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                                                                     EXHIBIT 4.9


                             AMENDMENT NO. 4 TO THE
                                 GADZOOKS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


         The Gadzooks, Inc. Employee Stock Purchase Plan, as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3 (the "PLAN"), is hereby
further amended as follows:

         1. Section 4.1 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  "4.1 Annual Offerings. The Plan will be implemented by 180
         monthly offerings of the Company's Common Stock (the "OFFERINGS")
         commencing respectively on April 1, 1998 and the first day of each
         calendar month thereafter, ending with March 31, 2013, subject to any
         suspensions of Offerings deemed necessary or advisable by the
         Committee. Each Offering shall terminate on the last day of each such
         month respectively. The aggregate number of shares that may be issued
         under the Plan is 160,000 minus the number of shares (subject to
         adjustment pursuant to Section 12.3 hereof) that have been issued under
         the Plan prior to April 30, 2003. The commencement date of each
         Offering ("OFFERING COMMENCEMENT DATE") shall be the first day of each
         calendar month in the period beginning April 1, 1998 and ending March
         31, 2013. The termination date of each Offering ("OFFERING TERMINATION
         DATE") shall be the last day of each such calendar month."

         2. Section 10.1 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  "10.1 Maximum Shares. The maximum number of shares that shall
         be reserved for issuance under the Plan, subject to adjustment upon
         changes in capitalization of the Company as provided in Section 12.3
         hereof shall be 160,000 shares minus the number of shares (as
         appropriately adjusted pursuant to Section 12.3 hereof) that have been
         issued under the Plan prior to April 30, 2003. Such shares may be newly
         issued by the Company or may be purchased by the Company on the open
         market. If the total number of shares for which options are exercised
         on any Offering Termination Date in accordance with Article VI above
         exceeds the maximum number of shares available pursuant to the Plan,
         the Company shall make a pro rata allocation of the shares available
         for delivery and distribution in a nearly uniform matter as shall be
         practicable and as it shall determine to be equitable, and the balance
         of payroll deductions credited to the account of each Participant under
         the Plan shall be returned as promptly as possible."

         3. Section 12.5 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  "12.5 Effective Date. The Plan became effective as of April 1,
         1998, Amendment No. 1 became effective as of March 30, 2000, Amendment
         No. 2 became effective as of November 29, 2001, and Amendment No. 3
         became effective as of April 23, 2002. Amendment No. 4 to the Plan
         shall become effective as of June 17, 2003, subject to approval by the
         holders of a majority of the Common Stock present and represented at a
         special or annual meeting of the shareholders held on or before
         December 31, 2003. If Amendment No. 4 to the Plan is not so approved,
         the Amendment shall not become effective."

         4. In all other respects, the Plan shall remain unchanged and in full
force and effect.

                            [Signature Page Follows]





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           IN WITNESS WHEREOF, the foregoing amendment is hereby duly executed
by the corporate officer signing below as of June 17, 2003.

                                 GADZOOKS, INC.


                                 By:       /s/ James A. Motley
                                        ---------------------------------------
                                 Name:  James A. Motley
                                 Title: Vice President, Chief Financial Officer
                                        and Secretary











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