Exhibit 10.21

FIRST AMENDED EMPLOYMENT AGREEMENT

This First Amended Employment Agreement (this "Agreement") is entered into by and between Thomas Group. Inc. ("Thomas Group" or the "Company"), a Delaware
corporation, and John R. Hamann ("Mr. Hamann") (the signatories to this Agreement shall be referred to jointly as the "Parties") as of December 21, 2002, to amend, modify and restate the
terms and conditions of that certain Employment Agreement executed by and between Mr. Hamann and Thomas Group on or about January 12, 2001 (the "Employment Agreement").

WHEREAS,
Mr. Hamann is presently serving as the President and Chief Executive Officer of Thomas Group, reporting to the Board of Directors, and is an integral part of its
management team who participates in the decision-making process relative to short and long-term planning and policy for Thomas Group; and

WHEREAS,
Thomas Group determined that it would be in the best interests of Thomas Group and its stockholders to assure continuity in the management of Thomas Group's operations by
entering into an amended employment agreement to retain the services of Mr. Hamann; and

WHEREAS,
the Parties entered into an Employment Agreement on or about January 12, 2001 and the Parties have decided to amend, modify and restate the Employment Agreement; and

WHEREAS,
Thomas Group wishes to assure itself of the continued and valuable services of Mr. Hamann, and Mr. Hamann is willing to remain employed by Thomas Group, upon the
terms and conditions set forth in this First Amended Employment Agreement.

NOW,
THEREFORE, in consideration of the premises and the obligations undertaken by the Parties herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Thomas Group and Mr. Hamann agree as follows:

1.Novation and Settlement of Rights. In exchange for the promises set forth herein, Mr. Hamann agrees that
(a) except as otherwise provided below, this Agreement will replace any existing employment agreement between the Parties and, thereby, acts as a novation, (b) all Confidential
Information (as defined herein) or Work Product (as defined herein) developed by Mr. Hamann during past employment with Thomas Group and all goodwill developed with the Company's clients,
customers and other business contacts by Mr. Hamann during past employment with the Company is now the exclusive property of the Company, and (c) that all of the Confidential Information
and specialized training received by Mr. Hamann during past employment with Company will be used only for the benefit of Thomas Group as described above, whether previously so agreed or not.
Mr. Hamann waives and releases any claim or allegation that he should be able to use client and customer goodwill, specialized Company training, or Work Product, or Confidential Information,
that was previously received or developed by him while working for Thomas Group for the benefit of any competing person or entity.

2.Definitions. The defined terms used in this Agreement shall have the meanings ascribed to them in this Section 2.



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3.Employment. Thomas Group agrees to employ Mr. Hamann and Mr. Hamann accepts employment by Thomas Group as
President and Chief Executive Officer of Thomas Group for the Term of Employment on the terms and conditions and for the compensation set forth in this Agreement. Subject to the authority of the Board
of Directors, Mr. Hamann shall be responsible for the overall operations of Thomas Group in the ordinary course of its business with all such powers as may be reasonably incident to such
responsibilities as its President and Chief Executive Officer. Mr. Hamann shall devote his full time and effort to the discharge of his duties as Thomas Group's President and Chief Executive
Officer.

4.Compensation and Benefits During the Term of Employment.



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5.Term of the Agreement. The term of this Agreement, unless terminated sooner pursuant to Section 6, shall be for the
Term of Employment.

6.Termination; Disability; Death; Change in Control.



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7.Restrictive Covenants; Work Product; Confidentiality.



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8.General Provisions.



Hamann:

John R. Hamann
4421 Caesar Lane
Irving, TX 75038Thomas Group:

Thomas Group, Inc.
5221 North O'Connor Boulevard
Suite 500
Irving, TX 75039


Any
such notice shall, when sent in accordance with the preceding sentence, be deemed to have been given and received (i) on the day personally delivered or sent via telecopy, (ii) on
the third day following the date mailed, or (iii) 24 hours after shipment by such courier service.



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

| |  | HAMANN:                                       
| |  | ----------------------------------------------
| |  | /s/ John R. HamannJohn R. Hamann, individually
| |  | THOMAS GROUP, INC.                            
| |  | By:                                           
| |  | Name:                                         
| |  | Title:                                        
| |  | Approved by:                                  
| |  | By:                                           
| |  | Name:                                         
| |  | Title:                                        

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EXHIBIT
"A"

Severance Compensation and Benefits

1.    A
lump sum payment in cash, not later than twenty (20) days after the termination of Mr. Hamann's employment, in an amount equal to the total of
(a)1.5times Mr. Hamann's then-current base compensation, plus (b) eighteen (18) months of incentive
compensation at the target incentive compensation of50%of base compensation.

2.    The
unvested portion of any stock options granted to Mr. Hamann under the terms of the First Amended Employment Agreement, the Employment Agreement, or by the Compensation
Committee shall become fully vested and immediately exercisable on the effective date of such termination and shall be exercisable for the maximum period specified in such options. The balance of the
initial 300,000 stock options shall be granted and vested in the event of a change of control as defined in Mr. Hamann's First Amended Employment Agreement.

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