AMENDMENT TO LOAN AGREEMENT

Exhibit 10.3

AMENDMENT TO LOAN AGREEMENT

        This Amendment to Loan Agreement (this " Amendment ") is executed effective February 13, 2007, by and between THOMAS GROUP, INC., a Delaware corporation (" Borrower ") and JPMORGAN CHASE BANK, N.A., a national banking association (" Bank ") (" Lender ").

RECITALS:

        A.    Lender and Borrower executed a Credit Agreement dated December 15, 2006 (the " Loan Agreement "), pursuant to which Lender has provided Borrower certain credit facilities.

        B.    Lender and Borrower desire to enter into this Amendment to provide for a change in the capital expenditures covenant as more particularly set forth herein.

AGREEMENTS:

        In consideration of the premises and the mutual agreements herein set forth, Borrower and Lender hereby agree as follows:

Article I
Amendments to Loan Agreement

         Section 1.01.    Defined Terms.     Each capitalized term not otherwise defined herein shall have the meaning assigned to such term in the Loan Agreement.

         Section 1.02.    Capital Expenditures.     Section 5.10 the Loan Agreement is hereby amended and restated in the entirety to read as follows:

• • "5.10 Capital Expenditures . Permit the aggregate Capital Expenditures of Borrower and its Subsidiaries to exceed: (i) for the calendar year ending December 31, 2007, $1,000,000, and (ii) for each calendar year thereafter, $500,000 on an annual basis."

Article II
Conditions Precedent

         Section 2.01.    Conditions Precedent.     The effectiveness of this Amendment and the agreement by the Lender to modify the Loan Agreement as herein provided are subject to satisfaction of the following conditions precedent, unless waived in writing by the Lender:

        (a)   No Default shall have occurred and be continuing and no Default shall exist, unless such Default has been specifically waived in writing by Lender.

        (b)   If requested by Lender, Borrower shall have delivered, or cause to be delivered to Lender a certificate from the secretary or other appropriate officer of the Borrower certifying and attaching (or including therein) appropriate corporate resolutions regarding the transactions contemplated hereby and statements of incumbency.

        (c)   Borrower shall have delivered, or cause to be delivered to Lender executed counterparts of this Amendment.

        (d)   Borrower shall have delivered, or cause to be delivered to Lender: (i) the original executed stock power with respect to Borrower's equity interest in Thomas Group Hong Kong Limited (" TGHKL "), (ii) the original stock certificate of TGHKL representing the shares pledged by Borrower under the Security Documents, (iii) an executed original of the legal opinion of Baker Botts LLP, a copy of which was delivered to Lender in connection with the execution of the Loan Agreement, (iv) a copy of the executed resolutions of the Board of Directors of Borrower in connection with the

execution of the Loan Agreement, and (v) the original executed Certificate of Secretary for Borrower (with all attachments) in connection with the execution of the Loan Agreement.

        (e)   Borrower shall have delivered, or cause to be delivered to Lender such other documents relating to the transactions contemplated under this Amendment as Lender may reasonably request.

Article III
Ratification, Representations and Warranties

         Section 3.01.    Ratification.     Except as expressly modified by this Amendment, the terms and provisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower and Lender agree that the Loan Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Nothing herein shall in any manner diminish, impair or extinguish the Note, any of the indebtedness evidenced thereby, any of the other Loan Documents.

        Section 3.02.     Representations and Warranties.     Borrower hereby represents and warrants to Lender that (i) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite partnership action on the part of Borrower and will not violate any organizational document of Borrower; and (ii) the representations and warranties contained in the Loan Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date.

Article IV
Miscellaneous

         Section 4.01.    Survival of Representations and Warranties.     All representations and warranties made in the Loan Agreement or any