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                                                                    Exhibit 10.1


                                  June 18, 2003

Mr. Donald E. Ellis, Jr.
607 Haddington Lane
Peachtree City, Georgia  30269

          Re:      Employment Offer

Dear Gene:

I am pleased to memorialize the terms of your continued full time employment
with PRG-Schultz USA, Inc. ("PRG") as Executive Vice President-Finance, Chief
Financial Officer and Treasurer of PRG-Schultz USA, Inc. and of PRG-Schultz
International, Inc. ("PRGX"). You will continue to report to the Chief Executive
Officer of PRGX. You will continue to be responsible for all Finance Department
functions of PRG and PRGX, including financial planning, worldwide taxation
planning and compliance, budgeting, accounting and treasury functions and will
continue to serve as key spokesperson and contact for shareholders, investors
and banking agencies for PRGX.

The following confirms the terms of your continued employment with PRG:

1.    Existing Letter Agreement. Except as specifically set forth below, the
      terms set forth in that certain letter agreement from me to you dated
      January 15, 2001 (the "Existing Agreement") shall remain in full force and
      effect.

2.    Base Salary. Section 1 of the Existing Agreement is modified such that
      effective February 24, 2003 you will thereafter be paid base salary at the
      rate of $325,000.00 per annum, paid $12,500.00 every two weeks and
      pro-rated for partial years.

3.    Performance Bonus. Section 2 of the Existing Agreement is modified such
      that beginning with calendar year 2003 goals annual payout potentials
      shall be increased from a maximum of 70% of your base salary to a maximum
      of 80% of your base salary for achievement of your performance goals.
      Additionally, beginning with calendar year 2003 goals, your payout
      potential for achievement of your "target" goals will be increased to 40%
      of your base salary. In addition, for calendar year 2003 only, if PRGX
      does not achieve the revised "target" goals, but does achieve the goals
      described in the minutes of the meeting of the Board of Directors of PRGX
      held on February 25, 2003, you will be entitled to a special bonus of up
      to 20% of your base salary as described in such minutes unless such goals
      are changed hereafter by the Board. The remaining terms set forth in
      Section 2 of the Existing Agreement shall remain in effect.
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Mr. Donald E. Ellis, Jr.
June 18, 2003
Page 2

4.    Options. The Board of Directors of PRGX has granted to you options to
      purchase an additional 40,000 shares of Common Stock in PRG-Schultz
      International, Inc. vesting ratably and annually over 4 years. This grant
      is made pursuant to the terms of an option agreement, the form of which
      will be delivered to you under separate cover.

5.    Good Reason. The definition of "Good Reason" appearing in the second
      sentence of Section 8(d) of the Existing Agreement is hereby deleted and
      replaced with the following new sentence: For purposes of this Agreement,
      "Good Reason" means any one of the following events: (i) the assignment to
      you of duties or positions or titles inconsistent with or lower than any
      of the duties, positions or titles provided in this Agreement; (ii) the
      principal place where you are required to perform a substantial portion of
      your employment duties hereunder is outside of the metropolitan Atlanta,
      Georgia area; (iii) the reduction of your Base Salary, potential Bonus or
      annual automobile allowance below amounts set forth herein; provided
      however you shall have no right to terminate pursuant to this clause (iii)
      of Section 8(d) if PRGX's Board of Directors or the Compensation Committee
      of the Board of PRGX (the "Committee") has duly authorized and directed a
      general compensation decrease for all executive employees of PRG and PRGX
      and the reduction of the sum of your Base Salary, potential Bonus and
      automobile allowance hereunder is reduced on a prorata basis in respect of
      all other such executives; (iv) a "Change in Control" (as defined below)
      shall have occurred; or (v) PRGX reassigns your reporting duties such that
      you are no longer reporting directly to the Chief Executive Officer of
      PRGX.

6.    Change in Control. The last sentence of Section 8(d) of the Existing
      Agreement is hereby deleted in its entirety and replaced with the
      following new sentence:

            For purposes of this Agreement, a "Change in Control" shall have
occurred if:

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

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

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

                                       or

            (B)   a majority of the outstanding voting power of PRGX shall have
                  been acquired or beneficially owned by any person (other than
                  PRGX or a subsidiary of PRGX) or any two or more persons
                  acting as a partnership, limited partnership, syndicate or
                  other group, entity or association acting in


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Mr. Donald E. Ellis, Jr.
June 18, 2003
Page 3

                  concert for the purpose of acquiring, holding or disposing of
                  voting stock of PRGX; or

            (C)   there shall have occurred:

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

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

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

                  (zz)  the liquidation or dissolution of PRGX.

7.    Severance; Retirement.

      (a)   The clause "prior to October 26, 2003" is hereby deleted from the
            first sentence of Section 9(b) of the Existing Agreement.

      (b)   The clause "is terminated on or after October 26, 2003 by PRG
            without cause or by you for Good Reason or" is hereby deleted from
            the first sentence of Section 9(c) of the Existing Agreement.

      (c)   The following new sentence is added after the current last sentence
            of Section 9(c) of the Existing Agreement: "For purposes hereof,
            "Retirement" means you terminate this agreement by giving PRG thirty
            days' written notice in the manner specified in Section


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Mr. Donald E. Ellis, Jr.
June 18, 2003
Page 4

            11, effective on or after the date on which you turn 65; provided
            that at the time of such notice to PRG, there is no basis for
            termination by PRG of your employment for cause and the facts and
            circumstances constituting cause have not been known by the Chief
            Executive Officer of PRGX for thirty (30) days or more. "

8.    Notices. Section 11 of the Existing Agreement is amended to change the
      address to which all notices to PRGX and/or PRG should be sent to the
      following:

         "If to PRG:                PRG-Schultz International, Inc.
                                    600 Galleria Parkway
                                    Suite 100
                                    Atlanta, Georgia 30339
                                    Attention: Chief Executive Officer"

9.    Indemnification Agreement. The parties hereto acknowledge and agree that
      the Indemnification Agreement (as defined in Section 17 of the Existing
      Agreement) is and remains in full force and effect.


Please confirm your acceptance of these terms by signing and returning this
letter to me at your earliest convenience.

                                         Best wishes,


                                         /s/ John M. Cook
                                         John M. Cook,
                                         Chairman and Chief Executive Officer

Accepted and agreed:

/s/ Donald E. Ellis, Jr.
Donald E. Ellis, Jr.

Date: June 18, 2003



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