<PAGE>
                                                                   Exhibit 10.10

                        CONFIDENTIAL TREATMENT REQUESTED
        Confidential Portions of This Agreement Which Have Been Redacted
     Are Marked With Brackets ("[***]"). The Omitted Material Has Been Filed
      Separately With The United States Securities and Exchange Commission.

                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE NORTHERN DISTRICT OF GEORGIA
                                ATLANTA DIVISION

------------------------------------------
                                          )
     IN RE PROFIT RECOVERY                )     CIVIL ACTION FILE
     GROUP INTERNATIONAL, INC.            )     NO. 1:00-CV-1416-
     SECURITIES LITIGATION                )     [FILED UNDER SEAL]
                                          )
------------------------------------------)

                        SUPPLEMENTAL AGREEMENT REGARDING
                             REQUESTS FOR EXCLUSION

      This  Supplemental   Agreement   Regarding  Requests  for  Exclusion  (the
"Supplemental Agreement") is intended to be incorporated into the Stipulation of
Settlement  dated  February 8, 2005 (the  "Stipulation").  The terms used herein
shall have the same meaning as set forth in the Stipulation.

      IT IS HEREBY AGREED AS FOLLOWS:

      1.    Pursuant to and in accordance  with the  provisions of P. 7.4 of the
Stipulation,  in the  unique  circumstances  of this  case,  it is  agreed  that
Defendants,  unless unanimously agreed to in writing by all Defendants and their
Insurer, shall withdraw from the settlement set forth in the Stipulation and the
Stipulation  will be rendered  null and void as to the  Settling  Parties if the
number of shares of Profit  Recovery  common stock  purchased  by class  members
during the Class Period who would otherwise be entitled to participate as a
<PAGE>
member of the Class, but who validly and timely requests  exclusion,  is, in the
aggregate,  greater  than or equal to  [****]%  of the  total  shares  of Profit
Recovery common stock purchased or otherwise acquired during the Class Period.

      2.    To be valid for purposes of this Supplemental  Agreement,  a request
for exclusion must contain the  information  requested in the Notice of Pendency
and Proposed Settlement of Class Action. The Settling Parties shall request that
the Notice Order provide that requests for exclusion must be postmarked at least
fourteen (14) calendar days prior to the date of the  Settlement  Hearing.  Upon
receiving  any  requests  for  exclusion  pursuant  to the  notice,  the  Claims
Administrator  shall provide Plaintiffs' Co-Lead Counsel and Defendants' Counsel
with copies of any exclusion requests as soon as practicable.

      3.    If Defendants have elected to withdraw from the settlement  pursuant
to P. 1 of this  Supplemental  Agreement,  Defendants  must provide  Plaintiffs'
Co-Lead Counsel with written notice of their withdrawal from the settlement, and
Defendants must file such notice with the Court at least seven (7) days prior to
the Settlement Hearing.

[***] -  CONFIDENTIAL  PORTIONS OF THIS  AGREEMENT  WHICH HAVE BEEN REDACTED ARE
MARKED WITH BRACKETS  ("[***]").  THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

                                        2
<PAGE>
      4.    In the event  that  Defendants  provide  a  written  notice of their
termination  of the  Settlement  pursuant to  paragraph  3 of this  Supplemental
Agreement,  the Defendants may withdraw their  termination by providing  written
notice of such withdrawal of their termination to Plaintiffs' Co-Lead Counsel no
later than 5:00 p.m. Eastern Time on the day prior to the Settlement Hearing, or
by such  later date as shall be agreed  upon in  writing as between  Plaintiffs'
Co-Lead Counsel and counsel for the Defendants.

      5.    Plaintiffs'  Co-Lead Counsel may attempt to cause  retraction of any
election of  exclusion  by putative  Members of the Class.  If  Defendants  have
elected to withdraw from the settlement,  Plaintiffs' Co-Lead Counsel shall have
five (5) days from the  receipt of  Defendants'  notice of  withdrawal  (or such
longer  period as shall be agreed upon in writing  between  Plaintiffs'  Co-Lead
Counsel and counsel for  Defendants)  to review the  validity of any request for
exclusion  and may attempt to cause  retraction  of any election of exclusion by
putative Members of the Class. If Plaintiffs' Co-Lead Counsel succeed in causing
the  retraction  of sufficient  requests for  exclusion  such that the remaining
requests for exclusion do not exceed the numbers agreed upon in P. 1 above, then
any withdrawal from the settlement by Defendants  shall be deemed a nullity.  To
retract a prior request for exclusion, a class member must provide to the

                                        3
<PAGE>

Settling Parties, a written notice stating his, her or its desire to retract the
request for exclusion from the Class.

      6.    Any dispute among the Settling Parties concerning the interpretation
or application of this Supplemental  Agreement may be presented to the Court for
resolution upon the application of any party hereto.

      7.    This Supplemental Agreement shall not be filed with the Court unless
and until a dispute among the Settling Parties  concerning its interpretation or
application  arises,  and, in that event,  it shall be filed and maintained with
the Court under seal.  The terms and conditions of this  Supplemental  Agreement
may be disclosed to the Court but shall otherwise be kept confidential and shall
not be disclosed to any person, unless otherwise ordered by the Court.

                                        4
<PAGE>

      IN WITNESS  THEREOF,  the parties  hereto  have  caused this  Supplemental
Agreement to be executed, by their duly authorized attorneys,  as of the 8th day
of February, 2005.

                                        CHITWOOD & HARLEY, LLP
                                        Martin D. Chitwood
                                        Georgia State Bar No.124950
                                        David J. Worley
                                        Georgia State Bar No.776665
                                        Krissi T. Gore
                                        Georgia State Bar No. 687020


                                        /s/ Martin D. Chitwood
                                        ---------------------------------------
                                        Martin D. Chitwood

                                        Promenade II, Suite 2300
                                        1230 Peachtree Street, N.E.
                                        Atlanta, GA  30309
                                        Telephone:  (404) 873-3900
                                        Fax:  (404) 876-4476

                                        WOLF HALDENSTEIN ADLER
                                        FREEMAN & HERZ LLP
                                        Daniel W. Krasner
                                        Mark C. Rifkin
                                        Robert Abrams
                                        Matthew Guiney

                                        /s/ Mark C. Rifkin
                                        ---------------------------------------
                                        Mark C. Rifkin

                                        270 Madison Avenue
                                        New York, NY 10016
                                        Telephone: (212) 545-4600
                                        Fax: (212) 686-0114

                                        5
<PAGE>
                                        MILBERG WEISS BERSHAD & SCHULMAN LLP
                                        David Brower

                                        /s/ David Brower
                                        ---------------------------------------
                                        David Brower

                                        One Pennsylvania Plaza
                                        49th Floor
                                        New York, NY  10119
                                        Telephone: (212) 594-5300
                                        Fax: (212) 868-1229

                                        R. Timothy Vannatta
                                        Tower One
                                        5200 Town Center Circle
                                        Suite 600
                                        Boca Raton, FL 33486
                                        Telephone: (561) 361-5000
                                        Fax: (561) 367-8400

                                        Plaintiffs' Co-Lead Counsel

                                        6
<PAGE>
                                        ALSTON & BIRD LLP
                                        Todd R. David
                                        Georgia Bar No. 206526
                                        Susan E. Hurd
                                        Georgia Bar No. 379628
                                        Kelly C. Wilcove
                                        Georgia Bar No. 185682

                                        /s/ Todd R. David
                                        ---------------------------------------
                                        Todd R. David

                                        1201 West Peachtree Street
                                        Atlanta, Georgia 30309
                                        Telephone: (404) 881-7000
                                        Fax: (404) 881-7777

                                        Counsel for Defendants

                                        7