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                                                                    EXHIBIT 10.6


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

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

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

         IT IS HEREBY AGREED AS FOLLOWS:

         1.       Pursuant to and in accordance with the provisions of P. 7.4 of
the Stipulation, in the unique circumstances of this case, it is agreed that
Defendants, unless unanimously agreed to in writing by all Defendants and their
Insurer, shall withdraw from the settlement set forth in the Stipulation and the
Stipulation will be rendered null and void as to the Settling Parties if the
number of shares of Profit Recovery common stock purchased by class members
during the Class Period who would otherwise be entitled to participate as a
member of the Class, but who validly and timely requests exclusion, is, in the
aggregate, greater than or equal to 3.25% of the total shares of Profit Recovery
common stock purchased or otherwise acquired during the Class Period.

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

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

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

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


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

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

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


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



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


                                        Promenade II, Suite 2300
                                        1230 Peachtree Street, N.E.
                                        Atlanta, GA  30309
                                        Telephone:  (404) 873-3900
                                        Fax:  (404) 876-4476
                                        WOLF HALDENSTEIN ADLER
                                        FREEMAN & HERZ LLP
                                        Daniel W. Krasner
                                        Mark C. Rifkin
                                        Robert Abrams
                                        Matthew Guiney



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


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


                                        MILBERG WEISS BERSHAD & SCHULMAN LLP
                                        David Brower



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


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


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


                                        Plaintiffs' Co-Lead Counsel


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



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


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


                                        Counsel for Defendants


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