SUPPLEMENTAL INDENTURE

Exhibit 10.2

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of September 4, 2007 between PRG-Schultz International, Inc., a Georgia corporation (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), to the Indenture between the Company and the Trustee, dated as of March 17, 2006, as amended or supplemented from time to time, applicable to the 10% Senior Convertible Notes due 2011 (the “Indenture”).

W I T N E S S E T H:

     WHEREAS, the Company has requested the Trustee to enter into this Supplemental Indenture for the purpose of amending the Indenture in accordance with Sections 9.02 and 9.06 of the Indenture, as more particularly described below; and

     WHEREAS, consents of the Holders of at least a majority in aggregate principal amount of the Notes (as defined in the Indenture) to the execution of this Supplemental Indenture, in accordance with Section 9.02 of the Indenture, have been delivered to the Trustee.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

     Section 1.1 Section 3.01 of the Indenture is amended hereby by deleting the first paragraph thereof in its entirety and replacing such first paragraph with the following:

     The Notes are not redeemable unless one of the following has occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees and other expenses due thereunder or (ii) the issuance by the Company of a redemption notice for the redemption in full, but not in part, of the Non-Convertible Notes, so long as such redemption date for the Non-Convertible Notes is on or prior to the applicable redemption date for the Notes (the conditions described in clauses (i) and (ii), the “OPTIONAL REDEMPTION CONDITIONS”). On and after the first date on which either of the Optional Redemption Conditions has occurred, the Company may, at its option, redeem the Notes at any time and from time to time (subject to the provisions of Section 3.02 hereof regarding prior notice to the Trustee), on any date prior to Stated Maturity, upon notice as set forth in Section 3.04, at a redemption price of $1,000 per $1,000 principal amount of Notes (the “OPTIONAL REDEMPTION PRICE”), plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date.

     Section 1.2 Section 3.02 of the Indenture is hereby amended by deleting the first sentence thereof in its entirety and replacing such first sentence with the following:

     If the Company elects to redeem Notes pursuant to the redemption provisions of Section 3.01 hereof, it shall notify the Trustee at least 15 days prior but not more than 60 days prior to the Redemption Date of such intended Redemption Date, the principal amount of Notes to be redeemed and the CUSIP numbers of the Notes to be redeemed.

     Section 1.3 Section 3.04 of the Indenture is hereby amended by deleting the second sentence thereof in its entirety and replacing such second sentence with the following:

     Subject to Section 3.04 hereof, such notice shall be given not less than 15 nor more than 60 days prior to the Redemption Date for redemption pursuant to Section 3.01.

ARTICLE II

EFFECTIVE TIME

     The effectiveness of this Supplemental Indenture shall be subject to the execution and delivery by the parties hereto. Upon the satisfaction of this condition precedent, this Supplemental Indenture shall become effective without any further action by any Person as of the date hereof.

ARTICLE III

MISCELLANEOUS PROVISIONS

     Section 3.1 The Indenture, as amended and modified by this Supplemental Indenture, is in all respects ratified and confirmed; this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all the terms, conditions, and provisions of the Indenture shall remain in full force and effect, as amended and modified hereby.

     Section 3.2 This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance therewith.

     Section 3.3 The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     Section 3.4 This Supplemental Indenture may be executed in any number of counterparts and by different parties thereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

     Section 3.5 Capitalized terms used herein without definition have the meanings assigned such terms in the Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the date hereof.