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                                                                   EXHIBIT 10.18
 
                      Southern California Chapter of the 
[LOGO]         Society of Industrial and Office Realtors, (R) Inc.

                         INDUSTRIAL REAL ESTATE LEASE
                            (MULTI-TENANT FACILITY)

ARTICLE ONE: BASIC TERMS

     This Article One contains the Basic Terms of this Lease between the 
Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the 
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

     Section 1.01.  DATE OF LEASE: December 10, 1998

     Section 1.02.  LANDLORD (INCLUDE LEGAL ENTITY): MAJESTIC REALTY CO. AND 
     PATRICIAN ASSOCIATES, Inc., both California corporations

Address of Landlord: 13191 Crossroads Parkway North, 6th Floor          
                     City of Industry, CA 91746

     Section 1.03.  TENANT (INCLUDE LEGAL ENTITY): Hot Topic Administration, 
     Inc., a California corporation

Address of Tenant:   3410 Pomona Boulevard, Pomona, CA

     Section 1.04.  PROPERTY: The Property is part of Landlord's multi-tenant
real property development located at 18305 and 18385 E. San Jose Avenue, City of
Industry, California and described or depicted in Exhibit "A" (the "Project").
The Project includes the land, the buildings and all other improvements located
on the land and the common areas described in Paragraph 4.05(a). The Property is
(include street address, approximate square footage and description) that
approximately 125,000 square foot portion of an approximately 250,000 square
foot building and surrounding area in the Project as outlined in red on Exhibit
"A" attached hereto and made a part hereof and more commonly known as 18305 E.
San Jose Avenue, City of Industry, CA, subject to the right of adjoining
properties to use the area outlined in green labeled "Common Ingress and
Egress".

     Section 1.05   LEASE TERM: five (5) years two (2) months BEGINNING ON March
1, 1999 or such other date as is specified in this Lease, and ENDING ON April 
30, 2004

     Section 1.06   PERMITTED USES: (See Article Five) Office, warehouse and 
distribution of consumer products

     Section 1.07   TENANT'S GUARANTOR: (If none, so state) Hot Topic, Inc., a 
California corporation

     Section 1.08   BROKERS: (See Article Fourteen) (If none, so state)
Landlord's Broker:    Majestic Realty Co.
Tenant's Broker:      The Staubach Company

     Section 1.09   COMMISSION PAYABLE TO LANDLORD'S BROKER:(See Article 
     Fourteen) $ per separate agreement

     Section 1.10   INITIAL SECURITY DEPOSIT: (See Section 3.03) $43,750.00

     Section 1.11   VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section 
     4.05) 206

     Section 1.12   RENT AND OTHER CHARGES PAYABLE BY TENANT: 
     (a)  BASE RENT: FORTY-THREE THOUSAND SEVEN HUNDRED FIFTY AND NO/100---- 
Dollars ($43,750.00) per month for      each       month, as provided in 
Section 3.01,     

     (b)  OTHER PERIODIC PAYMENTS. (i) Real Property Taxes (See Section 4.02);
(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
(iv) Tenant's Initial Pro Rata Share of Common Area Expenses 50% (See Section
4.05); (v) Impounds for Insurance Premiums and Property Taxes (See Section
4.08); (vi) Maintenance, Repairs and Alterations (See Article Six).

     Section 1.13   LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See
     Section 9.05) fifty percent (50%) of the Profit (the "Landlord's Share").

     Section 1.14   RIDERS: The following Riders are attached to and made a part
     of this Lease: (If none, so state)

     Rider pages 1 through 11, Option to Extend Term Lease Rider, and Exhibits 
     "A", "B", "C", "D", "E", "F" and "G".

                                                        Initials: _____________

                                                                  _____________

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ARTICLE TWO: LEASE TERM

     Section 2.01.  LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term. The Lease Term is for the period stated in Section 1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the beginning
or end of the Lease Term is changed under any provision of this Lease. The
"Commencement Date" shall be the date specified in Section 1.05 above for the
beginning of the Lease Term, unless advanced or delayed under any provision of
this Lease.

     Section 2.02.  DELAY IN COMMENCEMENT. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
Commencement Date. Landlord's non-delivery of the Property to Tenant on that
date shall not affect this Lease or the obligations of Tenant under this Lease
except that the Commencement Date shall be delayed until Landlord delivers
possession of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of possession of the Property to Tenant,
plus the number of days necessary to end the Lease Term on the last day of a
month. If Landlord does not deliver possession of the Property to Tenant within
sixty (60) days after the Commencement Date, Tenant may elect to cancel this
Lease by given written notice to Landlord within ten (10) days after the sixty
(60) -day period ends. If Tenant gives such notice, the Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other.
If Tenant does not give such notice, Tenant's right to cancel the Lease shall
expire and the Lease Term shall commence upon the delivery of possession of the
Property to Tenant. If delivery of possession of the Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to
this Lease setting forth the actual Commencement Date and expiration date of the
Lease. Failure to execute such amendment shall not affect the actual
Commencement Date and expiration date of the Lease.

     Section 2.03.  EARLY OCCUPANCY. If Tenant occupies the Property prior to 
the Commencement Date, Tenant's occupancy of the Property shall be subject to 
all of the provisions of this Lease. Early occupancy of the Property shall not 
advance the expiration date of this Lease. Tenant shall pay Base Rent and 
all other charges specified in this Lease for the early occupancy period.

     Section 2.04.  HOLDING OVER. Tenant shall vacate the Property upon the 
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify Landlord against all damages which Landlord incurs from 
Tenant's delay in vacating the Property. If Tenant does not vacate the Property 
upon the expiration or earlier termination of the Lease and Landlord thereafter 
accepts rent from Tenant, Tenant's occupancy of the Property shall be a 
"month-to-month" tenancy, subject to all of the terms of this Lease applicable 
to a month-to-month tenancy, except that the Base Rent then in effect shall be 
increased by twenty-five percent (25%).
      See Rider Section 2.05

ARTICLE THREE: BASE RENT

     Section 3.01.  TIME AND MANNER OF PAYMENT. Upon execution of this Lease by
Landlord and Tenant, Tenant shall pay Landlord the Base Rent in the amount
stated in Paragraph 1.12(a) above for the first month of the Lease Term. On the
first day of the second month of the Lease Term and each month thereafter,
Tenant shall pay Landlord the Base Rent, in advance, without offset, deduction
or prior demand. The Base Rent shall be payable at Landlord's address or at such
other place as Landlord may designate in writing. See Rider Section 3.01

                                                       Initials: ______________

                                                                 ______________

                                       2
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     Section 3.03.  SECURITY DEPOSIT; INCREASES.

     (a) Upon the execution of this Lease by Landlord and Tenant, Tenant shall 
deposit with Landlord a cash Security Deposit in the amount set forth in Section
1.10 above. Landlord may apply all or part of the Security Deposit to any unpaid
rent or other charges due from Tenant or to cure any other defaults of Tenant. 
If Landlord uses any part of the Security Deposit, Tenant shall restore the 
Security Deposit to its full amount within ten (10) days after Landlord's 
written request. Tenant's failure to do so shall be a material default under 
this Lease. No interest shall be paid on the Security Deposit. Landlord shall 
not be required to keep the Security Deposit separate from its other accounts 
and no trust relationship is created with respect to the Security Deposit.

     (b) Each time the Base Rent is increased, Tenant shall deposit additional 
funds with Landlord sufficient to increase the Security Deposit to an amount 
which bears the same relationship to the adjusted Base Rent as the initial 
Security Deposit bore to the initial Base Rent.

     Section 3.04.  TERMINATION; ADVANCE PAYMENTS. Upon termination of this 
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation) 
or any other termination not resulting from Tenant's default, and after Tenant 
has vacated the Property in the manner required by this Lease, Landlord shall 
refund or credit to Tenant (or Tenant's successor) the unused portion of the 
Security Deposit, any advance rent or other advance payments made by Tenant to
Landlord, and any amounts paid for real property taxes and other reserves which 
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

     Section 4.01.  ADDITIONAL RENT. All charges payable by Tenant other than 
Base Rent are called "Additional Rent." Unless this Lease provides otherwise, 
Tenant shall pay all Additional Rent then due with the next monthly installment 
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

     Section 4.02.  PROPERTY TAXES.

     (a) REAL PROPERTY TAXES. Tenant shall pay all real property taxes on the 
Property (including any fees, taxes or assessments against, or as a result of, 
any tenant improvements installed on the Property by or for the benefit of 
Tenant) during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.08 
below, such payment shall be made at least ten (10) days prior to the 
delinquency date of the taxes. Within such ten (10) -day period, Tenant shall 
furnish Landlord with satisfactory evidence that the real property taxes have 
been paid. Landlord shall reimburse Tenant for any real property taxes paid by 
Tenant covering any period of time prior to or after the Lease Term. If Tenant 
fails to pay the real property taxes when due, Landlord may pay the taxes and 
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent. Alternatively, Landlord may elect to bill Tenant in advance for such taxes
and Tenant shall pay Landlord the amount of such taxes, as Additional Rent, at 
least ten (10) days but not more than thirty (30) days prior to delinquency. 
Landlord shall pay such taxes prior to delinquency provided Tenant has timely 
made such payments to Landlord. Any penalty caused by Tenant's failure to 
timely make such payments shall also be Additional Rent owed by Tenant 
immediately upon demand.

     (b) DEFINITION OF "REAL PROPERTY TAX." "Real property tax" means: (i) any 
fee, license fee, license tax, business license fee, commercial rental tax, 
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord's right to receive, or the receipt 
of, rent or income from the Property or against Landlord's business of leasing 
the Property; (iii) any tax or charge for fire protection, streets, sidewalks, 
road maintenance, refuse or other services provided to the Property by any 
governmental agency; (iv) any tax imposed upon this transaction or based upon a 
re-assessment of the Property due to a change of ownership, as defined by 
applicable law, or other transfer of all or part of Landlord's interest in the 
Property; and (v) any charge or fee replacing any tax previously included within
the definition of real property tax. "Real property tax" does not, however, 
include Landlord's federal or state income, franchise, inheritance or estate 
taxes.

     (c) JOINT ASSESSMENT. SEE RIDER SECTION 4.02(c)

     (d) PERSONAL PROPERTY TAXES.

         (i)  Tenant shall pay all taxes charged against trade fixtures,
     furnishings, equipment or any other personal property belonging to Tenant.
     Tenant shall try to have personal property taxed separately from the
     Property.

         (ii) If any of Tenant's personal property is taxed with the Property, 
     Tenant shall pay Landlord the taxes for the personal property within
     fifteen (15) days after Tenant receives a written statement from Landlord
     for such personal property taxes.

     Section 4.03. UTILITIES. Tenant shall pay, directly to the appropriate 
supplier, the cost of all natural gas, heat, light, power, sewer service, 
telephone, water, refuse disposal and other utilities, and services supplied to 
the Property.

                                                       Initials: ______________

                                                                 ______________

                                       3     
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     Section 4.04. INSURANCE POLICIES.

     (a) LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
policy of commercial general liability insurance (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability for
bodily injury, property damage (including loss of use of property) and personal
injury arising out of the operation, use or occupancy of the Property. Tenant
shall name Landlord as an additional insured under such policy. The initial
amount of such insurance shall be Three Million Dollars ($3,000,000) per
occurrence and shall be subject to periodic increase based upon increased
liability awards against Tenant. The liability insurance obtained by Tenant
under this Paragraph 4.04(a) shall (i) be primary and non-contributing; (ii)
contain cross-liability endorsements; and (iii) insure Landlord against Tenant's
performance under Section 5.05. if the matters giving rise to the indemnity
under Section 5.05 result from the negligence of Tenant. The amount and coverage
of such insurance shall not limit Tenant's liability nor relieve Tenant of any
other obligation under this Lease. Landlord may also obtain comprehensive public
liability insurance in an amount and with coverage determined by Landlord
insuring Landlord against liability arising out of ownership, operation, use or
occupancy of the Property. The policy obtained by Landlord shall not be
contributory and shall not provide primary insurance.

     (b) PROPERTY AND RENTAL INCOME INSURANCE. During the Lease Term, Landlord
shall maintain policies of insurance covering loss of or damage to the Property
in the full amount of its replacement value. Such policy shall contain an
Inflation Guard Endorsement and shall provide protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Landlord deems reasonably necessary. Landlord shall have
the right to obtain flood and earthquake insurance if required by any lender
holding a security interest in the Property. Landlord shall not obtain insurance
for Tenant's fixtures or equipment or building improvements installed by Tenant
on the Property. During the Lease Term, Landlord shall also maintain a rental
income insurance policy, with loss payable to Landlord, in an amount equal to
one year's Base Rent, plus estimated real property taxes and insurance premiums.
Tenant shall be liable for the payment of any deductible amount under all of
Tenant's insurance policies maintained pursuant to this Section 4.04. and a
deductible not exceed Ten Thousand Dollars ($10,000) under Landlord's insurance
policies pursuant to this Section 4.04(b) Tenant shall not do or permit anything
to be done which invalidates any such insurance policies.

     (c) PAYMENT OF PREMIUMS. Subject to Section 4.08, Tenant shall pay all
premiums for the insurance policies described in Paragraphs 4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium statement or other evidence of the amount due,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Paragraph
4.04(a). For insurance policies maintained by Landlord which cover improvements
on the entire Project, Tenant shall pay Tenant's prorated share of the premiums,
in accordance with the formula in Paragraph 4.05(e) for determining Tenant's
share of Common Area costs. If insurance policies maintained by Landlord cover
improvements on real property other than the Project, Landlord shall deliver to
Tenant a statement of the premium applicable to the Property showing in
reasonable detail how Tenant's share of the premium was computed. If the Lease
Term expires before the expiration of an insurance policy maintained by
Landlord, Tenant shall be liable for Tenant's prorated share of the insurance
premiums. Before the Commencement Date, Tenant shall deliver to Landlord a copy
of any policy of insurance which Tenant is required to maintain under this
Section 4.04. At least thirty (30) days prior to the expiration of any such
policy, Tenant shall deliver to Landlord a renewal of such policy. As an
alternative to providing a policy of insurance, Tenant shall have the right to
provide Landlord a certificate of insurance, executed by an authorized officer
of the insurance company, showing that the insurance which Tenant is required to
maintain under this Section 4.04 is in full force and effect and containing such
other information which Landlord reasonably requires.

     (d)  GENERAL INSURANCE PROVISIONS.

          (i)    Any insurance which Tenant is required to maintain under this 
     Lease shall include a provision which requires the insurance carrier to
     give Landlord not less than thirty (30) days' written notice prior to any
     cancellation or material modification of such coverage.

          (ii)   If following three (3) days written notice from Landlord, 
     Tenant fails to deliver any policy, certificate or renewal to Landlord
     required under this Lease within the prescribed time period or if any such
     policy is cancelled or modified during the Lease Term without Landlord's
     consent, Landlord may obtain such insurance, in which case Tenant shall
     reimburse Landlord for the cost of such insurance within fifteen (15) days
     after receipt of a statement that indicates the cost of such insurance.

          (iii)  Tenant shall maintain all insurance required under this Lease 
     with companies holding a "General Policy Rating" of A-12 or better, as set
     forth in the most current issue of "Best Key Rating Guide". Landlord and
     Tenant acknowledge the insurance markets are rapidly changing and that
     insurance in the form and amounts described in this Section 4.04 may not be
     available in the future. Tenant acknowledges that the insurance described
     in this Section 4.04 is for the primary benefit of Landlord. If at any time
     during the Lease Term, Tenant is unable to maintain the insurance required
     under the Lease, Tenant shall nevertheless maintain insurance coverage
     which is customary and commercially reasonable in the insurance industry
     for Tenant's type of business, as that coverage may change from time to
     time. Landlord makes no representation as to the adequacy of such insurance
     to protect Landlord's or Tenant's interest. Therefore, Tenant shall obtain
     any such additional property or liability insurance which Tenant deems
     necessary to protect Landlord and Tenant.
     See Rider Section 4.04(e)

                                                   Initials: ________________

                                                             ________________
     
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          (iv) Unless prohibited under any applicable insurance policies
maintained, Landlord and Tenant each hereby waive any and all rights of recovery
against the other, or against the officers, employees, agents or representatives
of the other, for loss of or damage to its property or the property of others
under its control. If such loss or damage is covered by any insurance policy in
force (whether or not described in this Lease) at the time of such loss or
damage. Upon obtaining the required policies of insurance, Landlord and Tenant
shall give notice to the insurance carriers of this mutual waiver of
subrogation. 
     See Rider Section 4.04(e)
     Section 4.05. COMMON AREAS; USE, MAINTENANCE AND COSTS.
     
     (a)  COMMON AREAS. As used in this Lease, "Common Areas" shall mean all 
areas within the Project which are available for the common use of tenants of 
the Project and which are not leased or held for the exclusive use of Tenant or 
other tenants, including, but not limited to, parking areas, driveways, 
sidewalks, loading areas, access roads, corridors, landscaping and planted 
areas. Landlord, from time to time, may change the size, location, nature and 
use of any of the Common Areas, convert Common Areas into leasable areas,
construct additional parking facilities (including parking structures) in the
Common Areas, and increase or decrease Common Area land and/or facilities,
Tenant acknowledges that such activities may result in inconvenience to Tenant.
Such activities and changes are permitted if they do not materially affect
Tenant's use of the Property or permanently decrease the number of vehicle
parking spaces allocated to Tenant pursuant to this Lease.

     (b)  USE OF COMMON AREAS. Tenant shall have the nonexclusive right (in 
common with other tenants and all others to whom Landlord has granted or may 
grant such rights) to use the Common Areas for the purposes intended, subject 
to such reasonable rules and regulations as Landlord may establish from time to 
time. Tenant shall abide by such reasonable nondiscriminatory rules and
regulations and shall use its good faith effort to cause others who use the
Common Areas with Tenant's express or implied permission to abide by Landlord's
rules and regulations. At any time, Landlord may close any Common Areas to
perform any acts in the Common Areas as, in Landlord's judgement, are desirable
to improve the Project. Tenant shall not interfere with the rights of Landlord,
other tenants or any other person entitled to use the Common Areas.

     (c)  SPECIFIC PROVISION RE: VEHICLE PARKING. Tenant shall be entitled to 
use the number of vehicle parking spaces in the Property allocated to Tenant in 
Section 1.11 of the Lease without paying any additional rent. Tenant's parking 
shall not be reserved and shall be limited to vehicles no larger than standard 
size automobiles or pickup utility vehicles. Temporary parking of large delivery
vehicles in the Property may be permitted by the rules and regulations 
established by Landlord. Vehicles shall be parked only in striped parking spaces
and not in driveways, loading areas or other locations not specifically 
designated for parking. Handicapped spaces shall only be used by those legally 
permitted to use them. If Tenant parks more vehicles in the parking area than 
the number set forth in Section 1.11 of this Lease, such conduct shall be a 
material breach of this Lease. In addition to Landlord's other remedies under 
the Lease, Tenant shall pay a daily charge determined by Landlord for each such
additional vehicle.
 See Rider Section 4.05 (c)

     (d)  MAINTENANCE OF COMMON AREAS. Landlord shall maintain the Common Areas 
in good order, condition and repair and shall operate the Project, in Landlord's
sole discretion, as a first-class industrial/commercial real property
development. Tenant shall pay Tenant's pro rata share (as determined below) of
all costs incurred by Landlord for the operation and maintenance of the Common
Areas. Common Area costs include, but are not limited to, costs and expenses
for the following: utilities, water and sewage charges; maintenance of signs
(other than tenants' signs); premiums for liability, property damage, fire and
other types of casualty insurance on the Common Areas and worker's compensation
insurance; all property taxes and assessments levied on or attributable to the
Common Areas and all Common Area improvements; all personal property taxes
levied on or attributable to personal property used in connection with the
common Areas; straight-line depreciation on personal property owned by Landlord
which is consumed in the operation or maintenance of the Common Areas; rental or
lease payments paid by Landlord for rented or leased personal property used in
the operation or maintenance of the Common Areas; fees for required licenses and
permits; repairing, resurfacing, repaving, maintaining, painting, lighting,
cleaning, refuse removal, security and similar items; Landlord may cause any or
all of such services to be provided by third parties and the cost of such
services shall be included in Common Area costs. Common Area costs shall not
include depreciation of real property which forms part of the Common Areas and
"Landlord's Work," as that term is defined in Section 6.07 of this Lease.
See Rider Section 4.05(d)

                                                       Initials: ______________

                                                                 ______________

                                       5
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     (e)  TENANT'S SHARE AND PAYMENT. Tenant shall pay Tenant's annual pro rata 
share of all Common area costs (prorated for any fractional month) upon written
notice from Landlord that such costs are due and payable, and in any event prior
to delinquency, Tenant's pro rata share shall be calculated by dividing the 
square foot area of the Property, as set forth in Section 1.04 of the Lease, by
the aggregate square foot area of the Project which is leased or held for lease
by tenants, as of the date on which the computation is made, Tenant's initial
pro rata share is set out in Paragraph 1.12(b). Any changes in the Common Area
costs and/or the aggregate area of the Project leased or held for lease during
the Lease Term shall be effective on the first day of the month after such
change occurs. Landlord may, at Landlord's election, estimate in advance and
charge to Tenant as Common Area costs, all real property taxes for which Tenant
is liable under Section 4.02 of the Lease, all insurance premiums for which
Tenant is liable under Section 4.04 of the Lease, all maintenance and repair
costs for which Tenant is liable under Section 6.04 of the Lease, and all other
Common Area costs payable by Tenant hereunder. At Landlord's election, such
statements of estimated Common Area costs shall be delivered monthly, quarterly
or at any other periodic intervals to be designated by Landlord. Landlord may
adjust such estimates at any time based upon Landlord's experience and
reasonable anticipation of costs. Such adjustments shall be effective as of the
next rent payment date after notice to Tenant. Within sixty (60) days after the
end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles
setting forth, in reasonable detail, the Common Area costs paid or incurred by
Landlord during the preceding calendar year and Tenant's pro rata share. Upon
receipt of such statement, there shall be an adjustment between Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord shall receive the entire amount of Tenant's share of such costs and
expenses for such period.

     Section 4.06.  LATE CHARGES. Tenant's failure to pay rent promptly may 
cause Landlord to incur unanticipated costs. The exact amount of such costs are 
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be 
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the 
Property. Therefore, if Landlord does not receive any rent payment within ten 
(10) days after it becomes due, Tenant shall pay Landlord a late charge equal to
ten percent (10%) of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of such late payment.

     Section 4.07.  INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by Tenant 
to Landlord which is not paid when due shall bear interest at the rate of twelve
percent (12%) per annum from the due date of such amount. However, interest 
shall not be payable on late charges to be paid by Tenant under this Lease. The 
payment of interest on such amounts shall not excuse or cure any default by 
Tenant under this Lease. If the interest rate specified in this Lease is higher 
than the rate permitted by law, the interest rate is hereby decreased to the 
maximum legal interest rate permitted by law.

     Section 4.08.  IMPOUNDS FOR INSURANCE PREMIUMS AND REAL PROPERTY TAXES. If 
required by any lender to whom Landlord has granted a security interest in the 
Property, or if Tenant is more than ten (10) days late in the payment of rent 
more than twice in any consecutive twelve (12) month period, Tenant shall pay 
Landlord a sum equal to one-twelfth (1/12) of the annual real property taxes and
insurance premiums payable by Tenant under this Lease, together with each 
payment of Base Rent. Landlord shall hold such payments in a non-interest
bearing impound account. If unknown, Landlord shall reasonably estimate the
amount of real property taxes and insurance premiums when due, Tenant shall pay
any deficiency of funds in the impound account to Landlord upon written request.
If Tenant defaults under this Lease, Landlord may apply any funds in the impound
account to any obligation then due under this Lease.
See Rider Section 4.09

ARTICLE FIVE: USE OF PROPERTY 

     Section 5.01.  PERMITTED USES. Tenant may use the Property only for the 
Permitted Uses set forth in Section 1.06 above.

     Section 5.02.  MANNER OF USE. Tenant shall not cause or permit the Property
to be used in any way which constitutes a violation of any law, ordinance, or 
governmental regulation or order, which annoys or interferes with the rights of
tenants of the Project, or which constitutes a nuisance or waste. Tenant shall
obtain and pay for all permits, including a Certificate of Occupancy, required
for Tenant's occupancy of the Property and shall promptly take all actions
necessary to comply with all applicable statutes, ordinances, rules,
regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

                                                     Initials: _______________

                                                               _______________
                                       6
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     Section 5.04.  SIGNS AND AUCTIONS. Tenant shall not place any signs on the 
Property without Landlord's prior written consent. Tenant shall not conduct or 
permit any auctions or sheriff's sales at the Property.
See Rider Section 5.04

     Section 5.05.  INDEMNITY. Tenant shall indemnify Landlord against and hold 
Landlord harmless from any and all costs, claims or liability to the extent 
arising from: (a) Tenant's use of the Property; (b) the conduct of Tenant's 
business or anything else done or permitted by Tenant to be done in or about the
Property, including any contamination of the Property or any other property 
resulting from the presence or use of Hazardous Material caused or permitted by 
Tenant; (c) any breach or default in the performance of Tenant's obligations 
under this Lease; (d) any misrepresentation or breach of warranty by Tenant 
under this Lease; or (e) other acts or omissions of Tenant related to the 
Property. Tenant shall defend Landlord against any such cost, claim or liability
at Tenant's expense with counsel reasonably acceptable to Landlord or, at 
Landlord's election, Tenant shall reimburse Landlord for any reasonable 
legal fees or costs incurred by Landlord in connection with any such claim. As a
material part of the consideration to Landlord, Tenant assumes all risk of 
damage to property or injury to persons in or about the Property arising from 
any cause, and Tenant hereby waives all claims in respect thereof against 
Landlord, except for any claim arising out of Landlord's active negligence or 
willful misconduct. As used in this Section, the term "Tenant" shall include 
Tenant's employees, agents, contractors and invitees, if applicable.

     Section 5.06.  LANDLORD ACCESS. Landlord or its agents may enter the 
Property upon giving Tenant twenty-four (24) hours notice at all reasonable
times to show the Property to potential buyers, investors or tenants or other
parties, provided, however, Landlord does not need to give Tenant notice in the
case of an emergency; to do any other act or to inspect and conduct tests in
order to monitor Tenant's compliance with all applicable environmental laws and
all laws governing the presence and use of Hazardous Material; or for any other
purpose Landlord deems necessary. Landlord shall give Tenant prior notice of
such entry, except in the case of an emergency. During the last six (6) months
of the Lease Term, Landlord may place customary "For Sale" or "For Lease" signs
on the landscape area of the Property; provided however the foregoing shall not
preclude Landlord from attaching signs on the adjoining property.

     Section 5.07.  QUIET POSSESSION. If Tenant pays the rent and complies with 
all other terms of this Lease, Tenant may occupy and enjoy the Property for the 
full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

     Section 6.01. EXISTING CONDITIONS. Except as provided in Section 6.07 of
the Rider, Tenant accepts the Property in its condition as of the execution of
the Lease, subject to all recorded matters, laws, ordinances, and governmental
regulations and orders. Except as provided herein, Tenant acknowledges that
neither Landlord nor any agent of Landlord has made any representation as to the
condition of the Property or the suitability of the Property for Tenant's
intended use. Tenant represents and warrants that Tenant has made its own
inspection of and inquiry regarding the condition of the Property and is not
relying on any representations of Landlord or any Broker with respect thereto.
If Landlord or Landlord's Broker has provided a Property Information Sheet or
other Disclosure Statement regarding the Property, a copy is attached as an
exhibit to the Lease.
See Rider Section 6.01

     Section 6.02. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not be
liable for any damage or injury to the person, business (or any loss of income
therefrom), goods, wares, merchandise or other property of Tenant, Tenant's
employees, invitees, customers or any other person in or about the Property,
whether such damage or injury is caused by or results from: (a) fire, steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or any other cause; (c) conditions arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other tenant of the Project, Landlord shall
not be liable for any such damage or injury even though the cause of or the
means of repairing such damage or injury are not accessible to Tenant. The
provisions of this Section 6.02 shall not, however, exempt Landlord from
liability for Landlord's active negligence or willful misconduct.

     Section 6.03.  LANDLORD'S OBLIGATIONS. 

     (a)  Except as provided in Section 6.04, Article Seven (Damage or 
Destruction) and Article Eight (Condemnation), Landlord shall keep the 
following in good order, condition and repair: the foundations, exterior walls 
and roof of the Property (including painting the exterior surface of the 
exterior walls of the Property not more often than once every five (5) years, if
necessary) and all components of electrical, mechanical, plumbing, heating and 
air conditioning systems and facilities located in the Property which are 
concealed or used in common by tenants of the Project. However, Landlord shall 
not be obligated to maintain or repair windows, doors, plate glass or the 
interior surfaces of exterior walls, Landlord shall make repairs under this 
Section 6.03 within a reasonable time after receipt of written notice from 
Tenant of the need for such repairs.

     (b)  Tenant shall pay or reimburse Landlord for all costs Landlord incurs 
under Paragraph 6.03(a) above as Common Area costs as provided for in Section 
4.05 of the Lease. Tenant waives the benefit of any statute in effect now or in 
the future which might give Tenant the right to make repairs at Landlord's 
expense or to terminate this Lease due to Landlord's failure to keep the 
Property in good order, condition and repair.

                                                      Initials: _______________

                                                                _______________

                                       7
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     Sections 6.04 TENANT'S OBLIGATIONS.

     (a) Except as provided in Section 6.03, Article Seven (Damage or
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions of
the Property (including structural, nonstructural, interior, systems, Tenant
Improvements and equipment) in good order, condition and repair (including
interior repainting and refinishing, as needed). If any portion of the Property
or any system or equipment in the Property which Tenant is obligated to repair
cannot be fully repaired or restored, Tenant shall promptly replace such portion
of the Property or system or equipment in the Property, regardless of whether
the benefit of such replacement extends beyond the Lease Term; but if the
benefit or useful life of such replacement extends beyond the Lease Term (as
such term may be extended by exercise of any options), the useful life of such
replacement shall be prorated over the remaining portion of the Lease Term (as
extended), and Tenant shall be liable only for that portion of the cost which is
applicable to the Lease Term (as extended). Tenant shall maintain a preventive
maintenance contract providing for the regular inspection and maintenance of the
heating and air conditioning system by a licensed heating and air conditioning
contractor. If any part of the Property or the Project is damaged by any act or
omission of Tenant, Tenant shall pay Landlord the cost of repairing or replacing
such damaged property, whether or not Landlord would otherwise be obligated to
pay the cost of maintaining or repairing such property. It is the intention of
Landlord and Tenant that at all times Tenant shall maintain the portions of the
Property which Tenant is obligated to maintain in an attractive, first-class and
fully operative condition.

     (b) Tenant shall fulfill all of Tenant's obligations under this Section 
6.04 at Tenant's sole expense. If Tenant fails to maintain, repair or replace 
the Property as required by this Section 6.04, or diligently commence to rectify
and cure the same within ten (10) days after notice from Landlord (except that 
no notice shall be required in the case of an emergency), Landlord may enter the
Property and perform such maintenance or repair (including replacement, as 
needed) on behalf of Tenant. In such case, Tenant shall reimburse Landlord for 
all costs incurred in performing such maintenance or repair immediately upon 
demand.

     Section 6.05. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS

     (a) Tenant shall not make any alterations, additions, or improvements to 
the Property without Landlord's prior written consent, except for non-structural
alterations which do not exceed Ten Thousand Dollars ($10,000) in cost
cumulatively per twelve (12) month period and which are not visible from the
outside of any building of which the Property is part. After the Lease
Commencement Date and if Tenant's net worth is less than Twenty-four Million and
No/100 Dollars ($24,000,000.00). Landlord may require Tenant to provide
demolition and/or lien and completion bonds in form and amount satisfactory to
Landlord. Tenant shall promptly remove any alterations, additions, or
improvements constructed in violation of this Paragraph 6.05(a) upon Landlord's
written request. All alterations, additions, and improvements shall be done in a
good and workmanlike manner, in conformity with all applicable laws and
regulations, and by a contractor approved by Landlord. Within sixty (60) days
after completion of any such work, Tenant shall provide Landlord with "as built"
plans, copies of all construction contracts, and proof of payment for all labor
and materials.

     (b) Tenant shall pay when due all claims for labor and material furnished
to the Property. Tenant shall give Landlord at least twenty (20) days' prior
written notice of the commencement of any work on the Property, regardless of
whether Landlord's consent to such work is required. Landlord may elect to
record and post notices of non-responsibility on the Property.

     Section 6.06. CONDITION UPON TERMINATION. Upon termination of the Lease, 
Tenant shall surrender the Property to Landlord, broom clean and in the same 
condition as received except for ordinary wear and tear which Tenant was not 
otherwise obligated to remedy under any provision of this Lease. However, Tenant
shall not be obligated to repair any damage which Landlord is required to repair
under Article Seven (Damage or Destruction). In addition,it shall be in 
Landlord's sole discretion whether or not Tenant shall remove the Tenant 
Improvements, any alterations, additions or improvements (whether or not made 
with Landlord's consent) prior to the expiration of the Lease and to restore the
Property to its prior condition, all at Tenant's expense. Notwithstanding the 
foregoing, Tenant may request at the time it seeks Landlord's consent to an 
alteration, addition or improvement, that Landlord state in writing at the time 
it grants approval whether or not removal will be required at the expiration of 
this Lease. Such request shall specifically cite this Lease provision and 
Landlord's obligation to make such statement. All alterations, additions and 
improvements which Landlord has not required Tenant to remove shall become 
Landlord's property and shall be surrendered to Landlord upon the expiration or 
earlier termination of the Lease, except that Tenant may remove any of Tenant's 
machinery or equipment which can be removed without material damage to the 
Property. Tenant shall repair, at Tenant's expense, any damage to the Property 
caused by the removal of any such machinery or equipment. SEE RIDER SECTION 
6.07.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

     Section 7.01 PARTIAL DAMAGE TO PROPERTY.

     (a) Tenant shall notify Landlord in writing immediately upon the occurrence
of any damage to the Property. If the Property is only partially damaged (i.e.,
less than fifty percent (50%) of the Property is untenantable as a result of
such damage or less than fifty (50%) of Tenant's operations are materially
impaired) and if the proceeds received by Landlord from the insurance policies
described in Paragraph 4.04(b) are sufficient to pay for the necessary repairs,
this Lease shall remain in effect and Landlord shall repair the damage as soon
as reasonably possible. Landlord may elect (but is not required) to repair any
damage to Tenant's fixtures, equipment, or improvements.

                                                   Initials: ________________

                                                             ________________

                                       8
<PAGE>
 
     (b)  If the insurance proceeds received by Landlord are not sufficient to
pay the entire cost of repair, or if the cause of the damage is not covered by
the insurance policies which Landlord is obligated to maintain under Paragraph
4.04(b). Landlord may elect either to (i) repair the damage as soon as
reasonably possible, in which case this Lease shall remain in full force and
effect, or (ii) terminate this Lease as of the date the damage occurred.
Landlord shall notify Tenant within thirty (30) days after receipt of notice of
the occurrence of the damage whether Landlord elects to repair the damage or
terminate the Lease. If Landlord elects to repair the damage, Tenant shall pay
Landlord the "deductible amount" (if any) but not to exceed Ten Thousand Dollars
($10,000.00) in the aggregate for any one (i) occurrence under Landlord's
insurance policies and, if the damage was due to an act or omission of Tenant,
or Tenant's employees, agents, contractors or invitees, the difference between
the actual cost of repair and any insurance proceeds received by Landlord. If
Landlord elects to terminate this Lease, Tenant may elect to continue this Lease
in full force and effect, in which case Tenant shall repair any damage to the
Property and any building in which the Property is located. Tenant shall pay the
cost of such repairs, except that upon satisfactory completion of such repairs,
Landlord shall deliver to Tenant any insurance proceeds received by Landlord for
the damage repaired by Tenant. Tenant shall give Landlord written notice of such
election within ten (10) days after receiving Landlord's termination notice.

     (c)  If the damage to the Property occurs during the last twelve (12)
months of the Lease Term and such damage will require more than thirty (30) days
to repair, either Landlord or Tenant may elect to terminate this Lease as of the
date the damage occurred, regardless of the sufficiency of any insurance
proceeds. The party electing to terminate this Lease shall give written
notification to the other party of such election within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the damage.

     Section 7.02. SUBSTANTIAL OR TOTAL DESTRUCTION. If the Property is
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate the later of (i) the date the destruction occurred, and (ii) the date
Tenant ceases to do business at the Property. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction, Landlord may elect to rebuild the Property at Landlord's own
expense, in which case this Lease shall remain in full force and effect.
Landlord shall notify Tenant of such election within thirty (30) days after
Tenant's notice of the occurrence of total or substantial destruction. If
Landlord so elects, Landlord shall rebuild the Property at Landlord's sole
expense, except that if the destruction was caused by an act or omission of
Tenant, Tenant shall pay Landlord the difference between the actual cost of
rebuilding and any insurance proceeds received by Landlord.

     Section 7.03. TEMPORARY REDUCTION OF RENT. If the Property is destroyed or
damaged and Landlord or Tenant repairs or restores the Property pursuant to the
provisions of this Article Seven, any rent payable during the period of such
damage, repair and/or restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired. Except for such possible
reduction in Base Rent, insurance premiums and real property taxes and other
periodic payments. Tenant shall not be entitled to any compensation, reduction,
or reimbursement from Landlord as a result of any damage, destruction, repair,
or restoration of or to the Property.

     Section 7.04. WAIVER. Tenant waives the protection of any statute, code or
judicial decision which grants a tenant the right to terminate a lease in the 
event of the substantial or total destruction of the leased property. Tenant 
agrees that the provisions of Section 7.02 above shall govern the rights and 
obligations of Landlord and Tenant in the event of any substantial or total 
destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

     If all or any portion of the Property is taken under the power of eminent
domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than ten percent (10%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this
Lease, this Lease shall remain in effect as to the portion of the Property not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its interest in the Property; (b) second, to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property; and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in 
the value of the leasehold, the taking of the fee, or otherwise.  If this Lease 
is not terminated, Landlord shall repair any damage to the Property caused by
the Condemnation, except that Landlord shall not obligated to repair any damage
for which Tenant has been reimbursed by the condemning authority. If the
severance damages received by Landlord are not sufficient to pay for such
repair, Landlord shall have the right to either terminate this Lease or make
such repair at Landlord's expense.

                                                     Initials: _______________

                                                               _______________  

                                       9
<PAGE>
 
ARTICLE NINE:  ASSIGNMENT AND SUBLETTING

     Section 9.01.  LANDLORD'S CONSENT REQUIRED. No portion of the Property or 
of Tenant's interest in this Lease may be acquired by any other person or 
entity, whether by sale, assignment, mortgage, sublease, transfer, operation of 
law, or act of Tenant, without Landlord's prior written consent, except as 
provided in Section 9.02 below. Landlord has the right to grant or withhold its 
consent as provided in Section 9.05 below. Any attempted transfer without 
consent shall be void and shall constitute a non-curable breach of this Lease. 
If Tenant is a partnership, any cumulative transfer of more than twenty percent 
(20%) of the partnership interests shall require Landlord's consent.

     Section 9.02.  TENANT AFFILIATE. Tenant may assign this Lease or sublease 
the Property, without Landlord's consent, to any corporation which controls, is 
controlled by or is under common control with Tenant, or to any corporation 
resulting from the merger of or consolidation with Tenant or from a sale of 
substantially all of the stock or assets of Tenant ("Tenant's Affiliate"). In 
such case, any Tenant's Affiliate shall assume in writing all of Tenant's 
obligations under this Lease.

     Section 9.03.  NO RELEASE OF TENANT. No transfer permitted by this Article 
Nine, whether with or without Landlord's consent, shall release Tenant or change
Tenant's Primary liability to pay the rent and to perform all other obligations 
of Tenant under this Lease. Landlord's acceptance of rent from any other person 
is not a waiver of any provision of this Article Nine. Consent to one transfer 
is not a consent to any subsequent transfer. If Tenant's transferee defaults 
under this Lease, Landlord may proceed directly against Tenant without pursuing 
remedies against the transferee. Landlord may consent to subsequent assignments 
or modifications of this Lease by Tenant's transferee, without notifying Tenant 
or obtaining its consent. Such action shall not relieve Tenant's liability under
this Lease.

     Section 9.05.  LANDLORD'S CONSENT.

     (a)  Tenant's request for consent to any transfer described in Section 9.01
shall set forth in writing the details of the proposed transfer, including the 
name, business and financial condition of the prospective transferee, financial 
details of the proposed transfer (e.g., the term of and the rent and security 
deposit payable under any proposed assignment or sublease), and any other 
information Landlord deems relevant. Landlord shall have the right to terminate 
this Lease or to withhold consent, if reasonable, or to grant consent, based on 
the following factors: (i) the business of the proposed assignee or subtenant 
and the proposed use of the Property; (ii) the financial worth and/or financial 
stability of the proposed assignee or subtenant in light of the responsibilities
to be undertaken in connection with the assignment or sublease on the date the 
consent is requested; (iii) Tenant's compliance with all of its obligations 
under this Lease; and (iv) such other factors as Landlord may reasonably deem 
relevant. If Landlord objects to a proposed assignment solely because of the net
worth and/or financial reputation of the proposed assignee, Tenant may 
nonetheless sublease (but not assign), all or a portion of the Property to the 
proposed transferee, but only on the other terms of the proposed transfer.

     (b)  If Tenant assigns or subleases, the following shall apply:

          (i)  Tenant shall pay to Landlord as Additional Rent under the Lease
     the Landlord's Share (stated in Section 1.13) of the Profit (defined below)
     on such transaction as and when received by Tenant, unless Landlord gives
     written notice to Tenant and the assignee or subtenant that Landlord's
     Share shall be paid by the assignee or subtenant to Landlord directly. The
     "Profit" means (A) all amounts paid to Tenant for such assignment or
     sublease, including "key" money, monthly rent in excess of the monthly rent
     payable under the Lease, and all fees and other consideration paid for the
     assignment or sublease, including fees under any collateral agreements,
     less (B) costs and expenses directly incurred by Tenant in connection with
     the execution and performance of such assignment or sublease for real
     estate broker's commissions and costs of renovation or construction of
     tenant improvements required under such assignment or sublease. Tenant is
     entitled to recover such costs and expenses before Tenant is obligated to
     pay the Landlord's Share to Landlord. The Profit in the case of a sublease
     of less than all the Property is the rent allocable to the subleased space
     as a percentage on a square footage basis.

          (ii) Tenant shall provide Landlord a written statement certifying all
     amounts to be paid from any assignment or sublease of the Property within
     thirty (30) days after the transaction documentation is signed, and
     Landlord may inspect Tenant's books and records to verify the accuracy of
     such statement. On written request, Tenant shall promptly furnish to
     Landlord copies of all the transaction documentation, all of which shall be
     certified by Tenant to be complete, true and correct. Landlord's receipt of
     Landlord's Share shall not be a consent to any further assignment or
     subletting. The breach of Tenant's obligation under this Paragraph 9.05(b)
     shall be a material default of the Lease.

     (c)  See Rider Section 9.05(c)

     Section 9.06.  NO MERGER. No merger shall result from Tenant's sublease of 
the Property under this Article Nine, Tenant's surrender of this Lease or the 
termination of this Lease in any other manner. In any such event, Landlord may 
terminate any or all subtenancies or succeed to the interest of Tenant as 
sublandlord under any or all subtenancies.

                                                 Initials: __________________

                                                           __________________

                                      10
<PAGE>
 
ARTICLE TEN: DEFAULTS; REMEDIES

     Section 10.01. COVENANTS AND CONDITIONS. Tenant's performance of each of 
Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon 
such performance. Time is of the essence in the performance of all covenants and
conditions.

     Section 10.02 DEFAULTS. Tenant shall be in material default under this 
Lease:

     (a) If Tenant abandons the Property and rent payments are discontinued, or 
if Tenant's vacation of the Property results in the cancellation of any 
insurance described in Section 4.04; 

     (b) If Tenant fails to pay rent or any other charge when due; See Rider 
Section 10.02 (b)

     (c) If Tenant fails to perform any of Tenant's non-monetary obligations 
under this Lease for a period of thirty (30) days after written notice from 
Landlord; provided that if more than thirty (30) days are required to complete 
such performance, Tenant shall not be in default if Tenant commences such 
performance within the thirty (30) -day period and thereafter diligently pursues
its completion. However, Landlord shall not be required to give such notice if 
it is physically impossible for Tenant to cure a breach of this Lease. The 
notice required by this Article 10 is intended to satisfy any and all notice 
requirements imposed by law on Landlord and is not in addition to any such 
requirement.

     (d) (i) If Tenant makes a general assignment or general arrangement for the
benefit of creditors; (ii) if a petition for adjudication of bankruptcy or for
reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed
to take possession of substantially all of Tenant's assets located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within sixty (60) days; or (iv) if substantially all of Tenant's assets
located at the Property or of Tenant's interest in this Lease is subjected to
attachment, execution or other judicial seizure which is not discharged within
thirty (30) days. If a court of competent jurisdiction determines that any of
the acts described in this subparagraph (d) is not a default under this Lease,
and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.

     (e) If any guarantor of the Lease revokes or otherwise terminates, or 
purports to revoke or otherwise terminate, any guaranty of all or any portion of
Tenant's obligations under the Lease. Unless otherwise expressly provided, no  
guaranty of the Lease is revocable.

     Section 10.03. REMEDIES. On the occurrence of any material default by 
Tenant, Landlord may, at any time thereafter, with or without notice or demand 
and without limiting Landlord in the exercise of any right or remedy which 
Landlord may have: 
     
     (a) Terminate Tenant's right to possession of the Property by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Property to Landlord. If Tenant shall be served
with a demand for the payment of past due rent or any other charge, any payments
rendered thereafter to cure any default by Tenant shall be made only by
cashier's check. In such event, Landlord shall be entitled to recover from
Tenant all damages incurred by Landlord by reason of Tenant's default, including
(i) the worth at the time of the award of the unpaid Base Rent, Additional Rent
and other charges which Landlord had earned at the time of the termination; (ii)
the worth at the time of the award of the amount by which the unpaid Base Rent,
Additional Rent and other charges which Landlord would have earned after
termination until the time of the award exceeds the amount of such rental loss
that Tenant proves Landlord could have reasonably avoided; (iii) the worth at
the time of the award of the amount by which the unpaid Base Rent, Additional
Rent and other charges which Tenant would have paid for the balance of the Lease
term after the time of award exceeds the amount of such rental loss that Tenant
proves Landlord could have reasonably avoided; and (iv) any other amount
necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under the Lease or which in the
ordinary course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses Landlord incurs in maintaining or
preserving the Property after such default, the cost of recovering possession of
the Property, expenses of reletting, including necessary renovation or
alteration of the Property, Landlord's reasonable attorneys' fees incurred in
connection therewith, and any real estate commission paid or payable. As used in
subparts (i) and (ii) above, the "worth at the time of the award" is computed by
allowing interest on unpaid amounts at the rate of fifteen percent (15%) per
annum, or such lesser amount as may then be the maximum lawful rate. As used in
subpart (iii) above, the "worth at the time of the award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award, plus one percent (1%). If Tenant has
abandoned the Property, Landlord shall have the option of (i) retaking
possession of the Property and recovering from Tenant the amount specified in
this Paragraph 10.03(a) or (iii) proceeding under Paragraph 10.03(b).

     (b) Maintain Tenant's right to possession, in which case this Lease shall 
continue in effect whether or not Tenant has abandoned the Property. In such 
event, Landlord shall be entitled to enforce all of Landlord's rights and 
remedies under this Lease, including the right to recover the rent as it becomes
due; Landlord shall have the remedy described in California Civil Code Section 
1951.4 (lessor may continue lease in effect after lessee's breach and 
abandonment and recover rent as it becomes due, if lessee has the right to 
sublet or assign, subject only to reasonable limitations);

     (c) Pursue any other remedy now or hereafter available to Landlord under 
the laws or judicial decisions of the state in which the Property is located.

                                              Initials: _________________

                                                        _________________

                                      11
<PAGE>
 
     Section 10.04. REPAYMENT OF "FREE" RENT. If this Lease provides for a
postponement of any monthly rental payments, a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent".
Tenant shall be credited with having paid all of the Abated Rent on the
expiration of the Lease Term only if Tenant has fully, faithfully, and
punctually performed all of Tenant's obligations hereunder, including the
payment of all rent (other than the Abated Rent) and all other monetary
obligations and the surrender of the Property in the physical condition required
by this Lease. Tenant acknowledges that its right to receive credit for the
Abated Rent is absolutely conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does
not cure within any applicable grace period, or within three (3) days after
written notice from Landlord if no grace period applies the Abated Rent shall
immediately become due and payable in full and this Lease shall be enforced as
if there were no such rent abatement or other rent concession. In such case
Abated Rent shall be calculated based on the full initial rent payable under
this Lease.

     Section 10.05. AUTOMATIC TERMINATION. Notwithstanding any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act which affirms the Landlord's intention to terminate the Lease as
provided in Section 10.03 hereof, including the filing of an unlawful detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including reasonable attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease;
the obtaining of relief from any stay in bankruptcy restraining any action to
evict Tenant; or the pursuing of any action with respect to Landlord's right to
possession of the Property. All such damages suffered (apart from Base Rent and
other rent payable hereunder) shall constitute pecuniary damages which must be
reimbursed to Landlord prior to assumption of the Lease by Tenant or any
successor to Tenant in any bankruptcy or other proceeding.

     Section 10.06.  CUMULATIVE REMEDIES. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN:  PROTECTION OF LENDERS

     Section 11.01. SUBORDINATION. Landlord shall have the right to subordinate
this Lease to any ground lease, deed of trust or mortgage encumbering the
Property, any advances made on the security thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded. Tenant shall cooperate with Landlord and any lender which is
acquiring a security interest in the Property or the Lease. Tenant shall execute
such further documents and assurances as such lender may require, in: the form
attached hereto as Exhibit "B" or such other form as is then required by
Landlord's lender, provided that Tenant's obligations under this Lease shall not
be increased in any material way (the performance of ministerial acts shall not
be deemed material), and Tenant shall not be deprived of its rights under this
Lease. Tenant's right to quiet possession of the Property during the Lease Term
shall not be disturbed if Tenant pays the rent and performs all of Tenant's
obligations under this Lease and is not otherwise in default Landlord shall use
commercially reasonable efforts to provide Tenant with a nondisturbance
agreement in a commercially reasonable form from Landlord's presently existing
lender. If any ground lessor, beneficiary or mortgagee elects to have this Lease
prior to the lien of its ground lease, deed of trust or mortgage and gives
written notice thereof to Tenant, this Lease shall be deemed prior to such
ground lease, deed of trust or mortgage whether this Lease is dated prior or
subsequent to the date of said ground lease, deed of trust or mortgage or the
date of recording thereof. Tenant waives the provisions of any current or future
statute, rule or law which may give or purport to give Tenant any right or
election to terminate or otherwise adversely affect this Lease and the
obligations of the Tenant hereunder in the event of any foreclosure proceeding
or sale.

     Section 11.02.  ATTORNMENT.  If Landlord's interest in the Property is 
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale. Tenant shall attorn to the transferee of or 
successor to Landlord's interest in the Property and recognize such transferee 
or successor as Landlord under this Lease.  Tenant waives the protection of any 
statute or rule of law which gives or purports to give Tenant any right to 
terminate this Lease or surrender possession of the Property upon the transfer 
of Landlord's interest.

     Section 11.03. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any
 instrument or documents necessary or appropriate to evidence any such
 attornment or subordination or agreement to do so. If Tenant fails to do so
 within ten (10) days after written request the contents of the document shall
 be deemed true and enforceable against Tenant, and third parties may rely
 thereon.

     Section 11.04.  ESTOPPEL CERTIFICATES.
     
     (a) Upon Landlord's written request. Tenant shall execute, acknowledge and
deliver to Landlord a written statement in the form attached hereto as Exhibit
"C" or such other commercially reasonable form as is then required by Landlord's
lender, certifying: (i) that none of the terms or provisions of this Lease have
been changed (or if they have been changed, stating how they have been changed);
(ii) that this Lease has not been cancelled or terminated; (iii) the last date
of payment of the Base Rent and other charges and the time period covered by
such payment; (iv) that Landlord is not default under this Lease (or, if
Landlord is claimed to be in default, stating why); and (v) such other
representations or information with respect to Tenant or the Lease as Landlord
may reasonably request or which any prospective purchaser or encumbrancer of the
Property may require. Tenant shall deliver such statement to Landlord within
twenty (20) days after Landlord's request. Landlord may give any such statement
by Tenant to any prospective purchaser or encumbrancer of the Property. Such
purchaser or encumbracer may rely conclusively upon such statement as true and
correct.

     (b)  If Tenant does not deliver such statement to Landlord within such ten
(10)-day period, Landlord, and any prospective purchaser or encumbrancer, may
conclusively presume and rely upon the following facts: (i) that the terms and 
provisions of this Lease have not been changed except as otherwise represented 
by Landlord; (ii) that this Lease has not been cancelled or terminated except as
otherwise represented by Landlord; (iii) that not more than one month's Base 
Rent or other charges have been paid in advance; and (iv) that Landlord is not 
in default under the Lease.  In such event, Tenant shall be estopped from 
denying the truth of such facts.

                                                    Initials ___________________

                                                             ___________________

                                      12
 

  
<PAGE>
 
     Section 11.05.  TENANT'S FINANCIAL CONDITION. Within ten (10) days after
written request from Landlord. Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall 
deliver to any lender designated by Landlord any financial statements required
by such lender to facilitate the financing or refinancing of the Property.
Tenant represents and warrants to Landlord that each such financial statement 
is a true and accurate statement as of the date of such statement.  All
financial statements shall be confidential and shall be used only for the
purpose set forth in this Lease.

 SEE RIDER SECTION 11.05
ARTICLE TWELVE: LEGAL COSTS

     Section 12.01. LEGAL PROCEEDINGS. If Tenant or Landlord shall be in breach
or default under this Lease, such party (the "Defaulting Party") shall reimburse
the other party (the "Nondefaulting Party") upon demand for any costs or 
expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgement entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgement is entered, a reasonable sum as attorneys' fees and
cost. The losing party in such action shall pay such attorneys' fees and costs.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
cost, expenses, demands and liability Landlord may incur if Landlord becomes or
is made a party to any claim or action (a) instituted by Tenant against any
third party, or by any third party against Tenant, or by or against any person
holding any interest under or using the Property by license of or agreement with
Tenant; (b) for foreclosure of any lien for labor or material furnished to or
for Tenant or such other person; (c) otherwise arising out of or resulting from
any act or transaction of Tenant or such other person; or (d) necessary to
protect Landlord's interest under this Lease in a bankruptcy proceeding, or
other proceeding under Title 11 of the United States Code, as amended. Tenant
shall defend Landlord against any such claim or action at Tenant's expense with
counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant
shall reimburse Landlord for any legal fees or costs Landlord incurs in any such
claim or action.

     Section 12.02.  LANDLORD'S CONSENT. Tenants shall pay Landlord's reasonable
attorneys' fees incurred in connection with Tenant's request for Landlord's
consent under Article Nine (Assignment and Subletting), or in connection with 
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN:  MISCELLANEOUS PROVISIONS

     Section 13.01.  NON-DISCRIMINATION. Tenant promises, and it is a condition
to the continuance of this Lease, that there will be no discrimination against,
or segregation of, any person or group of persons on the basis of race, color,
sex, creed, national origin or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof.

     Section 13.02.  LANDLORD'S LIABILITY; CERTAIN DUTIES.

     (a)  As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or Project or the leasehold
estate under a ground lease of the Property or Project at the time in question.
Each Landlord is obligated to perform the obligations of Landlord under this
Lease only during the time such Landlord owns such interest or title. Any
Landlord who transfers its title or interest is relieved of all liability,
provided that transferee assumes such liability, with respect to the obligations
of Landlord under this Lease to be performed on or after the date of transfer.
However, each Landlord shall deliver to its transferee all funds that Tenant
previously paid if such funds have not yet been applied under the terms of this
Lease.

     (b)  Tenant shall give written notice of any failure by Landlord to perform
any of its obligations under this Lease to Landlord and to any ground lessor,
mortgagee or beneficiary under any deed of trust encumbering the Property whose
name and address have been furnished to Tenant in writing. Landlord shall not be
in default under this Lease unless Landlord (or such ground lessor, mortgagee or
beneficiary) fails to cure such non-performance within thirty (30) days after
receipt of Tenant's notice. However, if such non-performance reasonably requires
more than thirty (30) days to cure, Landlord shall not be in default if such
cure is commenced within such thirty (30) -day period and thereafter diligently
pursued to completion.

     (c)  Notwithstanding any term or provision herein to the contrary, the 
liability of Landlord for the performance of its duties and obligations under
this Lease is limited to Landlord's interest in the Property and the Project
and all rents, profits and issues therefrom and neither the landlord nor its 
partners, shareholders, officers or other principals shall have any personal
liability under the Lease.

     Section 13.03.  SEVERABILITY.  A determination by a court of competent 
jurisdiction that any provisions of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

     Section 13.04  INTERPRETATION. The captions of the Articles or Sections of 
this Lease are to assist the parties in reading this Lease and are not a part of
the terms or provisions of this Lease. Whenever required by the context of this
Lease, the singular shall include the plural and the plural shall include the
singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

                                                  Initials: __________________

                                                            __________________

                                      13
<PAGE>
 

     Section 13.05. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This Lease
is the only agreement between the parties pertaining to the lease of the 
Property and no other agreements are effective. All amendments to this Lease 
shall be in writing and signed by all parties. Any other attempted amendment 
shall be void.

     Section 13.06. NOTICES. All notices required or permitted under this Lease 
shall be in writing and shall not be personally delivered or sent by certified
mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above, except that upon
Tenant's taking possession of the Property, the Property shall be Tenant's
address for notice purposes. Notices to Landlord shall be delivered to the
address specified in Section 1.02 above. All notices shall be effective upon
delivery. Either party may change its notice address upon written notice to the
other party.

See Rider Section 13.06
     
     Section 13.07. WAIVERS. All waivers must be in writing and signed by the 
waiving party. Landlord's failure to enforce any provision of this Lease or its 
acceptance of rent shall not be a waiver and shall not prevent Landlord from 
enforcing that provision or any other provision of this Lease in the future. No 
statement on a payment check from Tenant or in a letter accompanying a payment 
check shall be binding on Landlord. Landlord may, with or without notice to 
Tenant, negotiate such check without being bound to the conditions of such 
statement.

     Section 13.08. NO RECORDATION. Tenant shall not record this Lease without 
prior written consent from Landlord. However, either Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties be
recorded. The party requiring such recording shall pay all transfer taxes and
recording fees.
     
     Section 13.09. BINDING EFFECT; CHOICE OF LAW. This Lease binds any party 
who legally acquires any rights or interest in this Lease from Landlord or 
Tenant. However, Landlord shall have no obligation to Tenant's successor unless 
the rights or interests of Tenant's successor are acquired in accordance with 
the terms of this Lease.  The laws of the state in which the Property is located
shall govern this Lease.

     Section 13.10. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY; If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a copy of a general authorizing resolution of Tenant's Board
of Directors authorizing the execution of leases and agreements or other
evidence of such authority reasonably acceptable to Landlord. If Tenant is a
partnership, each person or entity signing this Lease for Tenant represents and
warrants that he or it is a general partner of the partnership, that he or it
has full authority to sign for the partnership and that this Lease binds the
partnership and all general partners of the partnership. Tenant shall give
written notice to Landlord of any general partner's withdrawal or addition.
Within thirty (30) days after this Lease is signed, Tenant shall deliver to
Landlord a copy of Tenant's recorded statement of partnership or certificate of
limited partnership.

     Section 13.11. JOINT AND SEVERAL LIABILITY. All parties signing this Lease 
as Tenant shall be jointly and severally liable for all obligations of Tenant. 

     Section 13.12. FORCE MAJEURE. If Landlord or Tenant cannot perform any of 
its obligations due to events beyond such applicable party's control except with
respect to rent obligation to be paid by Tenant pursuant to this Lease the time 
provided for performing such obligations shall be extended by a period of time 
equal to the duration of such events. Events beyond Landlord's or Tenant's 
control include, but are not limited to, acts of God, war, civil commotion, 
labor disputes, strikes, fire, flood or other casualty, shortages of labor or 
material, government regulation or restriction and weather conditions.

     Section 3.13.  EXECUTION OF LEASE. This Lease may be executed in 
counterparts and, when all counterpart documents are executed, the counterparts 
shall constitute a single binding instrument. Landlord's delivery of this Lease 
to Tenant shall not be deemed to be an offer to lease and shall be binding upon 
either party until executed and delivered by both parties. 
     
     Section 13.14. SURVIVAL. All representations and warranties of Landlord and
Tenant shall survive the termination of this Lease. 


ARTICLE FOURTEEN: BROKERS

     Section 14.01. BROKER'S FEE. When this Lease is signed by and delivered to 
both Landlord and Tenant. Landlord shall pay a real estate commission to 
Tenant's Broker pursuant to a separate agreement executed between Landlord and 
Tenant's Broker prior to lease execution Landlord's Broker named in Section 1.08
above, if any, as provided in the written agreement between Landlord and 
Landlord's Broker, or the sum stated in Section 1.09 above for services rendered
to Landlord by Landlord's Broker in this transaction. Landlord shall pay 
Landlord's Broker a commission if Tenant exercises any option to extend the 
Lease Term or to buy the Property, or any similar option or right which Landlord
may grant to Tenant, or if Landlord's Broker is the procuring cause of any other
lease or sale entered into between Landlord and Tenant covering the Property. 
Such commission shall be the amount set forth in Landlord's Broker's commission 
schedule in effect as of the execution of this Lease. If a Tenant's Broker is 
named in Section 1.08 above, Landlord's Broker shall pay an appropriate portion 
of its commission to Tenant's Broker if so provided in any agreement between 
Landlord's Broker and Tenant's Broker. Nothing contained in this Lease shall 
impose any obligation on Landlord to pay a commission or fee to any party other 
than Landlord's Broker and Tenant's Broker.

     Section 14.02. Protection of brokers. If Landlord sells the Property, or 
assigns Landlord's interest in this Lease, the buyer or assignee shall, by 
accepting such conveyance of the Property or assignment of the Lease, be 
conclusively deemed to have agreed to make all payments to Landlord's Broker 
thereafter required of Landlord under this Article Fourteen. Landlord's Broker 
and Tenant's Broker shall have the right to bring a legal action to enforce
or declare rights under this provision. The prevailing party in such action 
shall be entitled to reasonable attorneys' fees to be paid by the losing party. 
Such attorneys' fees shall be fixed by the court in such action. This
Paragraph is included in this Lease for the benefit of Landlord's Broker and 
Tenant's Broker.

                                                  Initials: ________________

                                                            ________________

                                      14
<PAGE>
 


     Section 14.03  BROKER'S DISCLOSURE OF AGENCY. Landlord's Broker hereby 
discloses to Landlord and Tenant and Landlord and Tenant hereby consent to 
Landlord's Broker acting in this transaction as the agent of (check one):

     xx   Landlord exclusively or 
     --

     [ ]  both Landlord and Tenant.


     Section 14.04. NO OTHER BROKERS. Tenant represents and warrants to 
Landlord that the brokers named in Section 1.08 above are the only agents, 
brokers, finders or other parties with whom Tenant has dealt and Tenant has no 
knowledge of any other brokers who are or may be entitled to any commission or 
fee with respect to this Lease or the Property.

     ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO
OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE 
DRAW A LINE THROUGH THE SPACE BELOW.






     Landlord and Tenant have signed this Lease at the place and on the dates 
specified adjacent to their signatures below and have initialled all Riders 
which are attached to or incorporated by reference in this Lease.

                                              "LANDLORD"

Signed on ------------, 19----    MAJESTIC REALTY CO., A California corporation 


at----------------------------    By:/s/ [SIGNATURE ILLEGIBLE]^^    
                                     ---------------------------
                                  
                                  Its:__________________________  

                                  By:/s/ [SIGNATURE ILLEGIBLE]^^ 
                                     ---------------------------
                                           
                     
                                  PATRICIAN ASSOCIATES, INC., a California
                                  corporation

                                  By: /s/ Jon M Jacobson
                                      --------------------------

                                  Its: Vice President 
                                       -------------------------    
                                                
                                  By:/s/[SIGNATURE ILLEGIBLE]^^ 
                                     ---------------------------
 
                                  Its: Vice President 
                                       ------------------------                 
                                   
                                              "TENANT" 
                                    
Signed on December 21, 1998       HOT TOPIC ADMINISTRATION, INC., a California
          --------------------
                                   corporation

at Pomane, California             By: /s/ ORVAL MADDEN   
   ---------------------------        -------------------------------
                                  
                                  Its: ORVAL MADDEN, PRESIDENT
                                      -------------------------------
                                  
                                  By: MARC R BERTONE 
                                      -------------------------------
                                  
                                  Its: MARC R. BERTONE VICE PRESIDENT
                                       ------------------------------


     IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.

     THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION
OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS,(R) INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN
CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS, (R) INC.,
ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR
AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL
COUNSEL.

                                                  Initials: _________________

                                                            _________________

                                      15
<PAGE>
 
                          [LOGO OF SIOR APPEARS HERE]

                             OPTION TO EXTEND TERM
                                        
                                  LEASE RIDER
                                        
     This Rider is attached to and made part of that certain Lease (the "Lease")
dated September 8, 1998 between Majestic Realty Co. and Patrician Associates,
Inc., both California corporations as Landlord, and Hot Topic Administration,
Inc., a California Corporation, as Tenant, covering the Property commonly known
as 18305 E. San Jose Avenue, City of Industry, California (the "Property"). The
terms used herein shall have the same definitions as set forth in the Lease. The
provisions of this Rider shall supersede any inconsistent or conflicting
provisions of the Lease.

A.   Option(s) to Extend Term.

     1.   Landlord hereby grants to Tenant two (2) option(s) (the "Option(s)")
to extend the Lease Term for additional term(s) of three (3) years each (the
"Extension(s)"), on the same terms and conditions as set forth in the Lease, but
at an increased rent as set forth below. Each Option shall be exercised only by
written notice delivered to Landlord at least one hundred eighty (180) days
before the expiration of the Lease Term or the preceding Extension of the Lease
Term, respectively. If Tenant fails to deliver Landlord written notice of the
exercise of an Option within the prescribed time period, such Option and any
succeeding Options shall lapse, and there shall be no further right to extend
the Lease Term. Each Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, and at all times prior to the
commencement of such Extension, Tenant shall not be in default under any of the
provisions of this Lease and (b) Tenant has not been ten (10) or more days late
in the payment of rent more than a total of two (2) times during a twelve (12)
month period.

     2.   PERSONAL OPTIONS.

     The Option(s) are personal to the Tenant named in Section 1.03 of the Lease
or any Tenant's Affiliate described in Section 9.02 of the Lease. If Tenant
subleases any portion of the Property or assigns or otherwise transfers any
interest under the Lease to an entity other than a Tenant Affiliate prior to the
exercise of an Option (whether with or without Landlord's consent), such Option
and any succeeding Options shall lapse. If Tenant subleases any portion of the
Property or assigns or otherwise transfers any interest of Tenant under the
Lease to an entity other than a Tenant Affiliate after the exercise of an Option
but prior to the commencement of the respective Extension (whether with or
without Landlord's consent), such Option and any succeeding Options shall lapse
and the Lease Term shall expire as if such Option were not exercised. If Tenant
subleases any portion of the Property or assigns or otherwise transfers any
interest of Tenant under the Lease in accordance with Article 9 of the Lease
after the exercise of an Option and after the commencement of the Extension
related to such Option, then the term of the Lease shall expire upon the
expiration of the Extension during which such sublease or transfer occurred and
only the succeeding Options shall lapse.

B.   CALCULATION OF RENT.

     The Base Rent during the Extension(s) shall be determined by one or a
combination of the following methods (INDICATE YOUR CHOICE UPON EXECUTION OF THE
LEASE):

          2.   Fair Rental Value Adjustment (Section B(2), below)    [XX]

                                                     Initials: ______________

                                                               ______________
<PAGE>
 
     2.   FAIR RENTAL VALUE ADJUSTMENT.

     The Base Rent shall be increased on the first day of the first month(s) of
 the first and second Extension(s) of the Lease Term (the "Rental Adjustment
 Date(s)") to the "fair rental value" of the Property, determined in the
 following manner:

     (a)  Not later than one hundred (100) days prior to any applicable Rental
 Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate in
 good faith, the fair rental value of the Property as of such Rental Adjustment
 Date. If Landlord and Tenant have not agreed upon the fair rental value of the
 Property at least ninety (90) days prior to the applicable Rental Adjustment
 Date, the fair rental value shall be determined by appraisal, as follows
 (INDICATE YOUR CHOICE UPON EXECUTION OF THE LEASE):

                                              Appraisal by Brokers.[XX]
                                                                    

     (b)  If Landlord and Tenant are not able to agree upon the fair rental
 value of the Property within the prescribed time period, then Landlord and
 Tenant shall attempt to agree in good faith upon a single appraiser or broker,
 as indicated above, not later than seventy-five (75) days prior the applicable
 Rental Adjustment Date. If Landlord and Tenant are unable to agree upon a
 single appraiser/broker within such time period, then Landlord and Tenant shall
 each appoint one appraiser or broker, as indicated above, not later than sixty-
 five (65) days prior to the applicable Rental Adjustment bate. Within (10) days
 thereafter, the two appointed appraisers/brokers shall appoint a third
 appraiser or broker, as indicated above. If either Landlord or Tenant fails to
 appoint its appraiser/broker- within the prescribed time period, -the single
 appraiser/broker appointed shall determine the fair rental value of the
 Property. If both parties fail to appoint appraisers/brokers within the
 prescribed time periods, then the first appraiser/broker thereafter selected by
 a party shall determine the fair rental value of the Property. Each party shall
 bear the cost of its own appraiser or broker and the parties shall share
 equally the cost of the single or third appraiser or broker, if applicable. If
 appraisers are used, such appraisers shall have at least five (5) years'
 experience in the appraisal of commercial/industrial real property in the area
 in which the Property is located and shall be members of professional
 organizations such as MAI or equivalent. If brokers are used, such brokers
 shall have at least five (5) years' experience in the sales and leasing of
 commercial/industrial real property in the area in which the Property is
 located and shall be members of professional organizations such as the Society
 of Industrial Realtors or equivalent.

     (c)  For the purposes of such appraisal, the term "fair market value" shall
mean the price that a ready and willing tenant would pay, as of the applicable
Rental Adjustment Date, as monthly rent to a ready and willing landlord of
property comparable to the Property if such property were exposed for lease on
the open market for a reasonable period of time and taking into account all of
the purposes for which such property may be used. If a single appraiser/broker
is chosen, then such appraiser/broker shall determine the fair rental value of
the Property. Otherwise, the fair rental value of the Property shall be the
arithmetic average of the two (2) of the three (3) appraisals which are closest
in amount, and the third appraisal shall be disregarded. In no event, however,
shall the Base Rent be reduced by reason of such computation. Landlord and
Tenant shall instruct the appraiser(s)/broker(s) to complete their determination
of the fair rental value not later than thirty (30) days prior to the applicable
Rental Adjustment Date. If the fair rental value is not determined prior to the
applicable Rental Adjustment Date, then Tenant shall continue to pay to Landlord
the Base Rent applicable to the Property immediately prior to such Extension,
until the fair rental value is determined. When the fair rental value of the
Property is determined, Landlord shall deliver notice thereof to Tenant, and
Tenant shall pay to Landlord, within (10) days after receipt of such notice,
the' difference between the Base Rent actually paid by Tenant to Landlord and
the new Base Rent determined hereunder.

                                                      Initials: ______________

                                                                ______________ 
<PAGE>
 
                     RIDER TO INDUSTRIAL REAL ESTATE LEASE
                     -------------------------------------
                                        
     This Rider ("RIDER") is made and entered into by MAJESTIC REALTY CO. and
PATRICIAN ASSOCIATES, INC., both California corporations (collectively,
"LANDLORD") and HOT TOPIC ADMINISTRATION, INC., a California corporation
("TENANT"), and is dated as of the date set forth on Section 1.01 of the
Industrial Real Estate Lease between Landlord and Tenant ("LEASE") to which this
Rider is attached. The promises, covenants, agreements and declarations made and
set forth herein are intended to and shall have the same force and effect as if
set forth at length in the body of the Lease. To the extent that the provisions
of this Rider are inconsistent with the terms and conditions of the Lease, the
terms and conditions of this Rider shall control.

SECTION 2.05    TENANT'S ENTRY INTO THE PROPERTY PRIOR TO COMMENCEMENT DATE:
                -----------------------------------------------------------

     Tenant shall have the right to access of the Property as of February 1,
1999 ("Early ENTRY DATE") for the purpose of installing and/or storing over
standard equipment or fixtures and preparing the Property for Tenant's use;
provided that: (i) this Lease has been fully executed and delivered; (ii)
Landlord has received the Security Deposit and third month's Base Rent; (iii)
the previous tenant of the Property's lease has expired and/or terminated and
such tenant has vacated the Property; (iv) Tenant and its agents do not
interfere with "Landlord's Work", as that term is defined in Section 6.07 of
                                                             ------------     
this Lease; (v) Tenant has obtained its insurance policies as set forth in
Section 4.04 of this Lease and Landlord is in receipt of Tenant's insurance
binder naming Landlord as additional insured; and (vi) all of the terms and
conditions of this Lease shall apply, other than Tenant's obligation to pay (a)
Base Rent, (b) Landlord's insurance premiums set forth in Section 4.04, (c)
                                                          ------------   
Landlord's "real property tax", (d) "Landscape Fee," as that term is defined in
Article 11 of this Lease and (e) Common Area costs which are not the result of 
----------              
Tenant's actions or omissions during this early entry period or Tenant
Improvements, as though the Commencement Date had occurred (although the
Commencement Date shall not actually occur until the occurrence of the same
pursuant to the terms of the third sentence of Section 2.01) upon such entry 
                                               ------------      
into the Property by Tenant. Tenant shall be responsible for payment of
utilities during this early entry period. Tenant shall hold Landlord harmless
from and indemnify, protect and defend Landlord against any loss or damage to
the Property and against injury to any persons caused by Tenant's actions or
anyone's actions who are directly or indirectly employed by the Tenant. Tenant
shall assume all risk of loss to Tenant's personal property, merchandise and
fixtures.

SECTION 3.01    TIME AND MANNER OF PAYMENT:
                ---------------------------

     Provided that Tenant is not in default under the terms of this Lease,
Tenant shall be credited for the following payments due during the first and
second months of the Lease Term ("ABATEMENT PERIOD") commencing on the Lease
Commencement Date: (i) Base Rent credit in a total amount equal to Eighty-Seven
Thousand Five Hundred and No/100 Dollars ($87,500.00), (ii) Landlord's insurance
premiums set forth in Section 4.04, (iii) Landlord's "real property tax" and
                      ------------                                          
(iv) Landscape Fee, and (v) Common Area costs which are not the result of
Tenant's actions or omissions during the Abatement Period or Tenant
Improvements.

SECTION 4.02(c) JOINT ASSESSMENT.
                ---------------- 

     If the Property is not separately assessed, Landlord shall reasonably
determine Tenant's share of the "real property tax" payable by Tenant under
Paragraph 4.02 from the assessor's worksheets or other reasonably available
information. Tenant shall pay such share to Landlord at least ten (10) days but
not more than thirty (30) days prior to delinquency. Tenant acknowledges if any
"Tenant Improvements," as that term is defined in the Tenant Work Letter
attached hereto, or any alterations made by Tenant or for Tenant, increase the
"real property tax," such increase shall be Tenant's sole cost and
responsibility and shall not be shared with Landlord or any other tenant of the
Project. Upon Tenant's request Landlord shall supply Tenant with a copy of the
Projects tax bill.

SECTION 4.04(e) LANDLORD'S INSURANCE:
                ---------------------

     Landlord shall maintain (i) standard fire and extended coverage or all-risk
property on the Project, and all other improvements paid for by Landlord which
will remain in the Project upon the

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<PAGE>
 
expiration or earlier termination of this Lease, in an amount and with such
deductible AS are acceptable to Landlord in Landlord's sole discretion; and (ii)
commercial general liability insurance against bodily injury, personal injury
and property damage to the combined single limit of One Million Dollars
($1,000,000) to one or more than one person as the result of one (1) accident or
occurrence.

SECTION 4.05(c) VEHICLE PARKING
                ---------------

     Tenant shall have the right, at Tenant's sole cost and expense, to paint
"Reserved For Hot Topic" on the asphalt of Tenant's parking spaces ("PARKING
SIGN"). Upon the termination of this Lease, Tenant shall remove or paint over,
in such color approved by Landlord, the above referenced Parking Sign.

SECTION 4.05    COMMON AREAS: MAINTENANCE AND COSTS
                -----------------------------------

     Section 4.05(d) is hereby amended by adding the following at the end
     thereof:

          "Notwithstanding the foregoing, any Common Area costs that
          is a capital expenditure shall be amortized (including
          interest on the amortized cost) over its useful life as
          Landlord shall reasonably determine."

SECTION 4.09    LANDLORD'S BOOKS AND RECORDS:
                -----------------------------

     In the event that Tenant disputes the amount of Additional Rent set forth
in any annual statement ("STATEMENT") delivered by Landlord, then within one (1)
year after receipt of SUCH Statement by Tenant (the "REVIEW PERIOD"), Tenant
shall have the right to notify Landlord in writing that it intends to cause an
independent certified public accountant (which accountant must be qualified and
experienced and must be employed by a firm which derives its primary revenues
from its accounting practice) to inspect and copy (provided Tenant signs
Landlord's confidentiality agreement, in such form as is commercially
reasonable) Landlord's accounting records relating to the Additional Rent owed
by Tenant for the calendar year covered by such Statement, at Landlord's office
during normal business hours ("TENANT'S REVIEW"). Landlord shall have the right
to reasonably approve the identity of the accountant used by Tenant for Tenant's
Review, which accountant must not be paid on a contingency fee basis. Tenant
shall provide Landlord with not less than two (2) weeks' prior written notice of
its desire to conduct Tenant's Review. In connection with the foregoing review,
Landlord shall furnish Tenant with such reasonable supporting documentation
relating to the subject Statement as Tenant may reasonably request, including
any previous audit conducted by Landlord with respect to the calendar year in
question. In no event shall Tenant have the right to conduct Tenant's Review if
Tenant is then in default under this Lease with respect to any of Tenant's
monetary obligations, including, without limitation, the payment by Tenant of
all Additional Rent described in the Statement which is the subject of Tenant's
Review, which payment, at Tenant's election, may be made under dispute. In the
event that Tenant shall fail to provide Landlord with written notification
within the Review Period following receipt of a particular Statement of Tenant's
desire to conduct a Tenant's Review, Tenant shall have no further right to
dispute the amount of Additional Rent set forth on such Statement. In the event
that following Tenant's Review, Tenant and Landlord continue to dispute the
amount of Additional Rent shown on Landlord's Statement and Landlord and Tenant
are unable to resolve such dispute, then either Landlord or Tenant shall cause a
final and determinative audit to be made by Landlord's accountant of the proper
amount of the disputed items and/or categories of Additional Rent to be shown on
such Statement (the "FINAL AWARD"). The results of such Final Award shall be
conclusive and binding upon both Landlord and Tenant. If the resolution of the
parties' dispute with regard to the Additional Rent shown on the Statement,
whether pursuant to Tenant's Review or the Final Award reveals an error in the
calculation of Tenant's Additional Rent to be paid for such calendar year, the
parties' sole remedy shall be for the parties to make appropriate payments or
reimbursements, as the case may be, to each other as are determined to be owing.
Any such payments shall be made within thirty (30) days following the resolution
of such dispute. At Landlord's election, the parties shall treat any
overpayments resulting from the foregoing resolution of such parties' dispute as
a credit against rent until such amounts are otherwise paid by Landlord. Tenant
shall be responsible for all costs and expenses associated with Tenant's Review
and any Final Award, provided that if the parties' final

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                             Rider - Page 2 of 11
<PAGE>
 
resolution of the dispute involves the overstatement by Landlord of Additional
Rent for such calendar year in excess of five percent (5%), then Landlord shall
be responsible for all reasonable, out-of-pocket costs and expenses associated
with Tenant's Review and any Final Award. This provision shall survive the
termination of this Lease to allow the parties to enforce their respective
rights hereunder.

SECTION 5.03    HAZARDOUS MATERIAL:
                -------------------

     5.03.1  DEFINITIONS.
             ----------- 

             A.     "Hazardous Material" means any substance, whether solid,
liquid or gaseous in nature:

             (i)    the presence of which requires investigation or remediation
under any federal, state or local statute, regulation, ordinance, order, action,
policy or common law; or

             (ii)   which is or becomes defined as a "hazardous waste,"
"hazardous substance," pollutant or contaminant under any federal, state or
local statute, regulation, rule or ordinance or amendments thereto including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. section 9601 et seq.) and/or the Resource Conservation
and Recovery Act (42 U.S.C. section 6901 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. section 1801 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. section 1251 et seq.), the Clean Air Act (42 U.S.C.
section 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C.
section 2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C.
section 651 et seq.), as these laws have been amended or supplemented; or

             (iii)  which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic mutagenic, or otherwise hazardous or is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, the State of California or any
political subdivision thereof; or

             (iv)   the presence of which on the Property causes or threatens to
cause a nuisance upon the Property or to adjacent properties or poses or
threatens to pose a hazard to the health or safety of persons on or about the
Property; or

             (v)    the presence of which on adjacent properties could
constitute a trespass by Tenant; or

             (vi)   without limitation which contains gasoline, diesel fuel or
other petroleum hydrocarbons; or

             (vii)  without limitation which contains polychlorinated biphenyls
(PCBs), asbestos or urea formaldehyde foam insulation; or

             (viii) without limitation which contains radon gas.

     B.      "Environmental Requirements" means all applicable present and
future:

             (i)    statutes, regulations, rules, ordinances, codes, licenses,
permits, orders, approvals, plans, authorizations, concessions, franchises, and
similar items (including, but not limited to those pertaining to reporting,
licensing, permitting, investigation and remediation), of all Governmental
Agencies; and

             (ii)   all applicable judicial, administrative, and regulatory
decrees, judgments, and orders relating to the protection of human health or the
environment, including, without limitation, all requirements pertaining to
emissions, discharges, releases, or threatened releases of Hazardous Materials
or chemical substances into the air, surface water, groundwater or land, or
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of Hazardous Materials or chemical substances.

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                             Rider - Page 3 of 11
<PAGE>
 
     C.      "Environmental Damages" means all claims, judgments, damages,
losses, penalties, fines, liabilities (including strict liability),
encumbrances, liens, costs, and expenses (including the expense of investigation
and defense of any claim, whether or not such claim is ultimately defeated, or
the amount of any good faith settlement or judgment arising from any such claim)
of whatever kind or nature, contingent or otherwise, matured or unmatured,
foreseeable or unforeseeable (including without limitation reasonable attorneys'
fees and disbursements and consultants' fees) any of which are incurred at any
time as a result of the existence of Hazardous Material upon, about, or beneath
the Property or migrating or threatening to migrate to or from the Property, or
the existence of a violation of Environmental Requirements pertaining to the
Property and the activities thereon, regardless of whether the existence of such
Hazardous Material or the violation of Environmental Requirements arose prior
to. the present ownership or operation of the Property. Environmental Damages
include, without limitation:

             (i)    damages for personal injury, or injury to property or
natural resources occurring upon or off of the Property, including, without
limitation, lost profits, consequential damages, the cost of demolition and
rebuilding of any improvements on real property, interest, penalties and damages
arising from claims brought by or on behalf of employees of Tenant (with respect
to which Tenant waives any right to raise as a defense against Landlord any
immunity to which it may be entitled under any industrial or worker's
compensation laws);

             (ii)   fees, costs or expenses incurred for the services of
attorneys, consultants, contractors, experts, laboratories and all other costs
incurred in connection with the investigation or remediation of such Hazardous
Materials or violation of such Environmental Requirements, including, but not
limited to, the preparation of any feasibility studies or reports or the
performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any
Governmental Agency or reasonably necessary to make full economic use of the
Property or any other property in a manner consistent with its current use or
otherwise expended in connection with such conditions, and including without
limitation any attorneys' fees, costs and expenses incurred in enforcing the
provisions of this Lease or collecting any sums due hereunder;

             (iii)  liability to any third person or Governmental Agency to
indemnify such person or Governmental Agency for costs expended in connection
with the items referenced in subparagraph (ii) above; and

             (iv)   diminution in the fair market value of the Property
including without limitation any reduction in fair market rental value or life
expectancy of the Property or the improvements located thereon or the
restriction on the use of or adverse impact on the marketing of the Property or
any portion thereof.

     D.      "Governmental Agency" means all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states,
counties, cities and political subdivisions thereof.

     E.      The "Tenant Group" means Tenant, Tenant's successors, assignees,
guarantors, officers, directors, agents, employees, invitees, permitees or other
parties under the supervision or control of Tenant or entering the Property
during the term of this Lease with the permission or knowledge of Tenant other
than Landlord or its agents or employees.

     5.03.2  PROHIBITIONS.
             ------------ 

     A.      Other than normal quantities of general office supplies, material
handling systems lubrication and except as specified on Exhibit "D" attached
hereto, Tenant shall not cause, permit or suffer any Hazardous Material to be
brought upon, treated, kept, stored, disposed of, discharged, released,
produced, manufactured, generated, refined or used upon, about or beneath the
Property by the Tenant Group, or any other person without the prior written
consent of Landlord. From time to time during the term of this Lease, Tenant may
request Landlord's approval of Tenant's use of other Hazardous Materials, which
approval may be withheld in Landlord's sole discretion. Tenant shall, prior to
the Commencement Date, provide to Landlord for those Hazardous Materials
described on Exhibit "D" (a) a description of handling, storage, use and
disposal procedures, and

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                             Rider - Page 4 of 11
<PAGE>
 
(b) all "community right to know" plans or disclosures and/or emergency response
plans which Tenant is required to supply to local governmental agencies pursuant
to any Environmental Requirements.

     B.      Tenant shall not cause, permit or suffer the existence or the
commission by the Tenant Group, or by any other person, of a violation of any
Environmental Requirements upon, about or beneath the Property.

     C.      Tenant shall neither create or suffer to exist, nor permit the
Tenant Group to create or suffer to exist any lien, security interest or other
charge or encumbrance of any kind with respect to the Property, including
without limitation, any lien imposed pursuant to section 107(f) of the Superfund
Amendments and Reauthorization Act of 1986 (42 U.S.C. section 9607(l)) or any
similar state statute.

     D.      Tenant shall not install, operate or maintain any above or below
grade tank, sump, pit, pond, lagoon or other storage or treatment vessel or
device on the property without Landlord's prior written consent.

     5.03.3  INDEMNITY.
             --------- 

     A.      Tenant, its successors, assigns and guarantors, agree to indemnify,
defend, reimburse and hold harmless:

             (i)    Landlord; and

             (ii)   any other person who acquires all or a portion of the
Property in any manner (including purchase at a foreclosure sale) or who becomes
entitled to exercise the rights and remedies of Landlord under this Lease; and

             (iii)  the directors, officers, shareholders, employees, partners,
agents, contractors, subcontractors, experts, licensees, affiliates, lessees,
mortgagees, trustees, heirs, devisees, successors, assigns and invitees of such
persons, from and against any and all Environmental Damages which exist as a
result of the activities or negligence of the Tenant Group or which exist as a
result of the breach of any warranty or covenant or the inaccuracy of any
representation of Tenant contained in this Lease, or by Tenant's remediation of
the Property or failure to meet its obligations contained in this Lease.

     B.      The obligations contained in this Section 5.03 shall include, but
not be limited to, the burden and expense of defending all claims, suits and
administrative proceedings, even if such claims, suits or proceedings are
groundless, false or fraudulent, and conducting all negotiations of any
description, and paying and discharging, when and as the same become due, any
and all judgments, penalties or other sums due against such indemnified persons.
Landlord, at its sole expense, may employ additional counsel of its choice to
associate with counsel representing Tenant.

     C.      Landlord shall have the right but not the obligation to join and
participate in, and control, if it so elects, any legal proceedings or actions
initiated in connection with Tenant's activities. Landlord may also negotiate,
defend, approve and appeal any action taken or issued by any applicable
governmental authority with regard to contamination of the Property by a
Hazardous Material.

     D.      The obligations of Tenant in this paragraph shall survive the
expiration or termination of this Lease.

     E.      The obligations of Tenant under this paragraph shall not be
affected by any investigation by or on behalf of Landlord, or by any information
which Landlord may have or obtain with respect thereto.

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                             Rider - Page 5 of 11
<PAGE>
 
     5.03.4 OBLIGATION TO REMEDIATE.
            ----------------------- 

     In addition to the obligation of Tenant to indemnify Landlord pursuant to
this Lease, Tenant shall, upon approval and demand of Landlord, at its sole cost
and expense and using contractors approved by Landlord, promptly take all
actions to remediate the Property which are required by any Governmental Agency,
or which are reasonably necessary to mitigate Environmental Damages or to allow
full economic use of the Property, which remediation is necessitated from the
presence upon, about or beneath the Property, at any time during or upon
termination of this Lease, of a Hazardous Material or a violation of
Environmental Requirements existing as a result of the activities or negligence
of the Tenant Group.  Such actions shall include, but not be limited to, the
investigation of the environmental condition of the Property, the preparation of
any feasibility studies, reports or remedial plans, and the performance of any
cleanup, remediation, containment, operation, maintenance, monitoring or
restoration work, whether on or off the Property, which shall be performed in a
manner approved by Landlord.  Tenant shall take all actions necessary to restore
the Property to the condition existing prior to the introduction of Hazardous
Material upon, about or beneath the Property, notwithstanding any lesser
standard of remediation allowable under applicable law or governmental policies.

     5.03.5 RIGHT TO INSPECT.
            ---------------- 

     Landlord shall have the right in its sole and absolute discretion, but not
the duty, to enter and conduct an inspection of the Property, including invasive
tests, at any reasonable time to determine whether Tenant is complying with the
terms of the Lease, including but not limited to the compliance of the Property
and the activities thereon with Environmental Requirements and the existence of
Environmental Damages as a result of the condition of the Property or
surrounding properties and activities thereon.  Landlord shall have the right,
but not the duty, to retain any independent professional consultant (the
"Consultant") to enter the Property to conduct such an inspection or to review
any report prepared by or for Tenant concerning such compliance.  The cost of
the Consultant shall be paid by Landlord unless such investigation discloses a
violation of any Environmental Requirement by the Tenant Group or the existence
of a Hazardous Material on the Property or any other property caused by the
activities or negligence of the Tenant Group (other than Hazardous Materials
used in compliance with all Environmental Requirements and previously approved
by Landlord), in which case Tenant shall pay the cost of the Consultant.  Tenant
hereby grants to Landlord, and the agents, employees, consultants and
contractors of Landlord the right to enter the Property and to perform such
tests on the Property as are reasonably necessary to conduct such reviews and
investigations.  Landlord shall use its best efforts to minimize interference
with the business of Tenant.

     5.03.6 NOTIFICATION.
            ------------ 

     If Tenant shall become aware of or receive notice or other communication
concerning any actual, alleged, suspected or threatened violation of
Environmental Requirements, or liability of Tenant for Environmental Damages in
connection with the Property or past or present activities of any person
thereon, including but not limited to notice or other communication concerning
any actual or threatened investigation, inquiry, lawsuit, claim, citation,
directive, summons, proceeding, complaint, notice, order, writ, or injunction,
relating to same, then Tenant shall deliver to Landlord within ten (I 0) days of
the receipt of such notice or communication by Tenant, a written description of
said violation, liability, or actual or threatened event or condition, together
with copies of any documents evidencing same.  Receipt of such notice shall not
be deemed to create any obligation on the part of Landlord to defend or
otherwise respond to any such notification.

     If requested by Landlord, Tenant shall disclose to Landlord the names and
amounts of all Hazardous Materials other than general office supplies refer-red
to in Section 5.03.2 of this Rider, which were used, generated, treated,
handled, stored or disposed of on the Property or which Tenant intends to use,
generate, treat, handle, store or dispose of on the Property.  The foregoing in
no way shall limit the necessity for Tenant obtaining Landlord's consent
pursuant to Section 5.03.2 of this Rider.

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                             Rider - Page 6 of 11
<PAGE>
 
     5.03.7  SURRENDER OF PREMISES.
             --------------------- 

     In the ninety (90) days prior to the expiration or termination of the Lease
Term, and for up to ninety (90) days after Tenant fully surrenders possession of
the Property, Landlord may have an environmental assessment of the Property
performed in accordance with Section 5.03.5 of this Rider.  Tenant shall
perform, at its sole cost and expense, any clean-up or remedial work recommended
by the Consultant which is necessary to remove, mitigate or remediate any
Hazardous Materials and/or contamination of the Property caused by the
activities or negligence of the Tenant Group.

     5.03.8  ASSIGNMENT AND SUBLETTING.
             ------------------------- 

     In the event the Lease provides that Tenant may assign the Lease or sublet
the Property subject to Landlord's consent and/or certain other conditions, and
if the proposed assignee's or sublessee's activities in or about the Property
involve the use, handling, storage or disposal of any Hazardous Materials other
than those used by Tenant and in quantities and processes similar to Tenant's
uses in compliance with the Rider, (i) it shall be reasonable for Landlord to
withhold its consent to such assignment or sublease in light of the risk of
contamination posed by such activities and/or (ii) Landlord may impose an
additional condition to such assignment or sublease which requires Tenant to
reasonably establish that such assignee's or sublessee's activities pose no
materially greater risk of contamination to the Property than do Tenant's
permitted activities in view of the (a) quantities, toxicity and other
properties of the Hazardous Materials to be used by such assignee or sublessee,
(b) the precautions against a release of Hazardous Materials such assignee or
sublessee agrees to implement, (c) such assignee's or sublessee 's financial
condition as it relates to its ability to fund a major clean-up and (d) such
assignee's or sublessee's policy and historical record respecting its
willingness to respond to the clean up of a release of Hazardous Materials.


     5.03.9  SURVIVAL OF HAZARDOUS MATERIALS OBLIGATION.
             ------------------------------------------ 

     Tenant's breach of any of its covenants or obligations under this Rider
shall constitute a material default under the Lease.  The obligations of Tenant
under this Rider shall survive the expiration or earlier termination of the
Lease without any limitation, and shall constitute obligations that are
independent and severable from Tenant's covenants and obligations to pay rent
under the Lease.

     5.03.10 LANDLORD'S HAZARDOUS MATERIALS OBLIGATIONS.
             ------------------------------------------ 

     Landlord shall be solely responsible to remediate claims, judgments,
damages, penalties, fines, costs, liabilities and losses which arise as a result
of any contamination directly arising from the introduction of Hazardous
Materials into the Property by Landlord its agents, employees or contractors in
compliance with applicable law.

SECTION 5.04  SIGNS.
              ----- 

     Section 5.04 is hereby amended by adding the following at the end thereof:

          "Notwithstanding the foregoing, subject to Landlord's prior written
          approval, which shall not be unreasonably withheld, delayed or
          conditioned, and provided all signs are in keeping with the quality,
          design and style of the industrial park within which the Property is
          located, Tenant, at its sole cost and expense, may install
          identification signage in the Property; provided, however, that (i)
          the size, color, location, materials and design of such sign shall be
          subject to Landlord's prior written consent, which shall not be
          unreasonably withheld, delayed or conditioned; (ii) such sign shall
          comply with all applicable governmental rules and regulations; (iii)
          such sign shall be personal to the Tenant named in Section 1.03 of
          this Lease (the "Original Tenant"); (iv) such sign shall not be
          painted directly on the building or attached or placed on the roof of
          the building; (v) such sign shall only advertise Hot Topic
          Administration, Inc. or Hot Topic; and (vi) Tenant's continuing
          signage right shall be contingent upon the Original Tenant actually
          occupying the entire Property.  Tenant shall be responsible for all
          costs incurred in connection with the design, construction,
          installation, repair and maintenance of Tenant's sign(s).  Upon the

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                             Rider - Page 7 of 11
<PAGE>
 
          expiration or earlier termination of this Lease, Tenant shall cause
          Tenant's sign(s) to be removed and shall repair any damage caused by
          such removal.  Any signs, notices, logos, pictures, names or
          advertisements which are installed and that have not been separately
          approved by Landlord may be removed by Landlord without notice by
          Landlord to Tenant at Tenant's sole cost and expense."

SECTION 6.01  EXISTING CONDITIONS:
              --------------------

     Notwithstanding the foregoing, Landlord shall, at Landlord's expense,
repair the existing plumbing, lighting, air conditioning, heating, and
ventilating systems in the Property and the roof membrane, structure, foundation
and flooring (not including floor covering), if such are not in good operating
condition on the Commencement Date, except to the extent such repairs are
required (i) due to the negligence or willful misconduct of Tenant, or (ii) as a
result of alterations, additions or improvements to the Property made by Tenant
or for Tenant; provided, however, that Tenant gives Landlord written notice and
sets forth with specificity the nature and extent of such repair, within one (1)
year after the Commencement Date.

SECTION 6.07  LANDLORD'S WORK:
              ----------------

     Landlord, at its sole cost and expense, shall one-time reslurry and
restripe the parking lot to provide 206 parking spaces as set forth on Exhibit A
                                                                       ---------
attached hereto and incorporated herein ("LANDLORD'S WORK").  Since Tenant may
be occupying the Property pursuant to this Lease 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 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, automobiles
and Tenant's property away from the area Landlord is conducting Landlord's
Work).  Tenant hereby agrees that the performance of Landlord's Work shall in no
way constitute a constructive eviction of Tenant nor entitle Tenant to any
abatement of rent payable pursuant to this Lease.  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 Landlord's Work,
nor shall Tenant be entitled to any compensation or damages from Landlord (i)
for loss of the use of whole or any part of the Property or of Tenant's personal
property or improvements resulting from Landlord's Work or Landlord's actions in
connection with Landlord's Work, or (ii) for any inconvenience or annoyance
occasioned by Landlord's Work or Landlord's actions in connection with
Landlord's Work.

SECTION 7.05  SUBSTANTIAL OR TOTAL DESTRUCTION:
              ---------------------------------

     Notwithstanding anything to the contrary contained in this Lease, if there
is any damage or destruction to the Property the repair of which actually takes
a period beyond that date which is six (6) months from the date of the
occurrence of such damage (the "Outside Date"), then Tenant may, at Tenant's
option, terminate this Lease by delivering written notice of such termination to
Landlord, no later than thirty (30) days after the Outside Date.
Notwithstanding anything to the contrary contained in this Lease, if there is
any damage or destruction to the Property, Tenant shall have the right, at any
time and from time to time to require Landlord to deliver to Tenant a written
notice (the "Contractor Certificate") certifying to both Landlord and Tenant, in
the reasonable opinion of Landlord's contractor, the amount of time required to
repair or complete the repair of the Property.  If in the Contractor Certificate
the contractor certifies that the repair of the Property will take a period in
excess of six (6) months from receipt of Tenant's request, then within fifteen
(I 5) days after the delivery of the Contractor Certificate to Tenant, Tenant
may, at Tenant's option, terminate this Lease by delivering written notice of
such termination to Landlord within such fifteen (15) day period.
Notwithstanding the foregoing, Tenant shall not have any right to terminate this
Lease under this Section 7.05 if the damage to the Property or Project was
caused by the acts or omissions of Tenant.

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<PAGE>
 
SECTION 9.05     LANDLORD'S CONSENT:
                 -------------------

     (c) If Landlord elects to terminate this Lease pursuant to Section 9.05(a),
Landlord may, if it elects, enter into a new lease covering the Property with
the intended assignee or sublessee on such terms as Landlord and such person may
agree or enter into a new lease covering the Property with any other person; in
such event, Tenant shall not be entitled to any portion of the profit, if any,
which Landlord may realize on account of such termination and reletting.  From
and after the date of such termination of this Lease, Tenant shall have no
further obligation to Landlord hereunder, except for matters occurring or
obligations arising hereunder prior to the date of such termination and for such
obligations as set forth herein that survive the termination of this Lease.

SECTION 10.02(b) DEFAULTS:
                 ---------

     Add to Section 10.02(b) the following:

"provided, however, that Landlord shall provide Tenant with written notice of
such monetary default and if Tenant corrects such default within three (3) days
after receipt of such notice, such failure shall not constitute a default
hereunder.  Notwithstanding the foregoing, Landlord shall only be required to
provide Tenant with two (2) late notices during any consecutive twelve (12)
month period;"

SECTION 11.05    TENANT'S FINANCIAL CONDITION:
                 ----------------------------

     Notwithstanding the foregoing, the Original Tenant shall only be required
to deliver to Landlord and Landlord's lender the most recent annual report and
10K filing of its "parent" corporation. Upon execution of this Lease, Tenant's
"parent" corporation is Hot Topic, Inc., a California corporation.

SECTION 13.06    NOTICES:
                 --------

     Notwithstanding the foregoing, notices required or permitted under this
Lease may be sent by registered mail or delivered by a nationally recognized
overnight courier, postage prepaid.

                               ARTICLE FIFTEEN:
                                        
                        REVENUE AND EXPENSE ACCOUNTING:
                                        
     Landlord and Tenant agree that, for all purposes (including any
determination under Section 467 of the Internal Revenue Code), rental income
will accrue to the Landlord and rental expenses will accrue to the Tenant in the
amounts and as of the dates rent is payable under the Lease.

                               ARTICLE SIXTEEN:
                                        
                            LANDSCAPE MAINTENANCE:
                                        
     Notwithstanding the provisions of Sections 6.03 and 6.04, Landlord shall
maintain, at Tenant's expense, the landscaping of the Property and, if
applicable, the common areas.  Such maintenance shall include gardening, tree
trimming, replacement or repair of landscaping, landscape irrigation systems and
similar items.  Such maintenance shall also include sweeping and cleaning of
asphalt, concrete or other surfaces on the driveway, parking areas, yard areas,
loading areas or other paved or covered surfaces.  In connection with Landlord's
obligations under this Article, Landlord may enter into a contract with a
landscape contractor of Landlord's choice to provide some (but not necessarily
all) of the maintenance services listed above.  Tenant's pro-rata share of the
monthly cost of such contract, hereinafter referred to as the "Landscape Fee" is
currently SEVEN HUNDRED EIGHTY-NINE AND NO/100 DOLLARS ($789.00). Landlord shall
use its commercially reasonable efforts to maintain competitive contracts and
shall promptly notify Tenant of any increase in the Landscape Fee.  Tenant
agrees to pay monthly to Landlord, as additional rent, the Landscape Fee.
Tenant shall make such payment together with Tenant's monthly rental payment,
without the necessity of notice from Landlord.  It is the understanding of the
parties that the Landscape Fee only pertains to routine landscape maintenance on
the Property and that Landlord

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may incur expenses in addition to the Landscape Fee in meeting its obligations
set forth above. Tenant shall pay to Landlord, as additional rent, within ten 
(10) days after demand therefore, the cost of such additional expenses.

                              ARTICLE SEVENTEEN:

                             RIGHT OF FIRST OFFER:

          17.1  Right of First Offer.  During the Lease Term, Landlord
                --------------------                                  
hereby grants to the Tenant named in the Summary and not any assignee, sublessee
or other transferee of Tenant's interest in this Lease ("ORIGINAL TENANT") a
one-time right of first offer with respect to the adjacent 125,000 rentable
square feet of space of the 250,000 square foot building located at 18385 E. San
Jose Avenue, City of Industry, California (the "EXPANSION SPACE"), as set forth
on Exhibit A-1 attached hereto.  Notwithstanding the foregoing, such first offer
   -----------                                                                  
right of Tenant shall commence only following the expiration or early
termination of the existing lease of the Expansion Space (including any renewal
of such lease, whether or not such renewal is pursuant to an express written
provision in such lease, and regardless of whether any such renewal is
consummated pursuant to a lease amendment or a new lease), and such first offer
right shall be subordinate to all presently existing rights of all other present
tenants (as of September 3, 1998) of Landlord to lease the Expansion Space
(whether or not pursuant to rights of first offer, expansion options, must-take
requirements or otherwise), and regardless of whether such tenant's exercise of
such right is consummated in a new lease or a lease amendment (individually and
collectively, the "SUPERIOR RIGHT HOLDER") with respect to such Expansion Space.
Tenant's right of first offer shall be on the terms and conditions set forth in
this Article 17.
     ---------- 

          17.2  Procedure for Offer.  Landlord shall notify Tenant (the "FIRST
                -------------------                                           
OFFER NOTICE") when the Expansion Space or any portion thereof becomes available
for lease to third parties, provided that no Superior Right Holder wishes to
lease such space.  Pursuant to such First OFFER Notice, Landlord shall offer to
lease to Tenant the then available Expansion Space.  The First OFFER Notice
shall describe the space so offered to Tenant and shall set forth the "FIRST
OFFER RENT," as that term is defined in Section 17.4 below, and the other
economic terms upon which Landlord is willing to lease such space to Tenant.

          17.3  Procedure for Acceptance.  If Tenant wishes to exercise Tenant's
                ------------------------                                        
right of first offer with respect to the space described in the First Offer
Notice, then within five (5) business days of delivery of the First Offer Notice
to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to
exercise its right of first offer with respect to the entire space described in
the First Offer Notice on the terms contained in such notice.  If Tenant does
not so notify Landlord within the first five (5) business day period, then
Landlord shall be free to lease the space described in the First Offer Notice to
anyone to whom Landlord desires on any terms Landlord desires.  Notwithstanding
anything to the contrary contained herein, Tenant must elect to exercise its
right of first offer, if at all, with respect to all of the space offered by
Landlord to Tenant at any particular time, and Tenant may not elect to lease
only a portion thereof.

          17.4  The Expansion Space Rent.  The Base Rent payable by Tenant for
                ------------------------                                      
the Expansion Space (the "FIRST OFFER RENT") shall be equal to the greater of
(i) the same rate at which Base Rent is payable by Tenant under the Lease as of
the "First Offer Commencement Date", as that term is defined in Section 17.6
                                                                ------------
below, and (ii) ninety percent (90%) of the face or stated rent, including all
escalations, being quoted by Landlord for non-sublease, non-encumbered, non-
equity space comparable in size, location and quality to the Expansion Space in
the Building for the term as stated in the First Offer Notice.

          17.5  Construction of the Expansion Space.  Tenant shall take the
                -----------------------------------                        
Expansion Space in its "as is" condition, and the construction of any
improvements in the Expansion Space shall comply with the terms of Section 6.05
                                                                   ------------
of this Lease.

          17.6  Amendment to Lease.  If Tenant timely exercises Tenant's right
                ------------------                                            
to lease the Expansion Space as set forth herein, Landlord and Tenant shall
within fifteen (15) days thereafter execute an amendment for such Expansion
Space upon the terms and conditions as set forth in the First Offer Notice and
this Article 17.  Tenant shall commence payment of rent for the Expansion
     ----------

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Space, and the term of the Expansion Space shall commence upon the date of
delivery of the Expansion Space to Tenant (the "FIRST OFFER COMMENCEMENT DATE")
and terminate on the date set forth in the First Offer Notice.

          17.7  Termination of Right of First Offer.  The rights contained in
                -----------------------------------                          
this Article 17 shall be personal to the Original Tenant and may only be
---------------                                                         
exercised by Original Tenant if as of the date of the attempted exercise of the
right of first offer by Tenant and as of the scheduled date of delivery of such
Expansion Space to Tenant (i) Original Tenant occupies the entire property and
(ii) at least one (1) year of the Lease Term remains, including any extensions
of the Lease Term if Tenant has exercised the Option(s) as provided in the
Option to Extend Lease Term Rider.  The right of first offer granted herein
shall terminate upon the failure by Tenant to exercise its right of first offer
with respect to the Expansion Space as offered by Landlord.  Tenant shall not
have the right to lease the Expansion Space, as provided in this, Article 17,
                                                                  ---------- 
if, as of the date of the attempted exercise of the right of first offer by
Tenant, or as of the scheduled date of delivery of the Expansion Space to
Tenant, Tenant is in default under Us Lease or Tenant has previously been in
default under this Lease more than once.

                               ARTICLE EIGHTEEN
                               ----------------

                               GUARANTY OF LEASE
                               -----------------
                                        
     This Lease is subject to and conditioned upon Tenant delivering to
Landlord, concurrently with Tenant's execution and delivery of this Lease, a
Guaranty (the "Guaranty") in the form attached hereto as Exhibit "E", which
Guaranty shall be fully executed by and binding upon Hot Topic, Inc., a
California corporation, as guarantor.  Tenant hereby expressly waives any and
all benefits under California Civil Code Section 2822(a) with respect to the
Guaranty, and agrees that Landlord (not Tenant) may designate the portion of
Tenant's Lease obligation that is satisfied by partial payment by Tenant.

                               ARTICLE NINETEEN
                               ----------------

                          TELECOMMUNICATION EQUIPMENT
                          ---------------------------
                                        
     At any time during the Lease Term, Original Tenant may install, at Tenant's
sole cost and expense, for Tenant's sole use, telecommunication equipment upon
the roof directly above the Property for Tenant's use of up to 5 square feet of
space; provided however: (i) the physical appearance and location of any such
installation and the size of the equipment shall be subject to Landlord's
reasonable approval, and Landlord may require Tenant to install screening around
such equipment, at Tenant's sole cost and expense, as reasonably designated by
Landlord; (ii) Tenant shall maintain such equipment, at Tenant's sole cost and
expense; (iii) Tenant shall be responsible for any utilities related to the
operation of the telecommunication equipment; (iv) the telecommunication
equipment shall be subject to government rules and regulations and covenants,
conditions and restrictions; and (v) Tenant shall exercise its right to install
telecommunication equipment by giving Landlord prior written notice thereof and
Landlord and Tenant shall execute a Telecommunication Agreement in substantially
the form as EXHIBIT "G", attached hereto, covering the installation and
            -----------                                                
maintenance of such equipment, Tenant's indemnification of Landlord with respect
thereto, Tenant's obligation to remove such equipment upon the expiration or
earlier termination of this Lease, and other related matters.

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