SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this
"Agreement"),  dated as of August 9, 2000,  between  THE PROFIT  RECOVERY  GROUP
INTERNATIONAL,  INC., a Georgia  corporation  (the  "Company"),  and FIRST UNION
NATIONAL BANK, as Rights Agent (the "Rights Agent", which term shall include any
successor Rights Agent hereunder).

                                   WITNESSETH:

     WHEREAS,  the Board of  Directors  of the  Company has (a)  authorized  and
declared a dividend  of one right  ("Right")  in respect of each share of Common
Stock (as  hereinafter  defined)  held of record as of the close of  business on
August 14, 2000 (the "Record Time") and (b) authorized the issuance of one Right
in respect of each share of Common  Stock issued after the Record Time and prior
to the Separation Time (as  hereinafter  defined) and, to the extent provided in
Section 5.3, each share of Common Stock issued after the Separation Time;

     WHEREAS,  subject  to the terms  hereof  each  Right  entitles  the  holder
thereof,  after the Separation Time, to purchase  securities of the Company (or,
in certain cases, of certain other  entities)  pursuant to the terms and subject
to the conditions set forth herein; and

     WHEREAS,  the Company  desires to appoint the Rights Agent to act on behalf
of the Company,  and the Rights Agent is willing so to act, in  connection  with
the issuance,  transfer,  exchange and  replacement of Rights  Certificates  (as
hereinafter  defined),  the  exercise  of Rights and other  matters  referred to
herein;

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



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                                    ARTICLE I
                               CERTAIN DEFINITIONS

     1.1 Certain  Definitions.  For purposes of this  Agreement,  the  following
terms have the meanings indicated:

     "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 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  or (iv) who is the  Beneficial  Owner of 15% or more of the  outstanding
shares  of  Common  Stock on the date  hereof  and does not  thereafter  acquire
Beneficial  Ownership of additional shares of Common Stock that in the aggregate


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<PAGE>

exceed 2% of the outstanding  shares of Common Stock. In addition,  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.  Any applicable  determination made by
the  Company's  Board of  Directors  under the  preceding  clause (iii) shall be
subject to Sections 5.1(c) and 5.4 hereof.

     "Affiliate" and "Associate" shall have the respective  meanings ascribed to
such terms in Rule 12b-2 under the  Securities  Exchange  Act of 1934 as amended
(the  "Securities  Exchange Act"), as such Rule is in effect on the date of this
Agreement.

     A Person  shall be deemed  the  "Beneficial  Owner",  and have  "Beneficial
Ownership" of, and to "Beneficially Own", any securities as to which such Person
or any of such  Person's  Affiliates or Associates is or may be deemed to be the
beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Securities  Exchange
Act as such  Rules are in effect  on the date of this  Agreement  as well as any
securities  as to  which  such  Person  or any of such  Person's  Affiliates  or
Associates has the right to become the  Beneficial  Owner (whether such right is
exercisable  immediately  or only after the passage of time or the occurrence of
conditions) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights,  exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a Person shall not be
deemed the  "Beneficial  Owner",  or to have  "Beneficial  Ownership"  of, or to
"Beneficially  Own",  any  security (i) solely  because  such  security has been
tendered  pursuant to a tender or  exchange  offer made by such Person or any of
such Person's  Affiliates or Associates until such tendered security is accepted
for  payment or  exchange  or (ii)  solely  because  such  Person or any of such
Person's  Affiliates or Associates has or shares the power to vote or direct the
voting of such  security  pursuant to a  revocable  proxy given in response to a


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<PAGE>

public proxy or consent  solicitation made to more than ten holders of shares of
a class of stock of the Company  registered  under Section 12 of the  Securities
Exchange Act and pursuant to, and in accordance  with, the applicable  rules and
regulations  under the  Securities  Exchange  Act,  except if such power (or the
arrangements  relating  thereto) is then reportable under Schedule 13D under the
Securities  Exchange Act (or any similar  provision of a comparable or successor
report).  For purposes of this  Agreement,  in  determining  the  percentage  of
outstanding  shares  of  Common  Stock  with  respect  to which a Person  is the
Beneficial  Owner,  all shares as to which such Person is deemed the  Beneficial
Owner shall be deemed outstanding. Notwithstanding anything in this paragraph to
the  contrary,  a Person  shall not be deemed the  "Beneficial  Owner" of, or to
"Beneficially Own", any security  beneficially owned by another Person solely by
reason of an agreement,  arrangement or understanding with such other Person for
the purposes of: (x) soliciting the Company's  stockholders  for the election of
director  nominees or any other  stockholder  resolution,  the  formation of and
membership  on any  committee  for the  purpose of  promoting  or  opposing  any
stockholder resolution or for electing a slate of nominees to the Board, service
on such a slate of  nominees,  or  agreement  to  serve  on a slate of  director
nominees,  provided  that such  other  Person  retains  the right at any time to
withdraw as a nominee or member of any such committee, and to withhold or revoke
any vote or proxy for or against  any such  stockholder  resolution  or for such
slate of nominees; (y) entering into revocable voting agreements or the granting
or  solicitation  of  revocable  proxies  with  respect  to any  of the  matters
described  in the  foregoing  clause (x); or (z) the sharing of expenses and the
indemnification  against  expenses and liabilities by any such other Person with
respect to  expenses  incurred or conduct  occurring  during the time such other
Person is a nominee or a member of any such committee described in the foregoing
clause (x). Further, notwithstanding anything in this paragraph to the contrary,
a Person engaged in the business of underwriting  securities shall not be deemed
to be the  "Beneficial  Owner"  of, or to  "Beneficially  Own,"  any  securities


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<PAGE>

acquired in good faith in a firm commitment underwriting until the expiration of
forty days after the date of such acquisition.

     "Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking  institutions in the State of Georgia are generally  authorized or
obligated by law or executive order to close.

     "Close of business" on any given date shall mean the time on such date (or,
if such date is not a Business  Day,  the time on the next  succeeding  Business
Day) at which the office of the transfer  agent for the Common Stock (or,  after
the Separation Time, the office of the Rights Agent) is closed to the public.

     "Common Stock" shall mean the shares of common stock,  no par value, of the
Company.

     "Continuing  Director"  shall  mean any  member of the  Company's  Board of
Directors  while  such  person is a member of the Board who is not an  Acquiring
Person  or  an  Affiliate   or  an  Associate  of  an  Acquiring   Person  or  a
representative  or nominee of an  Acquiring  Person or of any such  Affiliate or
Associate, and who either (i) is a member of the Company's Board of Directors on
the date hereof or (ii)  subsequently  becomes a member of the Board,  and whose
nomination for election or election to the Board was  recommended or approved by
a majority of the Continuing Directors then on the Board.

     "Exchange  Time"  shall  mean the time at which the right to  exercise  the
Rights shall terminate pursuant to Section 3.1(c) hereof.

     "Exercise  Price" shall mean,  as of any date,  the price at which a holder
may purchase the securities issuable upon the exercise of one whole Right. Until
adjustment  thereof in accordance with the terms hereof the Exercise Price shall
equal $100.

     "Expiration  Time" shall mean the earliest of (i) the Exchange  Time,  (ii)
the Redemption Time,  (iii) the close of business on the tenth-year  anniversary
of the  Record  Time and (iv)  upon  the  merger  of the  Company  into  another
corporation  pursuant to an  agreement  entered  into when there is no Acquiring
Person  unless such  transaction  would  constitute a Flip-over  Transaction  or
Event.



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<PAGE>

     "Flip-in  Date"  shall  mean any Stock  Acquisition  Date  which is not the
result of a Flip-over Transaction or Event.

     "Flip-over Entity", for purposes of Section 3.2, shall mean (i) in the case
of a Flip-over  Transaction  or Event  described in clause (i) of the definition
thereof, the Person issuing any securities into which shares of Common Stock are
being  converted or exchanged and, if no such  securities are being issued,  the
other  party to such  Flip-over  Transaction  or Event and (ii) in the case of a
Flip-over  Transaction  or Event  referred to in clause  (ii) of the  definition
thereof,  the Person  receiving  the  greatest  portion of the assets or earning
power being transferred in such Flip-over  Transaction or Event, provided in all
cases  that  if  such  Person  is a  subsidiary  of a  corporation,  the  parent
corporation shall be the Flip-over Entity.

     "Flip-over Stock" shall mean the capital stock (or similar equity interest)
with the greatest voting power in respect of the election of directors (or other
persons similarly  responsible for direction of the business and affairs) of the
Flip-over Entity.

     "Flip-over  Transaction  or Event"  shall mean a  transaction  or series of
transactions in which, directly or indirectly, (i) the Company shall consolidate
or merge or  participate  in a share  exchange with any other Person (other than
the Company or one or more of its wholly owned  Subsidiaries) if, at the time of
the  consolidation,  merger or share  exchange or at the time the Company enters
into any  agreement  with  respect  to any such  consolidation,  merger or share
exchange,  such other Person (or an Affiliate or Associate thereof) controls the
Board of Directors of the Company and any term of or arrangement  concerning the
treatment  of shares of  capital  stock in such  consolidation,  merger or share


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<PAGE>

exchange  relating  to such  other  Person  is not  identical  to the  terms and
arrangements  relating to other  holders of the Common Stock or (ii) the Company
shall sell or otherwise  transfer (or one or more of its Subsidiaries shall sell
or  otherwise  transfer)  assets  (A)  aggregating  more than 50% of the  assets
(measured by either book value or fair market value) or (B) generating more than
50% of the  operating  income or cash flow of the Company  and its  Subsidiaries
(taken as a whole) to any Person  (other  than the Company or one or more of its
wholly owned  Subsidiaries)  or to two or more such Persons which are Affiliates
or Associates or otherwise acting in concert if, at the time of the entry by the
Company (or any such  Subsidiary) into an agreement with respect to such sale or
transfer or assets,  such other Person (or an  Affiliate  or Associate  thereof)
controls the Board of Directors of the Company.

     "Market  Price"  per share of any  securities  on any date  shall  mean the
average of the daily closing prices per share of such securities  (determined as
described  below)  on  each  of the 20  consecutive  Trading  Days  through  and
including the Trading Day immediately  preceding such date;  provided,  however,
that if an event of a type  analogous to any of the events  described in Section
2.4 hereof  shall have caused the closing  prices used to  determine  the Market
Price on any Trading  Days during such period of 20 Trading Days not to be fully
comparable  with the closing price on such date, each such closing price so used
shall be  appropriately  adjusted in order to make it fully  comparable with the
closing price on such date. The closing price per share of any securities on any
date shall be the last  reported  sale price,  regular  way, or, in case no such
sale takes  place or is quoted on such date,  the average of the closing bid and
asked prices, regular way, for each share of such securities,  in either case as
reported in the principal consolidated transaction reporting system with respect
to  securities  listed or admitted to trading on The Nasdaq  Stock Market or, if
the securities are not listed or admitted to trading on The Nasdaq Stock Market,
as reported in the  principal  consolidated  transaction  reporting  system with


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<PAGE>

respect to securities listed on the principal  national  securities  exchange or
quotation  system which the  securities are listed or admitted to trading or, if
the securities are not listed or admitted to trading on any national  securities
exchange,  the  average of the closing bid and asked  prices as  furnished  by a
professional  market  maker  making a market in the  securities  selected by the
Board of Directors of the Company;  provided,  however, that if on any such date
the  securities  are not listed or admitted to trading on a national  securities
exchange or traded in the  over-the-counter  market, the closing price per share
of such  securities  on such  date  shall  mean  the  fair  value  per  share of
securities on such date as determined in good faith by the Board of Directors of
the Company,  after consultation with a nationally recognized investment banking
firm and set  forth in a  certificate  delivered  to the  Rights  Agent.  If the
Preferred  Stock is not publicly held and listed or traded in a manner set forth
in this  paragraph,  the "Market  Price" per share of  Preferred  Stock shall be
conclusively  deemed  to be an  amount  equal  to 100  (as  such  number  may be
appropriately  adjusted  for such events as stock  splits,  stock  dividends  or
capitalizations  with  respect to the Common Stock  occurring  after the date of
this  Agreement)  multiplied  by the  Market  Price per  share of  Common  Stock
determined as provided in this paragraph.

     "Person" shall mean any  individual,  partnership,  association,  group (as
such term is used in Rule 13d-5 under the Securities  Exchange Act, as such Rule
is in effect on the date of this Agreement), corporation or other entity.

     "Preferred  Stock" shall mean the series of Participating  Preferred Stock,
no  par  value,  of  the  Company  created  by  the  Articles  of  Amendment  in
substantially the form set forth in Exhibit B hereto.

     "Redemption  Price"  shall mean an amount  equal to  one-tenth  of one cent
($0.001).



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<PAGE>

     "Redemption  Time" shall mean the time at which the right to  exercise  the
Rights shall terminate pursuant to Section 5.1 hereof.

     "Separation  Time"  shall mean the close of  business on the earlier of (i)
the tenth  business  day (or such  later date as the Board of  Directors  of the
Company may from time to time fix by resolution  adopted prior to the Separation
Time that  would  otherwise  have  occurred)  after the date on which any Person
commences a tender or exchange offer which, if consummated, would result in such
Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided,  that
if the foregoing  results in the Separation Time being prior to the Record Time,
the Separation Time shall be the Record Time and provided  further,  that if any
tender  or  exchange  offer  referred  to in  clause  (i) of this  paragraph  is
canceled, terminated or otherwise withdrawn prior to the Separation Time without
the purchase of any shares of Common Stock pursuant thereto, such offer shall be
deemed, for purposes of this paragraph, never to have been made.

     "Stock  Acquisition Date" shall mean the first date of public  announcement
by the Company (by any means) that an Acquiring Person has become such.

     "Subsidiary"  of any specified  Person shall mean any  corporation or other
entity of which a majority  of the voting  power of the equity  securities  or a
majority of the equity interest is Beneficially  Owned,  directly or indirectly,
by such Person.

     "Trading Day", when used with respect to any  securities,  shall mean a day
on which The Nasdaq Stock Market is open for the  transaction of business or, if
such  securities  are not listed or  admitted  to  trading  on The Nasdaq  Stock
Market, a day on which the principal national  securities  exchange or quotation
system on which such  securities are listed or admitted to trading,  is open for
the transaction of business or, if such securities are not listed or admitted to
trading on any national securities exchange or quotation system, a Business Day.



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<PAGE>

     "Transaction" shall mean any merger, consolidation,  share exchange or sale
of  assets  as a  result  of  which  all of the  holders  of  the  Common  Stock
immediately  prior to the  transaction do not hold in the same proportion all of
the voting power of the corporation  surviving the  transaction,  or the Company
shall sell,  mortgage or otherwise  transfer (or one or more of its subsidiaries
shall sell, mortgage or otherwise transfer),  in one or more transactions assets
aggregating  more than 50% of the assets  (measured by either book value or fair
market value) or generating  more than 50% of the operating  income or cash flow
of the Company and its Subsidiaries (taken as a whole) to any person (other than
the Company or one or more of its wholly-owned subsidiaries).

                                   ARTICLE II
                                   THE RIGHTS

     2.1 Summary of Rights.  As soon as  practicable  after the Record Time, the
Company will mail a letter summarizing the terms of the Rights to each holder of
record of Common Stock as of the Record Time, at such holder's  address as shown
by the records of the Company.

     2.2 Legend on Common Stock Certificates.  Certificates for the Common Stock
issued after the Record Time but prior to the Separation Time shall evidence one
Right  for each  share of  Common  Stock  represented  thereby  and  shall  have
impressed on, printed on, written on or otherwise  affixed to them the following
legend:

     Until the Separation Time (as defined in the Rights  Agreement  referred to
     below),  this  certificate also evidences and entitles the holder hereof to
     certain  Rights as set forth in a Rights  Agreement,  dated as of August 9,
     2000 (as such may be amended  from time to time,  the "Rights  Agreement"),
     between The Profit Recovery Group  International,  Inc. (the "Company") and
     First Union National  Bank, as Rights Agent,  the terms of which are hereby
     incorporated  herein  by  reference  and a copy of  which is on file at the
     principal executive offices of the Company. Under certain circumstances, as
     set forth in the Rights  Agreement,  such  Rights may be  redeemed,  may be
     exchanged  for shares of Common Stock or other  securities or assets of the
     Company or a  Subsidiary  of the Company,  may expire,  may become void (if
     they are "Beneficially  Owned" by an "Acquiring  Person" or an Affiliate or
     Associate thereof, as such terms are defined in the Rights Agreement, or by
     any  transferee  of any of the  foregoing)  or may be evidenced by separate
     certificates  and may no  longer  be  evidenced  by this  certificate.  The
     Company  will  mail or  arrange  for the  mailing  of a copy of the  Rights
     Agreement to the holder of this certificate without charge within five days
     after the receipt of a written request therefor.




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<PAGE>

Certificates representing shares of Common Stock that are issued and outstanding
at the Record  Time  shall  evidence  one Right for each  share of Common  Stock
evidenced thereby notwithstanding the absence of the foregoing legend.

     2.3 Exercise of Rights;  Separation of Rights. (a) Subject to Sections 3.1,
5.1 and 5.10 and  subject to  adjustment  as herein  set forth,  each Right will
entitle  the  holder  thereof,  after  the  Separation  Time  and  prior  to the
Expiration Time, to purchase,  for the Exercise Price, one one-hundredth (1/100)
of a share of Preferred Stock.

     (b) Prior to the  Separation  Time,  (i) no Right may be exercised and (ii)
each Right will be  evidenced by the  certificate  for the  associated  share of
Common Stock (together,  in the case of certificates  issued prior to the Record
Time,  with the letter mailed to the record holder  thereof  pursuant to Section
2.1) and will be  transferable  only together with, and will be transferred by a
transfer (whether with or without such letter) of, such associated share.

     (c) Subject to the terms hereof, after the Separation Time and prior to the
Expiration  Time,  the Rights (i) may be exercised  and (ii) may be  transferred
independent  of shares of Common Stock.  Promptly after the Company has notified
the Rights Agent of the occurrence of the Separation Time, the Rights Agent will
mail to each holder of record of Common Stock as of the  Separation  Time (other
than any Persons with respect to whom the Rights  Agent has been  notified  that
their  Rights have become void  pursuant to Section  3.1(b)),  at such  holder's
address as shown by the records of the Company (the Company  hereby  agreeing to
furnish  copies of such  records to the Rights  Agent for this  purpose),  (x) a
certificate  (a "Rights  Certificate")  in  substantially  the form of Exhibit A
hereto appropriately  completed,  representing the number of Rights held by such


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<PAGE>

holder  at the  Separation  Time and  having  such  marks of  identification  or
designation and such legends,  summaries or endorsements  printed thereon as the
Company may deem appropriate and as are not inconsistent  with the provisions of
this Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant  thereto or with any rule or regulation of any national
securities  exchange  or  quotation  system on which the Rights may from time to
time be listed or traded, or to conform to usage, and (y) a disclosure statement
describing the Rights.

     (d) Subject to the terms  hereof,  Rights may be  exercised on any Business
Day after the Separation  Time and prior to the Expiration Time by submitting to
the Rights Agent the Rights Certificate  evidencing such Rights with an Election
to Exercise (an  "Election to Exercise")  substantially  in the form attached to
the Rights  Certificate  duly  completed,  accompanied by payment in cash, or by
certified  or  official  bank check or money  order  payable to the order of the
Company,  a sum equal to the Exercise  Price  multiplied by the number of Rights
being  exercised and a sum  sufficient to cover any transfer tax or charge which
may be payable in respect of any  transfer  involved in the transfer or delivery
of Rights Certificates or the issuance or delivery of certificates for shares or
depository  receipts  (or both) in a name  other  than that of the holder of the
Rights being exercised.

     (e) Upon  receipt of a Rights  Certificate,  with an  Election  to Exercise
accompanied by payment as set forth in Section 2.3(d),  and subject to the terms
hereof,  the Rights Agent will  thereupon  promptly  (i)(A)  requisition  from a
transfer  agent  stock  certificates  evidencing  such number of shares or other
securities to be purchased (the Company hereby  irrevocably  agrees that it will
authorize its transfer agents to comply with all such  requisitions)  and (B) if
the  Company  elects   pursuant  to  Section  5.5  not  to  issue   certificates
representing fractional shares,  requisition from the depository selected by the


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<PAGE>

Company depository  receipts  representing the fractional shares to be purchased
or  requisition  from  the  Company  the  amount  of  cash to be paid in lieu of
fractional  shares in accordance with Section 5.5 and (ii) after receipt of such
certificates,  depository  receipts and/or cash, deliver the same to or upon the
order of the registered  holder of such Rights  Certificate,  registered (in the
case of  certificates  or  depository  receipts) in such name or names as may be
designated by such holder.

     (f) In case the  holder  of any  Rights  shall  exercise  less than all the
Rights evidenced by such holder's Rights  Certificate,  a new Rights Certificate
evidencing the Rights  remaining  unexercised will be issued by the Rights Agent
to such holder or to such holder's duly authorized assigns.

     (g) The Company  covenants and agrees that it will (i) take all such action
as may be necessary to ensure that all shares  delivered upon exercise of Rights
shall, at the time of delivery of the  certificates  for such shares (subject to
payment of the Exercise Price), be duly and validly authorized, executed, issued
and delivered and fully paid and nonassessable; (ii) take all such action as may
be necessary to comply with any applicable requirements of the Securities Act of
1933 and the Securities Exchange Act, and the rules and regulations  thereunder,
and any  other  applicable  law,  rule or  regulation,  in  connection  with the
issuance  of any shares  upon  exercise  of  Rights;  and (iii) pay when due and
payable any and all federal and state  transfer  taxes and charges  which may be
payable  in  respect  of  the  original  issuance  or  delivery  of  the  Rights
Certificates or of any shares issued upon the exercise of Rights,  provided that
the Company shall not be required to pay any transfer tax or charge which may be
payable in respect of any  transfer  involved  in the  transfer  or  delivery of
Rights  Certificates or the issuance or delivery of certificates for shares in a
name other than that of the holder of the Rights being transferred or exercised.

     2.4 Adjustments to Exercise Price;  Number of Rights.  (a) In the event the


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Company shall at any time after the Record Time and prior to the Separation Time
(i)  declare or pay a dividend on Common  Stock  payable in Common  Stock,  (ii)
subdivide the outstanding  Common Stock or (iii) combine the outstanding  Common
Stock in to a smaller  number of shares of Common Stock,  (x) the Exercise Price
in effect after such  adjustment  will be equal to the Exercise  Price in effect
immediately  prior to such adjustment  divided by the number of shares of Common
Stock  (the  "Expansion  Factor")  that a holder of one  share of  Common  Stock
immediately  prior to such  dividend,  subdivision  or  combination  would  hold
thereafter as a result thereof and (y) each Right held prior to such  adjustment
will  become  that  number  of Rights  equal to the  Expansion  Factor,  and the
adjusted  number of Rights will be deemed to be distributed  among the shares of
Common Stock with respect to which the original  Rights were associated (if they
remain   outstanding)  and  the  share  issued  in  respect  of  such  dividend,
subdivision  or  combination,  so that each such share of Common Stock will have
exactly one Right  associated  with it. Each  adjustment  made  pursuant to this
paragraph  shall be made as of the payment or effective  date for the applicable
dividend, subdivision or combination.

     In the event the Company  shall at any time after the Record Time and prior
to the  Separation  Time issue any shares of Common  Stock  otherwise  than in a
transaction  referred to in the preceding  paragraph,  each such share of Common
Stock so issued shall automatically have one new Right associated with it, which
Right shall be  evidenced by the  certificate  representing  such share.  To the
extent provided in Section 5.3, Rights shall be issued by the Company in respect
of shares of  Common  Stock  that are  issued or sold by the  Company  after the
Separation Time.

     (b) In the event the  Company  shall at any time after the Record  Time and
prior to the  Separation  Time issue or distribute  any  securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than pursuant to a


                                       14
<PAGE>

regular  periodic  cash  dividend  or a dividend  paid  solely in Common  Stock)
whether by a dividend, in a reclassification or recapitalization  (including any
such  transaction  involving  a merger,  consolidation  or share  exchange),  or
otherwise,  the Company  shall make such  adjustments,  if any, in the  Exercise
Price,  number of Rights and/or  securities or other property  purchasable  upon
exercise  of  Rights  as the  Board of  Directors  of the  Company,  in its sole
discretion,  may deem to be  appropriate  under  the  circumstances  in order to
adequately  protect the  interests of the holders of Rights  generally,  and the
Company and the Rights Agent shall amend this  Agreement as necessary to provide
for such adjustments.

     (c) Each adjustment to the Exercise Price made pursuant to this Section 2.4
shall be calculated to the nearest cent.  Whenever an adjustment to the Exercise
Price is made  pursuant to this  Section  2.4,  the Company  shall (i)  promptly
prepare a certificate setting forth such adjustment and a brief statement of the
facts accounting for such  adjustment,  (ii) promptly file with the Rights Agent
and with each transfer  account for the Common Stock a copy of such  certificate
and (iii)  mail a brief  summary  thereof to each  holder of Rights.  The Rights
Agent shall be fully  protected  in relying on any such  certificate  and on any
adjustment  therein  and  shall  not be  deemed  to have  knowledge  of any such
adjustment unless and until it shall have received such a certificate.

     (d) Irrespective of any adjustment or change in the securities  purchasable
upon exercise of the Rights, the Rights Certificates  theretofore and thereafter
issued  may  continue  to  express  the  securities  so  purchasable  which were
expressed in the initial Rights Certificates issued hereunder.

     2.5 Date on Which  Exercise  is  Effective.  Each  person in whose name any
certificate  for  shares is issued  upon the  exercise  of Rights  shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on, and such certificate  shall be dated, the date upon which the Rights
Certificate  evidencing  such  Rights was duly  surrendered  and  payment of the


                                       15
<PAGE>

Exercise Price for such Rights (and any applicable taxes and other  governmental
charges payable by the exercising holder hereunder) was made; provided,  however
that if the date of such  surrender  and  payment is a date upon which the stock
transfer  books of the Company are closed,  such person  shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next  succeeding  Business  Day on which  the  stock  transfer  books of the
Company are open.

     2.6 Execution, Authentication,  Delivery and Dating of Rights Certificates.
(a) The Rights  Certificates  shall be  executed on behalf of the Company by its
Chairman of the Board,  President,  Chief  Executive  Officer,  Chief  Operating
Officer,  Vice Chairman of the Board,  or Executive  Vice  President,  under its
corporate  seal  reproduced  thereon  attested  by its  Secretary  or one of its
Assistant  Secretaries.  The  signature  of any of these  officers on the Rights
Certificates may be manual or facsimile.

     Rights  Certificates   bearing  the  manual  or  facsimile   signatures  of
individuals  who were at any time the proper  officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such  offices  prior to the  countersignature  and  delivery of such Rights
Certificates.

     Promptly after the Company learns of the Separation  Time, the Company will
notify  the  Rights  Agent  of such  Separation  Time and  will  deliver  Rights
Certificates  executed by the Company to the Rights Agent for  countersignature,
and, subject to Section 3.1(b), the Rights Agent shall manually  countersign and
deliver  such  Rights  Certificates  to the  holders of the Rights  pursuant  to
Section  2.3(c)  hereof.  No Rights  Certificate  shall be valid for any purpose
unless manually countersigned by the Rights Agent.

     2.7  Registration,  Registration  of Transfer and  Exchange.  (a) After the
Separation  Time,  the  Company  will cause to be kept a register  (the  "Rights


                                       16
<PAGE>

Register") in which, subject to such reasonable regulations as it may prescribe,
the Company will provide for the registration and transfer of Rights. The Rights
Agent is hereby appointed "Rights  Registrar" for the purpose of maintaining the
Rights Register for the Company and  registering  Rights and transfers of Rights
after the Separation Time as herein provided. In the event that the Rights Agent
shall cease to be the Rights Registrar,  the Rights Agent will have the right to
examine the Rights Register at all reasonable times after the Separation Time.

     After the Separation Time and prior to the Expiration  Time, upon surrender
for registration of transfer or exchange of any Rights Certificate,  and subject
to the provisions of Section  2.7(c) and (d), the Company will execute,  and the
Rights  Agent will  countersign  and  deliver,  in the name of the holder or the
designated  transferee  or  transferees,  as required  pursuant to the  holder's
instructions,  one or more new Rights Certificates evidencing the same aggregate
number of Rights as did the Rights Certificate so surrendered.

     (b) Except as otherwise  provided in Section 3.1(b), all Rights issued upon
any  registration  of transfer or exchange of Rights  Certificates  shall be the
valid obligations of the Company,  and such Rights shall be entitled to the same
benefits under this Agreement as the Rights  surrendered upon such  registration
of transfer or exchange.

     (c) Every Rights  Certificate  surrendered for  registration of transfer or
exchange  shall be duly endorsed,  or be accompanied by a written  instrument of
transfer in form  satisfactory  to the Company or the Rights Agent,  as the case
may be,  duly  executed by the holder  thereof or such  holder's  attorney  duly
authorized  in  writing.  As a  condition  to the  issuance  of any  new  Rights
Certificate under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto.

     (d) The Company  shall not be required to register the transfer or exchange


                                       17
<PAGE>

of any Rights  after such Rights have become  void under  Section  3.1(b),  been
exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

     2.8 Mutilated,  Destroyed, Lost and Stolen Rights Certificates.  (a) If any
mutilated  Rights  Certificate  is  surrendered to the Rights Agent prior to the
Expiration  Time,  then,  subject to Sections  3.1(b) and 5.1, the Company shall
execute and the Rights Agent shall  countersign and deliver in exchange therefor
a new Rights Certificate  evidencing the same number of Rights as did the Rights
Certificate so surrendered.

     (b) If there shall be  delivered  to the Company and the Rights Agent prior
to the Expiration Time (i) evidence to their  satisfaction  of the  destruction,
loss or theft of any Rights  Certificate  and (ii) such security or indemnity as
may be required by them to save each of them and any of their  agents  harmless,
then,  subject to  Sections  3.1(b) and 5.1 and in the  absence of notice to the
Company or the Rights Agent that such Rights  Certificate has been acquired by a
bona fide  purchaser,  the Company shall execute and upon its request the Rights
Agent shall  countersign  and deliver,  in lieu of any such  destroyed,  lost or
stolen Rights Certificate,  a new Rights Certificate  evidencing the same number
of Rights as did the Rights Certificate so destroyed, lost or stolen.

     (c) As a condition to the issuance of any new Rights Certificate under this
Section  2.8, the Company may require the payment of a sum  sufficient  to cover
any tax or other governmental charge that may be imposed in relation thereto and
any  other  expenses  (including  the fees and  expenses  of the  Rights  Agent)
connected therewith.

     (d) Every new Rights  Certificate  issued  pursuant to this  Section 2.8 in
lieu of any  destroyed,  lost or stolen  Rights  Certificate  shall  evidence an
original  additional  contractual  obligation of the Company  whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone,  and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Rights duly issued hereunder.



                                       18
<PAGE>

     2.9 Persons Deemed Owners. Prior to due presentment of a Rights Certificate
(or, prior to the Separation Time, the associated Common Stock  certificate) for
registration  or transfer,  the  Company,  the Rights Agent and any agent of the
Company  or the  Rights  Agent may deem and treat the  person in whose name such
Rights  Certificate  (or,  prior  to the  Separation  Time,  such  Common  Stock
certificate)  is  registered  as the  absolute  owner  thereof and of the Rights
evidenced  thereby for all  purposes  whatsoever,  including  the payment of the
Redemption  Price and neither the Company nor the Rights Agent shall be affected
by any notice to the  contrary.  As used in this  Agreement,  unless the context
otherwise  requires,  the term "holder" of any Rights shall mean the  registered
holder of such Rights (or, prior to the Separation  Time, the associated  shares
of Common Stock).

     2.10 Delivery and  Cancellation of  Certificates.  All Rights  Certificates
surrendered  upon exercise or for registration of transfer or exchange shall, if
surrendered  to any person  other than the Rights  Agent,  be  delivered  to the
Rights Agent and, in any case,  shall be promptly  canceled by the Rights Agent.
The Company may at any time deliver to the Rights Agent for  cancellation of any
Rights Certificates  previously  countersigned and delivered hereunder which the
Company may have acquired in any manner whatsoever,  and all Rights Certificates
so  delivered  shall  be  promptly  canceled  by the  Rights  Agent.  No  Rights
Certificates  shall be  countersigned  in lieu of or in exchange  for any Rights
Certificates  canceled as provided in this  Section  2.10,  except as  expressly
permitted by this Agreement.  The Rights Agent shall destroy all canceled Rights
Certificates and deliver a Certificate of destruction to the Company.

     2.11 Agreement of Rights  Holders.  Every holder of Rights by accepting the
same  consents  and agrees with the Company and the Rights  Agent and with every
other holder of Rights that:

     (a) prior to the  Separation  Time,  each Right will be  transferable  only
together with, and will be transferred by a transfer of, the associated share of
Common Stock;



                                       19
<PAGE>

     (b) after the Separation Time, the Rights Certificates will be transferable
only on the Rights Register as provided herein;

     (c) prior to due  presentment  of a Rights  Certificate  (or,  prior to the
Separation  Time, the associated  Common Stock  certificate) for registration of
transfer,  the  Company,  the Rights  Agent and any agent of the  Company or the
Rights Agent may deem and treat the person in whose name the Rights  Certificate
(or, prior to the Separation Time, the associated  Common Stock  certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes  whatsoever,  and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary;

     (d)  Rights   beneficially   owned  by  certain  Persons  will,  under  the
circumstances set forth in Section 3.1(b), become void;

     (e)  this  Agreement  may be  supplemented  or  amended  from  time to time
pursuant to Section 2.4(b) or 5.4 hereof; and

     (f) notwithstanding anything in this Agreement to the contrary, neither the
Company nor the Rights  Agent shall have  liability  to any holder of a Right or
any other Person as a result of its inability to perform any of its  obligations
under this  Agreement by reason of any  preliminary  or permanent  injunction or
other order, decree or ruling issued by a court of competent  jurisdiction or by
a  governmental,  regulatory  or  administrative  agency or  commission,  or any
statute,  rule,  regulation  or executive  order  promulgated  or enacted by any
governmental authority prohibiting or otherwise restraining  performance of such
obligation,  provided,  however,  the Company must have used its best efforts to
have any such  order,  decree,  or ruling  lifted  or  otherwise  overturned  as
promptly as practicable.



                                       20
<PAGE>

                                   ARTICLE III

                            ADJUSTMENTS TO THE RIGHTS
                      IN THE EVENT OF CERTAIN TRANSACTIONS

     3.1 Flip-in.  (a) In the event that prior to the Expiration  Time a Flip-in
Date shall  occur,  the Company  shall take such action as shall be necessary to
ensure and provide  that,  except as provided in this  Section  3.1,  each Right
shall  constitute the right to purchase from the Company,  upon exercise thereof
in accordance  with the terms hereof (but subject to Section 5.10),  that number
of  shares  of  Common  Stock  having  an  aggregate  Market  Price on the Stock
Acquisition  Date equal to twice the Exercise  Price for an amount in cash equal
to the  Exercise  Price  (such  right to be  appropriately  adjusted in order to
protect the interests of the holders of Rights generally in the event that on or
after such Stock  Acquisition  Date an event of a type  analogous  to any of the
events  described in Section  2.4(a) or (b) shall have  occurred with respect to
the Common Stock).

     (b) Notwithstanding the foregoing, any Rights that are or were Beneficially
Owned on or after  the  Stock  Acquisition  Date by an  Acquiring  Person  or an
Affiliate or Associate thereof or by any transferee,  direct or indirect, of any
of the  foregoing  shall  become void and any holder of such  Rights  (including
transferees)  shall thereafter have no right to exercise or transfer such Rights
under any provision of this  Agreement.  If any Rights  Certificate is presented
for assignment or exercise and the Person  presenting the same will not complete
the  certification  set forth at the end of the form of  assignment or notice of
election to exercise and to provide such additional  evidence of the identity of
the Beneficial  Owner and its  Affiliates  and Associates (or former  Beneficial
Owners and their  Affiliates  and  Associates)  as the Company shall  reasonably
request,  then the Company shall be entitled conclusively to deem the Beneficial
Owner thereof to be an Acquiring Person or an Affiliate or Associate  thereof or
a  transferee  of any of the  foregoing  and  accordingly  will deem the  Rights
evidenced thereby to be void and not transferable or exercisable.



                                       21
<PAGE>

     (c) The Board of Directors  of the Company may, at its option,  at any time
after a Flip-in Date and prior to the time that an Acquiring  Person becomes the
Beneficial  Owner of more than 50% of the  outstanding  shares of Common  Stock,
elect to exchange all (but not less than all) the then outstanding Rights (which
shall not include  Rights that have become void  pursuant to the  provisions  of
Section  3.1(b)) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted in order to protect the interests
of holders of Rights  generally in the event that after the  Separation  Time an
event of a type  analogous to any of the events  described in Section  2.4(a) or
(b) shall have occurred with respect to the Common Stock (such  exchange  ratio,
as adjusted from time to time,  being  hereinafter  referred to as the "Exchange
Ratio").

     Immediately  upon the  action  of the  Board of  Directors  of the  Company
electing to  exchange  the  Rights,  without any further  action and without any
notice,  the right to exercise the Rights will  terminate  and each Right (other
than Rights that have become void  pursuant to Section  3.1(b)) will  thereafter
represent  only the right to receive a number of shares of Common Stock equal to
the Exchange Ratio. Promptly after the action of the Board of Directors electing
to exchange the Rights,  the Company shall give notice thereof  (specifying  the
steps to be taken to receive  shares of Common  Stock in exchange for Rights) to
the Rights  Agent and the  holders of the Rights  (other  than  Rights that have
become void pursuant to Section 3.1(b)) outstanding immediately prior thereto by
mailing such notice in accordance with Section 5.9.

     Each  person in whose name any  certificate  for shares is issued  upon the
exchange of Rights  pursuant to this  Section  3.1(c)  shall for all purposes be
deemed to have become the holder of record of the shares represented thereby on,
and such certificate shall be dated, the date upon which the Rights  Certificate
evidencing such Rights was duly  surrendered and payment of any applicable taxes
and other  governmental  charges  payable  by the  holder  was  made;  provided,
however, that if the date of such surrender and payment is a date upon which the
stock transfer  books of the Company are closed,  such Person shall be deemed to
have become the record holder of such shares on, and such  certificate  shall be
dated, the next succeeding Business Day on which the stock transfer books of the
Company are open.



                                       22
<PAGE>

     (d) Whenever the Company shall become obligated under Section 3.1(a) or (c)
to issue shares of Common Stock upon exercise of or in exchange for Rights,  the
Company,  at its option, may substitute therefor shares of Preferred Stock, at a
ratio of one one-hundredth  (1/100) of a share of Preferred Stock for each share
of Common Stock so issuable.

     (e) In the event  that there  shall not be  sufficient  treasury  shares or
authorized but unissued shares of Common Stock or Preferred Stock of the Company
to permit the  exercise  or exchange  in full of the Rights in  accordance  with
Section  3.1(a)  or  (c),  the  Company  shall  either  (i)  call a  meeting  of
shareholders  seeking  approval  to cause  sufficient  additional  shares  to be
authorized  (provided  that if such approval is not  obtained,  the Company will
take the action  specified  in clause (ii) of this  sentence)  or (ii) take such
action as shall be necessary to ensure and provide,  to the extent  permitted by
applicable  law and  any  agreements  or  instruments  in  effect  on the  Stock
Acquisition  Date to which it is a  party,  that  each  Right  shall  thereafter
constitute  the right to receive,  (x) at the  Company's  option,  either (A) in
return for the Exercise Price,  debt or equity  securities or other assets (or a
combination  thereof)  having a fair value equal to twice the Exercise Price, or
(B) without payment of consideration (except as otherwise required by applicable
law),  debt or equity  securities  or other  assets (or a  combination  thereof)
having  a fair  value  equal  to the  Exercise  Price,  or (y) if the  Board  of
Directors  of the  Company  elects to  exchange  the Rights in  accordance  with
Section  3.1(c),  debt or equity  securities  or other assets (or a  combination
thereof) having a fair value equal to the product of the Market Price of a share
of Common Stock on the Flip-in  Date times the  Exchange  Ratio in effect on the
Flip-in Date,  where in any case set forth in (x) or (y) above the fair value of
such debt or equity  securities  or other assets shall be as  determined in good
faith by the  Board of  Directors  of the  Company,  after  consultation  with a
nationally recognized investment banking firm.



                                       23
<PAGE>

     3.2  Flip-over.  (a) Prior to the  Expiration  Time,  the Company shall not
enter into any  agreement  with  respect to,  consummate  or permit to occur any
Flip-over  Transaction  or Event  unless and until it shall have  entered into a
supplemental agreement with the Flip-over Entity, for the benefit of the holders
of the Rights,  providing that, upon consummation or occurrence of the Flip-over
Transaction  or Event (i) each Right shall  thereafter  constitute  the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with the
terms hereof,  that number of shares of Flip-over Stock of the Flip-over  Entity
having an aggregate  Market Price on the date of  consummation  or occurrence of
such  Flip-over  Transaction  or Event equal to twice the Exercise  Price for an
amount in cash  equal to the  Exercise  Price  (such  right to be  appropriately
adjusted in order to protect the interests of the holders of Rights generally in
the event that after such date of  consummation or occurrence an event of a type
analogous  to any of the events  described  in Section  2.4(a) or (b) shall have
occurred  with respect to the  Flip-over  Stock) and (ii) the  Flip-over  Entity
shall  thereafter be liable for, and shall assume,  by virtue of such  Flip-over
Transaction or Event and such  supplemental  agreement,  all the obligations and
duties of the Company pursuant to this Agreement. The provisions of this Section
3.2 shall apply to successive Flip-over Transaction or Events.

     (b) Prior to the  Expiration  Time,  unless  the  Rights  will be  redeemed
pursuant to Section 5.1 hereof in  connection  therewith,  the Company shall not
enter into any  agreement  with  respect to,  consummate  or permit to occur any
Flip-over  Transaction  or Event if at the time  thereof  there are any  rights,
warrants or  securities  outstanding  or any other  arrangements,  agreements or
instruments  that would eliminate or otherwise  diminish in any material respect
the benefits  intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction.



                                       24
<PAGE>

                                   ARTICLE IV
                                THE RIGHTS AGENT

     4.1  General.  (a) The Company  hereby  appoints the Rights Agent to act as
agent for the Company in accordance  with the terms and conditions  hereof,  and
the Rights Agent hereby accepts such  appointment.  The Company agrees to pay to
the  Rights  Agent  reasonable  compensation  for all  services  rendered  by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this  Agreement and the exercise and  performance of its duties
hereunder.  The Company also agrees to indemnify the Rights Agent, its officers,
employees,  agents and directors for, and to hold each of them harmless against,
any loss, liability, or expense, incurred without gross negligence, bad faith or
willful  misconduct on the part of the Rights Agent for anything done or omitted
to be done by the Rights  Agent or such other  indemnified  party in  connection
with the  acceptance  or  administration  of this  Agreement  or the exercise or
performance  of its  duties  hereunder,  including  the  costs and  expenses  of
defending against any claim of liability. The indemnity provided in this Section
shall survive the  expiration of the Rights,  the  resignation or removal of the
Rights Agent and termination of this Agreement.

     (b) The Rights  Agent shall be  protected by the Company and shall incur no
liability  for or in respect of any action  taken,  suffered or omitted by it in
connection  with  its  administration  of  this  Agreement  or the  exercise  or
performance  of its  duties  hereunder  in  reliance  upon any  certificate  for
securities purchasable upon exercise of Rights, Rights Certificate,  certificate
for other securities of the Company, instrument of assignment or transfer, power
of  attorney,  endorsement,   affidavit,  letter,  notice,  direction,  consent,
certificate,  statement, or other paper or document believed by it to be genuine
and to be signed,  executed and, where necessary,  verified or acknowledged,  by
the proper  persons or persons,  or otherwise  upon the advice of counsel as set
forth in Section 4.3(a).



                                       25
<PAGE>

     Anything in this  Agreement  to the contrary  notwithstanding,  in no event
shall the Rights Agent be liable for special,  indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits),  even
if the Rights  Agent has been advised of the  likelihood  of such loss or damage
and regardless of the form of the action.

     4.2  Merger or  Consolidation  or Change of Name of Rights  Agent.  (a) Any
corporation  into which the Rights  Agent or any  successor  Rights Agent may be
merged or with which it may be consolidated,  or any corporation  resulting from
any merger or  consolidation  to which the Rights Agent or any successor  Rights
Agent is a party,  or any  corporation  succeeding to the  shareholder  services
business  of the  Rights  Agent  or any  successor  Rights  Agent,  will  be the
successor  to the Rights  Agent under this  Agreement  without the  execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation  would be eligible for appointment as a successor
Rights  Agent under the  provisions  of Section 4.4 hereof.  In case at the time
such successor Rights Agent succeeds to the agency created by this Agreement any
of the Rights  Certificates have been countersigned but not delivered,  any such
successor Rights Agent may adopt the  countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates have not been  countersigned,  any successor
Rights Agent may countersign such Rights  Certificates either in the name of the
predecessor  Rights Agent or in the name of the successor  Rights Agent;  and in
all such cases such Rights  Certificates  shall have the full force  provided in
the Rights Certificates and in this Agreement.



                                       26
<PAGE>

     (b) In case at any time the name of the Rights Agent is changed and at such
time any of the  Rights  Certificates  shall  have  been  countersigned  but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Rights  Certificates so countersigned;  and in case at that time any
of the Rights Certificates shall not have been  countersigned,  the Rights Agent
may  countersign  such  Rights  Certificates  either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.

     4.3 Duties of Rights  Agent.  The Rights  Agent  undertakes  the duties and
obligations  expressly  imposed  by this  Agreement  (and no  implied  duties or
obligations shall be read into this Agreement against the Rights Agent) upon the
following terms and  conditions,  by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

     (a) The  Rights  Agent may  consult  with legal  counsel  (who may be legal
counsel for the Company), and the written advice or opinion of such counsel will
be full and complete  authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in  accordance  with such advice
or opinion.

     (b)  Whenever in the  performance  of its duties under this  Agreement  the
Rights Agent deems it necessary or desirable that any fact or matter (including,
without limitation, the identity of any Acquiring Person, Affiliate,  Associate,
Beneficial Owner and the determination of Market Price) be proved or established
by the Company prior to taking or suffering any action  hereunder,  such fact or
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may be  deemed  to be  conclusively  proved  and  established  by a
certificate  signed by a person  believed by the Rights Agent to be the Chairman
of the Board,  the  President,  the Treasurer or any Assistant  Treasurer or the
Secretary or any Assistant  Secretary of the Company and delivered to the Rights
Agent; and such  certificate will be full  authorization to the Rights Agent for
any action  taken or suffered in good faith by it under the  provisions  of this
Agreement in reliance upon such certificate.



                                       27
<PAGE>

     (c) The  Rights  Agent  will be  liable  hereunder  only for its own  gross
negligence, bad faith or willful misconduct.

     (d) The  Rights  Agent  will not be  liable  for or by reason of any of the
statements  of  fact  or  recitals   contained  in  this  Agreement  or  in  the
certificates  for securities  purchasable  upon exercise of Rights or the Rights
Certificates (except its countersignature  thereof) or be required to verify the
same,  but all such  statements and recitals are and will be deemed to have been
made by the Company only.

     (e)  The  Rights  Agent  is  serving  as  an   administrative   agent  and,
accordingly,  will not be under any responsibility in respect of the validity of
any provision of this Agreement or the execution and delivery hereof (except the
due  authorization,  execution  and delivery  hereof by the Rights  Agent) or in
respect  of  the  validity  or  execution  of  any  certificate  for  securities
purchasable  upon  exercise  of  Rights  or  Rights   Certificate   (except  its
countersignature  thereto);  nor will it be  responsible  for any  breach by the
Company of any  covenant or  condition  contained  in this  Agreement  or in any
Rights  Certificate;   nor  will  it  be  responsible  for  any  change  in  the
exercisability  of the Rights  (including  the Rights  becoming void pursuant to
Section  3.1(b)  hereof) or any  adjustment in the terms of the Rights  required
herein or responsible for the manner, method or amount of any such adjustment or
the  ascertaining  of the  existence  of  facts  that  would  require  any  such
adjustment  (except with respect to the exercise of Rights after  receipt of the
certificate  contemplated  by Section 2.4 describing any such  adjustment);  nor
will it by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any securities  purchasable upon exercise
of Rights  or any  Rights  or as to  whether  any  securities  purchasable  upon
exercise of Rights will, when issued, be duly and validly authorized,  executed,
issued and delivered and fully paid and nonassessable.



                                       28
<PAGE>

     (f) The  Company  agrees that it will  perform,  execute,  acknowledge  and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Agreement.

     (g)  The  Rights  Agent  is  hereby   authorized  and  directed  to  accept
instructions  with respect to the  performance of its duties  hereunder from any
person  believed  by the  Rights  Agent to be the  Chairman  of the  Board,  the
President,  the Secretary or the Treasurer of the Company,  and to apply to such
persons for advice or instructions  in connection with its duties,  and it shall
not be liable for any action taken or suffered by it in good faith in accordance
with instructions of any such person.

     Any  application  by the Rights  Agent for  written  instructions  from the
Company may, at the option of the Rights Agent,  set forth in writing any action
proposed to be taken or omitted by the Rights Agent under this Agreement and the
date on or after  which such  action  shall be taken or such  omission  shall be
effective.  The Rights  Agent  shall not be liable  for any action  taken by, or
omission of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date shall
not be less than five  Business  Days after the date any  officer of the Company
expressly  referenced above actually receives such application,  unless any such
officer shall have  consented in writing to an earlier  date)  unless,  prior to
taking any such action (or the effective  date in the case of an omission),  the
Rights  Agent  shall have  received  written  instructions  in  response to such
application specifying the action to be taken or omitted.



                                       29
<PAGE>

     (h) The Rights Agent and any shareholder,  director, officer or employee of
the  Rights  Agent  may  buy,  sell or deal in  Common  Stock,  Rights  or other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company or otherwise  act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

     (i) The Rights  Agent may execute and  exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys  or  agents,  and the  Rights  Agent  will not be  answerable  or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or  misconduct,  provided the Rights Agent was not grossly  negligent in
the selection and continued employment thereof.

     (j) No provision of this Agreement shall require the Rights Agent to expend
or risk  its own  funds  or  otherwise  incur  any  financial  liability  in the
performance  of any of its duties  hereunder or in the exercise of its rights if
there shall be reasonable  grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not assured to it.

     4.4 Change of Rights  Agent.  The Rights Agent may resign and be discharged
from its duties under this Agreement upon 60 days' notice (or such lesser notice
as is  acceptable  to the Company) in writing  mailed to the Company and to each
transfer  agent of Common  Stock by  registered  or certified  mail,  and to the
holders of the Rights in accordance with Section 5.9. The Company may remove the
Rights Agent upon 30 days' notice in writing,  mailed to the Rights Agent and to
each transfer agent of the Common Stock by registered or certified  mail, and to
the holders of the Rights in  accordance  with  Section 5.9. If the Rights Agent


                                       30
<PAGE>

should resign or be removed or otherwise become incapable of acting, the Company
will appoint a successor to the Rights Agent.  If the Company fails to make such
appointment  within a period of 30 days after such  removal or after it has been
notified  in writing of such  resignation  or  incapacity  by the  resigning  or
incapacitated  Rights Agent or by the holder of any Rights  (which holder shall,
with such notice,  submit such holder's Rights Certificate for inspection by the
Company),  then the  holder of any  Rights  may apply to any court of  competent
jurisdiction  for the  appointment of a new Rights Agent.  Any successor  Rights
Agent,  whether  appointed  by the  Company  or by  such  a  court,  shall  be a
corporation  organized and doing business under the laws of the United States or
of the State of New York or Georgia, in good standing, an office in the State of
New York or Georgia,  which is authorized under such laws to exercise the powers
of the Rights Agent contemplated by this Agreement and is subject to supervision
or  examination  by federal or state  authority and which has at the time of its
appointment  as  Rights  Agent  a  combined  capital  and  surplus  of at  least
$50,000,000.  After appointment,  the successor Rights Agent will be vested with
the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
predecessor  Rights  Agent shall  deliver and transfer to the  Successor  Rights
Agent any  property at the time held by it  hereunder,  and execute and delivery
any further assurance,  conveyance,  act or deed necessary for the purpose.  Not
later than the  effective  date of any such  appointment,  the Company will file
notice  thereof in writing with the  predecessor  Rights Agent and each transfer
agent of the Common Stock,  and mail a notice  thereof in writing to the holders
of the Rights.  Failure to give any notice  provided  for in this  Section  4.4,
however, or any defect therein, shall not affect the legality or validity of the
resignation  or removal of the Rights Agent or the  appointment of the successor
Rights Agent, as the case may be.



                                       31
<PAGE>

                                    ARTICLE V
                                  MISCELLANEOUS

     5.1  Redemption.  (a) The Company (upon approval of its Board of Directors)
may, at its option,  at any time prior to the Flip-in Date,  elect to redeem all
(but not less than all) of the then  outstanding  Rights at the Redemption Price
and the Company,  at its option,  may pay the Redemption Price either in cash or
shares of Common Stock or other securities of the Company deemed by the Board of
Directors, in the exercise of its sole discretion,  to be at least equivalent in
value of the Redemption Price.

     (b)  Immediately  upon the action of the Board of  Directors of the Company
electing to redeem the Rights (or, if the  resolution  of the Board of Directors
election to redeem the Rights states that the  redemption  will not be effective
until the occurrence of a specified future time or event, upon the occurrence of
such future time or event),  without any further  action and without any notice,
the right to exercise the Rights will  terminate and each Right will  thereafter
represent only the right to receive the Redemption  Price in cash or securities,
as determined by the Board of Directors. Promptly after the Rights are redeemed,
the Company  shall give notice of such  redemption  to the Rights  Agent and the
holders of the then outstanding Rights by mailing such notice in accordance with
Section 5.9.

     (c)  Notwithstanding the other provisions of this Section 5.1, in the event
that the Board of  Directors  of the  Company  includes  any  Persons  (or their
respective   successors)   elected  at  a  meeting  or  by  written  consent  of
shareholders  who  are  not  nominated  by the  Board  of  Directors  in  office
immediately prior to such meeting or action by written consent,  then the Rights
may not be  redeemed  except with the  approval of a majority of the  Continuing
Directors then in office (and if there are no Continuing  Directors remaining in
office, the Rights may not be redeemed).



                                       32
<PAGE>

     5.2  Expiration.  The  Rights  and  this  Agreement  shall  expire  at  the
Expiration  Time and no Person shall have any rights  pursuant to this Agreement
or any Right after the Expiration Time,  except,  if the Rights are exchanged or
redeemed, as provided in Section 3.1(c), 3.1(d), 3.1(e), 3.2 or 5.1 hereof.

     5.3  Issuance  of  New  Rights  Certificates.  Notwithstanding  any  of the
provisions of this Agreement or of the Rights to the contrary,  the Company may,
at its option,  issue new Rights Certificates  evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the  number or kind or class of shares of stock  purchasable  upon  exercise  of
Rights made in accordance with the provisions of this Agreement. In addition, in
connection  with the  issuance or sale of shares of Common  Stock by the Company
following the  Separation  Time and prior to the  Redemption  Time or Expiration
Time pursuant to the terms of securities  convertible or redeemable  into shares
of Common  Stock or to  options,  in each case  issued or granted  prior to, and
outstanding  at, the Separation  Time, the Company shall issue to the holders of
such shares of Common Stock,  Rights  Certificates  representing the appropriate
number of Rights  in  connection  with the  issuance  or sale of such  shares of
Common Stock;  provided,  however,  in each case, (i) no such Rights Certificate
shall be issued if,  and to the extent  that,  the  Company  shall be advised by
counsel that such issuance would create a significant  risk of material  adverse
tax  consequences  to  the  Company  or  to  the  Person  to  whom  such  Rights
Certificates would be issued,  (ii) no such Rights  Certificates shall be issued
if, and to the extent that,  appropriate  adjustment  shall have  otherwise been
made in lieu of the  issuance  thereof,  and (iii)  the  Company  shall  have no
obligation  to  distribute  Rights  Certificates  to  any  Acquiring  Person  or
Affiliate or Associate of an Acquiring  Person or any  transferee  of any of the
foregoing.



                                       33
<PAGE>

     5.4 Supplements and Amendments.  The Company (upon approval of its Board of
Directors)  and the Rights Agent may from time to time  supplement or amend this
Agreement without the approval of any holders of Rights (i) prior to the Flip-in
Date,  in any respect and (ii) after the close of business on the Flip-in  Date,
to make any changes that the Company may deem  necessary or desirable  and which
shall not  materially  adversely  affect the  interests of the holders of Rights
generally  or in order to cure any  ambiguity  or to correct or  supplement  any
provision  contained herein which may be inconsistent  with any other provisions
herein or  otherwise  defective.  Upon the  delivery  of a  certificate  from an
appropriate  officer of the Company  stating  that the  proposed  supplement  or
amendment  is in  compliance  with the terms of this  Section,  the Rights Agent
shall execute such supplement or amendment.  Notwithstanding  anything contained
in this  Agreement to the contrary,  no supplement or amendment that changes the
rights and duties of the Rights  Agent under this  Agreement  shall be effective
without the consent of the Rights Agent.  Notwithstanding  anything contained in
this  Agreement  to the  contrary,  in the  event  that the  Board of  Directors
includes any Persons (or their respective successors) elected at a meeting or by
written consent of shareholders  who are not nominated by the Board of Directors
in office  immediately prior to such meeting or action by written consent,  then
this  Agreement  shall not be amended or  supplemented,  and no approval  may be
granted  by the Board of  Directors  under  clause  (iii) of the  definition  of
"Acquiring Person" contained in Section 1.1 hereof except with the approval of a
majority  of the  Continuing  Directors  then in  office  (and if  there  are no
Continuing Directors remaining in office, such action may not be taken at all).

     5.5  Fractional  Shares.  If the Company  elects not to issue  certificates
representing  fractional  shares upon  exercise  or  redemption  of Rights,  the
Company  shall,  in  lieu  thereof,  in the  sole  discretion  of the  Board  of
Directors,  either (a) evidence such  fractional  shares by depository  receipts
issued pursuant to an appropriate agreement between the Company and a depository


                                       34
<PAGE>

selected by it,  providing  that each holder of a depository  receipt shall have
all of the rights,  privileges  and  preferences  to which such holder  would be
entitled  as a  beneficial  owner of such  fractional  share,  or (b) pay to the
registered holder of such Rights an amount in cash equal to the same fraction of
the Market Price of such share.

     5.6 Rights of Action.  Subject  to the terms of this  Agreement  (including
Section  3.1(b)),  rights of action in  respect  of this  Agreement,  other than
rights of action vested solely in the Rights Agent, are vested in the respective
holders of the Rights; and any holder of any Rights,  without the consent of the
Rights  Agent or of the holder of any other  Rights,  may, on such  holder's own
behalf and for such  holder's  own benefit  and the benefit of other  holders of
Rights,  enforce,  and may institute and maintain any suit, action or proceeding
against the Company to enforce,  or otherwise  act in respect of, such  holder's
right to exercise such holder's  Rights in the manner  provided in such holder's
Rights Certificate and in this Agreement.  Without limiting the foregoing or any
remedies  available to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement  and will be entitled to specific  performance  of the
obligations under, and injunctive relief against actual or threatened violations
of, the obligations of any Person subject to this Agreement.

     5.7 Holder of Rights Not Deemed a Shareholder.  No holder,  as such, of any
Rights shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of shares or any other  securities  which may at any time be issuable
on the exercise of such Rights,  nor shall anything  contained  herein or in any
Rights  Certificate  be  construed  to confer upon the holder of any Rights,  as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter  submitted to  shareholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  shareholders  (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or  otherwise,  until such Rights  shall have been  exercised  or  exchanged  in
accordance with the provisions hereof.



                                       35
<PAGE>

     5.8 Notice of Proposed Actions. In case the Company shall propose after the
Separation  Time and prior to the  Expiration  Time (i) to effect or permit  (in
cases where the Company's permission is required) occurrence of any Flip-in Date
or Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right, in accordance with Section 5.9 hereof,  a notice of such
proposed action,  which shall specify the Flip-in Date or the date on which such
Flip-over Transaction or Event,  liquidation,  dissolution,  or winding up is to
take place, and such notice shall be so given to the extent practicable at least
20 Business Days prior to the date of the taking of such proposed action.

     5.9 Notices. Notices or demands authorized or required by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights to or on the
Company shall be sufficiently  given or made if delivered or sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                      THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
                      2300 Windy Ridge Parkway
                      Suite 100 North
                      Atlanta, Georgia  30339-8426
                      Attention:  Corporate Secretary

Any notice or demand  authorized  or required by this  Agreement  to be given or
made by the  Company or by the  holder of any  Rights to or on the Rights  Agent
shall be  sufficiently  given or made if delivered or sent by first-class  mail,
postage  prepaid,  addressed (until another address is filed in writing with the
Company) as follows:


                                       36
<PAGE>
                      FIRST UNION NATIONAL BANK
                      1525 West W.T. Harris Boulevard
                      3C3
                      Charlotte, North Carolina 28288-1153
                      Attention: Shareholder Services Group

Notices or demands  authorized or required by this Agreement to be given or made
by the  Company or the Rights  Agent to or on the holder of any Rights  shall be
sufficiently  given or made if delivered or sent by  first-class  mail,  postage
prepaid,  addressed  to such  holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Time, on
the registry books of the transfer agent for the Common Stock.  Any notice which
is mailed in the manner herein  provided  shall be deemed given,  whether or not
the holder receives the notice.

     5.10  Suspension  of  Exercisability.   To  the  extent  that  the  Company
determines  in good faith that some  action  will or need be taken  pursuant  to
Section  3.1(a),  (b), (d) or (e) or to comply with federal or state  securities
laws, the Company may suspend the  exercisability  of the Rights for a period of
up to ninety (90) days  following the date of the  occurrence of the  Separation
Time or the Flip-in  Date in order to take such action or comply with such laws.
In the event of any such  suspension  the  Company  shall  issue as  promptly as
practicable  a  public   announcement   stating  that  the   exercisability   or
exchangeability  of the Rights has been  temporarily  suspended.  Notice thereof
pursuant to Section 5.9 shall not be required.

     Failure to give a notice pursuant to the provisions of this Agreement shall
not affect the validity of any action taken hereunder.

     5.11 Costs of  Enforcement.  The Company  agrees that if the Company or any
other Person,  the securities of which are purchasable  upon exercise of Rights,
fails to fulfill any of its  obligations  pursuant to this  Agreement,  then the
Company or such Person will reimburse the holder of any rights for the costs and
expenses  (including  legal fees)  incurred by such holder in actions to enforce
such  holder's  rights  pursuant to any Rights or this  Agreement if such holder
prevails in such actions.



                                       37
<PAGE>

     5.12  Successors.  All the covenants and provisions of this Agreement by or
for the benefit of the  Company or the Rights  Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

     5.13  Benefits  of this  Agreement.  Nothing  in this  agreement  shall  be
construed to give to any Person other than the Company, the Rights Agent and the
holders of the Rights any legal or equitable  right,  remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the holders of the Rights.

     5.14 Determination and Actions by the Board of Directors, etc. The Board of
Directors  of the  Company  shall  have the  exclusive  power and  authority  to
administer  this  Agreement  and to exercise all rights and powers  specifically
granted to the Board or to the  Company,  or as may be necessary or advisable in
the administration of this Agreement,  including,  without limitation, the right
and power to (i)  interpret the  provisions of this  Agreement and (ii) make all
determinations  deemed  necessary or advisable  for the  administration  of this
Agreement.  All such actions,  calculations,  interpretations and determinations
(including,  for purposes of clause (y) below, all omissions with respect to the
foregoing)  which  are done or made by the  Board in good  faith,  shall  (x) be
final,  conclusive and binding on the Company,  the Rights Agent, the holders of
the Rights and all other parties,  and (y) not subject the Board of Directors of
the Company to any liability to the holders of the Rights.

     5.15  Descriptive   Headings.   Descriptive   headings  appear  herein  for
convenience  only and shall not control or affect the meaning or construction of
any of the provisions hereof.

     5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER SHALL BE
DEEMED TO BE A CONTRACT  MADE UNDER THE LAWS OF THE STATE OF GEORGIA AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF SUCH
STATE  APPLICABLE  TO CONTRACTS TO BE MADE AND  PERFORMED  ENTIRELY  WITHIN SUCH
STATE.



                                       38
<PAGE>

     5.17  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

     5.18  Severability.  If any term or  provision  hereof  or the  application
thereof to any circumstance  shall, in any  jurisdiction  and to any extent,  be
invalid or unenforceable, such term or provision shall be ineffective as to such
jurisdiction  to  the  extent  of  such  invalidity  or  unenforceability  would
invalidate or rendering  unenforceable the remaining terms and provisions hereof
or the application of such term or provision to  circumstances  other than those
as to which it is held invalid or unenforceable.

     5.19 Interpretation. In the event of any inconsistency between the terms of
the text of this  Agreement and the Summary which  precedes such text,  the text
shall control in the meaning of this Agreement.

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

                           THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.


                           By:______________________________________
                           Name:____________________________________
                           Title:___________________________________


                           FIRST UNION NATIONAL BANK

                           By:______________________________________
                           Name:____________________________________
                           Title:___________________________________




                                       39
<PAGE>




                                    EXHIBIT A

[Form of Rights Certificate]

Certificate No. W-                                                 ______ Rights

     THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY  EXCHANGE,  AT THE OPTION
     OF THE  COMPANY,  ON THE TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.  RIGHTS
     BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF
     (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT) OR  TRANSFEREES OF ANY
     OF THE FOREGOING WILL BE VOID.

Rights Certificate


                  THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.

     This certifies that ______________ or registered assigns, is the registered
holder of the  number of Rights  set forth  above,  each of which  entitles  the
registered  holder thereof,  subject to the terms,  provisions and conditions of
the  Shareholder  Protection  Rights  Agreement,  dated as of August 9, 2000 (as
amended from time to time, the "Rights Agreement"),  between THE PROFIT RECOVERY
GROUP  INTERNATIONAL,  INC., a Georgia  corporation (the  "Company"),  and FIRST
UNION  NATIONAL  BANK as Rights  Agent  (the  "Rights  Agent",  which term shall
include any successor Rights Agent under the Rights Agreement), to purchase from
the  Company at any time after the  Separation  Time (as such term is defined in
the Rights Agreement) and prior to the close of business on August 14, 2000, one
one-hundredth  (1/100th) of a fully paid share of Participating Preferred Stock,
no par value (the "Preferred  Stock"),  of the Company (subject to adjustment as
provided in the Rights  Agreement) at the Exercise Price referred to below, upon
presentation and surrender of this Rights  Certificate with the Form of Election
to  Exercise  duly  executed  at the  principal  office of the  Rights  Agent in
Charlotte,  North Carolina. The Exercise Price shall initially be $100 per Right
and shall be subject to adjustment  in certain  events as provided in the Rights
Agreement.



                                       40
<PAGE>

     In certain  circumstances  described  in the Rights  Agreement,  the Rights
evidenced  hereby  may  entitle  the  registered   holder  thereof  to  purchase
securities  of an entity other than the Company or  securities  or assets of the
Company other than Preferred Stock, all as provided in the Rights Agreement.

     This  Rights  Certificate  is subject to all of the terms,  provisions  and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Rights Certificates.  Copies of
the Rights  Agreement are on file at the principal office of the Company and are
available without cost upon written request.

     This Rights Certificates,  with or without other Rights Certificates,  upon
surrender at the office of the Rights Agent designated for such purpose,  may be
exchanged for another Rights  Certificate or Rights  Certificates  of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered.  If this
Rights  Certificate  shall be exercised in part, the registered  holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement,  each Right evidenced by
this Certificate may be (a) redeemed by the Company under certain circumstances,
at its option,  at a redemption  price of $0.001 per Right,  or (b) exchanged by
the Company under certain circumstances,  at its option, for one share of Common
Stock or one  one-hundredth  (1/100th) of a share of  Preferred  Stock per Right
(or, in certain cases,  other  securities or assets of the Company),  subject in
each case to adjustment in certain events as provided in the Rights Agreement.



                                       41
<PAGE>

     No holder of this Rights Certificate, as such, shall be entitled to vote or
receive  dividends  or be deemed for any  purpose  the holder of any  securities
which may at any time be issuable on the  exercise  hereof,  nor shall  anything
contained  in the Rights  Agreement  or herein be  construed  to confer upon the
holder hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
shareholders  at any  meeting  thereto  or to give or  withhold  consent  to any
corporate  action,  or to receive notice of meetings or other actions  affecting
shareholders  (except  as  provided  in the  Rights  Agreement),  or to  receive
dividends or subscription  rights,  or otherwise,  until the Rights evidenced by
this Rights  Certificate  shall have been  exercised or exchanged as provided in
the Rights Agreement.

     This Rights  Certificate  shall not be valid or obligatory  for any purpose
until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile  signature of the proper  officers of the Company and
its corporate seal.

Date: _________________________

                                    The Profit Recovery Group
                                    International, Inc.
ATTEST:

                                    By: ________________________________
                                    Name:_______________________________
_______________________________     Title: _____________________________
Secretary


Countersigned:


First Union National Bank


By: __________________________
     Authorized Signature


                                       42
<PAGE>



                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer this Rights Certificate.)


FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers
unto   ______________________________   (Please   print  name  and   address  of
transferee) this Rights Certificate, together with all right, title and interest
therein,  and does hereby irrevocably  constitute and appoint  _________________
Attorney,  to  transfer  the  within  Rights  Certificate  on the  books  of the
within-named Company, with full power of substitution.

Dated:____________, ____

Signature Guaranteed:


                                    ______________________________________
                                    Signature
                                    (Signature  must correspond to name as
                                    written upon the face   of    this
                                    Rights Certificate     in    every
                                    particular, without alteration  or
                                    enlargement or any change whatsoever)


     Signatures  must be  guaranteed  by a member form of a registered  national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.



                                       43
<PAGE>




                            (To be completed if true)


The undersigned hereby represents,  for the benefit of all holders of Rights and
shares of Common Stock that the Rights evidenced by this Rights  Certificate are
not, and, to the  knowledge of the  undersigned,  have never been,  Beneficially
Owned by an Acquiring  Person or an Affiliate or Associated  thereof (as defined
in the Rights Agreement).


                                    _______________________________________
                                    Signature



                                     NOTICE

     In the  event  the  certification  set  forth  above  is not  completed  in
connection  with a purported  assignment,  the Company will deem the  Beneficial
Owner of the  Rights  evidenced  by the  enclosed  Rights  Certificate  to be an
Acquiring Person or an Affiliate or Associate  thereof (as defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem the
Rights  evidenced by such Rights  Certificate to be void and not transferable or
exercisable.



                                       44
<PAGE>



                                    [To be attached to each Rights Certificate]

                          FORM OF ELECTION TO EXERCISE

(To be executed if holder desires
to exercise the Rights Certificate.)

TO:  THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.

     The  undersigned   hereby  irrevocably  elects  to  exercise  whole  Rights
represented  by the  attached  Rights  Certificate  to  purchase  the  shares of
Participating  Preferred  Stock  issuable  upon the  exercise of such Rights and
requests that certificates for such shares be issued in the name of:

                                    _________________________________
                                    Address:_________________________
                                    _________________________________

                                    Social Security or Other Taxpayer
                                    Identification No:_______________


If such number of Rights  shall not be all the Rights  evidenced  by this Rights
Certificate,  a new Rights  Certificate  for the balance of such Rights shall be
registered in the name of and delivered to:


                                    Address:_________________________
                                    _________________________________

                                    Social Security or Other Taxpayer
                                    Identification No:_______________


Dated:  _________________, ____

Signature Guaranteed:


                                    _________________________________
                                    Signature
                                    (Signature  must correspond to name
                                    as written upon the face of this
                                    Rights Certificate in every particular,
                                    without alteration  or  enlargement
                                    or any change whatsoever)

     Signatures  must be  guaranteed  by a member firm of a registered  national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial  bank or trust company having an office or corespondent in
the United States

                                       45
<PAGE>



                            (To be completed if true)

The undersigned hereby represents,  for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the  knowledge of the  undersigned,  have never been,  Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).


                                     ______________________________________
                                     Signature



                                     NOTICE

     In the  event  the  certification  set  forth  above  is not  completed  in
connection  with a purported  assignment,  the Company will deem the  Beneficial
Owner of the  Rights  evidenced  by the  enclosed  Rights  Certificate  to be an
Acquiring Person or an Affiliate or Associate  thereof (as defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem the
Rights  evidenced by such Rights  Certificate to be void and not transferable or
exercisable.