Exhibit 10.33

GRAPHIC

AMENDMENT NO. 1 TO LOAN DOCUMENTS

This Amendment No. 1 (the "Amendment") dated as of February 7, 2005, is between Bank of America, N.A. ("Lender") and Thomas Group, Inc.
("Borrower").

RECITALS

A.
Borrower has executed various documents concerning credit extended by the Lender, including, without limitation, the following documents (the "Loan Documents"):



B.
Lender and Borrower desire to amend the Loan Documents.

AGREEMENT

1.Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan
Documents.

2.Amendments to Subordination Agreement. The Subordination Agreement is hereby amended as follows:



3.Representations and Warranties. When Borrower signs this Amendment, Borrower represents and warrants to Lender that:
(a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Documents except those events, if any, that have been disclosed in writing to Lender
or waived in writing by Lender, (b) the representations and warranties in the Loan Documents are true as of the date of this Amendment as if made on the date of this Amendment, (c) this
Amendment does not conflict with any law, agreement, or obligation by which Borrower is bound.

4.Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Loan Documents shall
remain in full force and effect.

5.Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument.

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6.FINAL AGREEMENT.BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES.

7.     THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

This
Amendment is executed as of the date stated at the beginning of this Amendment.

|Borrower:                                                 |  | Lender:                                         
|--------------------------------------------------------- |  | ------------------------------------------------
|Thomas Group, Inc.                                        |  | Bank of America, N.A.                           
|By /s/ James T. TaylorJames T. Taylor, CEO/President      |  | By /s/ Tim LeachTim Leach, Senior Vice President
|Creditor:                                                 |  |                                                 
|                                                          |  |                                                 
|                                                          |  |                                                 
|By /s/ John T. Chain, Jr.John T. Chain, Jr., Individually |  |                                                 

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