Exhibit 10.1

AMENDMENT TO

AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT

This Amendment to Amended and Restated Note and Warrant Purchase Agreement (this “ Amendment ”) is made effective as of December 4, 2006, by and among Thomas Group, Inc., a Delaware corporation (the “ Company ”), General John T. Chain, Jr., an individual (“ Chain ”), and Edward P. Evans, an individual (“ Evans ,” and collectively with Chain, “ Purchasers ” and each individually, a “ Purchaser ”), to amend that certain Amended and Restated Note and Warrant Purchase Agreement dated as of October 17, 2002 (the “ Agreement ”).

RECITALS

WHEREAS, as of October 17, 2002, the Company and Purchasers entered into the Agreement;

WHEREAS, Section 5.2 of the Agreement provides for certain terms regarding the size of the Board of Directors of the Company (the “ Board ”) and certain rights of the Purchasers with respect to the nomination or designation of directors for election to the Board;

WHEREAS, Section 5.9 of the Agreement provides for certain observer rights prior to the designation and election to the Board of one Purchaser’s designees;

WHEREAS, the Company and Purchasers desire to (i) amend the circumstances under which the number of members composing the Board may be changed and (ii) amend and clarify the rights of Purchasers to designate individuals to be considered as nominees for election to the Board and the requirements applicable to such designees;

WHEREAS, the Company and Purchasers acknowledge that Section 5.9 of the Agreement expired at the first meeting of stockholders of the Company following execution of the Agreement and therefore desire to delete such Section 5.9;

WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement; and

WHEREAS, Section 7.3 of the Agreement provides that the rights and obligations of the Company and Purchasers may be amended with the written consent of the Company and each Purchaser;

NOW THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Section 5.2 of the Agreement is hereby amended and restated to read in its entirety as follows:

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“ 5.2    Board Size; Nomination of Directors .

(a)           Board Size .  As permitted under the Company’s Bylaws, the Board of Directors of the Company has set the authorized number of members of the Board at five and the number of members of the Board shall remain at five until the earlier of (i) the first date on which each  Purchaser is no longer the beneficial owner of at least ten percent of the outstanding Common Stock of the Company or (ii) the Company’s annual meeting of stockholders to be held in 2009 (“ 2009 Annual Meeting ”).  Beneficial ownership shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (“ Exchange Act ”).

(b)           Nominating Rights .  Chain shall have the right to designate nominees to fill three of the five director positions on the Board until the earlier of (i) the first date on which Chain is no longer the beneficial owner of at least ten percent of the outstanding Common Stock of the Company or (ii) the 2009 Annual Meeting.  Chain agrees that one of his designated nominees will always be the Company’s then-current President and Chief Executive Officer and one of his designated nominees will always be himself.  Evans shall have the right to designate nominees to fill two of the five director positions on the Board until the earlier of (i) the first date on which Evans is no longer the beneficial owner of at least ten percent of the outstanding Common Stock of the Company or (ii) the 2009 Annual Meeting. Evans agrees that one of his designated nominees will always be himself.

(c)           P