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                                                                    EXHIBIT 10.8

                            EMPLOYMENT OFFER LETTER

___________, 2001

Andrew Schultz
9241 LBJ Freeway
Dallas, TX 75243

Dear Andy:

I am pleased to extend this offer of full time employment with The Profit
Recovery Group USA, Inc. ("PRG") as an executive officer. This offer is
conditioned upon the closing of the acquisition of Howard Schultz & Associates
International, Inc. ("HSA-Texas") and related companies (the "Closing") and your
signing the attached Employee Agreement. The terms of this offer when accepted
by you, together with the Employee Agreement you have signed, will replace and
supersede the terms of employment that you have with HSA-Texas, effective upon
the Closing. 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 my attention at the Atlanta office. Both this offer letter and
Employee Agreement must be signed prior to the Closing.

The following confirms our offer:

1.       Base Salary. Your base salary will be at the rate of $240,000 per
         annum, paid $9,230.77 every two weeks and pro-rated for partial years.

2.       Bonus. You will be eligible for an incentive bonus plan, which will
         include payout potentials of 35% of your base pay for achievement of
         annual target performance goals and pay out potentials of 70% of your
         base pay for achievement of annual max performance goals, in accordance
         with PRGX's incentive bonus plan, prorated for 2002 if the Closing
         occurs after January 2002. See Addendum A for more details about the
         performance goals and bonus opportunity for 2002. Your bonus for 2002
         will be no less than $60,000, prorated for the number of months in 2002
         after the Closing occurs.

3.       Term. The term of your employment shall commence on the date of the
         Closing ("Closing Date"), and shall continue until the second
         anniversary of the Closing Date, unless sooner terminated as
         hereinafter provided.

4.       Employee Benefits. You will be eligible for participation in PRG's
         Employee Benefits Plan, which currently offers medical, dental, life,
         short term and long term disability insurance, flexible spending
         accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The
         effective dates for your coverage and participation in these plans have
         previously been communicated to you under separate cover and with
         respect to all insured plans, will be subject to your eligibility for
         coverage at standard rates.

5.       Termination.

(a)      This Agreement may be terminated by PRG for "cause" upon delivery to
         you of notice of termination. As used herein, "cause" shall mean (i)
         fraud, material dishonesty, gross negligence, willful misconduct,
         commission of a felony or an act of moral turpitude, or (ii) engaging
         in


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                                                                  Andrew Schultz
                                                                   _______, 2001
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         activities prohibited by Sections 3,4,5,6 of 7 of the Employee
         Agreement signed by you and dated as of date hereof, or any other
         material breach of this Agreement.

(b)      You may, without cause, terminate this Agreement by giving PRG thirty
         (30) days' written notice in the manner specified in Section 7 hereof
         and such termination will be effective on the thirtieth (30th) day
         following the date of such notice or such earlier date as PRG
         specifies.

(c)      In the event of your Disability, physical or mental, PRG 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 PRG as to whether a
         Disability exists, then such issue shall be decided by a medical doctor
         selected by PRG 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 action, including
         those of payment or compliance with covenants, subsequent to
         termination shall survive such termination.

(e)      If your employment with PRG is terminated by PRG for cause or if you
         voluntarily resign, you will receive your base salary prorated through
         the date of termination, payable in accordance with PRG's normal
         payroll procedure.

(f)      If your employment with PRG is terminated by your death or Retirement,
         you (or your legal representative in the case of death) will receive
         base salary for the year in which such termination occurs prorated
         through the date of such termination and 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 will be in accordance
         with PRG's 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.

(g)      If your employment with PRG is terminated for Disability (as defined
         herein), you or your legal representative will receive all unpaid base
         salary for the year in which such termination occurs prorated through
         the date of termination with such prorated base salary payable in
         accordance with PRG's 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.

(h)      If your employment is terminated for any reason, you will be paid
         within sixty (60) days of termination for the value of all unused
         vacation time which accrued during the calendar year


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                                                                  Andrew Schultz
                                                                   _______, 2001
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         in which such termination occurs up to the date of termination in
         accordance with the Company's policies.

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

7.       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 PRG:        The Profit Recovery Group USA, Inc.
                                    2300 Windy Ridge Parkway
                                    Suite 100 North
                                    Atlanta, Georgia 30339-8426
                                    Attention: General Counsel

                  If to you:
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8.       Withholdings. PRG 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 news.

9.       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 to me at your earliest convenience but in any event on or before
_____________, 2001.

                                       Best wishes,



                                       John M. Cook

Agreed:



---------------------------------------
Andrew Schultz


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