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                                                                     EXHIBIT 4.9

                               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,

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                  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 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

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                  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 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.

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

      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 McCurry
                                             Name:  James McCurry.
                                             Title: Chief Executive Officer and
                                                    President

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

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