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                                                                   EXHIBIT 10.19

                                   EXHIBIT E
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                               GUARANTY OF LEASE
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     THIS GUARANTY OF LEASE (this "Guaranty") is made as of December 10, 1998,
by HOT TOPIC, INC., a California corporation, (the "Guarantor"), whose address
is 3410 Pomona Boulevard, Pomona, California, in favor of MAJESTIC REALTY CO.
AND PATRICIAN ASSOCIATES, INC., both California corporations, having an office
at 13191 Crossroads Parkway North, Sixth Floor, City of Industry, California
91746 ("Landlord").

     WHEREAS, Landlord and Hot Topic Administration, Inc., a California
corporation ("Tenant") desire to enter into that certain Industrial Lease (the
"Lease") dated December 10, 1998 concerning the property located at 18305 East
San Jose Avenue, City of Industry, California;

     WHEREAS, Guarantor has a financial interest in the Tenant; and

     WHEREAS, Landlord would not execute the Lease if Guarantor did not execute
and deliver to Landlord this Guaranty.

     NOW THEREFORE, for and in consideration of the execution of the foregoing
Lease by Landlord and as a material inducement to Landlord to execute said
Lease, Guarantor hereby absolutely, presently, continually, unconditionally and
irrevocably guarantees the prompt payment by Tenant of all rentals and all other
sums payable by Tenant under said Lease and the faithful and prompt performance
by Tenant of each and every one of the terms, conditions and covenants of said
Lease to be kept and performed by Tenant, and further agrees as follows:

     1.   It is specifically agreed and understood that the terms, covenants and
conditions of the Lease may be altered, affected, modified, amended,
compromised, released or otherwise changed by agreement between Landlord and
Tenant, or by course of conduct and Guarantor does guaranty and promise to
perform all of the obligations of Tenant under the Lease as so altered,
affected, modified, amended, compromised, released or changed and the Lease may
be assigned by or with the consent of Landlord or any assignee of Landlord
without consent or notice to Guarantor and that this Guaranty shall thereupon
and thereafter guaranty the performance of said Lease as so changed, modified,
amended, compromised, released, altered or assigned.

     2.   This Guaranty shall not be released, modified or affected by failure
or delay on the part of Landlord to enforce any of the rights or remedies of
Landlord under the Lease, whether pursuant to the terms thereof or at law or in
equity, or by any release of any person liable under the terms of the Lease
(including, without limitation, Tenant) or any other guarantor, including
without limitation, any other Guarantor named herein, from any liability with
respect to Guarantor's obligations hereunder.

     3.   Guarantor's liability under this Guaranty shall continue until all
rents due under the Lease have been paid in full in cash and until all other
obligations to Landlord have been satisfied, and shall not be reduced by virtue
of any payment by Tenant of any amount due under the Lease. If all or any
portion of Tenant's obligations under the Lease is paid or performed by Tenant,
the obligations of Guarantor hereunder shall continue and remain in full force
and effect in the event that all or any part of such payment(s) or
performance(s) is avoided or recovered directly or indirectly from Landlord as a
preference, fraudulent transfer or otherwise.

     4.   Guarantor warrants and represents to Landlord that Guarantor now has
and will continue to have full and complete access to any and all information
concerning the Lease, the value of the assets owned or to be acquired by Tenant,
Tenant's financial status and its ability to pay and perform the obligations
owed to Landlord under the Lease. Guarantor further warrants and represents that
Guarantor has reviewed and approved copies of the Lease and is fully informed of
the remedies Landlord may pursue, with or without notice to Tenant, in the event
of default under the Lease. So long as any of Guarantor's obligations hereunder
remains unsatisfied or owing to Landlord, Guarantor shall keep fully informed as
to all aspects of Tenant's financial condition and the performance of said
obligations.

     5.   Guarantor hereby covenants and agrees with Landlord that if a default
shall at any time occur in the payment of any sums due under the Lease by Tenant
or in the performance of any other obligation of Tenant under the Lease,
Guarantor shall and will forthwith upon demand pay 

                                                     Initials: _______________

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                            Exhibit E - Page 1 of 5

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such sums, and any arrears thereof, to Landlord in legal currency of the United
States of America for payment of public and private debts, and take all other
actions necessary to cure such default and perform such obligations of Tenant.

     6.   The liability of Guarantor under this Guaranty is a guaranty of
payment and performance and not of collectibility, and is not conditioned or
contingent upon the genuineness, validity, regularity or enforceability of the
Lease or the pursuit by Landlord of any remedies which it now has or may
hereafter have with respect thereto, at law, in equity or otherwise.

     7.   Guarantor hereby waives and agrees not to assert or take advantage of
to the extent permitted by law: (i) ill notices to Guarantor, to Tenant, or to
any other person, including, but not limited to, notices of the acceptance of
this Guaranty or the creation, renewal, extension, assignment, modification or
accrual of any of the obligations owed to Landlord under the Lease and, except
to the extent set forth in Paragraph 9 hereof, enforcement of any right or
remedy with respect thereto, and notice of any other matters relating thereto,
(ii) notice of acceptance of this Guaranty; (iii) demand of payment,
presentation and protest; (iv) any right to require Landlord to apply to any
default any security deposit or other security it may hold under the Lease; (v)
any statute of limitations affecting Guarantor's liability hereunder or the
enforcement thereof; (vi) any right or defense that may arise by reason of the
incapability, lack or authority, death or disability of Tenant or any other
person; and (vii) all principles or provisions of law which conflict with the
terms of this Guaranty. Guarantor further agrees that Landlord may enforce this
Guaranty upon the occurrence of a default under the Lease, notwithstanding any
dispute between Landlord and Tenant with respect to the existence of said
default or performance of the obligations under the Lease or any counterclaim,
set-off or other claim which Tenant may allege against Landlord with respect
thereto. Moreover, Guarantor agrees that Guarantor's obligations shall not be
affected by any circumstances which constitute a legal or equitable discharge of
a guarantor or surety.

     8.   Guarantor agrees that Landlord may enforce this Guaranty without the
necessity of proceeding against Tenant or any other guarantor. Guarantor hereby
waives the right to require Landlord to proceed against Tenant, to proceed
against any other guarantor, to exercise any right or remedy under the Lease or
to pursue any other remedy or to enforce any other right.

     9.   (a)  Guarantor agrees that nothing contained herein shall prevent
Landlord from suing on the Lease or from exercising any rights available to it
thereunder and that the exercise of any of the aforesaid rights shall not
constitute a legal or equitable discharge of Guarantor. Without limiting the
generality of the foregoing, Guarantor hereby expressly waives any and all
benefits under California Civil Code (S)(S) 2809, 2810, 2819, 2845, 2847, 2848,
2849 and 2850; and the second sentence of California Civil Code (S)2822(a). In
addition, Guarantor agrees that Landlord (not Tenant) shall have the right to
designate the portion of Tenant's obligations under the Lease that is satisfied
by a partial payment by Tenant.

          (b)  Guarantor agrees that Guarantor shall have no right of
subrogation against Tenant or any right of contribution against any other
guarantor hereunder unless and until all amounts due under the Lease have been
paid in full and all other obligations under the Lease have been satisfied.
Guarantor further agrees that, to the extent the waiver of Guarantor's rights of
subrogation and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation Guarantor may have against Tenant shall be junior and subordinate to
any rights Landlord may have against Tenant, and any rights of contribution
Guarantor may have against any other guarantor shall be junior and subordinate
to any rights Landlord may have against such other guarantor.

          (c)  The obligations of Guarantor under this Guaranty shall not be
altered, limited or affected by any case, voluntary or involuntary, involving
the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of Tenant or any defense which Tenant may have by reason of order,
decree or decision of any court or administrative body resulting from any such
case. Landlord shall have the sole right to accept or reject any plan on behalf
of Guarantor proposed in such case and to take any other action which Guarantor
would be entitled to take, including, without limitation, the decision to file
or not file a claim. Guarantor acknowledges and agrees that any payment which
accrues with respect to Tenant's obligations under the Lease (including, without
limitation, the payment of rent) after the commencement of any such proceeding
(or, if any such payment ceases to accrue by operation of law by reason of the
commencement of such proceeding, such payment as would have accrued if said
proceedings had not been commenced) shall be included in Guarantor's obligations
hereunder because it is the intention of the parties that said obligations

                                                       Initials: _______________

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                            Exhibit E - Page 2 of 5

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should be determined without regard to any rule or law or order which may
relieve Tenant of any of its obligations under the Lease. Guarantor hereby
permits any trustee in bankruptcy, receiver, debtor-in-possession, assignee for
the benefit of creditors or similar person to pay Landlord, or allow the claim
of Landlord in respect of, any such payment accruing after the date on which
such proceeding is commenced. Guarantor hereby assigns to Landlord Guarantor's
right to receive any payments from any trustee in bankruptcy, receiver, debtor-
in-possession, assignee for the benefit of creditors or similar person by way of
dividend, adequate protection payment or otherwise.

     10.  Any notice, statement, demand, consent, approval or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Guaranty or pursuant to any applicable law
or requirement of public authority, shall be in writing (whether or not so
stated elsewhere in this Guaranty) and shall be deemed to have been properly
given, rendered or made only if hand-delivered or sent by first-class mail,
postage pre-paid, addressed to the other party at its respective address set
forth below, and shall be deemed to have been given, rendered or made on the day
it is hand-delivered or one day after it is mailed, unless it is mailed outside
of Los Angeles County, California, in which case it shall be deemed to have been
given, rendered or made on the third business day after the day it is mailed. By
giving notice as provided above, either party may designate a different address
for notices, statements, demands, consents, approvals or other communications
intended for it.

To Guarantor:       Prior to Lease Commencement Date:

                         Hot Topic, Inc.
                         3410 Pomona Boulevard
                         Pomona, California 91768

                    After Lease Commencement Date:

                         c/o Hot Topic Administration
                         18305 E. San Jose Avenue
                         City of Industry, California 91744

To Landlord:        Majestic Realty Co. and Patrician Associates
                    13191 Crossroads Parkway North
                    Sixth Floor
                    City of Industry, California 91746
                    Attention:  Chief Financial Officer

     11.  Guarantor represents and warrants to Landlord as follows:

          (a)  No consent of any other person, including, without limitation,
any creditors of Guarantor, and no license, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration
within any governmental authority is required by Guarantor in connection with
this Guaranty or the execution, delivery, performance, validity or
enforceability of this Guaranty and all obligations required hereunder. This
Guaranty has been duly executed and delivered by Guarantor, and constitutes the
legally valid and binding obligation of Guarantor enforceable against such
Guarantor in accordance with its terms.

          (b)  The execution, delivery and performance of this Guaranty will not
violate any provision of any existing law or regulation binding on Guarantor, or
any order, judgment, award or decree of any court, arbitrator or governmental
authority binding on Guarantor, or of any mortgage, indenture, lease, contract
or other agreement, instrument or undertaking to which Guarantor is a party or
by which Guarantor or any of Guarantor's assets may be bound, and will not
result in, or require, the creation or imposition of any lien on any of such
Guarantor's property, assets or revenues pursuant to the provisions of any such
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking.

     12.  The obligations of Tenant under the Lease to execute and deliver
estoppel statements, as therein provided, shall be deemed to also require the
Guarantor hereunder to do and provide the same relative to Guarantor.

     13.  This Guaranty shall be binding upon each Guarantor, such Guarantor's
heirs, representatives, administrators, executors, successors and assigns AND
shall inure to the benefit of

                                                      Initials: ________________

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                            Exhibit E - Page 3 of 5

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and shall be enforceable by Landlord, its successors, endorsees and assigns. Any
married person executing this Guaranty agrees that recourse may be had against
community assets and against his separate property for the satisfaction of all
obligations herein guaranteed. As used herein, the singular shall include the
plural, and the masculine shall include the feminine and neuter and vice versa,
if the context so requires.

     14.  The term "Landlord" whenever used herein refers to and means the
Landlord specifically named in the Lease and also any assignee of said Landlord,
whether by outright assignment or by assignment for security, and also any
successor to the interest of said Landlord or of any assignee in the Lease or
any part thereof, whether by assignment or otherwise. So long as the Landlord's
interest in or to demised premises (as that term is used in the Lease) or the
rents, issues and profits therefrom, or in, to or under the Lease, are subject
to any mortgage or deed of trust or assignment for security, no acquisition by
Guarantor of the Landlord's interest in demised premises or under the Lease
shall affect the continuing obligations of Guarantor under this Guaranty, which
obligations shall continue in full force and effect for, the benefit of the
mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust
or assignment, of any purchaser at sale by judicial foreclosure or under private
power of sale, and of the successors and assigns of any such mortgagee,
beneficiary, trustee, assignee or purchaser.

     15.  The term "Tenant" whenever used herein refers to and means the Tenant
in the Lease specifically named and also any assignee or sublessee of said Lease
and also any successor to the interests of said Tenant, assignee or sublessee of
such Lease or any part thereof, whether by assignment, sublease or otherwise.

     16.  In the event of any dispute or litigation regarding the enforcement or
validity of this Guaranty, Guarantor shall be obligated to pay all charges,
costs and expenses (including, without limitation, reasonable attorneys' fees)
incurred by Landlord, whether or not any action or proceeding is commenced
regarding such dispute and whether or not such litigation is prosecuted to
judgment.

     17.  This Guaranty shall be governed by and construed in accordance with
the laws of California and in a case involving diversity of citizenship, shall
be litigated in and subject to the jurisdiction of the courts of California.

     18.  Every provision of this Guaranty is intended to be severable. In the
event any term or provision hereof is declared to be illegal or invalid for any
reason whatsoever by a court of competent jurisdiction, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof,
which terms and provisions shall remain binding and enforceable.

     19.  This Guaranty may be executed in any number of counterparts each of
which shall be deemed an original and all of which shall constitute one and the
same Guaranty with the same effect as if all parties had signed the same
signature page. Any signature page of this Guaranty may be detached from any
counterpart of this Guaranty and re-attached to any other counterpart of this
Guaranty identical in form hereto but having attached to it one or more
additional signature pages.

     20.  No failure or delay on the part of Landlord to exercise any power,
right or privilege under this Guaranty shall impair any such power, right or
privilege, or be construed to be a waiver of any default or an acquiescence
therein, nor shall any single or partial exercise of such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.

     21.  This Guaranty shall constitute the entire agreement between each
Guarantor and the Landlord with respect to the subject matter hereof. No
provision of this Guaranty or right of Landlord hereunder may be waived nor may
Guarantor be released from any obligation hereunder. except by a writing duly
executed by an authorized officer, director or trustee of Landlord.

     22.  The liability of Guarantor and all rights, powers and remedies of
Landlord hereunder and under any other agreement now or at any time hereafter in
force between Landlord and Guarantor relating to the Lease shall be cumulative
and not alternative and such rights, powers and remedies shall be in addition to
all rights, powers and remedies given to Landlord by law.

                                                      Initials: _______________

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                            Exhibit E - Page 4 of 5
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     IN WITNESS WHEREOF, Guarantor have executed this Guaranty as of the day and
year first above written.

                            HOT TOPIC, INC., a California corporation

                            By:  /s/ Orval Madden
                               ---------------------------------  
                            Its:   President
                                --------------------------------


                            By:  /s/ Marc R. Bertone
                               --------------------------------- 
                            Its:   Vice President
                                 -------------------------------

                            Exhibit E - Page 5 of 5


                                                   Initials: __________________

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