EXHIBIT 99.1


                                 FIRST AMENDMENT
                                       TO
                        SEPARATION AND RELEASE AGREEMENT


     THIS FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this "Amendment")
is made and entered into as of March 16, 2006, between  PRG-Schultz USA, Inc., a
Georgia  corporation (the "Company"),  and John M. Cook, a resident of the State
of Georgia ("Executive").

     WHEREAS,  the Company and Executive  entered into a Separation  and Release
Agreement dated as of August 2, 2005 (the "Separation Agreement") setting forth,
inter alia, the terms under which Executive separated from the Company.

     WHEREAS,  as a condition  precedent to the Company's  restructuring  of its
bondholder  debt and its bank  debt,  the  Company  is  obligated  to secure the
Amendment of Executive's  Separation  Agreement as hereinbelow provided (without
which Amendment the same corporate restructuring will not proceed).

     WHEREAS,  each of the Company and Executive  desire to amend the Separation
Agreement as hereinafter provided.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  Amendment.  Section  5(b)(II)(A) is hereby amended by deleting  Section
5(b)(II)(A) in its entirety and by substituting in lieu thereof the following:

          "(A) in monthly installments,  commencing April 1, 2006, the following
          payments:

                    Payment No.              Amount Per Payment

                        1                       $275,620.96

                      2-58                       $91,873.72

                      Total                   $5,512,423.00
                                               =============

The Company shall pay all applicable payroll taxes and national health insurance
taxes accruing with respect to the payments under this Section."

     2. Fees and Expenses. On April 1, 2006, the Company shall pay the fixed sum
of  $150,000  to CT  Investments,  LLC  to  defray  the  fees  and  expenses  of
Executive's  legal counsel and financial advisor incurred in connection with the
multiple  months of  negotiations  leading up to and including  this  Amendment;
provided,  however,  that the  aggregate  amount  of fees and  expenses  payable
pursuant to this Section 2 and  pursuant to Section 2 of that certain  Amendment
to Separation  and Release  Agreement,  dated as of March 16, 2006,  between the
Company and John M. Toma shall be collectively fixed at $150,000.

     3. Certain  Definitions.  Capitalized terms used without definition in this
Amendment  have the meanings set forth in the  Separation  Agreement (as amended
hereby).




     4.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which will be deemed to be an original,  but all of which
will constitute one and the same  instrument,  and the signature of any party to
any counterpart shall be deemed a signature to, and maybe appended to, any other
counterpart.

     5. Effect; Governing Law. Except as specifically amended by this Amendment,
the Separation  Agreement shall remain in full force and effect.  This Amendment
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their successors and permitted assigns.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia (without regard to
the conflicts-of-law principles thereof).

                                    * * * * *







     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first above written.

                                       PRG-SCHULTZ USA, INC.


                                       By:  /s/ James B. McCurry
                                           -------------------------------------
                                       Name:  James B. McCurry
                                           -------------------------------------
                                       Title: President and Chief Executive
                                              Officer
                                           -------------------------------------



                                       EXECUTIVE:

                                        /s/ John M. Cook
                                       -------------------------------------
                                       John M. Cook