Exhibit 10.1

EXECUTION COPY

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”), dated this 18th day of April, 2007 (“Effective Date”), is by and between Regis Corporation, a Minnesota corporation with its address at 7201 Metro Boulevard, Minneapolis, MN 55439 (“Regis”), and Empire Beauty School Inc., a Pennsylvania corporation with its address at 396 Pottsville-St. Claire Highway, Pottsville, Pennsylvania 17901 (“Empire”).

BACKGROUND

A.            Regis and Empire have entered into a certain Contribution Agreement dated of even date herewith (the “Contribution Agreement”), pursuant to which Regis and Empire will each contribute their respective cosmetology school business to a new entity principally owned by Regis and Empire, subject to the fulfillment of certain conditions set forth in the Contribution Agreement.  The business to be contributed by Regis is the “Regis Business” (as defined in the Contribution Agreement).

B.            Empire has been engaged in the ownership and operation of cosmetology schools for several years and has significant management expertise in, and administrative infrastructure designed for, the management of cosmetology schools.

C.            In anticipation of the consummation of the transaction under the Contribution Agreement and in consideration of the mutual covenants of the parties contained in the Contribution Agreement and contained herein, Regis desires for Empire to provide certain consulting services in connection with the operation by Regis of the Regis Business, and Empire is willing to provide such services, all in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, intending to be legally bound hereby, Regis and Empire agree as follows:

1.             Consulting Services .

(a)           During the Consulting Term (as hereinafter defined), Empire shall conduct a review of the operations of the Regis Business, and shall make recommendations for improvements to such operations, including, but not limited to, in the areas of operations described on Schedule I hereto.  The services to be provided by Empire hereunder shall be provided by Frank Schoeneman (“Schoeneman”), Chief Executive Officer of Empire and Michael Bouman (“Bouman”), President and Chief Operating Officer of Empire, or such other qualified employees or agents of Empire as designated by Schoeneman or Bouman.  Empire shall, to the extent the parties deem appropriate, also assist in the implementation of Empire’s recommendations.  The services to be provided by Empire hereunder are hereinafter referred to as the “Services.”

(b)           Notwithstanding any other provision of this Agreement, Empire shall not have any authority and shall not be responsible for the management of any of Regis’s policies,

operations or administration of Title IV federal and/or state financial assistance funds, student financial assistance programs or any agreements with any state or federal agencies relating to such programs and Regis shall retain and be responsible for the management of such programs and the compliance with all such agreements.

2.             Regis Obligations .  Regis will, either directly or through its subsidiaries that conduct the Regis Business (“Regis Subsidiaries”), continue to employ the faculty and staff necessary to conduct the day to day operations of the Regis Business.   Regis will, and will cause each Regis Subsidiary to, cooperate with Empire and provide such information and data, and access to personnel and facilities, as is reasonably requested by Empire to perform the Services hereunder.

3.             Regis Liaison .  Regis shall designate an employee (“Regis Liaison”) of sufficient knowledge of the Regis Business and the cosmetology industry to act as liaison with Empire to facilitate the provision of the Services and to receive Empire’s recommendations, who shall be vested with all necessary status and authority to fulfill that responsibility.  The initial Regis Liaison shall be Mark Foslund.  Empire will, on a regular basis during the Consulting Term, consult with and report to the Regis Liaison regarding the discharge of its duties hereunder, its findings regarding, and its recommendations with respect to, the Regis Business, and such other matters as the parties deem appropriate.

4.             Term .  The term of this Agreement (“Consulting Term”) shall commence as of the Effective Date and shall continue until the earlier to occur of (i) the consummation of the Closing (as defined in the Contribution Agreement), (ii) the termination of the Contribution Agreement without the consummation of the Closing, or (iii) written notice from either party to the other that it elects to terminate this Agreement.

5.             Liability .  It is expressly understood by the parties hereto, that notwithstanding anything herein to the contrary, Empire’s obligations under this Agreement shall be to serve as a consultant and limited to the provision of the Services and that Empire does not assume, and shall not be responsible for, any of the operations of the Regis Business, or any liabilities, claims, demands or any other obligations whatsoever relating to the Regis Business.  Neither Empire nor any director, officer, employee, agent or representative of Empire (collectively with Empire, the “Empire Parties”) shall (i) have any obligation to act for or on behalf of Regis nor (ii) be liable, responsible or accountable in damages or otherwise to Regis, any Regis Subsidiary, or any of their respective directors, officers, employees or shareholders, for any action taken in performing the Services, unless such action constitutes gross negligence or willful misconduct or a breach of this Agreement.  The provisions of this Section 5 shall survive the termination of