This charter ("Charter") is adopted as and for the Charter of the
Governance and Nominating Committee of the Board of Directors of Hot Topic,
Inc., a California corporation (herein the "Corporation") by action of the Board
of Directors, dated August 22, 2002. The Governance and Nominating Committee of
the Corporation shall consist of at least two "independent" members of the Board
of Directors as required under the applicable rules of the National Association
of Securities Dealers, Inc. (the "NASD"), if the Corporation's common stock is
listed on the Nasdaq Stock Marked, Inc. or the Nasdaq SmallCap Market, Inc., or
the applicable rules of any other national securities exchange or other
self-regulatory organization (within the meaning of such term in the Securities
Exchange Act of 1934) on which the Corporation's common stock may then be listed
("Independent Director"). The Governance and Nominating Committee shall meet at
least semi-annually.
1.       The Governance and Nominating Committee has been created for the
         purposes of oversight of (i) corporate governance issues of the
         Corporation and (ii) director qualifications and assessment, including
         but not limited to:
         a.       Evaluating and recommending from time to time, the size,
                  composition and functional needs of the Board of Directors;
         b.       Overseeing the recruitment process for new board members,
                  including interviewing, evaluating, nominating and
                  recommending individuals that are candidates for directors and
                  executive officers of the Corporation;
         c.       To evaluate, and when appropriate, make a recommendation to
                  the Board of Directors as to whether a member of the Board of
                  Directors or any committee of the Board of Directors meets the
                  criteria to qualify as an Independent Director;
         d.       Evaluating the performance of the Board of Directors on an
                  ongoing basis, including that of the Chairman and individual
                  directors annually;
         e.       Periodically reviewing, evaluating and recommending any
                  necessary changes in the Corporate Charter or the Bylaws of
                  the Corporation to the full Board of Directors;
         f.       Staying abreast of developments in the area of corporate
                  governance generally to ensure that the Corporation remains
                  current in its governance policies; and
         g.       Such other matters as may be delegated to it by the full Board
                  of Directors.
2.       The Governance and Nominating Committee shall have oversight
         responsibility for any and all questions pertaining to:
         a.       The quality of the process by which the full Board of
                  Directors and its committees conduct their affairs, including
                  providing recommendations on major agenda items for Board
                  meetings, providing for meetings in executive session, both
                  with and without management members of the Board of Directors
                  present and assuming that the Chairman has responsibility to
                  work with the CEO to identify additional agenda items as
         b.       The quality of the strategic planning process, in particular
                  plans for the annual board meeting devoted primarily to
                  strategic planning;
         c.       Matters of ethics and/or conflicts of interest on the part of
                  the directors of the Corporation; and
         d.       The design and implementation of the CEO review process as
                  i)       The Committee shall develop the criteria and process
                           to be used for the CEO review and seek to advise the
                           CEO of the review criteria and process one year in
                           advance of the review scheduled to be given to the
                  ii)      Each individual Board member shall be asked to
                           complete an individual review of the CEO for
                           discussion by the full Board of Directors in order to
                           develop a consensus review to be given to the CEO;
                  iii)     The Chairman of the Board shall be responsible to
                           present the annual review to the CEO.