8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2007

PRG-Schultz International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia
(State or Other Jurisdiction of Incorporation)

0-28000	58-2213805
(Commission File Number)	(IRS Employer Identification No.)

600 Galleria Parkway, Suite 100, Atlanta, Georgia	30339-5949
(Address of Principal Executive Offices)	(Zip Code)

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below in response to Item 2.01 with respect to the Sale Agreement (as defined below) and the non-competition agreements is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 30, 2007, PRG-Schultz International, Inc. (“PRG”) sold its Meridian VAT business (“Meridian”) to Averio Holdings Limited, a Dublin, Ireland based company affiliated with management of Meridian (“Purchaser”). To effect the transaction, PRG sold all of the outstanding capital stock of its subsidiaries, Meridian VAT Reclaim Operations Limited and Meridian VAT Reclaim Services Limited, to Purchaser, and novated to Purchaser certain intracompany loans totaling approximately EUR 17.6 million, all pursuant to the terms of a Sale of Shares Agreement, dated as of May 30, 2007 (the “Sale Agreement”). PRG received net proceeds from the sale, after repayment of approximately EUR 2.4 million (approximately U.S. $3.2 million) of intercompany loans owed to Meridian, of approximately EUR 16.8 million (approximately U.S. $22.5 million). Purchaser is also required to pay PRG, as additional purchase price consideration, EUR 1.5 million (approximately U.S. $2.0 million) on each of December 31, 2007, 2008 and 2009. However, the additional payments owed by Purchaser on December 31, 2008 and 2009 are subject to certain “place of supply” rules remaining in effect in the European Union without amendment prior to the relevant payment date. All U.S. dollar equivalents provided herein are based on current exchange rates and, as a result, the actual U.S. dollar value of future payments to be made by Purchaser could vary.

The Sale Agreement includes customary representations and warranties of the parties and also includes a mutual release of all claims arising prior to the closing associated with the Meridian business. Both PRG and Purchaser have also agreed to indemnify the other for breaches of the representations and warranties included in the Sale Agreement subject, in the case of indemnification by PRG, to minimum and aggregate amount thresholds set forth in the Sale Agreement.

In connection with the sale of Meridian to Purchaser, PRG and Purchaser have also entered into non-competition agreements. Under these agreements, PRG has agreed that for a period of three years it will not provide certain VAT recovery services, and the Purchaser has agreed that for the same three year period, it will not (i) provide audit recovery services within Austria, Belgium, the Czech Republic, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, Switzerland, the United Kingdom, or the State of New York or the State of Georgia and (ii) will not provide certain VAT recovery services to certain identified entities. These non-competition agreements also include confidentiality and non-solicitation provisions.

Copies of the Sale Agreement and the respective non-competition agreements are included herein as Exhibits 2.1, 10.1 and 10.2, respectively, and are incorporated herein by reference. The description of such agreements in this Item 2.01 is qualified in its entirety by reference to the full text of such agreements.

In connection with the sale of Meridian, PRG is filing with this Current Report, as Exhibit 99.1 hereto, pro forma consolidated financial information as of and for the three months ended March 31, 2007 and for the year ended December 31, 2006 as if the sale of Meridian had occurred on the assumed dates set forth in the pro forma financial statements.

Item 9.01 Financial Statements and Exhibits.

(b)     Pro Forma Financial Information.

     Pro forma financial information pursuant to Article 11 of Regulation S-X reflecting the sale of Meridian is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)     Exhibits.

2.1	Sale of Shares Agreement, dated as of May 30, 2007, by and among PRG-Schultz International, Inc., Meridian Corporation Limited and Averio Holdings Limited
10.1	Non-Competition Agreement, dated as of May 30, 2007, by and between PRG-Schultz International, Inc. and Averio Holdings Limited
10.2	Non-Competition Agreement, dated as of May 30, 2007, by and between Averio Holdings Limited and PRG-Schultz International, Inc.
99.1	Pro Forma Consolidated Financial Information reflecting the sale of Meridian

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRG-Schultz International, Inc.
By:	/s/ Victor A. Allums
	Victor A. Allums
	Senior Vice President, Secretary and General Counsel

Dated: June 5, 2007

EX-2.1

Exhibit 2.1

EXECUTION VERSION

SALE OF SHARES AGREEMENT

     THIS SALE OF SHARES AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and among MERIDIAN CORPORATION LIMITED, a private limited company organized under the laws of Jersey under company number 18278 (“Seller”), PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”), and AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”). Seller, PRG and Purchaser are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

BACKGROUND:

     A. Seller is the legal and beneficial owner of 1,015,000 ordinary shares of EUR1.269738 each in the share capital (the “Shares”) of Meridian VAT Reclaim Operations Limited, a private limited company organized under the laws of Ireland under registration number 197185 (the “Company”). Purchaser is the legal and beneficial owner of 1 fully paid “C” redeemable ordinary share in the capital of the Company (the “Averio C Share”). Seller is also the legal owner of the entire issued share capital (the “MVRSL Shares”) of Meridian VAT Reclaim Services Limited (being 2 ordinary shares of £1.00 each), a private limited company organized under the laws of the United Kingdom under registration number 02835964 (“MVRSL”).

     B. The Company owns, directly or indirectly, all of the issued and outstanding shares of the capital stock of each of the entities listed on Exhibit A attached hereto and incorporated herein by this reference (collectively the “Subsidiaries” and individually a “Subsidiary”) and is the indirect beneficial owner of MVRSL.

     C. Mark O’Riordan, Paul Dundon, Ken Ogawa and Les Baer (the “Company Directors”) are the sole directors of, and the legal and beneficial owners of the entire issued share capital of, Purchaser.

     D. Pursuant to the terms and conditions contained herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Shares and all of the MVRSL Shares.

     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
PURCHASE AND SALE OF SHARES AND MVRSL SHARES

     1.1 Sale of the Shares and the MVRSL Shares. Subject to the terms and conditions set forth in this Agreement, at the “Closing” (as defined in Section 2.1 hereof) Seller shall sell, transfer and assign to Purchaser, and Purchaser shall purchase and receive from Seller, all of the Shares and all of the MVRSL Shares, free and clear of any and all liens, charges, security interests, pledges, hypothecations, claims and other encumbrances (collectively, “Liens”). Seller hereby waives all rights of pre-emption and other restrictions on transfer over the Shares or the MVRSL Shares conferred on it or any other person under the articles of association of the Company, the articles of association of MVRSL or otherwise.

     1.2 Purchase Price. As full consideration for Seller’s sale of the Shares and MVRSL Shares to Purchaser, Purchaser shall pay to Seller a total purchase price (the “Total Purchase Price”) as follows:

(a)	EUR 19,168,399 (the “Initial Purchase Price”) payable at Closing in accordance with Section 1.3 hereof;
(b)	EUR 1,500,000 payable on December 31, 2007, in accordance with Section 1.3 hereof;
(c)	EUR 1,500,000 payable on December 31, 2008, in accordance with Section 1.3 but subject to Section 1.5 hereof; and
(d)	EUR 1,500,000 payable on December 31, 2009, in accordance with Section 1.3 but subject to Section 1.5 hereof.

     1.3 Method of Payment. All consideration payable pursuant to this Agreement shall be paid by wire transfer of immediately available funds to such bank and account as are designated by Seller.

     1.4 Repayment of Debt. At Closing, PRG shall repay (or cause its subsidiaries to repay) to the Company, MVRSL, the Subsidiaries or any of them the net amount of debt owed to the Company, MVRSL, the Subsidiaries or any of them by PRG (or its other subsidiaries), such net amount totaling EUR 2,368,399 and more particularly described on Exhibit B attached hereto and incorporated herein by this reference.

     1.5 No Amendment of “Place of Supply” Rules. Each of the proposed payments set forth in Section 1.2 (c) and Section 1.2(d) above is strictly conditional upon the general “place of supply” rule contained in Article 43 of Council Directive 2006/112/EC (formerly Article 9 (1) of the 1977 VAT Directive (Directive 77/388/EEC) not having been amended prior to the relevant payment date in a manner that results in the general position that the place of supply for VAT services is deemed to be the place where the supplier has established its business or has a fixed place of business from which the service is supplied or is habitually resident no longer applies and the general rule becomes one that the place of supply is deemed to be connected with or determined by the location of the recipient of the service which has the consequence of

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eliminating VAT on services supplied to persons located outside the EU. Should any such amendment occur prior to either of such consideration payments becoming due as set forth in Section 1.2(c) and Section 1.2(d) above, Purchaser shall not be required to make such payment to Seller.

ARTICLE 2
PURCHASE AND SALE OF SHARES AND MVRSL SHARES

     2.1 Closing Date. The purchase and sale of the Shares and the MVRSL Shares shall be consummated at a closing (the “Closing”) to be held at the offices of Arthur Cox located at Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland (or elsewhere as may be decided by the Parties), contemporaneously with the execution of this Agreement. The date on which the Closing occurs is sometimes hereinafter referred to as the “Closing Date.”

     2.2 Deliveries of Seller. At the Closing, Seller shall deliver to Purchaser each of the following, in form and substance reasonably satisfactory to Purchaser:

(a)	The share certificate representing the Shares in the name of the registered holder or an indemnity in the usual form reasonably acceptable to Purchaser;
(b)	A stock transfer form in respect of the Shares duly executed by the registered holder in favor of Purchaser or its nominee(s) and, if required by Purchaser, a power of attorney in favor of such transferee generally in respect of the voting rights of such Shares;
(c)	The share certificate representing the MVRSL Shares in the name of the registered holder or an indemnity in the usual form reasonably acceptable to Purchaser;
(d)	A stock transfer form in respect of the MVRSL Shares duly executed by the registered holder in favor of Purchaser or its nominee(s) and, if required by Purchaser, a power of attorney in favor of such transferee generally in respect of the voting rights of such MVRSL Shares;
(e)	Repayment of the net amount of debt owed to the Company, the Subsidiaries or any of them in accordance with Section 1.5 hereof;
(f)	A Non-Competition Agreement executed by PRG in favor of Purchaser (“PRG Non-Compete”);
(g)	A Novation Agreement in respect of an intra-group loan from Seller to the Company in the amount of EUR 17,585,976 (the “Novation Agreement”) executed by Seller in favor of Purchaser;

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(h)	A letter agreement regarding certain employment matters (the “Letter Agreement”) executed by Seller and PRG;
(i)	A copy of the power of attorney of Seller appointing an attorney to act on its behalf and execute certain documents in connection with the transactions contemplated hereby; and
(j)	A copy of the resolutions adopted by of the board of directors of Seller and PRG approving and authorizing the entry into and performance of their respective obligations under this Agreement.

Purchaser and Seller hereby agree that all minute books, registers, stock record books, constitutional documents, corporate seals, client lists, files and other documents of the Company, the Subsidiaries and MVRSL are in the possession of Purchaser.

     2.3 Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller each of the following, in form and substance reasonably satisfactory to Seller:

(a)	The Initial Purchase Price in accordance with Article 1 hereof;
(b)	A Non-Competition Agreement executed by Purchaser in favor of PRG (“Purchaser Non-Compete” and, together with the PRG Non-Compete, the “Non-Competition Agreements”);
(c)	Proof of insurance for the Company and the Subsidiaries (via facsimile or email) effective as of the Closing;
(d)	A copy of the resolutions adopted by the board of directors of Purchaser approving and authorizing the entry into and performance of its obligations under this Agreement;
(e)	The Novation Agreement executed by Purchaser in favor of Seller; and
(f)	The Letter Agreement executed by Purchaser.

     2.4 Board Meeting of the Company. Purchaser and Seller shall cooperate to cause a board meeting of the Company to take place at which the transfer of the Shares is approved and (subject to stamping) the name of Purchaser (or its nominee) is registered in the Company’s Register of Members as the owner of the Shares.

     2.5 Board Meeting of MVRSL. Purchaser and Seller shall cooperate to cause a board meeting of MVRSL to take place at which the transfer of the MVRSL Shares is approved and (subject to stamping) the name of Purchaser (or its nominee) is registered in MVRSL’s Register of Members as the owner of the MVRSL Shares.

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Purchaser as follows:

     3.1 Organization and Good Standing. Seller is a private limited company duly organized and validly existing under the laws of Jersey. PRG is a corporation duly organized and validly existing under the laws of the State of Georgia.

     3.2 Power and Authority. Each of Seller and PRG has the power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of each of Seller and PRG, and no other proceedings on the part of Seller or PRG are necessary to authorize the execution, delivery and performance of this Agreement by Seller and PRG.

     3.3 Binding Effect. This Agreement has been duly executed and delivered by each of Seller and PRG and constitutes each such Party’s legal, valid and binding obligation, enforceable against such Party in accordance with its terms.

     3.4 No Violation; Consents. Neither the execution and delivery of this Agreement by Seller and PRG, nor the performance by them of their respective obligations hereunder, will:

(a)	violate or conflict with any provision of the Memorandum and Articles of Association of Seller or the Articles of Incorporation or Bylaws of PRG;
(b)	except as set forth on Schedule 3.4, breach or otherwise constitute or give rise to a default under any contract, commitment or other obligation to or by which Seller or PRG is a party or is bound, except to the extent any such breach or default would not have a material adverse effect on the Company and the Subsidiaries taken as a whole;
(c)	violate any statute, ordinance, law, rule, regulation, judgment, order, award or decree of any court or other governmental or regulatory authority to which Seller or PRG is, or any of their respective assets are, subject, except to the extent any such violation would not have a material adverse effect on the Company and the Subsidiaries taken as a whole; or
(d)	require any consent, approval or authorization of, notice to, or filing, recording, registration or qualification with any governmental or regulatory authority by Seller or PRG, except to the extent any failure to do so would not have a material adverse effect on the Company and the Subsidiaries taken as a whole.

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     3.5 Title to Shares. Seller is the sole legal and beneficial owner of the Shares and is the sole legal owner of the MVRSL Shares, in each case free and clear of any and all Liens.

     3.6 Corporate Structure.

          (a) The Company is a single member private limited company duly incorporated and validly existing under the laws of Ireland. MVRSL is a single member private limited company duly incorporated and validly existing under the laws of the United Kingdom. Neither PRG nor Seller has taken any action to wind-up or dissolve the Company or MVRSL.

          (b) Except for the Subsidiaries or as otherwise set forth in the Seller Disclosure Schedules, to Seller’s knowledge, neither the Company nor MVRSL owns any interest in any partnership, corporation, limited liability company or other entity.

     3.7 Capitalization.

          (a) The authorized share capital of the Company consists solely of 1,015,000 ordinary shares of EUR1.269738 each and 2 “C” redeemable ordinary shares of EUR1.00 each, of which only the Shares and the Averio C Share are issued and outstanding, and, other than the Averio C Share, there are no shares issued or allotted in the Company which are not legally and beneficially owned by Seller. All of the Shares and the Averio C Share are fully paid up or credited as fully paid up.

          (b) The authorized share capital of MVRSL consists solely of 1,000 ordinary shares of £1.00 each, of which only the MVRSL Shares are issued and outstanding, and there are no shares issued or allotted in MVRSL which are not legally owned by Seller. The Company indirectly beneficially owns the MVRSL Shares. All of the MVRSL Shares are fully paid up or credited as fully paid up.

          (c) There are no outstanding options, warrants, calls, rights, commitments or agreements obligating Seller or, to Seller’s knowledge the Company or MVRSL, to issue, deliver or sell any shares of the capital stock of the Company or MVRSL, and, to Seller’s knowledge, there are no outstanding securities or other rights which are convertible or exchangeable into capital stock of, or any other equity interest in, the Company or MVRSL.

     3.8 Subsidiaries.

          (a) To Seller’s knowledge, and except as otherwise noted on Exhibit A attached hereto, the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each Subsidiary, free and clear of any and all Liens. To Seller’s knowledge, all such shares are fully paid up or credited as fully paid up.

          (b) There are no outstanding options, warrants, calls, rights, commitments or agreements obligating Seller, or to Seller’s knowledge, the Company or any Subsidiary, to issue, deliver or sell any shares of the capital stock of any Subsidiary, and, to Seller’s knowledge, there

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are no outstanding securities or other rights which are convertible or exchangeable into capital stock of or any other equity interest in any Subsidiary.

          (c) Except for other Subsidiaries or as otherwise set forth in the Seller Disclosure Schedules, to Seller’s knowledge, no Subsidiary owns any interest in any partnership, corporation, limited liability company or other entity.

          (d) Neither PRG nor Seller has taken any action to wind-up or dissolve any Subsidiary.

     3.9 No Commitments. Since April 1, 2001, neither PRG nor Seller has provided or arranged for the Company, MVRSL or any Subsidiary to incur any material obligation or liability or give any undertaking or enter into any transaction which would create any material liability for the Company, MVRSL or any Subsidiary, except for any such matters about which Purchaser has knowledge.

     3.10 Taxes. All actions taken by, and corporate transactions implemented directly by, PRG or Seller, including, without limitation, distributions, reorganizations, reconstructions, cash movements, disposals or any other transaction (tax-based or otherwise) involving or affecting the Company or any of the Subsidiaries, and effected outside the ordinary course of business, have been carried out in accordance with all rules, regulations and legislation in relation to Taxes and any and all “Tax” (as hereinafter defined) liabilities arising therefrom have been properly paid or properly accrued for in the accounts of the Company, MVRSL or a Subsidiary. There are no tax sharing agreements or other similar arrangements pursuant to which the Company, MVRSL or any Subsidiary would have liability for any Tax obligation of PRG or any other entity controlled by it. For the purposes of this Agreement, “Tax” shall mean any tax or fee (including interest and penalties) imposed by or payable to any governmental or other taxing authority of any jurisdiction.

     3.11 Insolvency. Neither PRG nor Seller is insolvent or unable to pay its debts as they become due, and the consummation of the transactions contemplated by this Agreement will not render either PRG or Seller insolvent or unable to pay its debts as they become due.

     3.12 Brokers. Seller has not incurred any liability for brokerage fees, finder’s fees, agent’s commissions other similar forms of compensation in connection with the transactions contemplated by this Agreement, other than the fees owed by it to Rothschild Inc. as a result of the consummation of such transactions.

     3.13 No Other Representations. NEITHER SELLER NOR PRG MAKES ANY REPRESENTATION OR WARRANTY ABOUT THE COMPANY, MVRSL OR ANY SUBSIDIARY, EXCEPT TO THE EXTENT EXPRESSLY MADE IN THIS ARTICLE 3. IN ADDITION, NEITHER SELLER NOR PRG MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FORWARD-LOOKING PROJECTION, FORECAST, BUDGET, FINANCIAL DATA OR OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, THOSE SUPPLIED IN ANY DATA ROOM, ANY MANAGEMENT PRESENTATION OR THE CONFIDENTIAL INFORMATION

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MEMORANDUM, DATED SEPTEMBER 2006, PROVIDED TO PURCHASER BY PRG. PURCHASER IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF SUCH MATTERS.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Seller as follows

     4.1 Organization and Good Standing. Purchaser is a private company limited by shares duly incorporated and validly existing under the laws of Ireland, and Purchaser’s only directors and shareholders are the Company Directors.

     4.2 Power and Authority. Purchaser has the power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser, and no other proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Purchaser.

     4.3 Binding Effect. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

     4.4 No Violation; Consents. Neither the execution and delivery of this Agreement by Purchaser nor the performance by it of its obligations hereunder will:

(a)	violate or conflict with any provision of the Memorandum and Articles of Association of Purchaser;
(b)	breach or otherwise constitute or give rise to a default under any contract, commitment or other obligation to or by which Purchaser is a party or is bound, except to the extent any such breach or default would not have a material adverse effect on Purchaser;
(c)	violate any statute, ordinance, law, rule, regulation, judgment, order or decree of any court or other governmental or regulatory authority to which Purchaser is subject, except to the extent any such violation would not have a material adverse effect on Purchaser; or
(d)	require any consent, approval or authorization of, notice to, or filing, recording, registration or qualification with any third party, court or governmental or regulatory authority.

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     4.5 Competition Act. There is no requirement for a notification of the transaction contemplated by this Agreement to the Irish Competition Authority under Section 18(1) of the Competition Act 2002, as amended.

     4.6 No Actual Knowledge. As of the execution of this Agreement, no Company Director has any actual knowledge of a breach of any representation or warranty made by PRG or Seller in this Agreement, and Purchaser is not currently preparing to make a claim against PRG or Seller with respect to any such breach.

     4.7 Brokers. Purchaser has not incurred any liability for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation in connection with the transactions contemplated by this Agreement, other than the fees owed by it to its professional advisors as a result of the consummation of such transactions.

     4.8 Title to Averio C Share. Purchaser is the sole legal and beneficial owner of the Averio C Share, free and clear of any and all Liens.

ARTICLE 5
OTHER AGREEMENTS OF THE PARTIES

     5.1 Reasonable Efforts. Each Party shall use all reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Purchaser shall be solely responsible for the cost of obtaining any and all regulatory approvals necessary for the consummation by it of the transactions contemplated by this Agreement.

     5.2 Expenses. Each Party hereto shall pay its own fees and expenses (including the fees and expenses of its attorneys, accountants, investment bankers, brokers, financial advisors and other professionals) incurred in connection with this Agreement and all transactions contemplated hereby.

     5.3 Publicity. Neither Party shall issue any press release, written public statement or announcement relating to this Agreement or the transactions contemplated hereby without the written prior approval of the other Party in each instance, except to the extent such disclosure is required by law (in which case such Party shall use all reasonable efforts to give the other Party prior notice thereof).

     5.4 Transfer Taxes. Purchaser shall be solely responsible for paying any and all transfer, stamp or other similar taxes arising as a result of the transactions contemplated by this Agreement.

     5.5 Access to Information. For a period of seven (7) years following the Closing, Purchaser shall, upon reasonable advance notice from PRG and at PRG’s sole expense, (a) afford to PRG and its representatives, agents, counsel and accountants access during normal business

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hours to the books, records, employees, facilities and agents of the Company, MVRSL and the Subsidiaries, and (b) furnish such financial and operating data and other information relating to the Company, MVRSL and the Subsidiaries, in each case solely to the extent necessary to permit PRG to determine any matter relating to its rights and obligations under this Agreement or in respect of any period prior to or including the Closing, and provided PRG complies with all confidentiality requirements reasonably imposed by Purchaser.

     5.6 Officers and Directors. As soon as reasonably practicable after the Closing, Purchaser shall take all reasonable action to ensure that James McCurry, Peter Limeri, Victor Allums and all other employees of PRG or any entity controlled by it have been removed as an officer and director of the Company, MVRSL and each Subsidiary.

     5.7 Health, Dental and Vision Insurance for U.S. Employees. For the period beginning at the Closing and continuing through June 30, 2007, PRG shall extend to the individuals listed on Schedule 5.7 (all of whom are U.S. employees of the Company, MVRSL or a Subsidiary and are participating in PRG’s United States health, dental and vision plans (collectively, the “US Health Plans”) as of the Closing) continued health care coverage under the US Health Plans on the same terms as before the Closing (as if such individuals continued to be employed by PRG or an affiliate of PRG who is a signatory to the US Health Plans). On June 30, 2007, such continued coverage shall lapse, and such individuals shall be entitled to COBRA coverage (provided such individuals and/or their dependents make a proper COBRA election, pay any required premiums and otherwise continue to qualify for COBRA coverage). Purchaser shall promptly reimburse PRG for all costs PRG or the US Health Plans incur as a result of or otherwise relating to the extension of such coverage for such individuals, including, without limitation, any insurance premiums for such coverage and any costs or claims PRG or the US Health Plans incur relating to such period of extended coverage.

     5.8 Insurance.

          (a) Subject to the provisions of this Section 5.8, for a period of six (6) years following the Closing, PRG shall use its commercially reasonable efforts to maintain insurance coverage (either with its current insurance provider or with one or more new providers) with respect to the operation of the Company, MVRSL and the Subsidiaries prior to the Closing (including, without limitation, directors and officers insurance and errors and omissions insurance) which is not materially less favorable than the insurance coverage PRG has therefor as of the Closing.

          (b) Subject to the provisions of this Section 5.8, upon the request of Purchaser in each instance, PRG shall make and pursue a claim under such Insurance for the benefit of the Company, MVRSL or any Subsidiary relating to any event occurring prior to the Closing giving rise to a liability of the Company, MVRSL or any Subsidiary and in respect of which a claim under such insurance could reasonably be made. PRG shall keep Purchaser reasonably apprised as to the status of any such claim, shall cooperate with Purchaser in good faith in connection with the pursuit of any such claim, and shall promptly pay any net insurance proceeds received by it with respect to any such claim to Purchaser.

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          (c) Notwithstanding anything else contained herein to the contrary: (i) Purchaser shall, within thirty (30) days after receipt of an invoice therefor from PRG, reimburse PRG for the portion of any insurance premium paid by PRG to maintain the insurance coverage contemplated by subsection (a) above (as reasonably determined by PRG’s corresponding insurance provider); (ii) Purchaser’s rights under this Section 5.8 are subject to the relevant terms of the underlying policies (including, without limitation, applicable deductibles); (iii) Purchaser shall, within thirty (30) days after receipt of an invoice therefor from PRG, reimburse PRG for all reasonable costs incurred by PRG in connection with the performance of its obligations under this Section 5.8; and (iv) PRG’s obligations under this Section 5.8 shall cease in the event Purchaser fails to pay PRG any past due amounts owed by it pursuant to this subsection (c) within ten (10) days after receipt of written notice from PRG.

     5.9 Mutual Release.

          (a) PRG, on behalf of itself and each entity controlled by it, hereby releases and forever discharges and covenants not to sue each of Purchaser, the Company, MVRSL and each Subsidiary, and any of their respective officers or directors, from any and all claims, demands, liabilities, rights, remedies, causes of action, damages and suits of every kind or nature, whether known or unknown, whether or not previously asserted, which arise out of or relate to actions or omissions occurring prior to the Closing; provided, however, this release shall not apply to any breach of this Agreement or the Purchaser Non-Compete.

          (b) Purchaser, on behalf of itself, the Company, MVRSL and each Subsidiary, hereby releases and forever discharges and covenants not to sue each of PRG and each entity controlled by it, and any of their respective officers or directors, from any and all claims, demands, liabilities, rights, remedies, causes of action, damages and suits of every kind or nature, whether known or unknown, whether or not previously asserted, which arise out of or relate to actions or omissions occurring prior to the Closing (including, without limitation, all obligations under any guarantees made prior to the Closing by PRG, Seller or any other entity controlled by PRG in favor of the Company, MVRSL or any Subsidiary); provided, however, this release shall not apply to any breach of this Agreement or the PRG Non-Compete.

          (c) Effective as of the Closing, all agreements (other than this Agreement, the Novation Agreement, the Non-Competition Agreements, the Letter Agreement, any agreements between PRG and any Company Director with respect to the payment of a retention bonus and any other agreements entered into pursuant to this Agreement) in existence between Purchaser, the Company, any Company Director, MVRSL or any Subsidiary, on one hand, and PRG, Seller or any other entity controlled by PRG, on the other hand, are terminated and no such agreement shall have any further force or effect.

ARTICLE 6
INDEMNIFICATION

     6.1 Survival of Representations and Warranties. Notwithstanding anything else contained herein to the contrary, the representations and warranties made in this Agreement shall survive the Closing for a period of eighteen (18) months, and any claim for indemnification

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under this Article 6 must be made prior to the expiration of such period; provided, however, the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.8 shall survive until the expiration of the applicable statute of limitations, and the representation and warranty contained in Section 3.10 shall survive the Closing for a period of six (6) years.

     6.2 Indemnification by Seller.

          (a) Subject to Section 6.1 and this Section 6.2, Seller and PRG hereby indemnify and agree to promptly defend and hold harmless Purchaser from and against any and all costs, expenses (including, without limitation, attorneys’ fees and court costs), judgments, penalties, fines, damages, losses and liabilities (collectively, “Losses”) incurred by it resulting from or arising out of: (i) any breach of any representation or warranty made by Seller or PRG in this Agreement; and (ii) any breach of any covenant or agreement of Seller or PRG contained in this Agreement.

          (b) Notwithstanding anything else contained herein to the contrary, the aggregate liability of Seller and PRG pursuant to Section 6.2(a) shall not exceed an amount equal to seventy-five percent (75%) of the Total Purchase Price actually paid by Purchaser.

          (c) Notwithstanding anything else contained herein to the contrary, neither Seller nor PRG shall have any liability to Purchaser pursuant to Section 6.2(a) unless and until the aggregate amount of all Losses for which Purchaser is entitled to indemnification thereunder exceeds EUR350,000, in which event Purchaser shall be entitled to recover all of such Losses and not just the excess thereof (subject to the other provisions of this Agreement); provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 shall not be subject to the limitations of this Section 6.2(c).

          (d) Notwithstanding anything else contained herein to the contrary, Purchaser shall not be entitled to make any claim for Losses pursuant to Section 6.2(a) (or to apply any such claim against the amount set forth in Section 6.2(c)) unless the amount of such claim exceeds EUR35,000); provided, however, the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 shall not be subject to the limitations of this Section 6.2(d). Where a series of claims relate to or arise from the same event or matter, such claims shall be treated as a single claim for purposes of this Section 6.2(d).

          (e) Notwithstanding anything else contained herein to the contrary, the amount of any Losses recoverable by Purchaser pursuant to Section 6.2(a) shall be net of: (i) any insurance proceeds and recoveries from third parties actually received by (or otherwise in the ordinary course of business available to) Purchaser with respect to the underlying claims therefor; and (ii) any net Tax savings actually realized by (or otherwise in the ordinary course of business available to) Purchaser with respect to the underlying claims therefor.

          (f) Subject to the other provisions of this Section 6.2, in the event Purchaser delivers a claim for indemnification pursuant to this Article 6 (a “Claim”) to Seller in writing and a payment required by Sections 1.2(b), (c) or (d) becomes due before such Claim is resolved

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pursuant to this Agreement, then the amount of such Claim shall be deducted from the amount of the payment required by Section 1.2(b), (c) or (d), as the case may be. If Seller disputes all or any portion of such Claim, then Purchaser shall pay the disputed portion thereof (not to exceed the total amount of the payment due from Purchaser) into escrow in accordance with this Section 6.2(f) on or before the due date for the payment required by Section 1.2(b), (c) or (d), as the case may be. Any such escrow arrangement shall be with a bank designated by Seller serving as escrow agent, shall contain such bank’s normal and customary terms of escrow, and shall provide that the escrowed amounts shall only be released in accordance with written instructions signed by both Purchaser and Seller or as directed in any applicable court order. Each of Purchaser and Seller hereby agree to execute and deliver written instructions to any such escrow agent consistent with the final resolution of the dispute in accordance with this Agreement.

     6.3 Indemnification by Purchaser. Subject to Section 6.1, Purchaser hereby indemnifies and agrees to promptly defend and hold harmless Seller and PRG from and against any and all Losses incurred by it resulting from or arising out of: (a) any breach of any representation or warranty made by Purchaser in this Agreement; (b) any breach of any covenant or agreement of Purchaser contained in this Agreement; and (c) any guarantees made prior to the Closing by PRG, Seller or any entity controlled by PRG in favor of a third party with respect to any obligation of the Company, MVRSL or any Subsidiary.

     6.4 Administration of Third Party Claims.

          (a) Whenever any claim shall arise for indemnification under this Article 6, the Party entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party or Parties (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement (a “Third Party Claim”), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. Notwithstanding the foregoing, if the Indemnified Party fails to provide such timely notice, such failure will not relieve the Indemnifying Party of its obligations under this Article 6 unless (and then only to the extent that) the Indemnifying Party is materially prejudiced as a result of such failure or delay.

          (b) The Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding except in accordance with this Section. With respect to any Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing and shall have the right to compromise or settle such Third Party Claim at its expense. The Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming it has received reasonably adequate advance notice of a covered claim, in the event the Indemnifying Party, after two-thirds of the period for the presentation of a defense against any such Third Party Claim, fails to begin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

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     6.5 Exclusive Remedy. Each Party’s rights of indemnification contained in this Article 6 shall be its exclusive remedy for any claims of any breach of or other cause of action of any type arising under or as a result of this Agreement, the transactions contemplated hereby or the negotiations and actions leading hereto.

     6.6 No Consequential Damages. Neither Party shall have any liability hereunder to the other Party or to any other person or entity for any consequential or indirect damages.

     6.7 Subrogation. In the event an Indemnifying Party pays an Indemnified Party’s Losses pursuant to this Article 6, such Indemnifying Party shall be subrogated to the rights the Indemnified Party has against any third party with respect thereto (and, upon the reasonable request of the Indemnifying Party, the Indemnified Party shall take appropriate actions necessary to transfer and assign such rights to the Indemnifying Party).

ARTICLE 7
MISCELLANEOUS

     7.1 Notices.

          (a) All notices, consents, requests and other communications hereunder shall be in writing and shall be sent by hand delivery, by certified or registered mail (return-receipt requested), or by a recognized national overnight courier service as set forth below:

If to Seller or PRG:	PRG-Schultz International, Inc.
	600 Galleria Parkway
	Suite 600
	Atlanta, Georgia 30339
	United States
	Attention: General Counsel
with a copy to:	Stephen E. Lewis, Esq.
	Troutman Sanders LLP
	600 Peachtree Street, N.E.
	Suite 5200
	Atlanta, Georgia 30308-2216
	United States
and a copy to:	John Olden, Esq.
	A&L Goodbody
	International Financial Services Centre
	Northwall Quay
	Dublin 1
	Ireland

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If to Purchaser:	Averio Holdings Limited
	Tallaght Business Park
	Tallaght,
	Dublin 24
	Ireland
	Attention: Mark O’Riordan
with a copy to:	Michael Meghen, Esq./John Matson, Esq.
	Arthur Cox
	Earlsfort Centre
	Earlsfort Terrace
	Dublin 2
	Ireland

          (b) Notices delivered pursuant to Section 7.1(a) shall be deemed given: (i) at the time delivered, if personally delivered; (ii) at the time received, if mailed; and (iii) two (2) business day after timely delivery to the courier, if by overnight courier service.

          (c) Any Party hereto may change the address to which notice is to be sent by written notice to the other Parties in accordance with this Section 7.1.

     7.2 Entire Agreement. This Agreement, together with the Non-Competition Agreements and the Exhibits and Schedules hereto, contains the entire agreement and understanding concerning the subject matter hereof among the Parties and specifically supersedes any other agreement or understanding among the Parties related to the subject matter hereof; provided, however, that the letter agreements regarding confidentiality between Seller, on the one hand, and each of Purchaser, Les Baer and Ken Ogawa, on the other hand, as each such letter is dated September 28, 2006, September 29, 2006 and September 29, 2006, respectively, shall remain in full force and effect.

     7.3 Waiver; Amendment. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon any Party unless confirmed in writing by it. No waiver by any Party of any term or provision of this Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. This Agreement may not be modified or amended except by a writing executed by all Parties.

     7.4 Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

     7.5 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America. The Parties hereby submit to the jurisdiction of the United States District Court for the Northern District of Georgia and of any Georgia state court sitting in Atlanta for the purposes of all legal

15

proceedings arising out of or relating to this Agreement. In addition, each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding which is brought in any such court.

     7.6 Assignment. No Party may assign this Agreement, in whole or in part, without the prior written consent of the other Parties, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

     7.7 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

     7.8 Headings. The titles, captions and headings contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect in any way the meaning or interpretation of this Agreement.

     7.9 Reference with Agreement. Numbered or lettered articles, sections, paragraphs, subsections, schedules and exhibits herein contained refer to articles, sections, paragraphs, subsections, schedules and exhibits of this Agreement unless otherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “hereby,” “this Agreement” and other similar references shall be construed to mean and include this Agreement and all amendments to it unless the context shall clearly indicate or require otherwise.

     7.10 Interpretation. This Agreement shall not be construed more strictly against any Party hereto regardless of which Party is responsible for its preparation, it being agreed that this Agreement was fully negotiated by all Parties.

     7.11 Definition of Knowledge.

          (a) Any reference in this Agreement or in any certificate delivered pursuant hereto to Seller’s “knowledge” (whether to “the best of” Seller’s knowledge or other similar expressions relating to the knowledge or awareness of Seller) means the actual knowledge of James McCurry, Peter Limeri and Victor Allums as of the date of this Agreement.

          (b) Subject to Section 4.6, any reference in this Agreement or in any certificate delivered pursuant hereto to Purchaser’s “knowledge” (whether to “the best of” Purchaser’s knowledge or other similar expressions relating to the knowledge or awareness of Purchaser) means the actual knowledge of any Company Director as of the date of this Agreement and all matters any Company Director reasonably would have been expected to know in the ordinary course of performance of his duties as an officer, director or employee of the Company prior to the Closing.

     7.12 Further Assurances. Upon the reasonable request of any other Party, each Party agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoing, the Parties acknowledge and agree that the Company, MVRSL and the Subsidiaries, in the ordinary course

16

of their business, use the services of Transporters VAT Reclaim Limited and Meridian VAT Trustees Limited (together, the “Trust Companies”) and that, upon the reasonable request of Purchaser, PRG and Seller shall take any and all actions necessary to enable the Company, MVRSL and the Subsidiaries to continue to use the services of the Trust Companies in the same manner after the Closing; provided, however, Purchaser shall pay any and all reasonable costs incurred by PRG or Seller in connection therewith.

     7.13 Counterparts; Fax Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same Agreement. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such Party.

[Signatures Appear on the Following Page]

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     IN WITNESS WHEREOF, the undersigned have caused their respective duly authorized representatives to execute this Agreement as of the day and year first above written.

“Seller”
MERIDIAN CORPORATION LIMITED
By: Title:	/s/ Peter Limeri Director
“PRG”
PRG-SCHULTZ INTERNATIONAL, INC.
By: Title:	/s/ Peter Limeri CFO
“Purchaser”
AVERIO HOLDINGS LIMITED
By: Title:	/s/ Mark O’Riordan CEO

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EXHIBIT A

Subsidiaries

Name	Jurisdiction
Meridian VAT Reclaim, Inc.	Delaware, USA
Meridian VAT Processing (N. America) Limited	Ireland
Meridian VAT Processing (International) Limited	Ireland
Meridian VAT Processing (Japan) Limited	Ireland
Meridian VAT Reclaim Canada, Inc.	Ontario, Canada
VATClaim International (Ireland) Limited	Ireland
Meridian VAT Reclaim France, S.A.R.L.	France
Meridian VAT Reclaim Hong Kong Limited	Hong Kong
Meridian, Inc.	Japan
Meridian VAT Reclaim (India) Private Limited	India
Meridian VAT Reclaim (UK) Limited	United Kingdom
Meridian VAT Reclaim (Schweiz) AG	Switzerland
Meridian VAT Reclaim GmbH	Germany
Meridian VAT Reclaim Korea Co. Limited	Korea
Meridian VAT Reclaim (Australia) Pty. Limited	Australia
Vatclaim International (UK) Limited	United Kingdom
Meridian Sverige AB*	Sweden

* Meridian VAT Processing (International) Limited owns 80% of the issued and outstanding equity interests of Meridian Sverige. The remaining 20% are owned by one or more unaffiliated entities.

EXHIBIT B

Intercompany Debt

Description	Amount
Loan to PRGFS from Meridian VAT Reclaim, Inc.— Principal	EUR	(694,666	)
Loan to PRGFS from Meridian VAT Reclaim, Inc.—Interest	EUR	(69,896	)
Health Benefits — Meridian VAT Reclaim, Inc. to PRGI	EUR	12,582
Cross Charges from PRGI to Meridian	EUR	(36,107	)
PRG UK payable to Meridian for Profit Improvement Center	EUR	(2,168,801	)
PRGI Management Fee charge to Meridian	EUR	750,802
JA Ewing payable to Meridian VAT Reclaim, Inc.	EUR	(162,313	)
Net Amount	EUR	(2,368,399	)

EX-10.1

Exhibit 10.1

EXECUTION VERSION

NON-COMPETITION AGREEMENT

     THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and between AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”), and PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”).

BACKGROUND:

     A. Contemporaneously with the execution of this Agreement, Purchaser, PRG and Meridian Corporation Limited, a private limited company organized under the laws of the Isle of Jersey and a wholly owned subsidiary of PRG (“Seller”), are entering into a Sale of Shares Agreement (the “Purchase Agreement”), pursuant to which Purchaser is purchasing from Seller all of the issued and outstanding capital stock of Meridian VAT Reclaim Operations Limited (the “Company”) and Meridian VAT Reclaim Services Limited (“MVRSL”)

     B. As an inducement to Purchaser to enter into the Purchase Agreement, and in accordance with Section 2.2 thereof, PRG is entering into this Agreement.

     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Confidentiality. During the three (3) year period beginning on the date hereof, PRG shall regard and treat each item of information or data constituting “Confidential Information” (as hereinafter defined) as strictly confidential and wholly owned by Purchaser, and PRG shall not, directly or indirectly, use for any purpose, or distribute, disclose or otherwise communicate to any other person or entity, any Confidential Information, in each case except to the extent otherwise permitted in writing in advance by Purchaser or as otherwise required by law; provided, however, to the extent any Confidential Information constitutes a “trade secret” under applicable law, the restriction contained in this Section 1 shall continue to apply beyond such three (3) year period for so long as such information remains a trade secret. For purposes hereof, “Confidential Information” shall mean the valuable and proprietary ideas, information, knowledge and discoveries (whether or not patentable) of Purchaser and the entities controlled by Purchaser that are not generally known to the competitors of Purchaser, including, without limitation, methods, equipment, compositions, technology, business plans, marketing plans, internal memoranda, formulae, trade secrets, know-how, research and development programs, sales methods, customer and supplier lists, pricing and sourcing information, mailing lists, customer usages and requirements, proprietary computer programs (including source and object codes), employee information and other confidential technical business information and data.

     2. Non-Competition. During the three (3) year period beginning on the date hereof, PRG shall not, without the prior written consent of Purchaser, directly or indirectly, own,

operate, carry on or engage in any business which provides value added tax recovery services, other than “Domestic VAT Services” (as hereinafter defined). For purposes hereof, “Domestic VAT Services” shall mean 6^th Directive VAT Audit services which identify under-recoveries of value added taxes by a client in its local VAT returns (Form 3s).

     3. Non-Solicitation of Personnel. During the three (3) year period beginning on the date hereof, PRG shall not, without the prior written consent of Purchaser in each instance, directly or indirectly: (a) hire, engage or employ any employee or other personnel of Purchaser or any entity controlled by Purchaser; (b) solicit or attempt to solicit any employee or other personnel of Purchaser or any entity controlled by Purchaser to terminate his or her affiliation with Purchaser or any entity controlled by Purchaser or to violate the terms of any employment agreement between him or her and Purchaser or any entity controlled by Purchaser; or (c) contact any employee or other personnel of Purchaser or any entity controlled by Purchaser for any purpose prohibited by subsections (a) or (b) above.

     4. Subsidiaries. PRG shall cause each entity controlled by it to abide by the restrictions on PRG contained in this Agreement.

     5. Specific Performance. PRG acknowledges and agrees that any breach of this Agreement by it will cause irreparable damage to Purchaser, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach may be inadequate. Accordingly, and without prejudice to Section 7(g) below, PRG agrees that Purchaser shall be entitled to obtain, in the jurisdiction where the breach occurs, an order for specific performance and/or other injunctive relief and/or damages to enforce or prevent any breach of this Agreement by it.

     6. Name Change. Promptly after the date hereof, PRG shall cause Seller to change its name under the laws of the Isle of Jersey to a name which does not include the word “Meridian” or any other word which is intended to, or is reasonably likely to be, confused with the word “Meridian.” In addition, as soon as reasonably practicable after such name change is completed, PRG shall notify Purchaser of Seller’s new name and the effective date thereof.

     7. Miscellaneous.

     (a) This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both parties hereto. No waiver by either party hereto of any term or provision of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

     (b) If it is judicially determined that PRG has violated any of the restrictions contained in this Agreement, the time period of such restriction shall be automatically

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extended by a period of time equal in length to the period during which such violation occurred.

     (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America.

     (d) This Agreement may not be assigned, in whole or in part, by either party hereto without the prior written consent of the other party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

     (e) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     (f) If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. PRG hereby acknowledges and agrees that it is entering into this Agreement ancillary to the sale of a business from which it shall derive a material economic benefit and that this Agreement shall be interpreted and enforced under legal standards applicable to covenants entered into ancillary to the sale of a business.

     (g) The parties hereto hereby submit to the jurisdiction of the United States District Court for the Northern District of Georgia and of any Georgia state court sitting in Atlanta for the purposes of all legal proceedings arising out of or relating to this Agreement, with the sole exception of those contemplated by Section 5 above. In addition, each party hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding which is brought in any such court.

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     IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the day and year first above written.

“Purchaser”
AVERIO HOLDINGS LIMITED
By: Title:	/s/ Mark O’Riordan CEO
“PRG”
PRG-SCHULTZ INTERNATIONAL, INC.
By: Title:	/s/ Peter Limeri CFO

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EX-10.2

Exhibit 10.2

NON-COMPETITION AGREEMENT

     THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and between AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”), and PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”).

BACKGROUND:

     A. Contemporaneously with the execution of this Agreement, Purchaser, PRG and Meridian Corporation Limited, a private limited company organized under the laws of the Isle of Jersey and a wholly owned subsidiary of PRG (“Seller”), are entering into a Sale of Shares Agreement (the “Purchase Agreement”), pursuant to which Purchaser is purchasing from Seller all of the issued and outstanding capital stock of Meridian VAT Reclaim Operations Limited and Meridian VAT Reclaim Services Limited.

     B. As an inducement to PRG and Seller to enter into the Purchase Agreement, and in accordance with Section 2.3 thereof, Purchaser is entering into this Agreement.

     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Confidentiality. During the three (3) year period beginning on the date hereof, Purchaser shall regard and treat each item of information or data constituting “Confidential Information” (as hereinafter defined) as strictly confidential and wholly owned by PRG, and Purchaser shall not, directly or indirectly, use for any purpose, or distribute, disclose or otherwise communicate to any other person or entity, any Confidential Information, in each case except to the extent otherwise permitted in writing in advance by PRG or as otherwise required by law; provided, however, to the extent any Confidential Information constitutes a “trade secret” under applicable law, the restriction contained in this Section 1 shall continue to apply beyond such three (3) year period for so long as such information remains a trade secret. For purposes hereof, “Confidential Information” shall mean the valuable and proprietary ideas, information, knowledge and discoveries (whether or not patentable) of PRG and the entities controlled by PRG that are not generally known to the competitors of PRG, including, without limitation, methods, equipment, compositions, technology, business plans, marketing plans, internal memoranda, formulae, trade secrets, know-how, research and development programs, sales methods, customer and supplier lists, pricing and sourcing information, mailing lists, customer usages and requirements, proprietary computer programs (including source and object codes), employee information and other confidential technical business information and data.

     2. Non-Competition. During the three (3) year period beginning on the date hereof, Purchaser shall not, without the prior written consent of PRG in each instance, directly or indirectly, own, operate, carry on or engage in any business which: (a) provides accounts payable recovery audit services in Austria, Belgium, the Czech Republic, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, Switzerland, the United Kingdom, or the State of New York or the State of Georgia; or (b) provides “Domestic VAT Services” (as hereinafter defined) to any entity (or any entity controlled by any such entity) listed on Exhibit A attached hereto and incorporated herein by this reference (all of which are clients of PRG or its affiliates). For purposes hereof, “Domestic VAT Services” shall mean 6^th Directive VAT Audit services which identify under-recoveries of value added taxes by a client in its local VAT returns (Form 3s).

     3. Non-Solicitation of Personnel. During the three (3) year period beginning on the date hereof, Purchaser shall not, without the prior written consent of PRG in each instance, directly or indirectly: (a) hire, engage or employ any employee or other personnel of PRG or any entity controlled by PRG; (b) solicit or attempt to solicit any employee or other personnel of PRG or any entity controlled by PRG to terminate his or her affiliation with PRG or any entity controlled by PRG or to violate the terms of any employment agreement between him or her and PRG or any entity controlled by PRG; or (c) contact any employee or other personnel of PRG or any entity controlled by PRG for any purpose prohibited by subsections (a) or (b) above.

     4. Subsidiaries. Purchaser shall cause each entity controlled by it to abide by the restrictions on Purchaser contained in this Agreement.

     5. Specific Performance. Purchaser acknowledges and agrees that any breach of this Agreement by it will cause irreparable damage to PRG, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach may be inadequate. Accordingly, and without prejudice to Section 6(g) below, Purchaser agrees that PRG shall be entitled to obtain, in the jurisdiction where the breach occurs, an order for specific performance and/or other injunctive relief and/or damages to enforce or prevent any breach of this Agreement by it.

     6. Miscellaneous.

     (a) This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both parties hereto. No waiver by either party hereto of any term or provision of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

     (b) If it is judicially determined that Purchaser has violated any of the restrictions contained in this Agreement, the time period of such restriction shall be automatically extended by a period of time equal in length to the period during which

such violation occurred.

     (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America.

     (d) This Agreement may not be assigned, in whole or in part, by either party hereto without the prior written consent of the other party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

     (e) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     (f) If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. Purchaser hereby acknowledges and agrees that it is entering into this Agreement ancillary to the sale of a business from which it shall derive a material economic benefit and that this Agreement shall be interpreted and enforced under legal standards applicable to covenants entered into ancillary to the sale of a business.

     (g) The parties hereto hereby submit to the jurisdiction of the United States District Court for the Northern District of Georgia and of any Georgia state court sitting in Atlanta for the purposes of all legal proceedings arising out of or relating to this Agreement, with the sole exception of those contemplated by Section 5 above. In addition, each party hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding which is brought in any such court.

     IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the day and year first above written.

“Purchaser”
AVERIO HOLDINGS LIMITED
By: Title:	/s/ Mark O’Riordan CEO

“PRG”
PRG-SCHULTZ INTERNATIONAL, INC.
By: Title:	/s/ Peter Limeri CFO

The parties hereto hereby acknowledge and agree that PRG would not receive the benefits bargained for in this Agreement if certain shareholders of Purchaser, directly or indirectly, took any of the actions Purchaser has agreed in this Agreement not to take. Accordingly, each of the undersigned, together representing all of the owners of Purchaser, hereby agrees that he will, directly and indirectly, abide by the same restrictions which apply to Purchaser under this Agreement.

/s/ Mark O’Riordan	May 30, 2007
Mark O’Riordan	Date
/s/ Paul Dundon	May 30, 2007
Paul Dundon	Date
/s/ Ken Ogawa	May 30, 2007
Ken Ogawa	Date
/s/ Les Baer	May 30, 2007
Les Baer	Date

EX-99.1

Exhibit 99.1

PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES

     On May 30, 2007, PRG-Schultz International, Inc. (the “Company”) sold its Meridian VAT business (“Meridian”) to Averio Holdings Limited, a Dublin, Ireland based company affiliated with management of Meridian (the “Purchaser”). The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2007 is presented as if the sale transaction had been completed as of such date. The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2006 and the three month period ended March 31, 2007 are presented as if the sale transaction had been completed as of January 1, 2006. A nonrecurring gain on sale of approximately $20 million has not been included in the unaudited pro forma condensed consolidated statements of operations but is expected to be reflected in the Company’s Condensed Consolidated Statement of Operations to be included in the Company’s Form 10-Q for the quarter ending June 30, 2007.

     The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the sale of Meridian. The pro forma adjustments have been made to illustrate the estimated financial effect of the sale transaction as if the sale transaction had occurred on the dates set forth above. The adjustments are based upon available information and assumptions that the Company believes are reasonable as of the date of this Form 8-K filing. Assumptions underlying the pro forma adjustments are described in the notes accompanying the pro forma condensed consolidated financial information presented and should be read in conjunction with the Company’s historical financial statements and related notes contained in the Company’s quarterly report on Form 10-Q for the period ended March 31, 2007 and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006. In the opinion of management, the accompanying unaudited pro forma condensed consolidated balance sheet and statements of operation include all material adjustments necessary to reflect, on a pro forma basis, the impact of the sale transaction on the historical financial information of the Company.

     The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operation or results that might have occurred if the sale transaction had actually been completed on the indicated dates.

PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)

	As of March 31, 2007
				Pro Forma
	Historical			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	21,359		$	17,760	(a)	$	39,119
Restricted cash		3,413			(3,339)	(b)		74
Receivables:
Contract receivables, less allowances
Billed		30,930			(1,629)	(b)		29,301
Unbilled		7,790						7,790
		38,720			(1,629	)		37,091
Employee advances and miscellaneous receivables, less allowances		769			1,856	(c)		2,625
Total receivables		39,489			227			39,716
Funds held for client obligations		42,104			(42,104)	(b)		—
Prepaid expenses and other current assets		2,488			(876)	(b)		1,612
Total current assets		108,853			(28,332	)		80,521
Property and equipment, at cost		66,211			(13,840)	(b)		52,371
Less accumulated depreciation and amortization		(56,737	)		12,393	(b)		(44,344	)
Property and equipment, net		9,474			(1,447	)		8,027
Goodwill		4,600						4,600
Intangible assets, less accumulated amortization		22,715						22,715
Unbilled receivables		1,557						1,557
Deferred income taxes		171						171
Other assets		9,806			(2,549)	(b)		7,257
	$	157,176		$	(32,328	)	$	124,848
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Obligations for client payables	$	42,104			(42,104)	(b)	$	—
Accounts payable and accrued expenses		19,082			(4,769)	(b)		14,313
Accrued payroll and related expenses		29,777			(2,924)	(b)		26,853
Refund liabilities		10,207						10,207
Deferred revenue		3,631			(2,888)	(b)		743
Current portions of debt obligations		1,434						1,434
Total current liabilities		106,235			(52,685	)		53,550
Senior notes, net of unamortized discount		44,117						44,117
Senior convertible notes, including unamortized premium		67,108						67,108
Other debt obligations		15,457						15,457
Noncurrent compensation obligations		7,426						7,426
Refund liabilities		1,772						1,772
Other long-term liabilities		5,602						5,602
Total liabilities		247,717			(52,685	)		195,032
Mandatorily redeemable participating preferred stock		8,916						8,916
Shareholders’ equity (deficit):
Common stock		93						93
Additional paid-in capital		517,612						517,612
Accumulated deficit Additional paid-in capital Common stock, no par value; $.001 stated value per share. Authorized 200,000,000 shares; issued 68,069,114x shares in 2005-6 and 67,658,65668,069,114 shares in 2005-4		(570,625	)		20,357	(d)		(550,268	)
Accumulated other comprehensive income Accumulated deficit Additional paid-in capital		2,173						2,173
Treasury stock, at cost Accumulated other comprehensive income Accumulated deficit		(48,710	)					(48,710	)
Total shareholders’ equity (deficit) Unearned amortized portion of restricted stock compensation expense Treasury stock at cost; 5,764,525 shares in 2006-5 and 2005-4		(99,457	)		20,357			(79,100	)
	$	157,176		$	(32,328	)	$	124,848

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.

PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

	Year Ended December 31, 2006
				Pro Forma
	Historical			Adjustments			Pro Forma
Revenues	$	266,095		$	(40,197	)(e)	$	225,898
Cost of revenues		193,747			(31,920	)(e)		161,827
Gross margin		72,348			(8,277	)		64,071
Selling, general and administrative expenses		60,199			(3,699	)(e)		56,500
Operational restructuring expense		4,130						4,130
Operating income		8,019			(4,578	)		3,441
Interest expense, net		16,219			92	(f)		16,311
Loss on financial restructuring		10,047						10,047
Loss from continuing operations before income taxes		(18,247	)		(4,670	)		(22,917	)
Income taxes		2,019			(854	)(g)		1,165
Loss from continuing operations	$	(20,266	)	$	(3,816	)	$	(24,082	)
Loss per common share from continuing operations:
Basic	$	(3.20	)				$	(3.78	)
Diluted	$	(3.20	)				$	(3.78	)
Weighted-average common shares outstanding:
Basic		6,616						6,616
Diluted		6,616						6,616

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.

PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

	Three Months Ended March 31, 2007
			Pro Forma
	Historical		Adjustments			Pro Forma
Revenues	$	66,908	$	(9,878	)(e)	$	57,030
Cost of revenues		45,464		(8,223	)(e)		37,241
Gross margin		21,444		(1,655	)		19,789
Selling, general and administrative expenses		14,740		(1,058	)(e)		13,682
Operating income		6,704		(597	)		6,107
Interest expense, net		4,115		26	(f)		4,141
Earnings from continuing operations before income taxes		2,589		(623	)		1,966
Income taxes		1,055		(524	)(g)		531
Earnings from continuing operations	$	1,534	$	(99	)	$	1,435
Earnings per common share from continuing operations:
Basic	$	0.16				$	0.15
Diluted	$	0.13				$	0.12
Weighted-average common shares outstanding:
Basic		8,373					8,373
Diluted		12,164					12,164

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.

PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(a)	Adjustment represents the cash proceeds received at closing net of professional fees and less Meridian’s cash and cash equivalents as of March 31, 2007.
(b)	Adjustment represents the removal of Meridian’s assets and liabilities included in the March 31, 2007 historical balance sheet.
(c)	Adjustment represents non-contingent payment due from Purchaser due December 2007 less professional fees. This adjustment excludes contingent payments due in December 2008 and 2009.
(d)	Adjustment represents approximate gain which would have been recognized had the transaction been completed on March 31, 2007.
(e)	Adjustment represents Meridian’s revenues and expenses for the period presented.
(f)	Adjustment represents Meridian’s interest income for the period presented.
(g)	Adjustment represents income tax expense recognized during the period presented attributable to Meridian’s operations.