EXHIBIT 10(a)






                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                             PRG-SCHULTZ USA, INC.,
                                  as Borrower,

                        PRG-SCHULTZ INTERNATIONAL, INC.,
                                   as Parent,

                       CERTAIN SUBSIDIARIES OF THE PARENT
                         FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,

                                       AND

                              BANK OF AMERICA, N.A.


                          DATED AS OF NOVEMBER 30, 2004







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                                TABLE OF CONTENTS

SECTION 1  DEFINITIONS.........................................................1
         1.1      Definitions..................................................1
         1.2      Computation of Time Periods.................................23
         1.3      Accounting Terms............................................23
SECTION 2  CREDIT FACILITIES..................................................24
         2.1      Revolving Loans.............................................24
         2.2      Letter of Credit Subfacility................................26
SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES.....................30
         3.1      Default Rate................................................30
         3.2      Extension and Conversion....................................30
         3.3      Prepayments.................................................31
         3.4      Termination and Reduction of Revolving Committed Amount.....32
         3.5      Fees........................................................33
         3.6      Increase Cost and Reduced Return; Capital Adequacy..........33
         3.7      Inability to Determine Rates................................34
         3.8      Illegality..................................................34
         3.9      Taxes.......................................................34
         3.10     Compensation................................................35
         3.11     Payments, Computations, Etc.................................36
         3.12     Evidence of Debt............................................36
         3.13     Mitigation..................................................36
SECTION 4  GUARANTY...........................................................37
         4.1      The Guaranty................................................37
         4.2      Obligations Unconditional...................................37
         4.3      Reinstatement...............................................38
         4.4      Certain Additional Waivers..................................39
         4.5      Remedies....................................................39
         4.6      Rights of Contribution......................................39
         4.7      Guarantee of Payment; Continuing Guarantee..................39
SECTION 5  CONDITIONS.........................................................40
         5.1      Closing Conditions..........................................40
         5.2      Conditions to all Extensions of Credit......................43
SECTION 6  REPRESENTATIONS AND WARRANTIES.....................................44
         6.1      Financial Condition.........................................44
         6.2      No Material Change..........................................44
         6.3      Organization and Good Standing..............................44
         6.4      Power; Authorization; Enforceable Obligations...............44
         6.5      No Conflicts................................................45
         6.6      No Default..................................................45
         6.7      Ownership...................................................45
         6.8      Indebtedness................................................45
         6.9      Litigation..................................................46
         6.10     Taxes.......................................................46
         6.11     Compliance with Law.........................................46



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         6.12     ERISA.......................................................46
         6.13     Subsidiaries................................................48
         6.14     Governmental Regulations, Etc...............................48
         6.15     Purpose of Loans and Letters of Credit......................49
         6.16     Environmental Matters.......................................49
         6.17     Intellectual Property.......................................50
         6.18     Solvency....................................................51
         6.19     Investments.................................................51
         6.20     Location of Collateral......................................51
         6.21     Disclosure..................................................51
         6.22     Brokers' Fees...............................................51
         6.23     Labor Matters...............................................51
SECTION 7  AFFIRMATIVE COVENANTS..............................................51
         7.1      Information Covenants.......................................52
         7.2      Preservation of Existence and Franchises....................55
         7.3      Books and Records...........................................55
         7.4      Compliance with Law.........................................55
         7.5      Payment of Taxes and Other Indebtedness.....................55
         7.6      Insurance...................................................55
         7.7      Maintenance of Property.....................................56
         7.8      Performance of Obligations..................................57
         7.9      Use of Proceeds.............................................57
         7.10     Audits/Inspections..........................................57
         7.11     Financial Covenants.........................................57
         7.12     Additional Credit Parties...................................58
         7.13     Environmental Laws..........................................59
         7.14     Collateral..................................................59
SECTION 8  NEGATIVE COVENANTS.................................................60
         8.1      Indebtedness................................................60
         8.2      Liens.......................................................61
         8.3      Nature of Business..........................................61
         8.4      Consolidation, Merger, Dissolution, etc.....................61
         8.5      Asset Dispositions..........................................61
         8.6      Investments.................................................62
         8.7      Restricted Payments.........................................62
         8.8      Transactions with Affiliates................................62
         8.10     Fiscal Year; Organizational Documents.......................63
         8.11     Limitation on Restricted Actions............................63
         8.12     Ownership of Subsidiaries...................................63
         8.13     Sale Leasebacks.............................................64
         8.14     Capital Expenditures........................................64
         8.15     No Further Negative Pledges.................................64
         8.16     Limitation on Foreign EBITDA................................64
         8.17     Subordinated Debt...........................................64
         8.18     Notice under the Indenture..................................65
SECTION 9  EVENTS OF DEFAULT..................................................65



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         9.1      Events of Default...........................................65
         9.2      Acceleration; Remedies......................................67
         9.3      Application of Funds........................................68
SECTION 10  MISCELLANEOUS.....................................................68
         10.1     Notices.....................................................68
         10.2     Right of Set-Off; Adjustments...............................70
         10.3     Successors and Assigns......................................70
         10.4     Expenses; Indemnification...................................71
         10.5     Amendments, Waivers and Consents............................72
         10.6     Counterparts................................................72
         10.7     Headings....................................................73
         10.8     Survival....................................................73
         10.9     Governing Law; Submission to Jurisdiction; Venue............73
         10.11    Survival of Representations and Warranties..................74
         10.12    Severability................................................74
         10.13    Entirety....................................................74
         10.14    Binding Effect; Termination.................................74
         10.15    Confidentiality.............................................75
         10.16    Conflict....................................................76
         10.17    USA Patriot Act Notice......................................76



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                                    SCHEDULES

Schedule 1.1(a)   Existing Letters of Credit
Schedule 1.1(b)   Investments
Schedule 1.1(c)   Liens
Schedule 6.9      Litigation
Schedule 6.10     Tax Returns
Schedule 6.13     Subsidiaries
Schedule 6.17     Intellectual Property
Schedule 6.20     Chief Executive Office/Exact Legal Name/State of Incorporation
Schedule 7.6      Insurance
Schedule 8.1      Indebtedness

                                    EXHIBITS

Exhibit A         Form of Loan Notice
Exhibit B         Form of Revolving Note
Exhibit C         Form of Officer's Compliance Certificate
Exhibit D         From of Borrowing Base Certificate
Exhibit E         Form of Joinder Agreement




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<PAGE>


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


     THIS AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"),  dated
as of November 30, 2004  (amending and restating the Existing  Credit  Agreement
referred to below), is by and among PRG-SCHULTZ USA, INC., a Georgia corporation
(the "Borrower"),  PRG-SCHULTZ  INTERNATIONAL,  INC., a Georgia corporation (the
"Parent"),  each of the  Domestic  Subsidiaries  of the  Parent  (such  Domestic
Subsidiaries,   together  with  the  Parent,   individually  a  "Guarantor"  and
collectively the "Guarantors") and BANK OF AMERICA, N. A. (the "Lender").

                               W I T N E S S E T H

     WHEREAS, pursuant to the Credit Agreement dated as of December 31, 2001 (as
amended or otherwise  modified  prior to the date hereof,  the "Existing  Credit
Agreement")  among the Borrower  (formerly The Profit Recovery Group USA, Inc.),
the Parent (formerly The Profit Recovery Group International, Inc.), each of the
Domestic  Subsidiaries of the Parent,  Bank of America,  N.A., as administrative
agent and the lenders party thereto (collectively,  the "Existing Lenders"), the
Existing  Lenders were committed to making  extensions of credit to the Borrower
on the terms and conditions set forth therein;

     WHEREAS,  the Borrower has requested that the Existing Credit  Agreement be
amended and restated in its entirety to be effective and binding on the Borrower
on the terms and conditions set forth herein; and

     WHEREAS, the Lender has agreed (subject to the terms and conditions herein)
to amend and restate the  Existing  Credit  Agreement in its entirety to read as
set forth herein;

     NOW,  THEREFORE,  IN  CONSIDERATION  of the  premises  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1

                                   DEFINITIONS

     1.1 DEFINITIONS.

     As used in this  Credit  Agreement,  the  following  terms  shall  have the
meanings specified below unless the context otherwise requires:

          "Acquisition",  by any Person, means the acquisition by such Person of
     the Capital  Stock or all or  substantially  all of the Property of another
     Person,  whether  or not  involving  a merger  or  consolidation  with such
     Person.


<PAGE>

          "Additional  Credit  Party" means each Person that becomes a Guarantor
     after the Closing Date by execution of a Joinder Agreement.

          "Adjusted Base Rate" means the Base Rate plus 0.50%.

          "Adjusted Eurodollar Rate" means the Eurodollar Rate plus 3.00%.

          "Affiliate"  means,  with respect to any Person,  any other Person (i)
     directly or  indirectly  controlling  or  controlled  by or under direct or
     indirect  common  control with such Person or (ii)  directly or  indirectly
     owning or holding five  percent  (5%) or more of the Capital  Stock in such
     Person.  For purposes of this definition,  "control" when used with respect
     to any Person means the power to direct the management and policies of such
     Person,  directly or  indirectly,  whether  through the ownership of voting
     securities,  by  contract or  otherwise;  and the terms  "controlling"  and
     "controlled" have meanings correlative to the foregoing.

          "Asset  Disposition" means the disposition of any or all of the assets
     (including  without  limitation  the Capital Stock of a Subsidiary)  of any
     Consolidated Party whether by sale, lease, transfer or otherwise (including
     pursuant to any casualty or condemnation event).

          "Attorney  Costs"  means and includes all  reasonable  and  documented
     fees, expenses and disbursements of any law firm or other external counsel.

          "Availability  Trigger  Date"  means (a) the date of  delivery  of the
     Compliance  Certificate  for the four fiscal quarter period ending June 30,
     2005 provided  that  Consolidated  EBITDA for the four quarter  period then
     ended is greater than or equal to $30,000,000 or (b) if Consolidated EBITDA
     for the four quarter period ending June 30, 2005 is less than  $30,000,000,
     the date of  delivery  of the  Compliance  Certificate  for the four fiscal
     quarter period ending September 30, 2005.

          "Available  Revolving  Committed  Amount"  means  Twenty Five  Million
     Dollars  ($25,000,000),  as such amount may be reduced  pursuant to Section
     3.4.  Notwithstanding  any provision herein to the contrary,  commencing on
     the  Availability  Trigger Date, the Available  Revolving  Committed Amount
     shall no longer be in effect and all references to the Available  Revolving
     Committed Amount contained herein shall be deleted in their entirety.

          "Bank of America" means Bank of America, N.A. and its successors.

          "Bankruptcy  Code" means the Bankruptcy Code in Title 11 of the United
     States Code, as amended, modified, succeeded or replaced from time to time.

          "Bankruptcy  Event" means, with respect to any Person,  the occurrence
     of any of the  following  with  respect  to such  Person:  (i) a  court  or
     governmental  agency  having  jurisdiction  in the  premises  shall enter a
     decree or order for relief in respect of such Person in an involuntary case


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<PAGE>

     under any  applicable  bankruptcy,  insolvency  or other similar law now or
     hereafter  in effect,  or  appointing  a  receiver,  liquidator,  assignee,
     custodian,  trustee,  sequestrator (or similar  official) of such Person or
     for any  substantial  part of its  Property or  ordering  the winding up or
     liquidation of its affairs;  or (ii) there shall be commenced  against such
     Person an involuntary case under any applicable  bankruptcy,  insolvency or
     other  similar law now or hereafter in effect,  or any case,  proceeding or
     other  action for the  appointment  of a  receiver,  liquidator,  assignee,
     custodian,  trustee,  sequestrator (or similar  official) of such Person or
     for  any  substantial  part  of its  Property  or  for  the  winding  up or
     liquidation  of its  affairs,  and such  involuntary  case or  other  case,
     proceeding  or other  action  shall  remain  undismissed,  undischarged  or
     unbonded for a period of sixty (60) consecutive  days; or (iii) such Person
     shall commence a voluntary case under any applicable bankruptcy, insolvency
     or other similar law now or hereafter in effect, or consent to the entry of
     an order for relief in an  involuntary  case under any such law, or consent
     to  the  appointment  or  taking  possession  by  a  receiver,  liquidator,
     assignee,  custodian,  trustee,  sequestrator (or similar official) of such
     Person or for any  substantial  part of its  Property  or make any  general
     assignment  for the  benefit of  creditors;  or (iv) such  Person  shall be
     unable  to, or shall  admit in  writing  its  inability  to,  pay its debts
     generally as they become due.

          "Base  Rate" means for any day a  fluctuating  rate per annum equal to
     the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
     interest in effect for such day as publicly  announced from time to time by
     the  Lender as its  "prime  rate."  The  "prime  rate" is a rate set by the
     Lender based upon various factors  including the Lender's costs and desired
     return,  general  economic  conditions and other factors,  and is used as a
     reference  point for pricing some loans,  which may be priced at, above, or
     below such announced  rate. Any change in the "prime rate" announced by the
     Lender shall take effect at the opening of business on the day specified in
     the public announcement of such change.

          "Base Rate Loan" means any Loan bearing  interest at a rate determined
     by reference to the Base Rate.

          "Borrower" means the Person  identified as such in the heading hereof,
     together with any permitted successors and assigns.

          "Borrowing  Base" means,  as of any day, an amount equal to the sum of
     (a) eighty-five  percent (85%) of Eligible  Receivables plus (b) until such
     time as the Borrower sells the Meridian Business,  (i) twenty percent (20%)
     of the  Eligible  Backlog  prior to the  Availability  Trigger Date or (ii)
     thirty percent (30%) of the Eligible  Backlog  commencing on and continuing
     after the Availability  Trigger Date; in each case as set forth in the most
     recent  Borrowing  Base  Certificate  delivered to the Lender in accordance
     with the terms of Section  7.1(d) minus (c) an amount  sufficient to reduce
     the advance rates against Eligible Backlog in an amount satisfactory to the
     Lender in its sole discretion.

          "Borrowing Base  Certificate"  shall have the meaning assigned to such
     term in Section 7.1(d).

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<PAGE>

          "Business Day" means a day other than a Saturday,  Sunday or other day
     on which commercial banks in Charlotte,  North Carolina or Atlanta, Georgia
     are  authorized  or required  by law to close,  except  that,  when used in
     connection  with a Eurodollar  Loan,  such day shall also be a day on which
     dealings  between banks are carried on in U.S.  dollar  deposits in London,
     England.

          "Capital  Lease"  means,  as applied to any  Person,  any lease of any
     Property (whether real,  personal or mixed) by that Person as lessee which,
     in  accordance  with GAAP, is or should be accounted for as a capital lease
     on the balance sheet of that Person.

          "Capital Stock" means (i) in the case of a corporation, capital stock,
     (ii) in the case of an association or business entity,  any and all shares,
     interests, participations, rights or other equivalents (however designated)
     of capital stock, (iii) in the case of a partnership, partnership interests
     (whether  general  or  limited),  (iv) in the case of a  limited  liability
     company,  membership  interests and (v) any other interest or participation
     that  confers on a Person the right to receive a share of the  profits  and
     losses of, or distributions of assets of, the issuing Person.

          "Cash  Equivalents"  means (a) securities issued or directly and fully
     guaranteed  or  insured  by the  United  States of America or any agency or
     instrumentality  thereof  (provided  that the full  faith and credit of the
     United States of America is pledged in support  thereof) having  maturities
     of not more  than  twelve  months  from the date of  acquisition,  (b) U.S.
     dollar  denominated  time deposits and  certificates  of deposit of (i) the
     Lender,  (ii) any domestic  commercial  bank of recognized  standing having
     capital  and  surplus  in excess of  $500,000,000  or (iii) any bank  whose
     short-term  commercial  paper  rating  from  S&P  is at  least  A-1  or the
     equivalent  thereof  or from  Moody's  is at  least  P-1 or the  equivalent
     thereof  (any  such  bank  being an  "Approved  Bank"),  in each  case with
     maturities  of not more  than 270 days  from the date of  acquisition,  (c)
     commercial  paper and  variable or fixed rate notes  issued by any Approved
     Bank (or by the parent  company  thereof) or any variable rate notes issued
     by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent
     thereof) or better by S&P or P-1 (or the  equivalent  thereof) or better by
     Moody's  and  maturing  within six months of the date of  acquisition,  (d)
     repurchase  agreements  entered  into by any  Person  with a bank or  trust
     company  (including  the Lender) or  recognized  securities  dealer  having
     capital and surplus in excess of $500,000,000 for direct obligations issued
     by or fully guaranteed by the United States of America in which such Person
     shall have a perfected  first  priority  security  interest  (subject to no
     other  Liens) and having,  on the date of purchase  thereof,  a fair market
     value of at least 100% of the amount of the repurchase  obligations and (e)
     Investments, classified in accordance with GAAP as current assets, in money
     market investment  programs  registered under the Investment Company Act of
     1940,  as  amended,   which  are   administered   by  reputable   financial
     institutions  having capital of at least $500,000,000 and the portfolios of
     which  are  limited  to  Investments  of  the  character  described  in the
     foregoing subdivisions (a) through (d).

          "Change  of  Control"  means the  occurrence  of any of the  following
     events: (i) except for any member of the Management  Shareholder Group, any
     Person  or two or more  Persons  acting  in  concert  shall  have  acquired
     "beneficial ownership," directly or indirectly,  of, or shall have acquired


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<PAGE>

     by  contract  or  otherwise,  or shall  have  entered  into a  contract  or
     arrangement  that,  upon   consummation,   will  result  in  its  or  their
     acquisition  of,  control  over,  Voting  Stock  of the  Parent  (or  other
     securities  convertible into such Voting Stock) representing 35% or more of
     the combined  voting  power of all Voting Stock of the Parent,  (ii) during
     any period of up to 24  consecutive  months,  commencing  after the Closing
     Date,  individuals  who at the  beginning  of such  24  month  period  were
     directors of the Parent  (together  with any new director whose election by
     the Parent's  Board of Directors  or whose  nomination  for election by the
     Parent's  shareholders was approved by a vote of at least two-thirds of the
     directors  then still in office who either were  directors at the beginning
     of such period or whose  election or nomination for election was previously
     so approved) cease for any reason to constitute a majority of the directors
     of the  Parent  then in  office,  or (iii)  the  Parent  shall  fail to own
     directly 100% of the  outstanding  Capital  Stock of the Borrower.  As used
     herein,  "beneficial  ownership"  shall have the  meaning  provided in Rule
     13d-3 of the Securities and Exchange Commission under the Securities Act of
     1934.

          "Claims  Management  System"  means  the  database  repository  of the
     Consolidated  Parties which tracks all claims  through the claim life cycle
     from prospective claim to work-in-process to approved for invoicing.

          "Closing Date" means the date hereof.

          "Code" means the Internal  Revenue Code of 1986,  as amended,  and any
     successor  statute  thereto,  as interpreted  by the rules and  regulations
     issued thereunder,  in each case as in effect from time to time. References
     to sections of the Code shall be construed  also to refer to any  successor
     sections.

          "Collateral"  means a collective  reference to the collateral which is
     identified  in,  and at  any  time  will  be  covered  by,  the  Collateral
     Documents.

          "Collateral  Documents"  means a collective  reference to the Security
     Agreement,  the Pledge  Agreement,  the Foreign Pledge  Agreements and such
     other  documents  executed and delivered in connection  with the attachment
     and  perfection  of the  Lender's  security  interests  and  liens  arising
     thereunder,  including  without  limitation,  UCC financing  statements and
     patent and trademark filings.

          "Commitment" means the Revolving Commitment and the LOC Commitment.

          "Communications  Division" means that certain division of the Borrower
     which provides telecommunications auditing, custom application development,
     and advisory  services  including  telecom bill auditing and  optimization,
     call accounting and reporting,  contract negotiation and projects requiring
     secure internet-based transaction processing.

          "Compliance Certificate" means a certificate substantially in the form
     of Exhibit C.

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<PAGE>

          "Consolidated Capital Expenditures" means, for any period, all capital
     expenditures of the Consolidated  Parties on a consolidated  basis for such
     period, as determined in accordance with GAAP.

          "Consolidated   EBITDA"  means,  for  any  period,   the  sum  of  (i)
     Consolidated EBIT for such period,  plus (ii) depreciation and amortization
     expense for such period (to the extent deducted in calculating Consolidated
     Net Income for such period).

          "Consolidated EBIT" means, for any period, the sum of (i) Consolidated
     Net Income for such period, plus (ii) an amount which, in the determination
     of  Consolidated  Net Income for such  period,  has been  deducted  for (A)
     Consolidated  Interest  Expense  and (B) total  federal,  state,  local and
     foreign income,  value added and similar taxes,  plus (iii) from October 1,
     2003  through  December  31,  2003,  all  charges  up to $7  million in the
     aggregate directly related to the Borrower's  corporate  restructuring plan
     made during such period plus (iv) from January 1, 2004 through December 31,
     2004, all  non-recurring  charges  (excluding  costs  associated with model
     evolution)  up to $4  million  in the  aggregate  directly  related  to the
     Borrower's  corporate  restructuring  plan made during such period plus (v)
     the  non-cash,  non-recurring  charges up to $3  million  in the  aggregate
     directly  related to the  impairment  of the Schultz trade name made during
     such period plus (vi) the non-cash, non-recurring charge up to $6.6 million
     related to the change of the  Schultz  trade name to the extent made during
     such  period,  in  each  case  of the  Parent  and  its  Subsidiaries  on a
     consolidated basis as determined in accordance with GAAP plus (vii) (A) all
     severance costs of the Parent and its  Subsidiaries to whomever paid during
     such period and (B) all retirement costs of the Parent and its Subsidiaries
     paid to John Cook and/or John Toma during such period;  provided, that such
     costs  identified  in (vii)(A) and (vii)(B) and added back to  Consolidated
     Net Income shall not exceed $6 million in the aggregate.

          "Consolidated  Interest  Expense"  means,  for  any  period,  interest
     expense  (including  the  amortization  of debt  discount and premium,  the
     interest  component under Capital Leases and the implied interest component
     under Synthetic Leases) of the Consolidated Parties on a consolidated basis
     for such period, as determined in accordance with GAAP.

          "Consolidated Net Income" means, for any period, net income (excluding
     any  extraordinary  items) after taxes for such period of the  Consolidated
     Parties on a  consolidated  basis,  as determined in accordance  with GAAP;
     provided  that, for purposes of  determining  compliance  with the Leverage
     Ratio   covenant  in  Section   7.11(i),   there  shall  be  excluded  from
     Consolidated  Net Income the  effects of (a) any net book loss  realized in
     such  period  from the sale of the  Communications  Division  or the Ship &
     Debit  Division,  (b) any "mark to market" net book losses or gains in such
     period  required  in  accordance  with  GAAP,  already  recorded,  or to be
     recorded  prior to the sale of the  Communications  Business,  the Meridian
     Business or any Discontinued Operation or non-cash charges or gains in such
     period related to the  reclassification of any such Discontinued  Operation
     as "continuing" or "operating" or  "discontinued" or  "non-operating",  (c)
     the amount of accelerated  amortization of goodwill required under FASB 142
     for such period,  (d) the amount of the write-off of all  capitalized  loan


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<PAGE>

     fees made  during  the period in which the  Closing  Date  occurs,  (e) the
     amount of expenses incurred during such period to repurchase employee stock
     options  (to the  extent  permitted  hereunder)  and (f) the  amount of any
     non-cash stock compensation expense incurred during such period.

          "Consolidated  Parties" means a collective reference to the Parent and
     its Subsidiaries, and "Consolidated Party" means any one of them.

          "Credit  Documents"  means  a  collective  reference  to  this  Credit
     Agreement,  the Notes,  the LOC  Documents,  each  Joinder  Agreement,  the
     Collateral  Documents and all other related agreements and documents issued
     or delivered hereunder or thereunder or pursuant hereto or thereto (in each
     case  as  the  same  may  be  amended,  modified,  restated,  supplemented,
     extended,  renewed or replaced  from time to time),  and "Credit  Document"
     means any one of them.

          "Credit Parties" means a collective  reference to the Borrower and the
     Guarantors, and "Credit Party" means any one of them.

          "Credit Party Obligations" means, without duplication,  (i) all of the
     obligations of the Credit Parties to the Lender,  the Notes, the Letters of
     Credit,  the  Collateral  Documents  or any of the other  Credit  Documents
     (including,   but  not  limited  to,  any  interest   accruing   after  the
     commencement by or against any Credit Party or any Affiliate thereof of any
     proceeding under any Debtor Relief Laws naming such Person as the debtor in
     such  proceeding,  regardless of whether such interest and fees are allowed
     claims in such proceeding), (ii) all liabilities and obligations,  whenever
     arising,  owing from the  Borrower to the Lender,  or any  Affiliate of the
     Lender, arising under any Hedging Agreement relating to the Loans and (iii)
     all obligations under any Treasury Management  Agreement between any Credit
     Party and the Lender or an Affiliate of the Lender.

          "Debt  Issuance" means the issuance of any  Indebtedness  for borrowed
     money by any  Consolidated  Party  other  than  Indebtedness  permitted  by
     Section 8.1.

          "Debtor Relief Laws" means the  Bankruptcy  Code of the United States,
     and all other liquidation, conservatorship,  bankruptcy, assignment for the
     benefit of creditors, moratorium, rearrangement,  receivership, insolvency,
     reorganization, or similar debtor relief Laws of the United States or other
     applicable  jurisdictions  from time to time in effect  and  affecting  the
     rights of creditors generally.

          "Default" means any event, act or condition which with notice or lapse
     of time, or both, would constitute an Event of Default.

          "Discontinued  Operations"  means a  collective  reference  to (i) the
     Meridian  Business and (ii) the Ship & Debit  Division,  and  "Discontinued
     Operation" means any one of them.

          "Dollars"  and "$" means  dollars  in lawful  currency  of the  United
     States of America.

                                       7
<PAGE>

          "Domestic   Subsidiary"   means,  with  respect  to  any  Person,  any
     Subsidiary of such Person which is incorporated or organized under the laws
     of any State of the United States or the District of Columbia.

          "Eligible  Backlog" means as of any date of determination  and without
     duplication,  (a) the U.S.  Retail  Key  Client  WIP as of the most  recent
     fiscal quarter end multiplied by (b) the lesser of (i) the U.S.  Retail Key
     Client Effective Fee Rate and (ii) twenty percent (20%),  multiplied by (c)
     the lesser of (i) the U.S.  Retail Key Client Claim  Retention Rate and (i)
     fifty-five percent (55%).

          "Eligible  Receivables"  means,  as of any date of  determination  and
     without  duplication,  the aggregate book value of all accounts receivable,
     receivables,  and  obligations for payment created or arising from the sale
     of  inventory  or the  rendering  of  services  in the  ordinary  course of
     business of the Parent or any of its Domestic  Subsidiaries  (collectively,
     the  "Receivables"),  net  of  allowances  and  reserves  for  doubtful  or
     uncollectible  accounts and sales adjustments consistent with such Person's
     internal  policies and in any event in accordance  with GAAP, but excluding
     in any event (a) any Receivable  which is subject to any Lien that is not a
     Permitted Lien, (b) Receivables  which are more than 60 days past due or 90
     days past invoice date  (excluding the Wal-Mart  Holdback  Receivables  and
     Receivables  owing from  Supervalu),  (c) Receivables  owing from Supervalu
     which are more than 60 days past due or 150 days  past  invoice  date,  (d)
     Wal-Mart Holdback  Receivables which (i) have a due date more than 365 days
     past the date the  applicable  Borrowing  Base is measured or (ii) are more
     than 60 days past due,  (e) 100% of the book  value of any  Receivable  not
     otherwise  excluded by clause (b),  (c) or (d)(ii)  above but owing from an
     account debtor for whom 20% or more of  Receivables  owing from it are then
     excluded by such clause (b), (c) or (d)(ii),  (f)  Receivables  owing by an
     account  debtor  which is not  solvent or is subject to any  bankruptcy  or
     insolvency  proceeding of any kind, (g) Receivables which are contingent or
     subject to offset,  deduction,  counterclaim,  dispute or other  defense to
     payment,   in  each  case  to  the  extent  of  such   offset,   deduction,
     counterclaim,  dispute  or other  defense,  (h)  Receivables  for which any
     direct or indirect  Subsidiary of the Parent or any Affiliate of the Parent
     is  the  account  debtor,  (i)  Receivables  representing  a  sale  to  the
     government  of the United States or any agency or  instrumentality  thereof
     unless the Federal  Assignment  of Claims Act has been complied with to the
     reasonable  satisfaction  of the Lender with  respect to the  granting of a
     security interest in such Receivable, with or other similar applicable law,
     (j) any Receivable which is not subject to a perfected, first priority Lien
     in  favor of the  Lender  to  secure  the  Credit  Party  Obligations,  (k)
     Receivables evidenced by notes, chattel paper or other instruments,  unless
     such notes,  chattel paper or instruments have been delivered to and are in
     the possession of the Lender,  (l)  Receivables  owing by an account debtor
     located  outside of the United States (unless payment for the goods shipped
     is  secured  by an  irrevocable  letter  of  credit  in a form  and from an
     institution  reasonably acceptable to the Lender) and (m) Receivables which
     fail to meet such other specifications and requirements as may from time to
     time be established by the Lender in its reasonable discretion.

                                       8
<PAGE>

          "Engagement  Letter" shall mean that certain letter  agreement,  dated
     October 6, 2004, between the Lender and the Borrower, as amended, modified,
     restated or supplemented from time to time.

          "Environmental  Laws" means any and all lawful and applicable Federal,
     state, local and foreign statutes,  laws, regulations,  ordinances,  rules,
     judgments,  orders,  decrees,  permits,  concessions,  grants,  franchises,
     licenses,  agreements or other  governmental  restrictions  relating to the
     environment or to emissions, discharges, releases or threatened releases of
     pollutants,  contaminants,  chemicals,  or  industrial,  toxic or hazardous
     substances or wastes into the environment  including,  without  limitation,
     ambient air, surface water, ground water, or land, or otherwise relating to
     the  manufacture,   processing,   distribution,  use,  treatment,  storage,
     disposal, transport, or handling of pollutants, contaminants, chemicals, or
     industrial, toxic or hazardous substances or wastes.

          "Environmental Liability" means any liability, contingent or otherwise
     (including any liability for damages,  costs of environmental  remediation,
     fines, penalties or indemnities),  of the Borrower or any Subsidiary of the
     Parent directly or indirectly resulting from or based upon (a) violation of
     any Environmental Law, (b) the generation,  use, handling,  transportation,
     storage,  treatment or disposal of any Hazardous Materials, (c) exposure to
     any  Hazardous  Materials,  (d) the  release or  threatened  release of any
     Hazardous Materials into the environment or (e) any contract,  agreement or
     other  consensual  arrangement  pursuant to which  liability  is assumed or
     imposed with respect to any of the foregoing.

          "Equity Issuance" means any issuance by any Consolidated  Party to any
     Person which is not a Credit Party of (a) shares of its Capital Stock,  (b)
     any shares of its  Capital  Stock  pursuant  to the  exercise of options or
     warrants or (c) any shares of its Capital Stock  pursuant to the conversion
     of any debt securities to equity.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
     amended, and any successor statute thereto, as interpreted by the rules and
     regulations thereunder, all as the same may be in effect from time to time.
     References  to sections of ERISA  shall be  construed  also to refer to any
     successor sections.

          "ERISA  Affiliate"  means an entity which is under common control with
     any Consolidated Party within the meaning of Section  4001(a)(14) of ERISA,
     or is a member of a group which includes any  Consolidated  Party and which
     is treated as a single employer under Sections 414(b) or (c) of the Code.

          "ERISA Event" means (i) with respect to any Plan,  the occurrence of a
     Reportable  Event or the  substantial  cessation of operations  (within the
     meaning  of  Section  4062(e)  of  ERISA);   (ii)  the  withdrawal  by  any
     Consolidated  Party or any ERISA  Affiliate  from a Multiple  Employer Plan
     during a plan year in which it was a substantial  employer (as such term is
     defined in Section  4001(a)(2) of ERISA),  or the termination of a Multiple
     Employer Plan; (iii) the distribution of a notice of intent to terminate or
     the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of
     ERISA;  (iv) the  institution  of  proceedings  to  terminate or the actual
     termination  of a Plan by the PBGC  under  Section  4042 of ERISA;  (v) any
     event or condition  which might  constitute  grounds  under Section 4042 of

                                       9
<PAGE>

     ERISA  for  the  termination  of,  or  the  appointment  of  a  trustee  to
     administer,  any Plan;  (vi) the  complete  or  partial  withdrawal  of any
     Consolidated Party or any ERISA Affiliate from a Multiemployer  Plan; (vii)
     the conditions for imposition of a lien under Section 302(f) of ERISA exist
     with  respect to any Plan;  or (viii) the  adoption of an  amendment to any
     Plan  requiring  the provision of security to such Plan pursuant to Section
     307 of ERISA.

          "Eurodollar  Loan" means any Loan that bears  interest at a rate based
     upon the Eurodollar Rate.

          "Eurodollar  Rate" means,  for any  Interest  Period with respect to a
     Eurodollar  Rate  Loan,  the rate per annum  equal to the  British  Bankers
     Association  LIBOR Rate ("BBA  LIBOR"),  as  published by Reuters (or other
     commercially   available  source  providing  quotations  of  BBA  LIBOR  as
     designated  by the Lender from time to time) at  approximately  11:00 a.m.,
     London time, two Business Days prior to the  commencement  of such Interest
     Period, for Dollar deposits (for delivery on the first day of such Interest
     Period) with a term equivalent to such Interest Period. If such rate is not
     available at such time for any reason,  then the "Eurodollar Rate" for such
     Interest Period shall be the rate per annum  determined by the Lender to be
     the rate at which deposits in Dollars for delivery on the first day of such
     Interest  Period  in  same  day  funds  in the  approximate  amount  of the
     Eurodollar Rate Loan being made,  continued or converted by Bank of America
     and with a term equivalent to such Interest Period would be offered by Bank
     of  America's  London  Branch  to  major  banks  in  the  London  interbank
     eurodollar  market at their  request at  approximately  11:00 a.m.  (London
     time) two Business Days prior to the commencement of such Interest Period.

          "Event of Default" shall have the meaning as defined in Section 9.1.

          "Executive  Officer"  of any Person  means any of the chief  executive
     officer, chief operating officer,  president,  senior vice president, chief
     financial officer or treasurer of such Person.

          "Existing  Letters of Credit" means the letters of credit described by
     date  of  issuance,  letter  of  credit  number,  undrawn  amount,  name of
     beneficiary and the date of expiry on Schedule 1.1(a) attached hereto.

          "Facilities"  shall have the meaning  assigned to such term in Section
     6.16.

          "Fees" means all fees payable pursuant to Section 3.5.

          "Federal  Funds Rate" means,  for any day, the rate per annum equal to
     the weighted average of the rates on overnight  federal funds  transactions
     with  members of the  Federal  Reserve  System  arranged  by federal  funds
     brokers on such day, as published  by the Federal  Reserve Bank of New York
     on the Business Day next succeeding such day; provided that (a) if such day
     is not a Business  Day,  the Federal  Funds Rate for such day shall be such
     rate  on  such  transactions  on  the  next  preceding  Business  Day as so


                                       10
<PAGE>

     published on the next  succeeding  Business Day, and (b) if no such rate is
     so published on such next  succeeding  Business Day, the Federal Funds Rate
     for such day shall be the average rate (rounded upward, if necessary,  to a
     whole  multiple  of  1/100 of 1%)  charged  to  Lender  on such day on such
     transactions as determined by the Lender.

          "First Tier Foreign Subsidiary" means each Foreign Subsidiary which is
     owned directly by a Credit Party.

          "Foreign  Pledge  Agreement"  means any  pledge  agreement  or similar
     document  governed  by laws  other  than the laws of the  state of  Georgia
     entered into by any Credit Party in favor of the Lender, in accordance with
     the terms hereof, as amended, modified,  restated or supplemented from time
     to time.

          "Foreign Subsidiary" means, with respect to any Person, any Subsidiary
     of such Person which is not a Domestic Subsidiary of such Person.

          "Funded  Indebtedness"  means,  with  respect to any  Person,  without
     duplication,  (a) all obligations  (other than Hedging  Agreements) of such
     Person for borrowed money,  (b) all obligations of such Person evidenced by
     bonds,  debentures,  notes or similar  instruments,  or upon which interest
     payments are  customarily  made,  (c) all  obligations of such Person under
     conditional sale or other title retention  agreements  relating to Property
     purchased by such Person (other than customary  reservations  or retentions
     of title under  agreements  with  suppliers  entered  into in the  ordinary
     course of business),  (d) all  obligations of such Person issued or assumed
     as the deferred  purchase  price of Property or services  purchased by such
     Person (other than trade debt  incurred in the ordinary  course of business
     and due within six months of the incurrence  thereof) which would appear as
     liabilities on a balance sheet of such Person in accordance  with GAAP, (e)
     the implied  principal  component of all  obligations  of such Person under
     Capital Leases,  (f) commercial letters of credit and the maximum amount of
     all   performance   and  standby  letters  of  credit  issued  or  bankers'
     acceptances  facilities created for the account of such Person and, without
     duplication, all drafts drawn thereunder (to the extent unreimbursed),  (g)
     all preferred Capital Stock issued by such Person and required by the terms
     thereof to be redeemed,  or for which  mandatory  sinking fund payments are
     due, by a fixed date), (h) the principal portion of all obligations of such
     Person under  Synthetic  Leases,  (i) the aggregate  amount of  uncollected
     accounts  receivable  of such  Person  subject  at  such  time to a sale of
     receivables  (or similar  transaction)  to the extent such  transaction  is
     effected  with  recourse  to such Person  (whether or not such  transaction
     would be reflected on the balance sheet of such Person in  accordance  with
     GAAP),  (j) all Funded  Indebtedness of others secured by (or for which the
     holder of such Funded  Indebtedness  has an existing  right,  contingent or
     otherwise, to be secured by) any Lien on, or payable out of the proceeds of
     production from, Property owned or acquired by such Person,  whether or not
     the  obligations  secured  thereby  have  been  assumed,  (k) all  Guaranty
     Obligations of such Person with respect to Funded  Indebtedness  of another
     Person and (l) the Funded Indebtedness of any partnership or unincorporated
     joint venture in which such Person is a general partner or a joint venturer
     to the extent such Indebtedness is recourse to such Person.

                                       11
<PAGE>

          "GAAP" means generally  accepted  accounting  principles in the United
     States  applied on a  consistent  basis and subject to the terms of Section
     1.3.

          "Governmental  Authority" means the government of the United States or
     any other nation, or of any political subdivision thereof, whether state or
     local, and any agency, authority, instrumentality,  regulatory body, court,
     central bank or other entity exercising executive,  legislative,  judicial,
     taxing,  regulatory or administrative  powers or functions of or pertaining
     to government  (including  any  supra-national  bodies such as the European
     Union or the European Central Bank).

          "Guarantors"  means the Parent,  each of the Domestic  Subsidiaries of
     the  Parent,  each  of the  Domestic  Subsidiaries  of the  Borrower,  each
     Additional  Credit  Party which has executed a Joinder  Agreement,  and any
     other Person who becomes a Guarantor,  together with their  successors  and
     permitted assigns, and "Guarantor " means any one of them.

          "Guaranty  Obligations"  means,  with  respect to any Person,  without
     duplication, any obligations of such Person (other than endorsements in the
     ordinary  course of  business  of  negotiable  instruments  for  deposit or
     collection)  guaranteeing or intended to guarantee any  Indebtedness of any
     other  Person in any manner,  whether  direct or  indirect,  and  including
     without  limitation  any  obligation,  whether  or not  contingent,  (i) to
     purchase  any  such  Indebtedness  or any  Property  constituting  security
     therefor, (ii) to advance or provide funds or other support for the payment
     or  purchase  of any such  Indebtedness  or to  maintain  working  capital,
     solvency or other balance sheet  condition of such other Person  (including
     without limitation keep well agreements,  maintenance  agreements,  comfort
     letters or  similar  agreements  or  arrangements)  for the  benefit of any
     holder of  Indebtedness  of such other  Person,  (iii) to lease or purchase
     Property,  securities or services primarily for the purpose of assuring the
     holder of such  Indebtedness,  or (iv) to otherwise assure or hold harmless
     the holder of such Indebtedness against loss in respect thereof. The amount
     of any Guaranty Obligation  hereunder shall (subject to any limitations set
     forth therein) be deemed to be an amount equal to the outstanding principal
     amount (or maximum  principal  amount,  if larger) of the  Indebtedness  in
     respect of which such Guaranty Obligation is made.

          "Hazardous Materials" means all explosive or radioactive substances or
     wastes and all hazardous or toxic  substances,  wastes or other pollutants,
     including    petroleum    or    petroleum    distillates,    asbestos    or
     asbestos-containing   materials,   polychlorinated  biphenyls,  radon  gas,
     infectious  or  medical  wastes and all other  substances  or wastes of any
     nature regulated pursuant to any Environmental Law.

          "Hedging  Agreements" means any interest rate protection  agreement or
     foreign currency exchange agreement.

          "Honor Date" has the meaning set forth in Section 2.2(c).

          "Immaterial  Foreign  Subsidiary"  means,  at any time, any First Tier
     Foreign  Subsidiary  (i) for  which  the  portion  of  Consolidated  EBITDA
     attributable  to such First Tier Foreign  Subsidiary  does not exceed 5% of


                                       12
<PAGE>

     Consolidated  EBITDA for the most recently ended four fiscal quarter period
     and (ii) for which the portion of Consolidated  EBITDA attributable to such
     First Tier Foreign  Subsidiary,  together with the portion of  Consolidated
     EBITDA  attributable  to all other  First Tier  Foreign  Subsidiaries  with
     respect  to which the  Lender  has not  received a pledge of 66% of Capital
     Stock of such  First  Tier  Foreign  Subsidiaries,  does not  exceed 10% of
     Consolidated EBITDA for the most recently ended four fiscal quarter period.

          "Indebtedness" means, with respect to any Person, without duplication,
     (a) all obligations of such Person for borrowed money,  (b) all obligations
     of  such  Person   evidenced  by  bonds,   debentures,   notes  or  similar
     instruments,  or upon which interest payments are customarily made, (c) all
     obligations of such Person under  conditional sale or other title retention
     agreements  relating  to  Property  purchased  by such  Person  (other than
     customary  reservations  or  retentions  of  title  under  agreements  with
     suppliers  entered  into  in the  ordinary  course  of  business),  (d) all
     obligations of such Person issued or assumed as the deferred purchase price
     of  Property or services  purchased  by such Person  (other than trade debt
     incurred in the  ordinary  course of business  and due within six months of
     the  incurrence  thereof)  which would appear as  liabilities  on a balance
     sheet of such Person,  (e) all obligations of such Person under take-or-pay
     or  similar   arrangements  or  under  commodities   agreements,   (f)  all
     Indebtedness  of  others  secured  by (or  for  which  the  holder  of such
     Indebtedness has an existing right,  contingent or otherwise, to be secured
     by) any Lien  on,  or  payable  out of the  proceeds  of  production  from,
     Property owned or acquired by such Person,  whether or not the  obligations
     secured  thereby have been assumed,  (g) all Guaranty  Obligations  of such
     Person,  (h) the principal  portion of all obligations of such Person under
     Capital   Leases,   (i)  all  obligations  of  such  Person  under  Hedging
     Agreements,  (j) commercial letters of credit and the maximum amount of all
     standby letters of credit issued or bankers' acceptances facilities created
     for the account of such Person and, without  duplication,  all drafts drawn
     thereunder (to the extent  unreimbursed),  (k) the principal portion of all
     obligations  of such  Person  under  Synthetic  Leases,  (l) all  preferred
     Capital Stock issued by such Person and which by the terms thereof could be
     (at the  request  of the  holders  thereof  or  otherwise)  be  subject  to
     mandatory  sinking fund  payments,  redemption or other  acceleration  by a
     fixed date, (m) all obligations of such Person to repurchase any securities
     issued by such  Person at any time on or prior to the  Maturity  Date which
     repurchase  obligations  are related to the  issuance  thereof,  including,
     without   limitation,   obligations   commonly  known  as  residual  equity
     appreciation  potential shares,  (n) the Indebtedness of any partnership or
     unincorporated joint venture in which such Person is a general partner or a
     joint venturer to the extent such  Indebtedness  is recourse to such Person
     and (o) the aggregate  amount of  uncollected  accounts  receivable of such
     Person  subject  at  such  time  to  a  sale  of  receivables  (or  similar
     transaction)  to the extent such  transaction  is effected with recourse to
     such Person  (whether or not such  transaction  would be  reflected  on the
     balance sheet of such Person in accordance with GAAP).

          "Indenture" means that certain Indenture dated as of November 26, 2001
     between the Parent and SunTrust Bank, as trustee, as amended or modified in
     accordance with the terms hereof and thereof.

                                       13
<PAGE>

          "Interest  Payment  Date"  means (a) as to Base Rate  Loans,  the last
     Business Day of each calendar month,  the date of repayment of principal of
     such Loan and the Maturity Date, and (b) as to Eurodollar  Loans,  the last
     day of each applicable  Interest Period, the date of repayment of principal
     of such Loan and the Maturity  Date,  and in addition  where the applicable
     Interest  Period for a Eurodollar  Loan is greater than three months,  then
     also the date three months from the  beginning  of the Interest  Period and
     each three months thereafter.

          "Interest  Period" means,  as to each Eurodollar Rate Loan, the period
     commencing on the date such  Eurodollar Rate Loan is disbursed or converted
     to or continued as a Eurodollar  Rate Loan and ending on the date one, two,
     three or six months  thereafter,  as selected  by the  Borrower in its Loan
     Notice; provided that:

               (a) any Interest Period that would otherwise end on a day that is
          not a Business  Day shall be  extended to the  immediately  succeeding
          Business Day unless such Business Day falls in another calendar month,
          in which  case  such  Interest  Period  shall  end on the  immediately
          preceding Business Day;

               (b) any Interest Period that begins on the last Business Day of a
          calendar  month  (or  on a day  for  which  there  is  no  numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period)  shall end on the last  Business Day of the calendar  month at
          the end of such Interest Period; and

               (c) no Interest  Period with respect to any Revolving  Loan shall
          extend beyond the Maturity Date.

          "Investment"  means (a) the acquisition  (whether for cash,  property,
     services,  assumption of Indebtedness,  securities or otherwise) of assets,
     Capital Stock, bonds,  notes,  debentures,  partnership,  joint ventures or
     other  ownership  interests  or other  securities  of any Person or (b) any
     deposit with, or advance,  loan or other extension of credit to, any Person
     (other  than  deposits  made in  connection  with the  purchase or lease of
     equipment or other assets in the ordinary course of business or the leasing
     of real  property  in the  ordinary  course of  business)  or (c) any other
     capital  contribution  to or investment in any Person,  including,  without
     limitation, any Guaranty Obligations (including any support for a letter of
     credit  issued on behalf of such  Person)  incurred for the benefit of such
     Person.

          "Joinder  Agreement"  means a Joinder  Agreement  substantially in the
     form of Exhibit E hereto,  executed and delivered by an  Additional  Credit
     Party in accordance with the provisions of Section 7.12.

          "Laws" means, collectively, all international, foreign, Federal, state
     and local statutes, treaties, rules, guidelines,  regulations,  ordinances,
     codes and administrative or judicial  precedents or authorities,  including
     the interpretation or administration  thereof by any Governmental Authority
     charged with the enforcement, interpretation or administration thereof, and
     all applicable administrative orders, directed duties, requests,  licenses,


                                       14
<PAGE>

     authorizations  and  permits  of, and  agreements  with,  any  Governmental
     Authority.

          "Lender"  shall have the meaning  assigned to such term in the heading
     hereof.

          "Letter of Credit" means (a) any letter of credit issued by the Lender
     for the account of the Borrower in accordance with the terms of Section 2.2
     and (b) any Existing Letter of Credit.

          "Letter of Credit  Application" means an application and agreement for
     the  issuance or  amendment  of a letter of credit in the form from time to
     time in use by the Lender.

          "Letter of Credit  Expiration  Date" means the day that is thirty days
     prior  to the  Maturity  Date  then in  effect  (or,  if such  day is not a
     Business Day, the next preceding Business Day).

          "Letter of Credit Fee" shall have the meaning assigned to such term in
     Section 3.5(b).

          "Leverage Ratio" means, with respect to the Consolidated  Parties on a
     consolidated  basis for the twelve month  period  ending on the last day of
     any  fiscal  quarter,   the  ratio  of  (a)  Funded   Indebtedness  of  the
     Consolidated Parties on a consolidated basis on the last day of such period
     to (b) Consolidated EBITDA for such period.

          "Lien" means any mortgage, pledge, hypothecation,  assignment, deposit
     arrangement, security interest, encumbrance, lien (statutory or otherwise),
     preference, priority or charge of any kind (including any agreement to give
     any of the  foregoing,  any  conditional  sale  or  other  title  retention
     agreement,  any  financing  or similar  statement or notice filed under the
     Uniform   Commercial  Code  as  adopted  and  in  effect  in  the  relevant
     jurisdiction or other similar recording or notice statute, and any lease in
     the nature thereof).

          "Loan" or "Loans" means Revolving Loans.

          "Loan Notice"  means a written  notice of (a) a borrowing of Revolving
     Loans pursuant to Section  2.1(b)(i),  (b) a conversion Loans from one Type
     to the other,  or (c) an extension of  Eurodollar  Rate Loans,  pursuant to
     Section 3.2, which shall be substantially in the form of Exhibit A.

          "LOC  Commitment"  means the commitment of the Lender to issue Letters
     of  Credit,  and to honor  payment  obligations  under  Letters  of  Credit
     hereunder in an  aggregate  face amount at any time  outstanding  (together
     with the  amounts of any  unreimbursed  drawings  thereon) of up to the LOC
     Committed Amount.

          "LOC  Committed  Amount" means an amount equal to TEN MILLION  DOLLARS
     ($10,000,000).

                                       15
<PAGE>

          "LOC  Documents"  means,  with  respect to any Letter of Credit,  such
     Letter of Credit,  any  amendments  thereto,  any  documents  delivered  in
     connection  therewith,   any  application  therefor,  and  any  agreements,
     instruments,  guarantees or other documents (whether general in application
     or applicable only to such Letter of Credit) governing or providing for (i)
     the rights and obligations of the parties  concerned or at risk or (ii) any
     collateral security for such obligations.

          "LOC  Obligations"  means,  at any  time,  the sum of (i) the  maximum
     amount  which is, or at any time  thereafter  may become,  available  to be
     drawn under Letters of Credit then  outstanding,  assuming  compliance with
     all  requirements  for drawings  referred to in such Letters of Credit plus
     (ii) the aggregate of all Unreimbursed  Amounts that are not converted to a
     Revolving Loan.

          "Management  Shareholder  Group" means (i) John M. Cook, John M. Toma,
     Stanley B. Cohen,  Jonathon Golden, Andy Shultz and Howard Shultz and their
     respective  family members and trusts and/or  partnerships  created for the
     benefit of such family members or for charitable purposes.

          "Material  Adverse Effect" means a material  adverse effect on (i) the
     condition   (financial  or  otherwise),   operations,   business,   assets,
     liabilities  or  prospects  of the Parent and its  Subsidiaries  taken as a
     whole,  (ii) the  ability  of any  Credit  Party to  perform  any  material
     obligation  under the Credit  Documents to which it is a party or (iii) the
     material rights and remedies of the Lender under the Credit Documents.

          "Material  Foreign  Subsidiary"  means,  at any time,  any First  Tier
     Foreign  Subsidiary  of a Credit  Party that is not an  Immaterial  Foreign
     Subsidiary.

          "Maturity Date" means May 26, 2006.

          "Meridian"  means  Meridian  Corporation  Limited  (formerly  known as
     Meridian VAT Corporation Limited), a company incorporated in Jersey.

          "Meridian  Business"  means (i) the Capital  Stock of Meridian and its
     Subsidiaries or (ii) all or substantially all of the assets of Meridian and
     its Subsidiaries.

          "Meridian International" means Meridian VAT Processing (International)
     Limited, a company incorporated in Jersey.

          "Meridian Loan" means the loan by Meridian  International  to Meridian
     in an aggregate amount not to exceed approximately 12,700,000 Euros.

          "Moody's" means Moody's Investors  Service,  Inc., or any successor or
     assignee  of the  business  of  such  company  in the  business  of  rating
     securities.

                                       16
<PAGE>

          "Multiemployer  Plan"  means a Plan which is a  multiemployer  plan as
     defined in Sections 3(37) or 4001(a)(3) of ERISA.

          "Multiple  Employer Plan" means a Plan which any Consolidated Party or
     any ERISA  Affiliate and at least one employer other than the  Consolidated
     Parties or any ERISA Affiliate are contributing sponsors.

          "Net Cash Proceeds" means the aggregate cash proceeds  received by the
     Consolidated  Parties in respect of any Asset Disposition,  Equity Issuance
     or Debt Issuance,  net of (a) direct costs (including,  without limitation,
     legal,  accounting  and  investment  banking fees,  sales  commissions  and
     compensation  related  expenses)  and (b) taxes paid or payable as a result
     thereof;  it being  understood  that "Net  Cash  Proceeds"  shall  include,
     without limitation, cash received upon the sale or other disposition of any
     non-cash  consideration  received by the Consolidated  Parties in any Asset
     Disposition, Equity Issuance or Debt Issuance.

          "Note" means the Revolving Note.

          "Operating  Lease"  means,  as  applied  to  any  Person,   any  lease
     (including,  without  limitation,  leases  which may be  terminated  by the
     lessee at any time) of any Property (whether real, personal or mixed) which
     is not a Capital  Lease  other than any such lease in which that  Person is
     the lessor.

          "Other Taxes" shall have the meaning  assigned to such term in Section
     3.9.

          "Parent" means PRG-Schultz International, Inc., a Georgia corporation,
     together with any successors and permitted assigns.

          "PBGC"  means the Pension  Benefit  Guaranty  Corporation  established
     pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

          "Permitted  Investments"  means  Investments which are either (i) cash
     and Cash Equivalents; (ii) accounts receivable created, acquired or made by
     any  Consolidated  Party in the ordinary  course of business and payable or
     dischargeable in accordance with customary trade terms;  (iii)  Investments
     consisting of Capital  Stock,  obligations,  securities  or other  property
     received by any  Consolidated  Party in settlement  of accounts  receivable
     (created in the ordinary course of business) from bankrupt  obligors;  (iv)
     Investments  existing  as of the  Closing  Date and set  forth in  Schedule
     1.1(b); (v) Guaranty Obligations permitted by Section 8.1; (vi) advances or
     loans to directors,  officers,  employees,  agents,  customers or suppliers
     that do not exceed  $500,000 in the  aggregate at any one time  outstanding
     for all of the Consolidated Parties;  (vii) Investments by one Credit Party
     in another Credit Party (other than the Parent);  (viii) Investments by the
     Borrower  in the Parent in an amount  necessary  to allow the Parent to pay
     regularly  scheduled  interest  payments  on the  Subordinated  Debt;  (ix)


                                       17
<PAGE>

     Investments  in  Foreign  Subsidiaries  of the  Parent in an amount  not to
     exceed  $4,000,000  in  the  aggregate  during  the  term  of  this  Credit
     Agreement;  provided,  however,  that  (a)  such  basket  amount  shall  be
     increased to  $6,000,000  in the  aggregate  during the term of this Credit
     Agreement  following  the delivery of the  Compliance  Certificate  for the
     fiscal  quarter  ended  March 31, 2005 if (x)  Consolidated  EBITDA for the
     three fiscal quarters ended March 31, 2005 is at least  $24,500,000 and (y)
     no Default or Event of Default has  occurred  and is  continuing,  (b) such
     basket amount shall be increased to $6,000,000 in the aggregate  during the
     term of this Credit  Agreement  following  the  delivery of the  Compliance
     Certificate for the fiscal quarter ended June 30, 2005 if (x)  Consolidated
     EBITDA for the four  quarters  ended June 30, 2005 is at least  $30,000,000
     and (y) no Default or Event of Default has occurred and is continuing,  (c)
     such basket  amount  shall be  increased to  $10,000,000  in the  aggregate
     during  the  term  of  this  Credit  Agreement  following  delivery  of the
     Compliance  Certificate  for the fiscal quarter ended September 30, 2005 if
     no Default or Event of Default has occurred and is continuing  and (d) such
     basket amount shall be increased to $15,000,000 in the aggregate during the
     term  of  this  Credit  Agreement  following  delivery  of  the  Compliance
     Certificate  for the fiscal  quarter  ended March 31, 2006 if no Default or
     Event  of  Default  has  occurred  and is  continuing;  provided,  that for
     purposes of calculating Investments in Foreign Subsidiaries for purposes of
     this clause (ix), the actual aggregate  Investments in Foreign Subsidiaries
     shall be  reduced  by an amount  equal to cash  repatriated  to the  United
     States from Meridian;  (x) compensation  advances to commissioned  auditors
     made in the  ordinary  course of  business;  (xi)  Investment  by  Meridian
     International in Meridian in the form of the Meridian Loan; and (xii) other
     loans,  advances  and  Investments  of a  nature  not  contemplated  in the
     foregoing  subsections  in an  amount  not  to  exceed  $1,000,000  in  the
     aggregate at any time outstanding.

          "Permitted Liens" means:

          (i)  Liens  in  favor  of  the  Lender  to  secure  the  Credit  Party
     Obligations;

          (ii) Liens  (other  than Liens  created  or imposed  under  ERISA) for
     taxes,  assessments or governmental  charges or levies not yet due or Liens
     for taxes being  contested  in good faith by  appropriate  proceedings  for
     which  adequate  reserves  determined  in  accordance  with  GAAP have been
     established  (and as to which the Property  subject to any such Lien is not
     yet subject to foreclosure, sale or loss on account thereof);

          (iii)   statutory   Liens  of   landlords   and  Liens  of   carriers,
     warehousemen,  mechanics, materialmen and suppliers and other Liens imposed
     by law or pursuant to customary reservations or retentions of title arising
     in the ordinary  course of business,  provided  that such Liens secure only
     amounts not yet due and payable or, if due and payable,  are unfiled and no
     other  action has been taken to enforce the same or are being  contested in
     good  faith  by  appropriate   proceedings  for  which  adequate   reserves
     determined in accordance with GAAP have been  established  (and as to which
     the  Property  subject to any such Lien is not yet subject to  foreclosure,
     sale or loss on account thereof);

          (iv) Liens (other than Liens created or imposed under ERISA)  incurred
     or  deposits  made by any  Consolidated  Party in the  ordinary  course  of
     business in connection with workers'  compensation,  unemployment insurance
     and  other  types of  social  security,  or to secure  the  performance  of
     tenders,   statutory  obligations,   bids,  leases,  government  contracts,


                                       18
<PAGE>

     performance  and  return-of-money   bonds  and  other  similar  obligations
     (exclusive of obligations for the payment of borrowed money);

          (v) Liens in  connection  with  attachments  or  judgments  (including
     judgment or appeal bonds) provided that the judgments secured shall, within
     30 days after the entry thereof,  have been discharged or execution thereof
     stayed pending appeal,  or shall have been discharged  within 30 days after
     the expiration of any such stay;

          (vi)  easements,   rights-of-way,   restrictions   (including   zoning
     restrictions),  minor defects or  irregularities in title and other similar
     charges or encumbrances not, in any material respect,  impairing the use of
     the encumbered Property for its intended purposes;

          (vii)  Liens  on  Property  of  any  Person  securing  purchase  money
     Indebtedness (including Capital Leases and Synthetic Leases) of such Person
     to the extent  permitted under Section 8.1(c),  provided that any such Lien
     attaches  to such  Property  concurrently  with or within 90 days after the
     acquisition thereof;

          (viii) leases or subleases  granted to others not  interfering  in any
     material respect with the business of any Consolidated Party;

          (ix) normal and  customary  rights of setoff upon  deposits of cash in
     favor of banks or other depository institutions;

          (x) Liens  existing as of the  Closing  Date and set forth on Schedule
     1.1(c);  provided that (a) no such Lien shall at any time be extended to or
     cover any Property other than the Property  subject  thereto on the Closing
     Date and (b) the principal amount of the Indebtedness secured by such Liens
     shall not be extended, renewed, refunded or refinanced;

          (xi) Lien in favor of Meridian  International  on the Capital Stock of
     PRG-Schultz UK Ltd. owned by Tamebond which Lien secures the Meridian Loan;
     and

          (xii)  Liens  on  Property  of  Meridian  or any  of its  Subsidiaries
     securing those obligations of Meridian or any of its Subsidiaries permitted
     under Section 8.1(h).

          "Person"  means any  individual,  partnership,  joint  venture,  firm,
     corporation,   limited  liability  company,  association,  trust  or  other
     enterprise (whether or not incorporated) or any Governmental Authority.

          "Plan" means any employee  benefit plan (as defined in Section 3(3) of
     ERISA) which is covered by ERISA and with respect to which any Consolidated
     Party or any ERISA  Affiliate is (or, if such plan were  terminated at such
     time,  would  under  Section  4069 of ERISA be deemed to be) an  "employer"
     within the meaning of Section 3(5) of ERISA.

          "Pledge  Agreement" means the pledge agreement dated as of the Closing
     Date  executed  in favor of the  Lender by each of the Credit  Parties,  as
     amended, modified, restated or supplemented from time to time.

                                       19
<PAGE>

          "Property"  means  any  interest  in any kind of  property  or  asset,
     whether real, personal or mixed, or tangible or intangible.

          "Receivables" shall have the meaning given such term in the definition
     of "Eligible Receivables".

          "Register" shall have the meaning given such term in Section 10.3(c).

          "Regulation T, U, or X" means Regulation T, U or X,  respectively,  of
     the Board of Governors of the Federal  Reserve  System as from time to time
     in effect and any successor to all or a portion thereof.

          "Related  Parties"  means,  with respect to any Person,  such Person's
     Affiliates and the partners,  directors,  officers,  employees,  agents and
     advisors of such Person and of such Person's Affiliates.

          "Reportable  Event"  means  any of the  events  set  forth in  Section
     4043(c)  of  ERISA,  other  than  those  events  as  to  which  the  notice
     requirement has been waived by regulation.

          "Requirement  of Law" means,  as to any  Person,  the  certificate  of
     incorporation and by-laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator  or a court  or  other  Governmental  Authority,  in  each  case
     applicable  to or binding upon such Person or any of its material  property
     is subject.

          "Restricted  Payment"  means  (i) any  dividend  or other  payment  or
     distribution,  direct or indirect, on account of any shares of any class of
     Capital  Stock of any  Consolidated  Party,  now or  hereafter  outstanding
     (including  without limitation any payment in connection with any merger or
     consolidation  involving  any  Consolidated  Party),  or to the  direct  or
     indirect  holders  of any  shares  of any  class  of  Capital  Stock of any
     Consolidated Party, now or hereafter outstanding, in their capacity as such
     (other than dividends or distributions payable in the same class of Capital
     Stock  of  the  applicable  Person  or to any  Credit  Party  (directly  or
     indirectly through Subsidiaries), (ii) any redemption,  retirement, sinking
     fund or similar payment, purchase or other acquisition for value, direct or
     indirect,  of any shares of any class of Capital Stock of any  Consolidated
     Party,  now or hereafter  outstanding and (iii) any payment made to retire,
     or to obtain the surrender of, any outstanding  warrants,  options or other
     rights to acquire shares of any class of Capital Stock of any  Consolidated
     Party, now or hereafter outstanding.

          "Revolving  Commitment"  means the  obligation  of the  Lender to make
     Revolving Loans to the Borrower pursuant to Section 2.1.

          "Revolving    Committed   Amount"   means   Thirty   Million   Dollars
     ($30,000,000), as such amount may be reduced pursuant to Section 3.4.

                                       20
<PAGE>

          "Revolving  Loans"  shall have the  meaning  assigned  to such term in
     Section 2.1(a).

          "Revolving  Note"  shall  have the  meaning  assigned  to such term in
     Section 3.12.

          "Revolving Obligations" means,  collectively,  the Revolving Loans and
     the LOC Obligations.

          "S&P"  means  Standard & Poor's  Ratings  Group,  a division of McGraw
     Hill,  Inc.,  or any successor or assignee of the business of such division
     in the business of rating securities.

          "Sale  and  Leaseback   Transaction"  means  any  direct  or  indirect
     arrangement  with any  Person  or to  which  any  such  Person  is a party,
     providing  for the  leasing  to any  Consolidated  Party  of any  Property,
     whether  owned by such  Consolidated  Party as of the Closing Date or later
     acquired,  which  has  been  or  is to  be  sold  or  transferred  by  such
     Consolidated  Party to such  Person or to any other  Person from whom funds
     have been,  or are to be,  advanced by such Person on the  security of such
     Property.

          "Security  Agreement"  means the  security  agreement  dated as of the
     Closing Date executed in favor of the Lender by each of the Credit Parties,
     as amended, modified, restated or supplemented from time to time.

          "Ship & Debit  Division"  means the discrete  unit within the Borrower
     responsible  for  providing   revenue   recovery   services  to  electronic
     manufacturers and similar businesses.

          "Single  Employer Plan" means any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

          "Solvent"  or  "Solvency"  means,  with  respect to any Person as of a
     particular  date, that on such date (i) such Person is able to realize upon
     its assets and pay its debts and other liabilities,  contingent obligations
     and other commitments as they mature in the normal course of business, (ii)
     such Person does not intend to, and does not  believe  that it will,  incur
     debts or liabilities  beyond such Person's ability to pay as such debts and
     liabilities  mature in their  ordinary  course,  (iii)  such  Person is not
     engaged in a  business  or a  transaction,  and is not about to engage in a
     business  or  a  transaction,   for  which  such  Person's  Property  would
     constitute unreasonably small capital after giving due consideration to the
     prevailing  practice in the  industry in which such Person is engaged or is
     to engage,  (iv) the fair value of the  Property  of such Person is greater
     than the  total  amount  of  liabilities,  including,  without  limitation,
     contingent  liabilities,  of such Person and (v) the present  fair  salable
     value of the assets of such Person is not less than the amount that will be
     required to pay the probable  liability of such Person on its debts as they
     become  absolute  and  matured.  In  computing  the  amount  of  contingent
     liabilities  at any time,  it is  intended  that such  liabilities  will be
     computed at the amount which,  in light of all the facts and  circumstances
     existing  at such  time,  represents  the  amount  that can  reasonably  be
     expected to become an actual or matured liability.

                                       21
<PAGE>

          "Subordinated  Debt" means the Indebtedness of the Parent evidenced by
     the Indenture in an aggregate principal amount not to exceed $125,000,000.

          "Subsidiary"  means, as to any Person at any time, (a) any corporation
     more than 50% of whose Capital Stock of any class or classes  having by the
     terms thereof ordinary voting power to elect a majority of the directors of
     such corporation (irrespective of whether or not at such time, any class or
     classes of such corporation shall have or might have voting power by reason
     of the happening of any  contingency)  is at such time owned by such Person
     directly  or  indirectly  through  Subsidiaries,  and (b) any  partnership,
     association, joint venture or other entity of which such Person directly or
     indirectly  through  Subsidiaries  owns at such  time  more than 50% of the
     Capital Stock.

          "Synthetic  Lease" means any synthetic lease, tax retention  operating
     lease,  off-balance  sheet  loan or  similar  off-balance  sheet  financing
     product where such  transaction is considered  borrowed money  indebtedness
     for tax purposes but is classified as an Operating Lease.

          "Tamebond" means Tamebond Limited, a U.K. corporation.

          "Taxes" shall have the meaning assigned to such term in Section 3.9.

          "Treasury  Management  Agreement"  means any  agreement  governing the
     provision  of  treasury  or cash  management  services,  including  deposit
     accounts, funds transfer,  automated clearinghouse,  zero balance accounts,
     returned check concentration,  controlled  disbursement,  lockbox,  account
     reconciliation and reporting and trade finance services.

          "Type" means,  with respect to any Loan,  its character as a Base Rate
     Loan or a Eurodollar Rate Loan.

          "U.S. Retail Key Client Claim Retention Rate" means the sum of (i) the
     net-approved claims of the Borrower and its Domestic  Subsidiaries for U.S.
     Retail Key Clients for the most recent  fiscal  quarter and (ii) changes to
     work-in-process  for the Borrower and its  Domestic  Subsidiaries  for U.S.
     Retail Key  Clients  for such  period,  divided by the gross  claims of the
     Borrower and its Domestic Subsidiaries for U.S. Retail Key Clients produced
     during such period.

          "U.S.  Retail Key Client  Effective Fee Rate" means the revenue of the
     Borrower and its Domestic Subsidiaries from the U.S. Retail Key Clients for
     the most  recent  fiscal  quarter as  determined  in  accordance  with GAAP
     divided  by   net-approved   claims  of  the   Borrower  and  its  Domestic
     Subsidiaries for U.S. Retail Key Clients for such period.

          "U.S. Retail Key Client WIP" means the claims in the Claims Management
     System for U.S.  Retail Key Clients not yet  approved  for  invoicing,  but
     presented to the client or vendor awaiting approval.

                                       22
<PAGE>

          "U.S.  Retail Key Clients" means the top 40 retail clients for revenue
     recognized  of the  Borrower  and its  Domestic  Subsidiaries  for the most
     recent fiscal year.

          "Unreimbursed Amount" has the meaning set forth in Section 2.2(c)(i).

          "Unused  Fee" shall have the meaning  assigned to such term in Section
     3.5(a).

          "Unused Fee  Calculation  Period"  shall have the meaning  assigned to
     such term in Section 3.5(a).

          "Unused Revolving  Committed Amount" means, for any period, the amount
     by which (a) the then applicable Revolving Committed Amount exceeds (b) the
     daily  average  sum  for  such  period  of (i)  the  outstanding  aggregate
     principal amount of all Revolving Loans plus (ii) the outstanding aggregate
     principal amount of all LOC Obligations.

          "Voting Stock" means, with respect to any Person, Capital Stock issued
     by such  Person the  holders  of which are  ordinarily,  in the  absence of
     contingencies,  entitled to vote for the election of directors  (or persons
     performing similar  functions) of such Person,  even though the right so to
     vote has been suspended by the happening of such a contingency.

          "Wal-Mart Holdback  Receivables" means those certain Receivables owing
     from  Wal-Mart  Stores,  Inc. with a due date later than one year after the
     invoice date.

          "Wholly Owned  Subsidiary" of any Person means any Subsidiary  100% of
     whose  Voting  Stock  is at the  time  owned  by such  Person  directly  or
     indirectly through other Wholly Owned Subsidiaries.

     1.2 COMPUTATION OF TIME PERIODS.

     For purposes of computation of periods of time  hereunder,  the word "from"
means  "from and  including"  and the words "to" and  "until"  each mean "to but
excluding."

     1.3 ACCOUNTING TERMS.

     Except as otherwise  expressly  provided herein,  all accounting terms used
herein shall be interpreted,  and all financial  statements and certificates and
reports as to financial matters required to be delivered to the Lender hereunder
shall be prepared,  in accordance with GAAP applied on a consistent  basis.  All
calculations  made for the purposes of determining  compliance  with this Credit
Agreement  shall  (except as  otherwise  expressly  provided  herein) be made by
application of GAAP applied on a basis consistent with the most recent annual or
quarterly  financial  statements  delivered  pursuant to Section 7.1;  provided,
however,  if (a) the Credit Parties shall object to determining  such compliance
on such basis at the time of delivery of such  financial  statements  due to any
change in GAAP or the rules  promulgated  with respect thereto or (b) the Lender
shall so object in  writing  within 60 days  after  delivery  of such  financial
statements,  then such calculations shall be made on a basis consistent with the
most recent financial  statements  delivered by the Credit Parties to the Lender
as to which no such objection shall have been made.

                                       23
<PAGE>

     Notwithstanding  the above, the parties hereto  acknowledge and agree that,
for purposes of all calculations made under the financial covenants set forth in
Section 7.11 after any Asset  Disposition  or to determine pro forma  compliance
with  respect to any such Asset  Disposition,  such Asset  Disposition  shall be
deemed  to have  occurred  on the first day of the four  fiscal  quarter  period
immediately  preceding  the date of such Asset  Disposition  and the  applicable
income   statement  items  (whether   positive  or  negative)  and  Indebtedness
attributable  to  the  Person  or  Property  related  to  the  applicable  Asset
Disposition  shall be excluded  (rather than  included)  from such  calculation.
Notwithstanding  the foregoing,  following the disposition of the Communications
Division,  the Meridian  Business (to the extent such disposition is approved in
writing  by the  Lender) or Ship & Debit  Division,  as  applicable,  the income
statement items (whether positive or negative)  attributable to such division or
business  shall be included in the  calculation  of the financial  covenants set
forth in Section  7.11 to the extent  related to any period  applicable  in such
calculation.



                                    SECTION 2

                                CREDIT FACILITIES

     2.1 REVOLVING LOANS.

          (a) Revolving  Commitment.  Subject to the terms and conditions hereof
     and in reliance upon the  representations  and warranties set forth herein,
     the Lender agrees to make available to the Borrower  revolving credit loans
     requested by the Borrower in Dollars  ("Revolving Loans") from time to time
     from the Closing Date until the Maturity  Date, or such earlier date as the
     Revolving  Commitments  shall  have been  terminated  as  provided  herein;
     provided,  however,  that the Revolving  Obligations  outstanding shall not
     exceed the lesser of (i) the Revolving Committed Amount, (ii) the Available
     Revolving  Committed  Amount and (iii) the Borrowing Base.  Revolving Loans
     may  consist  of Base Rate  Loans or  Eurodollar  Loans,  or a  combination
     thereof, as the Borrower may request; provided,  however, that no more than
     eight (8) Eurodollar  Loans shall be outstanding  hereunder at any time (it
     being understood that, for purposes hereof, Eurodollar Loans with different
     Interest Periods shall be considered as separate  Eurodollar Loans, even if
     they  begin  on  the  same  date,  although   borrowings,   extensions  and
     conversions may, in accordance with the provisions  hereof,  be combined at
     the end of existing  Interest  Periods to constitute a new Eurodollar  Loan
     with a single Interest Period). Revolving Loans hereunder may be repaid and
     reborrowed in accordance with the provisions hereof.

          (b) Revolving Loan Borrowings.

               (i) Notice of Borrowing.  The Borrower  shall request a Revolving
          Loan  borrowing  by written  notice  (or  telephonic  notice  promptly
          confirmed  in  writing)  to the  Lender  not  later  than  11:00  A.M.
          (Atlanta, Georgia time) on the Business Day of the requested borrowing


                                       24
<PAGE>

          in the case of Base Rate Loans, and on the third Business Day prior to
          the date of the requested  borrowing in the case of Eurodollar  Loans.
          Each such request for borrowing shall be irrevocable and shall specify
          (A) that a Revolving Loan is requested,  (B) the date of the requested
          borrowing (which shall be a Business Day), (C) the aggregate principal
          amount  to be  borrowed,  and  (D)  whether  the  borrowing  shall  be
          comprised  of Base  Rate  Loans,  Eurodollar  Loans  or a  combination
          thereof, and if Eurodollar Loans are requested, the Interest Period(s)
          therefor.  If the  Borrower  shall  fail to  specify  in any such Loan
          Notice (I) an applicable  Interest  Period in the case of a Eurodollar
          Loan, then such notice shall be deemed to be a request for an Interest
          Period of one month,  or (II) the type of  Revolving  Loan  requested,
          then such notice  shall be deemed to be a request for a Base Rate Loan
          hereunder.

               (ii) Minimum  Amounts.  Each  Revolving  Loan that is a Base Rate
          Loan shall be in a minimum aggregate  principal amount of $100,000 and
          integral  multiples  of $100,000 in excess  thereof (or the  remaining
          amount of the Revolving Committed Amount, if less), and each Revolving
          Loan  that  is a  Eurodollar  Loan  shall  be in a  minimum  aggregate
          principal amount of $1,000,000 and integral multiples of $1,000,000 in
          excess  thereof (or the remaining  amount of the  Revolving  Committed
          Amount, if less).

          (c) Repayment.  The principal  amount of all Revolving  Loans shall be
     due and payable in full on the Maturity  Date,  unless  accelerated  sooner
     pursuant to Section 9.2.

          (d) Interest. Subject to the provisions of Section 3.1,

               (i) Base Rate Loans. During such periods as Revolving Loans shall
          be  comprised  in whole or in part of Base Rate Loans,  such Base Rate
          Loans shall bear  interest  at a per annum rate equal to the  Adjusted
          Base Rate.

               (ii)  Eurodollar  Loans.  During such periods as Revolving  Loans
          shall  be  comprised  in whole or in part of  Eurodollar  Loans,  such
          Eurodollar  Loans shall bear interest at a per annum rate equal to the
          Adjusted Eurodollar Rate.

     Interest on Revolving  Loans shall be payable in arrears on each applicable
     Interest Payment Date (or at such other times as may be specified herein).

          (e) Revolving  Notes.  The Revolving Loans made by the Lender shall be
     evidenced by a duly executed  promissory note of the Borrower to the Lender
     in an original principal amount equal to Revolving  Committed Amount and in
     substantially the form of Exhibit B.

                                       25
<PAGE>

     2.2 LETTER OF CREDIT SUBFACILITY.

          (a) The Letter of Credit Commitment.

               (i) Subject to the terms and  conditions  set forth  herein,  the
          Lender  agrees from time to time on any Business Day during the period
          from the Closing Date to but not  including the Maturity Date to issue
          standby  Letters of Credit in Dollars for the account of the Borrower,
          and to amend or renew  Letters of Credit  previously  issued by it, in
          accordance with subsection (b) below. Within the foregoing limits, and
          subject to the terms and conditions  hereof, the Borrower's ability to
          obtain Letters of Credit shall be fully revolving, and accordingly the
          Borrower may, during the foregoing period, obtain Letters of Credit to
          replace  Letters of Credit  that have  expired or that have been drawn
          upon and reimbursed.

               (ii) The Lender shall be under no  obligation to issue any Letter
          of Credit if:

                    (A) after  giving  effect to such Letter of Credit,  (i) the
               sum of the outstanding  principal  amount of Revolving Loans plus
               the outstanding amount of LOC Obligations would exceed the lesser
               of  (I)  the  Revolving  Committed  Amount,  (II)  the  Available
               Revolving  Committed  Amount and (III) the Borrowing Base or (ii)
               the outstanding  amount of LOC  Obligations  would exceed the LOC
               Committed Amount;

                    (B)  any  order,  judgment  or  decree  of any  Governmental
               Authority or arbitrator with  jurisdiction  over the Lender shall
               by its terms  purport  to  enjoin or  restrain  the  Lender  from
               issuing  such  Letter of  Credit,  or any Law  applicable  to the
               Lender or any  request or  directive  (whether  or not having the
               force of law) from any Governmental  Authority with  jurisdiction
               over the  Lender  shall  prohibit,  or  request  that the  Lender
               refrain from, the issuance of letters of credit generally or such
               Letter of Credit in  particular  or shall  impose upon the Lender
               with respect to such Letter of Credit any restriction, reserve or
               capital  requirement  (for  which  the  Lender  is not  otherwise
               compensated  hereunder)  not in effect on the  Closing  Date,  or
               shall  impose  upon the Lender  any  unreimbursed  loss,  cost or
               expense  which was not  applicable  on the Closing Date and which
               the Lender in good faith deems material to it;

                    (C) the expiry date of such Letter of Credit would occur (x)
               after the date five (5) days  prior to the  Maturity  Date or (y)
               more  than  twelve  months  after  the date of  issuance  or last
               renewal; or

                    (D) the issuance of such Letter of Credit would  violate one
               or more policies of the Lender.

                                       26
<PAGE>

               (iii) The Lender shall be under no obligation to amend any Letter
          of Credit if (A) the Lender would have no  obligation  at such time to
          issue  such  Letter  of  Credit in its  amended  form  under the terms
          hereof,  or (B) the  beneficiary  of such  Letter of  Credit  does not
          accept the proposed amendment to such Letter of Credit.

          (b) Procedures  for Issuance and Amendment of Letters of Credit.  Each
     Letter of Credit  shall be issued or amended,  as the case may be, upon the
     request of the Borrower  delivered to the Lender in the form of a Letter of
     Credit  Application,  appropriately  completed  and signed by an  Executive
     Officer of the Borrower. Such Letter of Credit Application must be received
     by the Lender not later than 11:00 a.m.  (Atlanta,  Georgia  time) at least
     three Business Days (or such later date and time as the Lender may agree in
     a  particular  instance  in its  sole  discretion)  prior  to the  proposed
     issuance  date or date of  amendment,  as the case may be. In the case of a
     request  for an  initial  issuance  of a Letter of Credit,  such  Letter of
     Credit  Application  shall specify in form and detail  satisfactory  to the
     Lender:  (A) the proposed  issuance date of the requested  Letter of Credit
     (which shall be a Business  Day);  (B) the amount  thereof;  (C) the expiry
     date thereof;  (D) the name and address of the beneficiary thereof; (E) the
     documents  to be  presented  by such  beneficiary  in  case of any  drawing
     thereunder;  (F) the full text of any  certificate  to be presented by such
     beneficiary in case of any drawing  thereunder;  and (G) such other matters
     as the  Lender  may  reasonably  require.  In the case of a request  for an
     amendment  of any  outstanding  Letter  of  Credit,  such  Letter of Credit
     Application shall specify in form and detail satisfactory to the Lender (A)
     the Letter of Credit to be  amended;  (B) the  proposed  date of  amendment
     thereof  (which  shall be a Business  Day);  (C) the nature of the proposed
     amendment; and (D) such other matters as the Lender may reasonably require.

          (c) Drawings and Reimbursements.  Upon receipt from the beneficiary of
     any Letter of Credit of any notice of drawing  under such Letter of Credit,
     the Lender shall promptly notify the Borrower thereof. Not later than 11:00
     a.m. (Atlanta, Georgia time) on the date of any payment by the Lender under
     a Letter of Credit (each such date, an "Honor  Date"),  the Borrower  shall
     reimburse the Lender in an amount equal to the amount of such  drawing.  In
     the event the Borrower fails to so reimburse the Lender, the Borrower shall
     be deemed to have requested a borrowing of Revolving  Loans to be disbursed
     on the Honor  Date in an  amount  equal to the  amount of the  unreimbursed
     drawing  (the  "Unreimbursed  Amount"),  without  regard to the minimum and
     multiples  specified in Section 2.1 for the  principal  amount of Revolving
     Loans, but subject to the amount of the unutilized portion of the lesser of
     (i) the Revolving  Committed Amount, (ii) the Available Revolving Committed
     Amount and (iii) the Borrowing Base and the conditions set forth in Section
     5.2 (other than the delivery of a Loan Notice).  If any Unreimbursed Amount
     is not fully  refinanced  by a borrowing  of  Revolving  Loans  because the
     conditions  set forth in Section 5.2 cannot be  satisfied  or for any other
     reason,  the amount of the  Unreimbursed  Amount that is not so  refinanced
     shall bear interest at the Default Rate until reimbursed by the Borrower.

                                       27
<PAGE>

          (d) Obligations Absolute.  The obligation of the Borrower to reimburse
     the Lender for each drawing  under each Letter of Credit shall be absolute,
     unconditional  and  irrevocable,  and shall be paid  strictly in accordance
     with the terms of this Credit Agreement under all circumstances,  including
     the following:

               (i) any lack of  validity  or  enforceability  of such  Letter of
          Credit, this Credit Agreement,  any other Credit Document or any other
          agreement or instrument relating thereto;

               (ii) the existence of any claim,  counterclaim,  set-off, defense
          or other  right that the  Borrower  may have at any time  against  any
          beneficiary  or any transferee of such Letter of Credit (or any Person
          for whom any such  beneficiary or any such  transferee may be acting),
          the Lender or any other Person, whether in connection with this Credit
          Agreement,  the transactions  contemplated hereby or by such Letter of
          Credit  or  any  agreement  or  instrument  relating  thereto,  or any
          unrelated transaction;

               (iii) any draft, demand,  certificate or other document presented
          under such Letter of Credit proving to be forged, fraudulent,  invalid
          or insufficient  in any respect or any statement  therein being untrue
          or inaccurate in any respect; or any loss or delay in the transmission
          or otherwise of any document required in order to make a drawing under
          such Letter of Credit;

               (iv) any  payment  by the  Lender  under  such  Letter  of Credit
          against  presentation of a draft or certificate that does not strictly
          comply with the terms of such Letter of Credit; or any payment made by
          the Lender under such Letter of Credit to any Person  purporting to be
          a  trustee  in  bankruptcy,  debtor-in-possession,  assignee  for  the
          benefit of creditors,  liquidator, receiver or other representative of
          or successor to any  beneficiary  or any  transferee of such Letter of
          Credit,  including any arising in connection with any proceeding under
          any Debtor Relief Law; or

               (v) any other  circumstance or happening  whatsoever,  whether or
          not similar to any of the foregoing,  including any other circumstance
          that might otherwise constitute a defense available to, or a discharge
          of, the Borrower.

     The  Borrower  shall  promptly  examine a copy of each Letter of Credit and
     each  amendment  thereto that is delivered to them and, in the event of any
     claim  of   noncompliance   with  the  Borrower's   instructions  or  other
     irregularity, the Borrower will immediately notify the Lender. The Borrower
     shall be  conclusively  deemed to have  waived any such claim  against  the
     Lender and its correspondents unless such notice is given as aforesaid.


          (e) Role of Lender.  The Borrower  agrees that,  in paying any drawing
     under a Letter of Credit,  the Lender shall not have any  responsibility to
     obtain any document (other than any sight draft, certificates and documents
     expressly  required by the Letter of Credit) or to  ascertain or inquire as


                                       28
<PAGE>

     to the  validity or accuracy of any such  document or the  authority of the
     Person  executing or  delivering  any such  document.  The Borrower  hereby
     assumes all risks of the acts or omissions of any beneficiary or transferee
     with respect to its use of any Letter of Credit;  provided,  however,  that
     this assumption is not intended to, and shall not,  preclude the Borrower's
     pursuing such rights and remedies as they may have against the  beneficiary
     or transferee at law or under any other agreement.  The Lender shall not be
     liable or responsible for (i) any action taken or omitted in the absence of
     gross  negligence  or  willful  misconduct;  or  (ii)  the  due  execution,
     effectiveness,  validity or  enforceability  of any document or  instrument
     related to any Letter of Credit or Letter of Credit Application;  provided,
     however, that anything in such clauses to the contrary notwithstanding, the
     Borrower may have a claim against the Lender,  and the Lender may be liable
     to the Borrower,  to the extent,  but only to the extent, of any direct, as
     opposed to  consequential  or exemplary,  damages  suffered by the Borrower
     which the Borrower  proves were caused by the  Lender's bad faith,  willful
     misconduct or gross negligence or the Lender's willful failure to pay under
     any Letter of Credit after the  presentation  to it by the beneficiary of a
     sight  draft  and  certificate(s)  strictly  complying  with the  terms and
     conditions of a Letter of Credit.  In furtherance  and not in limitation of
     the foregoing, the Lender may accept documents that appear on their face to
     be in order, without responsibility for further  investigation,  regardless
     of any notice or information  to the contrary,  and the Lender shall not be
     responsible for the validity or sufficiency of any instrument  transferring
     or assigning or  purporting to transfer or assign a Letter of Credit or the
     rights or benefits  thereunder  or proceeds  thereof,  in whole or in part,
     which may prove to be invalid or ineffective for any reason.

          (f) Cash Collateral. If, as of the Maturity Date, any Letter of Credit
     may for any reason remain outstanding and partially or wholly undrawn,  the
     Borrower shall immediately Cash  Collateralize the then outstanding  amount
     of all LOC Obligations.  For purposes hereof, "Cash Collateralize" means to
     pledge and deposit with or deliver to the Lender, as collateral for the LOC
     Obligations,  cash or deposit  account  balances in an amount  equal to the
     then outstanding amount of all LOC Obligations pursuant to documentation in
     form and substance  satisfactory  to the Lender.  Derivatives  of such term
     have  corresponding  meanings.  Cash  Collateral  shall  be  maintained  in
     blocked, non-interest bearing deposit accounts with the Lender.

          (g) Applicability of ISP98.  Unless otherwise  expressly agreed by the
     Lender and the Borrower when a Letter of Credit is issued, the rules of the
     "International  Standby  Practices  1998"  published  by the  Institute  of
     International  Banking Law & Practice (or such later version thereof as may
     be in effect at the time of issuance) shall apply to each Letter of Credit.

          (h) Documentary and Processing Charges Payable to Lender. The Borrower
     shall  pay  directly  to the  Lender  for its  own  account  the  customary
     issuance,  presentation,  amendment and other  processing  fees,  and other
     standard  costs and  charges,  of such the  Lender  relating  to letters of
     credit as from time to time in effect.  Such  customary  fees and  standard
     costs and charges are due and payable on demand and are nonrefundable.

                                       29
<PAGE>

          (i) Conflict  with Letter of Credit  Application.  In the event of any
     conflict  between  the terms  hereof  and the terms of any Letter of Credit
     Application, the terms hereof shall control.

          (j) Designation of Subsidiaries  as Account  Parties.  Notwithstanding
     anything  to the  contrary  set forth in this Credit  Agreement,  including
     without  limitation Section 2.2(a), a Letter of Credit issued hereunder may
     contain a statement  to the effect that such Letter of Credit is issued for
     the account of a Subsidiary of the Parent,  provided  that  notwithstanding
     such  statement,  the Borrower  shall be the actual  account  party for all
     purposes  of this  Credit  Agreement  for such  Letter of  Credit  and such
     statement  shall  not  affect  the  Borrower's  reimbursement   obligations
     hereunder with respect to such Letter of Credit.


                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

     3.1 DEFAULT RATE.

     Upon the occurrence,  and during the  continuance,  of an Event of Default,
the principal of and, to the extent permitted by law,  interest on the Loans and
any other amounts owing hereunder or under the other Credit Documents shall bear
interest,  payable on demand, at a per annum rate 2% greater than the rate which
would  otherwise be applicable (or if no rate is applicable,  whether in respect
of interest, fees or other amounts, then the Adjusted Base Rate plus 2%).

     3.2 EXTENSION AND CONVERSION.

     The Borrower shall have the option, on any Business Day, to extend existing
Loans into a subsequent  permissible  Interest  Period or to convert  Loans into
Loans of another  interest  rate  type;  provided,  however,  that (i) except as
provided in Section 3.8,  Eurodollar Loans may be converted into Base Rate Loans
or extended as Eurodollar Loans for new Interest Periods only on the last day of
the Interest Period applicable  thereto,  (ii) Eurodollar Loans may be extended,
and  Base  Rate  Loans  may be  converted  into  Eurodollar  Loans,  only if the
conditions  precedent  set forth in  Section  5.2 are  satisfied  on the date of
extension or conversion,  (iii) Loans extended as, or converted into, Eurodollar
Loans shall be subject to the terms of the  definition of "Interest  Period" set
forth in Section 1.1 and shall be in such  minimum  amounts as provided in, with
respect to  Revolving  Loans,  Section  2.1(b)(ii),  (iv) no more than eight (8)
Eurodollar Loans shall be outstanding hereunder at any time (it being understood
that, for purposes  hereof,  Eurodollar  Loans with different  Interest  Periods
shall be considered as separate Eurodollar Loans, even if they begin on the same
date,  although  borrowings,  extensions and conversions may, in accordance with
the provisions  hereof,  be combined at the end of existing  Interest Periods to
constitute  a new  Eurodollar  Loan with a single  Interest  Period) and (v) any
request for  extension or  conversion  of a Eurodollar  Loan which shall fail to
specify  an  Interest  Period  shall be deemed to be a request  for an  Interest
Period of one month.  Each such extension or conversion shall be effected by the
Borrower by giving a Loan Notice (or  telephonic  notice  promptly  confirmed in
writing) to the Lender prior to 11:00 a.m. (Atlanta,  Georgia time) on the third
Business  Day  prior  to the  date  of the  proposed  extension  or  conversion,
specifying the date of the proposed extension or conversion,  the Loans to be so
extended  or  converted,  the types of Loans  into  which  such  Loans are to be
converted  and, if  appropriate,  the applicable  Interest  Periods with respect
thereto. Each request for extension or conversion shall be irrevocable and shall


                                       30
<PAGE>

constitute  a  representation  and  warranty  by the  Borrower  of  the  matters
specified in subsections (b), (c), (d), (e) and (f) of Section 5.2. In the event
the Borrower fails to request  extension or conversion of any Eurodollar Loan in
accordance  with  this  Section,  or any such  conversion  or  extension  is not
permitted  or  required  by this  Section,  then such  Eurodollar  Loan shall be
automatically  converted into a Base Rate Loan at the end of the Interest Period
applicable thereto.

     3.3 PREPAYMENTS.

          (a) Voluntary Prepayments. The Borrower shall have the right to prepay
     Revolving Loans in whole or in part from time to time;  provided,  that (i)
     Eurodollar  Loans may not be prepaid  other than at the end of the Interest
     Period applicable  thereto and only then upon notice by the Borrower to the
     Lender  (which  may be given by  telephone)  by no later  than  11:00  a.m.
     (Atlanta,  Georgia time) at least three  Business Days' prior to the day of
     the  requested  prepayment,  (ii) Base Rate  Loans  may be  prepaid  by the
     Borrower  giving  notice to the Lender (which may be given by telephone) no
     later than 11:00 a.m. (Atlanta,  Georgia time) on the date of the requested
     prepayment and (iii) each partial prepayment of Loans shall be in a minimum
     principal  amount of $100,000  and integral  multiples of $100,000,  in the
     case of Base Rate Loans,  and $100,000 and integral  multiples of $100,000,
     in the case of Eurodollar  Loans.  Subject to the foregoing terms,  amounts
     prepaid  under this  Section  3.3(a)  shall be applied as the  Borrower may
     elect;  provided  that  if  the  Borrower  fails  to  specify  a  voluntary
     prepayment  then such  prepayment  shall be applied to Revolving  Loans, in
     each case first to Base Rate Loans and then to  Eurodollar  Loans in direct
     order of Interest Period  maturities.  All  prepayments  under this Section
     3.3(a) shall be subject to Section 3.11, but otherwise  without  premium or
     penalty.

          (b) Mandatory Prepayments.

               (i) Revolving  Committed Amount. If at any time (A) the Revolving
          Obligations  then  outstanding  shall  exceed  the  lesser  of (I) the
          Revolving  Committed Amount,  (II) the Available  Revolving  Committed
          Amount and (III) the Borrowing Base or (B) the aggregate amount of LOC
          Obligations  outstanding  shall exceed the LOC Committed  Amount,  the
          Borrower shall  immediately make payment on the Loans and/or to a cash
          collateral  account in respect  of the LOC  Obligations,  in an amount
          sufficient to eliminate such excess.

               (ii) Asset Disposition. The Borrower shall immediately prepay the
          Loans in an aggregate  amount equal to one hundred  percent  (100%) of
          the Net Cash Proceeds of any Asset  Disposition  (other than any Asset
          Disposition permitted by Section 8.5(i), (ii), (iii), (iv) or (v)) (to
          be applied as set forth in Section 3.3(c) below).

                                       31
<PAGE>

               (iii) Equity Issuance. Immediately upon receipt by a Credit Party
          or any of its  Subsidiaries  (other than the Parent) of proceeds  from
          any  Equity  Issuance,  the  Borrower  shall  prepay  the  Loans in an
          aggregate amount equal to 100% of the Net Cash Proceeds of such Equity
          Issuance to the Lender (such  prepayment to be applied as set forth in
          Section 3.3(c) below).

               (iv) Debt Issuance. Immediately upon receipt by a Credit Party or
          any of its  Subsidiaries  of  proceeds  from  any Debt  Issuance,  the
          Borrower  shall prepay the Loans in an aggregate  amount equal to 100%
          of the Net Cash  Proceeds of such Debt  Issuance  to the Lender  (such
          prepayment to be applied as set forth in Section 3.3(c) below).

          (c) Application of Mandatory  Prepayments.  All amounts required to be
     paid  pursuant  to Section  3.3(b)  shall be applied as  follows:  (i) with
     respect to all amounts prepaid pursuant to Section 3.3(b)(i),  first to the
     Revolving  Loans and  second to a cash  collateral  account  to secure  LOC
     Obligations  and (ii)  with  respect  to all  amounts  required  to be paid
     pursuant  to Section  3.3(b)(ii),  (iii) and (iv),  first to the  Revolving
     Loans (with a corresponding  permanent reduction in the Revolving Committed
     Amount) and second to cash  collateral  account to secure LOC  Obligations.
     Within the  parameters  of the  applications  set forth above,  prepayments
     shall be applied first to Base Rate Loans and then to  Eurodollar  Loans in
     direct order of Interest  Period  maturities.  All  prepayments  under this
     Section 3.3(c) shall be subject to Section 3.11.

     3.4 TERMINATION AND REDUCTION OF REVOLVING COMMITTED AMOUNT.

          (a)  Revolving  Commitment.   The  Borrower  may  from  time  to  time
     permanently reduce or terminate the Revolving  Committed Amount in whole or
     in  part  (in  minimum  aggregate  amounts  of  $5,000,000  or in  integral
     multiples of $1,000,000 in excess  thereof (or, if less, the full remaining
     amount  of the  then  applicable  Revolving  Committed  Amount)  upon  five
     Business Days' prior written notice to the Lender;  provided, that, no such
     termination  or  reduction  shall be made which would  cause the  Revolving
     Obligations outstanding to exceed the lesser of (A) the Revolving Committed
     Amount, (B) the Available  Revolving Committed Amount and (C) the Borrowing
     Base,  unless,  concurrently with such termination or reduction,  the Loans
     are repaid to the extent necessary to eliminate such excess.

          (b) Mandatory  Reductions.  On any date that the  Revolving  Loans are
     required to be prepaid pursuant to Sections 3.3(b)(ii),  (iii) or (iv), the
     Revolving  Committed Amount  automatically  shall be permanently reduced by
     the amount of such required prepayment and/or reduction.

          (c) Available  Revolving  Committed Amount. If the Revolving Committed
     Amount is reduced below the Available  Revolving  Committed Amount pursuant
     to Section 3.4(a) or (b), the Available  Revolving  Committed  Amount shall
     immediately be reduced in an amount necessary to eliminate such excess.

                                       32
<PAGE>

     3.5 FEES.

          (a) Unused Fee. In consideration  of the Revolving  Commitments of the
     Lender  hereunder,  the  Borrower  agrees  to pay to the  Lender a fee (the
     "Unused  Fee") equal to 0.50% per annum on the Unused  Revolving  Committed
     Amount for each day during the  applicable  Unused Fee  Calculation  Period
     (hereinafter  defined).  The  Unused  Fee shall  commence  to accrue on the
     Closing  Date and shall be due and payable in arrears on the last  business
     day of each March,  June,  September  and  December  (and any date that the
     Revolving  Committed  Amount is reduced as  provided in Section 3.4 and the
     Maturity Date) for the immediately  preceding  quarter (or portion thereof)
     (each such  quarter or portion  thereof for which the Unused Fee is payable
     hereunder being herein referred to as an "Unused Fee Calculation  Period"),
     beginning with the first of such dates to occur after the Closing Date.

          (b) Letter of Credit Fees. In consideration of the issuance of Letters
     of Credit hereunder,  the Borrower promises to pay to the Lender a fee (the
     "Letter of Credit Fee") on the average daily maximum amount available to be
     drawn  under each such  Letter of Credit  computed  at a per annum rate for
     each  day  from the date of  issuance  to the date of  expiration  equal to
     3.00%. The Letter of Credit Fee will be payable quarterly in arrears on the
     last  Business  Day of each March,  June,  September  and  December for the
     immediately preceding quarter (or a portion thereof).

     3.6 INCREASE COST AND REDUCED RETURN; CAPITAL ADEQUACY.

     (a) If the Lender determines that as a result of the introduction of or any
change  in or in the  interpretation  of any  Law,  or the  Lender's  compliance
therewith,  there shall be any increase in the cost to the Lender of agreeing to
make or making,  funding or maintaining Eurodollar Loans or (as the case may be)
issuing  Letters of Credit,  or a reduction in the amount received or receivable
by the Lender in connection with any of the foregoing (excluding for purposes of
this  subsection (a) any such increased  costs or reduction in amount  resulting
from (i) Taxes or Other Taxes (as to which  Section  3.1 shall  govern) and (ii)
changes in the basis of taxation of overall net income or overall  gross  income
by the United States or any foreign jurisdiction or any political subdivision of
either  thereof  under the Laws of which  the  Lender  is  organized  or has its
lending office),  then from time to time upon demand of the Lender, the Borrower
shall pay to the Lender such  additional  amounts as will  compensate the Lender
for such increased cost or reduction;  provided,  however,  that no such amounts
shall be payable  hereunder  with respect to an increase in costs  incurred more
than one (1) year  before the Lender  demands  compensation  under this  Section
3.6(a).

     (b) If the Lender  determines  that the  introduction  of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, in each
case after the date hereof,  or compliance by the Lender (or its lending office)
therewith,  has the effect of reducing  the rate of return on the capital of the
Lender  or any  corporation  controlling  the  Lender  as a  consequence  of the
Lender's  obligations  hereunder  (taking into  consideration  its policies with
respect to capital  adequacy and the Lender's  desired return on capital),  then
from  time to time upon  demand of the  Lender,  the  Borrower  shall pay to the
Lender such additional amounts as will compensate the Lender for such reduction;


                                       33
<PAGE>

provided,  however, that no such amounts shall be payable hereunder with respect
to a  reduction  in rate of return  incurred  more than one (1) year  before the
Lender demands compensation under this Section 3.6(b).

     3.7 INABILITY TO DETERMINE RATES.

     If the Lender  determine that for any reason in connection with any request
for a Eurodollar Loan or a conversion to or continuation thereof that (a) Dollar
deposits  are not being  offered  to banks in the  London  interbank  eurodollar
market for the applicable  amount and Interest Period of such  Eurodollar  Loan,
(b) adequate and reasonable  means do not exist for  determining  the Eurodollar
Rate for any  requested  Interest  Period with respect to a proposed  Eurodollar
Loan , or (c) the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to
the  Lender of  funding  such  Loan,  the  Lender  will  promptly  so notify the
Borrower.  Thereafter,  the  obligation  of  the  Lender  to  make  or  maintain
Eurodollar  Loans shall be suspended until the Lender revokes such notice.  Upon
receipt of such  notice,  the  Borrower  may revoke any  pending  request  for a
Borrowing of,  conversion to or  continuation  of Eurodollar  Loans or,  failing
that,  will be deemed  to have  converted  such  request  into a  request  for a
Borrowing of Base Rate Loans in the amount specified therein.

     3.8 ILLEGALITY.

     Notwithstanding  any other  provision  herein,  if the  adoption  of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring  after the Closing  Date shall make it unlawful for the Lender to make
or maintain  Eurodollar Loans as contemplated by this Credit Agreement,  (a) the
Lender shall promptly give written notice of such  circumstances to the Borrower
(which notice shall be withdrawn  whenever such  circumstances no longer exist),
(b) the commitment of the Lender  hereunder to make Eurodollar  Loans,  continue
Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans, shall
forthwith be canceled and, until such time as it shall no longer be unlawful for
the Lender to make or maintain  Eurodollar  Loans,  the Lender shall then have a
commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and
(c) the Lender's Loans then  outstanding as Eurodollar  Loans,  if any, shall be
converted  automatically  to Base Rate Loans on the respective  last days of the
then current  Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto,  the Borrower  shall pay to the Lender such amounts,  if any, as may be
required pursuant to Section 3.13.

     3.9 TAXES.

     (a) Any and all  payments by any Credit  Party to or for the account of the
Lender hereunder or under any other Credit Document shall be made free and clear
of and  without  deduction  for any and all  present  or future  taxes,  duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and all liabilities with respect thereto, excluding taxes imposed on or measured
by the Lender's  overall net income,  and  franchise or similar taxes imposed on
the  Lender  (in  lieu  of,  or in  addition  to,  net  income  taxes),  by  the
jurisdiction (or any political  subdivision thereof) under the Laws of which the
Lender is organized or maintains a lending office (all such non-excluded  taxes,
duties, levies, imposts, deductions,  assessments, fees, withholdings or similar


                                       34
<PAGE>

charges,  and  liabilities  being  hereinafter  referred to as "Taxes").  If any
Credit  Party  shall be  required  by any Laws to deduct  any  Taxes  from or in
respect of any sum payable under any Credit Document to the Lender,  (i) the sum
payable  shall be  increased  as  necessary  so that after  making all  required
deductions  (including  deductions  applicable to additional  sums payable under
this  Section),  the Lender  receives  an amount  equal to the sum it would have
received  had no such  deductions  been made,  (ii) such Credit Party shall make
such  deductions,  (iii) such Credit Party shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws,  and (iv) within thirty days after the date of such  payment,  such Credit
Party shall furnish to the Lender the original or a certified  copy of a receipt
evidencing  payment thereof or, if no such receipt is available,  other evidence
of payment reasonably satisfactory to the Lender.

     (b) In addition,  the Borrower  agrees to pay any and all present or future
stamp,  court or  documentary  taxes and any other  excise or property  taxes or
charges or similar  levies  which arise from any  payment  made under any Credit
Document  or  from  the  execution,   delivery,   performance,   enforcement  or
registration of, or otherwise with respect to, any Credit Document  (hereinafter
referred to as "Other Taxes").

     (c) The Borrower  agrees to indemnify the Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by
any jurisdiction on amounts payable under this Section) paid by the Lender,  and
(ii)  any  liability  (including  additions  to  tax,  penalties,  interest  and
expenses) arising therefrom or with respect thereto, in each case whether or not
such Taxes or Other Taxes were  correctly or legally  imposed or asserted by the
relevant Governmental Authority. Payment under this subsection (c) shall be made
within thirty days after the date the Lender makes a demand therefor.

     3.10 COMPENSATION.

     Upon demand of the Lender from time to time,  the Borrower  shall  promptly
compensate  the Lender for and hold the Lender  harmless from any loss,  cost or
expense (other than the loss of anticipated  profit)  incurred by it as a result
of:

          (a) any  continuation,  conversion,  payment or prepayment of any Loan
     other  than a Base  Rate  Loan on a day  other  than  the  last  day of the
     Interest Period for such Loan (whether voluntary,  mandatory, automatic, by
     reason of acceleration, or otherwise); or

          (b) any failure by the  Borrower  (for a reason other than the failure
     of the Lender to make a Loan) to prepay,  borrow,  continue  or convert any
     Loan other than a Base Rate Loan on the date or in the amount  notified  by
     the Borrower;

including any loss or expense  arising from the  liquidation or  reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were  obtained.  The Borrower  shall also pay any
customary  administrative  fees  charged  by the Lender in  connection  with the
foregoing.  For purposes of calculating  amounts  payable by the Borrower to the


                                       35
<PAGE>

Lender under this Section  3.10,  the Lender shall be deemed to have funded each
Eurodollar  Loan  made by it at the  Interbank  Offered  Rate for such Loan by a
matching deposit or other borrowing in the applicable  offshore Dollar interbank
market for a comparable amount and for a comparable period,  whether or not such
Eurodollar Loan was in fact so funded.

     3.11 PAYMENTS, COMPUTATIONS, ETC.

     Except as otherwise  specifically  provided herein,  all payments hereunder
shall be made to the Lender in Dollars in immediately  available funds,  without
condition or deduction for any counterclaim,  defense,  recoupment or setoff not
later  than 2:00 p.m.  (Atlanta,  Georgia  time) on the date when due.  Payments
received  after  such time  shall be deemed  to have been  received  on the next
succeeding  Business  Day. The Lender may (but shall not be obligated  to) debit
the amount of any such  payment  which is not made by such time to any  ordinary
deposit  account of the Borrower or any other Credit Party  maintained  with the
Lender (with notice to the  Borrower or such other Credit  Party).  The Borrower
shall, at the time it makes any payment under this Credit Agreement,  specify to
the Lender the Loans, LOC Obligations,  Fees,  interest or other amounts payable
by the Borrower  hereunder to which such payment is to be applied.  Whenever any
payment  hereunder  shall be stated  to be due on a day which is not a  Business
Day, the due date thereof shall be extended to the next succeeding  Business Day
(subject  to accrual  of  interest  and Fees for the period of such  extension),
except that in the case of Eurodollar  Loans,  if the extension  would cause the
payment to be made in the next following calendar month, then such payment shall
instead be made on the next preceding Business Day. Except as expressly provided
otherwise  herein,  all  computations  of interest and fees shall be made on the
basis of actual  number of days  elapsed  over a year of 360 days,  except  with
respect to  computation of interest on Base Rate Loans which shall be calculated
based on a year of 365 or 366 days, as  appropriate.  Interest shall accrue from
and include the date of borrowing, but exclude the date of payment.

     3.12 EVIDENCE OF DEBT.

     The Loans and  issuances  of Letters of Credit made by the Lender  shall be
evidenced  by one or more  accounts or records  maintained  by the Lender in the
ordinary  course of business.  The accounts or records  maintained by the Lender
shall be prima facie  evidence of the  existence  of the amount of the Loans and
issuances  of  Letters  of Credit  made by the  Lender to the  Borrower  and the
interest and payments thereon. Any failure to so record or any error in doing so
shall not,  however,  limit or otherwise  affect the  obligation of the Borrower
hereunder to pay any amount owing with respect to the Credit Party  Obligations.
The Borrower  shall execute and deliver to the Lender a promissory  note,  which
shall evidence the Revolving Loans in addition to such accounts or records.  The
promissory  note shall be in the form of Exhibit B (the "Revolving  Note").  The
Lender may attach  schedules to the Revolving Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

     3.13 MITIGATION.

     The Lender shall use reasonable  efforts to avoid or mitigate any increased
cost or suspension of  availability  of an interest rate under Section 3.6, 3.7,
3.8 and 3.9 to the greatest extent practicable (including transferring the Loans


                                       36
<PAGE>

to another lending officer or affiliate of the Lender) unless, in the opinion of
the  Lender,  such  efforts  would be likely to have an adverse  effect upon the
Lender.


                                    SECTION 4

                                    GUARANTY

     4.1 THE GUARANTY.

     Each of the  Guarantors  hereby  jointly and  severally  guarantees  to the
Lender,  each  Affiliate  of the Lender that enters into a Hedging  Agreement or
Treasury  Management  Agreement,  and the  Lender as  hereinafter  provided,  as
primary  obligor  and not as  surety,  the prompt  payment  of the Credit  Party
Obligations  in full  when due  (whether  at  stated  maturity,  as a  mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance  with the terms thereof.  The  Guarantors  hereby further
agree that if any of the Credit Party  Obligations are not paid in full when due
(whether at stated maturity,  as a mandatory prepayment,  by acceleration,  as a
mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally,  promptly pay the same, without any demand or notice whatsoever,  and
that in the case of any  extension  of time of  payment or renewal of any of the
Credit  Party  Obligations,  the same  will be  promptly  paid in full  when due
(whether at extended maturity, as a mandatory prepayment, by acceleration,  as a
mandatory cash  collateralization  or otherwise) in accordance with the terms of
such extension or renewal.

     Notwithstanding  any provision to the contrary  contained  herein or in any
other  of the  Credit  Documents,  Hedging  Agreements  or  Treasury  Management
Agreements,  the obligations of each Guarantor  under this Credit  Agreement and
the other Credit  Documents shall be limited to an aggregate amount equal to the
largest amount that would not render such obligations subject to avoidance under
the Debtor Relief Laws or any comparable provisions of any applicable state law.

     4.2 OBLIGATIONS UNCONDITIONAL.

     The obligations of the Guarantors  under Section 4.1 are joint and several,
absolute and unconditional,  irrespective of the value,  genuineness,  validity,
regularity or enforceability of any of the Credit Documents,  Hedging Agreements
or Treasury Management Agreements, or any other agreement or instrument referred
to therein,  or any substitution,  release,  impairment or exchange of any other
guarantee of or security for any of the Credit  Party  Obligations,  and, to the
fullest  extent   permitted  by  applicable  law,   irrespective  of  any  other
circumstance  whatsoever  which might otherwise  constitute a legal or equitable
discharge  or  defense  of a surety or  guarantor,  it being the  intent of this
Section 4.2 that the  obligations of the Guarantors  hereunder shall be absolute
and unconditional  under any and all  circumstances.  Each Guarantor agrees that
such Guarantor shall have no right of subrogation,  indemnity,  reimbursement or
contribution  against the Borrower or any other Guarantor for amounts paid under
this Section 4 until such time as the Lender (and any  Affiliates  of the Lender
entering into Hedging  Agreements or Treasury  Management  Agreements)  has been
paid in full, all Commitments  under this Credit  Agreement have been terminated


                                       37
<PAGE>

and no Person or  Governmental  Authority  shall have any right to  request  any
return or  reimbursement  of funds from the  Lender in  connection  with  monies
received under the Credit Documents,  Hedging Agreements or Treasury  Management
Agreements. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following  shall not alter or impair the  liability of any  Guarantor  hereunder
which shall remain absolute and unconditional as described above:

          (a) at any time or from time to time, without notice to any Guarantor,
     the time for any  performance of or compliance with any of the Credit Party
     Obligations  shall be extended,  or such performance or compliance shall be
     waived;

          (b) any of the acts  mentioned in any of the  provisions of any of the
     Credit Documents,  any Hedging Agreement, any Treasury Management Agreement
     or any other agreement or instrument  referred to in the Credit  Documents,
     Hedging  Agreements  or  Treasury  Management  Agreements  shall be done or
     omitted;

          (c) the  maturity  of any of the  Credit  Party  Obligations  shall be
     accelerated,  or any of the Credit  Party  Obligations  shall be  modified,
     supplemented  or  amended  in any  respect,  or any right  under any of the
     Credit Documents,  any Hedging Agreement, any Treasury Management Agreement
     or any other agreement or instrument  referred to in the Credit  Documents,
     Hedging Agreements or Treasury Management Agreements shall be waived or any
     other  guarantee  of any of the Credit  Party  Obligations  or any security
     therefor  shall be  released,  impaired or exchanged in whole or in part or
     otherwise dealt with;

          (d) any Lien  granted to, or in favor of, the Lender as  security  for
     any of the Credit Party  Obligations  shall fail to attach or be perfected;
     or

          (e) any of the Credit Party Obligations shall be determined to be void
     or voidable (including, without limitation, for the benefit of any creditor
     of any  Guarantor)  or shall be  subordinated  to the  claims of any Person
     (including, without limitation, any creditor of any Guarantor).

With respect to its  obligations  hereunder,  each  Guarantor  hereby  expressly
waives  diligence,  presentment,  demand of  payment,  protest  and all  notices
whatsoever,  and any  requirement  that the Lender  exhaust any right,  power or
remedy or proceed  against  any Person  under any of the Credit  Documents,  any
Hedging Agreement,  any Treasury Management  Agreement or any other agreement or
instrument  referred to in the Credit Documents,  Hedging Agreements or Treasury
Management Agreements, or against any other Person under any other guarantee of,
or security for, any of the Credit Party Obligations.

     4.3 REINSTATEMENT.

     The   obligations  of  the  Guarantors   under  this  Section  4  shall  be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf  of any  Person in  respect  of the  Credit  Party  Obligations  is
rescinded or must be otherwise restored by any holder of any of the Credit Party
Obligations,   whether  as  a  result  of  any   proceedings  in  bankruptcy  or


                                       38
<PAGE>

reorganization  or otherwise,  and each Guarantor  agrees that it will indemnify
the Lender on demand for all reasonable costs and expenses  (including,  without
limitation,  reasonable fees and expenses of counsel)  incurred by the Lender in
connection with such  rescission or  restoration,  including any such reasonable
costs and expenses  incurred in defending  against any claim  alleging that such
payment  constituted a preference,  fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

     4.4 CERTAIN ADDITIONAL WAIVERS.

     Each Guarantor  agrees that such Guarantor  shall have no right of recourse
to security for the Credit  Party  Obligations,  except  through the exercise of
rights of subrogation pursuant to Section 4.2 and through the exercise of rights
of contribution pursuant to Section 4.6.

     4.5 REMEDIES.

     The  Guarantors  agree that,  to the fullest  extent  permitted  by law, as
between the Guarantors,  on the one hand, and the Lender, on the other hand, the
Credit  Party  Obligations  may be declared to be  forthwith  due and payable as
provided in Section 9.2 (and shall be deemed to have  become  automatically  due
and payable in the  circumstances  provided in said Section 9.2) for purposes of
Section 4.1 notwithstanding any stay, injunction or other prohibition preventing
such  declaration  (or  preventing  the Credit Party  Obligations  from becoming
automatically  due and  payable)  as against any other  Person and that,  in the
event of such declaration (or the Credit Party  Obligations being deemed to have
become automatically due and payable),  the Credit Party Obligations (whether or
not due and payable by any other Person) shall forthwith  become due and payable
by the Guarantors for purposes of Section 4.1. The  Guarantors  acknowledge  and
agree that their obligations  hereunder are secured in accordance with the terms
of the  Security  Agreement,  the  Pledge  Agreement  and the  other  Collateral
Documents and that the Lender may exercise its remedies thereunder in accordance
with the terms thereof.

     4.6 RIGHTS OF CONTRIBUTION.

     The Guarantors  hereby agree as among  themselves  that, in connection with
payments made hereunder,  each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Law. Such contribution rights
shall be  subordinate  and  subject  in right of  payment  to the  Credit  Party
Obligations   until  such  time  as  the  Credit  Party  Obligations  have  been
irrevocably paid in full and the commitments relating thereto shall have expired
or  been  terminated,  and  none  of the  Guarantors  shall  exercise  any  such
contribution  rights until the Credit Party  Obligations  have been  irrevocably
paid in full and the  commitments  relating  thereto  shall have expired or been
terminated.

     4.7 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

     The  guarantee  in this  Section  4 is a  guaranty  of  payment  and not of
collection,  is a  continuing  guarantee,  and shall  apply to all Credit  Party
Obligations whenever arising.




                                       39
<PAGE>

                                    SECTION 5

                                   CONDITIONS

     5.1 CLOSING CONDITIONS.

     The  obligation  of the Lender to enter into this Credit  Agreement  and to
make the initial Loans or to issue the initial Letter of Credit, whichever shall
occur first,  shall be subject to satisfaction  of the following  conditions (in
form and substance acceptable to the Lender in its reasonable discretion):

          (a) Executed Credit Documents.  Receipt by the Lender of duly executed
     copies of: (i) this Credit  Agreement,  (ii) the Note, (iii) the Collateral
     Documents and (iv) all other Credit  Documents,  each in form and substance
     acceptable to the Lender in its reasonable discretion.

          (b) Corporate Documents. Receipt by the Lender of the following:

               (i) Charter Documents.  Copies of the articles or certificates of
          incorporation  or  other  charter   documents  of  each  Credit  Party
          certified  to  be  true  and  complete  as of a  recent  date  by  the
          appropriate  Governmental Authority of the state or other jurisdiction
          of  its  incorporation  and  certified  by a  secretary  or  assistant
          secretary  of such  Credit  Party  to be true  and  correct  as of the
          Closing Date.

               (ii) Bylaws.  A copy of the bylaws of each Credit Party certified
          by a secretary or assistant  secretary of such Credit Party to be true
          and correct as of the Closing Date.

               (iii)  Resolutions.   Copies  of  resolutions  of  the  Board  of
          Directors  of each Credit  Party  approving  and  adopting  the Credit
          Documents  to  which  it is a  party,  the  transactions  contemplated
          therein and authorizing execution and delivery thereof, certified by a
          secretary or  assistant  secretary of such Credit Party to be true and
          correct and in force and effect as of the Closing Date.

               (iv) Good  Standing.  Copies of  certificates  of good  standing,
          existence  or  its  equivalent  with  respect  to  each  Credit  Party
          certified  as  of  a  recent  date  by  the  appropriate  Governmental
          Authorities of the state or other  jurisdiction of  incorporation  and
          each other  jurisdiction  in which the failure to so qualify and be in
          good standing could have a Material Adverse Effect.

               (v)  Incumbency.  An incumbency  certificate of each Credit Party
          certified by a secretary or assistant secretary to be true and correct
          as of the Closing Date.

          (c) Financial  Statements.  Receipt by the Lender of the  consolidated
     financial statements of the Parent and its Subsidiaries,  including balance


                                       40
<PAGE>

     sheets  and income  and cash flow  statements  for the nine month and three
     month periods  ending  September 30, 2004 prepared in conformity  with GAAP
     (which  financial  statements  shall not be materially  different  from the
     forecast  delivered to the Lender as of  September  29, 2004) and (ii) such
     other information relating to the Parent and its Subsidiaries as the Lender
     may reasonably  require in connection  with the structuring and syndication
     of credit facilities of the type described herein.

          (d)  Opinions  of  Counsel.  The Lender  shall  have  received a legal
     opinion in form and substance  reasonably  satisfactory to the Lender dated
     as of the Closing Date from counsel to the Credit Parties.

          (e) Personal Property Collateral. The Lender shall have received:

               (i)   searches  of  Uniform   Commercial   Code  filings  in  the
          jurisdiction  of the chief  executive  office of each Credit Party and
          each  jurisdiction  where any  Collateral is located or where a filing
          would  need to be made in  order  to  perfect  the  Lender's  security
          interest in the Collateral (it being  understood and agreed that liens
          are not to be perfected with respect to personal  property  located in
          certain field offices),  copies of the financing statements on file in
          such  jurisdictions  and  evidence  that no  Liens  exist  other  than
          Permitted Liens;

               (ii) duly executed UCC financing  statements for each appropriate
          jurisdiction as is necessary,  in the Lender's reasonable  discretion,
          to perfect the Lender's security interest in the Collateral;

               (iii)  searches  of  ownership  of  intellectual  property in the
          appropriate  governmental offices and such  patent/trademark/copyright
          filings as  requested  by the Lender in order to perfect the  Lender's
          security interest in the Collateral;

               (iv) all stock certificates  evidencing the Capital Stock pledged
          to the Lender  pursuant to the Pledge  Agreement,  together  with duly
          executed in blank, undated stock powers attached thereto (unless, with
          respect to the pledged Capital Stock of any Foreign  Subsidiary,  such
          stock powers are deemed  unnecessary  by the Lender in its  reasonable
          discretion  under the law of the jurisdiction of incorporation of such
          Person);

               (v) such  patent/trademark/copyright  filings as requested by the
          Lender in order to  perfect  the  Lender's  security  interest  in the
          Collateral; and

               (vi) duly  executed  consents as are  necessary,  in the Lender's
          sole  discretion,  to perfect the  Lender's  security  interest in the
          Collateral.

          (f)  Priority of Liens.  The Lender shall have  received  satisfactory
     evidence that (i) the Lender holds a perfected,  first priority Lien on all
     Collateral  and (ii) none of the  Collateral  is subject to any other Liens
     other than Permitted Liens.

                                       41
<PAGE>

          (g)  Evidence  of  Insurance.  Receipt  by the  Lender  of  copies  of
     insurance policies or certificates of insurance of the Consolidated Parties
     evidencing  liability and casualty  insurance  meeting the requirements set
     forth in the Credit  Documents,  including,  but not limited to, naming the
     Lender as sole loss payee.

          (h) Material  Adverse  Effect.  No material  adverse change shall have
     occurred since December 31, 2003 in the condition (financial or otherwise),
     business, assets,  operations,  management or prospects of the Consolidated
     Parties taken as a whole.

          (i)  Litigation.  There  shall  not exist any  pending  or  threatened
     action, suit, investigation or proceeding against a Consolidated Party that
     could reasonably be expected to have a Material Adverse Effect.

          (j)  Officer's   Certificates.   The  Lender  shall  have  received  a
     certificate  or  certificates  executed  by an  Executive  Officer  of  the
     Borrower as of the Closing  Date  stating  that (A) each Credit Party is in
     compliance with all existing financial  obligations,  (B) all governmental,
     shareholder and third party consents and approvals, if any, with respect to
     the Credit  Documents and the transactions  contemplated  thereby have been
     obtained,  (C) no action, suit,  investigation or proceeding is pending or,
     to the  knowledge of such  Executive  Officer,  threatened  in any court or
     before any  arbitrator  or  governmental  instrumentality  that purports to
     affect  any  Credit  Party or any  transaction  contemplated  by the Credit
     Documents,  if  such  action,  suit,   investigation  or  proceeding  could
     reasonably  be  expected  to  have  a  Material  Adverse  Effect,  and  (D)
     immediately after giving effect to this Credit Agreement,  the other Credit
     Documents and all the  transactions  contemplated  therein to occur on such
     date, (1) each Credit Party is Solvent,  (2) no Default or Event of Default
     exists, (3) all representations and warranties  contained herein and in the
     other Credit Documents are true and correct in all material  respects,  and
     (4) the  Credit  Parties  are in  compliance  with  each  of the  financial
     covenants set forth in Section 7.11.

          (k) Fees and Expenses.  Payment by the Credit  Parties of all fees and
     expenses owed by them to the Lender, including, without limitation, payment
     to the Lender of the fees set forth in the Engagement  Letter (and the term
     sheet attached thereto).

          (l) Opening  Borrowing  Base Report.  The Lender shall have received a
     Borrowing Base Certificate  executed by an Executive Officer certifying the
     Borrowing  Base as of the most  recent  month end for  which the  financial
     records have been closed by the Borrower.

          (m) Other. Receipt by the Lender of such other documents, instruments,
     agreements or information as reasonably requested by the Lender, including,
     but not limited to,  information  regarding  litigation,  tax,  accounting,
     labor, insurance,  pension liabilities (actual or contingent),  real estate
     leases,  material  contracts,  debt  agreements,   property  ownership  and
     contingent liabilities of the Consolidated Parties.

                                       42
<PAGE>

     5.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

     The  obligations  of the Lender to make,  convert or extend any Loan and to
issue or extend  any  Letter  of Credit  (including  the  initial  Loans and the
initial  Letter  of  Credit)  are  subject  to  satisfaction  of  the  following
conditions in addition to satisfaction on the Closing Date of the conditions set
forth in Section 5.1:

          (a) The Borrower shall have delivered (i) in the case of any Revolving
     Loan,  an  appropriate  Loan  Notice  or (ii) in the case of any  Letter of
     Credit, the Lender shall have received an appropriate  request for issuance
     in accordance with the provisions of Section 2.2(b);

          (b) The  representations  and warranties set forth in Section 6 shall,
     subject to the  limitations  set forth therein,  be true and correct in all
     material  respects as of such date (except for those which expressly relate
     to an earlier date);

          (c) There shall not have been commenced against any Consolidated Party
     an involuntary  case under any applicable  bankruptcy,  insolvency or other
     similar law now or hereafter in effect,  or any case,  proceeding  or other
     action for the appointment of a receiver, liquidator,  assignee, custodian,
     trustee,  sequestrator  (or  similar  official)  of such  Person or for any
     substantial  part of its Property or for the winding up or  liquidation  of
     its affairs,  and such involuntary case or other case,  proceeding or other
     action shall remain undismissed, undischarged or unbonded;

          (d) No  Default  or Event of  Default  shall  exist and be  continuing
     either prior to or after giving effect thereto;

          (e) No  circumstances,  events or conditions shall have occurred since
     December 31, 2003 which would have a Material Adverse Effect; and

          (f)  Immediately  after giving  effect to the making of such Loan (and
     the application of the proceeds  thereof) or to the issuance of such Letter
     of Credit, as the case may be, the sum of the aggregate principal amount of
     outstanding  Revolving  Loans plus LOC  Obligations  outstanding  shall not
     exceed the lesser of (A) the Revolving  Committed Amount, (B) the Available
     Revolving  Committed  Amount  and  (C) the  Borrowing  Base,  (ii)  the LOC
     Obligations shall not exceed the LOC Committed Amount.

The  delivery  of each  Loan  Notice  and each  request  for a Letter  of Credit
pursuant to Section 2.2(b) shall constitute a representation and warranty by the
Credit Parties of the correctness of the matters  specified in subsections  (b),
(c), (d), (e) and (f) above.


                                       43
<PAGE>

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

     The Credit Parties hereby represent to the Lender that:

     6.1 FINANCIAL CONDITION.

     The financial statements delivered to the Lender pursuant to Section 5.1(c)
and Section  7.1(a) and (b), (i) have been prepared in accordance  with GAAP and
(ii) present  fairly (on the basis  disclosed in the footnotes to such financial
statements) the consolidated financial condition, results of operations and cash
flows of the Consolidated Parties as of such date and for such periods.

     6.2 NO MATERIAL CHANGE.

     Since December 31, 2003 (a) there has been no development or event relating
to or  affecting  a  Consolidated  Party  which has had or could  reasonably  be
expected to have a Material Adverse Effect and (b) except as otherwise permitted
under this Credit  Agreement,  no  dividends  or other  distributions  have been
declared,  paid or made upon the Capital Stock in a  Consolidated  Party nor has
any of the  Capital  Stock  in a  Consolidated  Party  been  redeemed,  retired,
purchased or otherwise acquired for value.

     6.3 ORGANIZATION AND GOOD STANDING.

     Each of the  Consolidated  Parties (a) is duly organized,  validly existing
and is in good standing under the Laws of the jurisdiction of its  incorporation
or  organization,  (b) has the corporate or other necessary power and authority,
and the legal right,  to own and operate its property,  to lease the property it
operates as lessee and to conduct the business in which it is currently  engaged
and (c) is duly  qualified as a foreign  entity and in good  standing  under the
Laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its  business  requires  such  qualification,  other than in such
jurisdictions  where the failure to be so qualified and in good  standing  could
not be reasonably expected to have a Material Adverse Effect.

     6.4 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

     Each of the Credit Parties has the corporate or other  necessary  power and
authority,  and the  legal  right,  to make,  deliver  and  perform  the  Credit
Documents  to which it is a party,  and in the case of the  Borrower,  to obtain
extensions of credit hereunder,  and has taken all necessary corporate action to
authorize  the  borrowings  and  other  extensions  of  credit  on the terms and
conditions of this Credit Agreement and to authorize the execution, delivery and
performance  of the  Credit  Documents  to which it is a party.  No  consent  or
authorization  of, filing with,  notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of any Credit Party in  connection  with the  borrowings or
other  extensions  of  credit   hereunder  or  with  the  execution,   delivery,
performance,  validity or  enforceability  of the Credit Documents to which such
Credit Party is a party,  except for filings to perfect the Liens created by the


                                       44
<PAGE>

Collateral  Documents.  This Credit  Agreement  has been,  and each other Credit
Document  to which  any  Credit  Party is a party  will be,  duly  executed  and
delivered on behalf of the Credit Parties.  This Credit  Agreement  constitutes,
and each  other  Credit  Document  to which  any  Credit  Party is a party  when
executed and delivered will constitute, a legal, valid and binding obligation of
such Credit Party  enforceable  against such party in accordance with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  by  general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).

     6.5 NO CONFLICTS.

     Neither  the  execution  and  delivery  of the  Credit  Documents,  nor the
consummation of the transactions  contemplated  therein,  nor performance of and
compliance  with the terms and provisions  thereof by such Credit Party will (a)
violate or  conflict  with any  provision  of its  articles  or  certificate  of
incorporation or bylaws or other  organizational or governing  documents of such
Person, (b) violate,  contravene or materially  conflict with any Requirement of
Law or any other law, regulation (including, without limitation, Regulation U or
Regulation X), order, writ, judgment, injunction, decree or permit applicable to
it, (c) violate, contravene or conflict with contractual provisions of, or cause
an event of default under,  any indenture,  loan  agreement,  mortgage,  deed of
trust,  contract or other  agreement or  instrument to which it is a party or by
which it may be bound,  the  violation  of which  could have a Material  Adverse
Effect,  or (d) result in or require the  creation of any Lien (other than those
contemplated in or created in connection with the Credit Documents) upon or with
respect to its properties.

     6.6 NO DEFAULT.

     No  Consolidated  Party is in default in any  respect  under any  contract,
lease,  loan  agreement,   indenture,  mortgage,  security  agreement  or  other
agreement or obligation to which it is a party or by which any of its properties
is bound which default could have a Material Adverse Effect. No Default or Event
of Default has occurred or exists except as  previously  disclosed in writing to
the Lender.

     6.7 OWNERSHIP.

     Each Consolidated  Party is the owner of, and has good and marketable title
to, all of its respective  assets and none of such assets is subject to any Lien
other than Permitted Liens.

     6.8 INDEBTEDNESS.

     Except as otherwise  permitted under Section 8.1, the Consolidated  Parties
have no Indebtedness.



                                       45
<PAGE>

     6.9 LITIGATION.

     Except as provided on Schedule 6.9,  there are no actions,  suits or legal,
equitable,  arbitration  or  administrative  proceedings,  pending  or,  to  the
knowledge of any Credit Party,  threatened  against any Consolidated Party which
could reasonably be expected to have a Material Adverse Effect.

     For the  avoidance  of doubt,  if any  action,  suit or  legal,  equitable,
arbitration  or  administrative  proceedings  identified  on Schedule  6.9 shall
result in or lead to a Material Adverse Effect,  the Credit Parties hereby agree
that the Lender shall be under no obligation to make, convert or extend any Loan
or to issue or extend any Letter of Credit hereunder.

     6.10 TAXES.

     Each Consolidated  Party has filed, or caused to be filed (except for those
tax returns identified on Schedule 6.10), all tax returns (federal, state, local
and  foreign)  required  to be filed  and paid (a) all  amounts  of taxes  shown
thereon to be due  (including  interest and  penalties) and (b) all other taxes,
fees,  assessments and other governmental  charges (including mortgage recording
taxes,  documentary  stamp taxes and intangibles  taxes) owing by it, except for
such taxes (i) which are not yet delinquent or (ii) that are being  contested in
good faith and by proper  proceedings,  and against which adequate  reserves are
being  maintained  in  accordance  with GAAP. No Credit Party is aware as of the
Closing  Date  of  any  proposed  tax  assessments   against  it  or  any  other
Consolidated Party.

     6.11 COMPLIANCE WITH LAW.

     Each  Consolidated  Party is in compliance with all Requirements of Law and
all other  laws,  rules,  regulations,  orders and  decrees  (including  without
limitation  Environmental  Laws) applicable to it, or to its properties,  unless
such failure to comply could not have a Material Adverse Effect.

     6.12 ERISA.

          (a)  During  the  five-year  period  prior to the  date on which  this
     representation  is made or deemed  made:  (i) no ERISA Event has  occurred,
     and, to the best knowledge of the Credit Parties, no event or condition has
     occurred or exists as a result of which any ERISA Event could reasonably be
     expected to occur,  with respect to any Plan; (ii) no "accumulated  funding
     deficiency,"  as such term is defined in Section  302 of ERISA and  Section
     412 of the Code,  whether or not waived,  has occurred  with respect to any
     Plan; (iii) each Plan has been maintained, operated, and funded in material
     compliance  with  its  own  terms  and  in  material  compliance  with  the
     provisions of ERISA,  the Code, and any other  applicable  federal or state
     laws;  and (iv) no Lien in favor  of the  PBGC or a Plan has  arisen  or is
     reasonably likely to arise on account of any Plan.

          (b) The  actuarial  present  value of all  "benefit  liabilities"  (as
     defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
     Single  Employer  Plan, as of the last annual  valuation  date prior to the
     date on which this  representation is made or deemed made  (determined,  in
     each  case,  in  accordance  with  Financial   Accounting  Standards  Board
     Statement 87, utilizing the actuarial  assumptions used in such Plan's most


                                       46
<PAGE>

     recent  actuarial  valuation  report),  did not exceed as of such valuation
     date the fair market value of the assets of such Plan.

          (c)  Neither  any  Consolidated  Party  nor any  ERISA  Affiliate  has
     incurred,  or,  to the  best  knowledge  of the  Credit  Parties,  could be
     reasonably  expected to incur, any withdrawal  liability under ERISA to any
     Multiemployer  Plan or Multiple  Employer  Plan.  Neither any  Consolidated
     Party  nor any ERISA  Affiliate  would  become  subject  to any  withdrawal
     liability under ERISA if any Consolidated Party or any ERISA Affiliate were
     to withdraw  completely from all Multiemployer  Plans and Multiple Employer
     Plans as of the  valuation  date most closely  preceding  the date on which
     this  representation is made or deemed made. Neither any Consolidated Party
     nor  any  ERISA   Affiliate   has  received  any   notification   that  any
     Multiemployer Plan is in reorganization (within the meaning of Section 4241
     of ERISA),  is insolvent  (within the meaning of Section 4245 of ERISA), or
     has been  terminated  (within  the  meaning of Title IV of  ERISA),  and no
     Multiemployer  Plan  is,  to the  best  knowledge  of the  Credit  Parties,
     reasonably expected to be in reorganization, insolvent, or terminated.

          (d) No  prohibited  transaction  (within the meaning of Section 406 of
     ERISA or Section  4975 of the Code) or breach of  fiduciary  responsibility
     has occurred  with respect to a Plan which has subjected or may subject any
     Consolidated  Party or any ERISA Affiliate to any material  liability under
     Sections 406, 409, 502(i),  or 502(l) of ERISA or Section 4975 of the Code,
     or  under  any  agreement  or  other  instrument   pursuant  to  which  any
     Consolidated  Party or any ERISA  Affiliate  has agreed or is  required  to
     indemnify any Person against any such material liability.

          (e) Neither any  Consolidated  Party nor any ERISA  Affiliates has any
     material  liability  with  respect  to  "expected  post-retirement  benefit
     obligations" within the meaning of the Financial Accounting Standards Board
     Statement  106.  Each Plan which is a welfare  plan (as  defined in Section
     3(1) of ERISA) to which Sections  601-609 of ERISA and Section 4980B of the
     Code apply has been  administered in compliance in all material respects of
     such sections.

          (f) Neither the  execution  and delivery of this Credit  Agreement nor
     the consummation of the financing transactions contemplated thereunder will
     involve any  transaction  which is subject to the  prohibitions of Sections
     404, 406 or 407 of ERISA or in connection with which a tax could be imposed
     pursuant  to Section  4975 of the Code.  The  representation  by the Credit
     Parties in the  preceding  sentence is made in reliance upon and subject to
     the accuracy of the Lender's  representation  in Section 10.16 with respect
     to its source of funds and is subject,  in the event that the source of the
     funds  used  by the  Lender  in  connection  with  this  transaction  is an
     insurance company's general asset account, to the application of Prohibited
     Transaction  Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),  compliance
     with the  regulations  issued under Section  401(c)(1)(A)  of ERISA, or the
     issuance of any other prohibited  transaction  exemption or similar relief,
     to the effect that assets in an insurance  company's  general asset account
     do not constitute  assets of an "employee  benefit plan" within the meaning
     of  Section  3(3) of  ERISA of a  "plan"  within  the  meaning  of  Section
     4975(e)(1) of the Code.

                                       47
<PAGE>

     6.13 SUBSIDIARIES.

     Set  forth  on  Schedule  6.13  is a  complete  and  accurate  list  of all
Subsidiaries of each Consolidated  Party.  Information on Schedule 6.13 includes
jurisdiction  of  incorporation  or  organization,  the number of shares of each
class of Capital Stock  outstanding,  the number and  percentage of  outstanding
shares of each class owned (directly or indirectly) by such Consolidated  Party;
and the number and effect, if exercised,  of all outstanding options,  warrants,
rights of  conversion  or purchase  and all other  similar  rights with  respect
thereto.  The  outstanding  Capital  Stock of all such  Subsidiaries  is validly
issued,  fully paid and  non-assessable  and is owned by each such  Consolidated
Party,  directly or  indirectly,  free and clear of all Liens  (other than those
arising under or contemplated in connection  with the Credit  Documents).  Other
than as set forth in Schedule 6.13, no  Consolidated  Party has  outstanding any
securities  convertible  into or exchangeable for its Capital Stock nor does any
such Person have  outstanding  any rights to subscribe for or to purchase or any
options  for the  purchase  of, or any  agreements  providing  for the  issuance
(contingent  or  otherwise)  of,  or any  calls,  commitments  or  claims of any
character relating to its Capital Stock.  Schedule 6.13 may be updated from time
to time by the Borrower by giving written notice thereof to the Lender.

     6.14 GOVERNMENTAL REGULATIONS, ETC.

          (a) No part of the  Letters of Credit or proceeds of the Loans will be
     used,  directly  or  indirectly,  in any  manner  that would  constitute  a
     violation of  Regulation T,  Regulation U or  Regulation X. "Margin  stock"
     within the meaning of Regulation U does not constitute more than 25% of the
     value of the consolidated assets of the Consolidated  Parties.  None of the
     transactions  contemplated  by this Credit  Agreement  (including,  without
     limitation,  the direct or indirect  use of the proceeds of the Loans) will
     violate or result in a violation of the Securities Act of 1933, as amended,
     or the Securities  Exchange Act of 1934, as amended,  or regulations issued
     pursuant thereto,  or Regulation T, U or X. If requested by the Lender, the
     Borrower  will  furnish  to the  Lender a  statement  to the  effect of the
     foregoing  sentences in  conformity  with the  requirements  of FR Form U-1
     referred to in Regulation U.

          (b) No  Consolidated  Party is subject to regulation  under the Public
     Utility  Holding  Company  Act  of  1935,  the  Federal  Power  Act  or the
     Investment  Company  Act  of  1940,  each  as  amended.  In  addition,   no
     Consolidated Party is (i) an "investment company" registered or required to
     be registered under the Investment Company Act of 1940, as amended,  and is
     not  controlled  by such a  company,  or  (ii) a  "holding  company",  or a
     "subsidiary  company"  of a  "holding  company",  or  an  "affiliate"  of a
     "holding company" or of a "subsidiary" of a "holding  company",  within the
     meaning of the Public Utility Holding Company Act of 1935, as amended.

          (c) No director,  executive  officer or principal  shareholder  of any
     Consolidated   Party  is  a  director,   executive   officer  or  principal
     shareholder of the Lender.  For the purposes  hereof the terms  "director",
     "executive  officer" and "principal  shareholder" (when used with reference


                                       48
<PAGE>

     to the Lender) have the respective  meanings assigned thereto in Regulation
     O issued by the Board of Governors of the Federal Reserve System.

          (d) Except  where the  failure to have or hold any such item would not
     have a Material Adverse Effect,  each  Consolidated  Party has obtained and
     holds  in  full  force  and  effect,  all  franchises,  licenses,  permits,
     certificates,  authorizations,  qualifications,  accreditations, easements,
     rights of way and other rights,  consents and approvals which are necessary
     for the  ownership  of its  respective  Property  and to the conduct of its
     respective businesses as presently conducted.

          (e) No Consolidated  Party is in violation of any applicable  statute,
     regulation or ordinance of the United  States of America,  or of any state,
     city,  town,  municipality,  county  or any other  jurisdiction,  or of any
     agency  thereof  (including  without  limitation,  environmental  laws  and
     regulations),  which  violation  could  reasonably  be  expected  to have a
     Material Adverse Effect.

          (f) Each  Consolidated  Party is current with all material reports and
     documents,  if  any,  required  to be  filed  with  any  state  or  federal
     securities  commission or similar  agency and is in full  compliance in all
     material  respects  with  all  applicable  rules  and  regulations  of such
     commissions.

     6.15 PURPOSE OF LOANS AND LETTERS OF CREDIT.

     The  proceeds of the Loans  hereunder  shall be used solely by the Borrower
(i) for working capital (ii) to make Consolidated Capital Expenditures, (iii) to
refinance existing Indebtedness of the Borrower on the Closing Date and (iv) for
general corporate  purposes.  The Letters of Credit shall be used only for or in
connection with appeal bonds,  reimbursement  obligations  arising in connection
with surety and reclamation bonds, reinsurance,  domestic or international trade
transactions   and   obligations  not  otherwise   aforementioned   relating  to
transactions entered into by the applicable account party in the ordinary course
of business.

     6.16 ENVIRONMENTAL MATTERS.

     Except where  failure to comply could not  reasonably be expected to have a
Material Adverse Effect:

          (a) Each of the facilities and properties owned, leased or operated by
     the  Consolidated  Parties (the  "Facilities")  and all  operations  at the
     Facilities are in compliance  with all applicable  Environmental  Laws, and
     there  is no  violation  of  any  Environmental  Law  with  respect  to the
     Facilities  or the  businesses  operated by the  Consolidated  Parties (the
     "Businesses"),  and there are no conditions  relating to the  Businesses or
     Facilities that would be reasonably  likely to give rise to liability under
     any applicable Environmental Laws.

          (b) None of the Facilities contains, or has previously contained,  any
     Hazardous   Materials  at,  on  or  under  the  Facilities  in  amounts  or
     concentrations  that  constitute or constituted a violation of, or would be
     reasonably likely to give rise to liability under, Environmental Laws.

                                       49
<PAGE>

          (c) No  Consolidated  Party has received any written or verbal  notice
     of, or inquiry from any Governmental  Authority  regarding,  any violation,
     alleged  violation,   non-compliance,   liability  or  potential  liability
     regarding  environmental matters or compliance with Environmental Laws with
     regard  to  any  of  the  Facilities  or  the  Businesses,   nor  does  any
     Consolidated Party have knowledge or reason to believe that any such notice
     will be received or is being threatened.

          (d) Hazardous  Materials have not been transported or disposed of from
     the  Facilities,  or  generated,  treated,  stored or disposed of at, on or
     under any of the  Facilities or any other  location,  in each case by or on
     behalf of the Borrower or any  Subsidiary of the Parent in violation of, or
     in a manner  that  would be  reasonably  likely to give  rise to  liability
     under, any applicable Environmental Law.

          (e) No judicial proceeding or governmental or administrative action is
     pending or, to the best  knowledge of any Credit Party,  threatened,  under
     any Environmental  Law to which any Consolidated  Party is or will be named
     as a party,  nor are there any consent  decrees or other  decrees,  consent
     orders,  administrative  orders or other orders, or other administrative or
     judicial requirements  outstanding under any Environmental Law with respect
     to the Consolidated Parties, the Facilities or the Businesses.

          (f) There has been no  release  or,  threat of  release  of  Hazardous
     Materials by the Borrower or its Subsidiaries at or from the Facilities, or
     arising from or related to the operations  (including,  without limitation,
     disposal) of the  Borrower or any  Subsidiary  of the Parent in  connection
     with the  Facilities or otherwise in  connection  with the  Businesses,  in
     violation of or in amounts or in a manner that would be  reasonably  likely
     to give rise to liability under Environmental Laws.

     6.17 INTELLECTUAL PROPERTY.

     Each  Consolidated  Party  owns,  or  has  the  legal  right  to  use,  all
trademarks,  tradenames,  copyrights,  technology,  know-how and processes  (the
"Intellectual  Property")  necessary for each of them to conduct its business as
currently conducted except for those the failure to own or have such legal right
to use could not have a Material Adverse Effect. Set forth on Schedule 6.17 is a
list of all Intellectual  Property owned by each Consolidated  Party or that any
Consolidated Party has the right to use. Except as provided on Schedule 6.17, no
claim has been asserted and is pending by any Person  challenging or questioning
the use of any such  Intellectual  Property or the validity or  effectiveness of
any such  Intellectual  Property,  nor does any  Credit  Party  know of any such
claim,  and to the  Credit  Parties'  knowledge  the  use of  such  Intellectual
Property  by any  Consolidated  Party  does not  infringe  on the  rights of any
Person,  except for such claims and infringements that, in the aggregate,  could
not have a Material Adverse Effect.



                                       50
<PAGE>

     6.18 SOLVENCY.

     Each  Credit  Party  is  and,  after   consummation  of  the   transactions
contemplated by this Credit Agreement, will be Solvent.

     6.19 INVESTMENTS.

     All Investments of each Consolidated Party are Permitted Investments.

     6.20 LOCATION OF COLLATERAL.

     Set  forth on  Schedule  6.20 is the  exact  legal  name,  jurisdiction  of
incorporation  or organization  and chief executive office of each Credit Party.
Schedule 6.20 may be updated from time to time by the Borrower by written notice
to the Lender.

     6.21 DISCLOSURE.

     Neither this Credit Agreement nor any financial statements delivered to the
Lender nor any other document,  certificate or statement furnished to the Lender
by or on behalf of any  Consolidated  Party in connection with the  transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a  material  fact  necessary  in order to make  the  statements  contained
therein or herein not misleading.

     6.22 BROKERS' FEES.

     No  Consolidated  Party has any  obligation to any Person in respect of any
finder's,  broker's,  investment banking or other similar fee in connection with
any of the transactions contemplated under the Credit Documents.

     6.23 LABOR MATTERS.

     There  are no  collective  bargaining  agreements  or  Multiemployer  Plans
covering the employees of a  Consolidated  Party as of the Closing Date and none
of the Consolidated Parties has suffered any strikes,  walkouts,  work stoppages
or other material labor difficulty within the last five years.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

     Each Credit Party hereby  covenants and agrees that, so long as this Credit
Agreement  is in  effect or any  amounts  payable  hereunder  or under any other
Credit  Document  shall  remain  outstanding,  and until all of the  Commitments
hereunder shall have terminated:



                                       51
<PAGE>

     7.1 INFORMATION COVENANTS.

     The Credit Parties will furnish, or cause to be furnished, to the Lender:

          (a) Annual  Financial  Statements.  As soon as  available,  and in any
     event  within  90  days  after  the  close  of  each  fiscal  year  of  the
     Consolidated  Parties, a consolidated balance sheet and income statement of
     the Consolidated  Parties, as of the end of such fiscal year, together with
     related consolidated  statements of operations and retained earnings and of
     cash  flows  for  such  fiscal  year,  setting  forth in  comparative  form
     consolidated  figures for the  preceding  fiscal year,  all such  financial
     information described above to be in reasonable form and detail and audited
     by independent certified public accountants of recognized national standing
     reasonably  acceptable  to the  Lender  and whose  opinion  shall be to the
     effect that such financial statements have been prepared in accordance with
     GAAP (except for changes with which such accountants  concur) and shall not
     be  limited as to the scope of the audit or  qualified  as to the status of
     the Consolidated Parties as a going concern.

          (b) Quarterly Financial Statements.  As soon as available,  and in any
     event  within  45 days  after  the  close  of each  fiscal  quarter  of the
     Consolidated  Parties (other than the fourth fiscal quarter,  in which case
     90 days after the end  thereof)  a  consolidated  balance  sheet and income
     statement  of the  Consolidated  Parties,  as of the  end  of  such  fiscal
     quarter,  together with related  consolidated  statements of operations for
     such  fiscal  quarter  and cash  flows for such year to date,  in each case
     setting   forth  in   comparative   form   consolidated   figures  for  the
     corresponding  period of the  preceding  fiscal  year,  all such  financial
     information  described  above to be in a form satisfying the Securities and
     Exchange  Commission  requirements  for  a  10-Q  filing  or  otherwise  in
     reasonable  form and detail and  reasonably  acceptable to the Lender,  and
     accompanied by a certificate of the chief financial officer of the Borrower
     to the effect that such quarterly  financial  statements  fairly present in
     all material respects the financial  condition of the Consolidated  Parties
     and have  been  prepared  in  accordance  with  GAAP,  subject  to  changes
     resulting from audit and normal year-end audit adjustments.

          (c)  Officer's  Certificate.  At the time of delivery of the financial
     statements  provided for in Sections 7.1(a) and 7.1(b) above, a certificate
     of the chief financial officer of the Borrower substantially in the form of
     Exhibit  C,  (i)  demonstrating  compliance  with the  financial  covenants
     contained in Section 7.11 by calculation thereof as of the end of each such
     fiscal period and (ii) stating that no Default or Event of Default  exists,
     or if any Default or Event of Default does exist, specifying the nature and
     extent  thereof  and what  action the Credit  Parties  propose to take with
     respect thereto.

          (d) Borrowing Base Certificate.  Within thirty (30) days after the end
     of each calendar month, a certificate as of the end of such calendar month,
     substantially  in the  form of  Exhibit  D and  certified  by an  Executive
     Officer of the Borrower to be true and correct in all material  respects as
     of the  date  thereof  (a  "Borrowing  Base  Certificate"),  together  with
     supporting  detail for the  calculation  of the Borrowing Base contained in
     such Borrowing Base  Certificate  (in form  reasonably  satisfactory to the
     Lender).

                                       52
<PAGE>

          (e)  Accountant's  Certificate.  Within the period for delivery of the
     annual  financial  statements  provided in Section 7.1(a), a certificate of
     the accountants conducting the annual audit stating that they have reviewed
     this Credit Agreement and stating further  whether,  in the course of their
     audit,  they have become  aware of any Default or Event of Default  and, if
     any such  Default or Event of  Default  exists,  specifying  the nature and
     extent thereof.

          (f) Auditor's  Reports.  Promptly upon receipt thereof,  a copy of any
     other report or "management letter" submitted by independent accountants to
     any  Consolidated  Party in connection with any annual,  interim or special
     audit of the books of such Person.

          (g) Reports. Promptly upon transmission or receipt thereof, (i) copies
     of any  filings  and  registrations  with,  and  reports  to or  from,  the
     Securities and Exchange Commission,  or any successor agency, and copies of
     all  financial  statements,  proxy  statements,  notices and reports as any
     Consolidated  Party  shall send to its  shareholders  or to a holder of any
     Indebtedness  owed by any  Consolidated  Party  in its  capacity  as such a
     holder and (ii) upon the  request of the  Lender,  all  reports and written
     information to and from the United States Environmental  Protection Agency,
     or any state or local agency  responsible for  environmental  matters,  the
     United States Occupational Health and Safety  Administration,  or any state
     or local agency responsible for health and safety matters, or any successor
     agencies or authorities concerning environmental, health or safety matters.

          (h) Notices. Upon obtaining knowledge thereof, the Credit Parties will
     give  written  notice to the Lender  promptly of (i) the  occurrence  of an
     event or condition consisting of a Default or Event of Default,  specifying
     the nature and existence thereof and what action the Credit Parties propose
     to take  with  respect  thereto,  and  (ii)  the  occurrence  of any of the
     following  with  respect  to any  Consolidated  Party (A) the  pendency  or
     commencement of any litigation, arbitral or governmental proceeding against
     such  Person  which if  adversely  determined  is likely to have a Material
     Adverse Effect, (B) the institution of any proceedings  against such Person
     with  respect  to, or the  receipt  of notice by such  Person of  potential
     liability or  responsibility  for  violation,  or alleged  violation of any
     federal, state or local law, rule or regulation,  including but not limited
     to, Environmental Laws, the violation of which could be reasonably expected
     to have a  Material  Adverse  Effect,  or (C) any  notice or  determination
     concerning the imposition of any  withdrawal  liability by a  Multiemployer
     Plan against such Person or any ERISA Affiliate,  the determination  that a
     Multiemployer  Plan is, or is expected to be, in reorganization  within the
     meaning of Title IV of ERISA or the termination of any Plan.

          (i) ERISA. Upon obtaining  knowledge thereof,  the Credit Parties will
     give written  notice to the Lender  promptly  (and in any event within five
     business  days)  of:  (i) of any  event or  condition,  including,  but not
     limited to, any Reportable  Event,  that  constitutes,  or might reasonably
     lead to, an ERISA Event; (ii) with respect to any  Multiemployer  Plan, the
     receipt of notice as  prescribed  in ERISA or otherwise  of any  withdrawal
     liability  assessed against the Credit Parties or any ERISA Affiliates,  or
     of a determination  that any  Multiemployer  Plan is in  reorganization  or
     insolvent (both within the meaning of Title IV of ERISA); (iii) the failure
     to make full  payment  on or  before  the due date  (including  extensions)


                                       53
<PAGE>

     thereof of all amounts which any Consolidated  Party or any ERISA Affiliate
     is  required  to  contribute  to each  Plan  pursuant  to its  terms and as
     required to meet the minimum  funding  standard  set forth in ERISA and the
     Code with respect thereto;  or (iv) any change in the funding status of any
     Plan that could have a Material Adverse Effect, together with a description
     of any such event or condition or a copy of any such notice and a statement
     by the chief  financial  officer of the Borrower  briefly setting forth the
     details regarding such event, condition, or notice, and the action, if any,
     which has been or is being  taken or is  proposed to be taken by the Credit
     Parties with respect  thereto.  Promptly upon request,  the Credit  Parties
     shall furnish the Lender with such  additional  information  concerning any
     Plan as may be reasonably requested,  including, but not limited to, copies
     of each annual  report/return  (Form 5500 series), as well as all schedules
     and attachments  thereto  required to be filed with the Department of Labor
     and/or  the  Internal  Revenue  Service  pursuant  to ERISA  and the  Code,
     respectively,  for each "plan year" (within the meaning of Section 3(39) of
     ERISA).

          (j) Environmental.

               (i) Upon the reasonable written request of the Lender, the Credit
          Parties will  furnish or cause to be  furnished to the Lender,  at the
          Credit Parties'  expense,  a report of an environmental  assessment of
          reasonable  scope,  form and  depth,  (including,  where  appropriate,
          invasive  soil or  groundwater  sampling) by a  consultant  reasonably
          acceptable  to the Lender as to the nature and extent of the  presence
          of any Hazardous  Materials on any Facilities that are either owned by
          a Credit  Party or for  which the  Credit  Party is the  tenant  for a
          majority  of  the  usable  space,  and  as to  the  compliance  by any
          Consolidated Party with Environmental Laws at such Facilities.  If the
          Credit  Parties fail to deliver such an  environmental  report  within
          seventy-five  (75) days after receipt of such written request then the
          Lender may arrange for same, and the Consolidated Parties hereby grant
          to the Lender and their  representatives  access to the  Facilities to
          reasonably undertake such an assessment (including, where appropriate,
          invasive soil or groundwater  sampling).  The  reasonable  cost of any
          assessment  arranged for by the Lender pursuant to this provision will
          be  payable  by  the  Credit  Parties  on  demand  and  added  to  the
          obligations secured by the Collateral Documents.

               (ii) The  Consolidated  Parties  will  conduct and  complete  all
          investigations,  studies,  sampling,  and  testing  and all  remedial,
          removal,   and  other  actions  necessary  to  address  all  Hazardous
          Materials on, from or affecting any of the  Facilities  referred to in
          the preceding  clause (i) to the extent  necessary to be in compliance
          with all  Environmental  Laws and with the validly  issued  orders and
          directives of all Governmental Authorities with jurisdiction over such
          Facilities  to the extent any  failure  could have a Material  Adverse
          Effect.

          (k) Additional Patents and Trademarks.  At the time of delivery of the
     financial  statements and reports  provided for in Section 7.1(a), a report
     signed by the chief financial  officer or treasurer of the Borrower setting
     forth (i) a list of  registration  numbers for all  patents and  copyrights


                                       54
<PAGE>

     awarded to any  Consolidated  Party  since the last day of the  immediately
     preceding  fiscal  year  and  (ii) a list of all  patent  applications  and
     copyright  applications  submitted by any Consolidated Party since the last
     day of the  immediately  preceding  fiscal year and the status of each such
     application,  all in such form as shall be reasonably  satisfactory  to the
     Lender.

          (l)  Other  Information.  With  reasonable  promptness  upon  any such
     request,  such other  information  regarding  the  business,  properties or
     financial  condition of any Consolidated Party as the Lender may reasonably
     request.

     7.2 PRESERVATION OF EXISTENCE AND FRANCHISES.

     Except  as a  result  of or in  connection  with a merger  of a  Subsidiary
permitted  under Section 8.4, each Credit Party will, and will cause each of its
Subsidiaries  to, do all things necessary to preserve and keep in full force and
effect its existence, rights, franchises and authority.

     7.3 BOOKS AND RECORDS.

     Each Credit Party will,  and will cause each of its  Subsidiaries  to, keep
complete and accurate books and records of its  transactions  in accordance with
good accounting  practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

     7.4 COMPLIANCE WITH LAW.

     Each Credit Party will, and will cause each of its  Subsidiaries to, comply
with all Laws and all orders,  writs,  injunctions and decrees  applicable to it
and its Property if noncompliance with any such law, rule, regulation,  order or
restriction could be reasonably expected to have a Material Adverse Effect.

     7.5 PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

     Each Credit Party will, and will cause each of its Subsidiaries to, pay and
discharge (a) all taxes,  assessments and governmental charges or levies imposed
upon it, or upon its income or profits,  or upon any of its  properties,  before
they shall become delinquent, (b) all lawful claims (including claims for labor,
materials and supplies) which, if unpaid,  might give rise to a Lien upon any of
its  properties,  and (c)  except  as  prohibited  hereunder,  all of its  other
Indebtedness  as it shall become due;  provided,  however,  that no Consolidated
Party shall be required to pay any such tax, assessment,  charge, levy, claim or
Indebtedness  which is being contested in good faith by appropriate  proceedings
and as to which adequate  reserves  therefor have been established in accordance
with GAAP, unless the failure to make any such payment (i) could give rise to an
immediate  right to foreclose on a Lien  securing  such amounts or (ii) could be
reasonably expected to have a Material Adverse Effect.

     7.6 INSURANCE.

          (a) Each Credit  Party will,  and will cause each of its  Subsidiaries
     to, at all times  maintain  in full force and effect  insurance  (including
     worker's compensation  insurance,  liability insurance,  casualty insurance
     and business interruption  insurance) in such amounts,  covering such risks


                                       55
<PAGE>

     and liabilities and with such deductibles or  self-insurance  retentions as
     are in accordance with normal industry  practice (or as otherwise  required
     by the  Collateral  Documents).  The Lender shall be named as loss payee or
     mortgagee,  as its  interest  may appear,  and/or  additional  insured with
     respect  to  any  such  insurance  providing  coverage  in  respect  of any
     Collateral,  and  each  provider  of any such  insurance  shall  agree,  by
     endorsement  upon the  policy or  policies  issued by it or by  independent
     instruments  furnished to the Lender,  that it will give the Lender  thirty
     (30) days prior written  notice before any such policy or policies shall be
     altered or canceled,  and that no act or default of any Consolidated  Party
     or any other Person shall affect the rights of the Lender under such policy
     or policies.  The present insurance coverage of the Consolidated Parties is
     outlined as to carrier, policy number,  expiration date, type and amount on
     Schedule 7.6.

          (b) In case of any  material  loss,  damage to or  destruction  of the
     Collateral of any Credit Party or any part thereof, such Credit Party shall
     promptly give written notice thereof to the Lender generally describing the
     nature  and  extent  of such  damage or  destruction.  In case of any loss,
     damage to or  destruction of the Collateral of any Credit Party or any part
     thereof,  such Credit Party, whether or not the insurance proceeds, if any,
     received on account of such damage or  destruction  shall be sufficient for
     that purpose, at such Credit Party's cost and expense, will promptly repair
     or  replace  the  Collateral  of such  Credit  Party  so lost,  damaged  or
     destroyed;  provided,  however,  that such Credit  Party need not repair or
     replace the  Collateral of such Credit Party so lost,  damaged or destroyed
     to the  extent  the  failure  to make  such  repair or  replacement  (i) is
     desirable to the proper conduct of the business of such Credit Party in the
     ordinary  course and  otherwise in the best  interest of such Credit Party;
     and (ii) would not materially  impair the rights and benefits of the Lender
     under the  Collateral  Documents,  any other Credit  Document,  any Hedging
     Agreement or any Treasury Management Agreement. In the event a Credit Party
     shall  receive any proceeds of such  insurance in a net amount in excess of
     $100,000,  such Credit Party will immediately pay over such proceeds to the
     Lender,  for payment on the Credit Party  Obligations;  provided,  however,
     that the Lender  agrees to release such  insurance  proceeds to such Credit
     Party for  replacement  or  restoration of the portion of the Collateral of
     such  Credit  Party  lost,  damaged  or  destroyed  if, but only if, (A) no
     Default or Event of Default  shall have  occurred and be  continuing at the
     time of release,  (B) written  application  for such release is received by
     the  Lender  from  such  Credit  Party  within 30 days of  receipt  of such
     proceeds and (C) the Lender has received evidence  reasonably  satisfactory
     to it that the  Collateral  lost,  damaged or destroyed has been or will be
     replaced  or  restored  to its  condition  immediately  prior to the  loss,
     destruction  or other event  giving  rise to the payment of such  insurance
     proceeds.

     7.7 MAINTENANCE OF PROPERTY.

     Each  Credit  Party  will,  and will  cause  each of its  Subsidiaries  to,
maintain and preserve its  properties  and equipment  material to the conduct of
its business in good repair,  working order and condition,  normal wear and tear
and casualty and condemnation  excepted,  and will make, or cause to be made, in
such  properties  and  equipment  from  time  to  time  all  repairs,  renewals,


                                       56
<PAGE>

replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper,  to the extent and in the manner customary for companies in
similar businesses.

     7.8 PERFORMANCE OF OBLIGATIONS.

     Each Credit Party will, and will cause each of its Subsidiaries to, perform
in all material  respects all of its obligations under the terms of all material
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound.

     7.9 USE OF PROCEEDS.

     The Borrower will use the proceeds of the Loans and will use the Letters of
Credit solely for the purposes set forth in Section 6.15.

     7.10 AUDITS/INSPECTIONS.

     Upon reasonable  notice and during normal business hours, each Credit Party
will,  and  will  cause  each of its  Subsidiaries  to,  permit  representatives
appointed by the Lender, including, without limitation, independent accountants,
agents,  attorneys, and appraisers to visit and inspect its property,  including
its books and records, its accounts receivable and inventory, its facilities and
its other business assets, and to make photocopies or photographs thereof and to
write down and record any  information  such  representative  obtains  and shall
permit the Lender or its  representatives to investigate and verify the accuracy
of information and to discuss all such matters with the officers,  employees and
representatives  of such Person.  The Credit Parties agree that the Lender,  and
its  representatives,  may  conduct an annual  audit of the  Collateral,  at the
expense of the Credit Parties.

     7.11 FINANCIAL COVENANTS.

          (i) Leverage  Ratio.  The Leverage  Ratio,  as of the last day of each
     fiscal  quarter of the  Consolidated  Parties  during the periods set forth
     below, shall be less than or equal to:

               (a) From July 1, 2004 to and including  September 30, 2004,  4.85
          to 1.0;

               (b) From October 1, 2004 to and including December 31, 2004, 4.90
          to 1.0

               (c) From January 1, 2005 to and including March 31, 2005, 5.45 to
          1.0;

               (d) From April 1, 2005 to and  including  June 30, 2005,  5.50 to
          1.0;

               (e) From July 1, 2005 to and including  September 30, 2005,  4.60
          to 1.0;

               (f) From October 1, 2005 to and including December 31, 2005, 3.95
          to 1.0; and

                                       57
<PAGE>

               (g) From January 1, 2006 to and including March 31, 2006, 3.50 to
          1.0.

          (ii)  Consolidated  EBITDA.  Consolidated  EBITDA of the  Consolidated
     Parties  shall not be less than (a)  $6,300,000  for the three month period
     ending  September 30, 2004, (b) $19,900,000 for the six month period ending
     December  31,  2004,  (c)  $19,900,000  for the nine month period March 31,
     2005,  (d)  $26,300,000  for the four fiscal quarter period ending June 30,
     2005, (e) $31,800,000  for the four fiscal quarter period ending  September
     30, 2005 and (f)  $35,300,000  for the four fiscal  quarter  period  ending
     December  31,  2005  and  for  each  four  fiscal   quarter  period  ending
     thereafter.

     7.12 ADDITIONAL CREDIT PARTIES.

          (a) As soon as  practicable  and in any event within 45 days after any
     Person  becomes a Domestic  Subsidiary  of any Credit  Party,  the Borrower
     shall  provide  the  Lender  with  written  notice  thereof  setting  forth
     information  in  reasonable  detail  describing  all of the  assets of such
     Person  and shall  cause  such  Person to  execute a Joinder  Agreement  in
     substantially  the same form as Exhibit  E, (b) cause  100% of the  Capital
     Stock of such Person to be delivered to the Lender  (together  with undated
     stock  powers  signed in blank) and  pledged to the Lender  pursuant  to an
     appropriate  pledge  agreement(s)  in form  acceptable to the Lender in its
     reasonable   discretion  and  cause  such  Person  to  deliver  such  other
     documentation  as the Lender may reasonably  request in connection with the
     foregoing,  including,  without  limitation,  appropriate  UCC-1  financing
     statements,  real estate title insurance policies,  environmental  reports,
     landlord's  waivers,  certified  resolutions and other  organizational  and
     authorizing  documents of such Person, and favorable opinions of counsel to
     such Person all in form,  content and scope reasonably  satisfactory to the
     Lender.

          (b) As soon as practicable  and in any event within 180 days after any
     Person  becomes a Material  Foreign  Subsidiary  of any Credit  Party,  the
     Borrower shall provide the Lender with written notice thereof setting forth
     information  in  reasonable  detail  describing  all of the  assets of such
     Person  and  shall  cause  66% of the  Capital  Stock of such  Person to be
     delivered to the Lender (together with undated stock powers signed in blank
     (unless,  such stock  powers are  deemed  unnecessary  by the Lender in its
     reasonable discretion under the law of the jurisdiction of incorporation of
     such Person)) and pledged to the Lender  pursuant to an appropriate  pledge
     agreement(s) in form acceptable to the Lender in its reasonable  discretion
     and cause such Person to deliver such other documentation as the Lender may
     reasonably  request in connection  with the foregoing,  including,  without
     limitation,  appropriate UCC-1 financing statements,  certified resolutions
     and other  organizational  and  authorizing  documents of such Person,  and
     favorable opinions of counsel to such Person all in form, content and scope
     reasonably  satisfactory to the Lender.  It is specifically  understood and
     agreed that no Material Foreign  Subsidiary shall be required to pledge any
     of the  Capital  Stock of any  Foreign  Subsidiary  owned by such  Material
     Foreign Subsidiary.

                                       58
<PAGE>

     7.13 ENVIRONMENTAL LAWS.

          (a) The  Consolidated  Parties  shall comply in all material  respects
     with,  and take  reasonable  actions to ensure  compliance  in all material
     respects  by all tenants  and  subtenants,  if any,  with,  all  applicable
     Environmental  Laws and obtain and comply in all material respects with and
     maintain,  and take  reasonable  actions  to ensure  that all  tenants  and
     subtenants  obtain and comply in all material  respects  with and maintain,
     any and all licenses,  approvals,  notifications,  registrations or permits
     required by applicable Environmental Laws except to the extent that failure
     to do so would  not  reasonably  be  expected  to have a  Material  Adverse
     Effect;

          (b)  The   Consolidated   Parties   shall  conduct  and  complete  all
     investigations,  studies,  sampling and testing, and all remedial,  removal
     and other actions required under  Environmental Laws and promptly comply in
     all  material  respects  with  all  lawful  orders  and  directives  of all
     Governmental  Authorities regarding Environmental Laws except to the extent
     that the same are being contested in good faith by appropriate  proceedings
     and the  failure  to do or the  pendency  of  such  proceedings  would  not
     reasonably be expected to have a Material Adverse Effect; and

          (c) The Consolidated Parties shall defend, indemnify and hold harmless
     the Lender,  and its employees,  agents,  officers and directors,  from and
     against  any  and  all  claims,  demands,  penalties,  fines,  liabilities,
     settlements,  damages,  costs and expenses of whatever kind or nature known
     or unknown, contingent or otherwise, arising out of, or in any way relating
     to  the  violation  of,   noncompliance   with  or  liability   under,  any
     Environmental  Law  applicable to the  operations of the Borrower or any of
     its Subsidiaries or the Facilities, or any orders,  requirements or demands
     of Governmental Authorities related thereto, including, without limitation,
     reasonable  attorney's and consultant's fees,  investigation and laboratory
     fees,  response costs, court costs and litigation  expenses,  except to the
     extent  that any of the  foregoing  arise  out of the gross  negligence  or
     willful  misconduct  of the party  seeking  indemnification  therefor.  The
     agreements in this paragraph  shall survive  repayment of the Loans and all
     other amounts payable hereunder, and termination of the Commitments.

     7.14 COLLATERAL.

     If,  subsequent  to the Closing Date, a Credit Party shall acquire any real
property, intellectual property, securities instruments,  chattel paper or other
personal property required to be delivered to the Lender as Collateral hereunder
or under any of the Collateral  Documents,  the Borrower shall notify the Lender
of same in each case as soon as  practicable  after the  acquisition  thereof or
execution of such lease agreement, as appropriate.  Each Credit Party shall take
such action as  reasonably  requested by the Lender and at its own  expense,  to
ensure that the Lender shall have a first  priority  perfected  Lien in all real
property  and  personal  property of the Credit  Parties  (whether  now owned or
hereafter acquired), subject only to Permitted Liens.




                                       59
<PAGE>

                                    SECTION 8

                               NEGATIVE COVENANTS

     Each Credit Party hereby  covenants and agrees that, so long as this Credit
Agreement  is in  effect or any  amounts  payable  hereunder  or under any other
Credit  Document  shall  remain  outstanding,  and until all of the  Commitments
hereunder shall have terminated:

     8.1 INDEBTEDNESS.

     The Credit  Parties  will not permit any  Consolidated  Party to  contract,
create, incur, assume or permit to exist any Indebtedness, except:

          (a)  Indebtedness  arising  under this Credit  Agreement and the other
     Credit Documents;

          (b) Indebtedness of the Consolidated Parties set forth in Schedule 8.1
     (and renewals, refinancings and extensions thereof);

          (c) purchase money Indebtedness  (including  obligations in respect of
     Capital Leases or Synthetic Leases) hereafter  incurred by any Consolidated
     Party to finance the purchase of fixed assets  provided  that (i) the total
     of all such purchase money Indebtedness  (including any such purchase money
     Indebtedness  referred  to in  subsection  (b)  above)  shall not exceed an
     aggregate principal amount of $10,000,000 at any one time outstanding; (ii)
     such  purchase  money  Indebtedness  when  incurred  shall not  exceed  the
     purchase price of the asset(s)  financed;  and (iii) no such purchase money
     Indebtedness  shall be refinanced  for a principal  amount in excess of the
     principal balance outstanding thereon at the time of such refinancing;

          (d)  obligations  of the  Consolidated  Parties  in respect of Hedging
     Agreements entered into in order to manage existing or anticipated interest
     rate or exchange rate risks and not for speculative purposes;

          (e) other  unsecured  Indebtedness of the  Consolidated  Parties in an
     amount not to exceed $5,000,000 in the aggregate at any one time;

          (f) the Subordinated Debt;

          (g) unsecured intercompany  Indebtedness owing by a Consolidated Party
     to a Credit Party (permitted under Section 8.6);

          (h) obligations of Meridian or any of its Subsidiaries with respect to
     any letter of credit,  bond or other  surety  provided  for the  account of
     Meridian or any of its  Subsidiaries  to support  Meridian's  or any of its
     Subsidiaries' obligations to the French VAT authorities; provided, that (i)
     the aggregate amount of such obligations shall not exceed $6,000,000 in the
     aggregate and (ii) such Indebtedness  shall not have a cross-default to the
     Indebtedness  arising  under this  Credit  Agreement  and the other  Credit
     Documents; and

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<PAGE>

          (i) the Meridian Loan.

     8.2 LIENS.

     The Credit  Parties  will not permit any  Consolidated  Party to  contract,
create,  incur,  assume or permit to exist any Lien with  respect  to any of its
Property  (other than any "margin  stock" within the meaning of  Regulation  U),
whether now owned or after acquired, except for Permitted Liens.

     8.3 NATURE OF BUSINESS.

     The Credit  Parties will not permit any  Consolidated  Party to  materially
alter the nature of the  business  conducted  by such  Person as of the  Closing
Date.

     8.4 CONSOLIDATION, MERGER, DISSOLUTION, ETC.

     The Credit Parties will not permit any Consolidated Party to enter into any
transaction of merger or consolidation or liquidate,  wind up or dissolve itself
(or suffer any liquidation or dissolution);  provided that,  notwithstanding the
foregoing  provisions  of this  Section  8.4, (a) the Parent or the Borrower may
merge or consolidate with any of its  Subsidiaries  provided that (i) the Parent
or the  Borrower  shall be the  continuing  or surviving  corporation,  (ii) the
Parent  shall not  merge or  consolidate  with the  Borrower,  (iii) the  Credit
Parties shall cause to be executed and delivered such documents, instruments and
certificates  as the Lender may  reasonably  request  in order to  maintain  the
perfection  and  priority  of the  Lender's  liens on the  assets of the  Credit
Parties as required by Section 7.14 after giving effect to such  transaction and
(iv) after  giving  effect to such  transaction,  no Default or Event of Default
exists, (b) any Credit Party other than the Borrower and the Parent may merge or
consolidate  with any other  Credit  Party other than the Borrower or the Parent
provided  that (i) the Credit  Parties  shall cause to be executed and delivered
such  documents,  instruments  and  certificates  as the Lender  may  reasonably
request in order to maintain the  perfection  and priority of the Lender's liens
on the assets of the Credit  Parties as  required by Section  7.14 after  giving
effect to such transaction and (ii) after giving effect to such transaction,  no
Default or Event of Default exists,  (c) any  Consolidated  Party which is not a
Credit  Party  may be  merged  or  consolidated  with or into any  Credit  Party
provided  that (i)  such  Credit  Party  shall be the  continuing  or  surviving
corporation,  (ii) the Credit  Parties  shall cause to be executed and delivered
such  documents,  instruments  and  certificates  as the Lender  may  reasonably
request in order to maintain the  perfection  and priority of the Lender's liens
on the assets of the Credit  Parties as  required by Section  7.14 after  giving
effect to such transaction and (iii) after giving effect to such transaction, no
Default or Event of Default exists,  and (d) any Consolidated Party which is not
a Credit Party may be merged or consolidated with or into any other Consolidated
Party which is not a Credit Party  provided  that,  after giving  effect to such
transaction, no Default or Event of Default exists.

     8.5 ASSET DISPOSITIONS.

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<PAGE>

     The Credit Parties will not permit any Consolidated Party to make any Asset
Disposition (including,  without limitation, any Sale and Leaseback Transaction)
other than:

          (i) the sale of inventory in the ordinary  course of business for fair
     consideration;

          (ii) the sale or disposition of machinery and equipment no longer used
     or useful in the conduct of such Person's business;

          (iii) the sale, transfer or other disposition of "margin stock" within
     the meaning of Regulation U;

          (iv)  other  sales of  assets  in an  aggregate  amount  not to exceed
     $1,000,000 in any fiscal year; and

          (v) the  sale of the  Ship & Debit  Division;  provided  that  (A) the
     Borrower receives at least $1,000,000 in Net Cash Proceeds from the sale of
     such division and (B) the Borrower  immediately prepays the Loans with such
     Net Cash Proceeds in accordance with the terms of Section 3.3(b)(ii).

     Upon a sale of assets  permitted  by this  Section  8.5,  the Lender  shall
deliver to the  Borrower,  upon the  Borrower's  request  and at the  Borrower's
expense,  such documentation as is reasonably  necessary to evidence the release
of the Lender's security interest in such assets.

     8.6 INVESTMENTS.

     The  Credit  Parties  will  not  permit  any  Consolidated  Party  to  make
Investments in or to any Person, except for Permitted Investments.

     8.7 RESTRICTED PAYMENTS.

     The Credit Parties will not permit any  Consolidated  Party to, directly or
indirectly,  declare, order, make or set apart any sum for or pay any Restricted
Payment,  except  (a) to make  dividends  payable  solely  in the same  class of
Capital  Stock of such  Person,  (b) to make  dividends  or other  distributions
payable to the Borrower  (directly or indirectly  through  Subsidiaries) and (c)
the Borrower may make  distributions to the Parent in an amount necessary to pay
interest on the Subordinated Debt.

     8.8 TRANSACTIONS WITH AFFILIATES.

     The Credit Parties will not permit any Consolidated  Party to enter into or
permit to exist any  transaction  or series of  transactions  with any  officer,
director, shareholder,  Subsidiary or Affiliate of such Consolidated Party other
than (a) normal  compensation  and  reimbursement  of expenses  of officers  and
directors  and (b)  except as  otherwise  specifically  limited  in this  Credit
Agreement,  other  transactions which are entered into in the ordinary course of
such Person's  business on terms and  conditions  substantially  as favorable to
such Person as would be obtainable by it in a comparable arms-length transaction


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<PAGE>

with a Person  other  than an  officer,  director,  shareholder,  Subsidiary  or
Affiliate of such Consolidated Party.  Notwithstanding  the foregoing,  Meridian
International is permitted to make the Meridian Loan.

     8.10 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

     The Credit  Parties  will not permit any  Consolidated  Party to (a) amend,
modify or change its articles of  incorporation  (or corporate  charter or other
similar  organizational  document)  or bylaws (or other  similar  document) in a
manner materially  adverse to the Lender or (b) change its fiscal year; it being
understood  and agreed that any  amendment to the articles of  incorporation  of
PRGRS,  Inc.  that  provides  the books and records of such Credit Party will be
maintained in the Cayman Islands or Bermuda shall not be deemed to be materially
adverse to the Lender.  The Credit  Parties will promptly  deliver to the Lender
copies  of  any  amendments,  modifications  and  changes  to  the  articles  of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other similar document) of any Consolidated Party.

     8.11 LIMITATION ON RESTRICTED ACTIONS.

     The Credit Parties will not permit any  Consolidated  Party to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance  or  restriction  on the  ability  of any  such  Person  to (a)  pay
dividends  or make any other  distributions  to any Credit  Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits,  (b) pay any  Indebtedness  or other  obligation owed to any Credit
Party,  (c) make loans or  advances  to any  Credit  Party,  (d) sell,  lease or
transfer any of its  properties or assets to any Credit  Party,  or (e) act as a
Guarantor  and  pledge  its  assets  pursuant  to the  Credit  Documents  or any
renewals,  refinancings,  exchanges, refundings or extension thereof, except (in
respect of any of the  matters  referred to in clauses  (a)-(d)  above) for such
encumbrances  or  restrictions  existing  under or by reason of (i) this  Credit
Agreement  and the  other  Credit  Documents,  (ii)  applicable  law,  (iii) the
Indenture or (iv) any document or  instrument  governing  Indebtedness  incurred
pursuant to Section 8.1(c), provided that any such restriction contained therein
relates  only to the asset or  assets  constructed  or  acquired  in  connection
therewith.

     8.12 OWNERSHIP OF SUBSIDIARIES.

     Notwithstanding  any  other  provisions  of this  Credit  Agreement  to the
contrary,  the Credit  Parties  will not permit  any  Consolidated  Party to (i)
permit any Person (other than the Parent or any  Wholly-Owned  Subsidiary of the
Parent) to own any Capital Stock of any  Subsidiary  of the Parent,  (ii) permit
any  Subsidiary of the Parent to issue Capital Stock (except to the Parent or to
a Wholly-Owned Subsidiary of the Parent), (iii) permit, create, incur, assume or
suffer to exist any Lien thereon,  in each case except (A) to qualify  directors
where required by applicable law or to satisfy other  requirements of applicable
law with respect to the  ownership of Capital Stock of Foreign  Subsidiaries  or
(B) for  Permitted  Liens  and (iv)  notwithstanding  anything  to the  contrary
contained in clause (ii) above, permit any Subsidiary of the Parent to issue any
shares of preferred Capital Stock.



                                       63
<PAGE>

     8.13 SALE LEASEBACKS.

     Except for  transactions  permitted by Section  8.1(c)  hereof,  the Credit
Parties  will not permit any  Consolidated  Party to,  directly  or  indirectly,
become or remain  liable as lessee or as  guarantor or other surety with respect
to any lease,  whether an Operating  Lease or a Capital  Lease,  of any Property
(whether real, personal or mixed),  whether now owned or hereafter acquired, (a)
which such Consolidated  Party has sold or transferred or is to sell or transfer
to a Person  which is not a  Consolidated  Party or (b) which such  Consolidated
Party intends to use for  substantially  the same purpose as any other  Property
which has been sold or is to be sold or transferred by such  Consolidated  Party
to another  Person which is not a  Consolidated  Party in  connection  with such
lease.

     8.14 CAPITAL EXPENDITURES.

     The  Credit  Parties  will  not  permit  aggregate   Consolidated   Capital
Expenditures for any fiscal year to exceed $12 million.

     8.15 NO FURTHER NEGATIVE PLEDGES.

     The Credit  Parties will not permit any  Consolidated  Party to enter into,
assume or become subject to any agreement  prohibiting or otherwise  restricting
the creation or  assumption of any Lien upon its  properties or assets,  whether
now owned or hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other  obligation,  except (a) pursuant
to this Credit  Agreement  and the other Credit  Documents,  (b) pursuant to the
Indenture or (c) pursuant to any document or instrument  governing  Indebtedness
incurred  pursuant  to  Section  8.1(c),  provided  that  any  such  restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith.

     8.16 LIMITATION ON FOREIGN EBITDA.

     The Credit  Parties will not permit the aggregate  portion of  Consolidated
EBITDA for any period attributable to First Tier Foreign  Subsidiaries which are
not Material Foreign  Subsidiaries to exceed 10% of Consolidated EBITDA for such
period.

     8.17 SUBORDINATED DEBT.

     No Credit  Party will,  nor will it permit any of its  Subsidiaries  to (a)
make or offer to make any principal  payments  with respect to the  Subordinated
Debt,  (b) redeem or offer to redeem any of the  Subordinated  Debt, (c) deposit
any funds intended to discharge the Subordinated Debt or (d) amend or modify the
Subordinated  Debt in any manner that would adversely  affect the Lender without
the prior written consent of the Lender.



                                       64
<PAGE>


     8.18 NOTICE UNDER THE INDENTURE.

     The  Parent  covenants  and  agrees  that it will give the  written  notice
pursuant  to Section  11.11 of the  Indenture  to the Trustee (as defined in the
Indenture) immediately upon the request of the Lender.


                                    SECTION 9

                                EVENTS OF DEFAULT

     9.1 EVENTS OF DEFAULT.

     An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):

          (a) Payment.  Any Credit Party shall  default,  and such default shall
     continue for five (5) or more Business Days, in the payment when due of any
     principal of or interest on the Loans or on any  reimbursement  obligations
     arising  from  drawings  under  Letters of Credit,  or of any Fees or other
     amounts  owing  hereunder,  under any of the other  Credit  Documents or in
     connection herewith or therewith; or

          (b) Representations. Any representation, warranty or statement made or
     deemed to be made by any Credit  Party  herein,  in any of the other Credit
     Documents,  or in any statement or certificate  delivered or required to be
     delivered  pursuant  hereto or thereto  shall prove  untrue in any material
     respect on the date as of which it was deemed to have been made; or

          (c) Covenants. Any Credit Party shall

               (i) default in the due  performance  or  observance  of any term,
          covenant or agreement  contained in Sections 7.2, 7.4, 7.9, 7.11, 7.12
          or 7.14 or Section 8;

               (ii) default in the due  performance  or  observance of any term,
          covenant or agreement  contained in Sections 7.1(a),  (b), (c), (d) or
          (e) and such  default  shall  continue  unremedied  for a period of at
          least 5 days after the  earlier of a  responsible  officer of a Credit
          Party  becoming aware of such default or notice thereof by the Lender;
          or

               (iii) default in the due  performance  or observance by it of any
          term,   covenant  or  agreement  (other  than  those  referred  to  in
          subsections (a), (b), (c)(i) or (c)(ii) of this Section 9.1) contained
          in this Credit  Agreement and such default shall  continue  unremedied
          for a period of at least 30 days after the  earlier  of a  responsible
          officer of a Credit  Party  becoming  aware of such  default or notice
          thereof by the Lender; or

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<PAGE>

          (d) Other Credit Documents.  (i) Any Credit Party shall default in the
     due performance or observance of any term,  covenant or agreement in any of
     the other Credit Documents (subject to applicable grace or cure periods, if
     any),  or (ii)  except as a result of or in  connection  with a merger of a
     Subsidiary  permitted  under Section 8.4, any Credit Document shall fail to
     be in full force and effect or to give the Lender the Liens, rights, powers
     and privileges  purported to be created thereby,  or any Credit Party shall
     so state in writing; or

          (e) Guaranties. Except as the result of or in connection with a merger
     of a Subsidiary  permitted  under  Section  8.4, the guaranty  given by any
     Guarantor  hereunder   (including  any  Additional  Credit  Party)  or  any
     provision  thereof  shall  cease to be in full  force  and  effect,  or any
     Guarantor  (including any Additional  Credit Party) hereunder or any Person
     acting by or on behalf  of such  Guarantor  shall  deny or  disaffirm  such
     Guarantor's obligations under such guaranty, or any Guarantor shall default
     in the due performance or observance of any term,  covenant or agreement on
     its part to be performed or observed  pursuant to any guaranty  (subject to
     applicable grace and cure periods, if any); or

          (f) Bankruptcy,  etc. Any Bankruptcy Event shall occur with respect to
     any Consolidated Party; or

          (g) Defaults under Other Agreements.

               (i) Any  Consolidated  Party shall default in the  performance or
          observance  (beyond the applicable  grace period with respect thereto,
          if any) of any  material  obligation  or  condition of any contract or
          lease material to the Consolidated Parties, taken as a whole; or

               (ii) With respect to any  Indebtedness  (other than  Indebtedness
          outstanding  under this Credit  Agreement)  in excess of $1,000,000 in
          the aggregate for the  Consolidated  Parties taken as a whole, (A) any
          Consolidated  Party  shall (1)  default  in any  payment  (beyond  the
          applicable grace period with respect thereto,  if any) with respect to
          any such  Indebtedness,  or (2) the  occurrence  and  continuance of a
          default in the observance or performance relating to such Indebtedness
          or contained in any  instrument or agreement  evidencing,  securing or
          relating  thereto,  or any other  event or  condition  shall  occur or
          condition  exist,  the  effect  of which  default  or  other  event or
          condition  is to cause,  or  permit,  the  holder or  holders  of such
          Indebtedness  (or trustee or agent on behalf of such holders) to cause
          (determined  without  regard to whether any notice or lapse of time is
          required),  any such  Indebtedness  to become  due prior to its stated
          maturity;  or (B) any  such  Indebtedness  shall be  declared  due and
          payable, or required to be prepaid other than by a regularly scheduled
          required prepayment, prior to the stated maturity thereof; or

          (h)  Judgments.  One or more  judgments  or  decrees  shall be entered
     against one or more of the  Consolidated  Parties  involving a liability of
     $1,000,000  or more in the  aggregate  (to the  extent  not  paid or  fully


                                       66
<PAGE>

     covered by insurance  provided by a carrier who has  acknowledged  coverage
     and has the ability to perform) and any such judgments or decrees shall not
     have been vacated,  discharged or stayed or bonded pending appeal within 30
     days from the entry thereof; or

          (i) ERISA. Any of the following events or conditions, if such event or
     condition  could  have a  Material  Adverse  Effect:  (i) any  "accumulated
     funding  deficiency,"  as such term is defined in Section  302 of ERISA and
     Section 412 of the Code, whether or not waived, shall exist with respect to
     any Plan, or any lien shall arise on the assets of any  Consolidated  Party
     or any ERISA  Affiliate in favor of the PBGC or a Plan; (ii) an ERISA Event
     shall  occur  with  respect  to a Single  Employer  Plan,  which is, in the
     reasonable  opinion of the Lender,  likely to result in the  termination of
     such Plan for  purposes  of Title IV of ERISA;  (iii) an ERISA  Event shall
     occur with respect to a Multiemployer Plan or Multiple Employer Plan, which
     is, in the  reasonable  opinion of the Lender,  likely to result in (A) the
     termination  of such Plan for  purposes  of Title IV of  ERISA,  or (B) any
     Consolidated  Party or any  ERISA  Affiliate  incurring  any  liability  in
     connection with a withdrawal from, reorganization of (within the meaning of
     Section  4241 of ERISA),  or  insolvency  or (within the meaning of Section
     4245 of ERISA) such Plan; or (iv) any  prohibited  transaction  (within the
     meaning of Section  406 of ERISA or Section  4975 of the Code) or breach of
     fiduciary  responsibility  shall occur  which may subject any  Consolidated
     Party or any ERISA  Affiliate to any  liability  under  Sections  406, 409,
     502(i),  or  502(l)  of ERISA or  Section  4975 of the  Code,  or under any
     agreement or other instrument  pursuant to which any Consolidated  Party or
     any ERISA  Affiliate  has agreed or is  required  to  indemnify  any person
     against any such liability;

          (j) Ownership. There shall occur a Change of Control; or

          (j)  Subordinated  Debt.  There  shall occur (a) an "Event of Default"
     under,  and as defined in, the  Indenture  or (b) a "Change in Control" (or
     any comparable term) under and as defined in the Indenture.

     9.2 ACCELERATION; REMEDIES.

     Upon the  occurrence  of an Event of  Default,  and at any time  thereafter
unless and until such Event of Default has been waived by the Lender or cured to
the satisfaction of the Lender in its reasonable  discretion,  the Lender shall,
by written notice to the Credit Parties, take any of the following actions:

          (a)  Termination of Commitments.  Declare the  Commitments  terminated
     whereupon the Commitments shall be immediately terminated.

          (b)  Acceleration.  Declare  the unpaid  principal  of and any accrued
     interest in respect of all Loans,  any  reimbursement  obligations  arising
     from drawings under Letters of Credit and any and all other indebtedness or
     obligations of any and every kind owing by the Credit Parties to the Lender
     hereunder to be due whereupon the same shall be immediately due and payable
     without  presentment,  demand,  protest or other notice of any kind, all of
     which are hereby waived by the Credit Parties.

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<PAGE>

          (c) Cash Collateral.  Direct the Credit Parties to pay (and the Credit
     Parties agree that upon receipt of such notice,  or upon the  occurrence of
     an Event of Default under Section 9.1(f), they will immediately pay) to the
     Lender  additional  cash,  to be held by the Lender,  in a cash  collateral
     account  as  additional  security  for the LOC  Obligations  in  respect of
     subsequent  drawings  under all then  outstanding  Letters  of Credit in an
     amount equal to the maximum  aggregate  amount which may be drawn under all
     Letters of Credits then outstanding.

          (d)  Enforcement  of Rights.  Enforce any and all rights and interests
     created  and  existing  under  the  Credit  Documents  including,   without
     limitation,   all  rights  and  remedies   existing  under  the  Collateral
     Documents,  all rights and remedies  against a Guarantor  and all rights of
     set-off.

     Notwithstanding the foregoing,  if an Event of Default specified in Section
9.1(f)  shall occur with respect to the  Borrower,  then the  Commitments  shall
automatically  terminate and all Loans, all  reimbursement  obligations  arising
from drawings under Letters of Credit,  all accrued interest in respect thereof,
all accrued and unpaid Fees and other  indebtedness or obligations  owing to the
Lender hereunder  automatically shall immediately become due and payable without
the giving of any notice or other action by the Lender.

     9.3 APPLICATION OF FUNDS.

     After the  exercise of remedies  provided  for in Section 9.2 (or after the
Loans  have  automatically  become  immediately  due  and  payable  and  the LOC
Obligations have  automatically  been required to be Cash  Collateralized as set
forth in the proviso to Section  9.2),  any  amounts  received on account of the
Credit Party Obligations shall be applied by the Lender in the manner determined
by the Lender in its sole  discretion.  Any surplus  remaining  after payment in
full of the Credit  Party  Obligations  shall be  returned  to the  Borrower  or
whomsoever  a court of  competent  jurisdiction  shall  determine to be entitled
thereto.



                                   SECTION 10

                                  MISCELLANEOUS

     10.1 NOTICES.

     (a) Notices Generally.  Except as otherwise  expressly provided herein, all
notices  and  other  communications  shall  have  been  duly  given and shall be
effective  (i) when  delivered,  (ii) when  transmitted  via  telecopy (or other
facsimile device) to the number set out below,  (iii) the Business Day following
the day on which the same has been  delivered  prepaid to a  reputable  national
overnight air courier service,  or (iv) the third Business Day following the day
on which the same is sent by certified or registered mail,  postage prepaid,  in
each case to the  respective  parties at the address,  in the case of the Credit


                                       68
<PAGE>

Parties and the Lender,  set forth below, or at such other address as such party
may specify by written notice to the other parties hereto:

     if to any Credit Party:

                  PRG-Schultz USA, Inc.
                  600 Galleria Parkway, Suite 100
                  Atlanta, Georgia 30339
                  Attn:  Chief Financial Officer
                  Telephone:  (770) 779-3230
                  Telecopy:  (770) 779-3042

     with a copy to:

                  PRG-Schultz USA, Inc.
                  600 Galleria Parkway, Suite 100
                  Atlanta, Georgia 30339
                  Attn:  General Counsel
                  Telephone:  (770) 779-3051
                  Telecopy:  (770) 779-3034

     if to the Lender:

                  Bank of America, N.A.
                  600 Peachtree Street, NE
                  13th Floor
                  Atlanta, Georgia  30308
                  Attn:  Nancy S. Goldman
                  Telephone:  (404) 607-4483
                  Telecopy:    (404) 607-6343

Notices sent by hand or  overnight  courier  service,  or mailed by certified or
registered mail, shall be deemed to have been given when received;  notices sent
by telecopier  shall be deemed to have been given when sent (except that, if not
given during normal  business hours for the  recipient,  shall be deemed to have
been  given  at the  opening  of  business  on the  next  business  day  for the
recipient).  Notices delivered through  electronic  communications to the extent
provided  in  subsection  (b) below,  shall be  effective  as  provided  in such
subsection (b).

     (b)  Electronic  Communications.  Notices and other  communications  to the
Lender  hereunder  may be delivered or  furnished  by  electronic  communication
(including  e-mail and  Internet or intranet  websites)  pursuant to  procedures
approved by the Lender. The Lender or the Borrower may, in its discretion, agree
to accept  notices  and  other  communications  to it  hereunder  by  electronic
communications  pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.



                                       69
<PAGE>

Unless the Lender  otherwise  prescribes,  (i) notices and other  communications
sent to an e-mail address shall be deemed received upon the sender's  receipt of
an  acknowledgement  from the intended recipient (such as by the "return receipt
requested"   function,   as   available,   return   e-mail   or  other   written
acknowledgement),  provided  that if such notice or other  communication  is not
sent  during  the  normal  business  hours  of the  recipient,  such  notice  or
communication  shall be deemed to have been sent at the  opening of  business on
the next  business day for the  recipient,  and (ii)  notices or  communications
posted to an Internet  or intranet  website  shall be deemed  received  upon the
deemed  receipt by the intended  recipient at its e-mail address as described in
the foregoing  clause (i) of notification  that such notice or  communication is
available and identifying the website address therefor.

     (c) Change of Address,  Etc. Each of the Borrower and the Lender may change
its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.

     (d)  Reliance by Lender.  The Lender shall be entitled to rely and act upon
any  notices  (including  telephonic  Loan  Notices)  purportedly  given  by  an
executive  officer of the  Borrower on behalf of the  Borrower  even if (i) such
notices were not made in a manner specified herein,  were incomplete or were not
preceded or followed by any other form of notice specified  herein,  or (ii) the
terms  thereof,  as understood by the  recipient,  varied from any  confirmation
thereof.  The Borrower shall  indemnify the Lender and its Related  Parties from
all losses,  costs, expenses and liabilities resulting from the reliance by such
Person on each notice  purportedly  given by or on behalf of the  Borrower.  All
telephonic notices to and other telephonic communications with the Lender may be
recorded by the Lender,  and each of the parties hereto hereby  consents to such
recording.

     10.2 RIGHT OF SET-OFF; ADJUSTMENTS.

     Upon the occurrence and during the continuance of any Event of Default, the
Lender (and each of its  Affiliates)  is hereby  authorized at any time and from
time to time, to the fullest  extent  permitted by law, to set off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness at any time owing by the Lender (or any of
its  Affiliates) to or for the credit or the account of any Credit Party against
any and all of the  obligations  of such Person now or hereafter  existing under
this  Credit  Agreement,  under the Notes,  under any other  Credit  Document or
otherwise,  irrespective  of whether the Lender shall have made any demand under
hereunder or thereunder  and although  such  obligations  may be unmatured.  The
Lender  agrees  promptly  to notify any  affected  Credit  Party  after any such
set-off and application made by the Lender; provided,  however, that the failure
to  give  such  notice  shall  not  affect  the  validity  of such  set-off  and
application. The rights of the Lender under this Section 10.2 are in addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
set-off) that the Lender may have.

     10.3 SUCCESSORS AND ASSIGNS.

     (a) The provisions of this Credit Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted  hereby,  except that the Credit  Parties may not assign or  otherwise
transfer any of their rights or obligations  hereunder without the prior written
consent of the Lender (and any  attempted  assignment  or transfer by any Credit


                                       70
<PAGE>

Party  without  such  consent  shall be null and void).  Nothing in this  Credit
Agreement,  expressed  or implied,  shall be construed to confer upon any Person
(other  than  the  parties  hereto,  their  respective  successors  and  assigns
permitted  hereby  and,  to  the  extent  expressly   contemplated  hereby,  the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Credit Agreement.

     (b) The Lender  may  assign all or a portion of its rights and  obligations
under this Credit Agreement (including all or any portion of the Loans) provided
that,  so long as no Event of  Default  then  exists,  the  Borrower  shall have
consented to the assignment (such consent shall not be unreasonably  withheld or
delayed).  From and after the effective  date of such  assignment,  the assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such  assignment,  have the rights and  obligations  of the Lender under this
Credit  Agreement,  and the assigning Lender  thereunder shall, to the extent of
the interest assigned by such assignment, be released from its obligations under
this Credit  Agreement  (and, in the case of an  assignment  covering all of the
assigning  Lender's  rights and  obligations  under this Credit  Agreement,  the
assigning  Lender  shall  cease to be a party  hereto but shall  continue  to be
entitled to the benefits of Sections 10.4, 10.8 and 10.12).  Upon request by the
assigning  Lender  and/or the assignee  Lender,  the Borrower  shall execute and
deliver  new or  replacement  Revolving  Notes to the  assigning  Lender and the
assignee Lender.

     (c) Notwithstanding  anything herein to the contrary, the Lender may at any
time, without the consent of the Borrower,  pledge or assign a security interest
in all or any portion of its rights under this Credit Agreement (including under
the Revolving Note) to secure obligations of the Lender, including any pledge or
assignment to secure  obligations  to a Federal  Reserve Bank;  provided that no
such pledge or assignment  shall release the Lender from any of its  obligations
hereunder or  substitute  any such pledgee or assignee for the Lender as a party
hereto.

     10.4 EXPENSES; INDEMNIFICATION.

     (a) The Credit  Parties  jointly and  severally  agree to pay on demand all
reasonable  costs and expenses of the Lender in connection with the preparation,
execution, delivery, administration,  modification, and amendment of this Credit
Agreement,  the other Credit Documents,  and the other documents to be delivered
hereunder,  including,  without limitation,  the reasonable fees and expenses of
counsel for the Lender with  respect  thereto and with  respect to advising  the
Lender as to its rights and  responsibilities  under the Credit  Documents.  The
Credit  Parties  further  jointly  and  severally  agree  to pay on  demand  all
reasonable  costs  and  expenses  of  the  Lender,  if any  (including,  without
limitation,  reasonable  attorneys'  fees and expenses),  in connection with the
enforcement (whether through negotiations,  legal proceedings,  or otherwise) of
the Credit Documents and the other documents to be delivered hereunder.

     (b) Whether or not the  transactions  contemplated  hereby are consummated,
the  Borrower  agrees to  indemnify,  save and hold  harmless the Lender and its
respective  Affiliates,  directors,  officers,  employees,  counsel,  agents and
attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and
all claims,  demands,  actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Lender) relating directly or indirectly


                                       71
<PAGE>

to a claim,  demand,  action or cause of action that such Person  asserts or may
assert  against any Credit  Party,  any  Affiliate of any Credit Party or any of
their respective officers or directors; (b) any and all claims, demands, actions
or  causes  of  action  that may at any time  (including  at any time  following
repayment of the Credit Party  Obligations)  be asserted or imposed  against any
Indemnitee, arising out of or relating to, the Credit Documents, any predecessor
Credit Documents,  the Commitments,  the use or contemplated use of the proceeds
of any  Extension  of Credit,  or the  relationship  of any Credit Party and the
Lender under this Credit Agreement or any other Credit Document;  (c) any actual
or alleged  presence or release of  Hazardous  Materials on or from any property
currently or formerly owned or operated by the Borrower or any Subsidiary of the
Parent, or any Environmental Liability related in any way to the Borrower or any
Subsidiary of the Parent; (d) any administrative or investigative  proceeding by
any Governmental  Authority arising out of or related to a claim, demand, action
or cause of action described in subsection (a) or (b) above; and (e) any and all
liabilities (including liabilities under indemnities), losses, costs or expenses
(including  reasonable fees and costs of counsel) that any Indemnitee suffers or
incurs as a result of the  assertion of any  foregoing  claim,  demand,  action,
cause of action or proceeding,  or as a result of the preparation of any defense
in  connection  with any foregoing  claim,  demand,  action,  cause of action or
proceeding,  in all cases,  whether or not arising out of the  negligence  of an
Indemnitee,  and whether or not an Indemnitee is a party to such claim,  demand,
action,  cause of action or proceeding  (all the  foregoing,  collectively,  the
"Indemnified  Liabilities");  provided that no  Indemnitee  shall be entitled to
indemnification  for any claim  caused by its own gross  negligence  or  willful
misconduct  or for any loss  asserted  against  it by  another  Indemnitee.  The
agreements in this Section shall survive the  termination of the Commitments and
repayment of all the other Credit Party Obligations.

     (c) Without  prejudice to the survival of any other agreement of the Credit
Parties  hereunder,  the  agreements  and  obligations  of  the  Credit  Parties
contained  in this Section 10.4 shall  survive the  repayment of the Loans,  LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

     10.5 AMENDMENTS, WAIVERS AND CONSENTS.

     Neither this Credit  Agreement nor any other Credit Document nor any of the
terms  hereof  or  thereof  may  be  amended,  changed,  waived,  discharged  or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Lender and the Borrower.

     10.6 COUNTERPARTS.

     This Credit Agreement may be executed in any number of  counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall  constitute  one and the same  instrument.  It shall not be  necessary  in
making  proof of this Credit  Agreement  to produce or account for more than one
such counterpart for each of the parties hereto. Delivery by facsimile by any of
the parties hereto of an executed  counterpart of this Credit Agreement shall be
as effective as an original  executed  counterpart  hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

                                       72
<PAGE>

     10.7 HEADINGS.

     The  headings of the  sections  and  subsections  hereof are  provided  for
convenience  only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

     10.8 SURVIVAL.

     All indemnities set forth herein, including, without limitation, in Section
2.2(i),  3.11,  3.12,  10.5 or 11.5 shall  survive the execution and delivery of
this Credit  Agreement,  the making of the Loans, the issuance of the Letters of
Credit,  the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments  hereunder,  and all
representations  and warranties  made by the Credit Parties herein shall survive
delivery of the Notes and the making of the Loans hereunder.

     10.9 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

          (a) THIS CREDIT  AGREEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
     ACCORDANCE  WITH, the LAW OF THE STATE OF GEORGIA  applicable to agreements
     made and to be  performed  entirely  within such State;  PROVIDED  THAT THE
     LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) ANY  LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO THIS  CREDIT
     AGREEMENT OR ANY OTHER CREDIT  DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
     STATE OF GEORGIA  SITTING IN COBB COUNTY,  GEORGIA OR OF THE UNITED  STATES
     FOR THE NORTHERN  DISTRICT OF SUCH STATE,  AND BY EXECUTION AND DELIVERY OF
     THIS CREDIT  AGREEMENT,  EACH  CREDIT  PARTY AND THE LENDER  CONSENTS,  FOR
     ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
     THOSE  COURTS.  EACH  CREDIT  PARTY AND THE LENDER  IRREVOCABLY  WAIVES ANY
     OBJECTION,  INCLUDING  ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
     GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
     BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
     CREDIT DOCUMENT OR OTHER DOCUMENT  RELATED  THERETO.  EACH CREDIT PARTY AND
     THE LENDER  WAIVES  PERSONAL  SERVICE OF ANY  SUMMONS,  COMPLAINT  OR OTHER
     PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
     STATE.

     10.10 WAIVER OF JURY TRIAL.

     EACH PARTY TO THIS CREDIT  AGREEMENT  HEREBY  EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION ARISING UNDER ANY
CREDIT  DOCUMENT OR IN ANY WAY  CONNECTED  WITH OR RELATED OR  INCIDENTAL TO THE
DEALINGS  OF THE  PARTIES  HERETO  OR ANY OF THEM  WITH  RESPECT  TO ANY  CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;  AND
EACH PARTY HEREBY  AGREES AND CONSENTS  THAT ANY SUCH CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION  SHALL BE DECIDED BY COURT  TRIAL  WITHOUT A JURY,  AND THAT ANY
PARTY TO THIS CREDIT  AGREEMENT  MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF
THIS  SECTION  WITH  ANY  COURT  AS  WRITTEN  EVIDENCE  OF  THE  CONSENT  OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



                                       73
<PAGE>

     10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All  representations  and warranties made hereunder and in any other Credit
Document or other document delivered pursuant hereto or thereto or in connection
herewith or  therewith  shall  survive the  execution  and  delivery  hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Lender,  regardless of any investigation made by the Lender or on its behalf
and  notwithstanding  that the Lender may have had  notice or  knowledge  of any
Default at the time of any Loans and  issuances of Letters of Credit,  and shall
continue  in full force and  effect as long as any Loan or any other  Obligation
hereunder shall remain unpaid or unsatisfied.

     10.12 SEVERABILITY.

     If any  provision  of  any of the  Credit  Documents  is  determined  to be
illegal,  invalid or unenforceable,  such provision shall be fully severable and
the  remaining  provisions  shall  remain in full  force and effect and shall be
construed  without  giving  effect  to the  illegal,  invalid  or  unenforceable
provisions.

     10.13 ENTIRETY.

     This Credit Agreement  together with the other Credit  Documents  represent
the entire agreement of the parties hereto and thereto,  and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or  correspondence  relating to the Credit Documents or the transactions
contemplated herein and therein.

     10.14 BINDING EFFECT; TERMINATION.

          (a) This Credit Agreement shall become effective at such time when all
     of the conditions set forth in Section 5.1 have been satisfied or waived by
     the Lender and it shall have been  executed  by each  Credit  Party and the
     Lender,  and  thereafter  this Credit  Agreement  shall be binding upon and
     inure to the benefit of each Credit  Party,  the Lender and its  respective
     successors and assigns.

          (b) The term of this  Credit  Agreement  shall be until no Loans,  LOC
     Obligations  or any other  amounts  payable  hereunder  or under any of the
     other Credit Documents shall remain outstanding, no Letters of Credit shall


                                       74
<PAGE>

     be outstanding,  all of the Credit Party  Obligations have been irrevocably
     satisfied in full and all of the  Commitments  hereunder shall have expired
     or been terminated.

     10.15 CONFIDENTIALITY.

     The Lender agrees to maintain the  confidentiality  of the  Information (as
defined  below),  except that  Information  may be disclosed  (a) to its and its
Affiliates' directors,  officers,  employees and agents,  including accountants,
legal counsel and other advisors (it being  understood  that the Persons to whom
such  disclosure  is made will be  informed of the  confidential  nature of such
Information and instructed to keep such  Information  confidential);  (b) to the
extent  requested by any  regulatory  authority;  (c) to the extent  required by
applicable  laws or regulations or by any subpoena or similar legal process (the
Lender agrees to provide notice of any such  requirement to the Borrower and, to
the extent reasonably requested by the Borrower, cooperate with the Borrower and
its Subsidiaries if the Borrower or any of its  Subsidiaries  seeks to have such
Information  subject  to a  protective  order);  (d) to any other  party to this
Credit Agreement;  (e) in connection with the exercise of any remedies hereunder
or any suit,  action or  proceeding  relating  to this Credit  Agreement  or the
enforcement  of  rights  hereunder;  (f)  subject  to  an  agreement  containing
provisions  substantially the same as those of this Section, to (i) any assignee
of or participant in, or any  prospective  assignee of or participant in, any of
its rights or  obligations  under this  Credit  Agreement  or (ii) any direct or
indirect   contractual   counterparty  or  prospective   counterparty  (or  such
contractual counterparty's or prospective  counterparty's  professional advisor)
to any credit  derivative  transaction  relating  to  obligations  of the Credit
Parties;  (g)  with  the  consent  of  the  Borrower;  (h) to  the  extent  such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Lender on a nonconfidential  basis
from a source other than the Credit Parties; or (i) to the National  Association
of Insurance  Commissioners or any other similar  organization or any nationally
recognized  rating agency that requires access to information about the Lender's
or its Affiliates'  investment  portfolio in connection with ratings issued with
respect to the Lender or its  Affiliates.  In addition,  the Lender may disclose
the  existence  of this  Credit  Agreement  and  information  about this  Credit
Agreement to market data  collectors,  similar service  providers to the lending
industry,   and  service   providers  to  the  Lender  in  connection  with  the
administration  and  management  of this  Credit  Agreement,  the  other  Credit
Documents, the Commitment, and the Loans and issuances of Letters of Credit. For
the purposes of this Section,  "Information" means all information received from
any Credit Party or any Subsidiary of the Parent relating to any Credit Party or
any  Subsidiary of the Parent or its business,  other than any such  information
that is available to the Lender on a  nonconfidential  basis prior to disclosure
by any Credit  Party or any  Subsidiary  of the Parent.  Any Person  required to
maintain the confidentiality of Information as provided in this Section shall be
considered  to have  complied  with its  obligation  to do so if such Person has
exercised  the same  degree  of care to  maintain  the  confidentiality  of such
Information as such Person would accord to its own confidential information. The
Lender  acknowledges that it is aware that the Borrower is a public company with
securities that are publicly traded and that the Information  includes  material
non-public Information.

                                       75
<PAGE>

     10.16 CONFLICT.

     To the  extent  that  there is a  conflict  or  inconsistency  between  any
provision hereof, on the one hand, and any provision of any Credit Document,  on
the other hand, this Credit Agreement shall control.

     10.17 USA PATRIOT ACT NOTICE.

     The Lender hereby  notifies the Borrower that pursuant to the  requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower,  which information includes the name and address of the
Borrower  and other  information  that will  allow the  Lender to  identify  the
Borrower in accordance with the Act.

                           [Signature Pages to Follow]




                                       76
<PAGE>


     Each of the  parties  hereto  has  caused  a  counterpart  of  this  Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:                        PRG-SCHULTZ USA, INC.,
                                 a Georgia corporation

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance,
                                          Chief Financial Officer and Treasurer


GUARANTORS:                      PRG-SCHULTZ INTERNATIONAL, INC.,
                                 a Georgia corporation

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance,
                                 Chief Financial Officer and Treasurer


                                 PRGFS, INC.,
                                 PRGLS, INC.,
                                 each a Delaware corporation

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance


                                 PRGRS, INC., a Delaware corporation

                                 By:    /s/ John M. Cook
                                    -----------------------------------------
                                 Name:  John M. Cook
                                      ---------------------------------------
                                 Title: Chairman & Chief Executive Officer
                                       --------------------------------------


                                 PRG HOLDING CO. (FRANCE) NO. 1, LLC,
                                 PRG HOLDING CO. (FRANCE) NO. 2, LLC,
                                 each a Delaware limited liability company

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance,
                                 Chief Financial Officer and Treasurer


<PAGE>



GUARANTORS:                      THE PROFIT RECOVERY GROUP ASIA, INC.,
                                 PRG-SCHULTZ CANADA, INC.,
                                 THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.,
                                 THE PROFIT RECOVERY GROUP NETHERLANDS, INC.,
                                 THE PROFIT RECOVERY GROUP MEXICO, INC.,
                                 PRG-SCHULTZ FRANCE, INC.,
                                 PRG-SCHULTZ AUSTRALIA, INC.,
                                 PRG-SCHULTZ BELGIUM, INC.,
                                 PRG-SCHULTZ CHILE, INC.,
                                 THE PROFIT RECOVERY GROUP GERMANY, INC.,
                                 PRG INTERNATIONAL, INC.,
                                 THE PROFIT RECOVERY GROUP SWITZERLAND, INC.,
                                 THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.,
                                 THE PROFIT RECOVERY GROUP SPAIN, INC.,
                                 THE PROFIT RECOVERY GROUP ITALY, INC.,
                                 PRG-SCHULTZ NORWAY, INC.,
                                 PRG-SCHULTZ PORTUGAL, INC.,
                                 PRG-SCHULTZ JAPAN, INC.,
                                 THE PROFIT RECOVERY GROUP COSTA RICA, INC.,
                                 PRG-SCHULTZ PUERTO RICO, INC.,
                                 PRG USA, INC.,
                                 each a Georgia corporation

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance,
                                 Chief Financial Officer and Treasurer


                                 HS&A ACQUISITION - UK, INC.,
                                 a Texas corporation

                                 By: /s/ James E. Moylan, Jr.
                                    -----------------------------------------
                                 Name:    James E. Moylan, Jr.
                                 Title:   Executive Vice President - Finance,
                                 Chief Financial Officer and Treasurer




<PAGE>


LENDER:                          BANK OF AMERICA, N.A.

                                 By:    /s/ Nancy S. Goldman
                                    -----------------------------------------
                                 Name:  Nancy S. Goldman
                                      ---------------------------------------
                                 Title: Senior Vice President
                                       --------------------------------------







<PAGE>
                                 SCHEDULE 1.1(a)

                           EXISTING LETTERS OF CREDIT

$190,000 Standby Letter of Credit issued by Bank of America #3061426 to St. Paul
Fire and Marine  Insurance  Company  having an  expiration  date of December 31,
2004.




<PAGE>


                                 SCHEDULE 1.1(b)

                                   INVESTMENTS

1. Equity  Investments of the Credit Parties  existing as of the Closing Date in
the following Persons:

         PRG-Schultz USA, Inc.
         The Profit Recovery Group Asia, Inc.
         PRG-Schultz Australia, Inc.
         PRG-Schultz Belgium, Inc.
         PRG-Schultz Canada, Inc.
         The Profit Recovery Group Costa Rica, Inc.
         The Profit Recovery Group New Zealand, Inc.
         The Profit Recovery Group Netherlands, Inc.
         The Profit Recovery Group Mexico, Inc.
         PRG-Schultz France, Inc.
         The Profit Recovery Group Germany, Inc.
         The Profit Recovery Group South Africa, Inc.
         The Profit Recovery Group Switzerland, Inc.
         The Profit Recovery Group Italy, Inc.
         The Profit Recovery Group Spain, Inc.
         PRG-Schultz Portugal, Inc.
         PRG International, Inc.
         PRG USA, Inc.
         PRG-Schultz Norway, Inc.
         PRG-Schultz Japan, Inc.
         PRG-Schultz Puerto Rico, Inc.
         PRG-Schultz Chile, Inc.
         The Profit Recovery Group Mexico, Inc.
         The Profit Recovery Group Mexico Holdings, S de RL de CV
         The Profit Recovery Group Services Mexico S de RL de CV
         The Profit Recovery Group de Mexico S de RL de CV.
         The Profit Recovery Group Argentina, S.A.
         Profit Recovery Brasil Ltda.
         PRG-Schultz International PTE LTD
         The Profit Recovery Group Suzhou' Co, Ltd.
         PRG International CR sro,
         PRGRS, Inc.
         PRGLS, Inc.
         PRGFS, Inc.
         PRG Holding Company (France) No. 1, LLC.
         PRG Holding Company (France) No. 2, LLC.
         Profit Recovery Professionals Pty Ltd.
         Cost Recovery Professionals Pty Ltd.
         HS&A ACQUISITION - UK INC.
         Tamebond Limited
         JA Ewing, Inc.

<PAGE>

         Meridian VAT Reclaim Operattions Limited
         Meridian Corporation Limited
         PRG-Schultz - UK. Ltd.
         Meridian VAT Processing (International) Limited
         Meridian VAT Processing (N. America) Limited
         Meridian VAT Processing (Japan) Limited
         Meridian VAT Reclaim Operations Limited
         Meridian VAT Reclaim, Inc
         Meridian VAT Reclaim Canada, Inc.
         Meridian VAT Processing (International) Limited
         Meridian VAT Reclaim Hong Kong Limited
         Meridian VAT Reclaim (India) Private Limited
         Meridian VAT Reclaim (UK) Limited
         Meridian, Inc.
         Meridian VAT Reclaim (Schwiez) AG
         Meridian VAT Reclaim GmbH
         Meridian VAT Reclaim Services Limited
         Meridian VAT Reclaim France S.A.R.L.
         Meridian Sverige AB
         Meridian VAT Reclaim Korea Co.
         Meridian VAT Reclaim (Australia) Pty. Limited
         VATclaim (International) UK Limited
         Vatclaim International (Ireland) Limited
         Meridian VAT Trustees, Limited
         PRG-Schultz Canada Corp.
         PRG-Schultz (Deutschland) GmbH
         PRG-Schultz Nederland, B.V.
         PRG-Schultz Italia SRL
         PRG-Schultz Espana, S.A.
         PRG-Schultz Puerto Rico
         PRG-Schultz Colombia, Ltda.
         PRG-Schultz Svenska A. B.
         PRG-Schultz Venezuela S. R. L.
         PRG-Schultz Chile
         PRG-Schultz Polska Sp. Zo. O.
         Howard Schultz & Associates (Asia) Limited
         HS&A International PTE LTD
         PRG-Schultz (Thailand) Co., Limited
         Howard Schultz de Mexico, S.A. de C.V.
         PRG-Schultz Insurance Limited

2.  Other Investments of the Credit Parties existing as of the Closing Date:

     Guaranty  deposit  of  Meridian  VAT  Reclaim  (France  SARL)  with  Credit
     Commercial De France for in the amount of 4,500,000 Euros


<PAGE>


                                 SCHEDULE 1.1(c)

                                      LIENS

None.



<PAGE>


                                  SCHEDULE 6.9

                                   LITIGATION

IN RE PROFIT  RECOVERY GROUP  INTERNATIONAL,  INC. SEC.  LITIG. On June 6, 2000,
three putative class action  lawsuits were filed against the Company and certain
of its present and former  officers in the United States  District Court for the
Northern District of Georgia,  Atlanta  Division.  These cases were subsequently
consolidated into one proceeding.  On November 13, 2000, the Plaintiffs in these
cases filed a Consolidated and Amended Complaint.  In the complaint,  Plaintiffs
allege that the Company, John M. Cook, Scott L. Colabuono,  the Company's former
Chief  Financial  Officer,  and Michael A. Lustig,  the  Company's  former Chief
Operating Officer,  (the "Defendants")  violated Sections 10(b) and 20(a) of the
Securities  Exchange  Act of 1934  and  Rule  10b-5  promulgated  thereunder  by
allegedly  disseminating false and misleading  information about a change in the
Company's method of recognizing  revenue and in connection with revenue reported
for a division.  Plaintiffs purport to bring this action on behalf of a class of
persons who  purchased  the  Company's  stock between July 19, 1999 and July 26,
2000. Plaintiffs seek an unspecified amount of compensatory damages,  payment of
litigation fees and expenses, and equitable and/or injunctive relief. On January
24,  2001,  Defendants  filed a Motion to Dismiss the  Complaint  for failure to
state a claim under the Private Securities  Litigation Reform Act, 15 U.S.C. ss.
78u-4 et seq.  The Court denied  Defendant's  Motion to Dismiss on June 5, 2001.
Defendants  served their Answer to  Plaintiffs'  Complaint on June 19, 2001. The
Court granted  Plaintiffs'  Motion for Class  Certification on December 3, 2002.
Fact  discovery  is scheduled  for  completion  by December 9, 2004,  and expert
discovery is scheduled for completion by mid-April 2005.

                                     CLAIMS:

Financiere  Alma,  a French  company  that  acquired  the French tax  consulting
business from PRG-Schultz in December 2002,  asserted in July 2004 that pursuant
to the terms of the stock  purchase  agreement  it has warranty  claims  against
PRG-Schultz   International,   Inc.  that  are  estimated  to  be  approximately
(euro)4,140,000  in the  aggregate  for  fee  refunds  to  clients  of  the  tax
consulting business.

On April 1, 2003,  the Fleming  companies  filed  bankruptcy.  Within the 90-day
period prior to such filing,  the Fleming companies made payments to PRG-Schultz
USA of $5.5 million.  It is possible that the Fleming companies may contend that
some or all of these  payments  are  avoidable  preference  payments  under  the
Bankruptcy Code. However, PRG-Schultz USA, Inc. has not received any demand from
the debtors nor has any adversary  proceeding  been filed seeking to recover any
of these payments.



<PAGE>



                                  SCHEDULE 6.10

                                   TAX RETURNS

The tax returns identified below are not material.  The Borrower expects to file
all returns identified below on or before January 31, 2005.

<TABLE>
<CAPTION>
<S>                                                     <C>                       <C>          <C>                    <C>
            COMPANY NAME                                      TYPE OF RETURN      TAX YEAR     ORIGINAL DUE DATE      TAX DUE

                                                             Branch Income Tax
The Profit Recovery Group Costa Rica, Inc.                   Return for Costa
                                                                   Rica             2002         Dec. 15, 2003           $0

PRG-Schultz (Thailand) Co., Ltd.                             Income Tax Return      2003          May 30, 2004           $0
                                                               for Thailand

                                                             Branch Income Tax
The Profit Recovery Group New Zealand, Inc.                   Return for New
                                                                  Zealand           2003          July 7, 2004           $0

                                                                 Hong Kong
PRGLS, Inc.                                                    Non-Resident
                                                             Income Tax Return      2003         Aug. 15, 2004           $0

                                                                 Hong Kong
PRG-Schultz USA, Inc.                                          Non-Resident
                                                             Income Tax Return      2003         Aug. 15, 2004           $0

                                                             Branch Income Tax
PRG-Schultz International PTE, Ltd.                           Return for Hong
                                                                   Kong             2003         Aug. 15, 2004           $0

                                                             Branch Income Tax
The Profit Recovery Group Netherlands, Inc.                   Return for The
                                                                Netherlands         2003         Jun. 30, 2004           $0
</TABLE>



<PAGE>


                        SCHEDULE 6.13 TO CREDIT AGREEMENT

                                  SUBSIDIARIES

The  following   Subsidiaries  are  wholly-owned   Subsidiaries  of  PRG-Schultz
International, Inc. (fka The Profit Recovery Group International, Inc.) and each
is incorporated in the State of Georgia:

     PRG-Schultz USA, Inc. (fka The Profit Recovery Group USA, Inc.)
     The Profit Recovery Group Asia, Inc.
     PRG-Schultz Australia, Inc. (fka The Profit Recovery Group Australia, Inc.)
     PRG-Schultz Belgium, Inc. (fka The Profit Recovery Group Belgium, Inc.)
     PRG-Schultz Canada, Inc. (fka The Profit Recovery Group Canada, Inc.)
     The Profit Recovery Group Costa Rica, Inc.
     The Profit Recovery Group New Zealand, Inc.
     The Profit Recovery Group Netherlands, Inc.
     The Profit Recovery Group Mexico, Inc.
     PRG-Schultz France, Inc. (fka The Profit Recovery Group France, Inc.)
     The Profit Recovery Group Germany, Inc.
     The Profit Recovery Group South Africa, Inc.
     The Profit Recovery Group Switzerland, Inc.
     The Profit Recovery Group Italy, Inc.
     The Profit Recovery Group Spain, Inc.
     PRG-Schultz Portugal, Inc. (fka The Profit Recovery Group, Portugal, Inc.)
     PRG International, Inc.(formerly known as PRG International Holding
     Company, Inc.)
     PRG USA, Inc.
     PRG-Schultz Norway, Inc. (fka The Profit Recovery Group Greece, Inc.)
     PRG-Schultz Japan, Inc.
     PRG-Schultz Puerto Rico, Inc.
     PRG-Schultz Chile, Inc.

     The Profit  Recovery  Group Mexico,  Inc. owns 100% of The Profit  Recovery
     Group Mexico Holdings, S de RL de CV, a company incorporated in Mexico.

     The  Profit  Recovery  Group  Mexico  Holdings,  S de RL de CV,  a  company
     incorporated in Mexico, has the following wholly-owned  subsidiaries,  both
     of which are  incorporated  in Mexico:  The Profit  Recovery Group Services
     Mexico S de RL de CV and The Profit Recovery Group de Mexico S de RL de CV.

     The Profit Recovery Group Argentina,  S.A., is a wholly-owned subsidiary of
     PRG-Schultz International, Inc. and is incorporated in Argentina

     Profit Recovery  Brasil Ltda., is a wholly-owned  subsidiary of PRG-Schultz
     International, Inc. and is incorporated in Brazil

     PRG-Schultz  International  PTE LTD,  a  Singapore  private  company,  is a
     wholly-owned subsidiary of The Profit Recovery Group Asia, Inc.


<PAGE>

     The Profit  Recovery Group Suzhou' Co, Ltd.,  incorporated  in China,  is a
     wholly-owned subsidiary of PRG-Schultz International PTE LTD

     PRG  International  CR  sro,  incorporated  in  the  Czech  Republic,  is a
     wholly-owned subsidiary of PRG-Schultz International, Inc.

     PRGRS,  Inc.,  a Delaware  corporation,  is a  wholly-owned  subsidiary  of
     PRG-Schultz USA, Inc.

     PRGLS, Inc., a Delaware corporation, is a wholly-owned subsidiary of PRGRS,
     Inc.

     PRGFS, Inc., a Delaware  corporation,  is a wholly-owned  subsidiary of PRG
     International, Inc.

     PRG Holding  Company  (France)  No. 1, LLC., a Delaware  limited  liability
     company, is a wholly-owned subsidiary of PRG-Schultz International, Inc.

     PRG Holding  Company  (France)  No. 2, LLC., a Delaware  limited  liability
     company, is a wholly-owned subsidiary of PRG-Schultz International, Inc.

     Profit Recovery  Professionals Pty Ltd. and Cost Recovery Professionals Pty
     Ltd., both  incorporated  in Australia,  are  wholly-owned  subsidiaries of
     PRG-Schultz Australia, Inc.

     HS&A  ACQUISITION  - UK INC., a Texas  Corporation,  is a  wholly-owned  by
     PRG-Schultz International, Inc.

     Meridian  Corporation Limited, a Jersey (Channel Islands)  corporation,  is
     41%  owned  by  PRG-Schultz  International,  Inc.  and  59%  owned  by HS&A
     Acquisition - UK Inc.

     Tamebond Limited,  incorporated in Ireland, JA Ewing, Inc., incorporated in
     New York, and Meridian VAT Reclaim Opeartions Limited,  incorporated in the
     United Kingdom are wholly-owned by Meridian Corporation Limited

     PRG-Schultz - UK. Ltd., incorporated in the United Kingdom, is wholly-owned
     by Tamebond Limited.

     Meridian VAT Processing  (International)  Limited,  Meridian VAT Processing
     (N. America) Limited,  and Meridian VAT Processing (Japan) Limited,  all of
     which  are  incorporated  in  Ireland,  are  wholly-owned  subsidiaries  of
     Meridian VAT Reclaim Operations Limited

     Both Meridian VAT Reclaim, Inc., incorporated in Delaware, and Meridian VAT
     Reclaim Canada, Inc., incorporated in Canada, are wholly-owned subsidiaries
     of Meridian VAT Processing (N. America) Limited

<PAGE>

     The  following are  wholly-owned  subsidiaries  of Meridian VAT  Processing
     (International)   Limited:   Meridian  VAT  Reclaim   Hong  Kong   Limited,
     incorporated in Hong Kong;  Meridian VAT Reclaim  (India) Private  Limited,
     incorporated in India;  Meridian VAT Reclaim (UK) Limited,  incorporated in
     the United Kingdom; Meridian, Inc., incorporated in Japan; and Meridian VAT
     Reclaim  (Schwiez) AG,  incorporated in  Switzerland,  Meridian VAT Reclaim
     GmbH,  incorporated  in Germany,  Meridian  VAT Reclaim  Services  Limited,
     incoporated  in  the  United  Kingdom,  and  Meridian  VAT  Reclaim  France
     S.A.R.L., incorporated in France.

     Meridian Sverige AB,  incorporated in Sweden,  is 80% owned by Meridian VAT
     Processing (International) Limited .

     Meridian VAT Reclaim Korea Co., Limited,  incorporated in South Korea, is a
     wholly-owned subsidiary of Meridian Inc.


     The following are  wholly-owned  subsidiaries  of Meridian VAT Reclaim (UK)
     Limited:  Meridian VAT Reclaim  (Australia) Pty.  Limited,  incorporated in
     Australia  and VATclaim  (International)  UK Limited,  incorporated  in the
     United Kingdom.

     Meridian VAT  Trustees,  Limited,  incorporated  in Ireland is a separately
     owned and incorporated  company  responsible for receiving VAT refunds from
     the various VAT  authorities  and  distributes  the proceeds to  Meridian's
     clients.  The  trustee  company  has  entered  into  Trust  Deeds  with the
     processing   subsidiaries   which  regulate  the  terms  of  the  fiduciary
     relationship  between the parties.  As the Meridian Group exercises control
     over the financial and  operational  policies of the trustee  company,  its
     results are consolidated into the Meridian Group results.

     PRG-SCHULTZ  Canada  Corp.,  a Canadian  Corporation,  is  wholly-owned  by
     PRG-SCHULTZ Canada, Inc.

     PRG-SCHULTZ (Deutschland) GmbH, incorporated in Germany, is wholly-owned by
     The Profit Recovery Group Germany, Inc.

     PRG-SCHULTZ   Nederland,   B.V.,   incorporated  in  the  Netherlands,   is
     wholly-owned by The Profit Recovery Group Netherlands, Inc.

     PRG-SCHULTZ  Italia SRL,  incorporated  in Italy,  is  wholly-owned  by The
     Profit Recovery Group Italy, Inc.

     PRG-SCHULTZ  Espana,  S.A.,  incorporated  in Spain, is wholly owned by The
     Profit Recovery Group Spain, Inc.

<PAGE>

     PRG-SCHULTZ Puerto Rico, a general partnership registered in Puerto Rico is
     99% owned by  PRG-SCHULTZ  Puerto  Rico,  Inc.  and 1% owned by The  Profit
     Recovery Group Costa Rica, Inc.

     The following foreign subsidiaries, with the country of registration
     indicated below, are wholly owned by PRG-Schultz International, Inc.:
     PRG-Schultz Colombia, Ltda.- Colombia
     PRG-Schultz Svenska A. B., - Sweden
     PRG-Schultz Venezuela S. R. L. -Venezuela
     PRG-Schultz Chile - Chile
     PRG-Schultz Polska Sp. Zo. O. - Poland
     Howard Schultz & Associates (Asia) Limited - Hong Kong
     HS&A International PTE LTD - Singapore
     PRG-Schultz (Thailand) Co., Limited - Thailand
     Howard Schultz de Mexico, S.A. de C.V. - Mexico
     PRG-Schultz Insurance Limited - Bermuda

There are no outstanding options,  warrants, rights of conversion or purchase of
similar rights with respect thereto.


<PAGE>


                        SCHEDULE 6.17 TO CREDIT AGREEMENT

                              INTELLECTUAL PROPERTY

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1002US RECOVERNOW       Recovery         12/18/95   75/033884 06/03/97   2,066,489 Filed and      REGISTERED SM
                              auditing                                                   accepted
                              services - Class                                                          Assignment from The Profit
                              35.                                                                       Recovery Group
                                                                                         Renewal due    International, Inc. to
                                                                                         06/03/2007     PRGRS, Inc recorded in the
                                                                                                        PTO on November 15, 1999 at
                                                                                                        Reel/Frame 001992/0657.

                                                                                                        1/2/03:  Aff. Sec. 8&15
                                                                                                        accepted and acknowledged.

------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1005US AUDITPRO         Recovery         06/24/94   74/542328 11/21/95   1,936,667 Filed and      REGISTERED SM
                              auditing                                                   accepted
                              services - Class                                                          Aff. Sec. 8 & 15 accepted
                              35.                                                        Renewal due    and acknowledged.
                                                                                         11/21/2005
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1013US PRG              As finally       03/06/2001 76/219524 05/06/2003 2,712,660 Between        SM REGISTRATION
                              amended:                                                   5/6/2008
                              Recovery                                                   and 5/6/2009
                              auditing
                              services;                                                  Renewal due
                              business                                                   5/6/2013
                              management
                              consultation
                              services for
                              cost
                              containment; tax
                              consultation
                              services;
                              business
                              consultation
                              services for
                              controlling and
                              reducing costs
                              for
                              communications,
                              payables and
                              disbursements in
                              Class 35.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1015US [Graphic         As finally       03/05/2001 76/218751 05/27/03   2,718,524 Between        SM REGISTRATION
             omitted:         amended:                                                   05/27/2008 and
             previous PRG     Recovery                                                   05/27/2009
             logo, above      auditing
             slogan "Answers  services;                                                  Renewal due
             beyond the       business                                                   05/27/2013
             numbers."]       management
                              consultation
                              services for
                              cost
                              containment; tax
                              consultation
                              services;
                              consultation
                              services for
                              controlling and
                              reducing costs
                              for
                              communications,
                              payables and
                              disbursements in
                              Class 35.
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1018US IMDEX            Computer         08/08/2001 76/296393 02/18/2003 2,689,331 Sec. 8&15 due  TM REGISTRATION
                              software for use                                           between
                              in document                                                02/18/2008 and
                              management and                                             02/18/2009
                              imaging in class
                              9.                                                         02/18/2013


------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1021US THE RIGHT ANSWER Computer         07/08/99   75/725569 08/29/2000 2,381,090 Sec. 8&15 due  TM REGISTRATION
                              software for                                               between
             [Graphic         inventory and                                              08/29/2005 and
             omitted:         auditing of                                                8/29/2006
             graphic          telecommunications
             features check   services and                                               08/29/2010
             mark floating    equipment in
             over telephone   Class 9.
             pad beside the
             phrase "the
             right answer"]
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1019US PRG-SCHULTZ      Recovery         08/9/01    78/078407 06/17/2003 2,728,150 Sec. 8&a5 due  SM REGISTRATION
                              auditing                                                   between
                              services and                                               06/17/2008 and
                              consulting                                                 6/17/2009
                              relating thereto
                              in Class 35                                                06/17/2013


------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1020US [Graphic         Recovery         08/28/01   76/306046 07/15/2003 2,738,292 Sec. 8&15 due  SM REGISTRATION
             omitted:         auditing                                                   between
             current PRGX     services and                                               07/15/2008 and
             logo above       consulting                                                 07/15/2009.
             the slogan       relating thereto
             "Answers         in Class 35                                                07/15/2013
             beyond the
             numbers."]
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1022US RECOVERALL       Recovery         11/01/01   78/091301 09/23/2003 2,768,167 Between        SM REGISTRATION
                              auditing                                                   09/23/2008 and
                              services and                                               09/23/2009
                              consulting
                              relating thereto                                           09/23/2013
                              in Class 35

------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1025US HOWARD SCHULTZ & Accounts payable 11/19/90   74/116444 11/12/91   1664351   11/12/2001-    REGISTERED TM
             ASSOCIATES       auditing                                                   Renewed
                              services and                                                              ASSIGNMENTS RECORDED MAY 9,
                              consulting                                                 Next renewal   2002:
                              relating thereto                                           due 11/12/2011 1. REEL/FRAME:
                              in Class 35.                                                              002516/0928:  Assignment
                                                                                                        from Howard Schultz &
                                                                                                        Associates International,
                                                                                                        Inc. to PRG-Schultz
                                                                                                        International, Inc.
                                                                                                        (formerly The Profit
                                                                                                        Recovery Group
                                                                                                        International, Inc.).
                                                                                                        2. REEL/FRAME:
                                                                                                        002517/0020:  Assignment
                                                                                                        from PRG-Schultz
                                                                                                        International, Inc. to
                                                                                                        PRG-Schultz USA, Inc.; and
                                                                                                        4. REEL/FRAME 002517/0004:
                                                                                                        Assignment from PRG-Schultz
                                                                                                        USA, Inc. to PRGRS, INC.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1026US HOWARD SCHULTZ & Accounts payable 09/29/99   75/813051 08/15/00   2377644   Sec. 8&15 due  REGISTERED SM
             ASSOCIATES       auditing                                                   between
             INTERNATIONAL    services and                                               08/15/2005 &   ASSIGNMENTS RECORDED MAY 9,
                              consulting                                                 2006.          2002:
                              relating thereto                                                          1. REEL/FRAME:
                              in Class 35.                                               08/15/2010     002516/0928:  Assignment
                                                                                                        from Howard Schultz &
                                                                                                        Associates International,
                                                                                                        Inc. to PRG-Schultz
                                                                                                        International, Inc.
                                                                                                        (formerly The Profit
                                                                                                        Recovery Group
                                                                                                        International, Inc.).
                                                                                                        2. REEL/FRAME:
                                                                                                        002517/0020:  Assignment
                                                                                                        from PRG-Schultz
                                                                                                        International, Inc. to
                                                                                                        PRG-Schultz USA, Inc.; and
                                                                                                        4. REEL/FRAME 002517/0004:
                                                                                                        Assignment from PRG-Schultz
                                                                                                        USA, Inc. to PRGRS, INC.

------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1027US                  Accounts payable 09/29/99   75/813024 08/15/00   2377643   Sec. 8&15 due  REGISTERED SM
             [Graphic         auditing                                                   between
             omitted:         services and                                               08/15/2005 &   ASSIGNMENTS RECORDED MAY 9,
             Howard Schultz   consulting                                                 2006.          2002:
             & Associates     relating thereto                                                          1. REEL/FRAME:
             International    in Class 35.                                               08/15/2010     002516/0928:  Assignment
             logo featuring                                                                             from Howard Schultz &
             stylized letter                                                                            Associates International,
             "S" and picture                                                                            Inc. to PRG-Schultz
             of globe]                                                                                  International, Inc.
                                                                                                        (formerly The Profit
                                                                                                        Recovery Group
                                                                                                        International, Inc.).
                                                                                                        2. REEL/FRAME:
                                                                                                        002517/0020:  Assignment
                                                                                                        from PRG-Schultz
                                                                                                        International, Inc. to
                                                                                                        PRG-Schultz USA, Inc.; and
                                                                                                        4. REEL/FRAME 002517/0004:
                                                                                                        Assignment from PRG-Schultz
                                                                                                        USA, Inc. to PRGRS, INC.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1028US SUREF!ND         Computer         06/19/98   75/505736 09/21/99   2279170   Sec. 8&15 due  REGISTERED TM
                              software for use                                           between
                              in accounting                                              09/21/2004 &   8/31/04 - letter to Mr.
                              and auditing                                               2005.          Dunstan re Sec. 8 & 14
                              applications in                                                           Affidavit of Use due before
                              Class 9.                                                   09/21/2009     September 21, 2005.
                                                                                                        AWAITING INSTRUCTIONS.

                                                                                                        ASSIGNMENTS RECORDED MAY 9,
                                                                                                        2002:
                                                                                                        1. REEL/FRAME:
                                                                                                        002516/0928:  Assignment
                                                                                                        from Howard Schultz &
                                                                                                        Associates International,
                                                                                                        Inc. to PRG-Schultz
                                                                                                        International, Inc.
                                                                                                        (formerly The Profit
                                                                                                        Recovery Group
                                                                                                        International, Inc.).
                                                                                                        2. REEL/FRAME:
                                                                                                        002517/0020:  Assignment
                                                                                                        from PRG-Schultz
                                                                                                        International, Inc. to
                                                                                                        PRG-Schultz USA, Inc.; and
                                                                                                        4. REEL/FRAME 002517/0004:
                                                                                                        Assignment from PRG-Schultz
                                                                                                        USA, Inc. to PRGRS, INC.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>              <C>        <C>       <C>        <C>       <C>            <C>
                                                                                         SECTION 8 & 15
                                                                                         AFFIDAVIT
   N & R NO.      MARK             SERVICES     FILING     SERIAL     REG.      REG NO.
                                                 DATE        NO.      DATE               RENEWAL DATE              STATUS
------------ ---------------- ---------------- ---------- --------- ---------- --------- -------------- ----------------------------
16092.1029US DIRECTF!ND       Computer         11/04/98   75/582885 10/12/99   2285531   Sec. 8&15 due  REGISTERED SM
                              software for use                                           between
                              in accounting                                              10/12/2004 &   8/31/04 - letter to Mr.
                              and auditing                                               2005.          Dunstan re Sec. 8 & 14
                              applications in                                                           Affidavit of Use due before
                              Class 35.                                                  10/12/2009     October 12, 2005.  AWAITING
                                                                                                        INSTRUCTIONS.

                                                                                                        ASSIGNMENTS recorded May 9,
                                                                                                        2002:
                                                                                                        1. REEL/FRAME:
                                                                                                        002516/0928:  Assignment
                                                                                                        from Howard Schultz &
                                                                                                        Associates International,
                                                                                                        Inc. to PRG-Schultz
                                                                                                        International, Inc.
                                                                                                        (formerly The Profit
                                                                                                        Recovery Group
                                                                                                        International, Inc.).
                                                                                                        2. REEL/FRAME:
                                                                                                        002517/0020:  Assignment
                                                                                                        from PRG-Schultz
                                                                                                        International, Inc. to
                                                                                                        PRG-Schultz USA, Inc.; and
                                                                                                        4. REEL/FRAME 002517/0004:
                                                                                                        Assignment from PRG-Schultz
                                                                                                        USA, Inc. to PRGRS, INC.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                         COPYRIGHT REGISTRATIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>                <C>               <C>                               <C>
N&R Ref. No.      COPYRIGHT   Copyright Type     Registration No.  Duration
------------ ---------------- ------------------ ----------------- -------------------------------   -------------------------------
16092.2001US AUDITPRO         Software           TXu 715-889       75 years from first publication   Registered in the name of
                                                                                                     THE PROFIT RECOVERY GROUP
                                                                                                     INTERNATIONAL, INC.
                                                                                                     8/15/01: e-mail from Ms.
                                                                                                     Zeller with advice that
                                                                                                     recording of an assignment
                                                                                                     to PRGRS, INC. should not be
                                                                                                     made.  This copyright
                                                                                                     registration is to remain in
                                                                                                     the original owner's name.
------------ ---------------- ------------------ ----------------- -------------------------------   -------------------------------
16092.2004   SUREF!ND         Software           TXu 1-065-632     75 years from first publication   Assigned from Howard Schultz
             (Version 3.1.1)                                                                         & Associates International,
                                                                                                     Inc.
</TABLE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000AR [Graphic                  Recovery auditing    2,115,655 11/19/97     1,740,167 06/15/99      REGISTERED SM.
             omitted: PRG logo         services in
ARGENTINA    featuring white letters   International Class                                   Renewal due
             on a dark background]     35.                                                   06/15/2009


</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001AR PROFIT RECOVERY GROUP     Recovery auditing    2,115,656 11/19/97     1,740,168 06/15/99      REGISTERED SM.
             INTERNATIONAL             services in
ARGENTINA                              International Class                                    Renewal due
                                       35.                                                    06/15/2009
------------ ------------------------- -------------------- --------- ------------ --------- -----------   -------------------------
16092.1013AR PRG                       Class 35 - Recovery  2,322,290 01/02/2001   1,877,934 06/28/02      REGISTERED SM
                                       auditing services;
ARGENTINA                              business management                                   Renewal due
                                       consulting for cost                                   06/28/2012
                                       containment; tax
                                       consultation in the
                                       field of value added
                                       taxes and sales and
                                       use taxes;
                                       consultation services
                                       to control and reduce
                                       costs for
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
------------ ------------------------- -------------------- --------- ------------ --------- -----------   -------------------------
16092.1019AR PRG-SCHULTZ               Recovery auditing    2,364,453 01/24/02     1,913,366 02/13/03      REGISTERED SM
                                       services and
ARGENTINA    PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto.                                              02/13/2013
             FILED 8/9/2001
------------ ------------------------- -------------------- --------- ------------ --------- -----------   -------------------------
16092.1023AR [Graphic omitted:         Recovery auditing    2,364,454 01/24/02     1,913,367 02/13/03      REGISTERED SM
             current PRGX logo]        services and
ARGENTINA                              consulting relating                                   Renewal due
                                       thereto.                                              02/13/2013
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000AU [Graphic omitted:         Recovery auditing    704,792    03/19/96    704,792   03/19/96      REGISTERED SM
             PRG logo featuring white  services in
AUSTRALIA    letters on a dark         International Class                                   Renewal due
             background.]              35.                                                   03/19/2006

             Application filed with
             claim of priority of
             US 75/033,888 filed
             December 18, 1995.
------------ ------------------------- -------------------- --------- ------------ --------- -----------   -------------------------
16092.1013AU PRG                       As amended:          860,605   12/14/00     860,605   12/14/00      REGISTERED SM
                                       Class 35 - Recovery
AUSTRALIA                              auditing services;                                    Renewal due
                                       business management                                   12/14/2010
                                       consulting for cost
                                       containment; and
                                       business consultation
                                       services in the field
                                       of taxes, sales and
                                       use taxes.

                                       Class 36 - Financial
                                       consultation services
                                       in the field of
                                       payables and
                                       disbursements.

------------ ------------------------- -------------------- --------- ------------ --------- -----------   -------------------------
16092.1019AU PRG-SCHULTZ               Recovery auditing    900,368   01/15/02     900,368   01/15/02      REGISTERED SM
                                       services and
AUSTRALIA    PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto in Class 35                                   01/15/2012
             FILED 8/9/2001
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023AU PRG SCHULTZ & Design      Recovery auditing    900,370   01/15/02     900,370   01/15/02      REGISTERED SM
                                       services and
AUSTRALIA                              consulting relating                                   Renewal due
             [Graphic omitted:         thereto in Class 35                                   01/15/2012
             current PRGX logo]
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025AU HOWARD SCHULTZ &          Accounts payable     549,256   01/22/91     549,256   01/22/91      REGISTERED SM
             ASSOCIATES                auditing services and
AUSTRALIA                              consulting relating                                                 11/6/02:  A cumulative
                                       thereto in Class 35.                                  1st renewal   Assignment from Howard
                                                                                             due 1/22/98   Schultz & Associates
                                                                                             - renewed     International, Inc., PRG-
                                                                                                           Schultz International,
                                                                                             Next renewal  Inc. (formerly The Profit
                                                                                             due 1/22/2008 Recovery Group
                                                                                                           International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in Australia on October
                                                                                                           10, 2002.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1026AU HOWARD SCHULTZ &          Consulting services; 808,399   09/27/99     808,399   11/03/2000    REGISTERED SM
AUSTRALIA    ASSOCIATES INTERNATIONAL  auditing services;
                                       accounts payable                                      Renewal due   11/6/02:  A cumulative
                                       auditing services and                                 09/27/2009    Assignment from Howard
                                       consulting relating                                                 Schultz & Associates
                                       thereto in Class 35.                                                International, Inc., PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. (formerly The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in Australia on October
                                                                                                           10, 2002.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1027AU HOWARD SCHULTZ &          Consulting services; 808,398   09/27/99     808,398   11/03/2000    REGISTERED SM
AUSTRALIA    ASSOCIATES                auditing services;
             INTERNATIONAL &           accounts payable                                      Renewal due   11/6/02:  A cumulative
             Design                    auditing services and                                 09/27/2009    Assignment from Howard
             [Graphic omitted:         consulting relating                                                 Schultz & Associates
             Howard Schultz &          thereto in Class 35.                                                International, Inc., PRG-
             Associates International                                                                      Schultz International,
             logo featuring stylized                                                                       Inc. (formerly The Profit
             letter "S" and picture                                                                        Recovery Group
             of globe                                                                                      International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in Australia on October
                                                                                                           10, 2002.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1028AU SUREFIND &                 Scientific, nautical, 776,598 10/26/98     776,598   10/26/98      REGISTERED SM
AUSTRALIA    Design [SUREF!ND]          surveying, electric,
                                        photographic,                                        Renewal due   2/17/04 - reminder
                                        cinematographic,                                     10/26/2008    received from associate
                                        optical, weighing,                                                 re need to use the mark
                                        measuring, signaling,                                              in Australia to avoid
                                        checking                                                           non-use cancellation;
                                        (supervision),                                                     reminder to Mr.Dunstan.
                                        lifesaving and
                                        teaching apparatus                                                 11/6/02:  A cumulative
                                        and instruments;                                                   Assignment from Howard
                                        apparatus for                                                      Schultz & Associates
                                        recording,                                                         International, Inc., PRG-
                                        transmission or                                                    Schultz International,
                                        reproduction of sound                                              Inc. (formerly The Profit
                                        or images; magnetic                                                Recovery Group
                                        data carriers,                                                     International, Inc.), and
                                        recording discs;                                                   PRG-Schultz USA, Inc. to
                                        automatic vending                                                  PRGRS,INC. was recorded
                                        machines and                                                       in Australia on October
                                        mechanisms for coin                                                10, 2002.
                                        operated apparatus;
                                        cash registers,
                                        calculating machines,
                                        data processing
                                        equipment and
                                        computers;
                                        fire-extinguishing
                                        apparatus; computer
                                        software for use in
                                        accounting and
                                        auditing applications
                                        in Class 9.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000BR [Graphic                  Economic-financial   820388130 11/13/97                             PENDING SM APPLICATION:
             omitted: PRG logo         consulting services
BRAZIL       featuring white letters   and account auditing                                                7/24/02: associate
             on a dark background]     - Brazilian Class 40                                                reports the registration
                                                                                                           fee paid.
                                                                                                           2/5/03: Follow-up to
                                                                                                           associate.
                                                                                                           2/20/04:  Follow-up to
                                                                                                           associate.
                                                                                                           3/1/04 - there still is a
                                                                                                           delay in the Brazilian
                                                                                                           TMO.  Associate has
                                                                                                           contacted the person in
                                                                                                           charge - he was advised
                                                                                                           that the registration
                                                                                                           will be published shortly
                                                                                                           and the certificate will
                                                                                                           issue. AS OF 4/28/04
                                                                                                           AWAITING CERTIFICATE OF
                                                                                                           REGISTRATION.  HOWEVER,
                                                                                                           THERE ARE CONSIDERABLE
                                                                                                           DELAYS IN THE PROCESSING
                                                                                                           OF APPLICATIONS IN THE
                                                                                                           BRAZILIAN TRADEMARK
                                                                                                           OFFICE AND IT MAY BE
                                                                                                           QUITE SOME TIME BEFORE A
                                                                                                           CERTIFICATE IS ACTUALLY
                                                                                                           ISSUED.

                                                                                                           ASSIGNMENT:
                                                                                                           6/14/00:  Assignment from
                                                                                                           The Profit Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRGRS, INC. sent to
                                                                                                           associate for recording.
                                                                                                           8/17/00: associate
                                                                                                           reports filing an
                                                                                                           application to record the
                                                                                                           assignment.
                                                                                                           12/31/01:  Associate
                                                                                                           advised of the
                                                                                                           publication of the
                                                                                                           recording of the
                                                                                                           Assignment.  We assume
                                                                                                           that the expected
                                                                                                           Certificate of
                                                                                                           Registration will issue
                                                                                                           in the name of PRGRS,
                                                                                                           INC.
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013BR PRG                       Class 35 - Recovery  823481549 12/15/00                             PENDING SM APPLICATION:
                                       auditing services;
BRAZIL                                 business management                                                 The application was
                                       consulting for cost                                                 published for opposition
                                       containment; and                                                    on March 20, 2001 for a
                                       consultation services                                               60-day opposition period.
                                       in the field of                                                     Thereafter, the
                                       taxes, sales and use                                                application is to be
                                       taxes,                                                              examined taking into
                                       communications,                                                     consideration any
                                       payables and                                                        oppositions filed.
                                       disbursements, and                                                  3/29/02:  follow-up to
                                       transportation                                                      associate.
                                       logistics.                                                          4/25/02: associate
                                                                                                           reports that examination
                                                                                                           of this application
                                                                                                           cannot be expected in the
                                                                                                           near future because at
                                                                                                           this time the Brazilian
                                                                                                           Trademark Office is
                                                                                                           examining applications
                                                                                                           that were published in
                                                                                                           May of 1999.  A long
                                                                                                           delay may still be
                                                                                                           expected.
                                                                                                           3/23/04: e-mail status
                                                                                                           inquiry to associate.
                                                                                                           3/30/04: ASSOCIATE
                                                                                                           REPORTS THAT THE
                                                                                                           PENDING APPLICATIONS
                                                                                                           BEING EXAMINED AS OF THIS
                                                                                                           DATE ARE THE ONES
                                                                                                           PUBLISHED IN JANUARY /
                                                                                                           FEBRUARY OF 2000.
                                                                                                           CONSIDERABLE CONTINUED
                                                                                                           DELAY MAY BE EXPECTED.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019BR PRG-SCHULTZ               Recovery auditing    824 270 916  01/16/02                          PENDING SM APPLICATION
                                       services and
BRAZIL       PRIORITY CLAIM OF US      consulting relating                                                 4/23/02:  associate
             APPLICATION 78/078407     thereto.                                                            advised that the
             FILED 8/9/2001                                                                                application was published
                                                                                                           for opposition on 2/4/02.
                                                                                                           The opposition period
                                                                                                           expired on April 4, 2002.
                                                                                                           The application is to be
                                                                                                           examined on its merits.
                                                                                                           4/25/02:  we have advice
                                                                                                           from our associate that
                                                                                                           the Brazilian Trademark
                                                                                                           Office currently is
                                                                                                           examining applications
                                                                                                           that were published in
                                                                                                           May of 1999. Considerable
                                                                                                           further delay may be
                                                                                                           expected in the issuance
                                                                                                           of this application to
                                                                                                           registration.
                                                                                                           3/23/04: e-mail status
                                                                                                           inquiry to associate.
                                                                                                           3/30/04: ASSOCIATE
                                                                                                           REPORTS THAT THE
                                                                                                           PENDING APPLICATIONS
                                                                                                           BEING EXAMINED AS OF THIS
                                                                                                           DATE ARE THE ONES
                                                                                                           PUBLISHED IN JANUARY /
                                                                                                           FEBRUARY OF 2000.
                                                                                                           CONSIDERABLE CONTINUED
                                                                                                           DELAY MAY BE EXPECTED.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023BR                           Recovery auditing    824 270 908  01/16/02                          PENDING SM APPLICATION
             [Graphic omitted:         services and
BRAZIL       current PRGX logo]        consulting relating                                                 4/23/02:  associate
                                       thereto.                                                            advised that the
                                                                                                           application was published
                                                                                                           for opposition on 2/4/02.
                                                                                                           The opposition period
                                                                                                           expired on April 4, 2002.
                                                                                                           The application is to be
                                                                                                           examined on its merits.
                                                                                                           Considerable delays are
                                                                                                           currently the norm in the
                                                                                                           Brazilian TMO.
                                                                                                           3/23/04: e-mail status
                                                                                                           inquiry to associate.
                                                                                                           3/30/04: ASSOCIATE
                                                                                                           REPORTS THAT THE PENDING
                                                                                                           APPLICATIONS BEING
                                                                                                           EXAMINED AS OF THIS DATE
                                                                                                           ARE THE ONES PUBLISHED IN
                                                                                                           JANUARY / FEBRUARY OF
                                                                                                           2000.  CONSIDERABLE
                                                                                                           CONTINUED DELAY MAY BE
                                                                                                           EXPECTED.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1012CA PRG                       Recovery auditing    1,078,205 10/06/00     568,453   10/02/2002    REGISTERED  SM
                                       services (Class 35 -
CANADA                                 International                                         Renewal due
                                       Classification is not                                 10/02/2017
                                       used in Canada.)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1017CA PRG                       Business management  1,086,660 12/14/00     575,188   02/06/2003    REGISTERED SM
                                       consulting for cost
CANADA                                 containment;  and tax                                 Renewal due
                                       consultation in the                                   02/06/2018
                                       field of taxes, sales
                                       taxes; use taxes
                                       namely taxes assessed
                                       in connection with
                                       leased property,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
                                       logistics.   (For
                                       reference only:
                                       Class 35 -
                                       International
                                       Classification is not
                                       used in Canada.)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019CA PRG-SCHULTZ               Recovery auditing    1,128,150 01/15/02     605,476   03/17/2004    REGISTERED SM
                                       services and
CANADA       PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto.                                              03/17/2019
             FILED 8/9/2001

             Now registration No.
             2,728,150
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023CA                           Recovery auditing    1,128,151 01/15/02     570,439   11/07/2002    REGISTERED SM
             [Graphic omitted:         services and
CANADA       current PRGX logo]        consulting relating                                   Renewal due
                                       thereto.                                              11/07/2017
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025CA HOWARD SCHULTZ &          Accounts payable     674,532   01/24/91     420,933   12/17/93      REGISTERED SM
             ASSOCIATES                quality analysis
CANADA                                 service and                                           Renewal due   Assignment from
                                       consulting relating                                   12/17/2008    Howard Schultz &
                                       thereto.                                                            Associates International,
                                      (Class 35)                                                           Inc. to The Profit
                                                                                                           Recovery Group
                                                                                                           International,Inc.; Name
                                                                                                           Change of The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC. and From PRG-SCHULTZ
                                                                                                           USA, INC. to PRGRS,  INC.
                                                                                                           as  of  10/7/02  are  of
                                                                                                           record in the Canadian
                                                                                                           Trademark Registry.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1026CA HOWARD SCHULTZ &          Accounts payable     1,030,121 9/24/99      651,633   05/09/2002    REGISTERED SM
CANADA       ASSOCIATES INTERNATIONAL  quality analysis
                                       service and                                           Renewal due   Assignment from Howard
                                       consulting relating                                   05/09/2017    Schultz & Associates
                                       thereto.                                                            International, Inc. to
                                       (Class 35)                                                          The Profit Recovery Group
                                                                                                           International,Inc.;
                                                                                                           Name Change of The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC. and From PRG-SCHULTZ
                                                                                                           USA, INC. to PRGRS,  INC.
                                                                                                           as  of  10/7/02  are  of
                                                                                                           record in the Canadian
                                                                                                           Trademark Registry.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1027CA [Graphic omitted:         Consulting services; 1,030,122 09/24/99     548,819   07/27/01      REGISTERED SM
CANADA       Howard Schultz &          auditing services;
             Associates International  accounts payable                                      Renewal due   Assignment from Howard
             logo featuring stylized   auditing services and                                 07/27/2016    Schultz & Associates
             letter "S" and picture    consulting relating                                                 International, Inc. to
             of globe                  thereto.                                                            The Profit Recovery Group
                                       (Class 35)                                                          International,Inc.; Name
                                                                                                           Change of The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC. and From PRG-SCHULTZ
                                                                                                           USA, INC. to PRGRS,  INC.
                                                                                                           as  of  10/7/02  are  of
                                                                                                           record in the Canadian
                                                                                                           Trademark Registry.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1028CA SUREFIND &                Computer software for  893,850 10/20/98     524,647   03/10/00      REGISTERED SM
CANADA       Design[SUREF!ND]          use in accounting and
                                       auditing applications                                 Renewal due   Assignment from Howard
                                       to review and analyse                                 03/10/2015    Schultz & Associates
                                       data.                                                               International, Inc. to
                                                                                                           The Profit Recovery Group
                                                                                                           International, Inc.;
                                                                                                           Name Change of The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC.  and From PRG-
                                                                                                           SCHULTZ USA, INC. to
                                                                                                           PRGRS, INC. as of 10/7/02
                                                                                                           are  of record in the
                                                                                                           Canadian Trademark
                                                                                                           Registry.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000CN [Graphic omitted:         Description as filed.2000013001 01/28/2000  2000013001 12/14/2001   REGISTERED SM
             PRG logo featuring        Recovery auditing
CHINA        white letters on a        services; business                                     Renewal due
             dark background]          profitability                                          12/14/2011
                                       research and advice,
             THIS APPLICATION IN THE   and professional
             NAME OF PRGRS, INC.       business consultancy;
                                       business management
                                       assistance; profit
                                       experts; cost prices
                                       analysis; commercial
                                       information research.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013CN PRG                       Class 35 - Recovery  2001002417 01/02/2001  1,944,534 09/06/2002    REGISTERED SM
                                       auditing services;
CHINA                                  business management                                   Renewal due
                                       consulting for cost                                   09/06/2012
                                       containment; and
                                       consultation services
                                       in the field of
                                       taxes, sales and use
                                       taxes,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
                                       logistics.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019CN PRG-SCHULTZ               Recovery auditing    3078254   01/24/02     3078254   05/21/2003    REGISTERED SM
                                       services and
CHINA        PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto.                                              05/21/2013
             FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023CN                           Recovery auditing    30778255  01/24/02     3078255   05/21/2003    REGISTERED SM
             [Graphic omitted:         services and
CHINA        current PRGX logo]        consulting relating                                   Renewal due
                                       thereto.                                              05/21/2013
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013CR PRG                       Class 35 -Recovery   2001/0102 01/08/01     4298-7978 09/21/2001    REGISTERED SM
                                       auditing services;
COSTA RICA                             business management                                   Renewal due
                                       consulting for cost                                   09/21/2011
                                       containment; tax
                                       consultation in the
                                       field of value added
                                       taxes and sales and
                                       use taxes;
                                       consultation services
                                       to control and reduce
                                       costs for
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019CR PRG-SCHULTZ               Recovery auditing    2002-0000491 01/23/2002  135,741 11/11/2002    REGISTERED SM
                                       services and
COSTA RICA   PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto in Class 35.                                  11/11/2012
             FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023CR                           Recovery auditing    2000-0000492 01/23/2002 136,700  01/20/2003    REGISTERED SM
             [Graphic omitted:         services and
COSTA RICA   current PRGX logo]        consulting relating                                   Renewal due
                                       thereto in Class 35                                   01/20/2013
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000/E [Graphic omitted:         Recovery auditing    79780     04/01/96     79780     04/01/96      REGISTERED SM
             PRG logo featuring        services in
CTM          white letters on a        International Class                                   Renewal date:
European     dark background]          35.                                                   04/01/06
Community
countries:   Application filed with
Belgium*,    claim of priority of US
Denmark,     75/033,888 filed December
Finland,     18, 1995.
France,
Germany
Greece, Ireland,
Italy,
Luxembourg*,
Netherlands*, Portugal,
Spain, Sweden, United
Kingdom. (*Benelux
Jurisdiction)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1012/E PRG                       Class 35 - Recovery  001889922 10/06/00     001889922 10/06/00      REGISTERED SM
                                       auditing services
CTM                                                                                          Renewal due
European Community                                                                           10/06/2010
countries:
Belgium*, Denmark,
Finland, France, Germany
Greece, Ireland, Italy,
Luxembourg*,
Netherlands*, Portugal,
Spain, Sweden, United
Kingdom. (*Benelux
Jurisdiction)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001/E PROFIT RECOVERY GROUP     Recovery auditing    255398    04/01/96     255398    04/01/96      REGISTERED SM
             INTERNATIONAL             services in
CTM                                    International Class                                   Renewal due
European     Application filed with    35.                                                   04/01/2006
Community    claim of priority of US
countries:   75/034,021 filed December
Belgium*,    18, 1995.
Denmark,
Finland, France,
Germany Greece,
Ireland, Italy,
Luxembourg*,
Netherlands*, Portugal,
Spain, Sweden, United
Kingdom. (*Benelux
Jurisdiction)
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1017/E PRG                       Class 35 - as amended  002000925 12/14/00   002000925 12/14/2000    REGISTERED SM
                                       per Examiner's
CTM                                    suggestion:                                           Renewal due
European Community                     Business consultation                                 12/14/2010
countries:                             services in the field
Belgium*, Denmark,                     of taxes, sales and
Finland, France, Germany               use taxes,
Greece, Ireland, Italy,                communications,
Luxembourg*,                           payables and
Netherlands*, Portugal,                disbursements, and
Spain, Sweden, United                  transportation
Kingdom. (*Benelux                     logistics.
Jurisdiction)

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019EM PRG-SCHULTZ               Recovery auditing    002535748 01/15/02     002535748 01/15/02      REGISTERED SM
                                       services and
CTM          PRIORITY CLAIM OF US      consulting relating                                   Renewal due
European     APPLICATION 78/078407     thereto.                                              01/15/2012
Community    FILED 8/9/2001
countries:
Belgium*, Denmark,
Finland, France,
Germany Greece,
Ireland, Italy,
Luxembourg*,
Netherlands*, Portugal,
Spain, Sweden, United
Kingdom. (*Benelux
Jurisdiction)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023EM [Graphic omitted:         Recovery auditing    002535649 01/15/02     002535649 01/15/2002    REGISTERED SM
             current PRGX logo]        services and
CTM European                           consulting relating                                   Renewal due
Community countries:                   thereto.                                              01/15/2012
Belgium*, Denmark,
Finland, France, Germany
Greece, Ireland, Italy,
Luxembourg*,
Netherlands*, Portugal,
Spain, Sweden, United
Kingdom. (*Benelux
Jurisdiction)
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025EM HOWARD SCHULTZ &          Accounts payable      122,366     04/01/96  122,366   09/10/98      REGISTERED SM
             ASSOCIATES                auditing services and
CTM European                           consulting relating                                   Renewal due   Assignment from Howard
Community countries:                   thereto in Class 35.                                  04/01/2006    Schultz & Associates
Belgium*, Denmark,                                                                                         International, Inc. to
Finland, France, Germany                                                                                   The Profit Recovery Group
Greece, Ireland, Italy,                                                                                    International, Inc.; Name
Luxembourg*,                                                                                               Change of The Profit
Netherlands*, Portugal,                                                                                    Recovery Group
Spain, Sweden, United                                                                                      International, Inc. to
Kingdom. (*Benelux                                                                                         PRG-SCHULTZ
Jurisdiction)                                                                                              INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC. and From PRG-SCHULTZ
                                                                                                           USA, INC. to PRGRS,  INC.
                                                                                                           as of 5/2/2003 are of
                                                                                                           record in the CTM
                                                                                                           Trademark Registry.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1026EM HOWARD SCHULTZ &          Advertising; business 1,336,510  10/07/99   1,336,510 10/07/99      REGISTERED SM
             ASSOCIATES INTERNATIONAL  administration;
CTM European                           office functions in                                   Renewal due   Assignment from Howard
Community countries:                   Class 35.                                             10/07/2009    Schultz & Associates
Belgium*, Denmark,                                                                                         International, Inc. to
Finland, France, Germany                                                                                   The Profit Recovery Group
Greece, Ireland, Italy,                                                                                    International, Inc.; Name
Luxembourg*,                                                                                               Change of The Profit
Netherlands*, Portugal,                                                                                    Recovery Group
Spain, Sweden, United                                                                                      International, Inc. to
Kingdom. (*Benelux                                                                                         PRG-SCHULTZ
Jurisdiction)                                                                                              INTERNATIONAL, INC.;
                                                                                                           Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC.  and From PRG-
                                                                                                           SCHULTZ USA, INC. to
                                                                                                           PRGRS, INC. as of
                                                                                                           5/2/2003  are of record
                                                                                                           in the CTM Trademark
                                                                                                           Registry.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1027EM HOWARD SCHULTZ &          Advertising; business 1,336,700  10/07/99   1,336,700 10/07/99      Assignment from Howard
             ASSOCIATES INTERNATIONAL  administration;                                                     Schultz & Associates
CTM European & DESIGN                  office functions in                                   Renewal due   International, Inc. to
Community                              Class 35.                                             10/07/2009    The Profit Recovery Group
countries:   [Graphic omitted:                                                                             International, Inc.; Name
Belgium*,    Howard Schultz &                                                                              Change of The Profit
Denmark,     Associates International                                                                      Recovery Group
Finland,     logo featuring stylized                                                                       International, Inc. to
France,      letter "S" and picture                                                                        PRG-SCHULTZ
Germany,     of globe]                                                                                     INTERNATIONAL, INC.;
Greece,                                                                                                    Assignment from PRG-
Ireland, Italy,                                                                                            Schultz International,
Luxembourg*, Netherlands*,                                                                                 Inc. to PRG-SCHULTZ USA,
Portugal, Spain, Sweden,                                                                                   INC.  and From PRG-
United Kingdom.                                                                                            SCHULTZ USA, INC. to
(*Benelux Jurisdiction)                                                                                    PRGRS, INC. as of
                                                                                                           5/2/2003  are of record
                                                                                                           in the CTM Trademark
                                                                                                           Registry.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013HK PRG                       Class 35 -Business   109/2001  01/03/2001   B04598/2002 01/03/2001
                                       management                                                            SM  REGISTRATION
HONG KONG                              consultancy services                                    First renewal
                                       relating to cost                                        due 01/03/2008
                                       containment, tax
                                       assessment
                                       (accountancy) in the
                                       field of value added
                                       taxes, sales and use
                                       taxes; consultation
                                       services relating to
                                       controlling and
                                       reducing business
                                       costs for
                                       communications,
                                       payables (liable
                                       payments) and
                                       disbursements, and
                                       transportation; all
                                       included in Class 35.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019HK PRG-SCHULTZ               Recovery auditing    00805/2002  01/21/02   B03489/2003 8/9/2008           REGISTERED SM
                                       services and                                            (filing date of
HONG KONG    PRIORITY CLAIM OF US      consulting relating                                     priority
             APPLICATION 78/078407     thereto in Class 35.                                    application in
             FILED 8/9/2001                                                                    the  US)
                                                                                               Duration
                                                                                               counted from
                                                                                               the U.S. filing
                                                                                               date.

                                                                                               Renewal due
                                                                                               8/9/2008 and
                                                                                               every 14 years
                                                                                               thereafter
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023HK [Graphic omitted:         As amended:          00806/2002 01/21/02    B03490/2003 01/21/2002        REGISTERED SM
             current PRGX logo]        Auditing services
HONG KONG                              relating to                                             Renewal due
                                       identifying and                                         01/21/2009 and
                                       recovering                                              every 14 years
                                       overpayments included                                   thereafter.
                                       in Class 35.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1028HK          SUREFIND &       Computer software for 14214/98  10/26/98    B01892/2000 01/27/00    REGISTERED TM
                Design [SUREF!ND]      use in accounting and
HONG KONG                              auditing applications                                 Renewal due 7 1. Assignment from Howard
             Priority  is  claimed  of - Class 9.                                            years from    Schultz & Associates
             US application  75/505736                                                       U.S. priority International, Inc. to
             filed   June 19,  1998.                                                         date of       The Profit Recovery Group
             Duration is  calculated                                                         6/19/1998 or  International, Inc.
             from   the   US filing                                                          before        2 Name Change of The
             date.                                                                           06/19/2005    Profit Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.
                                                                                                           3 Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC.  and
                                                                                                           4. PRG-SCHULTZ USA, INC.
                                                                                                           to PRGRS, INC.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000ID [Graphic omitted:         Recovery auditing    J.96-7839 04/23/96     379,000   04/23/96      REGISTERED SM
             PRG logo featuring        services in
INDONESIA    white letters on a        International Class                                   Renewal due   ASSIGNMENT:
             dark background]          35.                                                   04/23/2006    6/15/00:  Assignment from
                                                                                             Renewal must  The Profit Recovery
             Application filed with                                                          be filed six  Group International, Inc.
             claim of priority of US                                                         months before  to PRGRS, INC. sent to
             75/033,888 filed December                                                       due date, i.e.associate for recording.
             18, 1995.                                                                       between
                                                                                             4/23/2005     TO BE ABANDONED AT
                                                                                             and           RENEWAL
                                                                                             10/23/2005.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001ID PROFIT RECOVERY GROUP     Recovery auditing    J.96-7840 04/23/96     378,957   03/22/96      REGISTERED SM
             INTERNATIONAL             services in
 INDONESIA                             International Class                                   Renewal due   ASSIGNMENT:
             Application filed with    35.                                                   03/22/2006    6/15/00:  Assignment from
             claim of priority of US                                                         Renewal must  The Profit Recovery Group
             75/034,021 filed December                                                       be filed six  International, Inc. to
             18, 1995.                                                                       months before PRGRS, INC. sent to
                                                                                             due date, i.e.associate for recording.
                                                                                             between
                                                                                             4/23/2005 and TO BE ABANDONED AT
                                                                                             10/23/2005.   RENEWAL
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019ID PRG-SCHULTZ               Recovery auditing    2002-02049- 01/15/2002  527,189  02/05/2002    REGISTERED SM
                                       services and         02062
INDONESIA    PRIORITY CLAIM OF US      consulting relating                                   Renewal due   8/11/04: Per instructions
             APPLICATION 78/078407     thereto in Class 35                                   02/05/2012    from Mr.McKellar: - "We
             FILED 8/9/2001                                                                                are no longer interested
                                                                                                           in registering trademarks
                                                                                                           in Indonesia."  Our
                                                                                                           associate has been
                                                                                                           instructed to inactivate
                                                                                                           the matter and close his
                                                                                                           file.

                                                                                                           TO BE ABANDONED BY NON-
                                                                                                           RENEWAL
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023ID [Graphic omitted:         Recovery auditing    2002-04210- 03/06/2002  532,631  03/17/2003    REGISTERED SM
             current PRGX logo]        services and         04265
INDONESIA                              consulting relating                                   Renewal due   8/11/04: Per instructions
                                       thereto in Class 35.                                  03/06/2012    from Mr. McKellar:  - "We
                                                                                                           are no longer interested
                                                                                                           in registering trademarks
                                                                                                           in Indonesia."   Our
                                                                                                           associate has been
                                                                                                           instructed to inactivate
                                                                                                           the matter and close his
                                                                                                           file.

                                                                                                           TO BE ABANDONED BY NON-
                                                                                                           RENEWAL
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025IE HOWARD SCHULTZ &          Printed matter, books, 92/2330   04/22/92   B152,158  04/22/92      REGISTERED TM
             ASSOCIATES                instructional and
IRELAND                                teaching materials,                                   1ST renewal
                                       printed publications and                              due           11/20/02:  A Confirmatory
                                       ledgers in Class 16.                                  04/22/1999 -  Assignment from Howard
                                                                                             renewed.      Schultz & Associates
                                                                                                           International, Inc. to
                                                                                             Next renewal  PRGRS, INC. recorded and
                                                                                             04/22/2009.   forwarded to Ms. Zeller
                                                                                                           cc to Mr. Dunstan.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025IT HOWARD SCHULTZ &          Accounts payable     RM95C002662 06/05/95   714,451   06/18/97      REGISTERED SM
             ASSOCIATES                quality analysis
ITALY                                  service and consulting                                Renewal due   1. Record Assignment from
                                       relating thereto in                                   06/05/2005    Howard Schultz &
                                       Class 35                                                            Associates International,
                                                                                                           Inc. to The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.
                                                                                                           2.  Record Name Change of
                                                                                                           The Profit Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.
                                                                                                           3. Record Assignment from
                                                                                                           PRG-Schultz
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ USA, INC. and
                                                                                                           4.  PRG-SCHULTZ USA, INC.
                                                                                                           to PRGRS, INC.

                                                                                                           10/14/02:  Apostilled
                                                                                                           Cumulative Assignment
                                                                                                           forwarded to associate
                                                                                                           and receipt acknowledged.
                                                                                                           Long delays are the norm
                                                                                                           in the Italian Trademark
                                                                                                           Office.
                                                                                                           7/7/03: associate reports
                                                                                                           the filing  on May 30,
                                                                                                           2003 of the application
                                                                                                           to record the
                                                                                                           assignments.
                                                                                                           7/8/03:  letter to Ms.
                                                                                                           Zeller with assignment
                                                                                                           application and to Mr.
                                                                                                           Dunstan a Letter of
                                                                                                           Authorization to
                                                                                                           associate for taking over
                                                                                                           representation as agent
                                                                                                           of record.
                                                                                                           NOTE:  IT MAY BE FIVE OR
                                                                                                           SIX YEARS BEFORE AN
                                                                                                           OFFICIAL CERTIFICATE
                                                                                                           ATTESTING TO THE
                                                                                                           RECORDING IS ISSUED.

</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000JP [Graphic omitted:         Consultancy relating  11-97711    10/25/99  4,715,028 10/03/2003    REGISTERED SM
             PRG logo featuring        to business efficiency
JAPAN        white letters on a        by means of investigation                             Renewal due
             dark background]          of purchase orders,                                   10/03/2013
                                       invoices, receiving
             THIS APPLICATION IN THE   documents, and other
             NAME OF PRGRS, INC.       documents relating to
                                       business transactions;
                                       guidance and advice
                                       relating to profitability
                                       of business; professional
                                       business consultancy;
                                       marketing research;
                                       commercial sales
                                       information supply;
                                       management of hotel
                                       operations; advertising;
                                       issue of trading stamps;
                                       referral service/personal
                                       placement; auctioneering;
                                       import-export clearance
                                       agencies; commission of
                                       newspaper subscription;
                                       document reproduction;
                                       shorthand; transcription
                                       (including stencil-paper
                                       writing); operating of
                                       electronic calculators;
                                       typewriters/telex and the
                                       like; document or
                                       magnetic-tape filing;
                                       reception/information/guidance
                                       for building visitors;
                                       rental/leasing of
                                       publicity materials;
                                       rental/leasing of
                                       typewriters/copy
                                       machines/word processors
                                       (office machines and
                                       equipment rental).
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001JP PROFIT RECOVERY GROUP     Consultancy relating  11-97712  10/25/99    4,715,029 10/03/2003    REGISTERED SM
             INTERNATIONAL             to business efficiency
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------

JAPAN                                  by means of investigation of                          Renewal due
                                       purchase orders,                                      10/03/2013
             THIS APPLICATION IN THE   invoices, receiving
             NAME OF PRGRS, INC.       documents, and other
                                       documents relating to
                                       business transactions;
                                       guidance and advice
                                       relating to profitability
                                       of business; professional
                                       business consultancy;
                                       marketing research;
                                       commercial sales
                                       information supply;
                                       management of hotel
                                       operations; advertising;
                                       issue of trading stamps;
                                       referral service/personal
                                       placement; auctioneering;
                                       import-export clearance
                                       agencies; commission of
                                       newspaper subscription;
                                       document reproduction;
                                       shorthand; transcription
                                       (including stencil-paper
                                       writing); operating of
                                       electronic calculators;
                                       typewriters/telex and the
                                       like; document or
                                       magnetic-tape filing;
                                       reception/information/guidance
                                       for building visitors;
                                       rental/leasing of
                                       publicity materials;
                                       rental/leasing of
                                       typewriters/copy
                                       machines/word processors
                                       (office machines and
                                       equipment rental).
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013JP PRG                                            2000-134737 12/14/00   4,686,884 06/27/03
                                       Class 35 - Consultancy                                              REGISTERED SM
JAPAN                                  relating to business
                                       efficiency by means of
                                       investigation of
                                       transaction documents and
                                       commercial books and the
                                       like; guidance and advice
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------

                                       relating to profitability
                                       of business; advertising;
                                       issue of trading stamps;
                                       professional business
                                       consultancy; marketing
                                       research; commercial
                                       sales information supply;
                                       management of hotel
                                       operations; referral
                                       service/personal
                                       placement; auctioneering;
                                       import-export clearance
                                       agencies; commission of
                                       newspaper subscription;
                                       document reproduction;
                                       shorthand, transcription
                                       (including stencil-paper
                                       writing); operating of
                                       electronic
                                       calculators/typewriters/telex
                                       and the like; document or
                                       magnetic-tape filing;
                                       reception/information/guidance
                                       for building visitors;
                                       rental/leasing of
                                       publicity materials;
                                       rental/leasing of
                                       typewriters/copy
                                       machines/word processors
                                       (office machines and
                                       equipment rental.)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019JP PRG-SCHULTZ               As finally amended:  2002-1859  01/15/02    4,717,930 10/10/2003    REGISTERED SM

JAPAN        PRIORITY CLAIM OF US      Consultancy relating to                               Renewal due
             APPLICATION 78/078407     business efficiency by                                10/10/2013
             FILED 8/9/2001            means of investigation of
                                       transaction documents and
                                       commercial books and the
                                       like in Class 35

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023JP [Graphic omitted:         Class 35             2002-1858  01/15/02    4,715,038 10/03/2003    REGISTERED SM
             current PRGX logo]        Consultancy relating to
JAPAN                                  business efficiency by                                Renewal due
                                       means of investigation of                             10/03/2013
                                       transaction documents and
                                       commercial books and the
                                       like; advertising and
                                       publicity; issuance of
                                       trading stamps; business
                                       management analysis of
                                       business consultancy;
                                       marketing research;
                                       providing information on
                                       commodity sales; business
                                       management of hotels;
                                       preparation, auditing or
                                       certification of
                                       financial statements;
                                       referral services;
                                       auctioneering;
                                       import-export agencies;
                                       arranging newspaper
                                       subscriptions; shorthand
                                       services; transcription;
                                       document reproduction;
                                       filing documents or
                                       magnetic tapes; operation
                                       of computers,
                                       typewriters, telex
                                       machines and other
                                       similar office machines;
                                       reception for visitors in
                                       buildings; publicity
                                       material rental; rental
                                       of typewriters and
                                       copying machines;
                                       providing employment
                                       information; rental of
                                       vending machines.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000MY [Graphic omitted:         Class 35 - recovery  98/08995  08/01/98     98008995  08/01/1998    REGISTERED SM
             PRG logo featuring        auditing services
MALAYSIA     white letters on a                                                              08/01/2008    ASSIGNMENT:
             dark background]                                                                              6/14/00:  Assignment from
                                                                                                           The Profit Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRGRS, INC. sent to
                                                                                                           associate for recording.
                                                                                                           10/10/00: associate
                                                                                                           reports the filing of an
                                                                                                           application to record
                                                                                                           the assignment.
                                                                                                           10/2/03:  The Assignment
                                                                                                           recording is being
                                                                                                           processed now that the
                                                                                                           registration has issued.
                                                                                                           Awaiting the assignment
                                                                                                           certificate.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013MY PRG                       Class 35 - Recovery   2001/01411 02/07/2001                         PENDING SM APPLICATION:
                                       auditing services;
MALAYSIA                               business management                                                 Associate advised that
                                       consulting for cost                                                 the Malaysian Trademark
                                       containment; and                                                    Office is now examining
                                       consultation services in                                            applications that were
                                       the field of taxes, sales                                           filed in 1997.
                                       and use taxes,                                                      Accordingly, considerable
                                       communications, payables                                            delay may  be expected.
                                       and disbursements, and                                              2/18/04 - advice from
                                       transportation                                                      associate that the
                                       logistics.                                                          application has been
                                                                                                           accepted for publication
                                                                                                           for opposition.  The
                                                                                                           publication is expected
                                                                                                           in the near future.
                                                                                                           7/26/04 received
                                                                                                           associate's report of the
                                                                                                           publication of the
                                                                                                           application for
                                                                                                           opposition on May 20,
                                                                                                           2004.  If no opposition
                                                                                                           is filed, the
                                                                                                           registration will issue.
                                                                                                           8/12/04 report to Mr.
                                                                                                           Dunstan.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019MY PRG-SCHULTZ               Recovery auditing    2002/00908 01/24/02                            PENDING SM APPLICATION
                                       services and consulting
MALAYSIA     PRIORITY CLAIM OF US      relating thereto in Class                                           4/13/04 Official Action
             APPLICATION 78/078407     35.                                                                 citing own registration
             FILED 8/9/2001                                                                                for PRG & Design still in
                                                                                                           the name of The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.;
                                                                                                           instructions to associate
                                                                                                           to advise Registry of the
                                                                                                           incomplete recording and
                                                                                                           asking to withdraw the
                                                                                                           citation; report to Mr.
                                                                                                           Dunstan, copy to Ms.
                                                                                                           Zeller.
                                                                                                           4/20/04 - associate
                                                                                                           reports that a response
                                                                                                           to the action was filed.

                                                                                                           AS OF 10/20/04 AWAITING
                                                                                                           FURTHER REPORT FROM
                                                                                                           ASSOCIATE.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023MY [Graphic omitted:         Recovery auditing    2002/00907 01/24/02                            PENDING SM APPLICATION
             current PRGX logo]        services and consulting
MALAYSIA                               relating thereto in Class                                           6/3/04 - associate
                                       35.                                                                 reports that the
                                                                                                           application was examined;
                                                                                                           the Examiner cites the
                                                                                                           prior registration PRG &
                                                                                                           Design owned by PRGRS,
                                                                                                           INC.  The reason for the
                                                                                                           citation is that the
                                                                                                           assignment records have
                                                                                                           not been coordinated
                                                                                                           with the records of the
                                                                                                           pending applications.
                                                                                                           5/24/04 A response was
                                                                                                           filed by the associate
                                                                                                           pointing out the error
                                                                                                           and the application will
                                                                                                           proceed in due course.

                                                                                                           AS OF 10/20/04 AWAITING
                                                                                                           FURTHER REPORT FROM
                                                                                                           ASSOCIATE.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1012MX PRG                       Class 35 - Recovery  451,791   10/06/2000   680842    11/30/2000    REGISTERED SM
                                       audit services
MEXICO                                                                                       Renewal due
                                                                                             10/06/2010


------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1017MX PRG                       Class 35 - Business  463,163   12/15/00     691,562   12/15/00      REGISTERED SM
                                       management consulting
MEXICO                                 for cost containment;                                 Renewal due
                                       and consultation                                      12/15/2010
                                       services in the field
                                       of taxes, sales and
                                       use taxes,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
                                       logistics.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019MX PRG-SCHULTZ               Recovery auditing    527,982   01/16/02     800,654   01/16/02      REGISTERED SM
                                       services and
MEXICO       PRIORITY CLAIM OF US      consulting relating                                   Renewal due   10/1/04 Original
             APPLICATION 78/078407     thereto.                                              01/16/12      Certificate and Notice
             FILED 8/9/2001                                                                                of Correction (adding
                                                                                                           priority information)
                                                                                                           sent to Mr.Dunstan with
                                                                                                           copy to Ms. Key.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023MX [Graphic omitted:         Recovery auditing    527.981   01/16/02     841.553   01/16/02      REGISTERED SM
             current PRGX logo]        services and
MEXICO                                 consulting relating                                   Renewal due
                                       thereto.                                              01/16/2012
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025MX HOWARD SCHULTZ &          Accounts payable     225,502   02/24/95     497,764   02/24/95      REGISTERED SM
             ASSOCIATES                quality analysis
MEXICO                                 service and                                           Renewal due
                                       consulting relating                                   02/24/2005
                                       thereto in Class 36.                                                TO BE ABANDONED AT
                                                                                                           RENEWAL

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1026MX HOWARD SCHULTZ &          Accounts payable     392,846   09/29/99     672,988   09/29/99      REGISTERED SM
             ASSOCIATES &              auditing services and
MEXICO       INTERNATIONAL             consulting related                                    Renewal due   1. Assignment from Howard
                                       thereto in Class 36.                                  09/29/2009    Schultz & Associates
                                                                                                           International, Inc. to
                                                                                                           The Profit Recovery Group
                                                                                                           International, Inc.
                                                                                                           2.  Name Change of The
                                                                                                           Profit Recovery Group
                                                                                                           International, Inc.
                                                                                                           to PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.
                                                                                                           3. Assignment from PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. to PRG-SCHULTZ USA,
                                                                                                           INC.  and
                                                                                                           4.  PRG-SCHULTZ USA, INC.
                                                                                                           to PRGRS, INC.

                                                                                                           9/19/03:  Cumulative
                                                                                                           Assignment recorded on
                                                                                                           June 24, 2003;
                                                                                                           certificate forwarded to
                                                                                                           Ms. Zeller with copy to
                                                                                                           Mr. Dunstan.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1027MX HOWARD SCHULTZ &          Illegible in the     392,845   09/29/99     664,179   07/25/2000    REGISTERED SM
             ASSOCIATES &              record
MEXICO       INTERNATIONAL                                                                   Renewal due   1. Assignment from Howard
             [Graphic omitted:                                                               09/29/2009    Schultz & Associates
             Howard Schultz &                                                                              International, Inc. to
             Associates International                                                                      The Profit Recovery Group
             logo featuring stylized                                                                       International, Inc.
             letter "S" and picture                                                                        2.  Name Change of The
             of globe]                                                                                     Profit Recovery Group
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ
                                                                                                           INTERNATIONAL, INC.
                                                                                                           3. Assignment from
                                                                                                           PRG-Schultz
                                                                                                           International, Inc. to
                                                                                                           PRG-SCHULTZ USA, INC.
                                                                                                           and
                                                                                                           4.  PRG-SCHULTZ USA, INC.
                                                                                                           to PRGRS, INC.
                                                                                                           9/19/03:  Cumulative
                                                                                                           Assignment recorded on
                                                                                                           June 24, 2003;
                                                                                                           certificate forwarded to
                                                                                                           Ms. Zeller with copy to
                                                                                                           Mr. Dunstan.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1028MX [SUREF!ND]                Scientific, nautical, 353,196  11/06/98     600,171   02/12/99      REGISTERED SM
                                       surveying, electric,
MEXICO                                 photographic,                                         Renewal due   1. Assignment from Howard
                                       cinematographic,                                      11/06/2008    Schultz & Associates
                                       optical, weighing,                                                  International, Inc. to
                                       measuring, signaling,                                               The Profit Recovery Group
                                       checking                                                            International, Inc.
                                       (supervision),                                                      2.  Name Change of The
                                       life-saving and                                                     Profit Recovery Group
                                       teaching apparatus                                                  International, Inc.to
                                       and instruments;                                                    PRG-SCHULTZ
                                       apparatus for                                                       INTERNATIONAL, INC.
                                       recording,                                                          3. Assignment from PRG-
                                       transmission or                                                     Schultz International,
                                       reproduction of sound                                               Inc. to PRG-SCHULTZ USA,
                                       or images; magnetic                                                 INC.  and
                                       data carriers,                                                      4.  PRG-SCHULTZ USA, INC.
                                       recording discs;                                                    to PRGRS, INC.
                                       automatic vending
                                       machines and                                                        9/19/03: Cumulative
                                       mechanisms for                                                      Assignment recorded on
                                       coin-operated                                                       June 24, 2003;
                                       apparatus; cash                                                     certificate forwarded to
                                       registers,                                                          Ms. Zeller with copy to
                                       calculating machines,                                               Mr. Dunstan.
                                       data processing in
                                       Class 9.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013NZ PRG                       Class 35 - Recovery  628,983   12/14/00     628,983   12/14/00      REGISTERED SM
                                       auditing services;
NEW ZEALAND                            business management                                   Renewal due
                                       consulting for cost                                   12/14/2007
                                       containment; and
                                       consultation services
                                       in the field of
                                       taxes, sales and use
                                       taxes,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
                                       logistics.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019NZ PRG-SCHULTZ               Recovery auditing    651,226   01/16/02     651,226   08/09/2001    REGISTERED SM
                                       services and
NEW ZEALAND  PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto in Class 35.                                  08/09/2008
             FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023NZ PRG SCHULTZ & DESIGN      Recovery auditing    651,227   01/16/02     651,227   01/16/02
                                       services and                                                        REGISTERED SM
NEW ZEALAND  [Graphic omitted:         consulting relating                                   Renewal due
             current PRGX logo]        thereto in Class 35.                                  01/16/2009
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000PH [Graphic omitted:         Recovery auditing    107,032   03/27/96     4-1996-   02/07/2004    REGISTERED SM
             PRG logo featuring        services in                                 107,032
PHILIPPINES  white letters on a        International Class                                   08/07/2024 (20
             dark background]          35.                                                   year duration
                                                                                             under the old
             Application filed with                                                          TM law.)
             claim of priority of US
             75/033,888 filed December                                                       Affidavits of
             18, 1995.                                                                       Use or Non-Use
                                                                                             due
                                                                                             02/07/2009-2010
                                                                                             02/07/2014-2015
                                                                                             02/07/2019-2020
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001PH PROFIT RECOVERY GROUP     Recovery auditing    107,031   03/27/96     4-1996-   10/21/2002    REGISTERED SM
             INTERNATIONAL             services in                                 109,360
PHILIPPINES                            International Class                                   10/21/2022 (20
             Application filed with    35.                                                   year duration
             claim of priority of US                                                         under the old
             75/034,021 filed December                                                       TM law.)
             18, 1995.
                                                                                             Affidavits of
                                                                                             Use or Non-Use
                                                                                             due
                                                                                             10/21/2007-2008
                                                                                             10/21/2012-2013
                                                                                             10/21/2017-2018
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019PH  PRG-SCHULTZ              Recovery auditing    4-2002-00545 01/22/02                          PENDING SM APPLICATION
                                       services and
PHILIPPINES   PRIORITY CLAIM OF US     consulting relating
              APPLICATION 78/078407    thereto  in Class 35.                                               AS OF OCTOBER 20, 2004
              FILED 8/9/2001                                                                               AWAITING COMPLETED FORMS.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023PH [Graphic omitted:         Recovery auditing    4-2002-00542 01/22/02                          PENDING SM APPLICATION
             current PRGX logo]        services and
PHILIPPINES                            consulting relating
                                       thereto in Class 35                                                 AS OF OCTOBER 20, 2004
                                                                                                           AWAITING COMPLETED FORMS.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000SG [Graphic omitted:         Recovery auditing    S/3059/96 03/27/96     T96/03059H 12/18/1995   REGISTERED SM
             PRG logo featuring        services in
SINGAPORE    white letters on a        International Class                                   Renewal due
             dark background]          35.                                                   12/18/2005

             Application filed with                                                          The
             claim of priority of US                                                         registration
             75/033,888 filed December                                                       date is the
             18, 1995, now registration                                                      same as the
             No. 2,068,799..                                                                 priority date
                                                                                             and the
                                                                                             duration is
                                                                                             counted from
                                                                                             the priority
                                                                                             date.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001SG [Graphic omitted:         Recovery auditing    T96/03060  03/27/96    T96/03060 03/27/96      REGISTERED SM
             PRG logo featuring        services in
SINGAPORE    white letters on a        International Class                                   Renewal due
             dark background]          35.                                                   03/27/2006

             PROFIT
             RECOVERY GROUP
             INTERNATIONAL
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013SG PRG                       Auditing services to T01/00045I 01/02/01    T01/00045I 01/02/2001   REGISTERED SM
                                       recover profits in
SINGAPORE                              hard-to-find places;                                  Renewal due
                                       business management                                   01/02/2011
                                       consulting for cost
                                       containment; tax
                                       consultation included
                                       in this Class in the
                                       field of value added
                                       taxes and sales and
                                       use taxes; cost
                                       management analysis,
                                       namely, consultation
                                       services to control
                                       and reduce costs for
                                       communications,
                                       payables and
                                       disbursements and
                                       transportation; all
                                       included in Class 35.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019SG PRG-SCHULTZ               Recovery auditing    T02/00887I 01/21/02    T02/00887I 08/09/2001   REGISTERED SM
                                       services and
SINGAPORE    PRIORITY CLAIM OF US      consulting relating                                    Renewal due
             APPLICATION 78/078407     thereto in Class 35.                                   08/09/2011
             FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023SG [Graphic omitted:         Recovery auditing    T02/00888G 01/21/02    T02/00888G 01/21/2002   REGISTERED SM
             current PRGX logo]        services and
SINGAPORE                              consulting relating                                   Renewal due
                                       thereto in Class 35.                                  01/21/2012
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1026SG HOWARD SCHULTZ &          Accounts payable     T99/11137H 10/06/99    T99/11137H 10/06/99     REGISTERED SM
             ASSOCIATES INTERNATIONAL  auditing services and
SINGAPORE                              consulting relating                                   Renewal due   A cumulative Assignment
                                       thereto in Class 35.                                  10/06/2009    from Howard Schultz &
                                                                                                           Associates International,
                                                                                                           Inc., PRG-Schultz
                                                                                                           International, Inc.
                                                                                                           (formerly The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in Singapore on November
                                                                                                           28, 2002 together with
                                                                                                           the address change of
                                                                                                           PRGRS, INC.
                                                                                                           3/4/03: Certificates sent
                                                                                                           to Ms. Zeller with copies
                                                                                                           to Mr. Dunstan.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1027SG HOWARD SCHULTZ &          Accounts payable      T99/11138F 10/06/99   T99/11138F 10/06/1999   REGISTERED SM
             ASSOCIATES INTERNATIONAL  auditing services and
SINGAPORE    & Design                  consulting relating                                   Renewal due   A cumulative Assignment
                                       thereto and all                                       10/05/2009    from Howard Schultz &
             [Graphic omitted:         services in Class 35.                                               Associates International,
             Howard Schultz &                                                                              Inc., PRG-Schultz
             Associates International                                                                      International, Inc.
             logo featuring stylized                                                                       (formerly The Profit
             letter "S" and picture                                                                        Recovery Group
             of globe]                                                                                     International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in Singapore on November
                                                                                                           28, 2002 together with
                                                                                                           the address change of
                                                                                                           PRGRS, INC.
                                                                                                           3/4/03: Certificates sent
                                                                                                           to Ms. Zeller with copies
                                                                                                           to Mr. Dunstan.

</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000ZA [Graphic omitted:         Advertising, business 97/5447   04/14/97    97/5447   04/14/97      REGISTERED SM
             PRG logo featuring        management; business
SOUTH AFRICA white letters on a        administration;                                       Renewal due
             dark background]          including auditing                                    04/14/2007
                                       services designed to
                                       recover overpayments
                                       made to vendors;
                                       office functions in
                                       Class 35.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001ZA PROFIT RECOVERY GROUP     Advertising, business 97/5448   04/14/97     97/5448   04/14/97     REGISTERED SM
             INTERNATIONAL             management; business
SOUTH AFRICA                           administration;                                       Renewal due
                                       including auditing                                    04/14/2007
                                       services designed to
                                       recover overpayments
                                       made to vendors;
                                       office functions in
                                       Class 35.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013ZA PRG                       Class 35 -Recovery   2000/25206 12/19/00                            PENDING SM APPLICATION:
                                       auditing services;
SOUTH AFRICA                           business management                                                 2/23/04 - follow-up to
                                       consulting for cost                                                 associate re status of
                                       containment; tax                                                    application.  Associate
                                       consultation in the                                                 advised that there is
                                       field of value added                                                additional bureaucratic
                                       taxes and sales and                                                 delay in the examination
                                       use taxes;                                                          process.  The application
                                       consultation services                                               may be examined during
                                       to control and reduce                                               the next six months.
                                       costs for                                                           AS OF 6/15/04 AWAITING
                                       communications,                                                     REPORT FROM ASSOCIATE RE
                                       payables and                                                        EXAMINATION OF THE
                                       disbursements, and                                                  APPLICATION.
                                       transportation.
                                       (As amended)
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019ZA PRG-SCHULTZ               Recovery auditing    2002/00768 01/22/2002                          PENDING SM APPLICATION
                                       services and
SOUTH AFRICA PRIORITY CLAIM OF US      consulting relating                                                 There is considerable
             APPLICATION 78/078407     thereto.                                                            backlog in the South
             FILED 8/9/2001                                                                                African Trademark Office
                                                                                                           in examination of
                                                                                                           applications.

                                                                                                           AS OF 6/11/04:  AWAIT
                                                                                                           EXAMINATION OF THE
                                                                                                           APPLICATION.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023ZA [Graphic omitted:         Recovery auditing    2002/00769 01/22/2002                          PENDING SM APPLICATION
             current PRGX logo]        services and
SOUTH AFRICA                           consulting relating                                                 There is considerable
                                       thereto.                                                            backlog in the South
                                                                                                           African Trademark Office
                                                                                                           in examination of
                                                                                                           applications.

                                                                                                           AS OF 6/11/04:  AWAIT
                                                                                                           EXAMINATION OF THE
                                                                                                           APPLICATION.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000KR [Graphic omitted:         Recovery auditing    99-8697    06/25/99     62184    06/26/2000    REGISTERED SM
             PRG logo featuring        services in
SOUTH KOREA  white letters on a        International Class                                   Renewal due
             dark background]          35.                                                   06/26/2010

             THIS APPLICATION IN THE
             NAME OF PRGRS, INC.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013KR PRG                       Class 35 - Recovery  41-2001-565 01/12/2001  78,823   08/28/2002    REGISTERED SM
                                       auditing services;
SOUTH KOREA                            business management                                   Renewal due
                                       consulting for cost                                   08/28/2012
                                       containment; and
                                       consultation services
                                       in the field of
                                       taxes, sales and use
                                       taxes,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019KR  PRG-SCHULTZ              Recovery auditing    41-2002-1027 01/16/02   90,421   09/08/03      REGISTERED SM
                                       services and
SOUTH KOREA   PRIORITY CLAIM OF US     consulting relating                                   Renewal due
              APPLICATION 78/078407    thereto in Class 35.                                  09/08/2013
              FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023KR [Graphic omitted:         Recovery auditing    41-2002-1028 01/16/02   89243    08/11/2003    REGISTERED SM
             current PRGX logo]        services and
SOUTH KOREA                            consulting relating                                   Renewal due
                                       thereto in Class 35.                                  08/11/2013
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013CH PRG                       Class  35 - Recovery 00007/2001 01/01/2001  485,860   06/15/2001    REGISTERED SM
                                       auditing services;
SWITZERLAND                            business management                                   Renewal
                                       consulting  for cost                                  01/01/2011
                                       containment; tax
                                       consultation  in the                                  Use should be
                                       field of value added                                  commenced
                                       taxes and sales and                                   before June 15,
                                       use taxes;                                            2006 and should
                                       consultation services                                 not be
                                       to control and reduce                                 interrupted for
                                       costs for                                             more than 5
                                       communications,                                       years.
                                       payables and
                                       disbursements, and
                                       transportation.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019CH PRG-SCHULTZ               Recovery auditing    00477/2002 01/21/02    500,471   01/21/2002    REGISTERED SM
                                       services and
SWITZERLAND  PRIORITY CLAIM OF US      consulting relating                                   Renewal due
             APPLICATION 78/078407     thereto in Class 35.                                  01/21/2012
             FILED 8/9/2001

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023CH [Graphic omitted:         Recovery auditing    00476/2002 01/21/02    500,462   01/21/2002    REGISTERED SM
             current PRGX logo]        services and
SWITZERLAND                            consulting relating                                   Renewal due
                                       thereto in Class 35.                                  01/21/2012
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1000TW [Graphic omitted:         Recovery auditing    (85)14544  03/28/96    089410    03/16/97      REGISTERED SM
             PRG logo featuring        services in
TAIWAN       white letters on a        International Class                                   Renewal due   EVENTUALLY THE
             dark background]          35.                                                   03/16/2007    REGISTRATION WILL BECOME
                                                                                                           ABANDONED BY FAILURE TO
             Application filed with                                                          Renewal       RENEW.
             claim of priority of US                                                         application may
             75/033,888 filed December                                                       be filed during
             18, 1995.  Memorandum of                                                        the year before
             Understanding signed                                                            the deadline.
             between USA & Taiwan, but                                                       No grace.
             it may not be retroactive.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001TW PROFIT RECOVERY GROUP     Recovery auditing    (85)24545 03/28/96     089411    03/16/97      REGISTERED SM
             INTERNATIONAL             services in
TAIWAN                                 International Class                                   Renewal due   EVENTUALLY THE
             Application filed with    35.                                                   03/16/2007    REGISTRATION WILL BECOME
             claim of priority of US                                                                       ABANDONED BY FAILURE TO
             75/034,021 filed December                                                       Renewal       RENEW.
             18, 1995.  Memorandum of                                                        application may
             Understanding signed                                                            be filed during
             between USA & Taiwan, but                                                       the year before
             it may not be retroactive.                                                      the deadline.
                                                                                             No grace.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013TW PRG                       Class 35 - As        (89)073559 12/20/00    158,434   02/16/02      REGISTERED SM
                                       amended:
TAIWAN                                 Recovery auditing                                     Renewal due   If the mark is not used,
                                       services; business                                    03/16/2007    after February  15, 2005
                                       management consulting                                               this registration becomes
                                       for cost containment;                                 The shorter   vulnerable to
                                       tax consultation in                                   duration is   cancellation by third
                                       the field of value                                    because the   parties.
                                       added taxes and sales                                 renewal date  2/17/04 - reminder to Mr.
                                       and use taxes;                                        must be the   Dunstan.
                                       provision of cost                                     same as that
                                       analysis consultation                                 of the associated
                                       services.                                             registration
                                                                                             No. 89410 for
                                                                                             PRG & Design
                                                                                             that falls due
                                                                                             for renewal
                                                                                             03/16/2007.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019TW PRG-SCHULTZ               Recovery auditing    (91) 003373 01/25/02   176,697   02/01/2003    REGISTERED SM
                                       services and
TAIWAN       PRIORITY CLAIM OF US      consulting relating                                   Renewal due   If the mark is not used,
             APPLICATION 78/078407     thereto in Class 35.                                  02/01/2013    after February 1, 2006
             FILED 8/9/2001                                                                                this registration becomes
                                                                                                           vulnerable to
                                                                                                           cancellation by third
                                                                                                           parties.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023TW [Graphic omitted:         Recovery auditing    (91) 003372 01/25/02   178,018   3/1/03        REGISTERED SM
             current PRGX logo]        services and
TAIWAN                                 consulting relating                                   Renewal due
                                       thereto in Class 35.                                  1/31/2013

                                                                                             The renewal
                                                                                             date is the
                                                                                             same as the
                                                                                             associated
                                                                                             registration
                                                                                             for
                                                                                             PRG-SCHULTZ,
                                                                                             No. 176,697.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001TH [Graphic omitted:         Recovery auditing    305,166   03/27/96     Bor5293   03/31/97      REGISTERED SM
THAILAND     PRG logo featuring        services in
             white letters on a        International Class                                   Renewal due
             dark background]          35.                                                   03/27/2006
                                                                                             Renewal must be
                                                                                             filed 3 mo
                                                                                             prior to due
                                                                                             date.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1001TH PROFIT RECOVERY GROUP     Computerized file    320,934   10/30/96     Bor5906   10/30/96      REGISTERED SM
                                       management services
THAILAND                               in International                                      Renewal due   This registration issued
                                       Class 35.                                             10/30/2006    from a refiled
                                                                                             Renewal must  application needed
                                                                                             be filed 3 mo because of the
                                                                                             prior to due  requirement to remove the
                                                                                             date.         word "international" from
                                                                                                           the mark.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1013TH [Graphic omitted:         Class 35 - Recovery  447,607   03/05/2001   Bor15138  03/05/2001    REGISTERED SM
             current PRGX logo]        auditing services;
THAILAND-                              business management                                   Renewal due
                                       consulting for cost                                   03/05/2011
                                       containment; and
                                       consultation services
                                       in the field of
                                       taxes, sales and use
                                       taxes,
                                       communications,
                                       payables and
                                       disbursements, and
                                       transportation
                                       logistics.
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1019TH PRG-SCHULTZ               Recovery auditing    477,686   01/16/02     Bor 17594 01/16/2002    REGISTERED SM
                                       services and
THAILAND     PRIORITY CLAIM OF US      consulting relating                                   Renewal. Due
             APPLICATION 78/078407     thereto in Class 35.                                  1/16/2012
             FILED 8/9/2001

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1023TH [Graphic omitted:         Recovery auditing    477,687   01/16/02     Bor 17594 01/16/2002    REGISTERED SM
             current PRGX logo]        services and
THAILAND                               consulting relating                                   Renewal. Due
                                       thereto in Class 35.                                  1/16/2012
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                           PRGRS, INC.
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                  <C>       <C>          <C>       <C>           <C>
                                                                                             REG. DATE &
   N&R NO.        MARK                 CLASS / DESCRIPTION  SER. NO.  FILING DATE  REG. NO.  RENEWAL       COMMENTS
------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1025GB HOWARD SCHULTZ &          Accounts payable     1,452,647 01/17/91     1,451,647 10/30/92      REGISTERED SM
             ASSOCIATES                auditing services and
UNITED KINGDOM                         consulting relating                                   1st renewal   Priority claimed of US
                                       thereto; accounting                                   due 11/19/97  application 74/116444
                                       and auditing                                          - renewed     filed November 19, 1990.
                                       services; advisory                                                  Renewal of the UK
                                       and consultancy                                       Next renewal  registration is
                                       services relating to                                  due           calculated from the US
                                       the running or                                        11/19/2007    filing date. A cumulative
                                       management of a                                                     Assignment from Howard
                                       business in Class35.                                                Schultz & Associates
                                                                                                           International, Inc., PRG-
                                                                                                           Schultz International,
                                                                                                           Inc. (formerly The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in on November 8, 2002
                                                                                                           together with the address
                                                                                                           change of PRGRS, INC.

------------ ------------------------- -------------------- --------- ------------ --------- ------------  -------------------------
16092.1028GB [SUREF!ND]                Computer software;   2,180,486 10/26/98     2,180,486 05/28/99      REGISTERED TM
                                       computer software for
UNITED KINGDOM                         use in accounting and                                 Renewal due   A cumulative Assignment
                                       auditing applications                                 10/26/2008    from Howard Schultz &
                                       in Class 9.                                                         Associates International,
                                                                                                           Inc., PRG-Schultz
                                                                                                           International, Inc.
                                                                                                           (formerly The Profit
                                                                                                           Recovery Group
                                                                                                           International, Inc.), and
                                                                                                           PRG-Schultz USA, Inc. to
                                                                                                           PRGRS, INC. was recorded
                                                                                                           in on November 8, 2002
                                                                                                           together with the address
                                                                                                           change of PRGRS, INC.

</TABLE>



<PAGE>






                        SCHEDULE 6.20 TO CREDIT AGREEMENT


       CHIEF EXECUTIVE OFFICE / EXACT LEGAL NAME / STATE OF INCORPORATION

1.   Chief  Executive  Address for each of the Credit  Parties is:
     600  Galleria Parkway, Suite 100
     Atlanta, Georgia 30339-5991

2.   Exact Legal Name and State of Incorporation for each of the Credit Parties:

<TABLE>
<CAPTION>
<S>                                                                                     <C>
                                                                                            STATE OF
EXACT LEGAL NAME                                                                         INCORPORATION
----------------                                                                         -------------

THE PROFIT RECOVERY GROUP ASIA, INC.                                                        Georgia

PRG-SCHULTZ AUSTRALIA, INC.                                                                 Georgia

PRG-SCHULTZ BELGIUM, INC.                                                                   Georgia

PRG-SCHULTZ CANADA, INC.                                                                    Georgia

THE PROFIT RECOVERY GROUP COSTA RICA, INC.                                                  Georgia

PRG-SCHULTZ FRANCE, INC.                                                                    Georgia

THE PROFIT RECOVERY GROUP GERMANY, INC.                                                     Georgia

THE PROFIT RECOVERY GROUP ITALY, INC.                                                       Georgia

THE PROFIT RECOVERY GROUP MEXICO, INC.                                                      Georgia

PRG-SCHULTZ NORWAY, INC.                                                                    Georgia

THE PROFIT RECOVERY GROUP NETHERLANDS, INC.                                                 Georgia

THE PROFIT RECOVERY GROUP NEW ZEALAND, INC.                                                 Georgia

PRG-SCHULTZ  PORTUGAL, INC.                                                                 Georgia

THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC.                                                Georgia

THE PROFIT RECOVERY GROUP SPAIN, INC.                                                       Georgia

THE PROFIT RECOVERY GROUP SWITZERLAND, INC.                                                 Georgia


<PAGE>

PRG INTERNATIONAL, INC.                                                                     Georgia

PRG-SCHULTZ USA, INC.                                                                       Georgia

PRG-SCHULTZ INTERNATIONAL, INC                                                              Georgia

PRGFS, INC.                                                                                 Delaware

PRGLS, INC.                                                                                 Delaware

PRGRS, INC.                                                                                 Delaware

PRG HOLDING COMPANY (FRANCE) NO. 1, LLC                                                     Delaware

PRG HOLDING COMPANY (FRANCE) NO. 2, LLC                                                     Delaware

PRG USA, INC.                                                                               Georgia

PRG-SCHULTZ JAPAN, INC.                                                                     Georgia

PRG-SCHULTZ PUERTO RICO, INC.                                                               Georgia

PRG-SCHULTZ CHILE, INC.                                                                     Georgia

HS&A ACQUISITION - UK, INC.                                                                 Texas
</TABLE>




<PAGE>


                                  SCHEDULE 7.6

                                    INSURANCE

See attached.


<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>                       <C>                                             <C>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  DATE (MM/DD/YYYY)
ACORD(TM)       CERTIFICATE OF LIABILITY INSURANCE                                                                      11/11/2004
-----------------------------------------------------------------------------------------------------------------------------------
PRODUCER  678 475-5716                  FAX 770 232-9202           THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
MCCART INSURANCE AGENCY                                            CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.  THIS
2405 SATELLITE BLVD SUITE 200                                      CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
DULUTH, GEORGIA 30096                                              AFFORDED BY THE POLICIES BELOW.

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

                                                                   INSURERS AFFORDING COVERAGE                    NAIC #
-----------------------------------------------------------------------------------------------------------------------------------
INSURED  PRG-SCHULTZ INTERNATIONAL INC                             INSURER A   ATLANTIC SPECIALTY INS CO

         600 GALLERIA PARKWAY - SUITE 100
         ATLANTA, GEORGIA  30339
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   INSURER B   CHUBB CUSTOM INSURANCE CO
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   INSURER C   CHUBB GROUP
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   INSURER D   THE ST PAUL COMPANIES
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   INSURER E
-----------------------------------------------------------------------------------------------------------------------------------

COVERAGES
-----------------------------------------------------------------------------------------------------------------------------------
THE  POLICIES OF INSURANCE  LISTED  BELOW HAVE BEEN ISSUED TO THE INSURED  NAMED
ABOVE FOR THE POLICY PERIOD INDICATED.  NOTWITHSTANDING ANY REQUIREMENT, TERM OR
CONDITION  OF ANY  CONTRACT  OR  OTHER  DOCUMENT  WITH  RESPECT  TO  WHICH  THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,  EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      POLICY        POLICY
                                                                    EFFECTIVE     EXPIRATION
 INSR   ADD'L                                                          DATE          DATE
  LTR   NSRD    TYPE OF INSURANCE                 POLICY NUMBER     (MM/DD/YY)    (MM/DD/YY)                LIMITS
-----------------------------------------------------------------------------------------------------------------------------------
                GENERAL LIABILITY                 7180081720000     05/18/2004    01/01/2005       EACH OCCURRENCE      $ 1,000,000
                ----------------------------------                                                 --------------------------------
                [X] COMMERCIAL GENERAL                                                             DAMAGE TO RENTED     $   100,000
                    LIABILITY                                                                      PREMISES (Ea. occurrence)
                ----------------------------------                                                 --------------------------------
                [_] CLAIMS MADE  [X] OCCUR                                                         MED EXP (Any one     $    5,000
    A                                                                                              person)
                [_]-------------------------------                                                 --------------------------------
                                                                                                   PERSONAL & ADV       $ 1,000,000
                                                                                                   INJURY
                [_]-------------------------------                                                 --------------------------------
                GEN'L AGGREGATE LIMIT APPLIES PER:                                                 GENERAL AGGREGATE    $ 2,000,000
                ----------------------------------                                                 --------------------------------
                [X] POLICY [_]PRO-   [_] LOC                                                        PRODUCTS - COMP/OP   $ 2,000,000
                              JECT                                                                 AGG
-----------------------------------------------------------------------------------------------------------------------------------
               AUTOMOBILE LIABILITY               7180081720000     05/18/2004    01/01/2005        COMBINED SINGLE      $   500,000
                                                                                                   LIMIT
                                                                                                   (Ea accident)
                ----------------------------------                                                 --------------------------------
                [X] ANY AUTO
                ----------------------------------                                                 --------------------------------
                [_] ALL OWNED AUTOS                                                                BODILY INJURY         $
                                                                                                   (Per person)
                ----------------------------------                                                 --------------------------------
                [_] SCHEDULED AUTOS
    A           ----------------------------------                                                 --------------------------------
                [X] HIRED AUTOS                                                                    BODILY INJURY        $
                                                                                                   (Per accident)
                ----------------------------------                                                 --------------------------------
                [X] NON-OWNED AUTOS
                ----------------------------------                                                 --------------------------------
                [X] $1000 ded comp                                                                 PROPERTY DAMAGE      $
                                                                                                   (Per accident)
                ----------------------------------                                                 --------------------------------
                [X] $1000 ded coll
-----------------------------------------------------------------------------------------------------------------------------------
                GARAGE LIABILITY                                                                   AUTO ONLY - EA.      $
                                                                                                   ACCIDENT
                ----------------------------------                                                 --------------------------------
                [_] ANY AUTO                                                                       OTHER THAN   EA.ACC. $
                [_]                                                                                AUTO ONLY:   AGG     $
-----------------------------------------------------------------------------------------------------------------------------------
                EXCESS/UMBRELLA LIABILITY         7180081720000     05/18/2004    01/01/2005       EACH OCCURRENCE      $10,000,000
                ----------------------------------                                                 --------------------------------
                [X]   OCCUR   [_]  CLAIMS MADE                                                     AGGREGATE            $10,000,000
                ----------------------------------                                                 --------------------------------
   A                                                                                                                    $
                ----------------------------------                                                 --------------------------------
                [_] DEDUCTIBLE                                                                                          $
                ---------------------------------                                                  --------------------------------
                [_] RETENTION    $                                                                                      $
-----------------------------------------------------------------------------------------------------------------------------------
         WORKERS COMPENSATION AND                 WVA0206157 &      01/01/2004    01/01/2005       [_] WC STATU- [X]OTH-
         EMPLOYERS' LIABILITY                     WVA0206205                                           TORY LIMITS  ER  $
   D     ANY PROPRIETOR/PARTNER/EXECUTIVE                                                          --------------------------------
         OFFICER/MEMBER EXCLUDED?                                                                  E.L. EACH ACCIDENT   $   500,000
                                                                                                   --------------------------------
         If yes, described under                                                                   E.L. DISEASE -
         SPECIAL PROVISIONS below                                                                  EA. EMPLOYEE         $   500,000
                                                                                                   --------------------------------
                                                                                                   E.L. DISEASE -       $   500,000
                                                                                                   POLICY LIMIT
-----------------------------------------------------------------------------------------------------------------------------------
   A     OTHER                                    7180081720000     05/18/2004    01/01/2005            BLANKET CONTENTS
         PROPERTY                                                                                   $16,850,765 SPECIAL FORM
                                              DEDUCTIBLE - $5,000                                           INCL THEFT
-----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
B  PROFESSIONAL ERROR & OMISSIONS   79488371         01/01/2004       01/01/2005 - LIMIT $10,000,000
C  FIDELITY BOND                    81421338-D       01/01/2004       01/01/2005 - LIMIT $15,000,000
BANK OF AMERICA N.A. IS SOLE LOSS PAYEE AND ADDITIONAL INSURED AS ITS INTEREST MAY APPEAR.
- ----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER                                                  CANCELLATION
-----------------------------------------------------------------------------------------------------------------------------------
  BANK OF AMERICA N.A.                                              SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
  NANCY S. GOLDMAN                                                  THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR
  600 PEACHTREE ST NE                                               TO MAIL    30      DAYS WRITTEN NOTICE TO THE CERTIFICATE
  13TH FLOOR                                                        HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL
  ATLANTA, GA  30308                                                IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,
                                                                    ITS AGENTS OR REPRESENTATIVES.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      AUTHORIZED REPRESENTATIVE

                                                                      Dorothy Bush/DORBUS    /s/ Dorothy Bush
-----------------------------------------------------------------------------------------------------------------------------------
ACORD25 (2001/08)                                                                       (c) ACORD CORPORATION 1988
</TABLE>



<PAGE>


                                    IMPORTANT

If the certificate  holder is an ADDITIONAL  INSURED,  the  policy(ies)  must be
endorsed.  A  statement  on this  certificate  does  not  confer  rights  to the
certificate holder in lieu of such endorsement(s).

If  SUBROGATION  IS WAIVED,  subject to the terms and  conditions of the policy,
certain  policies may require an  endorsement.  A statement on this  certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).


                                   DISCLAIMER

The  Certificate  of  Insurance  on the  reverse  side of  this  form  does  not
constitute a contract between the issuing insurer(s),  authorized representative
or producer, and the certificate holder, not does it affirmatively or negatively
amend, extend or alter the coverage afforded by the policies listed thereon.


ACORD25 (2001/08)

<PAGE>


                                  SCHEDULE 8.1

                                  INDEBTEDNESS

None.


<PAGE>
                                                                   Exhibit A
                                                                       to
                                                                Credit Agreement


                               FORM OF LOAN NOTICE


Bank of America, N.A.
600 Peachtree Street, NE
13th Floor
Atlanta, GA 30308

Re:  Amended and Restated  Credit  Agreement  dated as of November ___, 2004 (as
     amended and modified,  the "Credit Agreement") among PRG-Schultz USA, Inc.,
     a Georgia corporation (the "Borrower"),  PRG-Schultz International, Inc., a
     Georgia corporation (the "Parent"), the other Credit Parties party thereto,
     and Bank of America,  N.A., as Lender. Terms used but not otherwise defined
     herein shall have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

[_]  A borrowing of Revolving Loans

[_]  A conversion or extension of Revolving Loans

1.   On ___________________, 200__ (which is a Business Day).

2.   In the amount of $___________.

3.   Comprised of __________ (Type of Revolving Loan requested).

4.   For Eurodollar Rate Loans: with an Interest Period of __________ months and
     the last day thereof ________________________.

In accordance with the requirements of Section 5.2 of the Credit Agreement,  the
undersigned Borrower hereby certifies that:

          (a)  The  representations  and  warranties  contained  in  the  Credit
     Agreement  are,  subject to the  limitations  set forth  therein,  true and
     correct in all material respects as of the date of this request (except for
     those  which  expressly  relate  to  an  earlier  date),  and  the  matters
     referenced  in  subsections  (c),  (d),  (e) and (f) of Section  5.2 of the
     Credit Agreement, are true and correct.

<PAGE>

          (b) With respect to a borrowing of Revolving Loans, all conditions set
     forth  in  Section  2.1 as to the  making  of  Revolving  Loans  have  been
     satisfied on and as of the date hereof.

          (c) With respect to a conversion  or  extension,  all  conditions  set
     forth in Section 3.2 as to a conversion or extension have been satisfied on
     and as of the date hereof.


                                   Very truly yours,

                                   PRG-SCHULTZ USA, INC.,
                                   a Georgia corporation

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------



<PAGE>


                                                                    Exhibit B
                                                                       to
                                                                Credit Agreement



                                              FORM OF REVOLVING NOTE

                                                              November ___, 2004

     FOR VALUE  RECEIVED,  PRG-SCHULTZ  USA,  Inc., a Georgia  corporation  (the
"Borrower"),  hereby  promises to pay to the order of BANK OF AMERICA,  N.A, and
its  successors  and assigns (the  "Lender"),  on or before the Maturity Date in
immediately  available funds as provided in the Credit Agreement,  the principal
amount  of each  Revolving  Loan  from  time to time  made by the  Lender to the
Borrower under the Credit Agreement.

     The  Borrower  promises to pay interest on the unpaid  principal  amount of
each  Revolving  Loan from the date of such  Revolving Loan until such principal
amount is paid in full, at such interest  rates and at such times as provided in
the Credit  Agreement.  All payments of principal and interest  shall be made to
the Lender in Dollars in immediately  available funds. If any amount is not paid
in full when due hereunder,  such unpaid amount shall bear interest,  to be paid
upon  demand,  from the due date thereof  until the date of actual  payment (and
before as well as after  judgment)  computed  at the per annum rate set forth in
the Credit Agreement.

     This Note is one of the  Revolving  Notes  referred  to in the  Amended and
Restated  Credit  Agreement  dated as of  November  ___,  2004 (as  amended  and
modified, the "Credit Agreement") among the Borrower, PRG-Schultz International,
Inc., a Georgia  corporation  (the  "Parent"),  the other Credit  Parties  party
thereto  and Bank of  America,  N.A.,  as Lender.  Terms used but not  otherwise
defined herein shall have the meanings provided in the Credit Agreement.

     The  holder  may  endorse  and  attach a  schedule  to  reflect  borrowings
evidenced by this Note and all payments and prepayments  thereon;  provided that
any failure to endorse such  information  shall not affect the obligation of the
undersigned Borrower to pay amounts evidenced hereby.

     Upon the occurrence of an Event of Default,  all amounts  evidenced by this
Note may, or shall, become immediately due and payable as provided in the Credit
Agreement without diligence,  presentment, demand, protest or notice of protest,
demand,  dishonor and nonpayment of this Revolving Note, all of which are waived
by the Borrower.  In the event payment of amounts  evidenced by this Note is not
made at any stated or  accelerated  maturity,  the  Borrower  agrees to pay,  in
addition  to  principal  and  interest,  all  costs  of  collection,   including
reasonable attorneys' fees.

     This Note and the Loans and  amounts  evidenced  hereby may be  transferred
only as provided in the Credit Agreement.


<PAGE>

     This Note shall be governed by, and construed and interpreted in accordance
with, the law of the State of Georgia.

     IN WITNESS  WHEREOF,  the  undersigned  Borrower has caused this Note to be
duly executed as of the date first above written.


                                   PRG-SCHULTZ USA, INC.,
                                   a Georgia corporation

                                   By:
                                       ----------------------------------------
                                   Name:
                                         --------------------------------------
                                   Title:
                                          -------------------------------------


<PAGE>

                                                                   Exhibit C
                                                                       to
                                                                Credit Agreement


                         FORM OF COMPLIANCE CERTIFICATE

     This  Certificate is delivered in accordance with the provisions of Section
7.1(c)  of that  certain  Amended  and  Restated  Credit  Agreement  dated as of
November  ___,  2004 (as amended and  modified,  the "Credit  Agreement")  among
PRG-Schultz  USA,  Inc., a Georgia  corporation  (the  "Borrower"),  PRG-Schultz
International,  Inc., a Georgia  corporation  (the  "Parent"),  the other Credit
Parties party thereto, and Bank of America,  N.A., as Lender. Terms used but not
otherwise  defined  herein shall have the same  meanings  provided in the Credit
Agreement.

     The undersigned,  being the chief financial officer of the Borrower, hereby
certifies  as of  the  date  hereof,  in my  official  capacity  and  not  in my
individual  capacity,   that  I  am  authorized  to  execute  and  deliver  this
Certificate  to  the  Lender  on  behalf  of the  Borrower,  and  that  detailed
calculations  demonstrating  compliance with the financial  covenants set out in
Section 7.11 of the Credit Agreement accompany this Certificate;  and no Default
or Event of Default exists under the Credit Agreement.

     This the ______ day of ___________, 20___.


                                   PRG-SCHULTZ USA, INC.,
                                   a Georgia corporation

                                   By:
                                       ----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


<PAGE>

                       Attachment to Officer's Certificate

                       COMPUTATION OF FINANCIAL COVENANTS

               FOR THE _____________ PERIOD ENDING _______________


1.   Leverage Ratio

     (a)  Funded Indebtedness                                  $_______________

     (b)  Consolidated EBITDA                                  $_______________

          (i)  Consolidated EBIT

               (A)  Consolidated Net Income                    $_______________

               (B)  Consolidated Interest                      $_______________
                    Expense

               (C)  Total federal, state, local                $_______________
                    and foreign income, value added and
                    similar taxes

               (D)  All charges directly related               $_______________
                    to the Borrower's corporate
                    restructuring plan made during
                    period from October 1, 2003
                    through December 31, 2003

               (E)  All charges (excluding                     $_______________
                    costs associated with model
                    evolution) directly related to
                    the Borrower's corporate
                    restructuring plan made during
                    period from January 1, 2004
                    through December 31, 2004
               (F)  All severance and/or                       $_______________
                    retirement costs paid to John
                    Cook and/or John Toma



<PAGE>



               (G)  Non-cash, non-recurring                    $_______________
                    charges directly related to
                    impairment of Schultz trade
                    name

               (H)  Non-cash, non-recurring                    $_______________
                    charge related to change of
                    Schultz trade name

               (I)  Consolidated EBIT                          $_______________
                    [(A) + (B) +(C) + (D) + (E)
                    +(F) + (G) +(H)]

          (ii)  Depreciation and amortization                  $_______________
                expense

          (iii) Consolidated EBITDA                            $_______________
                [(i)(G) + (ii)]

     (c)  Leverage Ratio [(a)/(b)]                                         :1.0
                                                                ---------------

2.   Consolidated EBITDA for the __________                    $_______________
     period ending __________


<PAGE>


                                                                    Exhibit D
                                                                       to
                                                                Credit Agreement


                                     FORM OF
                           BORROWING BASE CERTIFICATE

     For the calendar month ended _______________, 20__.

     I,  ______________________,  chief  financial  officer of PRG-Schultz  USA,
Inc., a Georgia corporation (the "Borrower") hereby certify that, to the best of
my  knowledge  and belief,  with  respect to that  certain  Amended and Restated
Credit Agreement dated as of November ___, 2004 (as amended, modified,  restated
or supplemented  from time to time, the "Credit  Agreement";  all of the defined
terms in the Credit  Agreement are  incorporated  herein by reference) among the
Borrower, PRG-Schultz International, Inc., a Georgia corporation (the "Parent"),
the other Credit Parties party thereto, and Bank of America, N.A., as Lender:

                                   RECEIVABLES

<TABLE>
<CAPTION>
<S>      <C>                                                            <C>
1.       Receivables (as defined in the
         definition of Eligible Receivables in
         Section 1.1 of the Credit Agreement)                           $_____________

2.       (a) Receivables subject to any Lien, other than
         a Permitted Lien                                               $_____________

         (b) Receivables which are more than 60 days
         past due or more than 90 days past invoice date
         (excluding the Wal-Mart Holdback Receivables
         and Receivables owing from Supervalu)                          $_____________

         (c) Receivables owing from Supervalu which
         are more than 60 days past due or 120 days past
         invoice date                                                   $_____________

         (d) Wal-Mart Holdback Receivables which have
          a due date more than 365 days past the date the
         applicable Borrowing Base is measured or which
         are more than 60 days past due                                 $_____________

<PAGE>




         (e) 100% of the book value of any Receivable not
         otherwise excluded by subsection (b), (c) or (d)
         above but owing from an account debtor for whom
         20% or more of Receivables owing from it are then
         excluded by such subsection (b), (c) or (d)                    $_____________

         (f) Receivables owing by an account debtor which
         is not solvent or is subject to any bankruptcy or
         insolvency proceeding of any kind                              $_____________

         (g) Receivables which are contingent or subject
         to offset, deduction, counterclaim, dispute or
         other defense to payment, in each case to
         the extent of such offset, deduction, counterclaim,
         dispute or other defense                                       $_____________

         (h) Receivables for which any direct or indirect
         Subsidiary or any Affiliate is the account debtor              $_____________

         (i) Receivables representing a sale to the government
         of the United States or any agency or instrumentality
         thereof unless the Federal Assignment of Claims
         Act has been complied with to the satisfaction of the
         Lender with respect to the granting of a security interest
         in such Receivable, with or other similar applicable law       $_____________

         (j)  any Receivable which is not subject to a perfected,
         first priority Lien in favor of the Lender to secure the
         Credit Party Obligations                                       $_____________

         (k)  Receivables evidenced by notes, chattel paper
         or other instruments (unless such notes, chattel
         paper or instruments have been delivered to and are
         in the possession of the Lender)                               $_____________

         (l)  Receivables owing by an account debtor located
         outside of the United States (unless payment for
         the goods shipped is secured by an irrevocable letter
         of credit in a form and from an institution acceptable
         to the Lender)                                                 $_____________

         (m) Receivables which fail to meet such other
         specifications and requirements as may from time
         to time be established by the Lender in its reasonable
         discretion                                                     $_____________

         (n)  Sum of lines 2(a) through 2(m)                            $_____________

<PAGE>

3.       Eligible Receivables
         (Line 1 less Line 2(n))                                        $_____________



                                 BORROWING BASE

4.       Borrowing Base

         (a)  85% of Eligible Receivables                               $_____________

         (b)  Until such time as the Borrower sells the Meridian
         Business ( in each case as set forth in the most recent
         Borrowing Base Certificate delivered to the Lender
         in accordance with the terms of Section 7.1(d) of the
         Credit Agreement)

                  (i) 20% of the Eligible Backlog prior to the
                  Availability Trigger Date or                          $_____________

                  (ii) 30% of the Eligible Backlog commencing
                  on and continuing after the Availability Trigger
                  Date                                                  $_____________

         (c)  Aggregate amount of reserves, if any                      $_____________

         (d)  Advance rates against Eligible Receivables and/or
         Eligible Backlog, as applicable                                $_____________

         (e)  Borrowing Base prior to the Availability
         Trigger Date [(a) + (b)(i) - (c) - (d)]                        $_____________

         (f) Borrowing Base on or after the Availability
         Trigger Date [(a) + (b)(ii) - (c) - (d)]                       $_____________

</TABLE>



<PAGE>



     With reference to this Borrowing  Base  certificate,  I hereby certify that
the above statements are true and correct.


     IN WITNESS WHEREOF,  I have hereunto set my hand and seal this _____ day of
______________, 20___.


                                    PRG-SCHULTZ USA, INC.,
                                    a Georgia corporation

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



<PAGE>



                                                                    Exhibit E
                                                                       to
                                                                Credit Agreement

                                     FORM OF
                                JOINDER AGREEMENT


     THIS JOINDER AGREEMENT (this "Agreement"), dated as of _____________, 20__,
is entered into between  _____________________,  a ___________________ (the "New
Subsidiary")  and BANK OF  AMERICA,  N.A.,  (the  "Lender")  under that  certain
Amended and Restated  Credit  Agreement,  dated as of November  ___,  2004 among
PRG-Schultz  USA,  Inc., a Georgia  corporation  (the  "Borrower"),  PRG-Schultz
International,  Inc., a Georgia  corporation (the "Parent") and the other Credit
Parties  party  thereto  (as the  same may be  amended,  modified,  extended  or
restated from time to time, the "Credit Agreement").  All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement.

     The Credit Parties are required by Section 7.12 of the Credit  Agreement to
cause the New Subsidiary to become a "Guarantor"  thereunder.  Accordingly,  the
New Subsidiary hereby agrees with the Lender as follows:

     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Joinder  Agreement,  the New Subsidiary will be deemed to be a
party to the Credit  Agreement and a "Guarantor"  for all purposes of the Credit
Agreement, and shall have all of the obligations of a Guarantor thereunder as if
it had executed the Credit Agreement.  The New Subsidiary hereby ratifies, as of
the date  hereof,  and agrees to be bound by, all of the terms,  provisions  and
conditions applicable to a Guarantor contained in the Credit Agreement.  Without
limiting the  generality  of the  foregoing  terms of this  paragraph 1, the New
Subsidiary  hereby  jointly and severally  together  with the other  Guarantors,
guarantees to the Lender, as provided in Section 4 of the Credit Agreement,  the
prompt payment and  performance  of the Guaranteed  Obligations in full when due
(whether at stated  maturity,  as a mandatory  prepayment,  by  acceleration  or
otherwise) strictly in accordance with the terms thereof.

     2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Joinder  Agreement,  the New Subsidiary will be deemed to be a
party  to the  Security  Agreement  and an  "Obligor"  for all  purposes  of the
Security Agreement,  and shall have all the obligations of an Obligor thereunder
as if it  had  executed  the  Security  Agreement.  The  New  Subsidiary  hereby
ratifies,  as of the date  hereof,  and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement.  Without limiting
the  generality of the foregoing  terms of this  paragraph 2, the New Subsidiary
hereby grants to the Lender, a continuing  security  interest in, and a right of
set off against,  any and all right, title and interest of the New Subsidiary in
and to  the  Collateral  (as  defined  in the  Security  Agreement)  of the  New
Subsidiary  to secure  the  prompt  payment  and  performance  in full when due,
whether by lapse of time,  acceleration,  mandatory prepayment or otherwise,  of
the Secured Obligations (as defined in the Security Agreement).


<PAGE>

     3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Joinder  Agreement,  the New Subsidiary will be deemed to be a
party to the Pledge  Agreement  and a "Pledgor"  for all  purposes of the Pledge
Agreement,  and shall have all the obligations of a Pledgor  thereunder as if it
had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the
date  hereof,  and  agrees  to be bound by,  all of the  terms,  provisions  and
conditions contained in the Pledge Agreement. Without limiting the generality of
the  foregoing  terms of this  paragraph 3, the New  Subsidiary  hereby  grants,
pledges and assigns to the Lender,  a  continuing  security  interest  in, and a
right of set off  against,  any and all  right,  title and  interest  of the New
Subsidiary in and to the Capital  Stock  identified on Schedule 7 hereto and all
other  Pledged  Collateral  (as  defined  in the  Pledge  Agreement)  of the New
Subsidiary  to secure  the  prompt  payment  and  performance  in full when due,
whether by lapse of time,  acceleration,  mandatory prepayment or otherwise,  of
the Secured Obligations (as defined in the Pledge Agreement).

     4. The New Subsidiary hereby represents and warrants to the Lender that:

          (a)  The  New  Subsidiary's  exact  legal  name  and  jurisdiction  of
     incorporation  or formation are as set forth on the signature pages hereto,
     and other than as set forth on Schedule 1 hereto,  the New  Subsidiary  has
     not changed its legal name,  jurisdiction  of  incorporation  or formation,
     been party to a merger,  consolidation or other change in structure or used
     any tradename in the five years preceding the date hereof.

          (b) The New Subsidiary's chief executive office and principal place of
     business is located at the  location  set forth on  Schedule 2 hereto,  and
     other than as set forth on Schedule 2, the New  Subsidiary  has not changed
     its chief  executive  office or  principal  place of  business  in the four
     months preceding the date hereof.

          (c) Schedule 3 hereto includes all Intellectual  Property owned by the
     New  Subsidiary in its own name, or to which the New Subsidiary is a party.
     None of the  Intellectual  Property  is the  subject  of any  licensing  or
     franchise agreement, except as set forth on Schedule 3 hereto.

          (d) Schedule 4 hereto  includes all Commercial Tort Claims (as defined
     in the Security Agreement) before any Governmental Authority by or in favor
     of the New Subsidiary.

          (e)  Schedule  5 hereto  lists  all real  property  (including  street
     address)  (a)  owned by the New  Subsidiary,  together  with its  estimated
     value,  and (b) leased by the New  Subsidiary,  together with the estimated
     value of the leasehold interest.

          (f)  Schedule  6 hereto  lists  all  locations  of  tangible  personal
     property  that is owned or  leased  by the New  Subsidiary,  including  all
     tangible  personal  property that is in the possession or under the control
     of any warehouseman,  bailee, agent or processor of the New Subsidiary (and
     identifying  such  property as such) and all  Inventory  (as defined in the
     Security  Agreement)  owned by the New Subsidiary  held by any Person other
     than an Obligor pursuant to consignment,  sale or return,  sale on approval
     or similar arrangement (and identifying such property as such).


<PAGE>

          (g) Schedule 7 hereto includes all Subsidiaries of the New Subsidiary,
     including the  jurisdiction of  incorporation  or formation,  the number of
     shares of  outstanding  Capital  Stock,  the  certificate  number(s) of the
     certificates  evidencing  such  Capital  Stock and the  percentage  of such
     Capital Stock owned by the New Subsidiary.

     5. The address of the New  Subsidiary for purposes of all notices and other
communications  is the  address  designated  for all Credit  Parties on Schedule
11.02 to the Credit  Agreement or such other address as the New  Subsidiary  may
from time to time notify the Lender in writing.

     6.  The New  Subsidiary  hereby  waives  acceptance  by the  Lender  of the
guaranty by the New Subsidiary  under Section 4 of the Credit Agreement upon the
execution of this Joinder Agreement by the New Subsidiary.

     7. This Joinder Agreement may be executed in multiple counterparts, each of
which shall  constitute an original but all of which when taken  together  shall
constitute one contract.

     8.  THIS  JOINDER   AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

     IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to
be duly executed by its authorized  officer,  and the Lender has caused the same
to be accepted  by its  authorized  officer,  as of the day and year first above
written.

                                    [NEW SUBSIDIARY]

                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:

Acknowledged and accepted:

BANK OF AMERICA, N.A.,
as Lender

By:
   -----------------------------------------
Name:
Title: