Filer: The Profit Recovery Group International, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                              and deemed filed pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934
                Subject Company: Howard Schultz & Associates International, Inc.
                                                   Commission File No. 000-28000

                           CONFERENCE CALL TRANSCRIPT

                                 INVESTOR NOTICE

The Profit  Recovery  Group  International,  Inc.  ("PRG") and Howard  Schultz &
Associates International, Inc. ("HS&A") filed a joint proxy statement/prospectus
contained in PRG's  registration  statement on Form S-4 (File No.  333-69142) on
September 7, 2001 concerning the proposed  acquisition of HS&A. Investors of PRG
and HS&A are urged to read the joint  proxy  statement/prospectus  and any other
relevant   documents   filed  with  the  SEC  because  they  contain   important
information.  You may  obtain  the  documents  free  of  charge  at the  website
maintained  by the SEC at  www.sec.gov.  In addition,  you may obtain  documents
filed  with the SEC by PRG free of charge by  requesting  them in  writing  from
Leslie  Kratcoski at The Profit Recovery Group  International,  Inc., 2300 Windy
Ridge  Parkway,  Suite 100 North,  Atlanta,  GA  30339-8426  or by  telephone at
770-779-3099.

PRG and HS&A, and their respective directors and executive officers, and certain
of their  employees,  may be deemed to be  participants  in the  solicitation of
proxies  from  the   stockholders  of  PRG  and  HS&A  in  connection  with  the
acquisition. These participants may have interests in the acquisition, including
interests resulting from holding options or shares of PRG and HS&A common stock.
Information  about the interests of directors and executive  officers of PRG and
HS&A and their ownership of securities of PRG and HS&A is set forth in the joint
proxy statement/prospectus.

Investors  should read the joint  proxy  statement/prospectus  carefully  before
making any voting or investment decisions.

Forward Looking Statements

Statements made in this transcript  which look forward in time involve risks and
uncertainties  and are  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation Reform Act of 1995. Such risks and uncertainties
include  the  possibilities  that (i) PRG may be  unable to  obtain  current  or
prospective  covenant  relief  from its lenders  and its  indebtedness  could be
accelerated  or its  credit  facility  revoked,  (ii)  if the  current  economic
slowdown continues,  PRG's clients may not return to previous purchasing levels,
and as a result  PRG may be  unable to  recognize  anticipated  revenues,  (iii)
announced  divestitures  may  require  a  longer  time to  accomplish  than  PRG
anticipates,  or may not be  consummated  at all,  and PRG may incur  additional
losses if, upon disposal, it does not receive the prices it anticipates for such
businesses  and may  incur  unanticipated  further  charges  as a result  of its
divestiture  initiatives,  (iv)  the  announced  intention  to  dispose  of  the
discontinued  operations  may result in the loss of key personnel and diminished
operating  results  in such  operations,  (v) PRG  may not  achieve  anticipated
expense  savings,  (vi) PRG's  past and future  investments  in  technology  and
e-commerce may not benefit its business, (vii) PRG's Accounts Payable and French
Taxation   Services   businesses   may  not  grow  as  expected,   (viii)  PRG's
international  expansion may prove unprofitable,  (ix) a decision to sell Groupe
Alma could result in a material net loss on the transaction; and (x) PRG may not
be able to  successfully  complete  the  acquisition  of HS & A or  successfully
integrate such firm and achieve the substantial planned post-acquisition synergy
cost savings even if the acquisition is completed. If the acquisition of HS&A is



not completed,  PRG will incur a substantial charge to operations for cumulative
out-of-pocket business combination costs incurred. Other risks and uncertainties
that may affect PRG's business  include (i) PRG's ability to effectively  manage
its business during the  divestitures  and its business  integration  with HS&A,
(ii) the possibility of an adverse  judgment in pending  securities  litigation,
(iii)  the  impact  of  certain  accounting   pronouncements  by  the  Financial
Accounting  Standards  Board  or  the  United  States  Securities  and  Exchange
Commission,  (iv) potential timing issues that could delay revenue  recognition,
(v) the effect of strikes,  (vi) future  weakness in the currencies of countries
in which PRG  transacts  business,  (vii)  changes in  economic  cycles,  (viii)
competition  from  other  companies,  (ix) the effect of  bankruptcies  of PRG's
larger clients, (x) changes in governmental  regulations  applicable to PRG, and
other  risk  factors,  detailed  in PRG's  Securities  and  Exchange  Commission
filings,  including PRG's Form S-4 filed September 7, 2001 (File No. 333-69142).
PRG disclaims any  obligation or duty to update or modify these  forward-looking
statements.





                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 1


                              PROFIT RECOVERY GROUP

                                 October 8, 2001
                                  9:00 a.m. CDT



Coordinator    Good  morning.  Welcome  to the Q3 update  conference  call.  All
               participants  will be able to listen only until the  question and
               answer  session of today's call.  This  conference  call is being
               recorded at the request of Profit Recovery Group. If you have any
               objections,  you may disconnect at this time. I would now like to
               introduce out host, Mr. John Cook. Mr. Cook, you may begin.

J. Cook        Thank you.  I'm John  Cook,  the Chief  Executive  Officer of the
               Profit Recovery Group.  I'll be hosting today's call,  along with
               Gene Ellis, our Chief Financial Officer.



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 2

               Before we begin,  I'm advised by our legal counsel that I need to
               read the following  statements:  Statements made in the course of
               this  conference  call that  state the  Company  or  management's
               intentions, hopes, beliefs,  expectations, and predictions in the
               future are forward  looking  statements.  It's  important to note
               that the Company's  actual results could differ  materially  from
               those projected in such forward- looking  statements.  Additional
               information concerning factors that could cause actual results to
               differ materially from those in the forward-looking  statement is
               contained  from time to time in the SEC  filings,  including  the
               risk  factors  section of the  Company's  Form S-4,  file  number
               333-69142, filed September 7, 2001.

               The Company  disclaims any obligation or duty to update or modify
               these  forward-looking  statements.  PRG and Howard  Schultz  and
               Associates  have  filed  a  preliminary   joint  proxy  statement
               prospectus contained in PRG's registration  statement on form S4,
               filed with the SEC on September 7, 2001.

               Investors of PRG and HSA are urged to read the preliminary  joint
               proxy prospectus and any other relevant  documents filed with the
               SEC because  they will  contain  important  information.  Further


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 3

               information,  including how to obtain  copies of these  documents
               free of charge, is outlined in the additional information section
               of our press release issued this morning.

               PRG announced today that its third quarter results would be lower
               than the outlook provided on July 26, 2001. We currently estimate
               that third quarter  revenues from  continuing  operations will be
               approximately  $71.8 million and diluted  earnings per share from
               continuing operations will be approximately $0.04.

               Our  outlook  statements  are  preliminary.  They  are  based  on
               management's  current  best  estimates  and they are  subject  to
               change.  We will report  final  results for the third  quarter of
               2001 on October 31, 2001,  at which time we will provide  further
               details and  specifics.  As such, we will refrain from  providing
               additional   detail  at  this  time  as  our  results  are  still
               undergoing verification.

               I'd  like to take a  moment  to say  that  all of us at PRG  were
               deeply  saddened by the tragic events of September  11th. We have
               been very  fortunate  not to have lost any of our employees and I


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 4

               join  everyone at PRG in  extending  our sincere  condolences  to
               those who were affected by this tragedy.

               Our  operations  were severely  disrupted by the  September  11th
               tragedy  at the  most  critical  time in our  quarterly  business
               cycle.  The third month of every quarter  yields higher  revenues
               than either of the two proceeding  months.  During this time, our
               people hold numerous  meetings and interactions with our clients,
               during  which our clients  approve our claim  findings  and enter
               these  findings  into their  accounting  systems  for  deductions
               against payments to vendors.

               Many of these meetings and interactions,  which were scheduled to
               take place during the last twenty days of the month,  were simply
               cancelled  or  postponed  by  our  clients  as  their  priorities
               suddenly and understandably, shifted.

               Additionally,  some of our  clients  were  impacted in such a way
               that they had  delayed or  temporarily  suspended  audits and air
               travel disruptions prevented some auditors from getting to client
               sites.  Because of the unusual  nature and timing of these events
               it is difficult, if not impossible,  for us to determine what our
               results would have been had they not occurred.

                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 5

               We are in the process of  returning to normal  claims  production
               levels and  visibility.  A vital area where we have  considerably
               less  than  normal   near-term   visibility   is  the  timing  of
               conversions  of  our  claim   findings  into  revenues.   Current
               purchasing  patterns in the  industries we  predominantly  serve,
               such as retailing and technology, have been dramatically altered.
               It is our clients'  current  payments for purchases  that provide
               the  mechanism  for  recovering  the  claims we find  from  prior
               purchase activity.

               Since we operate on a pay-for-performance basis, whereby we don't
               invoice our clients  until they  actually  recover money from our
               claim findings,  any overall economic development,  which effects
               our clients  ability to realize these  recoveries,  will directly
               impact our ability to invoice our clients and report revenues.

               We are in the process of assessing what impact these developments
               may have on our  near-term  outlook.  I'd like to  provide  a few
               examples to illustrate what we mean here. Recently, several major
               retailers  have  been  cited in the  financial  press  as  giving


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 6

               indications of dramatic decreases in their sales volumes, some as
               high as 20%.  Retailers  will respond to such shifts by canceling
               orders and rebalancing inventories.

               In our commercial business, we serve a broad range of industries.
               However,  the majority of our revenues are  generated  from three
               industry  categories:  technology,  telecommunications,  and  air
               transport.  Even  prior  to  the  September  11th  events,  these
               industries  were   demonstrating   significant   changes  in  the
               purchasing behavior in response to the economic environment.

               I want to emphasize  that our  challenge at hand does not involve
               finding  valid  audit  claims for our  clients.  We  continue  to
               generate these claims in record numbers. Our challenge, as we see
               it, is a potentially  unprecedented  downturn in  purchasing  and
               payment  activity by our clients,  which makes it more difficult,
               at  least  in the  near-term,  to  convert  revenue  claims  into
               revenues.

               We are in the process of re-evaluating the outlook for the fourth
               quarter of 2001. As I mentioned  earlier,  we currently expect to


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 7

               provide an updated  outlook in  combination  with  reporting  the
               final third quarter results on October 31st.

               Based on  tentative  and  preliminary  information,  the  Company
               currently  anticipates the  consolidated  revenues for the fourth
               quarter  of 2001  will  increase  by  approximately  10% over the
               fourth quarter of last year. While this  preliminary  estimate is
               lower than what we had previously  indicated for the reasons just
               outlined,  we do expect growth over the prior year; due primarily
               to  significant  revenues  expected to be generated by clients we
               did not have in 2000.

               We  remain  fully  committed  to  the  strategic  initiatives  we
               announced in January of 2001 to enhance PRG's financial  position
               and to  clarify  its  investments  and  operating  strategies  by
               focusing on our core accounts payable business.

               We continue to pursue the sales of our  discontinued  operations.
               We are in active and ongoing  negotiations with bidders for these
               businesses  and have  concluded a letter of intent on the sale of
               one of the businesses.  In consultation with our advisors, we are
               assessing  whether  the  current  economic  conditions  and other
               factors  may  have an  impact  on the  collective,  expected  net


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 8

               proceeds from the sales of these  businesses.  As a result, it is
               possible  that we may be  required  to report a write down of the
               aggregate  carrying  value of its  discontinued  operations as of
               September 30, 2001 or in some subsequent period.

               We remain  confident  that the  planned  combination  with Howard
               Schultz  and  Associates  will create a  world-class  provider of
               unmatched services in an industry,  which we expect will continue
               to exhibit  strong  growth  opportunities.  We  continue  to make
               substantial  progress  with our  regulatory  filings and with our
               integration planning process.

               Back  on  September   7th,   the  Company   filed  its  Form  S-4
               registration  statement  with  the  SEC in  connection  with  the
               transaction.  The combination  remains subject to the approval of
               both companies' shareholders, approval from PRG's bank syndicate,
               including  modifications  of  certain  aspects  of  PRG's  credit
               agreement,  and other  customary  regulatory  approvals.  Further
               details,  with respect to the planned acquisition,  are available
               in the Company's Form S-4.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                          Page 9

               Lastly,  you  should  know  that  PRG has  determined  that as of
               September  30, we were not in compliance  with certain  financial
               ratio  covenants in our bank credit facility  agreement.  We have
               had initial dialog with the members of the bank syndicate.  We'll
               be holding further  meetings and  discussions  with the syndicate
               over the coming  weeks to pursue  both  current  and  perspective
               clement relief.

               I'd like to close by emphasizing our continued  commitment to the
               strategic  plans and initiatives we have been engaged in over the
               last  several  months.  We do expect to  overcome  the  near-term
               challenges and uncertainties  during these  unprecedented  times.
               That said, I have no doubt that the value  proposition we present
               to our  clients  remains  powerful  and  consistent  and that the
               actions we are taking today and in the coming  months will put us
               in the leading  position to capitalize  on the  long-term  growth
               opportunities  in the accounts  payable  recovery audit industry,
               which clearly remains strong.

               I'd now like to turn it over to the  conference  call operator to
               begin the question and answer session.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 10

Coordinator    Thank you.  At this time,  I'm going to open up today's  call for
               questions.  Our first  question is from  Thatcher  Thompson  from
               Merrill Lynch.

T. Thompson    Good morning, guys.

J. Cook        Hi, Thatcher.

G. Ellis       Hi, Thatcher.

T. Thompson    I've got a few  questions  for you.  Gene,  can you specify which
               debt covenant ratios you're not in compliance with?

G. Ellis       I'd rather not get into specifics because we don't have the final
               numbers.  The  discontinued   operations  factor  into  the  debt
               covenants,  as well as  continuing  operations.  Let me say  that
               there are about five  covenants,  which we deal with and  they're
               normal  to  just  about  any   banking   facility.   There's  the
               fixed-charge  coverage ratio, there's a leverage ratio, and there
               are net-worth ratios. Since our EBITDA did not measure up to what
               we had hoped to achieve, the ratios that are affected by that are
               really  the ones  that are the most  vulnerable.  I'd hate to get
               into individual ones.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 11


T. Thompson    And they're based on a trailing 12-months?

G. Ellis       Yes. They're based on trailing four quarters of activity.

T. Thompson    Okay. Just an update on the sale of assets;  you have a letter of
               intent.  When's  that  expected  to  close  and do all the  other
               businesses for sale still have interested buyers?

J. Cook        Yes they do. Just for  competitive  reasons,...assume  any of the
               potential  buyers are on the call. I don't want to get into a lot
               of  specifics  on it. I would hope that we would close on the one
               that we have a letter  of  intent  on,  yet this  month.  We have
               active interest in all the other businesses.

T Thompson     Okay.  With the business that way, you say claims  generation has
               returned  back to normal;  but you haven't been able to meet with
               clients and have them apply it to their  accounting  systems.  It
               creates  kind of a  backlog  of  claims.  Is there a  statute  of
               limitations?  I realize that normal order  activity isn't with us
               today, but at a certain point we'd expect it to return.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 12


J. Cook        Right.

T. Thompson    How long can  those  claims  sit out  there  waiting  to become a
               revenue event for you?

J. Cook        There's  sort of a  voluntary  standard,  about two  years.  That
               really isn't the issue.  It's  interesting,  there was an article
               even in today's Wall Street Journal on retailers and what they're
               doing.  Again,  it's a really near-term  problem.  Clearly,  even
               before  September  11th,  retailers were not having a great year.
               Their  purchasing  activity  was  down a little  bit,  certainly,
               within a normal range.

               What  we are  seeing  right  now  is  just  pretty  unprecedented
               canceling  where orders can be  cancelled.  That very severe drop
               just  impacts the ability to forecast  exactly when you are going
               to be able to offset these.  We normally do our  estimates  based
               upon historical  timeframes;  it takes this long, on average,  to
               get from approved claims to billed claims. Clearly, some of those
               metrics are subject to some cloudiness over the next short period
               of time, whatever that might be.



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 13


T. Thompson    Okay. Thanks.

Coordinator    Our next question's from Adam Holt from J.P. Morgan.

A. Holt        Good morning.

J. Cook        Hi, Adam.

G. Ellis       Hi, Adam.

A. Holt        My first question is kind of a follow-up to the last question and
               maybe a reminder of some of the  mechanics of the way that you're
               recognizing  revenue.  To the  extent  that,  in the most  recent
               quarter,   your  meetings  were  cancelled   where  clients  were
               verifying  claims.   Wouldn't  that,   certainly  in  the  retail
               business, be something that happens in previous quarters and then
               the  actually  billing is where you get the  revenue for the most
               recent quarter?



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 14


J. Cook        Yes.  There are several  pieces to the thing.  Let's just go back
               and say,  first, we were writing claims in the way we have always
               written claims up through September 11th and, in fact, our claims
               production has been quite good.

               As you know,  our revenues are very heavily  weighted to the last
               month  of the  quarter.  So we  first  had the  issue of once the
               meetings  and  once  the  sessions  where we find out what of the
               claims  we've  given  them that  they've  been able to deduct and
               avail  themselves of the money and therefore,  we're able to bill
               them;  with a lot of those  meetings  cancelled  or  postponed or
               delayed,  that  is  what  caused  the  severe  shortfall  in  the
               near-term.

               So, x-amount of that revenue that came out from Q3 will, in fact,
               roll  over to Q4. If that  were the end of the  story,  we'd say,
               "Well, gee, it's fine; we should have a great Q4." The reason for
               our caution on Q4 is that  although we did lose,  I would say, at
               least five or six days of normal claims  production  just because
               our people are like all humans and we're  distracted  by what was
               going on.



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 15

               At this point, we're back to finding our normal claims production
               but our caution in the  near-term,  certainly as we're looking at
               Q4, is that with the  downturn  in the  purchasing  volume,  even
               though  those  claims  are good and even  though we fully  expect
               those claims  will,  hopefully,  generate  revenues to the degree
               that our  clients  have not been able to deduct  them from  their
               purchases and,  therefore,  for them to have the money; we're not
               yet able to bill it.

               So, again, all the cancelled orders and all of the rebalancing of
               inventories   simply  caused  us  to  have  a  higher  degree  of
               visibility problems in trying to figure out when we'll be able to
               make those deductions.

A. Holt        But as you suggested,  it's not a question of if, it's a question
               of when you're able to recognize that revenue?

J. Cook        That's correct.

A. Holt        I guess my other question along this line is,  historically,  how
               have you been  able to  manage  through  this kind of turn in the
               cycle?  Do you ever see  clients  changing  the way that they pay



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 16

               you, relative to their purchases?  What has,  historically,  been
               your method of managing through this?

J. Cook        You know,  to be quite  honest,  I have never,  and long before I
               even joined  PRG, I spent the better  part of my early  career in
               retailing;  I don't  know that I have  seen such a sharp  drop in
               purchasing.  Typically,  when the economy will go up, the economy
               goes down and those  purchases  will go up or down with them, but
               at a fairly measured pace.

               What we find unprecedented in it, it really is the reason for our
               caution, is the level of order cancellations that are going on at
               the moment.  Again, it's interesting.  We've been noticing it now
               for the last several weeks. As I mentioned,  there happened to be
               a rather  illuminating Wall Street Journal article on the subject
               that came out this morning.

A. Holt        I guess,  with  that  said,  it  would be way too  early to start
               thinking about preliminary guidance for '02?


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 17


J. Cook        I think we'd rather wait until the end of the month and we'll get
               some  direction on '02 at that time.  Again,  overall,  I've said
               many times that a poor economy,  in many ways is more  beneficial
               to PRG, in that it's  easier to sell our  services at a time when
               there's economic  downturn.  Our clients tend to be more desirous
               and more supportive of the service when times are tough.

               Again,  what I think we're  having right now is just such a sharp
               downturn in not only  retailing,  but also on the commercial side
               of the  business.  About  half of our  business  comes out of the
               technology-related   companies  and  telecom  companies  and  the
               airline  industry.  All of them have  been in a reduced  mode but
               clearly are reacting very sharply over the last couple of weeks.

               If I were looking overall,  I'd say although I certainly have not
               changed my  enthusiasm  a bit,  there is the fact that we have at
               least a 15% top line generating  capacity.  I think as we look in
               the near-term and probably the early parts of 2001,  we'd want to
               be more cautious than we would have been sixty days ago.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 18


A. Holt        Great.  I have just two final  questions  on the debt  covenants.
               What is your level of confidence  that you're going to be able to
               restructure  those  satisfactorily?  Number  two,  how does  that
               impact your ability to close the Schultz deal?

G. Ellis       Thanks.  Really,  I've had initial  discussions  with the banking
               group,  to tell  them we were not going to be in  compliance.  We
               have not done the final  calculations  to indicate  the extent of
               the non-compliance. At this point, it's totally preliminary and I
               haven't asked them for  anything.  All I can look to right now is
               that we have a  three-year  positive  track record with this bank
               group.  They've  worked with us through a variety of  situations;
               acquisitions, divestitures, covenant modifications. They've given
               us just about everything that we've, historically, asked for.

               At this  particular  point in time,  that's all I've got to go on
               because I haven't asked them  anything.  All I can look to is the
               last three years of positive history with this bank group.

               In terms of how it relates to Schultz,  we're  committed to doing
               the Schultz  deal.  What we said  earlier was that it more hinges
               upon  paying  down bank debt than it really  does to our  current
               operating levels.  We made substantial  progress in selling these


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 19

               discontinued  operations.  No suitor  that was bidding for one of
               these  discontinued  operations has left the chase as a result of
               the events of  September  11th.  It's just caused them to pause a
               little bit.

               We continue to make positive movements toward selling them. As we
               sell  them,  we will  generate  proceeds  to pay down bank  debt.
               Whatever we need to do to consummate the Schultz  acquisition,  I
               think we're  prepared to do; but it's a little  early to say what
               that would be.

A. Holt        Thank you.

Coordinator    Thank you. Our next  question is from Alex Paris from  Barrington
               Research.

A. Paris       Hi,  guys.  Most  of my  questions  were  asked.  I've  got a few
               fill-in-the-blanks, I guess. It sounds like the short fallout, to
               me, maybe it was across the board but it has a particular  impact
               on the commercial side.  That' s the one, I have to imagine,  you
               have the least confidence on forecasting going out.



                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 20

               On the retail side, however,  revenues were going to benefit this
               year from the  addition of a handful of new  accounts.  Did those
               audits get started on schedule and are they  generating  the sort
               of claims that you had anticipated?

J. Cook        I think of the three major new  accounts  that we had expected to
               start,  two of them started on time, one of them had a ninety-day
               delay; all of them are going now.

A. Paris       Okay.  Under the  previous  method that you  accounted  for these
               revenues,  the  unbilled  receivables  category,  while you don't
               account that way any longer,  do you have a long backlog or a lot
               of visibility  into future  revenue?  What does that backlog look
               like today? Is it stronger than ever?

J. Cook        In  retailing,  it would be stronger.  Even this  quarter,  we're
               having a very strong quarter coming in to September 11th.  Again,
               finding the errors has not been the problem.  It is this issue of


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 21

               being able to get those. Under our past methodology, as you know,
               those claims,  once they're  accepted by our clients,  would have
               been  revenues.  I must  tell  you  that  had  we  done  the  old
               methodology,  we probably  would have had awfully  extended  DSOs
               under  what's  happening  right now. It is not at all an issue of
               finding the money.

A. Paris       So on the retail side, it's a call on the economy. As the economy
               improves  and as  retailers  become more  confident  and increase
               their purchasing, PRG's revenues should benefit directly?

J. Cook        Yes.

A. Paris       On the commercial side, same thing, but less certain because it's
               not as annuity-like as the retail side?

J. Cook        Yes. The other thing is, on the  commercial  side,  if you lost a
               week or ten days of work,  you did  genuinely  lose it.  It's not
               like  auditors  would  have  twice as much  work the next week to
               reclaim it. One of the problems is today's  headlines  don't make
               it any easier.


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 22


               On the commercial side, we do a lot of air travel to an awful lot
               of our clients,  to the degree that that gets  affected.  I would
               not,  by any means,  characterize  our  commercial  operation  as
               life-is-normal  at  this  moment.  Again,  it's  just  sort  of a
               difference  between those.  On the retail side,  we're  operating
               full  time  and  have  staff,  in many  cases,  who live in those
               cities.  It's very different from our commercial model, where the
               audits are much  shorter  and where the  auditors  are  generally
               traveling.

A. Paris       Again,  on  the  retail  side,   probably  more  likely  deferred
               revenues.  On the commercial side, there's more risk of some lost
               revenues.

J. Cook        I think that's correct.

A. Paris       Okay.  Then moving to the bank  covenant,  Gene.  I don't know if
               this is  presumptuous  to say but based on your track record with
               the  syndicate,  and I know you haven't  asked them anything yet,
               are you reasonably confident that you can work something out with
               this group?


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 23


G. Ellis       I am, personally.  But that's based on past experience,  based on
               friendships  within the nine banks, based on the fact that we are
               making  money.  There are a lot of  companies  out there that are
               destitute that are not making money. Even at these reduced levels
               we are very cash flow  positive.  We actually ended up, as you'll
               see when the numbers come out, we've paid our debt down some this
               quarter.  Even at this reduced  level,  we're a lot better than a
               lot of companies that the bank groups are dealing with right now.

A. Paris       Okay.  Obviously,  renegotiating  the bank  covenant,  the Howard
               Schultz deal would be somewhat  contingent  on that.  If you were
               able  to  do  that,  that  could  cause  a  problem.  You  think,
               personally, that you ought to be able to get that taken care of?

G. Ellis       Yes.

A. Paris       Then longer-term,  the issue is near-term.  Longer-term,  John, I
               think you said,  you have no reason to  believe  that  you're not
               going  to be able to hit your  longer-term  top and  bottom  line
               goals of 15% and 20%?


                                                           PROFIT RECOVERY GROUP
                                                           Moderator:  John Cook
                                                   October 8, 2001/9:00 a.m. CDT
                                                                         Page 24


J. Cook        Not at  all.  There's  been  nothing  that  has  happened  at our
               business that changes our overall model. In fact, I think in this
               kind of economic climate, our services make more sense than ever.
               The  challenge  for us is to just work our way  through  the very
               near-term difficulties.

A. Paris       Okay. Very good. Thanks, very much.

J. Cook        Thank you.

Coordinator    At this time, there are no additional questions waiting.

J. Cook        Alright.  In that case,  if there  aren't any further  questions,
               anyone can call Gene Ellis or Leslie  Krakowski  or myself  after
               the call. We'd be happy to try to answer them.

               Other  than  that,  I'd  like to  thank  you all  very  much  for
               listening.  We look  forward  to  talking to you again on October
               31st. Thank you, very much.


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