ASSOCIATION
f/k/a FIRST UNION NATIONAL BANK


By:  /s/ Patrick J. Edwards
   -------------------------------------
Name:  Patrick J. Edwards
   -------------------------------------
Title: Vice President
   -------------------------------------




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