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                                                                   Exhibit 10.11

                                  CORRECTION TO

                        CHANGE OF CONTROL AND RESTRICTIVE
                               COVENANT AGREEMENT

      This  Correction to Change of Control and Restrictive  Covenant  Agreement
("Correction") is entered into this 13th day of April, 2005 by and among John M.
Toma ("Executive"),  PRG-Schultz USA, Inc., a Georgia corporation  ("USA"),  and
PRG-Schultz  International,  Inc.,  a Georgia  corporation  that owns all of the
capital stock of USA ("PRGS").

      WHEREAS,  Executive  and USA executed  that certain  Change of Control and
Restrictive  Covenant  Agreement  dated  February  14, 2005  ("Change of Control
Agreement"),  under which  (among  other  things) (i) USA granted  Executive  an
opportunity to earn a  "Transaction  Success Fee";  (ii) PRGS granted  Executive
40,000  shares  of  restricted  stock;  and  (iii)  the  parties  agreed  to new
restrictive covenants; and

      WHEREAS,  the parties intended that the Change of Control Agreement should
revise the  definition  of the term "Good  Reason" in  Executive's  pre-existing
Employment  Agreement to generally  be  consistent  with that of USA's other key
officers,  but neither  party  intended  for  Executive's  right to  termination
payments  upon a "Change of  Control"  (as that term was  defined in Mr.  Toma's
pre-existing  Employment Agreement,  and not as defined in the Change of Control
Agreement) to be curtailed or otherwise altered; and

      WHEREAS, the resolutions of the Compensation Committee and the independent
directors of PRGS  authorized  the revision of the  definition of the term "Good
Reason" to be generally  consistent  with that of USA's other key officers,  but
did not  authorize  a  curtailment  or  alteration  in  Executive's  termination
payments upon a "Change of Control"; and

      WHEREAS, the parties have determined to execute this Correction to reflect
the true  agreement of the parties,  and to reflect the intent of, and authority
granted by, the Compensation  Committee and the independent  directors regarding
Mr. Toma's  continuing  entitlement  to a termination  payment upon a "Change of
Control";

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1.    Section 4(b) of the Change of Control Agreement is hereby deleted in
its entirety and replaced by the following:

            "(b) Section 11(c) of the Employment  Agreement is hereby deleted in
      its entirety and replaced by the following:

                  `(c) This  Agreement  may be  terminated  by Employee for Good
            Reason  upon thirty (30) days prior  written  notice of  termination
            served  personally  in  accordance  with  Section 15 hereof,  at the
            address of the Company's  then-current  principal executive offices,
            such Good Reason
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            being  specified  in the notice;  provided  that at the time of such
            notice  to the  Company,  there is no basis for  termination  by the
            Company of Employee's  employment  for `cause.' For purposes of this
            Agreement  (and not for  purposes of any  provision of the Change of
            Control Agreement apart from Section 4 thereof), `Good Reason' shall
            have the  meaning  ascribed  to such term in the  Change of  Control
            Agreement,  except  that such `Good  Reason'  definition  shall also
            include  the event that there is a `Change of  Control'  (as defined
            below) of PRG-Schultz International,  Inc. (`PRGS'). For purposes of
            this  Agreement (and not for purposes of any provision of the Change
            of Control  Agreement  apart from  Section 4 thereof),  a `Change of
            Control' shall have occurred if:

                        (A) a majority of the directors of PRGS shall be persons
                  other than persons:

                              (1) for whose  election  proxies  shall  have been
                        solicited by the board; or

                              (2) who are then serving as directors appointed by
                        the board to fill vacancies on the board caused by death
                        or  resignation,   but  not  by  removal,   or  to  fill
                        newly-created directorships; or

                        (B) a majority of the  outstanding  voting power of PRGS
                  shall have been acquired or  beneficially  owned by any person
                  (other than PRGS or a  subsidiary  of PRGS) or any two or more
                  persons   acting  as  a  partnership,   limited   partnership,
                  syndicate  or other  group,  entity or  association  acting in
                  concert  for the  purpose  of  voting,  acquiring,  holding or
                  disposing of voting stock of PRGS; or

                        (C) there shall have occurred:

                              (1) a merger or consolidation of PRGS with or into
                        another   corporation,   other  than  (1)  a  merger  or
                        consolidation  with a subsidiary of PRGS or (2) a merger
                        or consolidation in which the holders of voting stock of
                        PRGS  immediately  prior to the  merger as a class  hold
                        immediately  after the merger at least a majority of all
                        outstanding  voting power of the  surviving or resulting
                        corporation or its parent; or

                              (2) a statutory  exchange of shares of one or more
                        classes or series of  outstanding  voting  stock of PRGS
                        for cash,  securities or other  property,  other than an
                        exchange  in which the  holders of voting  stock of PRGS
                        immediately  prior  to  the  exchange  as a  class  hold
                        immediately  after the  exchange  at least a majority of
                        all  outstanding  voting  power of the entity with which
                        the PRGS stock is being exchanged; or

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                              (3)  the  sale  or  other  disposition  of  all or
                        substantially   all  of  the  assets  of  PRGS,  in  one
                        transaction  or a series of  transactions,  other than a
                        sale or disposition in which the holders of voting stock
                        of PRGS immediately  prior to the sale or disposition as
                        a class hold  immediately  after the exchange at least a
                        majority of all  outstanding  voting power of the entity
                        to which the assets of PRGS are being sold; or

                              (4) the liquidation or dissolution of PRGS.'"

      2. This Correction shall inure to the benefit of, and be binding upon, the
respective legal representatives, successors, and assigns of the parties hereto.

                         [SIGNATURES ON FOLLOWING PAGE]

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      IN WITNESS  WHEREOF,  the undersigned  have executed this Correction as of
the date set forth above.

EXECUTIVE:

/s/ John M. Toma                                        Date: April 13, 2005
------------------------------------                    -----------------------
John M. Toma

Address:
        ----------------------------

        ----------------------------

"USA":

PRG-SCHULTZ USA, Inc.

By: /s/ John M. Cook                                    Date: April 13, 2005
    --------------------------------                    -----------------------
Title: Chairman and CEO
       -----------------------------

Address:    600 Galleria Parkway
            Suite 100
            Atlanta, Georgia 30339
Attention:  Marie Neff, Executive Vice President-Human Resources

"PRGS":

PRG-SCHULTZ INTERNATIONAL, Inc.

By: /s/ John M. Cook                                    Date: April 13, 2005
    --------------------------------                    -----------------------
Title: Chairman and CEO
       -----------------------------

Address:    600 Galleria Parkway
            Suite 100
            Atlanta, Georgia 30339
Attention:  Marie Neff, Executive Vice President-Human Resources

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