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                                                                   EXHIBIT 10.23

                               SEVERANCE AGREEMENT

         Agreement made on January 11, 1999, between Gadzooks, Inc., a Texas
corporation (the "Company"), and Paula Y. Masters ("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 the termination of the Executive's
employment with 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. Termination by the Company without Cause. The Company may
at any time terminate Executive's employment without Cause (as defined below) by
giving Executive notice of the effective date of termination (which effective
date may be the date of such notice). In the event of such termination without
Cause, during the Executive's second twelve month period of employment with the
Company, the Company shall have the continuing obligation to make payments of
base salary at the rate in effect at the effective date of such termination for
a period of six (6) months following the effective date of such termination.

                  2. Termination by the Company for Cause. 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") by giving
Executive written notice of the effective date of termination (which effective
date may be the date of such notice):

                           (A)      any habitual neglect of duties;

                           (B) any failure to follow any legal directives of
Gadzooks' Chief Executive Officer, which directive is consistent with your
position and duties;

                           (C) any act of fraud or dishonesty with respect to
any aspect of the Company's or any affiliate's business;

                           (D) 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;

                           (E) 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; or

                           (F) any commission of a felony or of a crime
involving moral turpitude.

                           (G) any breach of material Company policy


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                           If the Company terminates Executive's employment for
any of the reasons set forth above in this Section 2, the Company shall have no
further obligations hereunder from and after the effective date of termination
and shall have all other rights and remedies available under this or any other
agreement and at law or in equity.

                  3. Voluntary Termination by Executive. In the event that
Executive's employment with the Company is terminated by Executive, the Company
shall have no further obligations hereunder from and after the date of such
termination.

                  4. Complete Agreement. This Agreement embodies the complete
agreement and understanding between the parties and supersedes and preempts any
prior understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any way.
Any severance arrangements or agreements between the Company and Executive that
existed at any time prior to the execution and delivery of this Agreement are
hereby terminated by Executive; provided, however, that Executive shall remain
liable for any breach of such arrangements or agreements occurring during the
term of such arrangement or agreement. From and after the date of this
Agreement, Executive shall not be entitled to any compensation from the Company
on account of any such arrangement or agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered on the day and year first above written.


                                         GADZOOKS, INC.



                                   By:      /s/ Gerald R. Szczepanski
                                      ------------------------------------------
                                                      Name

                                   Title: Chief Executive Officer and President
                                         ---------------------------------------
                                                      Title

                                            /s/     Paula Y. Masters
                                         ---------------------------------------
                                                    [Executive]