EXECUTIVE RETIREMENT AGREEMENT





         This Executive Retirement Agreement (the "AGREEMENT") dated as of

August 28, 2002, is made by and between Gadzooks Management, L.P., a Texas

limited partnership (the "COMPANY"), and Gerald R. Szczepanski ("EXECUTIVE").



                                    RECITALS



         A. Executive is currently employed by the Company.



         B. The Company and Executive desire to enter into certain agreements

providing for certain events upon Executive's retirement from the Company.



         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



         1. Eligibility. Executive or his estate, devisees or heirs, as the case

may be, shall be eligible to receive the benefits provided for in this Agreement

so long as he is an officer of the Company at or above the level of vice

president (an "EXECUTIVE OFFICER") on the termination date of Executive's

employment with the Company as a result of either (i) Executive's death, (ii)

the Company's termination, without Cause (as defined herein), of Executive's

employment with the Company (solely with respect to the benefits set forth in

Sections 6 and 7 of this Agreement), or (iii) Executive's retirement from

employment with the Company (each, the "RETIREMENT DATE"). Executive shall cease

to be eligible for the benefits provided for in this Agreement if his employment

with the Company is terminated by the Company for Cause, and this Agreement

shall automatically terminate and be of no further force or effect upon the date

of such termination. The Company shall have the right to terminate Executive's

employment at any time for any of the following reasons, each of which is

referred to herein as "Cause": (i) any act of fraud or dishonesty with respect

to any aspect of the Company's or any affiliate's business; (ii) continued use

of illegal drugs; (iii) as a result of Executive's gross negligence or willful

misconduct, Executive shall violate, or cause the Company to violate, any

applicable federal or state securities or banking law or regulation and as a

result of such violation, shall become, or shall cause the Company or any

affiliate to become the subject of any legal action or administrative proceeding

seeking an injunction from further violations or a suspension of any right or

privilege; (iv) as a result of Executive's gross negligence or willful

misconduct, Executive shall commit any act that causes, or shall knowingly fail

to take reasonable and appropriate action to prevent, any material injury to the

financial condition or business reputation of the Company or any affiliate; (v)

substantial failure of performance, repeated or continued after written notice

of such failure and explanation of such failure of performance, which is

reasonably determined by the Board of Directors to be materially injurious to

the business or interests of the Company or any affiliate; or (vi) conviction of

a felony or of a crime involving moral turpitude.









         2. Notice. Executive shall provide the Company with 180 days written

notice of his retirement from employment with the Company.

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