EXHIBIT 4.4

                  4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2006

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 26, 2001

                                  by and among

         THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., as the Company,



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                                       and

                            OTHER INITIAL PURCHASERS

                              as Initial Purchasers

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                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (the  "Agreement") is made and entered
into  as  of  November  26,  2001  by  and  among  The  Profit   Recovery  Group
International,  Inc.,  a Georgia  corporation  (the  "Company")  and the Initial
Purchasers (as hereinafter defined).

     This Agreement is made pursuant to the Purchase  Agreement,  dated November
20, 2001, among the Company,  as issuer of the 4 3/4%  Convertible  Subordinated
Notes  due  2006  (the  "Notes"),  and the  Initial  Purchasers  (the  "Purchase
Agreement").  In  order to  induce  the  Initial  Purchasers  to enter  into the
Purchase  Agreement,  the Company has agreed to provide the registration  rights
set forth in this  Agreement  to the  Initial  Purchasers  and their  respective
direct and indirect transferees. The execution and delivery of this Agreement is
a condition  to the closing of the  transactions  contemplated  by the  Purchase
Agreement and each Holder (as defined below) by  participating in a Registration
Statement agrees to be bound by this Agreement.

     The parties hereby agree as follows:

     Section 1.  Definitions.  As used in this  Agreement,  the following  terms
shall have the following meanings:

     Act: As defined in the final paragraph of this Section 1.

     Affiliate: An affiliate of any specified person shall mean any other person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with such specified person.  For the 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
"affiliated,"  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     Agreement:  This Registration Rights Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with the terms hereof.

     Business Day: Each Monday, Tuesday, Wednesday,  Thursday and Friday that is
not a day on which banking  institutions in New York, New York are authorized or
obligated by law or executive order to close.

     Closing Date: November 26, 2001.

     Common  Stock:  Common  stock,  no par value,  of the Company and any other
shares of common  stock as may  constitute  "Common  Stock" for  purposes of the
Indenture as issuable or issued upon conversion of the Notes.

     Company:  The  Profit  Recovery  Group   International,   Inc.,  a  Georgia
corporation, and any successor corporation thereto.




<PAGE>

     Controlling Person: As defined in Section 6(a) hereof.

     Damages  Payment  Date:  Each  of the  semiannual  interest  payment  dates
provided in the Notes.

     Deferral Notice: As defined in Section 4(c) hereof.

     Effectiveness Period: As defined in Section 2(a) hereof.

     Effectiveness Target Date: The 150th day following the Closing Date.

     Exchange  Act: The  Securities  Exchange Act of 1934,  as amended,  and the
rules and regulations promulgated by the SEC thereunder.

     Filing Date: The 60th day after the Closing Date.

     Holder: Each owner of any Registrable Securities.

     Indemnified Person: As defined in Section 6(a) hereof.

     Indenture: The Indenture,  dated as of the date hereof, between the Company
and the Trustee,  pursuant to which the Notes are to be issued,  as the same may
be amended,  modified or  supplemented  from time to time in accordance with the
terms thereof.

     Initial Purchasers:  Merrill Lynch, Pierce, Fenner & Smith Incorporated and
each other initial purchaser as set forth in the Purchase Agreement.

     Liquidated Damages: As defined in Section 3(a) hereof.

     Notice and Questionnaire:  The Notice and Questionnaire  attached hereto as
Annex A.

     Notes: As defined in the second paragraph hereof.

     Notice  Holder:  On any date,  any Holder  that has  delivered a Notice and
Questionnaire to the Company on or prior to such date.

     Proceeding:  An  action,  claim,  suit or  proceeding  (including,  without
limitation,  an  investigation  or partial  proceeding,  such as a  deposition),
whether commenced or threatened.

     Prospectus:   The  prospectus   included  in  any  Registration   Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously  omitted  from a  prospectus  filed in reliance  upon Rule 430A),  as
amended or supplemented by any prospectus supplement, with respect to the resale
of any of the Registrable Securities covered by such Registration Statement, and
all  other  amendments  and  supplements  to  any  such  prospectus,   including
post-effective amendments, and all materials incorporated by reference or deemed
to be incorporated by reference, if any, in such prospectus.



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     Purchase Agreement: As defined in the second paragraph hereof.

     Record Holder: (i) with respect to any Damages Payment Date relating to any
shares of Common Stock as to which any such Liquidated Damages have accrued, the
registered  Holder of such shares 15 days prior to the next  succeeding  Damages
Payment Date; and (ii) with respect to any Damages  Payment Date relating to any
Notes as to which any such Liquidated Damages has accrued, the registered Holder
of such Notes 15 days prior to the next succeeding Damages Payment Date.

     Registrable  Securities:  The Notes,  the shares of Common Stock into which
such Notes are converted or  convertible  (including  any shares of Common Stock
issued or  issuable  thereon  upon any stock  split,  stock  combination,  stock
dividend  or the  like),  upon  original  issuance  thereof  and  at  all  times
subsequent thereto, and associated related rights, if any, until the earliest of
(i) the date on which the resale thereof has been  effectively  registered under
the Securities Act and disposed of in accordance with the Registration Statement
relating  thereto,  (ii) the date on which such security has been distributed to
the public pursuant to Rule 144 or is saleable pursuant to paragraph (k) of Rule
144 or (iii) the date on which it ceases to be outstanding.

     Registration Default: As defined in Section 3(a) hereof.

     Registration  Statement:  Any  registration  statement of the Company filed
with the SEC pursuant to the Securities Act that covers the resale of any of the
Registrable  Securities pursuant to the provisions of this Agreement,  including
the  Prospectus,  amendments and supplements to such  registration  statement or
Prospectus,  including pre- and post-effective amendments, all exhibits thereto,
and all  material  incorporated  by reference  or deemed to be  incorporated  by
reference, if any, in such registration statement.

     Requisite Information: As defined in Section 2(c) hereof.

     Rule 144: Rule 144  promulgated by the SEC pursuant to the Securities  Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.

     Rule 144A: Rule 144A promulgated by the SEC pursuant to the Securities Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.

     Rule 158: Rule 158  promulgated by the SEC pursuant to the Securities  Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.

     Rule 415: Rule 415  promulgated by the SEC pursuant to the Securities  Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.

     Rule 424: Rule 424  promulgated by the SEC pursuant to the Securities  Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.



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     Rule 430A: Rule 430A promulgated by the SEC pursuant to the Securities Act,
as such  Rule  may be  amended  from  time to  time,  or any  successor  rule or
regulation.

     SEC: The Securities and Exchange Commission.

     Securities  Act: The Securities Act of 1933, as amended,  and the rules and
regulations promulgated by the SEC thereunder.

     Shelf Registration Statement: As defined in Section 2(a) hereof.

     TIA:  The  Trust  Indenture  Act of 1939,  as  amended,  and the  rules and
regulations promulgated by the SEC thereunder.

     Transfer Agent:  The registrar and transfer agent for the Company's  Common
Stock.

     Trustee: The trustee under the Indenture.

     References  herein  to the term  "Holders  of a  majority  in  interest  of
Registrable Securities" or words to a similar effect shall mean, with respect to
any request,  notice, demand, objection or other action by the Holders hereunder
or pursuant hereto (each, an "Act"), registered Holders of a number of shares of
then  outstanding  Common  Stock  constituting  Registrable  Securities  and  an
aggregate amount of then outstanding Notes constituting  Registrable Securities,
such that the sum of such shares of Common  Stock and the shares of Common Stock
issuable upon  conversion of such Notes  constitutes in excess of 50% of the sum
of all of the then outstanding shares of Common Stock  constituting  Registrable
Securities and the number of shares of Common Stock issuable upon  conversion of
then outstanding Notes constituting Registrable Securities.  For purposes of the
preceding sentence, Registrable Securities owned, directly or indirectly, by the
Company or its Affiliates shall be deemed not to be outstanding.

     Section 2. Shelf Registration Statement.

     (a) The  Company,  at its  expense,  agrees to file with the SEC as soon as
reasonably  practicable  after the Closing Date,  but in no event later than the
Filing Date, a Registration Statement for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 covering all of the Registrable Securities
or separate  Registration  Statements for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes
constituting  Registrable  Securities,   respectively  (each  such  Registration
Statement filed by the Company pursuant to this Agreement a "Shelf  Registration
Statement").  Each Shelf  Registration  Statement shall be on Form S-3 under the
Securities Act or another  appropriate  form selected by the Company  permitting
registration  of such  Registrable  Securities  for resale by the Holders in the
manner or manners reasonably  designated by Holders of a majority in interest of
Registrable  Securities  being sold. The Company shall not permit any securities
other than the Registrable  Securities to be included in any Shelf  Registration
Statement.  The  Company  shall use all  reasonable  efforts to cause each Shelf
Registration  Statement to be declared  effective pursuant to the Securities Act
as soon as reasonably practicable following the filing thereof, but in any event


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not later than the Effectiveness Target Date after the Closing Date, and to keep
each Shelf Registration  Statement  continuously  effective under the Securities
Act until the  earlier of (i) the date that is two years after the date on which
all of the Notes are sold by the Company  (including  those sold pursuant to the
option  granted to the Initial  Purchasers  in the  Purchase  Agreement)  to the
Initial Purchasers (the "Effectiveness  Period"), (ii) the date when the Holders
of  Registrable  Securities  are able to sell all  such  securities  immediately
without  restriction  pursuant to the volume  limitation  provisions of Rule 144
under the Securities  Act or any successor  rule thereto or otherwise,  or (iii)
the  sale  pursuant  to any  Shelf  Registration  of all  securities  registered
thereunder.

     (b)  Supplements  and  Amendments.  The  Company  shall use all  reasonable
efforts to keep each Shelf  Registration  Statement  continuously  effective  by
supplementing and amending the Shelf  Registration  Statement if required by the
rules,  regulations or instructions applicable to the registration form used for
such Shelf  Registration  Statement,  if  required by the  Securities  Act or if
reasonably requested by the Holders of a majority in interest of the Registrable
Securities or by any underwriter of such Registrable Securities.

     (c)  Selling  Securityholder  Information.  Each  Holder  wishing  to  sell
Registrable  Securities  pursuant to a Shelf Registration  Statement and related
Prospectus  agrees to  deliver a Notice and  Questionnaire  that  confirms  such
Holder's  agreement to be bound by the terms of this Agreement and includes such
information  regarding it and the distribution of its Registrable  Securities as
is required by law to be disclosed by the Holder in the applicable  Registration
Statement  (the  "Requisite  Information")  to the Company prior to any intended
distribution of Registrable  Securities under the Shelf Registration  Statement.
The Company shall not be required to include in any Shelf Registration Statement
and related  Prospectus the  Registrable  Securities of any Holder that does not
provide the Company  with a Notice and  Questionnaire  in  accordance  with this
Section  2(c).  The Company  shall file,  within  five  Business  Days after the
receipt  of a Notice  and  Questionnaire  from any  Holder  which  includes  the
Requisite  Information  with  respect to such Holder,  a  Prospectus  supplement
pursuant  to  Rule  424 or  otherwise  amend  or  supplement  such  Registration
Statement to include in the  Prospectus  the  Requisite  Information  as to such
Holder (and the  Registrable  Securities  held by such Holder),  and the Company
shall provide such Holder within five Business Days after receipt of such Notice
and  Questionnaire  with a copy of such Prospectus as so amended or supplemented
containing  the Requisite  Information  in order to permit such Holder to comply
with the  Prospectus  delivery  requirements  of the  Securities Act in a timely
manner with respect to any proposed  disposition  of such  Holder's  Registrable
Securities and to file the same with the SEC. Each Holder shall promptly  notify
the Company of any material  changes to the Requisite  Information  contained in
the Notice and  Questionnaire  provided  to the Company by such  Holder.  If the
Company shall fail to file the appropriate  supplement or amendment  within five
Business  Days of  receipt  of such  notice,  the  Company  shall pay the Holder
Liquidated  Damages in the manner  set forth in Section 3.  Furthermore,  if the
filing requires a  post-effective  amendment to the  Registration  Statement and
such amendment is not declared  effective  within 45 Business Days of the filing
of the  post-effective  amendment,  the Company shall pay the Holder  Liquidated
Damages in the manner set forth in Section 3. If any such Registration Statement


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<PAGE>

refers to any Holder by name or otherwise as the holder of any securities of the
Company,  then such Holder  shall have the right to  require,  in the event that
such  reference  to such  Holder by name or  otherwise  is not  required  by the
Securities Act or any similar Federal statute then in force, the deletion of the
reference to such Holder in such  Registration  Statement at any time subsequent
to the time that such reference ceases to be required.

     (d) Material Events;  Suspension of Sales.  Notwithstanding  the provisions
contained in this Section 2, in the event that, in the judgment of the Company's
Board of  Directors,  it is  advisable to suspend use of the  Prospectus  due to
pending corporate  developments,  public filings with the SEC or similar events,
the Company shall  promptly  deliver a written  certificate  to each  registered
Holder, the Trustee, the Transfer Agent and the managing  underwriters,  if any,
to the  effect  that the use of the  Prospectus  is to be  suspended  until  the
Company shall  deliver a written  notice that the use of the  Prospectus  may be
resumed.  Thereafter,  the use of the  Prospectus  shall be  suspended,  and the
Company  shall not be  required to maintain  the  effectiveness  of, or amend or
update the Shelf Registration  Statement, or amend or supplement the Prospectus;
provided,  however,  that the Company shall only be permitted to suspend the use
of the Prospectus for a period not to exceed 45 days in any  three-month  period
or, an  aggregate of 90 days in any  12-month  period.  The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as soon as,
in the judgment of the Company's Board of Directors,  disclosure of the material
relating to such pending development,  filing or event would not have a material
adverse effect on the Company.

     (e) Additional  Agreements of Holders. Each Holder agrees not to dispose of
Registrable  Securities  pursuant to the Shelf  Registration  Statement  without
complying  with  the  prospectus  delivery  requirements  under  the Act and the
provisions of paragraph (d) above regarding use of the  Prospectus.  Each Holder
further  agrees  that it will  comply  fully with  applicable  federal and state
securities  laws  in  connection  with  the   distribution  of  any  Registrable
Securities  pursuant to the Shelf  Registration  Statement.  Each Holder further
acknowledges  having  been  advised  by  the  Company  that  applicable  federal
securities  laws  prohibit  Holders from trading in securities of the Company at
any time  while in  possession  of  material  non-public  information  about the
Company.

     Section 3. Liquidated Damages.

     (a) The  Company  and the Initial  Purchasers  agree that the Holders  will
suffer  damages if the  Company  fails to fulfill  its  obligations  pursuant to
Section 2 hereof and that it would not be  possible to  ascertain  the extent of
such damages  with  precision.  Accordingly,  the Company  hereby  agrees to pay
liquidated damages ("Liquidated Damages") to each Holder under the circumstances
and to the extent set forth below:

          (i) if the Shelf  Registration  Statement  has not been filed with the
     SEC on or prior to the Filing Date; or

          (ii) if such Shelf Registration Statement is not declared effective by
     the SEC on or prior to the applicable Effectiveness Target Date; or



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          (iii) any Shelf Registration Statement ceases to be effective or fails
     to be usable at any time during the  Effectiveness  Period  (without  being
     succeeded  within  five  Business  Days by a  post-effective  amendment  or
     supplement to such Registration  Statement that cures such failure and that
     is itself, in the case of post-effective  amendment,  immediately  declared
     effective); or

          (iv) the Prospectus has been suspended as described in clause (iii) of
     this Section 3(a) longer than the period  permitted by such paragraph (each
     of the foregoing, a "Registration Default").

     In the event of a Registration  Default,  commencing on (and including) the
date immediately  succeeding the date of any Registration  Default and ending on
(but  excluding)  the  next  date on  which  no  Registration  Default  shall be
continuing,  the  Company  agrees to pay,  as  liquidated  damages  and not as a
penalty,  an amount,  payable on the Damages  Payment Dates to Record Holders of
then  outstanding  Notes that are Registrable  Securities or of then outstanding
shares of  Underlying  Common  Stock  issued upon  conversion  of Notes that are
Registrable Securities, if any, as the case may be, at a rate per annum equal to
one-quarter  of one percent  (0.25%) for the first 90-day  period from the Event
Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%)
of the aggregate Applicable Principal Amount of such Notes, to Record Holders of
the then  outstanding  Notes that are Registrable  Securities,  or the aggregate
principal  amount  of  the  Notes  converted  to  Record  Holders  of  the  then
outstanding shares of Common Stock that are Registrable Securities,  as the case
may be. Following the cure of a Registration  Default,  Liquidated  Damages will
cease to accrue with respect to such  Registration  Default  (without in any way
limiting  the  effect  of any  subsequent  Registration  Default).  All  accrued
Liquidated  Damages  shall  be paid to the  holders  of (i)  Notes  constituting
Registrable  Securities,  pursuant to the terms of the Indenture with respect to
the  payment of  interest;  and (ii)  shares of Common  Stock,  in the manner as
interest  payments on the Notes on semiannual  payment dates that  correspond to
interest  payment dates for the Notes.  The parties hereto agree and acknowledge
that the  payment  of  Liquidated  Damages  to  holders  of Common  Stock upon a
Registration  Default pursuant to this Agreement shall not be a dividend on such
shares of Common Stock.

     (b) The Company shall notify the Transfer Agent or the Trustee, as the case
may  be,  within  one  Business  Day  after  each  and  every  date  on  which a
Registration Default occurs.  Liquidated Damages shall be paid by the Company to
the Record Holders of Common Stock on each Damages Payment Date by wire transfer
of immediately  available funds to the accounts  specified by them or by mailing
checks to their  registered  addresses  as they  appear in the  register  of the
Company for the Common Stock,  if no such  accounts  have been  specified in the
Notice and  Questionnaire  on or before the Damages Payment Date; and Liquidated


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Damages shall be paid by the Company to the Record  Holders of the Notes on each
semiannual  interest payment date together with interest to be paid on the Notes
pursuant  to the  terms  of the  Indenture,  by  wire  transfer  of  immediately
available funds to the accounts  specified by them or by mailing checks to their
registered  addresses  as they appear in the Notes  Register  (as defined in the
Indenture)  if  no  such  accounts  have  been   specified  in  the  Notice  and
Questionnaire on or before the Damages Payment Date; provided, however, that any
Liquidated  Damages  accrued with respect to any Notes or portion thereof called
for  redemption  on a redemption  date,  repurchased  on a repurchase  date,  or
converted into shares of Common Stock on a conversion  date prior to the Damages
Payment  Date  shall,  in any such  event,  be paid  instead  to the  Holder who
submitted such Notes or portion thereof for redemption, repurchase or conversion
on the applicable  redemption  date,  repurchase date or conversion date, as the
case may be, on such date.

     Section  4.  Registration  Procedures.  In  connection  with the  Company's
registration  obligations hereunder, the Company shall effect such registrations
on the  appropriate  form  selected  by the  Company  to  permit  the  resale of
Registrable  Securities  in  accordance  with the intended  method or methods of
disposition  thereof, and pursuant thereto the Company shall as expeditiously as
reasonably possible:

     (a) No fewer  than five  Business  Days  prior to the  initial  filing of a
Registration  Statement or Prospectus  and no fewer than two Business Days prior
to  the  filing  of any  amendment  or  supplement  thereto  (excluding,  unless
requested,  any document that would be incorporated or deemed to be incorporated
therein by reference and then only to the Holder who so  requested),  furnish to
the Holders and the managing underwriters,  if any, copies of all such documents
proposed to be filed (excluding,  unless requested, those incorporated or deemed
to be  incorporated  by reference  and then only to the Holder who so requested)
and cause the officers and directors of the Company,  counsel to the Company and
independent  certified  public  accountants  to the  Company  to respond to such
inquiries as shall be necessary in connection with such registration  statement,
in the  opinion  of  counsel  to such  underwriters,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file any such Registration  Statement or related Prospectus or any amendments or
supplements thereto (excluding any document that would be incorporated or deemed
incorporated by reference) to which the Holders of a majority in interest of the
Registrable  Securities or the managing  underwriters,  if any, shall reasonably
object in writing (by hand-delivery,  courier guaranteeing overnight delivery or
telecopy) within five Business Days after the receipt of such documents;

     (b) Prepare and file with the SEC such amendments, including post-effective
amendments,  to each  Registration  Statement  as may be  necessary to keep such
Registration Statement continuously effective for the applicable time period set
forth in Section 2(a) hereof; cause the related Prospectus to be supplemented by
any required Prospectus supplement,  and as so supplemented to be filed pursuant
to Rule 424 (or any similar  provisions then in force) under the Securities Act;
and  comply  with the  provisions  of the  Securities  Act with  respect  to the
disposition  of all  securities  covered  by  such  Registration  Statement  and
Prospectus  during such period in accordance with the intended method or methods
of  disposition  by the Holder set forth in such  Registration  Statement  as so
amended or in such Prospectus as so supplemented (including, without limitation,
the filing of any Prospectus  supplement pursuant to Rule 424 in order to add or
change any selling security holder  information  (including any such supplements
or  amendments  pursuant to Section 2(c) hereof,  provided  such Holder to which
such change  applies  complies with the Requisite  Information  requirements  of
Section 2(c) hereof));



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<PAGE>

     (c) Notify the Holders and the managing underwriters, if any, promptly (and
in the case of an event specified by clause (i)(A) of this paragraph in no event
fewer than two Business  Days prior to such  filing)  and, (if  requested by any
such  person)  confirm such notice in writing,  (i)(A) when a Prospectus  or any
Prospectus supplement or post-effective  amendment is proposed to be filed, and,
(B) with respect to a Registration  Statement or any  post-effective  amendment,
when the same has become effective;  (ii) of any request of the SEC or any other
Federal or state  governmental  authority for  amendments or supplements to such
Registration  Statement  or related  Prospectus  or for  additional  information
related  thereto;  (iii)  of the  issuance  by the  SEC,  any  state  securities
commission,  any other governmental agency or any court of any stop order, order
or  injunction  suspending  or  enjoining  the use or the  effectiveness  of the
Registration  Statement or the initiation or threatening of any  proceedings for
that  purpose  (a  "Deferral   Notice");   (iv)  if  at  any  time  any  of  the
representations  and  warranties  of the  Company  contained  in  any  agreement
(including any underwriting  agreement)  contemplated by Section 4(m) hereof are
not true and correct in all material respects; (v) of the receipt by the Company
of any  notification  with respect to the  suspension  of the  qualification  or
exemption from  qualification  of any of the Registrable  Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any proceeding for such
purpose;  (vi) of the  existence of any fact or the  happening of any event that
makes any statement made in such  Registration  Statement or related  Prospectus
untrue in any material  respect,  or that  requires the making of any changes in
such  Registration   Statement  or  Prospectus  so  that  in  the  case  of  the
Registration  Statement,  it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading and that, in the case of
the  Prospectus,  such  Prospectus  will not contain any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which  they were  made,  not  misleading  and (vi) of the  determination  by the
Company that a  post-effective  amendment to a  Registration  Statement  will be
filed with the SEC,  which notice may, at the  discretion  of the Company (or as
required pursuant to Section 3(i)), state that it constitutes a Deferral Notice,
in which event the provisions of Section 3(i) shall apply;

     (d) Use all  reasonable  efforts to avoid the  issuance  of, or, if issued,
obtain the withdrawal of any stop order or order enjoining or suspending the use
or effectiveness of a Registration Statement or the lifting of any suspension of
the  qualification  (or exemption from  qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment;

     (e) If requested by the Initial  Purchasers  or managing  underwriters,  if
any, or the Holders of a majority  in  interest  of the  Registrable  Securities
being  sold  in  connection  with  such  offering,  (i)  promptly  include  in a
Prospectus  supplement  or  post-effective  amendment  such  information  as the
Initial  Purchasers  or managing  underwriters,  if any, or such  Holders  agree
should, in their reasonable  judgment,  be included  therein;  and (ii) make all
required filings of such Prospectus supplement or such post-effective  amendment
as soon as reasonably practicable after the Company has received notification of
the matters to be  included  in such  Prospectus  supplement  or  post-effective
amendment; provided, however, that the Company shall not be required to take any

                                       9
<PAGE>

action  pursuant to this Section 4(e) that are not in the opinion of counsel for
the Company, in compliance with applicable law;

     (f) Furnish to each Holder who so requests, each Initial Purchaser and each
managing  underwriter,  if any,  without charge,  at least one conformed copy of
each  Registration  Statement and each amendment  thereto,  including  financial
statements (but excluding schedules,  all documents incorporated or deemed to be
incorporated therein by reference and all exhibits,  unless requested in writing
by such Holder or any Initial Purchaser or any managing underwriter);

     (g) Deliver to each Holder and the underwriters, if any, without charge, as
many  copies  of  the  Prospectus  or  Prospectuses   (including  each  form  of
Prospectus)  and each  amendment  or  supplement  thereto  as such  persons  may
reasonably  request;  and,  unless the Company  shall have given  notice to such
Holder  pursuant to Section 2(d), the Company hereby consents to the use of such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders of Registrable  Securities and the  underwriters,  if any, in connection
with  the  offering  and  sale of the  Registrable  Securities  covered  by such
Prospectus and any amendment or supplement thereto;

     (h)  Prior  to any  public  offering  of  Registrable  Securities,  use all
reasonable  efforts to  register or qualify,  or  cooperate  with the Holders of
Registrable Securities to be sold or tendered for, the underwriters, if any, and
their  respective  counsel in connection with the  registration or qualification
(or exemption from such  registration  or  qualification)  of, such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United States as any Holder or underwriter  reasonably
requests in writing,  keep each such registration or qualification (or exemption
therefrom)  effective during the period such Registration  Statement is required
to be kept effective and do any and all other acts or things  necessary  legally
to enable the disposition in such  jurisdictions  of the Registrable  Securities
covered by the applicable  Registration Statement;  provided,  however, that the
Company  shall not be  required  to  qualify  generally  to do  business  in any
jurisdiction  where it is not then so  qualified,  take any  action  that  would
subject it to general  service of process in any such  jurisdiction  where it is
not then so subject or subject the  Company to any tax in any such  jurisdiction
where it is not then so subject;

     (i) In connection with any sale or transfer of Registrable  Securities that
will result in such securities no longer being Registrable Securities, cooperate
with the Holders and the managing  underwriters,  if any, to (i)  facilitate the
timely  preparation  and  delivery  of  certificates   representing  Registrable
Securities  to be sold,  which  certificates  shall  not  bear  any  restrictive
legends,  shall (in the case of Notes) bear a CUSIP  number  different  from the
CUSIP number for the Registrable  Securities and shall be in a form eligible for
deposit with The  Depository  Trust  Company;  and (ii) enable such  Registrable
Securities  to be in such  denominations  and  registered  in such  names as the
managing  underwriters,  if any, or Holders may reasonably  request at least two
Business Days prior to any sale of Registrable Securities;

     (j)  Cause  the  offering  of the  Registrable  Securities  covered  by the
Registration  Statement  to  be  registered  with  or  approved  by  such  other


                                       10
<PAGE>

governmental  agencies or authorities within the United States, except as may be
required as a consequence  of the nature of a Holder's  business,  in which case
the Company will  cooperate  in all  reasonable  respects  and at such  Holder's
expense with the filing of such Registration  Statement and the granting of such
approvals as may be reasonably necessary to enable the seller or sellers thereof
or the  underwriters,  if any, to consummate the disposition of such Registrable
Securities;  provided,  however,  that the  Company  shall  not be  required  to
register the Registrable  Securities in any jurisdiction  that would require the
Company to qualify to do  business in any  jurisdiction  where it is not then so
qualified,  subject  it to general  service of process in any such  jurisdiction
where it is not then so subject or  subject  the  Company to any tax in any such
jurisdiction where it is not then so subject;

     (k) Upon the  occurrence  of any event  contemplated  by  Section  4(c)(vi)
hereof,  as promptly as  reasonably  practicable  (subject to any  suspension of
sales  pursuant to Section  2(d)  hereof),  prepare a supplement  or  amendment,
including,  if appropriate,  a post-effective  amendment,  to each  Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated  therein by reference,  and file any other required
document so that, as thereafter  delivered,  such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading;

     (l)  Prior  to the  effective  date  of the  first  Registration  Statement
relating  to the  Registrable  Securities,  to  provide a CUSIP  number  for the
Registrable Securities to be sold pursuant to the Registration Statement;

     (m) Enter into such agreements  (including any  underwriting  agreements in
form,  scope and substance as are customary in underwritten  offerings) and take
all such other  actions in  connection  therewith  (including  those  reasonably
requested by the managing underwriters,  if any, or the Holders of a majority in
interest  of the  Registrable  Securities  being  sold) in order to  expedite or
facilitate the sale of such Registrable Securities;  provided, however, that the
Company is not  required to  facilitate  an  underwritten  offering  without its
consent,  given in its sole  discretion.  In  connection  with any  underwritten
offering,  the Company will (i) make such  representations and warranties to the
Holders  of such  Registrable  Securities  and the  underwriters,  if any,  with
respect to the  business  of the Company and its  subsidiaries  (including  with
respect to businesses or assets acquired or to be acquired by any of them),  and
the Registration  Statement,  Prospectus and documents,  if any, incorporated or
deemed to be incorporated by reference therein, in each case, in form, substance
and scope as are  customarily  made by issuers to  underwriters  in underwritten
offerings,  and  confirm  the same if and when  requested;  (ii)  seek to obtain
opinions  of counsel to the  Company  and  updates  thereof  (which  counsel and
opinions (in form, scope and substance) shall be reasonably  satisfactory to the
managing  underwriters,  if any, addressed to each selling Holder of Registrable
Securities  and  each  of  the  underwriters,   if  any,  covering  the  matters
customarily covered in opinions requested in underwritten  offerings  (including
any such matters as may be reasonably  requested by such  underwriters));  (iii)
use all  reasonable  efforts to obtain  customary  "cold  comfort"  letters  and
updates thereof from the independent certified public accountants of the Company
(and, if necessary,  any other independent  certified public  accountants of any


                                       11
<PAGE>

subsidiary  of the Company or of any business  acquired by the Company for which
financial  statements and financial data are, or are required to be, included in
the  Registration  Statement),  addressed  (where  reasonably  possible) to each
selling Holder of Registrable  Securities and each of the underwriters,  if any,
such  letters  to  be in  customary  form  and  covering  matters  of  the  type
customarily  covered in "cold comfort"  letters in connection with  underwritten
offerings;  and (v) deliver such documents and certificates as may be reasonably
requested  by the Holders of majority  interest  of the  Registrable  Securities
being sold or the  managing  underwriters,  if any,  to evidence  the  continued
validity of the  representations  and warranties  made pursuant to clause (i) of
this  Section  4(m) and to evidence  compliance  with any  customary  conditions
contained in the underwriting  agreement or other agreement  entered into by the
Company;

     (n) Make  available for  inspection by a  representative  of the Holders of
Registrable  Securities  being sold, any underwriter  participating  in any such
disposition of Registrable Securities,  if any, and any attorney,  consultant or
accountant retained by such selling Holders or underwriter, at the offices where
normally  kept,  during  reasonable  business  hours,  all  financial  and other
records,  pertinent  corporate  documents and  properties of the Company and its
subsidiaries as they may reasonably request, and cause the officers,  directors,
agents  and  employees  of the  Company  and  its  subsidiaries  to  supply  all
information  in each  case  reasonably  requested  by any  such  representative,
underwriter,   attorney,  consultant  or  accountant  in  connection  with  such
Registration Statement;  provided,  however, that such persons shall first agree
in writing with the Company that any information  that is reasonably and in good
faith  designated  by the  Company  in writing  as  confidential  at the time of
delivery or inspection  (as the case may be) of such  information  shall be kept
confidential  by such  persons,  unless (i)  disclosure of such  information  is
required  by court  or  administrative  order  or is  necessary  to  respond  to
inquiries of regulatory  authorities;  (ii)  disclosure of such  information  is
required  by law  (including  any  disclosure  requirements  pursuant to Federal
securities laws in connection with the filing of any  Registration  Statement or
the use of any Prospectus);  (iii) such information  becomes generally available
to the public other than as a result of a disclosure  or failure to safeguard by
any such person;  or (iv) such information  becomes available to any such person
from a  source  other  than  the  Company  and  such  source  is not  bound by a
confidentiality agreement;

     (o) Use all reasonable efforts to cause the Indenture to be qualified under
the TIA not later than the effective  date of the first  Registration  Statement
relating to the Registrable Securities;  and in connection therewith,  cooperate
with  the  Trustee  and the  Holders  of  Notes  or  Common  Stock  constituting
Registrable  Securities to effect such changes to the Indenture,  if any, as may
be required for such  Indenture to be so qualified in accordance  with the terms
of the TIA; and execute,  and use all reasonable efforts to cause the Trustee to
execute,  all customary documents as may be required to effect such changes, and
all other forms and documents (including Form T-1) required to be filed with the
SEC to enable the Indenture to be so qualified under the TIA in a timely manner;

     (p)  Comply  with  applicable  rules  and  regulations  of the SEC and make
generally  available to its security holders earning  statements  satisfying the
provisions  of Section 11(a) of the  Securities  Act or Rule 158 (or any similar


                                       12
<PAGE>

rule promulgated  under the Securities Act), no later than 45 days after the end
of any 12-month  period (or 90 days after the end of any 12-month period if such
period is a fiscal  year) (i)  commencing  at the end of any  fiscal  quarter in
which  Registrable  Securities are sold to  underwriters in a firm commitment or
best efforts underwritten offering; and (ii) if not sold to underwriters in such
an offering,  commencing on the first day of the first fiscal  quarter after the
effective date of a Registration  Statement,  which  statement  shall cover said
period, consistent with the requirements of Rule 158; and

     (q) (i) list  all  shares  of  Common  Stock  covered  by any  Registration
Statements on any securities  exchange on which the Common Stock is then listed;
or (ii)  authorize for quotation on the Nasdaq  National  Market  ("Nasdaq") all
Common Stock covered by all such Registration  Statements if the Common Stock is
then so authorized for quotation.

     (r) Make reasonable  effort to provide such  information as is required for
any filings  required to be made with the  National  Association  of  Securities
Dealers, Inc.

     Section 5.  Registration  Expenses.  All fees and expenses  incident to the
performance  of or compliance  with this Agreement by the Company shall be borne
by it whether or not any  Registration  Statement is filed or becomes  effective
and  whether  or  not  any  securities  are  offered  or  sold  pursuant  to any
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include,  without  limitation,  (i) all  registration and filings
fees  (including,  without  limitation,  fees and  expenses  (A) with respect to
filings required to be made with the National Association of Securities Dealers,
Inc. and (B) in compliance with securities or Blue Sky laws (including,  without
limitation  and in addition  to that  provided  for in this  Section 5, fees and
disbursements  of  counsel  for the  underwriters  in  connection  with Blue Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions as the managing underwriters,  if any, or Holders of a majority in
interest of Registrable  Securities,  may  designate));  (ii) printing  expenses
(including,  without  limitation,  of printing  Prospectuses  if the printing of
Prospectuses is required by the managing underwriters, if any, or by the Holders
of a  majority  in  interest  of the  Registrable  Securities  included);  (iii)
messenger,   telephone  and  delivery   expenses;   (iv)   reasonable  fees  and
disbursements of counsel for the Company (plus one counsel deemed appropriate by
the representative of the Initial  Purchasers) in accordance with the provisions
of Section 5 hereof;  (v) fees and  disbursements  of all independent  certified
public  accountants  referred  to  in  Section  4(m)(iii)  (including,   without
limitation,  the expenses of any special audit and "comfort" letters required by
or incident to such  performance);  (vi) fees and expenses of all other  persons
retained  by the  Company.  In  addition,  the  Company  shall pay its  internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees performing legal or accounting duties), the expense of an
annual audit and the fees and expenses  incurred in connection  with the listing
of the  securities  to be registered  on any  securities  exchange or the Nasdaq
National  Market.  Notwithstanding  anything in this  Agreement to the contrary,
each Holder shall pay all underwriting  discounts and brokerage commissions with
respect to any Registrable Securities sold by it.



                                       13
<PAGE>

     Section 6. Indemnification.

     (a) The Company agrees to indemnify and hold harmless the Initial Purchaser
and each Holder of Registrable  Securities and each person, if any, who controls
the Initial Purchaser or any Holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as
follows:

          (i) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment  thereto),  or the omission or alleged omission therefrom
     of a material fact  required to be stated  therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged  untrue  statement of a material fact  included in any  preliminary
     prospectus or the Prospectus (or any amendment or supplement  thereto),  or
     the omission or alleged omission  therefrom of a material fact necessary in
     order to make the  statements  therein,  in the light of the  circumstances
     under which they were made, not misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or body,  commenced  or  threatened,  or of any claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission,  provided  that (subject to Section
     6(d) below) any such  settlement is effected with the prior written consent
     of the Company; and

          (iii) against any and all expense  whatsoever,  as incurred (including
     the fees and  disbursements  of counsel  chosen by the Initial  Purchaser),
     reasonably  incurred in  investigating,  preparing or defending against any
     litigation,  or any investigation or proceeding by any governmental  agency
     or body,  commenced or threatened,  or any claim  whatsoever based upon any
     such untrue statement or omission,  or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (i) or (ii)
     above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company by the
Initial   Purchaser,   such  Holder  of  Registrable   Securities   (which  also
acknowledges  the  indemnity  provisions  herein)  or any  person,  if any,  who
controls  the Initial  Purchaser  or any such Holder of  Registrable  Securities
expressly for use in the Registration  Statement (or any amendment thereto),  or
any  preliminary  prospectus or the  Prospectus  (or any amendment or supplement
thereto);  provided,  further,  that this indemnity agreement shall not apply to
any loss, liability,  claim, damage or expense (1) arising from an offer or sale
of Registrable  Securities  occurring  during a Deferral  Period,  if a Deferral
Notice was given to such Notice Holder in  accordance  with Section 8(b), or (2)
if the Holder fails to deliver at or prior to the written  confirmation of sale,
the most recent Prospectus, as amended or supplemented,  and such Prospectus, as

                                       14
<PAGE>
amended or supplemented,  would have corrected such untrue statement or omission
or alleged untrue statement or omission of a material fact.

     (b) In connection with any Shelf Registration in which a Holder, including,
without  limitation,   the  Initial  Purchaser,  of  Registrable  Securities  is
participating,  in furnishing information relating to such Holder of Registrable
Securities  to the  Company in writing  expressly  for use in such  Registration
Statement,  any  preliminary  prospectus,  the  Prospectus or any  amendments or
supplements thereto, the Holders of such Registrable Securities agree, severally
and not jointly,  to indemnify and hold harmless the Initial  Purchaser and each
person,  if any, who controls the Initial Purchaser within the meaning of either
Section  15 of the  Securities  Act or Section  20 of the  Exchange  Act and the
Company, and each person, if any, who controls the Company within the meaning of
either such  Section,  against any and all loss,  liability,  claim,  damage and
expense described in the indemnity  contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made in the  Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information  furnished  to  the  Company  by or on  behalf  of  such  Holder  of
Registrable Securities (which also acknowledges the indemnity provisions herein)
or any person,  if any, who controls any such Holder of  Registrable  Securities
expressly for use in the  Registration  Statement (or any amendment  thereto) or
such  preliminary  prospectus or the  Prospectus (or any amendment or supplement
thereto).

     The Initial  Purchaser  agrees to indemnify  and hold harmless the Company,
the Holders of Registrable Securities, and each person, if any, who controls the
Company or any Holder of  Registrable  Securities  within the  meaning of either
Section 15 of the  Securities  Act or Section 20 of the Exchange Act against any
and all loss,  liability,  claim,  damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred,  but only with respect
to untrue  statements or omissions,  or alleged untrue  statements or omissions,
made  in  the  Registration   Statement  (or  any  amendment  thereto),  or  any
preliminary  prospectus  or the  Prospectus  (or  any  amendment  or  supplement
thereto) in reliance upon and in conformity with written  information  furnished
to the Company by the Initial  Purchaser  expressly for use in the  Registration
Statement  (or any  amendment  thereto) or such  preliminary  prospectus  or the
Prospectus (or any amendment or supplement thereto).

     (c) Each  indemnified  party shall give  notice as  promptly as  reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially  prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on  account of this  indemnity  agreement.  The  indemnifying  party,  upon
request of the indemnified party,  shall retain counsel reasonably  satisfactory
to the indemnified  party to represent the indemnified  party and any others the
indemnifying  party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own


                                       15
<PAGE>

counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall  not,  in  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be  liable  for (a) the fees and  expenses  of more than one  separate  firm (in
addition to any local counsel),  whose fees must be reasonable,  for the Initial
Purchaser,  Holders of  Registrable  Securities,  and all  persons,  if any, who
control the Initial  Purchaser or Holders of Registrable  Securities  within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act,  collectively  (b) the fees and expenses of more than one separate firm (in
addition to any local counsel),  whose fees must be reasonable,  for the Company
and each person,  if any, who controls the Company  within the meaning of either
such  Section,  and that all fees and expenses  payable  under (a) and (b) above
shall be reimbursed as they are incurred.  In the case of any such separate firm
for the  Initial  Purchaser,  Holders of  Registrable  Securities,  and  control
persons of the Initial  Purchaser and Holders of  Registrable  Securities,  such
firm shall be designated in writing by the Initial Purchaser. In the case of any
such separate firm for the Company and control persons of the Company, such firm
shall be designated in writing by the Company.  The indemnifying party shall not
be liable for any  settlement  of any  proceeding  effected  without its written
consent,  but if settled with such consent or if there be a final non-appealable
judgment for the  plaintiff,  the  indemnifying  party  agrees to indemnify  the
indemnified  party  from and  against  any loss or  liability  by reason of such
settlement or judgment.  No indemnifying party shall,  without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any  judgment  with  respect  to any  litigation,  or  any  investigation  or
proceeding by any governmental agency or body,  commenced or threatened,  or any
claim whatsoever in respect of which  indemnification  or contribution  could be
sought under this Section 6 (whether or not the  indemnified  parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

     (d)  If  at  any  time  an  indemnified   party  shall  have  requested  an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 6(a)(ii)  effected without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request,  (ii) such indemnifying
party shall have  received  notice of the terms of such  settlement  at least 30
days prior to such  settlement  being  entered into and (iii) such  indemnifying
party shall not have reimbursed such  indemnified  party in accordance with such
request prior to the date of such  settlement;  provided,  that an  indemnifying
party shall not be liable for any such settlement  effected  without its consent
if such  indemnifying  party (1) reimburses such indemnified party in accordance
with such request to the extent it considers  such request to be reasonable  and
(2) provides written notice to the indemnified party  substantiating  the unpaid
balance as unreasonable, in each case prior to the date of such settlement.



                                       16
<PAGE>

     (e) If the  indemnification to which an indemnified party is entitled under
this  Section  6 is for  any  reason  unavailable  to or  insufficient  although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses,  liabilities,  claims,  damages or  expenses  referred to
therein,  then each indemnifying  party shall contribute to the aggregate amount
of such  losses,  liabilities,  claims,  damages and  expenses  incurred by such
indemnified party, as incurred,  in such proportion as is appropriate to reflect
the relative fault of the  indemnifying  party or parties on the one hand and of
the  indemnified  party on the other hand in connection  with the  statements or
omissions  which  resulted  in such  losses,  liabilities,  claims,  damages  or
expenses, as well as any other relevant equitable considerations.

     The  relative  fault of the  Company on the one hand and the Holders of the
Registrable  Securities  or the  Initial  Purchaser  on the other  hand shall be
determined  by  reference  to,  among other  things,  whether any such untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact relates to  information  supplied by the Company or by the
Holder of the Registrable  Securities or the Initial  Purchaser and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  6(e)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the  equitable  considerations  referred  to above  in this  Section  6(e).  The
aggregate amount of losses, liabilities,  claims, damages, and expenses incurred
by an  indemnified  party and  referred to above in this  Section  6(e) shall be
deemed to include any out-of-pocket  legal or other expenses reasonably incurred
by such indemnified party in  investigating,  preparing or defending against any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 6, neither the Holder of any
Registrable Securities nor the Initial Purchaser, shall be required to indemnify
or  contribute  any amount in excess of the  amount by which the total  price at
which the Registrable  Securities sold by such Holder of Registrable  Securities
or by the Initial  Purchaser,  as the case may be, and distributed to the public
were offered to the public exceeds the amount of any damages that such Holder of
Registrable  Securities or the Initial  Purchaser has otherwise been required to
pay by reason of such untrue or alleged untrue  statement or omission or alleged
omission.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section  6(e),  each person,  if any, who controls the
Initial Purchaser or any Holder of Registrable  Securities within the meaning of
Section 15 of the  Securities  Act or Section 20 of the  Exchange Act shall have


                                       17
<PAGE>

the same rights to  contribution  as the Initial  Purchaser or such Holder,  and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section 20 of the  Exchange  Act shall have the same
rights to contribution as the Company, as the case may be.

     Section 7. Information Requirements.  (a) The Company covenants that, if at
any time before the end of the  Effectiveness  Period the Company is not subject
to the reporting  requirements  of the Exchange Act, the Company will  cooperate
with any  Holder of  Registrable  Securities  and take such  further  reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including,  without limitation,  making such reasonable  representations as any
such Holder may  reasonably  request),  all to the extent  required from time to
time to enable such Holder to sell Registrable  Securities without  registration
under the Securities  Act within the  limitation of the  exemptions  provided by
Rule 144 and  Rule  144A  under  the  Securities  Act and  customarily  taken in
connection with sales pursuant to such  exemptions.  Upon the written request of
any Holder of Registrable Securities, the Company shall deliver to such Holder a
written  statement  as to whether  the  Company  has  complied  with such filing
requirements,  unless such a statement has been  included in the Company's  most
recent report  required to be filed and filed  pursuant to Section 13 or Section
15(d) of Exchange Act. Notwithstanding the foregoing,  nothing in this Section 7
shall be deemed to require the Company to register any of its  securities  under
any section of the Exchange Act.

     (b) The  Company  shall file  reports  required to be filed by it under the
Exchange Act.

     Section 8. Underwritten Registration.  If any of the Registrable Securities
covered by any Shelf  Registration  Statement are to be sold in an  underwritten
offering,  the investment  banker or investment  bankers and manager or managers
that will  administer  the offering  will be  investment  bankers of  recognized
national  standing  selected  by the  Holders of a majority  in interest of such
Registrable Securities included in such offering,  subject to the consent of the
Company  (which will not be  unreasonably  withheld or  delayed).  No person may
participate in any  underwritten  registration  hereunder unless such person (i)
agrees to sell such  person's  Registrable  Securities  on the basis  reasonably
provided in any  underwriting  arrangements  approved  by the  persons  entitled
hereunder  to approve such  arrangements;  and (ii)  completes  and executes all
questionnaires,   powers  of  attorney,  indemnities,  underwriting  agreements,
lock-up  agreements and other documents  reasonably  required under the terms of
such underwriting arrangements.

     Section 9. Miscellaneous.

     (a) Remedies. In the event of a breach by the Company or by a Holder of any
of their  respective  obligations  under  this  Agreement,  each  Holder  or the
Company,  in addition to being  entitled to exercise all rights  granted by law,
including, without limitation, recovery of damages, will be entitled to specific
performance  of its rights  under this  Agreement.  The  Company and each Holder
agree that  monetary  damages  would not be adequate  compensation  for any loss
incurred by reason of a breach by it of any of the  provisions of this Agreement
and  hereby  further  agree  that,  in the  event  of any  action  for  specific
performance  in respect of such  breach,  they shall  waive the  defense  that a


                                       18
<PAGE>

remedy at law would be adequate. This Section 9(a) shall not apply to any breach
for which Liquidated Damages have been specifically provided hereunder.

     (b) No  Inconsistent  Agreements.  The  Company has not and shall not enter
into any agreement that is  inconsistent  with the rights granted to the Holders
in this Agreement or otherwise  conflicts with the provisions hereof. The rights
granted to the Holders  hereunder  do not in any way  conflict  with and are not
inconsistent  with the rights  granted to the  holders  of the  Company's  other
issued and outstanding securities under any such agreements.  The Company is not
currently a party to any agreement granting any registration rights with respect
to any of its  securities  to any  person  which  conflicts  with the  Company's
obligations  hereunder  or gives  any  other  party  the  right to  include  any
securities in any Registration  Statement filed pursuant hereto, except for such
rights and conflicts as have been irrevocably waived.

     (c) No Adverse Action  Affecting the  Registrable  Securities.  The Company
will not take any action with respect to the Registrable  Securities which would
adversely  affect the ability of any of the Holders to include such  Registrable
Securities in a registration undertaken pursuant to this Agreement.

     (d) No Piggyback on Registrations. After the date hereof, the Company shall
not  grant  to any of its  security  holders  (other  than the  Holders  in such
capacity) the right to include any of its  securities in any Shelf  Registration
Statement.

     (e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures from the provisions  hereof, may not be given,
without  the  written  consent of the  Holders of a majority  in interest of the
Registrable  Securities,  provided,  however,  that,  for the  purposes  of this
Agreement,  Registrable  Securities that are owned,  directly or indirectly,  by
either the Company or an  Affiliate  of the Company are not deemed  outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders whose  Registrable  Securities are being sold pursuant to a Registration
Statement  and that does not directly or  indirectly  affect the rights of other
Holders may be given by Holders of a majority  in  interest  of the  Registrable
Securities being sold by such Holders pursuant to such  Registration  Statement,
provided,  however,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately   preceding   sentence.   Each  Holder  of  Registrable   Securities
outstanding at the time of any such amendment, modification,  supplement, waiver
or consent or  thereafter  shall be bound by any such  amendment,  modification,
supplement, waiver or consent effected pursuant to this Section 9(e), whether or
not any notice,  writing or marking  indicating  such  amendment,  modification,
supplement,  waiver or  consent  appears  on the  Registrable  Securities  or is
delivered to such Holder.

     (f) Notices.  All notices and other  communications  provided for herein or
permitted  hereunder  shall  be  made  in  writing  by  hand-delivery,   courier
guaranteeing  overnight  delivery,  certified  first-class  mail, return receipt
requested,  or telecopy and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation,  if made by telecopier, (iii) one (1) Business


                                       19
<PAGE>

Day after being  deposited  with such courier,  if made by overnight  courier or
(iv) on the date  indicated  on the notice of  receipt,  if made by  first-class
mail, to the parties as follows:

          (i) if to a Holder, to the address of such Holder as it appears in the
     Notice and Questionnaire,  or, if not so specified,  in the Common Stock or
     Notes register of the Company, as applicable;

          (ii) if to the Company to:

               The Profit Recovery Group International, Inc.
               2300 Windy Ridge Parkway
               Suite 100 North
               Atlanta, GA  30339-8426
               Telephone No.  (770) 779-3900
               Facsimile No.  (770) 779-3034
               Attention:  Chief Financial Officer

          (iii) If to the Initial Purchasers, to:

               Merrill Lynch & Co.,
               Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
               4 World Financial Center
               New York, New York  10080
               Attention:  Investment Banking Counsel
               Telecopy No.:  (212) 449-3307

Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given, when delivered by hand, if personally delivered;
one Business Day after being  timely  delivered to a next-day air courier,  upon
receipt by the Company after being deposited in the mail,  postage  prepaid,  if
mailed; and when receipt is acknowledged by the recipient's  telecopier machine,
if telecopied.

     (g)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall inure to the benefit of each existing and future  Holder.  The Company
may not assign its rights or  obligations  hereunder  without the prior  written
consent of the Holders of a majority in interest of the Registrable  Securities,
other than by operation of law  pursuant to a merger or  consolidation  to which
the Company is a party.

     (h)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts  by the parties  hereto,  each of which when so  executed  shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same instrument.



                                       20
<PAGE>

     (i) Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND  PERFORMED  WITHIN THE STATE OF NEW YORK  WITHOUT  REGARD TO  PRINCIPLES  OF
CONFLICTS OF LAW.

     (j) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their best efforts to find and employ an  alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant or restriction, it being intended that all of the rights and privileges
of the parties shall be enforceable to the fullest extent permitted by law.

     (k)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise  affect the meaning hereof.  All
references  made in this  Agreement to "Section" and  "paragraph"  refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise.

     (l) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and is intended to be a complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein and the registration  rights granted by the
Company with respect to the  Registrable  Securities.  Except as provided in the
Purchase  Agreement,  there  are  no  restrictions,   promises,   warranties  or
undertakings,  other than those set forth or referred to herein, with respect to
the  registration  rights granted by the Company with respect to the Registrable
Securities.  This  Agreement  supersedes all prior  agreements and  undertakings
among the parties solely with respect to such registration rights.

     (m)  Termination.  This  Agreement  and  the  obligations  of  the  parties
hereunder shall terminate upon the end of the Effectiveness  Period,  except for
any  liabilities  or  obligations  under  Sections  4,  5 or 6  hereof  and  the
obligations to make payments of and provide for Liquidated Damages under Section
3 hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.




                                       21
<PAGE>



     IN WITNESS  WHEREOF,  the  parties  have caused  this  Registration  Rights
Agreement to be duly executed as of the date first written above.

                               THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.



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


The foregoing Registration Rights
Agreement is hereby confirmed and
agreed to as of the date first written above:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED


By: MERRILL LYNCH, PIERCE, FENNER & SMITH
      INCORPORATED



By: /s/ Robert Powers
    --------------------------------------
         Authorized Signatory

Acting on behalf of itself and the Initial Purchasers




                                       22
<PAGE>


                                                                         Annex A

            FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned beneficial holder of 4 3/4% Convertible  Subordinated Notes
due 2006 (the "Notes") of The Profit Recovery Group International,  Inc. ("PRG")
or common stock,  without par value issued upon conversion of Notes (the "Common
Stock"  and  together  with the Notes,  the  "Registrable  Securities"),  of PRG
understands  that PRG has  filed or  intends  to file  with the  Securities  and
Exchange Commission (the "SEC") a registration statement on Form S-3 (the "Shelf
Registration  Statement") for the  registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the  "Securities  Act"),  of the Registrable
Securities in accordance  with the terms of the  Registration  Rights  Agreement
(the  "Registration  Rights  Agreement") dated November 26, 2001 between PRG and
the initial  purchasers  named therein.  The  Registration  Rights  Agreement is
available from PRG upon request at the address set forth below.  All capitalized
terms not otherwise  defined herein shall have the meanings  ascribed thereto in
the Registration Rights Agreement.

     Each beneficial owner of Registrable Securities is entitled to the benefits
of the Registration  Rights Agreement.  In order to sell or otherwise dispose of
any  Registrable  Securities  pursuant to the Shelf  Registration  Statement,  a
beneficial  owner of  Registrable  Securities  generally  will be required to be
named  as  a  selling  securityholder  in  the  related  prospectus,  deliver  a
prospectus  to  purchasers  of  Registrable  Securities  and be  bound  by those
provisions of the Registration  Rights  Agreement  applicable to such beneficial
owner  (including  certain  indemnification   provisions  as  described  below).
Beneficial owners that do not complete this Notice and Questionnaire and deliver
it to PRG as provided below will not be named as selling  securityholders in the
prospectus  and  therefore  will  not  be  permitted  to  sell  any  Registrable
Securities pursuant to the Shelf Registration  Statement.  Beneficial owners are
encouraged  to complete and deliver this Notice and  Questionnaire  prior to the
effectiveness of the Shelf Registration Statement so that such beneficial owners
may be named as selling securityholders in the related prospectus at the time of
effectiveness.  Upon  receipt of a  completed  Notice and  Questionnaire  from a
beneficial  owner  following  the   effectiveness  of  the  Shelf   Registration
Statement,  PRG will,  as promptly as  practicable  but in any event within five
business days of such receipt,  file such  amendments to the Shelf  Registration
Statement or  supplements  to the related  prospectus as are necessary to permit
such holder to deliver such prospectus to purchasers of Registrable Securities.

     Certain   legal   consequences   arise   from   being   named  as   selling
securityholders in the Shelf Registration  Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named or not being named as a selling  securityholder in the Shelf  Registration
Statement and the related prospectus.

Notice

     The  undersigned   beneficial  owner  (the  "Selling   Securityholder")  of
Registrable  Securities  hereby gives notice to PRG of its  intention to sell or
otherwise dispose of Registrable Securities  beneficially owned by it and listed
below in Item 3 (unless otherwise  specified under Item 3) pursuant to the Shelf


                                      A-1
<PAGE>

Registration  Statement.  The undersigned,  by signing and returning this Notice
and Questionnaire, understands that it will be bound by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement.

     Pursuant to the Registration  Rights Agreement,  the undersigned has agreed
to  indemnify  and hold  harmless  the  initial  purchasers  of the  Registrable
Securities and each person, if any, who controls such initial  purchasers within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and PRG, and
each person, if any, who controls PRG within the meaning of either such section,
against  any and all loss,  liability,  claim,  damage  and  expense  arising in
connection  with  statements  concerning  the  undersigned  made  in  the  Shelf
Registration   Statement  or  the  related   prospectus  in  reliance  upon  the
information provided in this Notice and Questionnaire.




                                       A-2
<PAGE>



     The  undersigned  hereby  provides  the  following  information  to PRG and
represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1.   (a) Full Legal Name of Selling Securityholder:

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

     (b)  Full  Legal Name of  Registered  Holder (if not the same as (a) above)
          through which Registrable Securities listed in (3) below are held:

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

     (c)  Full Legal Name of DTC  Participant (if applicable and if not the same
          as (b) above) through which Registrable Securities listed in (3) below
          are held:

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

2.   Address for Notices to Selling Securityholder:

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

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

     Telephone:
                ----------------------------------------------------------------

     Fax:
           ---------------------------------------------------------------------

     Contact Person:
                     -----------------------------------------------------------

3.   Beneficial Ownership of Registrable Securities:

     (a)  Type and  principal  amount  of  Registrable  Securities  beneficially
          owned:

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

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

     (b)   CUSIP No(s). of such Registrable Securities beneficially owned:

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

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

4.   Beneficial ownership of PRG securities owned by the Selling Securityholder:

     Except as set forth  below in this Item  (4),  the  undersigned  is not the
     beneficial  or  registered  owner of any  securities  of PRG other than the
     Registrable Securities listed above in Item (3).



                                       A-3
<PAGE>

     (a)  Type and amount of other securities  beneficially owned by the Selling
          Securityholder:

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

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

     (b)  CUSIP No(s). of such Registrable Securities beneficially owned:

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

5.   Relationship with PRG:

     Except  as  set  forth  below,  neither  the  undersigned  nor  any  of its
     affiliates,  directors or principal equity holder (5% or more) has held any
     position or office or has had any other material  relationship with PRG (or
     its predecessors or affiliates) during the past three years.

     State any exceptions here:

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

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

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

6.   Plan of Distribution:

     Except  as set  forth  below,  the  undersigned  (including  its  donees or
     pledgees) intends to distribute the Registrable  Securities listed above in
     Item (3) pursuant to the Shelf  Registration  Statement only as follows (if
     at all): Such Registrable Securities may be sold from time to time directly
     by the undersigned or alternatively  through underwriters or broker-dealers
     or agents. If the Registrable  Securities are sold through  underwriters or
     broker-dealers,   the  Selling   Securityholder  will  be  responsible  for
     underwriting   discounts  or  commissions  or  agent's  commissions.   Such
     Registrable  Securities  may be sold in one or more  transactions  at fixed
     prices,  at prevailing market prices at the time of sale, at varying prices
     determined at the time of sale, or at negotiated prices.  Such sales may be
     effected in transactions  (which may involve block transactions) (i) on any
     national  securities exchange or quotation service on which the Registrable
     Securities  may be  listed  or  quoted  at the  time of  sale,  (ii) in the
     over-the-counter  market,  (iii)  in  transactions  otherwise  than on such
     exchanges or services or in the over-the-counter market or (iv) through the
     writing of options. In connection with sales of the Registrable  Securities
     or otherwise,  the  undersigned  may enter into hedging  transactions  with
     broker-dealers,  which may in turn engage in short sales of the Registrable
     Securities,  short and  deliver  Registrable  Securities  to close out such
     short positions, or loan or pledge Registrable Securities to broker-dealers
     that in turn may sell such securities.



                                       A-4
<PAGE>

     State any exceptions here:

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

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

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

     Note:In no event may such  method(s)  of  distribution  take the form of an
          underwritten offering of the Registrable  Securities without the prior
          agreement of PRG.

     The undersigned  acknowledges  that it understands its obligation to comply
with the provisions of the Securities Exchange Act of 1934, as amended,  and the
rules  thereunder  relating to stock  manipulation,  particularly  Regulation  M
thereunder  (or any successor  rules or  regulations),  in  connection  with any
offering of Registrable Securities pursuant to the Shelf Registration Statement.
The undersigned  agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provision.

     The Selling  Securityholder  hereby  acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons set
forth therein.

     Pursuant to the Registration Rights Agreement, PRG has agreed under certain
circumstances   to  indemnify  the  Selling   Securityholders   against  certain
liabilities.

     In accordance  with the  undersigned's  obligation  under the  Registration
Rights  Agreement  to provide  such  information  as may be  required by law for
inclusion  in the  Shelf  Registration  Statement,  the  undersigned  agrees  to
promptly notify PRG of any  inaccuracies or changes in the information  provided
herein that may occur  subsequent to the date hereof at any time while the Shelf
Registration Statement remains effective.  All notices hereunder and pursuant to
the  Registrant  Rights  Agreement  shall be made in writing at the  address set
forth below.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein in its answers to Items (1) through (6) above and
the inclusion of such  information in the Shelf  Registration  Statement and the
related  prospectus.  The undersigned  understands that such information will be
relied upon by PRG in connection  with the preparation or amendment of the Shelf
Registration Statement and the related prospectus.




                                      A-5
<PAGE>



     IN WITNESS WHEREOF,  the  undersigned,  by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

                                Beneficial Owner



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

     Dated:_______________

        PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE
              TO THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AT:

                            2300 Windy Ridge Parkway
                                 Suite 100 North
                             Atlanta, GA 30339-8426
                        Attention: Chief Financial Office



                                       A-6
<PAGE>