MERRILL LYNCH SPECIAL PROTOTYPE DEFINED CONTRIBUTION PLAN ADOPTION AGREEMENT 401(k) PLAN

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                                                                   EXHIBIT 10.18


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                                  XXXXXXX XXXXX


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                                     SPECIAL

                                  -------------


                                PROTOTYPE DEFINED

                                CONTRIBUTION PLAN

                               ADOPTION AGREEMENT


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                                   401(k) PLAN

                              EMPLOYEE THRIFT PLAN

                               PROFIT-SHARING PLAN



                         LETTER SERIAL NUMBER: D359287b

                      NATIONAL OFFICE LETTER DATE: 6/29/93


THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUCTIONS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, MERRILL, LYNCH, XXXXXX, XXXXXX
& XXXXX, INCORPORATED, DOES NOT RESPONSIBILITY. THE EMPLOYER IS URGED TO CONSULT
WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.


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ADOPTION OF PLAN

The Employer named below hereby establishes or restates a profit-sharing plan
that includes a 401(k) [X], profit-sharing [X] and/or [ ] thrift plan feature 
(the "Plan") by adopting the Xxxxxxx Xxxxx Special Prototype Defined
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Employer Name:*                             Gadzooks, Inc.

Business Address:                           0000 Xxxxxxxxxxxxx Xxxxxxx
                                            Xxxxxxxxxx, XX  00000

Telephone Number:                           (000) 000-0000

Employer Taxpayer ID Number:                00-0000000

Employer Taxable Year ends on:              a 52 or 53 week year which ends on 
                                            the Saturday nearest January 31.

Plan Name:                                  Gadzooks, Inc. Savings Plan

Plan Number:                                001



                                                                         PROFIT
                                           401(k)                        SHARING                   THRIFT
                                                                                         
Effective Date of Adoption
     or Restatement:                       4/1/98                         4/1/98                  ---/---/---
                                                                                                  --- --- ---

Original Effective Date:                   1/1/95                         1/1/95                  ---/---/---
                                                                                                  --- --- ---


IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, ALL OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN TO
ANY PARTICIPANT WHO HAD AN ACCOUNT BALANCE, WHETHER OR NOT VESTED, IN THE PRIOR
PLAN.

-----------------------------

*        If there are any Participating Affiliates in this Plan, list below the
         proper name of each Participating Affiliate. N/A

-------.

-------.

-------.

-------.



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                                   ARTICLE I.
                                   DEFINITIONS

A.       "COMPENSATION"

         (1)      With respect to each Participant, except as provided below,
                  Compensation shall mean the (select all those applicable for
                  each column):

         401(k) AND/       PROFIT
          OR THRIFT        SHARING

             [ ]             [ ]      (a)       amount reported in the "Wages
                                                Tips and Other Compensation" Box
                                                on Form W-2 for the applicable
                                                period selected in Item 5 below.

             [X]             [X]      (b)       compensation for Code Section
                                                415 safe-harbor purposes (as
                                                defined in Section 3.9.1(H)(i)
                                                of basic plan document #03) for
                                                the applicable period selected
                                                in Item 5 below.

             [ ]             [ ]      (c)       amount reported pursuant to Code
                                                Section 3401(a) for the
                                                applicable period selected in
                                                Item 5 below.

             [ ]             [ ]      (d)       all amounts received (under
                                                either option (a) or (b) above)
                                                for personal services rendered
                                                to the Employer but excluding
                                                (select all those applicable):

                                                [ ]  overtime
                                                [ ]  bonuses
                                                [ ]  commissions
                                                [ ]  amounts in excess of $____.
                                                [ ]  other (specify): _____.

         (2)      Treatment of Elective Contributions (select one):

                  [X]        (a)    For purposes of contributions, Compensation
                                    shall include Elective Deferrals and amounts
                                    excludable from the gross income of the
                                    Employee under Code Section 125, Code
                                    Section 402(e)(3), Code Section 402(h) or
                                    Code Section 403(b) ("elective
                                    contributions").

                  [ ]        (b)    For purposes of contributions, Compensation
                                    shall not include "elective contributions."



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         (3)      CODA Compensation (select one):

                  [X]        (a)    For purposes of the ADP and ACP Tests,  
                                    Compensation shall include "elective
                                    contributions."

                  [ ]        (b)    For purposes of the ADP and ACP Tests,
                                    Compensation shall not include "elective
                                    contributions."

         (4)      With respect to Contributions to an Employer Contributions
                  Account, Compensation shall include all Compensation (select
                  one):

                  [ ]        (a)      during the Plan Year in which the 
                                      Participant enters the Plan.

                  [X]        (b)      after the Participant's Entry Date.

         (5)      The applicable period for determining Compensation shall be 
                  (select one):

                  [X]        (a)      the Plan year.

                  [ ]        (b)      the Limitation Year.

                  [ ]        (c) the consecutive 12-month period ending on ____.

B.       "DISABILITY"

         (1)      Definition

                  Disability shall mean a condition which results in the
                  Participant's (select one):

                  [ ]        (a)    inability to engage in any substantial
                                    gainful activity by reason of any medically
                                    determinable physical or mental impairment
                                    that can be expected to result in death or
                                    which has lasted or can be expected to last
                                    for a continuous period of not less than 12
                                    months.

                  [ ]        (b)    total and permanent inability to meet the
                                    requirements of the Participant's customary
                                    employment which can be expected to last for
                                    a continuous period of not less than 12
                                    months.

                  [ ]        (c)    qualification for Social Security disability
                                    benefits.

                  [X]        (d)    qualification for benefits under the
                                    Employer's long-term disability plan.

         (2)      Contributions Due to Disability (select one):

                   [X]       (a)    No contributions to an Employer
                                    Contributions Account will be made on behalf
                                    of a Participant due to his or her
                                    Disability.


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                   [ ]       (b)    Contributions to an Employer Contributions
                                    Account will be made on behalf of a
                                    Participant due to his or her Disability
                                    provided that: the Employer elected option
                                    (a) or (c) above as the definition of
                                    Disability, contributions are not made on
                                    behalf of a Highly Compensated Employee, the
                                    contribution is based on the Compensation
                                    each such Participant would have received
                                    for the Limitation Year if the Participant
                                    had been paid at the rate of Compensation
                                    paid immediately before his or her
                                    Disability, and contributions made on behalf
                                    of such Participant will be nonforfeitable
                                    when made.

C.       "EARLY RETIREMENT" is (select one):

         [X]      (1)      not permitted.

         [ ]      (2)      permitted if a Participant terminates Employment
                           before Normal Retirement Age and has (select one):

                           [ ]      (a)     attained age ____.

                           [ ]      (b)     attained age ____ and completed 
                                            ____ Years of Service.

                           [ ]      (c)     attained age ____ and completed 
                                            ____ Years of Service as a 
                                            Participant.

D.       "ELIGIBLE EMPLOYEES" (select one):

         [X]      (1)      All Employees are eligible to participate in the 
                           Plan.

         [ ]      (2)      The following Employees are not eligible to
                           participate in the Plan (select all those
                           applicable):

                           [ ]      (a)     Employees included in a unit of
                                            Employees covered by a collective
                                            bargaining agreement between the
                                            Employer or a Participating
                                            Affiliate and the Employee
                                            representatives (not including any
                                            organization more than half of whose
                                            members are Employees who are
                                            owners, officers, or executives of
                                            the Employer or Participating
                                            Affiliate) in the negotiation of
                                            which retirement benefits were the
                                            subject of good faith bargaining,
                                            unless the bargaining agreement
                                            provides for participation in the
                                            Plan.

                           [ ]      (b)     non-resident aliens who received no
                                            earned income from the Employer or a
                                            Participating Affiliate which
                                            constitutes income from sources
                                            within the United States.


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                           [ ]      (c)     Employees of an Affiliate.

                           [ ]      (d)     Employees employed in or by the 
                                            following specified division,  
                                            plant, location, job category  
                                            or other identifiable individual  
                                            or group of Employees:  ____.

E.       "ENTRY DATE"

         Entry Date shall mean (select as applicable):

         401(k) AND/       PROFIT
          OR THRIFT        SHARING

             [ ]             [ ]      (1)       If the initial Plan Year is less
                                                than twelve months, the _____
                                                day of _________ and thereafter:

             [ ]             [ ]      (2)       the first day of the Plan Year
                                                following the date the Employee
                                                meets the eligibility
                                                requirements. If the Employer
                                                elects this option (2)
                                                establishing only one Entry
                                                Date, the eligibility "age and
                                                service" requirements elected in
                                                Article II must be no more than
                                                age 20 1/2 and 6 months of
                                                service.

             [ ]             [ ]      (3)       the first day of the month
                                                following the date the Employee
                                                meets the eligibility
                                                requirements.

             [X]             [X]      (4)       the first day of the Plan Year
                                                and the first day of the seventh
                                                month of the Plan Year following
                                                the date the Employee meets the
                                                eligibility requirements.

             [ ]             [ ]      (5)       the first day of the Plan Year,
                                                the first day of the fourth
                                                month of the Plan Year, the
                                                first day of the seventh month
                                                of the Plan Year, and the first
                                                day of the tenth month of the
                                                Plan Year following the date the
                                                Employee meets the eligibility
                                                requirements.

             [ ]             [ ]      (6)       other:  _____

                                                provided that the Entry Date or
                                                Dates selected are no later than
                                                any of the options above.

F.       "HOURS OF SERVICE"

         Hours of Service for the purpose of determining a Participant's Period
of Severance and Year of Service shall be determined on the basis of the method
specified below:

         (1)      Eligibility Service: For purposes of determining whether a
                  Participant has satisfied the eligibility requirements, the
                  following method shall be used (select one):


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         401(k) AND/     PROFIT
          OR THRIFT      SHARING

            [ ]            [ ]        (a)       elapsed time method

            [X]            [X]        (b)       hourly records method

         (2)      Vesting Service: A Participant's nonforfeitable interest shall
                  be determined on the basis of the method specified below
                  (select one):

                  [ ]      (a)      elapsed time method

                  [X]      (b)      hourly records method

                  [ ]      (c)      If this item (c) is checked, the Plan only
                                    provides for contributions that are always
                                    100% vested and this item (2) will not
                                    apply.

         (3)      Hourly Records: For the purpose of determining Hours of 
                  Service  under the hourly  record  method
                  (select one):

                  [X]      (a)      only actual hours for which an Employee is
                                    paid or entitled to payment shall be
                                    counted.

                  [ ]      (b)      an Employee shall be credited with 45 Hours
                                    of Service if such Employee would be
                                    credited with at least 1 Hour of Service
                                    during the week.

G.       "INTEGRATION LEVEL"

         [ ]      (1)      This Plan is not integrated with Social Security.

         [X]      (2)      This Plan is integrated with Social Security. The
                           Integration Level shall be (select one):

                  [X]      (a)      the Taxable Wage Base.

                  [ ]      (b)      $______ (a dollar amount less than the
                                    Taxable Wage Base).

                  [ ]      (c)      ____% of the Taxable Wage Base (not to
                                    exceed 100%).

                  [ ]      (d)      the greater of $10,000 or 20% of the Taxable
                                    Wage Base.

H.       "LIMITATION COMPENSATION"

         For purposes of Code Section 415, Limitation Compensation shall be
compensation as determined for purposes of (select one):

         [X]      (1)      Code Section 415 Safe-Harbor as defined in Section 
                           3.9.1(H)(i) of basic plan document #03.


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         [ ]      (2)      the "Wages, Tips and Other Compensation" Box on Form 
                           W-2.

         [ ]      (3)      Code Section 3401(a) Federal Income tax Withholding.

I.       "LIMITATION YEAR"

         For purposes of Code Section 415, the Limitation Year shall be (select
         one):

         [X]      (1)      the Plan Year.

                  (2)      the twelve consecutive month period ending on the 
         [ ]               _____ day of the month of _______.

J.       "NET PROFITS" are (select one):

         [X]      (1)      not necessary for any contribution.

         [ ]      (2)      necessary for (select all those applicable):

                  [ ]      (a)      Profit-Sharing Contributions.

                  [ ]      (b)      Matching 401(k) Contributions.

                  [ ]      (c)      Matching Thrift Contributions.

K.       "NORMAL RETIREMENT AGE"

         Normal Retirement Age shall be (select one):

         [ ]      (1)      attainment of age ____ (not more than 65) by the 
                           Participant.

         [X]      (2)      attainment of age 65 (not more than 65) by the
                           Participant or the 5th anniversary (not more than the
                           5th) of the first day of the Plan Year in which the
                           Eligible Employee became a Participant, whichever is
                           later.

         [ ]      (3)      attainment of age ____ (not more than 65) by the
                           Participant or the ____ anniversary (not more than
                           the 5th) of the first day on which the Eligible
                           Employee performed an Hour of Service, whichever is
                           later.

L.       "PARTICIPANT DIRECTED ASSETS" are:

     401(k) AND/         PROFIT
      OR THRIFT          SHARING

         [X]               [X]        (1)       permitted

         [ ]               [ ]        (2)       not permitted.



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M.       "PLAN YEAR"

         The Plan Year shall end on the last day of December.

N.       "PREDECESSOR SERVICE"

         Predecessor service will be credited (select one):

         [X]      (1)      only as required by the Plan.

         [ ]      (2)      to include, in addition to the Plan requirements and
                           subject to the limitations set forth below, service
                           with the following predecessor employer(s) determined
                           as if such predecessors were the Employer: _______.

                           Service with such predecessor employer applies
                           [select either or both (a) and/or (b); (c) is only
                           available in addition to (a) and/or (b)]:

                  [ ]      (a)      for purposes of eligibility to participate;

                  [ ]      (b)      for purposes of vesting;

                  [ ]      (c)      except for the following service:  _____

O.       "VALUATION DATE"

         Valuation Date shall mean (select one for each column, as applicable):

      401(k) AND/        PROFIT
       OR THRIFT         SHARING

         [ ]               [ ]        (1)       the last business day of each 
                                                month.

         [ ]               [ ]        (2)       the last business day of each
                                                quarter within the Plan Year.

         [ ]               [ ]        (3)       the last business day of each
                                                semi-annual period within the
                                                Plan Year.

         [X]               [X]        (4)       the last business day of the
                                                Plan Year.

         [ ]               [ ]        (5)       other:  _____.




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                                   ARTICLE II.
                                  PARTICIPATION

PARTICIPATION REQUIREMENTS

An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):

      401(k) AND/         PROFIT
       OR THRIFT          SHARING

         [ ]               [ ]        (1)       Performance of one Hour of 
                                                Service.

         [ ]               [ ]        (2)       Attainment of age ____ (maximum
                                                20 1/2) and completion of _____
                                                (not more than 1/2) Years of
                                                Service. If this item is
                                                selected, no Hours oF Service
                                                shall be counted.

         [X]               [X]        (3)       Attainment of age 21 (maximum
                                                21) and completion of one
                                                Year(s) of Service. If more than
                                                one Year of Service is selected,
                                                the immediate 100% vesting
                                                schedule must be selected in
                                                Article VII of this Adoption
                                                Agreement.

         [ ]               [ ]        (4)       Attainment of age _____ (maximum
                                                21) and completion of ____ Years
                                                of Service. If more than one
                                                Year of Service is selected, the
                                                immediate 100% vesting schedule
                                                must be selected in Article VII
                                                of this Adoption Agreement.

         [ ]               [ ]        (5)       Each Employee who is an Eligible
                                                Employee on ____ will be deemed
                                                to have satisfied the
                                                participation requirements on
                                                the effective date without
                                                regard to such Eligible
                                                Employee's actual age and/or
                                                service.


                                  ARTICLE III.
                   401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.       ELECTIVE

         If selected below, a Participant's Elective Deferrals will be (select
all applicable):

         [X]      (1)      a dollar amount or a percentage of Compensation, as
                           specified by the Participant on his or her 401(k)
                           Election form, which may not exceed 15% of his or her
                           Compensation.

         [X]      (2)      with respect to bonuses, such dollar amount or
                           percentage as specified by the Participant on his or
                           her 401(k) Election form with respect to such bonus.


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B.       MATCHING 401(k) CONTRIBUTIONS

         If selected below, the Employer may make Matching 401(k) Contributions
         for each Plan Year (select one):

         [ ]      (1)      Discretionary Formula:

                  Discretionary Matching 401(k) Contribution equal to such a
                  dollar amount or percentage of Elective Deferrals, as
                  determined by the Employer, which shall be allocated (select
                  one):

                  [ ]      (a)      based on the ratio of each Participant's
                                    Elective Deferral for the Plan Year to the
                                    total Elective Deferrals of all Participants
                                    for the Plan Year. If inserted, Matching
                                    401(k) Contributions shall be subject to a
                                    maximum amount of $_____ for each
                                    Participant or ____% of each Participant's
                                    Compensation.

                  [ ]      (b)      in an amount not to exceed ____% of each
                                    Participant's first ____% of Compensation
                                    contributed as Elective Deferrals for the
                                    Plan Year. If any Matching 401(k)
                                    Contribution remains, it is allocated to
                                    each such Participant in an amount not to
                                    exceed ____% of the next ____% of each
                                    Participant's Compensation contributed as
                                    Elective Deferrals for the Plan Year.

                  Any remaining Matching 401(k) Contribution shall be allocated
                  to each such Participant in the ratio that such Participant's
                  Elective Deferral for the Plan Year bears to the total
                  Elective Deferrals of all such Participants for the Plan Year.
                  If inserted, Matching 401(k) Contributions shall be subject to
                  a maximum amount of $______ for each Participant or ___% of
                  each Participant's Compensation.

         [X]      (2)      Nondiscretionary Formula:

                  A nondiscretionary Matching 401(k) Contribution for each Plan
                  Year equal to (select one):

                  [ ]      (a)      ___% of each Participant's Compensation
                                    contributed as Elective Deferrals. If
                                    inserted, Matching 401(k) Contributions
                                    shall be subject to a maximum amount of
                                    $______ for each Participant or _____% of
                                    each Participant's Compensation.

                  [X]      (b)      50% of the first 5% of the Participant's
                                    Compensation contributed as Elective
                                    Deferrals and 0% of the next 11% of the
                                    Participant's Compensation contributed as
                                    Elective Deferrals. If inserted, Matching
                                    401(k) Contributions shall be subject to a
                                    maximum amount of $_____ for each
                                    Participant or _____% of each Participant's
                                    Compensation.



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C.       PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION

         The following Participants shall be eligible for an allocation to their
         Matching 401(k) Contributions Account (select all those applicable):

         [X]      (1)      Any Participant who makes Elective Deferrals.

         [ ]      (2)      Any Participant who satisfies those requirements
                           elected by the Employer for an allocation to his or
                           her Employer Contributions Account as provided in
                           Article IV Section C.

         [ ]      (3)      Solely with respect to a Plan in which Matching
                           401(k) Contributions are made quarterly (or on any
                           other regular interval that is more frequent than
                           annually) any Participant whose 401(k) Election is in
                           effect throughout such entire quarter (or other
                           interval).

D.       QUALIFIED MATCHING CONTRIBUTIONS

         If selected below, the Employer may make Qualified Matching
Contributions for each Plan Year (select all those applicable):

         (1)      In its discretion, the Employer may make Qualified Matching
                  Contributions on behalf of (select one):

                  [X]      (a)      all Participants who make Elective Deferrals
                                    in that Plan Year.

                  [ ]      (b)      only those Participants who are Nonhighly
                                    Compensated Employees and who makes Elective
                                    Deferrals for that Plan Year.

         (2)      Qualified Matching Contributions will be contributed and
                  allocated to each Participant in an amount equal to (select
                  one):

                  [ ]      (a)      _____% of the Participant's Compensation
                                    contributed as Elective Deferrals. If
                                    inserted, Qualified Matching Contributions
                                    shall not exceed ___% of the Participant's
                                    Compensation.

                  [ ]      (b)      Such an amount, determined by the Employer,
                                    which is needed to meet the ACP Test.

         (3)      In its discretion, the Employer may elect to designate all or
                  any part of Matching 401(k) Contributions as Qualified
                  Matching Contributions that are taken into account as Elective
                  Deferrals - included in the ADP Test and excluded from the ACP
                  Test - on behalf of (select one):

                  [ ]      (a)      all Participants who make Elective Deferrals
                                    for that Plan Year.

                  [X]      (b)      Only Participants who are Nonhighly
                                    Compensated Employees who make Elective
                                    Deferrals for that Plan Year.


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   13

E.       QUALIFIED NONELECTIVE CONTRIBUTIONS

         If selected below, the Employer may make Qualified Nonelective
Contributions for each Plan Year (select all those applicable):

         (1)      In its discretion, the Employer may make Qualified Nonelective
                  Contributions on behalf of (select one):

                  [ ]      (a)      all Eligible Participants.

                  [X]      (b)      only Eligible Participants who are Nonhighly
                                    Compensated Employees.

         (2)      Qualified Nonelective Contributions will be contributed and
                  allocated to each Eligible Participant in an amount equal to
                  (select one):

                  [ ]      (a)      _____% (no more than 15%) of the
                                    Compensation of each Eligible Participant
                                    eligible to share in the allocation.

                  [ ]      (b)      Such an amount determined by the Employer,
                                    which is needed to meet either the ADP Test
                                    or ACP Test.

         (3)      At the discretion of the Employer, as needed and taken into
                  account as Elective Deferrals included in the ADP Test on
                  behalf of (select one):

                  [ ]      (a)      all Eligible Participants.

                  [X}      (b)      only those Eligible Participants who are
                                    Nonhighly Compensated Employees.

F.       ELECTIVE DEFERRALS USED IN ACP TEST (select one):

         [X]      (1)      At the discretion of the Employer, Elective Deferrals
                           may be used to satisfy the ACP Test.

         [ ]      (2)      Elective Deferrals may not be used to satisfy the ACP
                           Test.

G.       MAKING AND MODIFYING A 401(k) ELECTION

         An Eligible Employee shall be entitled to increase, decrease or resume
his or her Elective Deferral percentage with the following frequency during the
Plan Year (select one):

         [ ]      (1)      annually.

         [ ]      (2)      semi-annually.

         [X]      (3)      quarterly.

         [ ]      (4)      monthly.

         [ ]      (5)      other (specify):  ______.


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   14

Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Elective
Deferrals at any time effective for the payroll period after written notice is
provided to the Administrator.


                                   ARTICLE IV.
               PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.       PROFIT-SHARING CONTRIBUTIONS

         If selected below, the following contributions for each Plan Year will
be made: Contributions to Employer Contributions Accounts (select one):

         [X]      (a)      Such an amount, if any, as determined by the 
                           Employer.

         [ ]      (b)      _____% of each Participant's Compensation.

B.       ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select 
         one):

         [ ]      (1)      Non-Integrated Allocation

                  The Employer Contributions Account of each Participant
                  eligible to share in the allocation for a Plan Year shall be
                  credited with a portion of the contribution, plus any
                  forfeitures if forfeitures are reallocated to Participants,
                  equal to the ratio that the Participant's Compensation for the
                  Plan Year bears to the Compensation for that Plan Year of all
                  Participants entitled to share in the contribution.

         [X]      (2)      Integrated Allocation

                  Contributions to Employer Contributions Accounts with respect
                  to a Plan Year, plus any forfeitures if forfeitures are
                  reallocated to Participants, shall be allocated to the
                  Employer Contributions Account of each eligible Participant as
                  follows:

                           (a)      First, in the ratio that each such eligible
                                    Participant's Compensation for the Plan Year
                                    bears to the Compensation for that Plan Year
                                    of all eligible Participants but not in
                                    excess of 3% of each Participant's
                                    Compensation.

                           (b)      Second, any remaining contributions and
                                    forfeitures will be allocated in the ratio
                                    that each eligible Participant's
                                    Compensation for the Plan Year in excess of
                                    the Integration Level bears to all such
                                    Participants' excess Compensation for the
                                    Plan Year but not in excess of 3%.

                           (c)      Third, any remaining contributions and
                                    forfeitures will be allocated in the ratio
                                    that the sum of each Participant's
                                    Compensation and 



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   15

                                    Compensation in excess of the Integration
                                    Level bears to the sum of all Participants'
                                    Compensation and Compensation in excess of
                                    the Integration Level, but not in excess of
                                    the Maximum Profit-Sharing Disparity Rate
                                    (defined below).

                           (d)      Fourth, any remaining contributions or
                                    forfeitures will be allocated in the ratio
                                    that each Participant's Compensation for
                                    that year bears to all Participants'
                                    Compensation for that year.

                           The Maximum Profit-Sharing Disparity Rate is equal to
                           the lesser of:

                           (a)      2.7% or

                           (b)      The applicable percentage determined in
                                    accordance with the following table:



                           IF THE INTEGRATION LEVEL IS
                           (AS A % OF THE TAXABLE WAGE
                           BASE ("TWB")).                              THE APPLICABLE PERCENTAGE IS:
                                                                    
                           20% (or $10,000 if greater(
                           or less of the TWB                                       2.7%

                           More than 20% (but not less than
                           $10,001) but not
                           more than 80% of the TWB                                 1.3%

                           More than 80% but not less
                           than 100% of the TWB                                     2.4%

                           100% of the TWB                                          2.7%


C.       PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION

         The following Participants shall be eligible for an allocation to their
Employer Contributions Account (select all those applicable):

         [ ]      (1)      Any Participant who was employed during the Plan 
                           Year.

         [ ]      (2)      In the case of a Plan using the hourly record method
                           for determining Vesting Service, any Participant who
                           was credited with a Year of Service during the Plan
                           Year.

         [ ]      (3)      Any Participant who was employed on the last day of
                           the Plan Year.

         [ ]      (4)      Any Participant who was on a leave of absence on the 
                           last day of the Plan Year.



                                       15
   16

         [ ]      (5)      Any Participant who during the Plan Year died or
                           became Disabled while an Employee or terminated
                           employment after attaining Normal Retirement Age.

         [ ]      (6)      Any Participant who was credited with at least 501
                           Hours of Service whether or not employed on the last
                           day of the Plan Year.

         [X]      (7)      Any Participant who was credited with at least 1,000
                           Hours of Service and was employed on the last day of
                           the Plan Year.


                                   ARTICLE X.
                              XXXXXX CONTRIBUTIONS

A.       EMPLOYEE THRIFT CONTRIBUTIONS N/A

         If selected below, Employee Thrift Contributions, which are required
for Matching Thrift Contributions, may be made by a Participant in an amount
equal to (select one):

         [ ]      (1)      A dollar amount or a percentage of the Participant's
                           Compensation which may not be less than ____% nor may
                           not exceed ____% of his or her Compensation.

         [ ]      (2)      An amount not less than ____% of and not more than 
                           ____% of each Participant's Compensation.

B.       MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION  N/A

         A Participant shall be entitled to increase, decrease or resume his or
her Employee Thrift Contribution percentage with the following frequency during
the Plan Year (select one):

         [ ]      (1)      annually

         [ ]      (2)      semi-annually

         [ ]      (3)      quarterly.

         [ ]      (4)      monthly.

         [ ]      (5)      other (specify):  _____

Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice
is provided to the Administrator.


                                       16
   17

X.       XXXXXX MATCHING CONTRIBUTIONS  N/A

         If selected below, the Employer will make Matching Thrift Contributions
for each Plan year (select one):

         [ ]      (1)      Discretionary Formula:

                  A discretionary Matching Thrift Contribution equal to such a
                  dollar amount or percentage as determined by the Employer,
                  which shall be allocated (select one):

                  [ ]      (a)      based on the ratio of each Participant's
                                    Employee Thrift Contribution for the Plan
                                    Year to the total Employee Thrift
                                    Contributions of all Participants for the
                                    Plan Year. If inserted, Matching Thrift
                                    Contributions shall be subject to a maximum
                                    amount of $_____ for each Participant or
                                    ____% of each Participant's Compensation.

                  [ ]      (b)      in an amount not to exceed ____% of each
                                    Participant's first ___% of Compensation
                                    contributed as Employee Thrift Contributions
                                    for the Plan Year. If any Matching Thrift
                                    Contribution remains, it is allocated to
                                    each such Participant in an amount not to
                                    exceed ____% of the next ____% of each
                                    Participant's Compensation contributed as
                                    Employee Thrift Contributions for the Plan
                                    Year.

                  Any remaining Matching Thrift Contribution shall be allocated
                  to each such Participant in the ratio that such Participant's
                  Employee Thrift Contributions for the Plan Year bears to the
                  total Employee Thrift Contributions of all such Participants
                  for the Plan Year. If inserted, Matching Thrift Contributions
                  shall be subject to a maximum amount of $______ for each
                  Participant or ____% of each Participant's Compensation.

         [ ]      (2)      Nondiscretionary Formula:

                  A nondiscretionary Matching Thrift Contribution for each Plan
                  Year equal to (select one):

                  [ ]      (a)      ____% of each Participant's Compensation
                                    contributed as Employee Thrift
                                    Contributions. If inserted, Matching Thrift
                                    Contributions shall be subject to a maximum
                                    amount of $______ for each Participant or
                                    ____% of each Participant's Compensation.

                  [ ]      (b)      ____% of the first _____% of the
                                    Participant's Compensation contributed as
                                    Employee Thrift Contributions and ____% of
                                    the next ____% of the Participant's
                                    Compensation contributed as Employee Thrift
                                    Contributions. If inserted, Matching Thrift
                                    Contributions shall be subject to a maximum
                                    amount of $_____ for each Participant or
                                    ____% of each Participant's Compensation.



                                       17

   18

D.       QUALIFIED MATCHING CONTRIBUTIONS  N/A

         If selected below, the Employer may make Qualified Matching
Contributions for each Plan Year (select all those applicable):

         [ ]      (1)      In its discretion, the Employer may make Qualified
                           Matching Contributions on behalf of (select one):

                  [ ]      (a)      all Participants who make Employee Thrift 
                                    Contributions.

                  [ ]      (b)      only those Participants who are Nonhighly
                                    Compensated Employees and who make Employee
                                    Thrift Contributions.

         [ ]      (2)      Qualified Matching Contributions will be contributed
                           and allocated to each Participant in an amount equal
                           to:

                  [ ]      (a)      ____% of the Participant's Employee Thrift
                                    Contributions. If inserted, Qualified
                                    Matching Contributions shall not exceed
                                    ____% of the Participant's Compensation.

                  [ ]      (b)      such an amount, determined by the Employer,
                                    which is needed to meet the ACP Test.


                                   ARTICLE VI.
                            PARTICIPANT CONTRIBUTIONS

PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS

         Participant Voluntary Nondeductible Contributions are (select one):

         [ ]      (a)      permitted.

         [X]      (b)      not permitted.


                                  ARTICLE VII.
                                     VESTING

A.       EMPLOYER CONTRIBUTION ACCOUNTS

         (1)       A Participant shall have a vested percentage in his or her
                   Profit-Sharing Contributions, Matching 401(k) Contributions
                   and/or Matching Thrift Contributions, if applicable, in
                   accordance with the following schedule (Select one):


                                       18

   19



       MATCHING 401(k)
       AND/OR MATCHING
           THRIFT            PROFIT-SHARING
        CONTRIBUTIONS         CONTRIBUTIONS
        -------------         -------------
                                             
            [ ]                   [ ]     (a)      100% vesting immediately upon participation.

            [ ]                   [ ]     (b)      100% after ____ (not more than 5) years of Vesting Service.

            [X]                   [X]     (c)      Graded vesting schedule:

             0%                    0%              after 1 year of Vesting Service;

            25%                   25%              after 2 years of Vesting Service;




       MATCHING 401(k)
       AND/OR MATCHING
           THRIFT            PROFIT-SHARING
        CONTRIBUTIONS         CONTRIBUTIONS
        -------------         -------------
                                             
            50%                   50%              (not less than 20%) after 3 years of Vesting Service;

            75%                   75%              (not less than 40%) after 4 years of Vesting Service;

           100%                  100%              (not less than 60%) after 5 years of Vesting Service;

           ___%                  ___%              (not less than 80%) after 6 years of Vesting Service;

                      100% after 7 years of Vesting Service.


         (2)       Top Heavy Plan



       MATCHING 401(k)
       AND/OR MATCHING
           THRIFT            PROFIT-SHARING
        CONTRIBUTIONS         CONTRIBUTIONS
        -------------         -------------
                                             
Vesting Schedule (Select one):

            [ ]                  [ ]      (a)      100% vesting immediately upon participation.
 
            [ ]                  [ ]      (b)      100% after ____ (not more than 3) years of Vesting Service.
 
            [X]                  [X]      (c)      Graded vesting schedule:

             0%                    0%              after 1 year of Vesting Service;

            25%                   25%              (not less than 20%) after 2 years of Vesting Service;

            50%                   50%              (not less than 40%) after 3 years of Vesting Service;

            75%                   75%              (not less than 60%) after 4 years of Vesting Service;

           100%                  100%              (not less than 80%) after 5 years of Vesting Service;




                                       19

   20

         Top Heavy Ratio:

         (a)      If the adopting Employer maintains or has ever maintained a
                  qualified defined benefit plan, for purposes of establishing
                  present value to compute the top-heavy ratio, any benefit
                  shall be discounted only for mortality and interest based on
                  the following:

                           Interest Rate:   8%
                           Mortality Table:  UP `84

         (b)      For purposes of computing the top-heavy ratio, the valuation
                  date shall be the last business day of each Plan Year.

B.       ALLOCATION OF FORFEITURES

         Forfeitures shall be (select one from each applicable column):

    MATCHING 401(k)
    AND/OR MATCHING
        THRIFT               PROFIT-SHARING
     CONTRIBUTIONS            CONTRIBUTIONS

         [X]                      [ ]     (1)      used to reduce Employer 
                                                   contributions for succeeding
                                                   Plan Year.

         [ ]                      [X]     (2)      allocated in the succeeding
                                                   Plan Year in the ratio which
                                                   the Compensation of each
                                                   Participant for the Plan Year
                                                   bears to the total
                                                   Compensation of all
                                                   Participants entitled to
                                                   share in the Contributions.
                                                   If the Plan is integrated
                                                   with Social Security,
                                                   forfeitures shall be
                                                   allocated in accordance with
                                                   the formula elected by the
                                                   Employer.

C.       VESTING SERVICE

         For purposes of determining Years of Service for Vesting Service
[select (1) or (2) and/or (3)]:

         [X]      (1)      All Years of Service shall be included.

         [ ]      (2)      Years of Service before the Participant attained age
                           18 shall be excluded.

         [ ]      (3)      Service with the Employer prior to the effective date
                           of the Plan shall be excluded.


                                       20

   21

                                  ARTICLE VIII.
                       DEFERRAL OF BENEFIT DISTRIBUTIONS,
                        IN-SERVICE WITHDRAWALS AND LOANS

A.       DEFERRAL OF BENEFIT DISTRIBUTIONS

      401(k) AND/        PROFIT
       OR THRIFT         SHARING

         [ ]               [ ]          If this item is checked, a Participant's
                                        vested benefit in his or her Employer
                                        Accounts shall be payable as soon as
                                        practicable after the earlier of: (1)
                                        the date the Participant terminates
                                        Employment due to Disability or (2) the
                                        end of the Plan Year in which a
                                        terminated Participant attains Early
                                        Retirement Age, if applicable, or Normal
                                        Retirement Age.

B.       IN-SERVICE DISTRIBUTIONS

         [X]      (1)      In-service distributions may be made from any of the
                           Participant's vested Accounts, at any time upon or
                           after the occurrence of the following events (select
                           all applicable):

                  [X]      (a)      a Participant's attainment of age 59 1/2.

                  [X]      (b)      due to hardships as defined in Section 5.9 
                                    of the Plan.

         [ ]      (2)      In-service distributions are not permitted.

C.       LOANS ARE:

      401(k) AND/        PROFIT
       OR THRIFT         SHARING

         [X]               [X]        (1)       permitted.

         [ ]               [ ]        (2)       not permitted.


                                   ARTICLE IX.
                                   GROUP TRUST

   [ ]   If this item is checked, the Employer elects to establish a Group Trust
         consisting of such Plan assets as shall from time to time be
         transferred to the Trustee pursuant to Article X of the Plan. The Trust
         Fund shall be a Group Trust consisting of assets of this Plan plus
         assets of the following plans of the Employer or of an Affiliate:
         _______.



                                       21

   22

                                   ARTICLE X.
                                  MISCELLANEOUS


                             [INTENTIONALLY REMOVED]





                                       22
   23

The attached Supplement, dated January 29, 1998, is a part of the Plan.


                              EMPLOYER'S SIGNATURE



                  Name of Employer:            Gadzooks, Inc.                [X]
                                    --------------------------------------------


                       By:                /s/ Xxxxx X. Xxxxxxxxx             [X]
                          ------------------------------------------------------
                                           Authorized Signature


                                              Xxxxx X. Xxxxxxxxx             [X]
                          ------------------------------------------------------
                                                 Print Name



                              Sr. Vice President and Chief Financial Officer [X]
                          ------------------------------------------------------
                                                   Title



DATED:                  January 29                 , 19       98 [X]
        -------------------------------------------    ---------



TO BE COMPLETED BY XXXXXXX XXXXX:

SPONSOR ACCEPTANCE:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated as the Prototype Sponsor.

Authorized Signature:
                     -----------------------------------------------------------


                                       23
   24



                              TRUSTEE(S) SIGNATURE

This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a Xxxxxxx Xxxxx Trust Company as Trustee.

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.

                                   AS TRUSTEE:


                                                                            [X]
-----------------------------------      -----------------------------------
             (Signature)                      (print or type name)



                                                                            [X]
-----------------------------------      -----------------------------------
             (Signature)                      (print or type name)



                                                                            [X]
-----------------------------------      -----------------------------------
             (Signature)                      (print or type name)



                                                                            [X]
-----------------------------------      -----------------------------------
             (Signature)                      (print or type name)



DATED:                                   , 19______ [X]
      -----------------------------------    



                                       24
   25



                  THE XXXXXXX XXXXX TRUST COMPANIES AS TRUSTEE

This Trustee Acceptance and designation of Investment Committee are to be
completed only when a Xxxxxxx Xxxxx Trust Company is appointed as Trustee.

TO BE COMPLETED BY THE EMPLOYER:

                      DESIGNATION OF INVESTMENT COMMITTEE*

The Investment Committee for the Plan is (print or type names):

Name:                 Xxxxx Xxxxxxxxxxx
     ---------------------------------------------------------------------------

Name:                 Xxxxx Xxxxxxxxx
     ---------------------------------------------------------------------------

Name:                 Xxxxx Xxxxxxxxxx
     ---------------------------------------------------------------------------

Name:
     ---------------------------------------------------------------------------


TO BE COMPLETED BY XXXXXXX XXXXX TRUST COMPANY:

                             ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.

SEAL                               MERRILL XXXXX TRUST COMPANY [_______________]



                                            By:
                                               ---------------------------------
DATED          , 19
      ---------    --



-------------------------
* The Investment Committee is the Administrative Committee. See the Supplement.



                                       25
   26



                  THE XXXXXXX XXXXX TRUST COMPANIES AS TRUSTEE

This Trustee Acceptance is to be completed only if, in addition to a Xxxxxxx
Xxxxx Trust Companies as Trustee, the Employer appoints an additional Trustee of
a second trust fund.

The undersigned hereby accepts all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.



                                         AS TRUSTEE

--------------------------------------   ---------------------------------------
               (Signature)                         print or type name)

DATED:              , 19
        ------------    -----


SEAL                                MERRILL XXXXX TRUST COMPANY [______________]



                                                 By:

DATED:              , 19
        ------------    -----



DESIGNATION OF ADMINISTRATIVE COMMITTEE

The Administrative Committee for the Plan is (print or type names):

Name:                 Xxxxx Xxxxxxxxxxx
     ---------------------------------------------------------------------------

Name:                 Xxxxx Xxxxxxxxx
     ---------------------------------------------------------------------------

Name:                 Xxxxx Xxxxxxxxxx
     ---------------------------------------------------------------------------

Name:
     ---------------------------------------------------------------------------



                                       26
   27

                                SUPPLEMENT TO THE
                           GADZOOKS, INC. SAVINGS PLAN
         (AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1998) (THE "PLAN")


         The Employer is hereby amending and restating the Plan, effective April
1, 1998, as an individually-designed plan, rather than a prototype plan under
the sponsorship of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. The documents
comprising the Plan, as so amended and restated, consist of the Xxxxxxx Xxxxx
Special Prototype Defined Contribution Plan Adoption Agreement as filled out and
executed by the Employer ("Adoption Agreement"), the Xxxxxxx Xxxxx Special
Prototype Defined Contribution Plan Basic Plan Document #03 ("Basic Plan
Document") and the provisions of this Supplement. This Supplement modifies and
overrides the Adoption Agreement and the Basic Plan Document.

         1.       Article IX of the Basic Plan Document is hereby modified by 
the addition of the following new section:

                  9.4       Appointment of Administrative Committee.

                            Notwithstanding the foregoing provisions of this
                  Article IX, the Employer may, while retaining its status as
                  plan administrator of the Plan under ERISA, appoint a
                  committee to administer the Plan and carry out all of the
                  functions and duties of the Administrator under the Plan (the
                  "Administrative Committee" or the "Committee"). The Committee
                  shall also act as the Investment Committee under the Plan. The
                  rules set forth in Section 9.1.2 of the Basic Plan Document
                  shall govern actions by the Committee. The members of the
                  Committee shall be deemed fiduciaries for purposes of ERISA
                  and shall be indemnified as described in Section 8.4 of the
                  Basic Plan Document.

         2.       Section 10.5.1 of the Basic Plan Document is hereby modified
by the addition of the following new paragraph at the end thereof:

                  A Participant shall not be permitted to direct that more than
                  50% of any contributions to any Account in the Plan be
                  initially invested in Qualifying Employer Securities.

         3.       The Basic Plan Document and the Adoption Agreement are hereby
modified to eliminate the functions and duties of the Sponsor and the mass
submitter, to the extent such functions and duties are to be performed by the
Sponsor or mass submitter in those capacities. The Employer shall assume all
such functions and duties that properly belong to the employer-sponsor of an
individually-designed qualified profit sharing plan under the Code and ERISA.
The Plan shall be construed and interpreted in a manner consistent with its
status as an individually-designed single employer plan of the Employer.



   28



                                           GADZOOKS, INC.


                                           By:       /s/ Xxxxx X. Xxxxxxxxx
                                                  ------------------------------

                                           Title:    Sr. Vice President and CFO
                                                  ------------------------------


         January 29, 1998
       --------------------
       Date



                                       2
   29


                          ----------------------------




                                  XXXXXXX XXXXX





                                     SPECIAL



                                    PROTOTYPE

                            DEFINED CONTRIBUTION PLAN


                          ----------------------------



                Base Plan Document #03 used in conjunction with:


                 Non-standardized Profit Sharing Plan with CODA
                         Letter Serial Number: D359287b
                      National Office Letter Date: 6/29/93


                  Non-standardized Money Purchase Pension Plan
                         Letter Serial Number: D359288b
                      National Office Letter Date: 6/29/93


                      Non-standardized Profit Sharing Plan
                         Letter Serial Number: D359289b
                      National Office Letter Date: 6/29/93



THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.



   30







                          INTERNAL REVENUE SERVICE                                  DEPARTMENT OF THE TREASURY
                          ------------------------                                  --------------------------
                                                                           

PLAN DESCRIPTION:  PROTOTYPE NON-STANDARDIZED PROFIT SHARING PLAN WITH CODA            XXXXXXXXXX, XX 00000
FFN: 50339816103-004       CASE: 9201920       EIN: 00-0000000
BPD: 03            PLAN: 004           LETTER SERIAL NO.: D359287B            PERSON TO CONTACT:     XX. XXXX
                                                                              TELEPHONE NUMBER:      (000) 000-0000
                                                                              REFER REPLY TO:        E:EP:Q:1
                  XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INC.                    DATE:                  06/29/93
                               X.X. XXX 0000
                            XXXXXXXXX, XX 00000





Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does not
in and of itself adversely effect the plan's acceptability under section 401 of
the Internal Revenue Code. This opinion relates only to the amendment to the
form of the plan. It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

An employer who adopts the amended form of the plan after the date of the
amendment should apply for a determination letter by filing an application with
the Key District Director of Internal Revenue on Form 5307, Short Form
Application for Determination for Employee Benefit Plan.

This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of the plan.

                                            Sincerely yours,

                                            /s/ Xxxx Sevrien

                                            Chief, Employee Plans Qualifications
                                            Branch



   31