0001047469-04-009952 Sample Contracts

THOMAS GROUP, INC. APPRECIATION RIGHTS AGREEMENT
Appreciation Rights Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made this 13th day of December 2003, to be effective April 8, 2003, between THOMAS GROUP, INC., a Delaware corporation (the "Company") and JAMES T. TAYLOR, an executive officer of the Company and an individual resident of the state of Texas ("SAR Holder").

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Amendment to Employment Agreement (this "Amendment") is made and entered into this 12th day of August, 2003, but effective January 1, 2003, by and between Thomas Group, Inc. ("TGI"), a Delaware corporation, and Jim C. Houlditch ("Employee"), an individual residing in Texas.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT
Revolving Credit Loan Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT (this "Amendment"), dated as of February 2, 2004, is between THOMAS GROUP, INC., a Delaware corporation (the "Borrower") and COMERICA BANK ("Lender"), successor by merger with Comerica Bank-Texas.

SEVERANCE AGREEMENT
Severance Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Severance Agreement, dated as of February 19, 2004 ("Agreement"), by and between Thomas Group, Inc., a Delaware corporation (the "Company") and Toby Marion ("Employee").

CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Consulting Agreement is entered into this 31st day of December, 2003, between Thomas Group, Inc., a Delaware corporation (the "Company"), and John R. Hamann of Dallas County, Texas ("Hamann").

CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

THIS CONSULTING AGREEMENT is made and entered into as of February 5, 2004, by and between Thomas Group, Inc., a Delaware corporation (the "Company") and General John T. Chain, Jr. ("Consultant").

CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Consulting Agreement, dated as of February 19, 2004 ("Agreement"), by and between Thomas Group, Inc., a Delaware corporation (the "Company"), Asian Consulting Resources, Ltd. ("Consultant") and Toby Marion ("Marion"), chairman of Consultant.

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