FIRST AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE

This FIRST AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE ("FIRST AMENDMENT"), is
made and entered into as of March 19, 2001 (the FIRST AMENDMENT DATE"), by and
between MAJESTIC-FULLERTON ROAD, LLC, a California limited liability company and
PFG FULLERTON LIMITED PARTNERSHIP, an Iowa limited partnership (collectively, as
"LANDLORD"), and HOT TOPIC ADMINISTRATION, INC., a California Corporation (as
"TENANT').

                                    RECITALS:

A.       Tenant and Majesty Realty Co., a California Corporation and Patrician
         Associates, Inc., a California corporation predecessor-in-interest to
         Landlord entered into that certain Industrial Real Estate Lease (the
         "LEASE"), dated December 10, 1998, whereby Landlord leased to Tenant
         and Tenant leased from Landlord approximately 125,000 square feet of
         space (the "EXISTING PROPERTY") in the building commonly known as 18305
         East San Jose Avenue, City of Industry, California.

B.       Tenant desires to expand the Existing Property to include that certain
         adjacent space which is in the Project, consisting of approximately
         125,000 square feet ("EXPANSION SPACE") in the building commonly known
         as 18305 East San Jose Avenue, City of Industry, California, as
         delineated on Exhibit "A" attached hereto and made a part hereof.

C.       The parties desire to amend the Lease on the terms and conditions set
         forth in this First Amendment.

                                   AGREEMENT:

NOW, THEREFOR, in consideration of the foregoing recitals and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1.       TERMS. All undefined terms when used herein shall have the same
         respective meanings as are given such terms in the Lease unless
         expressly provided otherwise in this First Amendment.

2.       PROPERTY.

         2.1      TENANT'S ACCEPTANCE OF THE PROPERTY. Effective as of August 1,
                  2001 ("EXPANSION SPACE COMMENCEMENT Date"), the "Property"
                  shall contain approximately 250,000 square feet of space in
                  the Project and shall consist of the Existing Property and the
                  Expansion Space. Tenant shall accept the Property in its
                  presently existing, "as is" condition and Landlord has made no
                  representation or warranty with regard to the condition of the
                  Property of the Property or the suitability thereof for
                  Tenant's business, nor shall Landlord be obligated to provide
                  or pay for any improvement work or services related to the
                  improvement of the Property; provided, however, Landlord, at
                  its sole cost and expense, shall, at such time as is mutually
                  agreeable to Landlord and Tenant, remove the presently
                  existing demising wall as set forth on Exhibit "A" attached
                  hereto ("LANDLORDS WORK"). Landlord shall use Landlord's
                  standard building materials and finishes in the construction
                  of Landlords Work. Since Tenant may be occupying a portion of
                  the Property pursuant to the Lease; as amended by this First
                  Amendment, while Landlord is performing Landlord's Work,
                  Landlord agrees that it shall use commercially reasonable
                  efforts to perform Landlord's Work in a manner so as to
                  minimize interference with Tenant's business. Tenant hereby
                  acknowledges that, notwithstanding Tenant's occupancy of a
                  portion of the Property during the performance of Landlord's
                  Work, Landlord shall be permitted to perform Landlord's Work
                  during normal business hours, and Tenant shall provide a clear
                  working area for Landlord's Work (including, but not limited
                  to, the moving of furniture, fixtures and Tenant's property
                  away from the area Landlord is conducting Landlord's Work).
<PAGE>

                  Tenant hereby agrees that the performance of Landlord's Work
                  shall in no way constitute a constructive eviction of Tenant
                  not entitle Tenant to, if any, abatement of rent. Landlord
                  shall have no responsibility or for any reason be liable to
                  Tenant for any direct or indirect injury to or interference
                  with Tenant's business arising from Landlords Work, nor shall
                  Tenant be entitled to any compensation or damages from
                  Landlord for loss of the use of whole or any part of the
                  Property, for loss of or damage to Tenant's personal property,
                  merchandise, fixtures or improvements, or for any
                  inconvenience or annoyance resulting form Landlord's Work or
                  for Landlord's actions in connection with Landlord's Work.

         2.2      RESTORATION OF THE DEMISING WALL. Prior to the termination of
                  this Lease, Tenant, at Tenant's sole cost and expense, shall
                  restore the above referenced demising wall.

3.       RENT.

         3.1      BASE RENT. Effective as of the Expansion Space Commencement
                  Date, the monthly Base Rent for the Property shall be
                  NINETY-FOUR THOUSAND THREE HUNDRED TWENTY-FIVE AND NO/100
                  DOLLARS ($94,325.00).

         3.2      PREPAID RENT. Concurrent with Tenant's execution and delivery
                  of this First Amendment, Tenant shall deliver to Landlord a
                  check payable to Landlord in the amount of FIFTY THOUSAND FIVE
                  HUNDRED SEVENTY-FIVE AND NO/100 DOLLARS ($50,757.00), which
                  amount represents the first month's rent due for the Expansion
                  Space.

         3.3      TENANT'S SHARE. Effective as of the Expansion Space
                  Commencement Date, Section 1.12(b)(iv) is deleted in its
                  entirely and the following is substituted in place thereof:

                           "Tenant's Initial Pro Rata Share of Common Area
                           Expenses is 100%."

         3.4      LANDSCAPE FEE. Effective as of the Expansion Space
                  Commencement Date, the Landscape Fee shall commence at an
                  amount equal to ONE THOUSAND TWO HUNDRED FIFTY AND NO/100
                  DOLLARS ($1,250.00); provided however Landlord and Tenant
                  acknowledge that such amount may be adjusted in accordance to
                  the terms of Article 16 of the Lease, as amended by this First
                  Amendment.

4.       SECURITY DEPOSIT. Concurrently with Tenant's execution and delivery of
         this First Amendment, Tenant shall deposit with Landlord an additional
         Security Deposit in an amount equal to FIFTY THOUSAND FIVE HUNDRED
         SEVENTY-FIVE AND NO/100 DOLLARS ($50,575.00) as additional security for
         the performance by Tenant of its obligation under the Lease, as amended
         by this First Amendment.

5.       DELETIONS. Effective as of the Expansion Space Commencement Date,
         Article 17 of the Lease are hereby deleted and shall be of no further
         force or effect.

6.       BROKERS. The parties recognize that the only brokers involved in the
         negotiation of this First Amendment are Majestic Realty Co. and The
         Staubach Company and agree that Landlord shall be solely responsible
         for the payment of any "Brokerage Commission" to such broker. Each
         party represents and warrants to the other that they have not dealt
         with any other broker in connection with the negotiation and
         consummation of this First Amendment and they each know of no other
         real estate broker, agent or finder who is, or might be, entitled to a
         commission or compensation in connection with this First Amendment.
         Each party agrees to indemnify and defend the other party against, and
         hold the other party harmless from, any and all claims, demands,
         losses, liabilities, damages, lawsuits, judgments, and costs and
         expenses (including, without limitation, reasonable attorneys' fees and
         costs) with respect to any leasing commission or equivalent
         compensation alleged to be owing on account of the indemnifying party's
         dealings with any other real estate broker or agent.

7.       NO OTHER MODIFICATIONS. Except as otherwise provided herein, all other
         terms and provisions of the Lease shall remain in full force and
         effect, unmodified by this First Amendment.

8.       BINDING EFFECT. The provisions of this First Amendment shall be binding
         upon and inure to the benefit of the heirs, representatives, successors
         and permitted assigns of the parties hereto.

9.       AUTHORITY. The parties represent and warrant that they have the
         requisite authority to bind the entity on whose behalf they are
         signing.
<PAGE>

10.      COUNTERPARTS. This First Amendment may be executed in any number of
         original counterparts. Any such counterpart, when executed, shall
         constitute an original of this First Amendment, and all such
         counterparts together shall constitute one and the same First
         Amendment.

         IN WITNESS WHEREOF, the parties have entered into this First Amendment
as of the date first set forth above.

"LANDLORD"                                      "TENANT"

MAJESTIC-FULLERTON ROAD, LLC,                   HOT TOPIC ADMINISTRATION, INC.
a California limited liability company          a California corporation

By: MAJESTIC REALTY CO.,                        By: /s/ Betsy McLaughlin
a California corporation, its sole member
                                                Its: BETSY MCLAUGHLIN, PRESIDENT

By:                                             By: /s/ Marc Bertone
   ---------------------------------               -----------------------------
    Its:                                           Its: MARC BERTONE, VICE
                                                        PRESIDENT
         ---------------------------                    ------------------------

PFG FULLERTON LIMITED PARTNERSHIP,
an Iowa limited partnership

By: PATRICIAN ASSOCIATES, INC.,
    a California corporation, its general partner

By:
    -------------------------------
    Its:
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By:
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     Its:
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GUARANTOR HEREBY ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS FIRST AMENDMENT TO
INDUSTRUAL REAL ESTATE LEASE AS OF THE DATE FIRST SET FORTH ABOVE.


HOT TOPIC, INC.
a California corporation

By: /s/ Betsy McLaughlin
   --------------------------------
     Its: BETSY MCLAUGHLIN, PRESIDENT

By: /s/ Marc Bertone
   --------------------------------
     Its: MARC BERTONE, VICE PRESIDENT
          -------------------------