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                                                                    Exhibit 10.9


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


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                                                   )
IN RE PROFIT RECOVERY                              )         CIVIL ACTION FILE
GROUP INTERNATIONAL, INC.                          )         NO. 1:00-CV-1416-CC
SECURITIES LITIGATION                              )
                                                   )
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                            STIPULATION OF SETTLEMENT

     This   Stipulation  of  Settlement  dated  as  of  February  8,  2005  (the
"Stipulation"),  is made and entered  into by and among the  following  Settling
Parties:  (i) the Lead Plaintiffs (on behalf of themselves and each of the Class
Members), by and through their counsel of record in the Litigation; and (ii) the
Defendants  identified  below,  by and  through  their  counsel of record in the
Litigation.  The  Stipulation  is  intended  by the  Settling  Parties to fully,
finally and forever resolve,  discharge and settle the Released Claims, upon and
subject to the terms and conditions hereof.

I.   THE LITIGATION

     On or after June 6, 2000,  the  following  actions were filed in the United
States  District Court for the Northern  District of Georgia,  Atlanta  Division
(the  "Court"),  as class  actions on behalf of persons who purchased the common
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stock of Profit Recovery Group International,  Inc. ("Profit Recovery," "PRG" or
the  "Company"):  Schmiedberg v. Profit Recovery Group  International,  Inc., et
al.,  Civil  Action  No.   1:00-CV-1416;   Charles  v.  Profit   Recovery  Group
International,  Inc., et al.,  Civil Action No.  1:00-CV-1529;  and Malobecki v.
Profit   Recovery   Group   International,   Inc.,  et  al.,  Civil  Action  No.
1:00-CV-1887.  By order of the Court,  these three actions were consolidated and
styled In re Profit Recovery Group International, Inc. Sec. Litig., Civil Action
No.  1:00-CV-1416-CC  (the  "Litigation").  On  September  27,  2000  Plaintiffs
Jeanette Roberts,  Stephen Haynes, and Fernando Melendez (the "Lead Plaintiffs")
were appointed  Lead  Plaintiffs and their choice of counsel was approved by the
Court.

     The operative  Complaint in the Litigation is the  Consolidated and Amended
Class Action  Complaint  for  Violation  of Federal  Securities  Laws,  filed on
November 13, 2000 (the "Complaint").  The Complaint alleges claims for violation
of Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Securities and Exchange  Commission Rule 10b-5  promulgated  thereunder  against
Profit Recovery,  John M. Cook,  Scott L. Colabuono,  and Michael Lustig and for
violation of Section  20(a) of the  Exchange Act against John M. Cook,  Scott L.
Colabuono, and Michael Lustig (the "Individual Defendants").

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     The Court, by Order dated December 3, 2002, has certified the Litigation to
proceed as a class action on behalf of all persons who purchased common stock of
Profit  Recovery Group  International,  Inc.  between July 19, 1999 and July 26,
2000, inclusive, and were allegedly damaged thereby. Excluded from the Class are
Defendants,  members of the immediate families of the Individual Defendants, any
entities in which any  Defendant  has a  controlling  interest or is a parent or
subsidiary of or is controlled  by the Company,  and the legal  representatives,
heirs,  successors,  predecessors  in  interest,  affiliates  or  assigns of any
Defendant.

II.  DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

     Defendants  have denied and continue to deny each and all of the claims and
contentions alleged by Lead Plaintiffs in the Litigation.  Defendants  expressly
have denied and continue to deny all charges of wrongdoing or liability  against
them arising out of any of the conduct,  statements,  acts or omissions alleged,
or that could have been alleged, in the Litigation.  Defendants also have denied
and continue to deny,  inter alia, the  allegations  that Lead Plaintiffs or the
Class have suffered  damage or that Lead  Plaintiffs or the Class were harmed by
the conduct alleged in the Litigation.

     Defendants'  decision to settle the  Litigation was based on the conclusion
that further conduct of the Litigation  would be protracted and expensive,  that


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it is desirable that the  Litigation be fully and finally  settled in the manner
and upon the terms and conditions set forth in this Stipulation, the uncertainty
and risks  inherent in any  litigation,  especially  in complex  cases like this
Litigation,  and the determination  that it is desirable and beneficial that the
Litigation be settled in the manner and upon the terms and  conditions set forth
in this Stipulation.

III. CLAIMS OF LEAD PLAINTIFFS AND BENEFITS OF SETTLEMENT

     Lead  Plaintiffs  believe that the claims  asserted in the Litigation  have
merit.  Counsel for Lead  Plaintiffs,  however,  recognize and  acknowledge  the
expense  and  length  of  continued   proceedings  necessary  to  prosecute  the
Litigation  against  Defendants  through  trial and  appeals.  Counsel  for Lead
Plaintiffs  also have taken into account the  uncertain  outcome and the risk of
any litigation,  especially in complex actions such as this Litigation,  as well
as the  difficulties  and delays inherent in such  litigation.  Counsel for Lead
Plaintiffs also are mindful of the inherent problems of proof under and possible
defenses  to  the  violations  asserted  in the  Litigation.  Counsel  for  Lead
Plaintiffs  believe that the  settlement set forth in this  Stipulation  confers
substantial benefits upon the Class. Based on their evaluation, counsel for Lead
Plaintiffs  have  determined that the settlement set forth in the Stipulation is
in the best interests of the Lead Plaintiffs and the Class.



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IV.  TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

     NOW,  THEREFORE,  IT IS HEREBY  STIPULATED  AND  AGREED  by and among  Lead
Plaintiffs (for themselves and the Class Members) and Defendants, by and through
their respective counsel of record,  that, subject to the approval of the Court,
the Litigation and the Released  Claims shall be finally and fully  compromised,
settled, and released, and the Litigation shall be dismissed with prejudice,  as
to all Settling  Parties,  upon and subject to the terms and  conditions  of the
Stipulation, as follows:

     1.   DEFINITIONS

     As used in the Stipulation, the following terms have the meanings specified
below:

     1.1 "Profit Recovery," "PRG," or the "Company," means Profit Recovery Group
International, Inc. (n/k/a PRG-Schultz International, Inc.).

     1.2  "Authorized  Claimant" means any Class Member whose claim for recovery
has been allowed pursuant to the terms of the Stipulation.

     1.3  "Claimant"  means any Class  Member who files a Proof of Claim in such
form and manner, and within such time, as the Court shall prescribe.



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     1.4 "Claims  Administrator"  means the firm of The Garden City Group, Inc.,
P.O. Box 9000 #6143, Melville, New York 11566-9000.

     1.5 "Defendants"  means Profit  Recovery,  John M. Cook, Scott L. Colabuono
and Michael Lustig.

     1.6 "Individuals  Defendants"  means John M. Cook, Scott L. Colabuono,  and
Michael Lustig.

     1.7  "Effective  Date"  means the first date by which all of the events and
conditions  specified  in P.  7.1 of the  Stipulation  have  been  met and  have
occurred.

     1.8 "Escrow Agent" means the law firm of Chitwood & Harley LLP.

     1.9 "Final"  means:  (i) the date of final  affirmance  on an appeal of the
Judgment, the expiration of the time for a petition for or a denial of a writ of
certiorari to review the Judgment  and, if  certiorari  is granted,  the date of
final  affirmance of the Judgment  following  review  pursuant to that grant; or
(ii) the date of final  dismissal  of any appeal from the  Judgment or the final
dismissal of any proceeding on certiorari to review the Judgment; or (iii) if no
appeal is filed,  the expiration  date of the time for the filing or noticing of
any appeal from the Court's Judgment approving the Stipulation  substantially in
the form of Exhibit B attached hereto, i.e., thirty (30) days after entry of the
Judgment,  such that the Judgment  represents a final and binding  judgment with


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respect to the  Litigation.  Any proceeding or order,  or any appeal or petition
for a writ of  certiorari  pertaining  solely to any plan of  allocation  and/or
application for attorneys' fees,  costs or expenses,  shall not in any way delay
or preclude the Judgment from becoming Final.

     1.10   "Judgment"   means  the  judgment  to  be  rendered  by  the  Court,
substantially in the form attached hereto as Exhibit B.

     1.11  "Person"  means  an  individual,   corporation,   limited   liability
corporation,    professional   corporation,   limited   liability   partnership,
partnership,  limited  partnership,  association,  joint stock company,  estate,
legal  representative,  trust,  unincorporated  association,  government  or any
political subdivision or agency thereof, any business or legal entity and all of
their  respective  spouses,  heirs,  beneficiaries,  executors,  administrators,
predecessors, successors, representatives, or assignees.

     1.12  "Plaintiffs'  Co-Lead  Counsel"  means  Chitwood & Harley  LLP,  Wolf
Haldenstein Adler Freeman & Herz LLP, and Milberg Weiss Bershad & Schulman LLP.

     1.13 "Lead Plaintiffs" means Jeanette Roberts, Stephen Haynes, and Fernando
Melendez.



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     1.14 "Plan of  Allocation"  means a plan or formula  of  allocation  of the
Settlement  Fund whereby the Settlement  Fund shall be distributed to Authorized
Claimants  after  payment  of  expenses  of  notice  and  administration  of the
settlement, Taxes and Tax Expenses and such attorneys' fees, costs, expenses and
interest as may be awarded by the Court.  Any Plan of  Allocation is not part of
the Stipulation and Defendants  shall have no  responsibility  or liability with
respect thereto.

     1.15  "Released  Claims" means all claims  (including,  but not limited to,
Unknown Claims),  demands,  losses,  rights,  and causes of action of any nature
whatsoever, whether known or unknown, whether suspected or unsuspected,  whether
concealed or hidden,  whether  accrued or  unaccrued,  by any Lead  Plaintiff or
Class Member against the Released  Persons,  whether under state or federal law,
based upon or  arising  out of, or  related  to the  purchase  or sale of Profit
Recovery common stock during the Class Period and any acts, facts, transactions,
events, occurrences,  disclosures, statements, omissions, or failures to act, at
anytime during the Class Period,  including without  limitation those which were
alleged in the  Litigation,  or those which could or might have been  alleged in
the Litigation based upon such acts, facts, transactions,  events,  occurrences,
disclosures,   statements,   omissions,  or  failures  to  act  alleged  in  the
Litigation.




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     1.16  "Released  Persons"  means each and all of the  Defendants  and their
respective past, present and future directors,  officers,  employees,  partners,
members, principals, agents, underwriters, insurers (including Federal Insurance
Company  and St.  Paul  Mercury  Insurance  Company),  co-insurers,  reinsurers,
controlling  shareholders,  attorneys, law firms, (including Alston & Bird LLP),
accountants  or auditors,  banks or investment  banks,  associates,  personal or
legal  representatives,   predecessors,   successors,   parents,   subsidiaries,
divisions,  joint  ventures,  assigns,  spouses,  heirs,  related or  affiliated
entities,  any entity in which any  Defendant has a  controlling  interest,  any
members of their immediate families,  or any trust of which any Defendant is the
settlor or which is for the benefit of any  Defendant  and/or  member(s)  of his
family.

     1.17  "Plaintiffs"  means all of the  Plaintiffs  that have appeared in the
Litigation.

     1.18  "Plaintiffs'  Counsel" means counsel who have appeared for any of the
Plaintiffs in the Litigation.

     1.19  "Settled  Defendants'  Claims" means all claims  (including,  but not
limited to, Unknown Claims),  demands,  losses,  rights, and causes of action of
any  nature  whatsoever,   whether  known  or  unknown,   whether  suspected  or
unsuspected,  whether  concealed  or  hidden,  that have been or could have been


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asserted  in the  Action  or any forum by the  Defendants  or any of them or the
successors and assigns of any of them against any of the Lead Plaintiffs,  Class
Members or Plaintiffs'  Counsel,  which arise out of or relate in any way to the
institution, prosecution, assertion, settlement, or resolution of the Litigation
(except for claims to enforce the Settlement).

     1.20  "Class"  means all Persons who  purchased  the common stock of Profit
Recovery between July 19, 1999 and July 26, 2000,  inclusive.  Excluded from the
Class are  Defendants,  members  of the  immediate  families  of the  Individual
Defendants, any entities in which any Defendant has a controlling interest or is
a parent  or  subsidiary  of or is  controlled  by the  Company,  and the  legal
representatives,  heirs,  successors,  predecessors  in interest,  affiliates or
assigns of any  Defendant.  Also  excluded  from the Class are those Persons who
timely and validly  request  exclusion from the Class pursuant to the "Notice of
Pendency of Class Action and Proposed Settlement, Motion for Attorneys' Fees and
Settlement Fairness Hearing" to be sent to potential Class Members.

     1.21  "Class  Member" or  "Member  of the  Class"  means a Person who falls
within the definition of the Class.

     1.22 "Class Period" means the period commencing on July 19, 1999 and ending
on July 26, 2000, inclusive.



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     1.23  "Settlement  Fund" means the  principal  amount of six million  seven
hundred  fifty  thousand  dollars  ($6,750,000.00),  plus any interest  that may
accrue thereon as provided for herein.

     1.24 "Settling Parties" means, collectively, each of the Defendants and the
Lead Plaintiffs on behalf of themselves and the Members of the Class.

     1.25 "Unknown  Claims" means any Released Claims that any Lead Plaintiff or
Class Member does not know or suspect to exist in his,  her, or its favor at the
time of the release of the Released Persons,  and any Settled Defendants' Claims
that any Defendant does not know or suspect to exist in his or its favor, which,
if known by him, her, or it, might have  affected his, her, or its  decisions(s)
with respect to the settlement.  With respect to any and all Released Claims and
Settled  Defendants' Claims, the Settling Parties stipulate and agree that, upon
the Effective Date, Lead  Plaintiffs and the Defendants  shall expressly  waive,
and each of the Class Members  shall be deemed to have,  and by operation of the
Judgment  shall have,  expressly  waived the  provisions,  rights,  and benefits
conferred  by any  law of any  state  or  territory  of the  United  States,  or
principle  of  common  law,  which  is  similar,  comparable  or  equivalent  to
California Civil Code ss. 1542, which provides:

          A general  release does not extend to claims  which the creditor  does
     not know or  suspect  to exist in his  favor at the time of  executing  the


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     release, which if known by him must have materially affected his settlement
     with the debtor.

     The Lead  Plaintiffs  and Class  Members may  hereafter  discover  facts in
addition to or different from those that any of them now knows or believes to be
true  related  to the  subject  matter  of the  Released  Claims,  but each Lead
Plaintiff shall expressly and each Class Member,  upon the Effective Date, shall
be deemed to have, and by operation of the Judgment shall have, fully,  finally,
and forever settled and released any and all Released Claims,  known or unknown,
suspected or unsuspected, contingent or non-contingent, whether or not concealed
or hidden, which now exist, or heretofore have existed upon any theory of law or
equity now existing or coming into existence in the future,  including,  but not
limited to, conduct that is negligent, intentional, with or without malice, or a
breach of any duty, law or rule,  without regard to the subsequent  discovery or
existence of such different or additional facts.  Similarly,  the Defendants and
Released  Persons may hereafter  discover facts in addition to or different from
those that any of them now knows or believes  to be true  related to the subject
matter of the Settled Defendants' Claims, but each Defendant shall expressly and
each Released  Person,  upon the Effective Date, shall be deemed to have, and by
operation of the Judgment shall have,  fully,  finally,  and forever settled and
released any and all Settled Defendants' Claims, known or unknown,  suspected or


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unsuspected,  contingent or non-contingent,  whether or not concealed or hidden,
which now exist, or heretofore have existed upon any theory of law or equity now
existing or coming into existence in the future,  including, but not limited to,
conduct that is negligent,  intentional,  with or without malice, or a breach of
any duty, law or rule,  without regard to the subsequent  discovery or existence
of such different or additional facts. The Settling Parties acknowledge, and the
Class Members and Released  Persons shall be deemed by operation of the Judgment
to have  acknowledged,  that the inclusion of "Unknown Claims" in the definition
of Released Claims and Settled  Defendants' Claims was separately  bargained for
and is a key element of the settlement of which these releases are a part.

     2.   THE SETTLEMENT

          A.   THE SETTLEMENT FUND

     2.1 The  principal  amount of  $6,750,000.00  (plus any  interest  that may
accrue thereon as provided for herein) shall  constitute the Settlement Fund and
shall be paid or caused to be paid by Defendants into an interest bearing escrow
account  maintained by the Escrow Agent on or before the  expiration of ten (10)
business  days from the date of entry of the order  preliminarily  approving the


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settlement by wire transfer of the funds pursuant to written  instructions  from
Plaintiffs'  Co-Lead  Counsel,  which have already  been  provided in writing to
counsel for Defendants.

          B.   THE ESCROW AGENT

     2.2 The Escrow Agent shall invest the Settlement Fund deposited pursuant to
P. 2.1 above in  short-term  instruments  backed by the full faith and credit of
the United States Government or fully insured by the United States Government or
an agency thereof (or in a mutual fund invested solely in such  instruments) and
shall  reinvest  the  proceeds  of these  instruments  as they mature in similar
instruments and/or funds at their then current market rates.

     2.3 The Escrow  Agent  shall not  disburse  the  Settlement  Fund except as
provided in the Stipulation, by an order of the Court, or with the prior written
agreement  of counsel for  Defendants,  counsel  for  Defendants'  Insurer,  and
Plaintiffs' Co-Lead Counsel.

     2.4 Subject to further order and/or  direction as may be made by the Court,
the Escrow Agent is  authorized  to execute such  transactions  on behalf of the
Class Members as are consistent with the terms of the Stipulation.



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     2.5 All funds held by the Escrow Agent shall be deemed and considered to be
in custodia  legis,  and shall remain subject to the  jurisdiction of the Court,
until such time as such funds shall be distributed  pursuant to the  Stipulation
and/or further order(s) of the Court.

     2.6 The  Escrow  Agent may pay up to  $100,000  from the  Settlement  Fund,
without  further  approval from the  Defendants or the Court,  for the costs and
expenses reasonably and actually incurred in connection with providing notice to
the Class, locating Class Members,  soliciting Class claims,  assisting with the
filing  of  claims,  administering  and  distributing  the  Settlement  Fund  to
Authorized  Claimants,  processing  Proof of Claim and Release forms, and paying
escrow fees and costs, if any.

          C.   TAXES

     2.7 The Settling  Parties and their counsel agree that the Settlement  Fund
is intended to be a  "qualified  settlement  fund"  within the meaning of Treas.
Reg.  ss.1.468B-1.  The  Settling  Parties  and  their  counsel  agree  that the
Settlement Fund should be treated as being at all times a "qualified  settlement
fund" within the meaning of Treas.  Reg.  ss.1.468B-1.  In addition,  the Escrow
Agent shall  timely make such  elections  as necessary or advisable to carry out
the  provisions  of this P. 2.7,  including  the  "relation-back  election"  (as
defined in Treas. Reg.  ss.1.468B-1)  back to the earliest  permitted date. Such


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elections  shall be made in  compliance  with the  procedures  and  requirements
contained  in such  regulations.  It shall be the  responsibility  of the Escrow
Agent to timely and properly prepare and deliver the necessary documentation for
signature by all necessary  parties,  and  thereafter  to cause the  appropriate
filing to occur.

     (a) For the purpose of ss. 468B of the Internal  Revenue  Code of 1986,  as
amended, and the regulations promulgated  thereunder,  the "administrator" shall
be the Escrow  Agent.  The Escrow  Agent  shall  timely  and  properly  file all
informational  and other tax returns  necessary or advisable with respect to the
Settlement Fund (including,  without limitation, the returns described in Treas.
Reg. ss.  1.468B-2(k)).  Such returns (as well as the election described in this
P. 2.7) shall be  consistent  with this P. 2.7 and in all events  shall  reflect
that all Taxes as defined  in  subsection  (b) below  (including  any  estimated
Taxes,  interest or penalties) on the income earned by the Settlement Fund shall
be paid out of the Settlement Fund as provided in P. 2.7(b) hereof.

     (b) All (i) Taxes  (including any estimated  Taxes,  interest or penalties)
arising with respect to the income earned by the Settlement Fund,  including any
Taxes or tax detriments  that may be imposed upon the Defendants with respect to
any  income  earned  by the  Settlement  Fund for any  period  during  which the


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Settlement Fund does not qualify as a "qualified settlement fund" for federal or
state income tax purposes  ("Taxes"),  and (ii)  expenses and costs  incurred in
connection  with the operation  and  implementation  of this P. 2.7  (including,
without limitation, expenses of tax attorneys and/or accountants and mailing and
distribution  costs and  expenses  relating  to filing (or  failing to file) the
returns  described  in this P. 2.7) ("Tax  Expenses"),  shall be paid out of the
Settlement  Fund;  in all events  neither  Defendants  nor the Released  Persons
(including without limitation  Defendants'  insurer) shall have any liability or
responsibility  for the  Taxes  or the Tax  Expenses.  The  Escrow  Agent  shall
indemnify and hold each of the Defendants and the Released  Persons harmless for
Taxes and Tax Expenses (including,  without limitation,  Taxes payable by reason
of any such  indemnification).  Further, Taxes and Tax Expenses shall be treated
as, and considered to be, a cost of  administration  of the Settlement  Fund and
shall be timely  paid by the Escrow  Agent out of the  Settlement  Fund  without
prior  order  from  the  Court,   and  the  Escrow   Agent  shall  be  obligated
(notwithstanding  anything herein to the contrary) to withhold from distribution


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to Authorized  Claimants any funds necessary to pay such amounts,  including the
establishment  of adequate  reserves  for any Taxes and Tax Expenses (as well as
any  amounts   that  may  be  required  to  be  withheld   under   Treas.   Reg.
ss.1.468B-2(1)(2));  neither Defendants nor the Released Persons are responsible
nor shall they have any liability  therefore.  The Settling Parties hereto agree
to cooperate  with the Escrow  Agent,  each other,  and their tax  attorneys and
accountants  to the extent  reasonably  necessary to carry out the provisions of
this P. 2.7.

          D.   TERMINATION OF SETTLEMENT

     2.8 In the event that the  Stipulation  is not approved,  or is terminated,
canceled,  or fails to  become  effective  for any  reason,  including,  without
limitation,  in the event the  Judgment  is reversed  or vacated  following  any
appeal taken therefrom, or is successfully collaterally attacked, the Settlement
Fund (including accrued interest) less reasonable  expenses actually incurred or
due and owing from the Settlement Fund for the notice and  administration of the
Settlement  pursuant to P. 2.6 above,  shall be refunded to Defendants'  Insurer
contributing  to the  Settlement  Fund by wire transfer in  accordance  with the
instructions  to be provided by the Insurer or defense  counsel within three (3)


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business days of the availability of the monies from the investments  authorized
herein or as otherwise agreed upon in writing by Defendants' Insurer.

     3.   NOTICE ORDER AND SETTLEMENT HEARING

     3.1 Promptly after execution of the Stipulation, the Settling Parties shall
submit the Stipulation together with its Exhibits to the Court and shall jointly
apply for entry of an order (the "Notice Order"),  substantially in the form and
content of Exhibit A attached  hereto,  requesting,  inter alia, the preliminary
approval of the  settlement set forth in the  Stipulation,  and approval for the
mailing of a  settlement  notice (the  "Notice")  and  publication  of a summary
notice,  substantially in the forms of Exhibits A-1 and A-3 attached hereto. The
Notice  shall  include  the  general  terms of the  settlement  set forth in the
Stipulation,  the proposed Plan of Allocation,  the general terms of the Fee and
Expense  Application  as defined in P. 6.1 below and the date of the  Settlement
Hearing as defined below.

     3.2 The Settling  Parties  request that,  after Notice is given,  the Court
hold a hearing (the  "Settlement  Hearing")  and approve the  settlement  of the
Litigation as set forth herein. At or after the Settlement Hearing,  Plaintiffs'
Co-Lead  Counsel also will request that the Court  approve the proposed  Plan of
Allocation and the Fee and Expense Application.



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     3.3 Except for their  obligation to pay or cause payment of the  Settlement
Amount,  and to cooperate in the production of  information  with respect to the
identification  of Class  Members from Profit  Recovery's  shareholder  transfer
records, as provided herein,  Defendants shall have no liability,  obligation or
responsibility  for the  administration of the Settlement or disbursement of the
Net Settlement Fund.

     4.   RELEASES

     4.1 Upon the Effective  Date,  the Lead  Plaintiffs,  and each of the Class
Members  shall be deemed to have,  and by operation of the Judgment  shall have,
fully,  finally, and forever released,  relinquished and discharged all Released
Claims  against the Released  Persons,  regardless  of whether such Class Member
executes and delivers a Proof of Claim and Release.

     4.2  Upon  the  Effective  Date,  each  of the  Defendants,  on  behalf  of
themselves and the Released  Persons,  shall be deemed to have, and by operation
of the Judgment shall have, fully,  finally, and forever released,  relinquished
and discharged  all Settled  Defendants'  Claims,  and shall forever be enjoined
from prosecuting the Settled Defendants' Claims.

     5.   ADMINISTRATION   AND   CALCULATION  OF  CLAIMS,   FINAL  AWARDS,   AND
          SUPERVISION AND DISTRIBUTION OF SETTLEMENT FUND



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     5.1 The Claims Administrator,  subject to such supervision and direction of
the  Court  and/or  Plaintiffs'  Co-Lead  Counsel  as  may  be  necessary  or as
circumstances  may require,  shall administer and calculate the claims submitted
by Class  Members and shall  oversee  distribution  of the Net  Settlement  Fund
(defined below) to Authorized Claimants. The Settlement Fund shall be applied as
follows:

     (a) to pay all the costs and expenses  reasonably and actually  incurred in
connection  with providing  Notice,  locating Class  Members,  soliciting  Class
claims, assisting with the filing of claims,  administering and distributing the
Settlement Fund to Authorized  Claimants,  processing Proof of Claim and Release
forms, and paying escrow fees and costs, if any;

     (b) to pay the Taxes and Tax Expenses described in P. 2.7 above;

     (c) to pay to Plaintiffs' Counsel attorneys' fees, expenses, and costs with
interest thereon (the "Fee and Expense Award"),  if and to the extent allowed by
the Court; and

     (d) to distribute the balance of the Settlement  Fund (the "Net  Settlement
Fund") to  Authorized  Claimants  as  allowed  by the  Stipulation,  the Plan of
Allocation, or the Court.



                                       21
<PAGE>
     5.2 Upon the Effective  Date and  thereafter,  and in  accordance  with the
terms of the Stipulation,  the Plan of Allocation,  or such further approval and
further  order(s)  of the  Court as may be  necessary  or as  circumstances  may
require,  the Net Settlement Fund shall be distributed to Authorized  Claimants,
subject to and in accordance with the following:

     (a) Within  ninety  (90) days after the mailing of the Notice or such other
time  as may be set by the  Court,  each  Person  claiming  to be an  Authorized
Claimant  shall be  required to submit to the Claims  Administrator  a completed
Proof of Claim and  Release,  substantially  in the form of Exhibit A-2 attached
hereto,  signed  under  penalty of perjury and  supported  by such  documents as
specified in the Proof of Claim and Release and as are  reasonably  available to
the Authorized Claimant.

     (b) Except as otherwise ordered by the Court, all Class Members who fail to
timely  submit a Proof of Claim and Release  within such  period,  or such other
period as may be ordered by the Court,  or otherwise  allowed,  shall be forever
barred  from  receiving  any  payments  pursuant  to  the  Stipulation  and  the
settlement  set forth herein,  but will in all other  respects be subject to and
bound by the provisions of the Stipulation,  the releases  contained herein, and
the Judgment.



                                       22
<PAGE>
     (c)  The  Net  Settlement  Fund  shall  be  distributed  to the  Authorized
Claimants substantially in accordance with a Plan of Allocation described in the
Notice and approved by the Court.

     5.3 Except for their  obligation to pay or cause payment of the  Settlement
Amount,  and to cooperate in the production of  information  with respect to the
identification  of Class  Members from Profit  Recovery's  shareholder  transfer
records,  as provided herein,  Defendants and the Released Persons shall have no
responsibility  for,  interest in, or liability  whatsoever  with respect to the
investment or distribution of the Settlement  Fund, the Plan of Allocation,  the
determination,   administration,  or  calculation  of  claims,  the  payment  or
withholding of Taxes, or any losses incurred in connection therewith.

     5.4 No Person  shall  have any claim  against  Plaintiffs'  Counsel  or any
claims administrator, or Defendants or their counsel based on distributions made
substantially  in accordance with the  Stipulation and the settlement  contained
herein, the Plan of Allocation, or further orders of the Court.



                                       23
<PAGE>
     5.5 If there is any balance  remaining in the Net Settlement Fund after six
months from the date of  distribution  of the Net  Settlement  Fund  (whether by
reason of tax refunds,  uncashed checks,  or otherwise),  then, after the Claims
Administrator has made reasonable and diligent efforts to have Class Members who
are entitled to participate in the  distribution of the Net Settlement Fund cash
their  distributions,  any  balance  remaining  shall  be  re-distributed  among
Authorized  Claimants in an  equitable  and  economic  manner and any  remainder
donated to an appropriate non-profit organization.

     5.6 It is understood  and agreed by the Settling  Parties that any proposed
Plan of Allocation of the Net Settlement Fund including, but not limited to, any
adjustments  to an  Authorized  Claimant's  claim  set forth  therein,  is not a
necessary  term  of  the  Stipulation  and  is to be  considered  by  the  Court
separately from the Court's consideration of the fairness,  reasonableness,  and
adequacy  of the  settlement  set  forth in the  Stipulation,  and any  order or
proceedings relating to the Plan of Allocation shall not operate to terminate or
cancel the Stipulation or affect the finality of the Court's Judgment  approving
the Stipulation and the settlement set forth herein, or any other orders entered
pursuant to the Stipulation.



                                       24
<PAGE>
     6.   PLAINTIFFS' COUNSEL'S ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES

     6.1  Plaintiffs'  Co-Lead Counsel may submit an application or applications
(the  "Fee  and  Expense  Application")  for  distributions  to  them  from  the
Settlement  Fund  for:  (a) an  award  of  attorneys'  fees to be paid  from the
Settlement  Fund;  plus (b)  reimbursement  of  expenses  and costs  incurred in
connection with prosecuting the Litigation, plus any interest on such attorneys'
fees, costs, and expenses at the same rate and for the same periods as earned by
the  Settlement  Fund.  Plaintiffs'  Co-Lead  Counsel  reserve the right to make
additional applications for fees and expenses incurred.

     6.2 The attorneys' fees, expenses and costs,  including the fees of experts
and consultants,  as awarded by the Court, shall be paid to Plaintiffs'  Co-Lead
Counsel  from the  Settlement  Fund,  as  ordered,  immediately  after the Court
executes an order awarding such fees and expenses.  Plaintiffs'  Co-Lead Counsel
shall thereafter  allocate the attorneys' fees amongst  Plaintiffs' Counsel in a
manner in which they in good faith believe  reflects the  contributions  of such
counsel to the prosecution  and settlement of the Litigation.  In the event that
the Effective  Date does not occur,  or the Judgment or the order making the Fee
and Expense Award is reversed or modified,  or the  Stipulation  is cancelled or
terminated for any other reason, and in the event that the Fee and Expense Award
has been paid to any extent, then Plaintiffs' Counsel, including their law firm,


                                       25
<PAGE>
partners, and/or shareholders,  shall within ten (10) days from receiving notice
from Defendants' Counsel or from a court of appropriate jurisdiction,  refund to
the Settlement  Fund, the fees,  expenses and costs previously paid to them from
the  Settlement  Fund plus  interest  thereon  at the same rate as earned on the
Settlement Fund in an amount consistent with such reversal or modification. Each
such  Plaintiffs'  Counsel's law firm, as a condition of receiving such fees and
expenses,  on behalf of itself and each partner and/or shareholder of it, agrees
that  the law firm and its  partners  and/or  shareholders  are  subject  to the
jurisdiction  of the Court for the purpose of enforcing  the  provisions of this
paragraph.

     6.3 Any appeal from any order relating to the Fee & Expense  Application or
reversal or modification  thereof,  shall not operate to terminate or cancel the
Stipulation,  or affect or delay the  finality  of the  Judgment  approving  the
Stipulation and the settlement of the Litigation set forth herein.

     6.4 Defendants and the Released Persons shall have no  responsibility  for,
and no liability  whatsoever with respect to, any payment to Plaintiffs' Counsel
from the Settlement Fund.



                                       26
<PAGE>
     7.   CONDITIONS  OF  SETTLEMENT,  EFFECT OF  DISAPPROVAL,  CANCELLATION  OR
          TERMINATION

     7.1 The  Effective  Date of the  Stipulation  shall be  conditioned  on the
occurrence of all of the following events:

     (a)  Defendants  have made or caused  the  contributions  to be made to the
Settlement Fund as required by P. 2.1 above;

     (b) the Court has entered the Notice Order,  or an order  substantially  in
the form of Exhibit A attached hereto;

     (c) the Court has entered the Judgment, or a judgment  substantially in the
form of  Exhibit B  attached  hereto,  or a  judgment  in a form other than that
provided  above  ("Alternative  Judgment")  acceptable  to all  of the  Settling
Parties;

     (d) the Settlement shall not have been terminated pursuant to P. 7.3;

     (e) the Judgment or Alternate Judgment has become Final; and

     (f) a Final order has been entered by the Court  approving the  Stipulation
and settlement.

     7.2 Upon the  occurrence  of all of the events  referenced in P. 7.1 above,
any and all remaining  interest or right of  Defendants in or to the  Settlement
Fund, if any, shall be absolutely and forever extinguished.



                                       27
<PAGE>
     7.3 Defendants' Counsel or Plaintiffs' Co-Lead Counsel shall have the right
to terminate the Settlement and this Stipulation by providing  written notice of
their  election  to do so  ("Termination  Notice") to all other  parties  hereto
within thirty (30) days of: (a) the Court's  declining to enter the Notice Order
in any material respect;  (b) the Court's refusal to approve this Stipulation or
any material part of it; (c) the Court's  declining to enter the Judgment in any
material  respect;  (d) the date upon which the Judgment is modified or reversed
in any material respect by the Court of Appeals or the Supreme Court; or (e) the
date upon which an Alternative  Judgment is modified or reversed in any material
respect by the Court of Appeals or the Supreme Court.

     7.4 A hearing (the  "Settlement  Hearing") shall be held at a date and time
convenient to the Court,  at the United States  District  Court for the Northern
district of Georgia,  Atlanta Division, 75 Spring Street,  Atlanta, GA 30303, to
determine  whether the proposed  settlement  of the  litigation on the terms and
conditions  provided for in this  stipulation  is fair,  just,  reasonable,  and
adequate as to the Class and should be approved by the Court; whether a Judgment
as provided in P. 1.10 should be entered  herein;  whether the proposed  Plan of
Allocation should be approved;  and to determine the amount of fees and expenses
that  should be  awarded  to  Plaintiffs'  Counsel.  If prior to the  Settlement
Hearing,  Persons  who  otherwise  would be Members of the Class have  submitted
timely  requests for  exclusion  ("Requests  for  Exclusion")  from the Class in
accordance with the provisions of the Notice Order and the notice given pursuant
thereto,  and if the aggregate  number of shares of Profit Recovery common stock
purchased by such Class  Members  during the Class Period  equals or exceeds the


                                       28
<PAGE>
amount specified in a separate supplemental agreement ("Supplemental Agreement")
between  the  parties,  then,  unless  unanimously  agreed to in  writing by all
Defendants  and their insured,  Defendants  shall  terminate the  Stipulation in
accordance  with the procedures  set forth in the  Supplemental  Agreement.  The
Supplemental  Agreement and all of its terms are hereby  incorporated  into this
Stipulation (and vice versa);  however,  the Supplemental  Agreement will not be
filed with the Court unless and until a dispute among the parties concerning its
interpretation  or  application  arises.  Copies of all Requests  for  Exclusion
received  and  copies of all  written  revocations  of  Requests  for  Exclusion
received  shall be sent to counsel for  Defendants  and to  Plaintiffs'  Co-Lead
Counsel within a reasonable time of receipt.

     7.5 Unless  otherwise  ordered by the Court,  in the event the  Stipulation
shall terminate,  or be cancelled, or shall not become effective for any reason,
within five (5) business days after written  notification  of such event is sent
by counsel for  Defendants or Plaintiffs'  Co-Lead  Counsel to the Escrow Agent,
the Settlement  Fund  (including  accrued  interest),  less any expenses and any
costs that have  either  been  properly  disbursed  pursuant to P. 2.6 or P. 2.7


                                       29
<PAGE>
herein, or are determined to be chargeable to the Settlement Fund for the notice
and  administration  of the  Settlement  pursuant  to P.  2.6  herein,  shall be
refunded by the Escrow Agent on to the Defendants'  Insurer  pursuant to written
instructions  from  counsel  for  Defendants.  At the  request  of  counsel  for
Defendants, the Escrow Agent or its designee shall apply for any tax refund owed
to the  Settlement  Fund and pay the  proceeds,  after  deduction of any fees or
expenses  reasonably  incurred in connection with such application(s) for refund
to the Defendants' Insurer.

     7.6 In the event that the  Stipulation  is not approved by the Court or the
settlement  set  forth in the  Stipulation  is  terminated  or  fails to  become
effective in accordance with its terms,  the Settling  Parties shall be restored
to  their  respective  positions  in the  Litigation  immediately  prior  to the
execution of this  Stipulation.  In such event,  the terms and provisions of the
Stipulation,  with the exception of P. P. 7.4-7.6 herein,  shall have no further
force and effect with respect to the  Settling  Parties and shall not be used in
the Litigation or in any other  proceeding for any purpose,  and any judgment or
order entered by the Court in accordance with the terms of the Stipulation shall
be treated as vacated,  nunc pro tunc. No order of the Court or  modification or
reversal on appeal of any order of the Court  concerning  the Plan of Allocation
or the amount of any attorneys' fees, costs,  expenses,  and interest awarded by
the Court to the Plaintiffs or any of their counsel shall constitute grounds for
cancellation or termination of the  Stipulation.  If the Effective Date does not
occur,  or if the Stipulation is terminated  pursuant to its terms,  neither the


                                       30
<PAGE>
Lead  Plaintiffs nor any of their counsel shall have any obligation to repay any
amounts actually and properly  disbursed from the Settlement Fund for the notice
and administration of the Settlement pursuant to P. 2.6 hereof. In addition, any
expenses already incurred and properly chargeable to the Settlement Fund for the
notice and  administration  of the  Settlement  pursuant to P. 2.6 hereof at the
time of such  termination or cancellation but which have not been paid, shall be
paid by the Escrow Agent in accordance with the terms of the  Stipulation  prior
to the balance being refunded in accordance with P. 7.5 above.

     8.   MISCELLANEOUS PROVISIONS

     8.1 If a case is  commenced  in respect of any  Defendant  (or any  insurer
contributing  funds to the  Settlement  Fund on behalf of any  Defendant)  under
Title 11 of the United  States  Code  (Bankruptcy),  or a trustee,  receiver  or
conservator is appointed under any similar law, and in the event of the entry of
a final order of a court of competent  jurisdiction  determining the transfer of
money to the Settlement  Fund, or any portion  thereof,  by or on behalf of such
Defendant to be a preference,  voidable transfer, fraudulent transfer or similar
transaction and any portion thereof is required to be returned,  and such amount
is not promptly  deposited to the Settlement Fund by other Defendants,  then, at


                                       31
<PAGE>
the election of Plaintiffs' Co-Lead Counsel,  the parties shall jointly move the
Court to vacate and set aside the releases  given and Judgment  entered in favor
of the  Defendants  pursuant to this  Stipulation,  which  releases and Judgment
shall be null and void,  and the parties  shall be restored to their  respective
positions  in  the  litigation  immediately  prior  to  the  execution  of  this
Stipulation  and any cash  amounts in the  Settlement  Fund shall be returned as
provided in P. 7.5 above.

     8.2 The  Settling  Parties:  (a)  acknowledge  that it is their  intent  to
consummate this agreement;  and (b) agree to cooperate to the extent  reasonably
necessary  to  effectuate   and  implement  all  terms  and  conditions  of  the
Stipulation and to exercise their best efforts to accomplish the foregoing terms
and conditions of the Stipulation.

     8.3 The Settling  Parties intend this settlement to be a final and complete
resolution  of all disputes  between them with  respect to the  Litigation.  The
settlement compromises all claims that were contested and shall not be deemed an
admission  by any Settling  Party as to the merits of any claim or defense.  The
Judgment will contain a statement that, during the course of the Litigation, the
Settling  Parties and their  respective  counsel at all times  complied with the
requirements of Federal Rule of Civil  Procedure 11. The Settling  Parties agree


                                       32
<PAGE>
that  the  amount  paid to the  Settlement  Fund  and  the  other  terms  of the
settlement were negotiated in good faith by the Settling Parties,  and reflect a
settlement that was reached  voluntarily after consultation with competent legal
counsel.

     8.4 Neither the Stipulation  nor the  settlement,  nor any act performed or
document  executed  pursuant  to or in  furtherance  of the  Stipulation  or the
settlement:  (a) is or may be deemed to be or may be used as an admission of, or
evidence  of, the  validity  of any  Released  Claim,  or of any  wrongdoing  or
liability of the Defendants;  or (b) is or may be deemed to be or may be used as
an admission of, or evidence of, any fault or omission of any of the  Defendants
in  any  civil,   criminal,   or   administrative   proceeding   in  any  court,
administrative  agency,  or other tribunal.  Defendants may file the Stipulation
and/or the  Judgment in any action that may be brought  against them in order to
support  a  defense  or  counterclaim  based  on  principles  of  res  judicata,
collateral estoppel, release, good faith settlement,  judgment bar or reduction,
or any other theory of claim  preclusion or issue  preclusion or similar defense
or counterclaim.



                                       33
<PAGE>
     8.5 All  agreements  made and  orders  entered  during  the  course  of the
Litigation  relating to the  confidentiality  of information  shall survive this
Stipulation.

     8.6 All of the Exhibits to the  Stipulation are material and integral parts
hereof and are fully incorporated herein by this reference.

     8.7 The Stipulation may be amended or modified only by a written instrument
signed  by  or  on  behalf  of  all   Settling   Parties  or  their   respective
successors-in-interest.

     8.8  This  Stipulation  supersedes  and  extinguishes  any  and  all  other
promises,  representations  or agreements,  whether written or oral, made at any
time prior to the date of this  Stipulation by and between the Settling  Parties
or any of their current and former officers, directors, stockholders,  partners,
principals,  employees, agents, parent corporations,  subsidiaries,  affiliates,
predecessors,   estates,  successors,  assigns,  and  attorneys,  regarding  the
resolution of the Litigation.  The Settling  Parties agree that this Stipulation
and the Supplemental Agreement contain the entire agreement between the Settling
Parties with respect to the  Litigation  and that the terms of this  Stipulation
are contractual and not mere recitals.



                                       34
<PAGE>
     8.9  Plaintiffs'  Co-Lead  Counsel,  on behalf of the Class,  are expressly
authorized  by Lead  Plaintiffs  to take all  appropriate  actions  required  or
permitted to be taken by the Class pursuant to the Stipulation to effectuate its
terms and also are  expressly  authorized  to enter  into any  modifications  or
amendments to the Stipulation on behalf of the Class that they deem appropriate.

     8.10 Each counsel or other Person  executing the  Stipulation or any of its
Exhibits on behalf of any party hereto hereby  warrants that such Person has the
full authority to do so.

     8.11 The  Stipulation  may be  executed  in one or more  counterparts.  All
executed  counterparts  and each of them  shall be deemed to be one and the same
instrument.  A complete  set of  executed  counterparts  shall be filed with the
Court.

     8.12 The  Stipulation  shall be binding upon,  and inure to the benefit of,
the successors and assigns of the Settling Parties.

     8.13 The Court shall retain jurisdiction with respect to implementation and
enforcement of the terms of the Stipulation,  and the Settling Parties submit to
the  jurisdiction  of the Court for purposes of  implementing  and enforcing the
settlement embodied in the Stipulation.

     8.14 The Stipulation and the Exhibits  attached hereto and the Supplemental
Agreement shall be considered to have been  negotiated,  executed and delivered,
and to be  wholly  performed,  in the  State  of  Georgia,  and the  rights  and


                                       35
<PAGE>
obligations of the parties to the Stipulation shall be construed and enforced in
accordance with, and governed by, the internal, substantive laws of the State of
Georgia without giving effect to that State's choice of law principles.

     8.15  After  the  distribution  of the Net  Settlement  Fund to  Authorized
Claimants  and upon  request from counsel for  Defendants,  Plaintiffs'  Co-Lead
Counsel shall furnish reasonable written assurances to counsel for Defendants of
destruction of discovery  material  produced in the Litigation,  including inter
alia, transcripts,  documents,  CD-ROMs,  interrogatory responses, and all other
materials provided by Defendants during discovery consistent with the Stipulated
Order Regarding Confidential Information dated July 25, 2001.


                                       36
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have caused the  Stipulation to be
executed, by their duly authorized attorneys, dated as of February 8, 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

                                       37
<PAGE>
                                         MILBERG WEISS BERSHAD & SCHULMAN LLP

                                         /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


                                       38
<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



                                       39
<PAGE>
                                    EXHIBIT A

                       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-CC
SECURITIES LITIGATION                              )
                                                   )
----------------------------------------------------


                    [PROPOSED] ORDER PRELIMINARILY APPROVING
                       SETTLEMENT AND PROVIDING FOR NOTICE

     WHEREAS,  a putative  class  action is  pending in this Court  styled In re
Profit Recovery Group International,  Inc. Securities  Litigation,  Civil Action
No. 1:00-CV-1416-CC (the "Litigation"); and

     WHEREAS,  the parties,  having made application  pursuant to Rule 23 of the
Federal Rules of Civil  Procedure for an order  approving the settlement of this
action,  in accordance  with a Stipulation of Settlement  dated February 8, 2005
(the  "Stipulation"),  which,  together with the Exhibits  annexed  thereto sets
forth the terms and conditions  for a proposed  settlement of the Litigation and
for dismissal of the Litigation with prejudice upon the terms and conditions set
forth therein;



                                       1
<PAGE>
     WHEREAS, pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil
Procedure  and by Order dated  December  3, 2002,  the Court has  certified  the
Litigation  to proceed as a class action on behalf of all persons who  purchased
common stock of Profit Recovery Group International,  Inc. between July 19, 1999
and July 26, 2000, inclusive, and were allegedly damaged thereby.  Excluded from
the Class are  Defendants,  members of the immediate  families of the Individual
Defendants, any entities in which any Defendant has a controlling interest or is
a parent  or  subsidiary  of or is  controlled  by the  Company,  and the  legal
representatives,  heirs,  successors,  predecessors  in interest,  affiliates or
assigns of any Defendant; and

     WHEREAS,  the Court  having read and  considered  the  Stipulation  and the
Exhibits annexed thereto; and

     WHEREAS, all defined terms contained herein shall have the same meanings as
set forth in the Stipulation;

     NOW THEREFORE, IT IS HEREBY ORDERED:

     1. A hearing (the "Settlement  Hearing") shall be held before this Court on
___________,  2005 at __:__ __.m.,  at the United States  District Court for the
Northern  District of Georgia,  Atlanta  Division,  75 Spring  Street,  Atlanta,
Georgia 30303, to determine whether the proposed settlement of the Litigation on
the  terms  and  conditions  provided  for in the  Stipulation  is  fair,  just,
reasonable,  and  adequate  as to the Class and should be approved by the Court;


                                       2
<PAGE>
whether a Judgment  as  provided in the  Stipulation  should be entered  herein;
whether the proposed Plan of Allocation should be approved; and to determine the
amount of fees and expenses that should be awarded to Plaintiffs'  Counsel.  The
Court may adjourn the Settlement  Hearing  without  further notice to Members of
the Class.

     2. The Court reserves the right to approve the  Settlement  with or without
modification  and with or without  further notice of any kind. The Court further
reserves  the  right  to  enter  its  Judgment  approving  the  Stipulation  and
dismissing the Litigation on the merits and with prejudice regardless of whether
it has approved the Plan of Allocation or awarded attorneys' fees and expenses.

     3. The Court  approves,  as to form and content,  the Notice of Pendency of
Class Action and Proposed Settlement,  Motion for Attorneys' Fees and Settlement
Fairness Hearing (the "Notice"), the Proof of Claim and Release form (the "Proof
of Claim"),  and Summary Notice annexed as Exhibits A-1, A-2 and A-3 hereto, and
finds that the  mailing and  distribution  of the Notice and  publishing  of the
Summary Notice substantially in the manner and form set forth in this Order meet
the  requirements  of Rule 23 of the Federal  Rules of Civil  Procedure  and due


                                       3
<PAGE>
process,  and is the best notice  practicable  under the circumstances and shall
constitute due and sufficient notice to all Persons entitled thereto.

     4. Plaintiffs'  Co-Lead Counsel are hereby authorized to retain the firm of
The Garden City Group, Inc. ("Claims Administrator") to supervise and administer
the notice procedure as well as the processing of claims as more fully set forth
below:

     (a) Not later than  ____________,  2005 (the  "Notice  Date"),  Plaintiffs'
Co-Lead  Counsel  shall  cause a copy of the  Notice  and the  Proof  of  Claim,
substantially in the forms annexed as Exhibits A-1 and A-2 hereto,  to be mailed
by first class mail to all Class Members who can be identified  with  reasonable
effort;

     (b) Not  later  than ten days from the  Notice  Date,  Plaintiffs'  Co-Lead
Counsel  shall cause the Summary  Notice to be  published  once in the  national
edition of Investor's Business Daily; and

     (c) Prior to the  Settlement  Hearing,  Plaintiffs'  Co-Lead  Counsel shall
serve on  Defendants'  counsel and file with the Court  proof,  by  affidavit or
declaration, of such mailing and publishing.

     5. The  Defendants  shall  cause  Profit  Recovery's  transfer  records and
shareholder information to be made available to the Claims Administrator for the
purpose of identifying and giving notice to the Class. The Claims  Administrator
shall use reasonable  efforts to give notice to nominee owners such as brokerage


                                       4
<PAGE>
firms and other persons or entities who purchased  Profit  Recovery common stock
during the Class Period as record owners but not as beneficial owners.  Nominees
who  purchased  the common  stock of Profit  Recovery for the benefit of another
Person  during the Class  Period  shall be  requested to send the Notice and the
Proof of Claim to all such beneficial  owners within ten (10) days after receipt
thereof,  or to send a list of the names and addresses of such beneficial owners
to the Claims  Administrator  within  ten (10) days of receipt  thereof in which
event the Claims Administrator shall promptly mail the Notice and Proof of Claim
to such beneficial owners.

     6. The form and content of the Notice,  and the method set forth  herein of
notifying the Class of the  Settlement  and its terms and  conditions,  meet the
requirements  of  Rule 23 of the  Federal  Rules  of  Civil  Procedure,  Section
21D(a)(7) of the  Securities  Exchange  Act of 1934,  15 U.S.C.  78u-4(a)(7)  as
amended  by the  Private  Securities  Litigation  Reform  Act of  1995,  and due
process,  constitute the best notice  practicable under the  circumstances,  and
shall constitute due and sufficient  notice to all persons and entities entitled
thereto.

     7. Any Person  falling within the definition of the Class shall be bound by
all  determinations  and judgments in the Litigation  concerning the settlement,
including,  but not limited  to, the  releases  provided  for  therein,  whether


                                       5
<PAGE>
favorable or unfavorable  to the Class,  unless such Persons  request  exclusion
from the Class in a timely and proper manner, as hereinafter  provided.  A Class
Member  wishing to make such  request  shall mail the request in written form by
first class mail postmarked no later than  _______________,  2005 to the address
designated in the Notice.  Such request for exclusion shall clearly indicate the
name,  address and telephone  number of the person seeking  exclusion,  that the
sender  requests  to be  excluded  from the Class in the In re  Profit  Recovery
International,  Inc. Securities  Litigation,  and must be signed by such person.
Such  persons  requesting  exclusion  are also  directed to state:  the date(s),
price(s),  and number(s) of shares of all purchases and sales of Profit Recovery
common stock during the Class  Period.  The request for  exclusion  shall not be
effective  unless it provides  the required  information  and is made within the
time stated above,  or the exclusion is otherwise  accepted by the Court.  Class
Members requesting exclusion from the Class shall not be entitled to receive any
payment out of the Net  Settlement  Fund as  described  in the  Stipulation  and
Notice.

     8. Class Members who wish to participate  in the settlement  shall complete
and submit Proof of Claim forms in accordance  with the  instructions  contained
therein.  Unless the Court  orders  otherwise,  all Proof of Claim forms must be
submitted no later than  ______________,  2005 [ninety (90) days from the Notice


                                       6
<PAGE>
Date].  Any Class Member who does not timely  submit a Proof of Claim within the
time  provided  for shall be barred  from  sharing  in the  distribution  of the
proceeds of the Settlement Fund, unless otherwise ordered by the Court.

     9. Any Member of the Class may enter an  appearance in the  Litigation,  at
their own expense,  individually or through counsel of their own choice. If they
do not enter an appearance,  they will be  represented  by  Plaintiffs'  Co-Lead
Counsel.

     10. All proceedings in the Litigation are stayed until further order of the
Court, except as may be necessary to implement the settlement or comply with the
terms of the Stipulation.  Pending final determination of whether the settlement
should be approved,  neither the Lead Plaintiffs,  nor any Class Member,  either
directly,  representatively,  or  in  any  other  capacity,  shall  commence  or
prosecute against any of the Released  Persons,  any action or proceeding in any
court or tribunal asserting any of the Released Claims.

     11. Any Member of the Class may appear and show  cause,  if he,  she, or it
has any reason why the proposed  settlement of the  Litigation  should or should
not be approved as fair,  reasonable,  and adequate, or why a judgment should or
should not be entered thereon,  why the Plan of Allocation  should or should not
be approved, or why attorneys' fees and expenses should or should not be awarded


                                       7
<PAGE>
to counsel for the Plaintiffs;  provided,  however,  that no Class Member or any
other Person shall be heard or entitled to contest the approval of the terms and
conditions  of the  proposed  settlement,  or, if  approved,  the judgment to be
entered  thereon  approving  the  same,  or the  order  approving  the  Plan  of
Allocation, or the attorneys' fees and expenses to be awarded to counsel for the
Plaintiffs,  unless  written  objections and copies of any papers and briefs are
filed  with the Clerk of the  United  States  District  Court  for the  Northern
District of Georgia, Atlanta Division, on or before __________, 2005; and copies
of said objections,  papers, and briefs are also served upon Martin D. Chitwood,
Esq., Chitwood & Harley LLP, 1230 Peachtree Street, 2300 Promenade Two, Atlanta,
Georgia 30309; Mark C. Rifkin,  Esq., Wolf Haldenstein Adler Freeman & Herz LLP,
270 Madison Avenue, New York, New York 10016; David Brower,  Esq., Milberg Weiss
Bershad & Schulman LLP, One  Pennsylvania  Plaza, New York, New York 10119-0165;
and Todd R. David, Esq., Alston & Bird LLP, 1201 West Peachtree Street, Atlanta,
Georgia  30309.  Any  Member of the Class  who does not make  his,  her,  or its
objection in the manner  provided  shall be deemed to have waived such objection
and shall  forever be  foreclosed  from making any  objection  to the  fairness,
justness, reasonableness, or adequacy of the proposed settlement, to the Plan of


                                       8
<PAGE>
Allocation,  or to the award of attorneys'  fees and expenses to counsel for the
Plaintiffs, unless otherwise ordered by the Court.

     12. The passage of title and ownership of the Settlement Fund to the Escrow
Agent in  accordance  with the  terms  and  obligations  of the  Stipulation  is
approved.  No Person  that is not a Class  Member or counsel  to the  Plaintiffs
shall  have  any  right  to any  portion  of,  or in the  distribution  of,  the
Settlement Fund unless otherwise  ordered by the Court or otherwise  provided in
the Stipulation.

     13. All funds held by the Escrow Agent shall be deemed and considered to be
in custodia  legis,  and shall remain subject to the  jurisdiction of the Court,
until such time as such funds shall be distributed  pursuant to the  Stipulation
and/or further order(s) of the Court.

     14.  All  motions  and papers in  support  of the  settlement,  the Plan of
Allocation,  and any  application  by counsel for the  Plaintiffs for attorneys'
fees or  reimbursement  of expenses shall be filed and served seven (7) calendar
days prior to the Settlement Hearing.

     15. Neither Profit  Recovery,  the Individual  Defendants,  nor the Related
Parties  shall  have  any  responsibility  for  the  Plan of  Allocation  or any
application  for  attorneys'  fees or  reimbursement  of expenses  submitted  by


                                       9
<PAGE>
Plaintiffs' Co-Lead Counsel, and such matters will be considered separately from
the fairness, justness, reasonableness, and adequacy of the settlement.

     16. At or after the Settlement  Hearing,  the Court shall determine whether
the  Plan  of  Allocation  proposed  by  Plaintiffs'  Co-Lead  Counsel  and  any
application for attorneys' fees or reimbursement of expenses shall be approved.

     17. All  reasonable  costs  incurred in  identifying  and  notifying  class
members,  as well as in administering  the Settlement Fund, shall be paid as set
forth in the  Stipulation.  In the event the  settlement  is not approved by the
Court, or otherwise fails to become effective, neither the Plaintiffs nor any of
their counsel shall have any  obligation to repay to Defendants or their Insurer
the reasonable and actual costs of class notice and of administration.

     18.  The Court  reserves  the right to adjourn  the date of the  Settlement
Hearing  without  further  notice  to the  Members  of  the  Class  and  retains
jurisdiction  to consider all further  applications  arising out of or connected
with the proposed  settlement.  The Court may approve the settlement,  with such
modifications  as may be  agreed to by the  Settling  Parties,  if  appropriate,
without further notice to the Class.

     19. If: (a) the Settlement is terminated by Defendants pursuant to [P. 7.4]
of the Stipulation;  or (b) any specified  condition to the Settlement set forth
in the Stipulation is not satisfied and  Plaintiffs'  Co-Lead Counsel or Counsel


                                       10
<PAGE>
for the Defendants elects to terminate the Settlement as provided in [P. 7.3] of
the  Stipulation,  then,  in any such  event,  the  Stipulation,  including  any
amendment(s) thereof, and this Order shall be null and void, of no further force
or effect,  and without  prejudice to any party,  and may not be  introduced  as
evidence or referred to in any actions or  proceedings  by any person or entity,
and each party shall be restored to his,  her or its  respective  position as it
existed prior to the execution of the Stipulation.

   IT IS SO ORDERED.

DATED:  _____________, 2005

                                            ----------------------------------
                                            THE HONORABLE CLARENCE COOPER
                                            UNITED STATES DISTRICT JUDGE



                                       11
<PAGE>
                                   EXHIBIT A-1
                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE NORTHERN DISTRICT OF GEORGIA
                                ATLANTA DIVISION
------------------------------------------x
                                        )      CIVIL ACTION FILE
IN RE PROFIT RECOVERY                   )      NO. 1:00-CV-1416-CC
GROUP INTERNATINAL, INC. SECURITIES     )
LITIGATION                              )
                                        )
------------------------------------------x

                 NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED
             SETTLEMENT, MOTION FOR ATTORNEYS' FEES AND SETTLEMENT
                                FAIRNESS HEARING

      IF YOU BOUGHT PROFIT RECOVERY GROUP INTERNATIONAL, INC. COMMON STOCK
 BETWEEN JULY 19, 1999 AND JULY 26, 2000, INCLUSIVE, THEN YOU MAY BE ENTITLED TO
                    PAYMENT FROM A CLASS ACTION SETTLEMENT.

     A federal court authorized this notice.  This is not a solicitation  from a
lawyer.

     o    The settlement  will provide a $6.75 million  settlement  fund for the
          benefit  of  investors  who  bought  shares of Profit  Recovery  Group
          International,  Inc. ("Profit Recovery") common stock between July 19,
          1999 and July 26, 2000, inclusive (the "Class Period").

     o    The settlement  resolves a lawsuit over whether Profit Recovery misled
          investors about its future earnings.

     o    Your legal  rights are  affected  whether you act or do not act.  Read
          this notice carefully.

                YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
--------------------------------------------------------------------------------
SUBMIT A CLAIM FORM                      The only way to get a payment.
--------------------------------------------------------------------------------


                                       1
<PAGE>
EXCLUDE YOURSELF                         Get no payment. This is the only option
                                         that allows you to ever be part of  any
                                         other lawsuit  against Profit  Recovery
                                         and  the  other  Released Persons about
                                         the Released Claims.
--------------------------------------------------------------------------------
OBJECT                                   Write to the Court about why you do not
                                         like the settlement.
--------------------------------------------------------------------------------
GO TO A HEARING                          Ask  to   speak  in   Court  about  the
                                         fairness of the settlement.
--------------------------------------------------------------------------------
DO NOTHING                               Get no payment. Give up rights.
--------------------------------------------------------------------------------

     o    These rights and options - AND THE  DEADLINES  TO EXERCISE  THEM - are
          explained in this notice.

     o    The  Court in charge of this  case  still  has to  decide  whether  to
          approve the  settlement.  Payments will be made if the Court  approves
          the settlement and after appeals are resolved. Please be patient.

                                 SUMMARY NOTICE

Statement of Plaintiff Recovery
-------------------------------
Pursuant to the settlement  described  herein,  a Settlement  Fund consisting of
$6.75 million in cash, plus interest, has been established.  Plaintiffs estimate
that there were  approximately  21.7 million  shares of Profit  Recovery  common
stock traded  during the Class Period  which may have been  damaged.  Plaintiffs
estimate that the average  recovery per damaged share of Profit  Recovery common
stock  under the  settlement  is $0.31 per damaged  share  before  deduction  of
Court-awarded  attorneys'  fees and expenses.  A Class Member's  actual recovery
will be a proportion of the Net  Settlement  Fund  determined by his, her or its
Recognized Claim as compared to the total Recognized Claims of all Class Members
who  submit  acceptable  Proofs  of  Claim.  Depending  on the  number of claims
submitted,  when  during the Class  Period a Class  Member  purchased  shares of
Profit Recovery  common stock,  and whether those shares were held at the end of
the Class Period or sold during the Class  Period,  and if sold,  when they were
sold,  an  individual  Class  Member may receive  more or less than this average
amount.  See the Plan of Allocation on page [___] for more  information  on your
Recognized Claim.



                                       2
<PAGE>
Statement of Potential Outcome of Case
--------------------------------------
The  parties  disagree  on both  liability  and  damages and do not agree on the
average amount of damages per share that would be recoverable if plaintiffs were
to have  prevailed  on each claim  alleged.  The  Defendants  deny that they are
liable to the plaintiffs or the Class and deny that plaintiffs or the Class have
suffered any damages.

Statement of Attorneys' Fees and Costs Sought
---------------------------------------------
Plaintiffs'  Counsel are moving the Court to award attorneys' fees not to exceed
one third  (33-1/3%) of the Gross  Settlement  Fund,  and for  reimbursement  of
expenses  incurred  in  connection  with the  prosecution  of this Action in the
approximate amount of $700,000.  The requested fees and expenses would amount to
an  average  of  $0.136  per  damaged  share  in total  for  fees and  expenses.
Application  may also be made for  reimbursement  to the Lead  Plaintiffs for an
amount not to exceed  $_____ for  reimbursement  of their  reasonable  costs and
expenses  directly relaing to their  representantion  of the Class.  Plaintiffs'
Counsel have expended  considerable  time and effort in the  prosecution of this
litigation  on a  contingent  fee basis,  and have  advanced the expenses of the
litigation,  in the  expectation  that if they were  successful  in  obtaining a
recovery  for the Class they would be paid from such  recovery.  In this type of
litigation  it is customary for counsel to be awarded a percentage of the common
fund recovery as their attorneys' fees.

Further Information
-------------------
Further  information  regarding  the Action and this  Notice may be  obtained by
contacting  Plaintiffs'  Co-Lead Counsel:  Martin D. Chitwood,  Esq., Chitwood &
Harley LLP, 1230 Peachtree Street,  2300 Promenade Two, Atlanta,  Georgia 30309,
Telephone (404) 873-3900; Mark C. Rifkin, Esq., Wolf Haldenstein Adler Freeman &
Herz  LLP,  270  Madison  Avenue,  New York,  New York  10016,  Telephone  (212)
545-4600;  or David  Brower,  Esq.,  Milberg  Weiss  Bershad & Schulman LLP, One
Pennsylvania Plaza, New York, New York 10119-0165, Telephone (212) 594-5300.



                                       3
<PAGE>
Reasons for the Settlement
--------------------------
The  principal  reason for the  settlement  is the benefit to be provided to the
Class now.  This benefit must be compared to the risk that no recovery  might be
achieved  after a contested  trial and likely  appeals,  possibly years into the
future.

[END OF COVER PAGE]
--------------------------------------------------------------------------------
                            WHAT THIS NOTICE CONTAINS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                            <C>
                                                                                                               PAGE

SUMMARY NOTICE....................................................................................................2
--------------

         Statement of Plaintiff Recovery..........................................................................2

         Statement of Potential Outcome of Case...................................................................3

         Statement of Attorneys' Fees and Costs Sought............................................................3

         Further Information......................................................................................3

         Reasons for the Settlement...............................................................................3

BASIC INFORMATION.................................................................................................7

                  1.       Why did I get this notice package?.....................................................7

                  2.       What is this lawsuit about?............................................................7

                  3.       Why is this a class action?............................................................8

                  4.       Why is there a settlement?.............................................................8

WHO IS IN THE SETTLEMENT..........................................................................................8

                  5.       How do I know if I am part of the settlement?..........................................8

                  6.       Are there exceptions to being included?................................................8

                  7.       What if I am still not sure if I am included?..........................................9
</TABLE>



                                       4
<PAGE>
<TABLE>
<S>                                                                                                            <C>
THE SETTLEMENT BENEFITS -- WHAT YOU GET...........................................................................9

                  8.       What does the settlement provide?......................................................9

                  9.       How much will my payment be?...........................................................9

HOW YOU GET A PAYMENT -- SUBMITTING A CLAIM FORM.................................................................10

                  10.      How can I get a payment?..............................................................10

                  11.      When would I get my payment?..........................................................10

                  12.      What am I giving up to get a payment or stay in the Class?............................10

EXCLUDING YOURSELF FROM THE SETTLEMENT...........................................................................12

                  13.      How do I get out of the proposed settlement?..........................................12

                  14.      If I do not exclude myself, can I sue Profit Recovery and the other Released
                           Parties for the same thing later?.....................................................13

                  15.      If I exclude myself, can I get money from the proposed settlement?....................13

THE LAWYERS REPRESENTING YOU.....................................................................................13

                  16.      Do I have a lawyer in this case?......................................................13

                  17.      How will the lawyers be paid?.........................................................14

OBJECTING TO THE SETTLEMENT......................................................................................14

                  18.      How do I tell the Court that I do not like the proposed settlement?...................14

                  19.      What is the difference between objecting and excluding?...............................15

THE COURT'S FAIRNESS HEARING.....................................................................................16

                  20.      When and where will the Court decide whether to approve the proposed
                           settlement?...........................................................................16
</TABLE>



                                       5
<PAGE>
<TABLE>
<S>                                                                                                            <C>
                  21.      Do I have to come to the hearing?.....................................................16

                  22.      May I speak at the hearing?...........................................................16

IF YOU DO NOTHING................................................................................................17

                  23.      What happens if I do nothing at all?..................................................17

GETTING MORE INFORMATION.........................................................................................17

                  24.      Are there more details about the proposed settlement?.................................17

                  25.      How do I get more information?........................................................17

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS....................................................18

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES..........................................................21
</TABLE>




                                       6
<PAGE>
                                BASIC INFORMATION

--------------------------------------------------------------------------------
1.   Why did I get this notice package?
--------------------------------------------------------------------------------

You or  someone  in your  family may have  purchased  shares of Profit  Recovery
common stock between July 19, 1999 and July 26, 2000, inclusive.

The Court directed that this Notice be sent to Class Members because they have a
right to know about a proposed  settlement of a class action lawsuit,  and about
all  of  their  options,  before  the  Court  decides  whether  to  approve  the
settlement.  If the Court  approves the  settlement,  and after  objections  and
appeals are  resolved,  an  administrator  appointed  by the Court will make the
payments that the settlement allows.

This package explains the lawsuit, the settlement,  Class Members' legal rights,
what benefits are available, who is eligible for them, and how to get them.

The Court in  charge of the case is the  United  States  District  Court for the
Northern District of Georgia,  Atlanta Division, and the case is known as the In
re Profit Recovery Group International, Inc. Securities Litigation, Civil Action
File No. 1:00-CV-1416-CC. This case was assigned to United States District Judge
Clarence Cooper. The people who sued are called plaintiffs,  and the company and
the persons they sued, Profit Recovery and John M. Cook, Scott L. Colabuono, and
Michael Lustig, are called the Defendants.

--------------------------------------------------------------------------------
2.   What is this lawsuit about?
--------------------------------------------------------------------------------

Profit  Recovery is engaged in the  business of providing  accounts  payable and
other  recovery  audit  services to large  businesses  and certain  governmental
agencies that have numerous  transactions  with many  vendors.  Profit  Recovery
identifies overpayments by their clients and receives a negotiated percentage of
any monies they recover.  Plaintiffs alleged that Profit Recovery and certain of
its  officers  and  directors,  John M. Cook,  Scott L.  Colabuono,  and Michael
Lustig, misled investors by intentionally making materially false and misleading
statements  about purported  changes to Profit  Recovery's  revenue  recognition
policies and  materially  overstating  the profits that the company  expected to
earn in the future.  Plaintiffs  also alleged that Profit  Recovery issued press


                                       7
<PAGE>
releases and  financial  statements  that had  materially  false and  misleading
information about the post-acquisition earnings of a newly-acquired  subsidiary.
The Defendants deny they did anything wrong.

--------------------------------------------------------------------------------
3.   Why is this a class action?
--------------------------------------------------------------------------------

In a class  action,  one or more Class  Representatives  (in this case  Jeanette
Roberts,  Stephen Haynes,  and Fernando  Melendez),  sue on behalf of people who
have similar  claims.  All these people are a Class or Class Members.  One court
resolves  the  issues  for all Class  Members,  except  for  those  who  exclude
themselves  from the Class.  The Court  certified this case as a class action on
December 3, 2002.

--------------------------------------------------------------------------------
4.   Why is there a settlement?
--------------------------------------------------------------------------------

The Court did not decide in favor of Plaintiffs  or  Defendants.  Instead,  both
sides  agreed  to a  settlement.  That way,  they  avoid the risks and cost of a
trial, and the people affected will get compensation.  The Class  Representative
and the attorneys think the settlement is best for all Class Members.

                            WHO IS IN THE SETTLEMENT

To see if you will get money from this  settlement,  you first have to decide if
you are a Class Member.

--------------------------------------------------------------------------------
5.   How do I know if I am part of the settlement?
--------------------------------------------------------------------------------

The Court decided that everyone who fits this description is a Class Member: all
Persons who purchased the common stock of Profit Recovery  between July 19, 1999
and July 26, 2000, inclusive.

--------------------------------------------------------------------------------
6.   Are there exceptions to being included?
--------------------------------------------------------------------------------

The Defendants,  members of the immediate families of the Individual Defendants,
any entities in which any Defendant has a controlling interest or is a parent or
subsidiary   of  or  is   controlled   by   Profit   Recovery,   and  the  legal
representatives,  heirs,  successors,  predecessors  in interest,  affiliates or
assigns of any Defendant are not members of the Class.

                                       8
<PAGE>
If one of your mutual funds  purchased  shares of Profit  Recovery  common stock
during the Class Period,  that alone does not make you a Class Member. You are a
Class Member only if you directly  purchased  shares of Profit  Recovery  common
stock  during the Class  Period.  Contact  your  broker to see if you  purchased
Profit Recovery common stock during the Class Period.

If you SOLD Profit  Recovery  common stock during the Class  Period,  that alone
does not make you a Class  Member.  You are a Class Member only if you PURCHASED
your shares during the Class Period.

--------------------------------------------------------------------------------
7.   What if I am still not sure if I am included?
--------------------------------------------------------------------------------

If you are still not sure whether you are  included,  you can ask for free help.
You can  call  1-800-_____-_________  or  visit  [WWW.__________.COM]  for  more
information.  Or you can fill out and return the claim  form  described  on page
[___], in question [10], to see if you qualify.

                     THE SETTLEMENT BENEFITS -- WHAT YOU GET

--------------------------------------------------------------------------------
8.   What does the settlement provide?
--------------------------------------------------------------------------------

In exchange for the  Settlement  and  dismissal of the Action,  Defendants  have
agreed to create a $6.75 million fund to be divided, after fees and expenses are
paid, among all Class Members who send in a valid Proof of Claim form.

--------------------------------------------------------------------------------
9.   How much will my payment be?
--------------------------------------------------------------------------------

Your share of the fund will depend on the total Recognized Claims represented by
the valid  Proof of Claim forms that Class  Members  send in, how many shares of
Profit Recovery common stock you bought, and when you bought and whether or when
you sold them.

By following the  instructions  on page [___] of this Notice,  you can calculate
what is called your Recognized Claim. It is unlikely that you will get a payment
for all of your  Recognized  Claim.  After all Class  Members have sent in their
Proof of Claim forms,  the payment you get will be a part of the Net  Settlement
Fund  equal  to  your  Recognized  Claim  divided  by the  total  of  everyone's
Recognized Claims. See the Plan of Allocation on page [___] for more information
on your Recognized Claim.



                                       9
<PAGE>
                HOW YOU GET A PAYMENT -- SUBMITTING A CLAIM FORM

--------------------------------------------------------------------------------
10.  How can I get a payment?
--------------------------------------------------------------------------------

To qualify  for a payment,  you must send in a Proof of Claim  form.  A Proof of
Claim form is being  circulated  with this  Notice.  You may also get a Proof of
Claim  form on the  Internet  at  [WWW.__________.COM].  Read  the  instructions
carefully,  fill out the Proof of Claim form, include all the documents the form
asks for, sign it, and mail it postmarked no later than _______________, 2005.

--------------------------------------------------------------------------------
11.  When might I get my payment?
--------------------------------------------------------------------------------

The Court will hold a hearing on  _______________,  2005,  to decide  whether to
approve the settlement.  If the Court approves the settlement  after that, there
may be appeals.  It is always  uncertain  whether these appeals can be resolved,
and resolving  them can take time,  perhaps more than a year. It also takes time
for all the Proofs of Claim to be processed. Please be patient.

--------------------------------------------------------------------------------
12.  What am I giving up to get a payment or stay in the Class?
--------------------------------------------------------------------------------

Unless you exclude yourself,  you are staying in the class, and that means that,
upon the  "Effective  Date," you will release all "Released  Claims" (as defined
below)  against the "Released  Persons" (as defined  below).

"Released  Claims"  means all claims  (including,  but not limited  to,  Unknown
Claims), demands, losses, rights, and causes of action of any nature whatsoever,
whether known or unknown, whether suspected or unsuspected, whether concealed or
hidden,  whether  accrued or  unaccrued,  by any Lead  Plaintiff or Class Member
against the Released Persons,  whether under state or federal law, based upon or
arising  out of, or related to the  purchase or sale of Profit  Recovery  common
stock  during  the Class  Period  and any  acts,  facts,  transactions,  events,
occurrences,  disclosures, statements, omissions, or failures to act, at anytime
during the Class Period,  including without  limitation those which were alleged
in the  Litigation,  or those  which  could or might  have been  alleged  in the


                                       10
<PAGE>
Litigation  based  upon such acts,  facts,  transactions,  events,  occurrences,
disclosures,   statements,   omissions,  or  failures  to  act  alleged  in  the
Litigation.

"Released  Persons" means each and all of the  Defendants  and their  respective
past,  present and future directors,  officers,  employees,  partners,  members,
principals, agents, underwriters,  insurers (including Federal Insurance Company
and St. Paul Mercury Insurance Company),  co-insurers,  reinsurers,  controlling
shareholders,  attorneys,  law firms, (including Alston & Bird LLP), accountants
or  auditors,  banks  or  investment  banks,   associates,   personal  or  legal
representatives,  predecessors,  successors,  parents, subsidiaries,  divisions,
joint ventures,  assigns,  spouses,  heirs, related or affiliated entities,  any
entity in which any Defendant has a controlling  interest,  any members of their
immediate families,  or any trust of which any Defendant is the settlor or which
is for the benefit of any Defendant and/or member(s) of his family.

"Unknown  Claims"  means any  Released  Claims that any Lead  Plaintiff or Class
Member  does not know or suspect to exist in his,  her, or its favor at the time
of the release of the Released Persons,  and any Settled Defendants' Claims that
any Defendant does not know or suspect to exist in his or its favor,  which,  if
known by him, her, or it, might have affected his, her, or its decisions(s) with
respect  to the  settlement.  With  respect to any and all  Released  Claims and
Settled  Defendants' Claims, the Settling Parties stipulate and agree that, upon
the Effective Date, Lead  Plaintiffs and the Defendants  shall expressly  waive,
and each of the Class Members  shall be deemed to have,  and by operation of the
Judgment  shall have,  expressly  waived the  provisions,  rights,  and benefits
conferred  by any  law of any  state  or  territory  of the  United  States,  or
principle  of  common  law,  which  is  similar,  comparable  or  equivalent  to
California Civil Code ss. 1542, which provides:

     A general  release does not extend to claims  which the  creditor  does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

The Lead  Plaintiffs and Class Members may hereafter  discover facts in addition
to or  different  from those that any of them now knows or  believes  to be true
related to the subject  matter of the Released  Claims,  but each Lead Plaintiff
shall expressly and each Class Member,  upon the Effective Date, shall be deemed
to have,  and by operation  of the  Judgment  shall have,  fully,  finally,  and
forever  settled and  released any and all  Released  Claims,  known or unknown,
suspected or unsuspected, contingent or non-contingent, whether or not concealed
or hidden, which now exist, or heretofore have existed upon any theory of law or
equity now existing or coming into existence in the future,  including,  but not
limited to, conduct that is negligent, intentional, with or without malice, or a
breach of any duty, law or rule,  without regard to the subsequent  discovery or


                                       11
<PAGE>
existence of such different or additional facts.  Similarly,  the Defendants and
Released  Persons may hereafter  discover facts in addition to or different from
those that any of them now knows or believes  to be true  related to the subject
matter of the Settled Defendants' Claims, but each Defendant shall expressly and
each Released  Person,  upon the Effective Date, shall be deemed to have, and by
operation of the Judgment shall have,  fully,  finally,  and forever settled and
released any and all Settled Defendants' Claims, known or unknown,  suspected or
unsuspected,  contingent or non-contingent,  whether or not concealed or hidden,
which now exist, or heretofore have existed upon any theory of law or equity now
existing or coming into existence in the future,  including, but not limited to,
conduct that is negligent,  intentional,  with or without malice, or a breach of
any duty, law or rule,  without regard to the subsequent  discovery or existence
of such different or additional facts. The Settling Parties acknowledge, and the
Class Members and Released  Persons shall be deemed by operation of the Judgment
to have  acknowledged,  that the inclusion of "Unknown Claims" in the definition
of Released Claims and Settled  Defendants' Claims was separately  bargained for
and is a key element of the settlement of which these releases are a part.

The "Effective Date" will occur when an Order entered by the Court approving the
Settlement becomes final and not subject to appeal.

If you remain a member of the Class, all of the Court's orders will apply to you
and legally bind you.

                     EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a  payment  from  this  settlement,  but you want to keep any
right  you may have to sue or  continue  to sue  Profit  Recovery  and the other
Released  Persons,  on your own, about the Released  Claims,  then you must take
steps to get out. This is called excluding  yourself -- or is sometimes referred
to as "opting out" of the  settlement  Class.  Defendants  may withdraw from and
terminate the Settlement if in excess of a certain  amount of claimants  exclude
themselves from the Class.

--------------------------------------------------------------------------------
13.  How do I get out of the proposed settlement?
--------------------------------------------------------------------------------



                                       12
<PAGE>
To exclude  yourself from the settlement  Class,  you must send a letter by mail
stating that you "request  exclusion from the Class in the In re Profit Recovery
Group International,  Inc. Securities  Litigation." Your letter should state the
date(s),  price(s),  and number(s) of shares of all your  purchases and sales of
Profit  Recovery common stock during the Class Period.  In addition,  be sure to
include your name, address,  telephone number, and your signature. You must mail
your exclusion request postmarked no later than _______________, 2005 to:

In re Profit Recovery Group International, Inc. Securities Litigation Exclusions
              c/o The Garden City Group, Inc., Claims Administrator
                                  P.O. Box 0000
                               City, ST 00000-0000

You  cannot  exclude  yourself  by  telephone  or by  e-mail.  If you  ask to be
excluded,  you will not get any settlement payment, and you cannot object to the
settlement.  You will not be  legally  bound by  anything  that  happens in this
lawsuit, and you may be able to sue (or continue to sue) Profit Recovery and the
other Released Persons in the future.

--------------------------------------------------------------------------------
14.  If I do not  exclude  myself,  can I sue  Profit  Recovery  and  the  other
     Released Persons for the same thing later?
--------------------------------------------------------------------------------

No. Unless you exclude  yourself,  you give up any rights to sue Profit Recovery
and the other Released  Persons for any and all Released  Claims.  If you have a
pending lawsuit speak to your lawyer in that case immediately.  You must exclude
yourself from this Class to continue your own lawsuit.  Remember,  the exclusion
deadline is _______________, 2005.

--------------------------------------------------------------------------------
15.  If I exclude myself, can I get money from the proposed settlement?
--------------------------------------------------------------------------------

No. If you exclude  yourself,  do not send in a claim form to ask for any money.
But, you may exercise any right you may have to sue, continue to sue, or be part
of a different lawsuit against Profit Recovery and the other Released Persons.

                          THE LAWYERS REPRESENTING YOU

--------------------------------------------------------------------------------
16.  Do I have a lawyer in this case?
--------------------------------------------------------------------------------



                                       13
<PAGE>
The  Court  ordered  that the law firms of  Chitwood  & Harley  LLP in  Atlanta,
Georgia,  Wolf Haldenstein Adler Freeman & Herz LLP in New York, New York 10016,
and Milberg Weiss  Bershad & Schulman LLP in New York,  New York and Boca Raton,
Florida will represent all Class Members.  These lawyers are called  Plaintiffs'
Co-Lead Counsel.  You will not be separately  charged for these lawyers.  If you
want to be represented by your own lawyer, you may hire one at your own expense.

--------------------------------------------------------------------------------
17.  How will the lawyers be paid?
--------------------------------------------------------------------------------

Plaintiffs'  Co-Lead Counsel are moving the Court to award  attorneys' fees from
the  Settlement  Fund in an amount not greater  than one third  (33-1/3%) of the
Gross Settlement Fund and for reimbursement of their expenses in the approximate
amount of $700,000, plus interest on such expenses at the same rate as earned by
the Settlement Fund. Plaintiffs' Co-Lead Counsel,  without further notice to the
Class,  may  subsequently  apply to the Court for fees and expenses  incurred in
connection with  administering  and distributing the settlement  proceeds to the
members of the Class and any proceedings  subsequent to the Settlement  Fairness
Hearing.

Plaintiffs'  Co-Lead Counsel may also move the Court to award a payment of up to
$______ to the Class  Representatives,  Jeanette  Roberts,  Stephen Haynes,  and
Fernando  Melendez,  for the reasonable costs and expenses  directly relating to
their representation of the Class.

                           OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the settlement or some part of
it.

--------------------------------------------------------------------------------
18.  How do I tell the Court that I do not like the proposed settlement?
--------------------------------------------------------------------------------

If you are a Class Member,  you can object to the proposed  settlement if you do
not like any part of it. You can give reasons why you think the Court should not
approve  it. The Court will  consider  your  views.  To object,  you must send a
signed  letter  saying that you object to the proposed  settlement  in the In re
Profit Recovery Group  International,  Inc.  Securities  Litigation.  Be sure to
include your name, address,  telephone number, and your signature,  identify the
date(s),  price(s), and number(s) of shares of all purchases and sales of Profit
Recovery  common stock you made during the Class  Period,  and state the reasons


                                       14
<PAGE>
why you object to the proposed settlement. Your objection must be filed with the
Court and  served on all the  following  counsel  on or before  _______________,
2005:

<TABLE>
<CAPTION>
<S>                                      <C>                                    <C>
                 COURT                       PLAINTIFFS' CO-LEAD COUNSEL               DEFENDANTS' COUNSEL
Clerk of the Court                       Martin D. Chitwood, Esq.              Todd R. David, Esq.
United States District Court for the     Chitwood & Harley LLP                 Alston & Bird LLP,
Northern District of Georgia, Atlanta    2300 Promenade II                     1201 West Peachtree Street
Division                                 1230 Peachtree Street, N.E.           Atlanta, GA  30309
Richard B. Russell Federal Building      Atlanta, Georgia  30309
and Courthouse                           Mark Rifkin, Esq.
75 Spring Street, SW                     Wolf Haldenstein Adler Freeman &
Atlanta, GA  30303                       Herz LLP
                                         270 Madison Avenue
                                         New York, NY  10016
                                         David Brower, Esq.
                                         Milberg Weiss Bershad & Schulman LLP
                                         One Pennsylvania Plaza
                                         New York, NY  10119-0165
</TABLE>

--------------------------------------------------------------------------------
19.  What is the difference between objecting and excluding?
--------------------------------------------------------------------------------

Objecting is simply telling the Court that you do not like  something  about the
proposed  settlement.  You can object  only if you stay in the Class.  Excluding
yourself is telling  the Court that you do not want to be part of the Class.  If
you  exclude  yourself,  you have no basis to object  because the case no longer
affects you.


                                       15
<PAGE>
                     THE COURT'S SETTLEMENT FAIRNESS HEARING

The  Court  will hold a  hearing  to decide  whether  to  approve  the  proposed
settlement. You may attend and you may ask to speak, but you do not have to.

--------------------------------------------------------------------------------
20.  When and where  will the Court  decide  whether  to  approve  the  proposed
     settlement?
--------------------------------------------------------------------------------

The Court will hold a Settlement Fairness Hearing at ___:_____ __.m. on ____day,
_______________,  2005,  at the United  States  District  Court for the Northern
District of Georgia,  Atlanta Division,  Richard B. Russell Federal Building and
Courthouse,  75 Spring Street,  SW, Atlanta,  Georgia 30303. At this hearing the
Court will consider whether the settlement is fair,  reasonable and adequate. If
there are  objections,  the Court will consider  them.  The Court will listen to
people who have  asked to speak at the  hearing.  The Court may also  decide how
much to pay to  Plaintiffs'  Counsel.  After the hearing,  the Court will decide
whether to approve the settlement.  We do not know how long these decisions will
take.

You should be aware that the Court may change the date and time of the  hearing.
Thus,  if you want to come to the  hearing,  you should  check with  Plaintiffs'
Co-Lead  Counsel  before  coming  to be sure that the date  and/or  time has not
changed.

--------------------------------------------------------------------------------
21.  Do I have to come to the hearing?
--------------------------------------------------------------------------------

No.  Plaintiffs'  Counsel will answer questions the Court may have. But, you are
welcome to come at your own expense.  If you send an objection,  you do not have
to come to Court to talk about it. As long as you mailed your written  objection
on time, the Court will consider it. You may also pay your own lawyer to attend,
but it is not  necessary.  Class Members do not need to appear at the hearing or
take any other action to indicate their approval.

--------------------------------------------------------------------------------
22.  May I speak at the hearing?
--------------------------------------------------------------------------------

If you object to the  Settlement,  you may ask the Court for permission to speak
at the  Settlement  Fairness  Hearing.  To do so,  you must  include  with  your
objection  (see question [18] above) a statement  saying that it is your "Notice
of Intention to Appear in the In re Profit  Recovery Group  International,  Inc.


                                       16
<PAGE>
Securities Litigation." Persons who intend to object to the Settlement, the Plan
of Allocation,  and/or counsel's application for an award of attorneys' fees and
expenses and desire to present evidence at the Settlement  Fairness Hearing must
include in their written  objections the identity of any witnesses they may call
to testify and exhibits they intend to introduce into evidence at the Settlement
Fairness Hearing. You cannot speak at the hearing if you excluded yourself.

                                IF YOU DO NOTHING

--------------------------------------------------------------------------------
23.  What happens if I do nothing at all?
--------------------------------------------------------------------------------

If you do nothing,  you will get no money from this settlement.  But, unless you
exclude  yourself,  you  will not be able to start a  lawsuit,  continue  with a
lawsuit,  or be part of any other lawsuit  against Profit Recovery and the other
Released Persons about the Released Claims in this case, ever again.

                            GETTING MORE INFORMATION

--------------------------------------------------------------------------------
24.  Are there more details about the proposed settlement?
--------------------------------------------------------------------------------

This  notice  summarizes  the  proposed  settlement.   More  details  are  in  a
Stipulation of Settlement dated ___________,  2005 (the "Stipulation").  You can
get a copy of the Stipulation by visiting [WWW.__________.COM], or by writing to
Plaintiffs' Co-Lead Counsel.

You also can call the Claims Administrator at  1-800-_____-_________  toll free;
write  to  Profit  Recovery  Group  International,  Inc.  Securities  Litigation
Settlement,  P.O. Box _______,  _______, ___ _________;  or visit the website at
[WWW.__________.COM],  where you will find answers to common questions about the
settlement,  a claim form, plus other  information to help you determine whether
you are a Class Member and whether you are eligible for a payment.

--------------------------------------------------------------------------------
25.  How do I get more information?
--------------------------------------------------------------------------------

For even more  detailed  information  concerning  the  matters  involved in this
Action,  reference is made to the pleadings,  to the Stipulation,  to the Orders


                                       17
<PAGE>
entered by the Court and to the other papers  filed in the Action,  which may be
inspected at the Office of the Clerk of the United States District Court for the
Northern  District of Georgia,  Atlanta  Division,  Richard B.  Russell  Federal
Building and Courthouse,  75 Spring Street, SW, Atlanta,  Georgia 30303,  during
regular  business  hours.

         PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $6.75 million Cash  Settlement  Amount and the interest earned thereon shall
be the  Gross  Settlement  Fund.  The Gross  Settlement  Fund,  less all  taxes,
approved  costs,  fees  and  expenses  (the  "Net  Settlement  Fund")  shall  be
distributed  to  members  of the Class  who  submit  acceptable  Proofs of Claim
("Authorized Claimants").

The Claims  Administrator  shall determine each  Authorized  Claimant's pro rata
share  of  the  Net  Settlement  Fund  based  upon  each  Authorized  Claimant's
"Recognized  Claim."  The  Recognized  Claim  formula is not  intended  to be an
estimate  of the amount of what a Class  Member  might have been able to recover
after  a  trial;  nor is it an  estimate  of the  amount  that  will  be paid to
Authorized Claimants pursuant to the settlement. The Recognized Claim formula is
the basis upon which the Net Settlement Fund will be  proportionately  allocated
to the Authorized Claimants.

The  following  proposed Plan of Allocation  reflects the  proposition  that the
price of Profit Recovery common stock was inflated artificially by reason of the
allegedly false and misleading  statements  made by Defendants  during the Class
Period.   The  alleged  artificial   inflation   commenced  with  the  Company's
announcement that it was using conservative invoice-based accounting conventions
with  regard  to its  revenue  and  earnings  recognition  that  led to a $2.125
increase in Profit  Recovery's common stock price on July 19, 1999. For purposes
of the allocation of the settlement  proceeds,  the maximum claim recognized per
share will be this $2.125 per share increase for claimants who purchased  during
the  Class  Period  and who  still  owned  those  shares at the end of the Class
Period.  The alleged  inflation,  and more, was eliminated on July 26, 2000 when
corrective  disclosures  were revealed,  and the price of Profit Recovery common
stock dropped  approximately $4.19 per share from its prior closing price. Class
Members who sold shares  before the  disclosures  at the end of the Class Period
(in-and-out traders) presumably received an artificially inflated price on their
sales and have a more difficult  claim to prove that their losses were caused by
the  Defendants'  allegedly  misleading  statements.   To  reflect  the  greater


                                       18
<PAGE>
difficulty  in-and-out  traders'  Recognized  Claims are limited to 10% of their
loss or, 10% of the $2.125 alleged  inflation,  whichever is less.

For shares of Profit  Recovery  common stock  purchased  during the Class Period
"Recognized  Claims"  will be  calculated  for  purposes  of the  Settlement  as
follows:

(a) For shares  purchased  during the period July 19, 1999 through July 26, 2000
(including any shares purchased on July 26, 2000 prior to PRG's announcement(1))
that  were  sold at a loss  prior to PRG's  announcement  on July 26,  2000,  an
Authorized Claimant's  "Recognized Claim" from such shares shall mean THE LESSER
OF (X) $0.21 per share, OR (Y) 10% of the difference  between the purchase price
paid (including  commissions,  etc.) (the "PPP") and the sales proceeds received
(net of commissions, etc.) (the "SPR").

(b) For shares  purchased  during the period July 19, 1999 through July 26, 2000
(including  any shares  purchased on July 26, 2000 prior to PRG's  announcement)
that were sold at a loss following  PRG's  announcement on July 26, 2000 through
the close of trading on October 23, 2000, an Authorized  Claimant's  "Recognized
Claim" from such shares shall mean THE LESSER OF (X) $2.12 per share, OR (Y) the
difference  between  the PPP and THE  GREATER  OF (I) the SPR OR (II)  $9.06 per
share (the average  closing price for the 90 days following the end of the Class
Period).

(c) For shares  purchased  during the period July 19, 1999 through July 26, 2000
(including  any shares  purchased on July 26, 2000 prior to PRG's  announcement)
that were still held at the close of trading on October 23, 2000,  an Authorized
Claimant's  "Recognized  Claim"  from such  shares  shall mean THE LESSER OF (X)
$2.12 per share, OR (Y) the difference between the PPP and $9.06 per share.

In the  event a Class  Member  has more  than  one  purchase  or sale of  Profit
Recovery  common  stock,  all purchases and sales shall be matched on a First In
First Out ("FIFO")  basis,  Class Period sales will be matched first against any
Profit  Recovery  shares  held at the  beginning  of the Class  Period  and then
against purchases in chronological  order. A purchase or sale of Profit Recovery
common stock shall be deemed to have occurred on the  "contract" or "trade" date
as opposed to the  "settlement" or "payment" date. The receipt or grant by gift,
devise or  operation  of law of Profit  Recovery  common  stock during the Class
Period  shall not be deemed a purchase or sale of Profit  Recovery  common stock

_________________
(1) PRG shares  traded on July 26,  2000 for $12.25 or more will be  presumed to
have been purchased prior to the  announcement,  and shares traded for less than
that price will be presumed to have been purchased after the announcement.


                                       19
<PAGE>
for the calculation of an Authorized Claimant's Recognized Claim nor shall it be
deemed an assignment of any claim relating to the purchase of such shares unless
specifically  provided in the instrument of gift or  assignment.  The receipt of
Profit  Recovery common stock during the Class Period in exchange for securities
of any other  corporation  or entity  shall not be deemed a purchase  or sale of
Profit Recovery common stock.

To the extent a Claimant had a gain from his, her or its overall transactions in
Profit  Recovery  common  stock  during  the  Class  Period,  the  value  of the
Recognized Claim will be zero. To the extent that a Claimant suffered an overall
loss on his, her or its overall  transactions  in Profit  Recovery  common stock
during  the  Class  Period,  but that loss was less  than the  Recognized  Claim
calculated  above,  then the Recognized  Claim shall be limited to the amount of
the actual loss.

For purposes of  determining  whether a Claimant had a gain from his, her or its
overall  transactions in Profit Recovery common stock during the Class Period or
suffered a loss, the Claims  Administrator  shall: (i) total the amount paid for
all Profit  Recovery  common  stock  purchased  during  the Class  Period by the
claimant (the "Total Purchase Amount");  (ii) match any sales of Profit Recovery
common  stock  during the Class  Period  first  against the  Claimant's  opening
position in the stock (the  proceeds of those sales will not be  considered  for
purposes of calculating  gains or losses);  (iii) total the amount  received for
sales of the remaining  shares of Profit  Recovery  common stock sold during the
Class  Period (the "Sales  Proceeds");  and (iv)  ascribe a [$_____]]  per share
holding value for the number of shares of Profit Recovery common stock purchased
during the Class Period and still held at the end of the Class Period  ("Holding
Value").  The difference  between (x) the Total Purchase  Amount ((i) above) and
(y) the sum of the Sales  Proceeds  ((iii)  above) and the  Holding  Value ((iv)
above)  will be  deemed a  Claimant's  gain or loss on his,  her or its  overall
transactions in Profit Recovery common stock during the Class Period.

Each  Authorized  Claimant  shall  be  allocated  a pro  rata  share  of the Net
Settlement  Fund based on his,  her or its  Recognized  Claim as compared to the
total Recognized Claims of all Authorized Claimants.

Class Members who do not submit acceptable Proofs of Claim will not share in the
settlement  proceeds.  Class  Members  who do not  either  submit a request  for
exclusion or submit an acceptable  Proof of Claim will  nevertheless be bound by


                                       20
<PAGE>
the  settlement and the Order and Final  Judgment of the Court  dismissing  this
Action.

Distributions  will be made to Authorized  Claimants  after all claims have been
processed and after the Court has finally approved the settlement.  If any funds
remain  in the Net  Settlement  Fund by  reason of  un-cashed  distributions  or
otherwise, then, after the Claims Administrator has made reasonable and diligent
efforts  to  have  Class  Members  who  are  entitled  to   participate  in  the
distribution  of the Net Settlement Fund cash their  distributions,  any balance
remaining in the Net Settlement  Fund six months after the initial  distribution
of such funds shall be  re-distributed  to Class  Members who have cashed  their
initial   distributions  and  who  would  receive  at  least  $10.00  from  such
re-distribution,  after  payment  of  any  unpaid  costs  or  fees  incurred  in
administering  the Net Settlement  Fund for such  re-distribution.  If after six
months after such  re-distribution  any funds shall remain in the Net Settlement
Fund, then such balance shall be contributed to  non-sectarian,  not-for-profit,
501(c)(3) organization(s) designated by Plaintiffs' Co-Lead Counsel.

Plaintiffs, Defendants, their respective counsel, and all other Released Persons
shall have no responsibility  for or liability  whatsoever for the investment or
distribution  of the  Settlement  Fund,  the Net  Settlement  Fund,  the Plan of
Allocation or the determination,  administration, calculation, or payment of any
Proof of Claim or  non-performance of the Claims  Administrator,  the payment or
withholding  of taxes  owed by the  Settlement  Fund or any losses  incurred  in
connection therewith.

             SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

If you purchased  common stock of Profit Recovery during the period between July
19, 1999 and July 26, 2000,  inclusive,  for the beneficial interest of a person
or  organization  other than yourself,  the Court has directed that,  WITHIN TEN
(10) DAYS OF YOUR RECEIPT OF THIS  NOTICE,  you either (a) provide to the Claims
Administrator the name and last known address of each person or organization for
whom or which you  purchased  such stock  during such time period or (b) request
additional  copies of this  Notice  and the Proof of Claim  form,  which will be
provided  to you free of  charge,  and  within ten (10) days mail the Notice and
Proof of Claim form directly to the beneficial owners of the securities referred
to herein.  If you choose to follow  alternative  procedure  (b),  the Court has
directed  that,  upon  such  mailing,   you  send  a  statement  to  the  Claims
Administrator confirming that the mailing was made as directed. You are entitled


                                       21
<PAGE>
to reimbursement  from the Settlement Fund of your reasonable  expenses actually
incurred in connection with the foregoing,  including  reimbursement  of postage
expense  and the cost of  ascertaining  the names and  addresses  of  beneficial
owners.  Those  expenses will be paid upon request and submission of appropriate
supporting documentation.  All communications concerning the foregoing should be
addressed to the Claims Administrator:

      In re Profit Recovery Group International, Inc. Securities Litigation
                         c/o The Garden City Group, Inc.
                              Claims Administrator
                                 P.O. Box ______
                           ____________, ___ _________
                                (800) ___ - _____


Dated:   Atlanta, Georgia
         _______________, 2005

                                                By Order of the Court
                                                CLERK OF THE COURT







                                       22
<PAGE>
                                   EXHIBIT A-2

                       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-CC
SECURITIES LITIGATION                              )
                                                   )
----------------------------------------------------

                           PROOF OF CLAIM AND RELEASE

I.   GENERAL INSTRUCTIONS

     1. To recover as a Member of the Class  based on your  claims in the action
entitled In re Profit Recovery Group International,  Inc. Securities Litigation,
Civil Action No.  1:00-CV-1416-CC (the "Litigation"),  you must complete and, on
page ____ hereof,  sign this Proof of Claim and  Release.  If you fail to file a
properly  addressed  (as set  forth in  paragraph  3 below)  Proof of Claim  and
Release,  your claim may be rejected and you may be precluded  from any recovery
from the Settlement Fund created in connection  with the proposed  settlement of
the Litigation.

     2. Submission of this Proof of Claim and Release,  however, does not assure
that you will share in the proceeds of settlement in the Litigation.



                                       1
<PAGE>
     3. YOU MUST MAIL  YOUR  COMPLETED  AND  SIGNED  PROOF OF CLAIM AND  RELEASE
POSTMARKED ON OR BEFORE __________, 2005, ADDRESSED AS FOLLOWS:

                  In re Profit Recovery Group International, Inc. Sec. Litig.
                  c/o The Garden City Group, Inc.
                  Claims Administrator
                  P.O. Box ________
                  __________, ______  _____

     4. If you are NOT a Member  of the  Class  (as  defined  in the  Notice  of
Pendency of Class Action and Proposed Settlement, Motion for Attorneys' Fees and
Settlement Fairness Hearing (the "Notice")),  DO NOT submit a Proof of Claim and
Release Form.

     5. If you are a  Member  of the  Class  and  you  did  not  timely  request
exclusion in connection with the proposed settlement, you are bound by the terms
of any judgment  entered in the  Litigation,  including  the  releases  provided
therein, REGARDLESS OF WHETHER YOU SUBMIT A PROOF OF CLAIM AND RELEASE.

II.  CLAIMANT IDENTIFICATION

     1.  If  you   purchased   Profit   Recovery   common  stock  and  held  the
certificate(s)  in your name,  you are the  beneficial  purchaser as well as the
record  purchaser.  If, however,  you purchased Profit Recovery common stock and


                                       2
<PAGE>
the  certificate(s)  were  registered  in the name of a third  party,  such as a
nominee or brokerage firm, you are the beneficial  purchaser and the third party
is the record purchaser.

     2. Use Part I of this form entitled  "Claimant  Identification" to identify
each purchaser of record ("nominee"), if different from the beneficial purchaser
of Profit Recovery common stock which forms the basis of this claim.  THIS CLAIM
MUST BE FILED BY THE ACTUAL  BENEFICIAL  PURCHASER OR  PURCHASERS,  OR THE LEGAL
REPRESENTATIVE  OF SUCH PURCHASER OR PURCHASERS,  OF THE PROFIT  RECOVERY COMMON
STOCK UPON WHICH THIS CLAIM IS BASED.

     3. All joint  purchasers must sign this claim.  Executors,  administrators,
guardians,  conservators,  and  trustees  must  complete  and sign this claim on
behalf of persons  represented  by them and their  authority must accompany this
claim and their titles or  capacities  must be stated.  The Social  Security (or
taxpayer identification) number and telephone number of the beneficial owner may
be used in verifying  the claim.  Failure to provide the  foregoing  information
could delay verification of your claim or result in rejection of the claim.



                                       3
<PAGE>
III. CLAIM FORM

     1. Use Part II of this form entitled  "Schedule of  Transactions  in Profit
Recovery common stock" to supply all required details of your  transaction(s) in
Profit Recovery  common stock.  If you need more space or additional  schedules,
attach separate sheets giving all of the required  information in  substantially
the same form. Sign and print or type your name on each additional sheet.

     2. On the schedules,  provide all of the requested information with respect
to ALL of your purchases and ALL of your sales of Profit  Recovery common stock,
which took place at any time  beginning July 19, 1999 through and including July
26, 2000,  whether such transactions  resulted in a profit or a loss. Failure to
report all such transactions may result in the rejection of your claim.

     3. List each transaction  separately and in  chronological  order, by trade
date,  beginning with the earliest.  You must accurately provide the month, day,
and year of each transaction you list.

     4. The date of covering a "short sale" is deemed to be the date of purchase
of Profit Recovery common stock.  The date of a "short sale" is deemed to be the
date of sale of Profit Recovery common stock.

     5.  Copies  of  broker   confirmations  or  other   documentation  of  your
transactions  in Profit  Recovery common stock should be attached to your claim.


                                       4
<PAGE>
Failure to provide this documentation  could delay verification of your claim or
result in rejection of your claim.



                                       5
<PAGE>
                          UNITED STATES DISTRICT COURT
                          NORTHERN DISTRICT OF GEORGIA

      In re Profit Recovery Group International, Inc. Securities Litigation
                        Civil Action No. 1:00-CV-1416-CC

                           PROOF OF CLAIM AND RELEASE
                        Must be Postmarked No Later Than:
                                __________, 2005

                              Please Type or Print

PART I:  CLAIMANT IDENTIFICATION

--------------------------------------------------------------------------------
Beneficial Owner's Name (First, Middle, Last)


--------------------------------------------------------------------------------
Street Address


---------------------------------------- --------------------- -----------------
City                                     State                          Zip Code


---------------------------------------- ---------------------------------------
Foreign Province                         Foreign Country


                                                                     Individual
---------------------------------------- ----------------------
Social Security Number or
Taxpayer Identification Number                                       Corp./Other
                                         ----------------------




                                       6
<PAGE>
---------                  ---------------------
Area Code                  Phone Number (Work)

----------                 ---------------------
Area Code                  Telephone Number (Home)

--------------------------------------------------------------------------------
Record Owner's Name (if different from beneficial owner listed above)



                                       7
<PAGE>
PART II: SCHEDULE OF TRANSACTIONS IN PROFIT RECOVERY COMMON STOCK

     A.   Number of shares of Profit  Recovery  common stock held at the opening
          of trading on July 26, 1999: _______________

     B.   Purchases (July 26, 1999 - July 19, 2000 inclusive) of Profit Recovery
          common stock

      Trade Date                Number of Shares Purchased             Total
      Mo.  Day  Year                                              Purchase Price
1. ________________________         __________________            ______________
2. ________________________         __________________            ______________
3. ________________________         __________________            ______________


     IMPORTANT:  Identify  by number  listed  above all  purchases  in which you
                 covered a "short sale":_________________


     C.   Sales  (July 26, 1999 - July 19, 2000  inclusive)  of Profit  Recovery
          common stock


      Trade Date                   Number of Shares                   Total
      Mo.  Day  Year                     Sold                      Sales Price

1. ________________________        __________________             ______________
2. ________________________        __________________             ______________
3. ________________________        __________________             ______________


     D.   Number  of shares of Profit  Recovery  common  stock  held at close of
          trading on July 26, 2000:


If you require  additional  space,  attach extra schedules in the same format as
above.

Sign and print your name on each additional page.

YOU MUST READ AND SIGN THE RELEASE ON PAGE ___.



                                       8
<PAGE>
IV.  SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

     I submit this Proof of Claim and Release under the terms of the Stipulation
of Settlement  described in the Notice. I also submit to the jurisdiction of the
United States  District Court for the Northern  District of Georgia with respect
to my claim as a Class  Member and for  purposes  of  enforcing  the release set
forth herein. I further  acknowledge that I am bound by and subject to the terms
of any  judgment  that may be  entered  in the  Litigation.  I agree to  furnish
additional  information  to the  Claims  Administrator  to support  this  claim,
including transactions in other Profit Recovery securities,  such as options, if
requested  to do so. I have not  submitted  any other  claim  covering  the same
purchases or sales of Profit  Recovery  common stock during the Class Period and
know of no other person having done so on my behalf.

V.   RELEASE

     1. I (We) hereby  acknowledge  full and  complete  satisfaction  of, and do
hereby fully,  finally, and forever settle,  release, and discharge all Released
Claims against the Released Persons

     2.  "Released  Claims"  means all claims  (including,  but not  limited to,
Unknown Claims),  demands,  losses,  rights,  and causes of action of any nature
whatsoever, whether known or unknown, whether suspected or unsuspected,  whether
concealed or hidden,  whether  accrued or  unaccrued,  by any Lead  Plaintiff or


                                       9
<PAGE>
Class Member against the Released  Persons,  whether under state or federal law,
based upon or  arising  out of, or  related  to the  purchase  or sale of Profit
Recovery common stock during the Class Period and any acts, facts, transactions,
events, occurrences,  disclosures, statements, omissions, or failures to act, at
anytime during the Class Period,  including without  limitation those which were
alleged in the  Litigation,  or those which could or might have been  alleged in
the Litigation based upon such acts, facts, transactions,  events,  occurrences,
disclosures,   statements,   omissions,  or  failures  to  act  alleged  in  the
Litigation.

     3.  "Released  Persons"  means  each and all of the  Defendants  and  their
respective past, present and future directors,  officers,  employees,  partners,
members, principals, agents, underwriters, insurers (including Federal Insurance
Company  and St.  Paul  Mercury  Insurance  Company),  co-insurers,  reinsurers,
controlling  shareholders,  attorneys, law firms, (including Alston & Bird LLP),
accountants  or auditors,  banks or investment  banks,  associates,  personal or
legal  representatives,   predecessors,   successors,   parents,   subsidiaries,
divisions,  joint  ventures,  assigns,  spouses,  heirs,  related or  affiliated
entities,  any entity in which any  Defendant has a  controlling  interest,  any
members of their immediate families,  or any trust of which any Defendant is the


                                       10
<PAGE>
settlor or which is for the benefit of any  Defendant  and/or  member(s)  of his
family.

     4. "Unknown  Claims" means any Released  Claims that any Lead  Plaintiff or
Class Member does not know or suspect to exist in his,  her, or its favor at the
time of the release of the Released Persons,  and any Settled Defendants' Claims
that any Defendant does not know or suspect to exist in his or its favor, which,
if known by him, her, or it, might have  affected his, her, or its  decisions(s)
with respect to the settlement.  With respect to any and all Released Claims and
Settled  Defendants' Claims, the Settling Parties stipulate and agree that, upon
the Effective Date, Lead  Plaintiffs and the Defendants  shall expressly  waive,
and each of the Class Members  shall be deemed to have,  and by operation of the
Judgment  shall have,  expressly  waived the  provisions,  rights,  and benefits
conferred  by any  law of any  state  or  territory  of the  United  States,  or
principle  of  common  law,  which  is  similar,  comparable  or  equivalent  to
California Civil Code ss. 1542, which provides:

          A general  release does not extend to claims  which the creditor  does
     not know or  suspect  to exist in his  favor at the time of  executing  the
     release, which if known by him must have materially affected his settlement
     with the debtor.

The Lead  Plaintiffs and Class Members may hereafter  discover facts in addition
to or  different  from those that any of them now knows or  believes  to be true


                                       11
<PAGE>
related to the subject  matter of the Released  Claims,  but each Lead Plaintiff
shall expressly and each Class Member,  upon the Effective Date, shall be deemed
to have,  and by operation  of the  Judgment  shall have,  fully,  finally,  and
forever  settled and  released any and all  Released  Claims,  known or unknown,
suspected or unsuspected, contingent or non-contingent, whether or not concealed
or hidden, which now exist, or heretofore have existed upon any theory of law or
equity now existing or coming into existence in the future,  including,  but not
limited to, conduct that is negligent, intentional, with or without malice, or a
breach of any duty, law or rule,  without regard to the subsequent  discovery or
existence of such different or additional facts.  Similarly,  the Defendants and
Released  Persons may hereafter  discover facts in addition to or different from
those that any of them now knows or believes  to be true  related to the subject
matter of the Settled Defendants' Claims, but each Defendant shall expressly and
each Released  Person,  upon the Effective Date, shall be deemed to have, and by
operation of the Judgment shall have,  fully,  finally,  and forever settled and
released any and all Settled Defendants' Claims, known or unknown,  suspected or
unsuspected,  contingent or non-contingent,  whether or not concealed or hidden,


                                       12
<PAGE>
which now exist, or heretofore have existed upon any theory of law or equity now
existing or coming into existence in the future,  including, but not limited to,
conduct that is negligent,  intentional,  with or without malice, or a breach of
any duty, law or rule,  without regard to the subsequent  discovery or existence
of such different or additional facts. The Settling Parties acknowledge, and the
Class Members and Released  Persons shall be deemed by operation of the Judgment
to have  acknowledged,  that the inclusion of "Unknown Claims" in the definition
of Released Claims and Settled  Defendants' Claims was separately  bargained for
and is a key element of the settlement of which these releases are a part.

     5. This release  shall be of no force or effect  unless and until the Court
approves the Stipulation of Settlement and the Stipulation  becomes effective on
its Effective Date.

     6. I (We) hereby  warrant and  represent  that I (we) have not  assigned or
transferred or purported to assign or transfer,  voluntarily  or  involuntarily,
any  matter  released  pursuant  to this  release  or any other  part or portion
thereof.

     7.  I  (We)  hereby  warrant  and  represent  that  I  (we)  have  included
information  about all of my (our)  transactions in Profit Recovery common stock
which occurred  during the Class Period as well as the amount of Profit Recovery
common stock held by me (us) at the opening of trading on July 19, 1999,  and at
the close of trading on July 26, 2000.


                                       13
<PAGE>
                               SUBSTITUTE FORM W-9
      Request for Taxpayer Identification Number ("TIN") and Certification
                                     PART I

NAME:


--------------------------------------------------------------------------------
Check appropriate box:

[_]      Individual/Sole Proprietor                 [_] Pension Plan
[_]      Corporation           [_]  Partnership     [_] Trust
[_]      IRA                   [_]  Other

     Enter TIN on appropriate line.

     For individuals, this is your social security number ("SSN").

     For sole proprietors,  you must show your individual name, but you may also
     enter your business or "doing  business as" name. You may enter either your
     SSN or your Employer Identification Number ("EIN").

     For other entities, it is your EIN.

     _ _ _-_ _-_ _ _ _          or      _ _-_ _ _ _ _ _ _
     Social Security Number             Employer Identification Number

                                     PART II

                    For Payees Exempt From Backup Withholding

If you are exempt from backup withholding,  enter your correct TIN in Part I and
write "exempt" on the following line:____________________.


                                       14
<PAGE>
                                    PART III

                                  Certification

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

     1.   The number shown on this form is my correct TIN; and

     2.   I (We)  certify  that I am (we are) NOT subject to backup  withholding
          under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue
          Code because: (a) I am (we are) exempt from backup withholding; or (b)
          I (we) have not been notified by the Internal  Revenue  Service that I
          am (we are) subject to backup  withholding as a result of a failure to
          report all interest or dividends;  or (c) the Internal Revenue Service
          has  notified  me (us) that I am (we are) no longer  subject to backup
          withholding.

NOTE: If you have been notified by the  Internal  Revenue  Service  that you are
      subject to backup withholding, you must cross out item 2 above.

                       SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal  Revenue  Service does not require your consent to any provision of
this document other than the certification required to avoid backup withholding.

     I declare  under  penalty of perjury under the laws of the United States of
America that the foregoing  information  supplied by the undersigned is true and
correct and that this Proof of Claim and Release  form was  executed  this _____
day of (month) (year) in (City, State, Country).


                                       15
<PAGE>
                                         ---------------------------------------
                                         (Sign your name here)


                                         ---------------------------------------
                                         (Type or print your name here)


                                         ---------------------------------------
                                         (Capacity of person(s) signing,  e.g.,
                                         Beneficial  Purchaser, Executor or
                                         Administrator)

                       ACCURATE CLAIMS PROCESSING TAKES A
                           SIGNIFICANT AMOUNT OF TIME.
                          THANK YOU FOR YOUR PATIENCE.

                               REMINDER CHECKLIST:

     l.   Please sign the above release and declaration.

     2.   Remember to attach supporting documentation, if available.

     3.   Do not send original or copies of stock certificates.

     4.   Keep a copy of your claim form for your records.

     5.   If you desire an  acknowledgment of receipt of your claim form, please
          send it Certified Mail, Return Receipt Requested.

     6.   If you move, please send us your new address.



                                       16

<PAGE>
                                   EXHIBIT A-3

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

----------------------------------------------------
                                                   )
IN RE PROFIT RECOVERY                              )
GROUP INTERNATIONAL, INC.                          )         CIVIL ACTION FILE
SECURITIES LITIGATION                              )         NO. 1:00-CV-1416-CC
                                                   )
----------------------------------------------------

                   SUMMARY NOTICE OF PENDENCY OF CLASS ACTION,
                   PROPOSED SETTLEMENT AND SETTLEMENT HEARING

TO:  ALL  PERSONS  WHO  PURCHASED  THE  COMMON  STOCK OF PROFIT  RECOVERY  GROUP
     INTERNATIONAL, INC. BETWEEN JULY 19, 1999 AND JULY 26, 2000, INCLUSIVE, AND
     WHO WERE ALLEGEDLY DAMAGED THEREBY.

     YOU ARE HEREBY  NOTIFIED  that,  pursuant to an Order of the United  States
District Court for the Northern District of Georgia, Atlanta Division, a hearing
will be held on _________,  2005 at __:__ __.m.,  before the Honorable  Clarence
Cooper,  at the United States  Courthouse,  75 Spring Street,  Atlanta,  Georgia
30303,  for the purpose of determining:  (1) whether the proposed  settlement of
the  above-captioned  Litigation for the sum of  $6,750,000.00  in cash plus any
interest  that may  accrue  thereon  should  be  approved  by the Court as fair,
reasonable,  and adequate;  (2) whether,  thereafter,  this Litigation should be
dismissed  with  prejudice;   (3)  whether  the  Plan  of  Allocation  is  fair,
reasonable,  and  adequate  and  therefore  should  be  approved;  and  (4)  the


                                       1
<PAGE>
reasonableness  of the  application of counsel for the Plaintiffs for payment of
attorneys' fees and  reimbursement of expenses  incurred in connection with this
Litigation.

     If you  purchased  the common  stock of Profit  Recovery  during the period
beginning  July 19, 1999 through  July 26, 2000,  your rights may be affected by
this Litigation and the settlement  thereof.  If you have not received a copy of
the Notice of  Pendency  of Class  Action and  Proposed  Settlement,  Motion for
Attorneys' Fees and Settlement Fairness Hearing and a copy of the Proof of Claim
and Release, you may obtain copies by writing to the Claims Administrator:

                  In re Profit Recovery Group International, Inc. Sec. Litig.
                  c/o The Garden City Group
                  Claims Administrator
                  P.O. Box ________
                  __________, ______  _____
                  (800) ____-________
                  www.gardencitygroup.com

     If you are a Class  Member,  in order to share in the  distribution  of the
Settlement  Fund,  you must  submit a Proof of Claim and  Release  no later than
____________,  2005,  establishing that you are entitled to a recovery. You will
be bound by any  judgment  rendered in the  Litigation  unless you request to be
excluded,  in  writing,  to  the  Claims  Administrator  at the  above  address,
postmarked by ________________, 2005.



                                       2
<PAGE>
     Any objection to the settlement, the Plan of Allocation, or the application
for  attorneys'  fees and expenses  must be filed with the Clerk of Court at the
address below no later than _____________, 2005:

                                    CLERK OF THE COURT
                                    UNITED STATES DISTRICT COURT
                                    NORTHERN DISTRICT OF GEORGIA
                                    ATLANTA DIVISION
                                    75 Spring Street, SW
                                    Atlanta, Georgia  30303

and copies received by the following counsel no later than ____, 2005:

--------------------------------------------------------------------------------
Martin D. Chitwood, Esq.               Mark Rifkin, Esq.
CHITWOOD & HARLEY LLP                  WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
2300 Promenade II                      270 Madison Avenue
1230 Peachtree Street, N.E.            New York, NY  10016
Atlanta, GA  30309                     Telephone:  (212) 545-4600
Telephone:  (404) 873-3900
                                       Plaintiffs' Co-Lead Counsel
Plaintiffs' Co-Lead Counsel
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
David Brower, Esq.                     Todd R. David, Esq.
MILBERG WEISS BERSHAD & SCHULMAN LLP   ALSTON & BIRD LLP
One Pennsylvania Plaza                 1201 West Peachtree Street
New York, NY  10119-0165               Atlanta, GA 30309
Telephone:  (212) 594-5300             Telephone:  (404) 881-7000

Plaintiffs' Co-Lead Counsel            Defendants' Counsel
--------------------------------------------------------------------------------



                                       3
<PAGE>
     PLEASE  DO NOT  CONTACT  THE COURT OR THE  CLERK'S  OFFICE  REGARDING  THIS
NOTICE.

DATED:_______________, 2005

                                         BY ORDER OF THE COURT
                                         UNITED STATES DISTRICT COURT
                                         NORTHERN DISTRICT OF GEORGIA
                                         ATLANTA DIVISION


                                       4
<PAGE>
                                    EXHIBIT B


                       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-CC
SECURITIES LITIGATION                              )
                                                   )
----------------------------------------------------

                          [PROPOSED] FINAL JUDGMENT AND
                        ORDER OF DISMISSAL WITH PREJUDICE

     On the ______ day of ____________________, 2005, a hearing having been held
before this Court to  determine:  (1) whether  the terms and  conditions  of the
settlement  set forth in the  Stipulation  of Settlement  dated February 8, 2005
(the "Stipulation") are fair, reasonable, and adequate for the settlement of all
claims asserted by the Class against the Defendants in the complaint now pending
in this Court under the above  caption,  including the release of the Defendants
and the Released Parties, and should be approved; (2) whether judgment should be
entered  dismissing  the complaint on the merits and with  prejudice in favor of
the  Defendants  and as against all  persons or entities  who are members of the
Class herein who have not requested exclusion therefrom;  (3) whether to approve
the  Plan  of  Allocation  as a fair  and  reasonable  method  to  allocate  the
settlement  proceeds among the members of the Class; and (4) whether and in what
amount to award  Plaintiffs'  Counsel fees and  reimbursement  of expenses.  The
Court  having  considered  all  matters  submitted  to it  at  the  hearing  and
otherwise;  and it appearing that a notice of the hearing  substantially  in the


                                       1
<PAGE>
form  approved  by the Court was mailed to all  persons or  entities  reasonably
identifiable,   who  purchased  the  common  stock  of  Profit   Recovery  Group
International, Inc. ("Profit Recovery") between July 19, 1999 and July 26, 2000,
inclusive (the "Class Period"),  except those persons or entities  excluded from
the  definition  of the  Class,  as shown by the  records  of Profit  Recovery's
transfer agent, at the respective  addresses set forth in such records, and that
a summary notice of the hearing  substantially in the form approved by the Court
was published in the national  edition of Investor's  Business Daily pursuant to
the  specifications of the Court; and the Court having considered and determined
the fairness and  reasonableness  of the award of  attorneys'  fees and expenses
requested;  and all  capitalized  terms used herein  having the  meanings as set
forth and  defined  in the  Stipulation,  IT IS HEREBY  ORDERED,  ADJUDGED,  AND
DECREED that:

     1.  This  Judgment   incorporates  by  reference  the  definitions  in  the
Stipulation  and all terms used herein shall have the same meanings as set forth
in the Stipulation.



                                       2
<PAGE>
     2. This Court has  jurisdiction  over the subject  matter of the Litigation
and over all parties to the Litigation, including all Class Members.

     3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure,  this Court
hereby  approves the settlement set forth in the  Stipulation and finds that the
contributions  to the Settlement  Fund are fair and that said  settlement is, in
all respects, fair, reasonable, and adequate to the Class.

     4.  Except  as to any  individual  claim of those  Persons  (identified  in
Exhibit 1 attached hereto) who have validly and timely requested  exclusion from
the Class,  this Court hereby dismisses with prejudice and without costs (except
as otherwise provided in the Stipulation) the Litigation against the Defendants.

     5. The  Court  finds  that the  Stipulation  and the  settlement  are fair,
reasonable,  and  adequate  as to each of the  Settling  Parties,  and  that the
Stipulation and the settlement are hereby finally approved in all respects,  and
the  Settling   Parties  are  hereby  directed  to  perform  the  terms  of  the
Stipulation.

     6. Upon the  Effective  Date hereof,  the Lead  Plaintiffs  and each of the
Class Members shall be deemed to have,  and by operation of this Judgment  shall
have, fully,  finally,  and forever released,  relinquished,  and discharged all
claims (including, but not limited to, Unknown Claims), demands, losses, rights,
and causes of action of any nature whatsoever, whether known or unknown, whether
suspected  or  unsuspected,  whether  concealed  or hidden,  whether  accrued or


                                       3
<PAGE>
unaccrued,  by any Lead Plaintiff or Class Member against the Released  Persons,
whether under state or federal law,  based upon or arising out of, or related to
the purchase or sale of Profit Recovery common stock during the Class Period and
any acts, facts, transactions,  events,  occurrences,  disclosures,  statements,
omissions,  or failures to act, at anytime  during the Class  Period,  including
without  limitation  those which were alleged in the Litigation,  or those which
could or might have been alleged in the Litigation based upon such acts,  facts,
transactions,  events,  occurrences,   disclosures,  statements,  omissions,  or
failures to act alleged in the Litigation (the "Released  Claims")  against each
and  all of the  Defendants  and  their  respective  past,  present  and  future
directors,   officers,   employees,   partners,  members,  principals,   agents,
underwriters, insurers (including Federal Insurance Company and St. Paul Mercury
Insurance   Company),   co-insurers,   reinsurers,   controlling   shareholders,
attorneys,  law firms,  (including Alston & Bird LLP),  accountants or auditors,
banks or  investment  banks,  associates,  personal  or  legal  representatives,
predecessors,  successors,  parents,  subsidiaries,  divisions,  joint ventures,
assigns, spouses, heirs, related or affiliated entities, any entity in which any
Defendant has a controlling  interest,  any members of their immediate families,
or any trust of which any  Defendant  is the settlor or which is for the benefit
of any  Defendant  and/or  member(s)  of his family  (the  "Released  Persons"),


                                       4
<PAGE>
regardless  of whether such Class Member  executes and delivers a Proof of Claim
and Release.

     7. Upon the Effective  Date hereof,  each of the Released  Persons shall be
deemed to have,  and by operation of this Judgment shall have,  fully,  finally,
and  forever   released,   relinquished  and  discharged  each  and  all  claims
(including,  but not limited to, Unknown Claims),  demands,  losses, rights, and
causes of action of any nature  whatsoever,  whether  known or unknown,  whether
suspected  or  unsuspected,  whether  concealed  or hidden,  whether  accrued or
unaccrued, that have been or could have been asserted in the Action or any forum
by the  Defendants or any of them or the  successors  and assigns of any of them
against any of the Lead Plaintiffs,  Class Members or Plaintiffs' Counsel, which
arise out of or relate in any way to the  institution,  prosecution,  assertion,
settlement,  or resolution of the  Litigation  (except for claims to enforce the
Settlement) (the "Settled Defendants' Claims").

     8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure,  this Court
hereby finally certifiers this action as a class action on behalf of all Persons
who purchased the common stock of Profit Recovery between July 19, 1999 and July
26, 2000,  inclusive.  Excluded  from the Class are  Defendants,  members of the
immediate  families  of the  Individual  Defendants,  any  entities in which any
Defendant  has a  controlling  interest  or is a parent or  subsidiary  of or is
controlled by the Company,  and the legal  representatives,  heirs,  successors,


                                       5
<PAGE>
predecessors in interest,  affiliates or assigns of any Defendant. Also excluded
from the Class are those Persons who timely and validly  request  exclusion from
the Class  pursuant  to the Notice of  Pendency  of Class  Action  and  Proposed
Settlement,  Motion for  Attorneys'  Fees and Settlement  Fairness  Hearing (the
"Notice")  sent to  potential  Class  Members,  as listed  on  Exhibit 1 annexed
hereto.

     9. With respect to the Class, this Court, having previously found that this
action meets the requirements of Rule 23(a) and 23(b)(3) of the Federal Rules of
Civil Procedure for certification as a class action, now finds again and finally
confirms  that the  prerequisites  for class action under Federal Rules of Civil
Procedure 23(a) and 23(b)(3) have been satisfied in that: (a) the Members of the
Class are so numerous  that joinder of all Class  Members in the  Litigation  is
impracticable; (b) there are questions of law and fact common to the Class which
predominate over any individual questions; (c) the claims of the Lead Plaintiffs
are  typical  of the  claims of the  Class;  (d) the Lead  Plaintiffs  and their
counsel have fairly and  adequately  represented  and protected the interests of
all of the  Class  Members;  (e) the  questions  of law and fact  common  to the
members of the Class  predominate  over any questions  affecting only individual


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members of the Class;  and (e) a class  action is  superior  to other  available
methods for the fair and efficient adjudication of the controversy.

     10. The notice provided to the Class was the best notice  practicable under
the  circumstances,  including the individual notice to all Members of the Class
who  could be  identified  through  reasonable  effort.  The form and  method of
notifying  the Class of the  pendency of the action as a class action and of the
terms and conditions of the proposed  Settlement met the requirements of Rule 23
of the Federal Rules of Civil  Procedure,  Section  21D(a)(7) of the  Securities
Exchange Act of 1934, 15 U.S.C. 78u-4(a)(7) as amended by the Private Securities
Litigation  Reform  Act of 1995,  due  process,  and any other  applicable  law,
constituted the best notice practicable under the circumstances, and constituted
due and sufficient notice to all persons and entities entitled thereto.

     11. The Plan of  Allocation  as set forth in the Notice is approved as fair
and reasonable, and Plaintiffs' Co-Lead Counsel and the Claims Administrator are
directed  to  administer  the  Stipulation  in  accordance  with its  terms  and
provisions.

     12. Plaintiffs' Co-Lead Counsel are hereby awarded __________% of the Gross
Settlement Fund in fees,  which the Court finds to be fair and  reasonable,  and
$_____ in  reimbursement  of expenses.  The attorneys' fees and expenses awarded
shall be paid to  Plaintiffs'  Co-Lead  Counsel  from the  Settlement  Fund with
interest from the date such Settlement Fund was funded to the date of payment at
the same net rate that the Settlement  Fund earns.  The award of attorneys' fees


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<PAGE>
shall be allocated  among  Plaintiffs'  Counsel in a fashion which,  in the sole
discretion  of  Plaintiffs'  Co-Lead  Counsel,  fairly  compensates  Plaintiffs'
Counsel for their respective contributions in the prosecution of the Litigation.

     13. Lead Plaintiff  Jeanette  Roberts is hereby awarded  $________________,
Lead  Plaintiff  Stephen  Haynes is hereby  awarded  $________________  and Lead
Plaintiff Fernando Melendez is hereby awarded $________________. Such awards are
for  reimbursement  of these  Lead  Plaintiffs  reasonable  costs  and  expenses
(including lost wages) directly related to their representation of the Class.

     14. In making this award of attorneys' fees and  reimbursement  of expenses
to be paid from the Gross  Settlement  Fund,  the Court has considered and found
that:

     (a) the  settlement  has  created a fund of $6.75  million  in cash that is
already on deposit,  plus interest thereon,  and that numerous Class Members who
submit  acceptable  Proofs of Claim will benefit from the Settlement  created by
Plaintiffs' Counsel;



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     (b) Over _______ copies of the Notice were  disseminated  to putative Class
Members  indicating that Plaintiffs'  Counsel were moving for attorneys' fees in
the  amount  of  up  to  _________%  of  the  Gross   Settlement  Fund  and  for
reimbursement  of  expenses  in an amount of  approximately  $_____________  and
[________] objections were filed against the terms of the proposed Settlement or
the ceiling on the fees and expenses requested by Plaintiffs'  Counsel contained
in the Notice;

     (c)  Plaintiffs'  Counsel have  conducted the  litigation  and achieved the
Settlement with skill, perseverance and diligent advocacy;

     (d) The action  involves  complex factual and legal issues and was actively
prosecuted  over 4.5 years and, in the absence of a  settlement,  would  involve
further lengthy proceedings with uncertain resolution of the complex factual and
legal issues;

     (e) Had Plaintiffs'  Counsel not achieved the Settlement there would remain
a significant risk that Lead Plaintiffs and the Class may have recovered less or
nothing from the Defendants;

     (f) Plaintiffs'  Counsel have devoted over ________ hours,  with a lodestar
value of $___________, to achieve the Settlement; and



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<PAGE>
     (g) The amount of attorneys' fees awarded and expenses  reimbursed from the
Settlement Fund are consistent with awards in similar cases.

     15. Neither the Stipulation nor the settlement  contained therein,  nor any
act  performed  or  document  executed  pursuant  to or in  furtherance  of  the
Stipulation or the  settlement:  (a) is or may be deemed to be or may be used as
an  admission  of, or evidence  of, the validity or lack thereof of any Released
Claim,  or of any  wrongdoing or liability of Profit  Recovery or the Individual
Defendants;  or (b) is or may be deemed to be or may be used as an admission of,
or  evidence  of,  any  fault  or  omission  of  Profit  Recovery  or any of the
Individual Defendants in any civil,  criminal,  or administrative  proceeding in
any court,  administrative agency, or other tribunal.  Profit Recovery or any of
the Individual  Defendants may file the Stipulation  and/or this Judgment in any
other  action  that may be  brought  against  it or them in order to  support  a
defense  or  counterclaim  based  on  principles  of  res  judicata,  collateral
estoppel,  release,  good faith  settlement,  judgment bar or reduction,  or any
other  theory of claim  preclusion  or issue  preclusion  or similar  defense or
counterclaim.

     16. The Court finds that during the course of the Litigation,  the Settling
Parties and their respective counsel at all times complied with the requirements
of Federal Rule of Civil Procedure 11.



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<PAGE>
     17. Without  affecting the finality of this Judgment in any way, this Court
hereby  retains  continuing   jurisdiction  over:  (a)  implementation  of  this
settlement  and any award or  distribution  of the  Settlement  Fund,  including
interest earned thereon; (b) disposition of the Settlement Fund; (c) hearing and
determining  applications for attorneys'  fees,  costs,  interest,  and expenses
(including fees and costs of experts and/or consultants) in the Litigation;  and
(d)  all  parties  hereto  for  the  purpose  of  construing,   enforcing,   and
administering the Stipulation.

     18.  In the  event  that  the  settlement  does  not  become  effective  in
accordance  with the  terms of the  Stipulation,  then  this  Judgment  shall be
rendered  null and void to the extent  provided  by and in  accordance  with the
Stipulation  and shall be vacated  and,  in such event,  all orders  entered and
releases  delivered in connection  herewith shall be null and void to the extent
provided by and in accordance with the Stipulation.



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<PAGE>
     19.  There is no just reason for delay in the entry of this Order and Final
Judgment and  immediate  entry by the Clerk of the Court is  expressly  directed
pursuant to Rule 54 (b) of the Federal Rules of Civil Procedure.

     IT IS SO ORDERED.

DATED:  _____________, 2005

                                         ----------------------------------
                                         THE HONORABLE CLARENCE COOPER
                                         UNITED STATES DISTRICT JUDGE


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