STOCK PURCHASE AGREEMENT

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Exhibit 10(z)

STOCK PURCHASE AGREEMENT

        THIS STOCK PURCHASE AGREEMENT (this " Agreement ") is made and entered into as of January 17, 2008, by and among Regis Corporation (" Regis "), Trade Secret, Inc., a wholly-owned subsidiary of Regis (" Buyer "), Cameron Capital Investments Inc. (" Seller "), Cameron Capital Inc. (the " Company "), Stephen Powell (an officer of the Company) (" Powell ") (with respect to Articles II, V.1, VII and IX and Sections 4.1, 4.7, 4.8 and 8.2(f) only, as provided therein), Mackenzie Limited Partnership (an entity under the control and direction of Duncan Robinson, an officer of the Company) (" Mackenzie ") (with respect to Articles II, V.2, VII and IX and Sections 4.1, 4.7, 4.8 and 8.2(f) only, as provided therein), and Cameron Capital Corporation (" CCC ") (with respect to Articles VII and IX and Section 8.2(i) only, as provided therein).

        WHEREAS, Seller owns 14,758 Class A Shares of the issued and outstanding Capital Stock of the Company, and Powell and Mackenzie each own 500 Class B non-voting Shares of the issued and outstanding Capital Stock of the Company (all of such shares representing all of the issued and outstanding Capital Stock of the Company, and collectively referred to herein as the " Shares ");

        WHEREAS, the Company owns, directly or indirectly, all of the issued and outstanding Capital Stock of Cameron Capital I Inc. (" CC1 ") (other than Capital Stock of CC1 owned by Buyer), BeautyFirst, Inc. (" BeautyFirst ") (other than the Outside BF Interests (as defined herein)) and PureBeauty, Inc. (" PureBeauty "); and

        WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer desires to purchase from Seller, Powell and Mackenzie, and Seller, Powell and Mackenzie desire to sell to Buyer, all of the Shares; and

        WHEREAS, to induce Buyer to enter into this Agreement, the Seller, Powell and Mackenzie are entering into this Agreement and making their agreements as set forth herein.

        NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

        1.1     Definitions .    For the purposes of this Agreement, the following terms have the meanings set forth below:

        " Accounting Firm " has the meaning set forth in Section 2.4(c) .

        " Affiliate " of any particular Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, " control " (including the terms " controlling ," " controlled by " and " under common control with ") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and such "control" will be presumed if any Person owns 10% or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.

        " Affiliated Group " means any affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law) of which the Company or any of its Subsidiaries is or has been a member.

        " Applicable Rate " means the prime rate of interest as published from time to time in The Wall Street Journal .

        " Buyer Parties " means Regis and its Affiliates (including, after the Closing, the Company and its Subsidiaries, but excluding Seller and its Affiliates) and their respective stockholders, officers, directors, employees, agents, partners, members, representatives, successors and assigns.

        " Buyout Adjustment Amount " means the aggregate of the Buyout Payments, provided that, where the amount of any such payment or cost (or portion thereof) is deductible for Tax purposes, such amount (or portion thereof) shall be multiplied by 0.6.

        " Buyout Payments " means the amounts paid to the holders of Outside BF Interests for the purchase or repurchase of Capital Stock of BeautyFirst and the repurchase or cancellation of Options with respect to BeautyFirst, whether before, at or after Closing, together with any Losses incurred by Buyer Parties after Closing in causing BeautyFirst to become a wholly-owned Subsidiary (including costs and expenses incurred in effecting a "squeeze-out" merger if necessary and any amounts payable under the BeautyFirst stockholders agreement).

        " Capital Stock " means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation and any and all ownership interests in a Person (other than a corporation), including membership interests, partnership interests, joint venture interests and beneficial interests, and any and all warrants, options or rights to purchase any of the foregoing.

        " CC Newco " means a newly incorporated Delaware corporation that will be party to, among other things, the Consulting Agreement.

        " CERCLA " means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

        " Closing " has the meaning set forth in Section 2.2(a) .

        " Closing Date " has the meaning set forth in Section 2.2(a) .

        " Closing Statement " has the meaning set forth in Section 2.5(b) .

        " Code " means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

        " Company Transaction " has the meaning set forth in Section 4.8 .

        " Confidential Information " means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as "confidential"), in any form or medium, that relates to the business, products, services or research or development of the Company or its Subsidiaries or their respective suppliers, distributors, customers, independent contractors or other business relations. Confidential Information includes the following: (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures); (ii) identities of, individual requirements of, specific contractual arrangements with, and other confidential or proprietary information about, the Company's or any of its Subsidiaries' suppliers, distributors, customers, independent contractors or other business relations and their confidential or proprietary information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; and (iv) inventions, innovations, improvements, developments, designs, analyses, software architectures, drawings, reports and all similar or related information (whether or not patentable and whether or not reduced to practice).

        " Consulting Agreement " has the meaning set forth in Section 3.1(i) .

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        " Encumbrance " means any lien, charge, security interest, community property interest, claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity, demand, proxy, voting agreement, restriction on transfer (other than restrictions on transfer under the Securities Act and applicable state securities laws) or other encumbrance or restriction of any kind.

        " Environmental and Safety Requirements " means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law, in each case concerning public health and safety, worker health and safety, exposure to hazardous substances or materials, pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of, or exposure to, any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, radiation or radon, each as amended and as now or hereafter in effect.

        " Escrow Agent " means LaSalle National Bank of Chicago.

        " Escrow Agreement " means the escrow agreement substantially in the form of Exhibit A attached hereto.

        " Escrow Amount " means an amount equal to $1,000,000.

        " ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

        " Excluded Subsidiaries " means Cameron Capital Marketing Inc. and Cameron Capital Technologies Inc.

        " GAAP " means United States generally accepted accounting principles, as in effect from time to time.

        " Governmental Approvals " has the meaning set forth in Section 3.1(c) .

        " Guaranty " means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon the debt, obligation or other liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person.

        " Harris Bank Agreements " means the credit agreement dated as of June 28, 2007 among BeautyFirst, the lenders from time to time parties thereto and Harris N.A. as administrative agent, and the related security documents, in each case in the form provided to Buyer.

        " Headquarter Cost " means the liabilities, costs and expenses of any nature relating to the closure of or cessation or reduction of operations at the Headquarter Facility, in the case of any such liabilities, costs or expenses which are deductible for Tax purposes, multiplied by 0.6. Without limiting the generality of the foregoing, Headquarter Cost shall include the cost (i) to terminate or settle obligations under the lease(s) for such facility (including any penalties, liquidated damages and repayment of forgivable loans), (ii) to terminate all contracts relating to matters or operations at the Headquarter Facility, (iii) for related legal, consulting and advisory fees, (iv) to relocate or dispose of the equipment and other assets located there (net of any net proceeds of disposition of such equipment or assets that is received after Closing and any Tax benefit (without duplication of any 40% adjustment above in this definition) from the write-down or liquidation of such equipment or assets), and (v) to operate or maintain the facility from and after the date that is 75 days after delivery of a notice pursuant to Section 2.4(a) (which operation and maintenance costs include, without limitation, rent, taxes, insurance, security and maintenance services, utilities and all other costs and expenses).

        " Headquarter Cost Statement " has the meaning set forth in Section 2.4(e) .

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        " Headquarter Facility " means the BeautyFirst corporate headquarters facility located at 10610 East 26 ^th  Circle North, Wichita, Kansas 67226.

        " Headquarter Severance " means all liabilities, costs and expenses of any nature with respect to termination and severance to any Headquarter Staff if they are terminated at any time within one year after Closing (but in each case only in the amounts determined under the agreements, plans and programs in place as of Closing), including legal disputes raised by them with respect to such severance, in the case of any such costs or expenses which are deductible for Tax purposes, multiplied by 0.6.

        " Headquarter Staff " means all employees or consultants of the Company or its Subsidiaries whose principal location of employment or work is the Headquarter Facility as of the Closing, including but not limited to the individuals listed on the attached Headquarter Staff Schedule .

        " Indebtedness " means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money or in respect of loans or advances, including (in the case of the Company and its Subsidiaries) all notes, advances, payables and other inter-company obligations to Seller or any of its Affiliates (other than the Company and its Subsidiaries) but excluding any such obligations of the Company or its Subsidiaries to the Buyer Parties and any such obligations under forgivable loans in relation to the Headquarters Facility, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities, excluding any such obligations of the Company or its Subsidiaries to the Buyer Parties and any such obligations under forgivable loans in relation to the Headquarters Facility, (iii) all obligations in respect of letters of credit and bankers' acceptances issued for the account of such Person, (iv) all obligations arising from cash/book overdrafts, (v) all obligations arising from deferred compensation arrangements and all obligations under severance plans, bonus plans or similar arrangements payable as a result of the consummation of the sale of the Shares to Buyer hereunder, (vi) all Guaranties of such Person in connection with any of the foregoing, (vii) all capital lease obligations, (viii) all unpaid Taxes for periods prior to the Closing Date (other than commodity or sales taxes in relation to current accounts payable and property, social security, unemployment, disability, payroll or employee or other withholding Taxes, in each case that are not in arrears (nor paid later than in past general practice) and were accrued in the ordinary course), (ix) all indebtedness for the deferred purchase price of property or services with respect to which the Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables incurred in the ordinary course of business which are not past due), (x) all trade payables that are either (A) not incurred in the ordinary course of business, or (B) past due as of the Closing (based on the due date specified in the original invoice thereof, or if no due date is specified in the invoice or no invoice exists, then based on past custom and practice), (xi) any amounts incurred by Buyer Parties as a prepayment or termination penalty under the Harris Bank Agreements in connection with the payoff and termination of such Harris Bank Agreements, and (xii) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

        " Indebtedness Addback " means, for the Company and its Subsidiaries, without duplication, the sum of: (i) the amount of cash held by the Company and its Subsidiaries as of Closing (other than cash held at the store level, which shall be maintained at customary levels); plus (ii) the aggregate amount, if any, of excess inventory bought by the Company and its Subsidiaries between the date of this Agreement and Closing and pre-approved in writing by Buyer to be treated as "excess inventory" for purposes hereof, less any amount of such inventory sold prior to Closing; plus (iii) refunds received after Closing in respect of amounts on account of federal and state income Tax for pre-Closing periods (as long as the refund is of an amount actually paid prior to Closing); plus (iv) any refund received after Closing of the amount deposited prior to Closing with the State of California in respect of sales tax; plus (v) refunds of previously paid insurance premiums, or portions thereof, received by the Buyer Parties after Closing as a result of cancellation or termination of existing insurance policies of the Company and its Subsidiaries (but the parties agree Buyer Parties have no obligation to cancel or terminate such

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policies); plus (vi) an amount for outside vendor costs for the Dierbergs store not to exceed $29,368.08 plus any additional amounts related thereto supported by invoices; plus (vii) design fees paid to Innersalon in respect of the Northern California Trade Secret Stores, not to exceed $9,300.00; plus (viii) an amount equal to $16,044.00 in respect of the sale of Wella color product to Regis. A schedule listing, where possible, anticipated or known amounts of the foregoing items is attached hereto as the Indebtedness Addback Schedule .

        " Indebtedness Excess " means (A) $0, if the estimated amount of Indebtedness as of Closing less the estimated Indebtedness Addback as of Closing does not exceed $5,000,000, and (B) if the estimated amount of Indebtedness as of Closing less the estimated Indebtedness Addback as of Closing exceeds $5,000,000, the amount by which the estimated Indebtedness as of Closing less the estimated Indebtedness Addback as of Closing exceeds $5,000,000. The estimate of Indebtedness and Indebtedness Addback for the foregoing purposes shall be made in good faith by the Seller and Buyer at least two (2) days prior to Closing.

        " Indemnitee " has the meaning set forth in Section 8.2(d) .

        " Indemnitor " has the meaning set forth in Section 8.2(d) .

        " Insurance Policies " has the meaning set forth in Section 5.18 .

        " Intellectual Property Rights " means any and all legally recognizable intellectual and industrial proprietary rights and rights in confidential information of every kind and description anywhere in the world, including without limitation (i) patents and patent applications, (ii) Internet domain names, trademarks, service marks, trade dress, trade names, slogans, logos and corporate names (and all translations, adaptations, derivations and combinations of the foregoing), and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works, and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software (including source code and executable code), data, databases and all documentation related to any of the foregoing, (vi) trade secrets and other confidential information (including ideas, formulas, recipes, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, methods of doing business, research and development information, software development methodologies, drawings, specifications, software architectures, designs, plans, proposals, technical data, copyrightable works, non-public data and databases, financial and marketing plans and customer and supplier lists and information, (vii) all other intellectual property rights, and (viii) copies and tangible embodiments of any of the foregoing (in whatever form of medium).

        " Investment " as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including limited liability company interests, partnership interests and joint venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.

        " knowledge of the Company " or " Company's knowledge " or similar phrase means the actual knowledge of Steven Hudson, Powell, Troy Biggs, Chris Parmentier and Duncan Robinson, after making reasonable inquiry with respect to the particular matter in question.

        " Latest Balance Sheet " has the meaning set forth in Section 5.5(c) .

        " Leased Real Property " and " Leased Realty " have the respective meanings set forth in Section 5.10(b) .

        " Lien " means any mortgage, pledge, hypothecation, lien (statutory or otherwise), preference, priority, security interest, community property interest, security agreement or other encumbrance of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device).

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        " Losses " means any loss, liability, demand, claim, action, cause of action, cost, damage, royalty, deficiency, penalty, Tax, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all reasonable amounts paid in investigation or defense, and all amounts paid in settlement, of any of the foregoing).

        " Material Adverse Effect " means a material and adverse effect or development upon the business, operations, assets, liabilities, financial condition, operating results, cash flow or employee, customer or supplier relations of the Company and its Subsidiaries taken as a whole.

        " Notice of Disagreement " has the meaning set forth in Sections 2.4(e) and 2.5(b) , respectively.

        " Options " shall mean all options, warrants, plans, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments to issue, sell or otherwise cause to become outstanding any Capital Stock, whether or not vested or exercisable in accordance with their terms and conditions.

        " Other Holder Purchase Price " means the sum of $550,000 payable to Powell for his Shares, and $550,000 payable to Mackenzie for its Shares, pursuant to Article II.

        " Outside BF Interests " means (i) all outstanding Options with respect to BeautyFirst, and (ii) all Capital Stock of BeautyFirst that is not owned by CC1.

        " Permitted Liens " means (i) Liens that are set forth on the Permitted Liens Schedule attached hereto, (ii) Liens for Taxes not delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established on the Company's financial statements in accordance with GAAP consistently applied, (iii) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect, (iv) Liens arising from zoning ordinances which are not material to the Company's or its Subsidiaries' business as currently conducted thereon, (v) Liens in favour of Regis or its Affiliates, or (vi) Liens pursuant to the Harris Bank Agreements.

        " Person " means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether foreign, federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).

        " Plan " has the meaning set forth in Section 5.17(a) .

        " Pre-Closing Shutdown Liability " means all liabilities, costs and expenses of any nature outstanding at Closing or incurred after Closing (i) with respect to stores of the Company or its Subsidiaries that have been closed at any time prior to Closing, including but not limited to the cost to terminate or settle the leases for such stores and terminate all contracts with respect to such stores, all related legal, consulting and advisory fees, and all costs to relocate or dispose of the equipment and other assets located at such stores (net of any net proceeds of disposition of such equipment or assets that is received after Closing and any Tax benefit (without duplication of any 40% adjustment below in this definition), and (ii) relating to the termination of employment of Pat Neville, Tara Denman and Daniel Greenberg, including but not limited to the cost of severance, accrued vacation and related legal disputes, in the case of both (i) and (ii) where any such liabilities, costs or expenses are deductible for Tax purposes, the amount thereof shall be multiplied by 0.6. For the avoidance of doubt, such closed stores include the stores previously located in Woodridge, IL (BeautyFirst), Aurora, IL (BeautyFirst), Algonquin, IL (PureBeauty) and Las Vegas, NV (PureBeauty).

        " Pre-Closing Straddle Taxes " has the meaning set forth in Section 8.9(c) .

        " Pre-Closing Tax Period " has the meaning set forth in Section 8.9(a) .

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        " Preliminary Headquarter Cost Statement " has the meaning set forth in Section 2.4(c) .

        " Purchase Price " has the meaning set forth in Section 2.3(a) .

        " Realty Leases " has the meaning set forth in Section 5.10(b) .

        " Securities Act " means the Securities Act of 1933, as amended, or any similar federal law then in force.

        " Seller Parties " means (i) during the period prior to Closing, each of Seller, Powell, Mackenzie, CCC, the Company, CC1, BeautyFirst and PureBeauty, and (ii) from and after Closing, the Seller, Powell, Mackenzie and CCC.

        " Seller Group Members " has the meaning set forth in Section 8.2(b) .

        " Specified Representations and Warranties " has the meaning set forth in Section 8.2(g) .

        " Straddle Tax Return " has the meaning set forth in Section 8.9(c) .

        " Subsidiary " means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) if a corporation, at least 50% of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint venture or other business entity, at least 25% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

        " Tax " means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing whether disputed or not; (ii) liability of the Company or any of its Subsidiaries for the payment of any amounts of the type described in clause (i) above arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto); and (iii) liability of the Company or any of its Subsidiaries for the payment of any amounts of the type described in clause (i) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

        " Tax Returns " means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

ARTICLE II
PURCHASE AND SALE OF THE SHARES

        2.1     Basic Transaction.     

        (a)   On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, 14,758 Shares, free and clear of all Encumbrances.

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        (b)   On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Powell, and Powell shall sell, convey, assign, transfer and deliver to Buyer, 500 Shares, free and clear of all Encumbrances.

        (c)   On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Mackenzie, and Mackenzie shall sell, convey, assign, transfer and deliver to Buyer, 500 Shares, free and clear of all Encumbrances.

        2.2     Closing Transactions.     

        (a)     Closing .    The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Bell, Boyd & Lloyd LLP located at 70 West Madison Street, Chicago, Illinois, or at such other place as is mutually agreeable to Buyer and the Seller, at 10:00 a.m. local time on February 20, 2008 (or such other date agreed by the Seller and the Buyer), or, if any of the conditions to Closing set forth in Article III have not been satisfied or waived by the party entitled to the benefit thereof on or prior to such date, on the second business day following satisfaction or waiver of such conditions (the " Closing Date ").

        (b)     Closing Deliveries .    At the Closing:

        (i)    Buyer shall pay to Seller the Purchase Price, less the Escrow Amount, less the Other Holder Purchase Price, less the amount of the Indebtedness Excess, if any, by wire transfer of immediately available funds to the account designated in writing by Seller to the Buyer;

        (ii)   Buyer shall pay to Powell his portion of the Other Holder Purchase Price, and shall pay to Mackenzie its portion of the Other Holder Purchase Price, by wire transfer of immediately available funds to the account designated in writing by Powell and Mackenzie, as applicable, to the Buyer;

        (iii)  Buyer shall deliver the Escrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement. The Escrow Amount shall be available to satisfy amounts owing to the Buyer Parties pursuant to Section 8.2 as provided therein and in the Escrow Agreement;

        (iv)  Buyer shall, if and as directed by the Seller, pay the Buyout Payments so directed by Seller to holders of Outside BF Interests as provided in Section 2.6 .

        (v)   Each of Seller, Powell and Mackenzie shall deliver to Buyer the certificate(s) representing the Shares held by him or it, duly endorsed in blank or accompanied by duly executed stock power(s), with appropriate transfer stamps (if any) affixed thereto;

        (vi)  The Company and Seller shall deliver to Buyer evidence (in form and substance reasonably satisfactory to Buyer) that the Company's and its Subsidiaries' legal counsel and other professional advisors have been paid in full, and that none of the Company or any of its Subsidiaries has any liability for fees owing to any of such legal counsel, investment bankers or other professional advisors (other than amounts owing for services in the ordinary course of the business of the Company and its Subsidiaries that are not past due (nor paid later than in past general practice), in each case other than (i) those to Blake, Cassels & Graydon LLP or PricewaterhouseCoopers, or (ii) those for which Seller is responsible under Section 8.5 );

        (vii) Each party, as applicable, shall deliver the certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III below; and

        (viii)  Seller and its Affiliates shall collect all corporate books and records and other property of the Company or any of its Subsidiaries in their possession and arrange for delivery thereof to Buyer within 5 business days after Closing.

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        2.3     Purchase Price.     

        (a)   The aggregate purchase price (the " Purchase Price ") for the Shares shall equal $31,782,933.00.

        (b)   Following Closing, the Purchase Price shall be reduced by the sum of the following amounts:

        (i)    the amount (if any) by which the Pre-Closing Shutdown Liability exceeds $683,331; plus

        (ii)   the amount (if any) by which the Headquarter Cost exceeds $1,014,770; plus

        (iii)  the amount (if any) by which (A) the Indebtedness of the Company and its Subsidiaries as of Closing less the Indebtedness Addback, exceeds (B) $4,200,000; plus

        (iv)  the amount (if any) by which the Buyout Adjustment Amount exceeds $369,880; plus

        (v)   the amount (if any) by which the Headquarter Severance exceeds $0.

For the purposes of this Agreement and the Consulting Agreement (as defined in Section 3.1), the " Excess Amount " shall be equal to the sum of the amounts specified in clauses (i) to (v) above; provided, that if any amount of Indebtedness Excess is deducted at Closing (and not returned to the Seller pursuant to Section 2.5(d) ), such amount shall be deducted from the Excess Amount. The Excess Amount, if any, may be recovered (x) from the Escrow Funds (as defined in the Escrow Agreement) in the Escrow Account (as defined in the Escrow Agreement), and/or (y) by reducing annual fee payments for Phase II Services to CC Newco under the Consulting Agreement as provided therein, which shall be the sole sources of recourse of Buyer Parties for recovery of such amounts. The components of the Excess Amount shall be determined from time to time as provided in Section 2.4 and 2.5 , below, provided that, notwithstanding anything to the contrary in Section 2.4 and 2.5 below, the Buyer and Seller may, from time to time, agree in writing as to the final resolution of the amount payable under one of the clauses (i) to (v) above, in which case the matters under such clause need not be included in the determinations to be made pursuant to Section 2.4 and 2.5 .

        (c)   If the actual amount of any of the components of the Excess Amount specified in clauses (b)(i) to (b)(v) above, is less than the specified target amount, the difference shall be applied to reduce, on a dollar for dollar basis (but not to an amount below $0), the amount of $889,553 specified in Section 4.1(1)(a) of the Consulting Agreement.

        2.4     BeautyFirst Headquarter Facility Matters.     

        (a)   The Buyer agrees that it will give the Seller and CC Newco at least 75 days prior written notice of its intention to close, cease or materially reduce operations at the Headquarter Facility in a manner that would reasonably be expected to result in Headquarter Costs.

        (b)   If the Buyer intends to close, cease or materially reduce operations at the Headquarter Facility, the Buyer Parties will give the Seller, CC Newco, Steven Hudson and Powell the opportunity to generally manage, direct and supervise any and all material activities (including, without limitation, provision of notices, termination or transfer of employees, termination or settlement of lease or sublease obligations and related obligations and/or finding successor or replacement tenants) in relation to such closure, cessation or reduction of operations on behalf of the Buyer and BeautyFirst in a reasonable manner with a view to eliminating, reducing or mitigating any related costs and expenses (including Headquarter Costs) and minimizing negative impact on the overall business of the Buyer and BeautyFirst, all subject to the ultimate oversight, direction and approval of the Buyer. The Buyer Parties will provide reasonable cooperation in connection therewith.

        (c)   Within three hundred (300) days after the date of Closing, the Seller shall prepare and deliver to Buyer a preliminary statement (the " Preliminary Headquarter Cost Statement ") setting forth the estimated Headquarter Cost (unless such costs are otherwise agreed as provided in the final sentence of Section 2.3(c) ). The Buyer Parties and Seller Parties shall cooperate as reasonably requested in

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connection with the preparation of the Preliminary Headquarter Cost Statement. During the 30-day period immediately following Buyer's receipt of the Preliminary Headquarter Cost Statement, Buyer shall be permitted to review Seller's working papers related to the preparation of the Preliminary Headquarter Cost Statement and determination of the amounts therein. If the Buyer does not agree to any items on the Preliminary Headquarter Cost Statement, Buyer shall notify Seller within such 30-day period and specify in reasonable detail the nature and dollar amount of any disagreement so asserted. During the twenty (20) days following delivery of such a notice, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified. If, at the end of the 20-day period referred to above, the matters in dispute have not been fully resolved, then (i) Buyer may immediately make a claim under the Escrow Agreement in an amount equal to the amount, if any, by which the Buyer's estimate of Headquarter Cost exceeds $1,014,770 (with respect to which Seller may then file an objection with respect to any portion of such excess as is then in dispute under this Section 2.4(c) , which shall remain in place until the final determination is made and a "Disbursement Request" is provided pursuant to Section 2.4(d) below), and (ii) the parties shall submit to an independent "Big 4" accounting firm agreed to by the Buyer and the Seller, acting reasonably (the " Accounting Firm ") for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the estimated Headquarter Cost to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm's determination will be based solely on presentations by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Preliminary Headquarter Cost Statement and the determination of the estimated Headquarter Cost amounts in dispute shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally between Buyer and Seller.

        (d)   If, following finalization of the Preliminary Headquarter Cost Statement, the estimated Headquarter Cost is greater than $1,014,770, the excess amount shall (i) be recoverable under the Escrow Agreement (and the Buyer and Seller shall immediately provide the Escrow Agent with a "Disbursement Request" under the Escrow Agreement with respect to such amount (or portion thereof for which there are "Escrow Funds" available thereunder)), and (ii) to the extent not recovered under the Escrow Agreement, be included in the "Excess Amount" determined pursuant to Section 2.3 above. If, upon finalization of the Headquarter Cost Statement, the actual amount of Headquarter Cost is less than that determined in the Preliminary Headquarter Cost Statement, such final Headquarter Cost shall be used in the final determination of Excess Amount and the Buyer Parties shall promptly repay any amount (if any) previously recovered (whether from the Escrow Amount or pursuant to the Consulting Agreement) based on the estimated Headquarter Cost that is in excess of the amount actually entitled to be recovered based on the final Headquarter Cost. If, upon finalization of the Headquarter Cost Statement, the actual amount of Headquarter Cost is more than that determined in the Preliminary Headquarter Cost Statement, then (x) such final Headquarter Cost shall be used in the final determination of Excess Amount (less any amount (if any) actually recovered from the Escrow Amount based on the estimated Headquarter Cost), and (y) the Buyer may keep any amount (if any) it has recovered from the Escrow Amount based on the estimated Headquarter Cost.

        (e)   Within sixty (60) days after the final settlement of all obligations and liabilities comprising the Headquarter Cost, the Buyer shall prepare and deliver to Seller a statement (the " Headquarter Cost Statement ") setting forth such costs (unless such costs are otherwise agreed as provided in the final sentence of Section 2.3(c) ). The Seller Parties shall cooperate as reasonably requested in connection with the preparation of the Headquarter Cost Statement. During the 30-day period immediately following Seller's receipt of the Headquarter Cost Statement, Seller shall be permitted to review

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Buyer's working papers related to the preparation of the Headquarter Cost Statement and determination of the amounts therein. The Headquarter Cost Statement shall become final and binding upon the parties thirty (30) days following Seller's receipt thereof, unless Seller shall give written notice of its disagreement (a " Notice of Disagreement ") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Headquarter Cost Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the twenty (20) days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Buyer and its agents and representatives shall be permitted to review Seller's and its representatives' working papers relating to the Notice of Disagreement. If, at the end of the 20-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Headquarter Cost to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Accounting Firm's determination will be based solely on presentations by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Headquarter Cost Statement and the determination of the Headquarter Cost amounts in dispute shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally between Buyer and Seller.

        2.5     Other Adjustment Amounts.     

        (a)   The Buyer Parties will give the Seller, CC Newco, Steven Hudson and Powell the opportunity to generally manage, direct and supervise any and all material activities (including, without limitation, settlement of the terms of share or option purchases, settlement of lease obligations and related obligations and/or finding successor or replacement tenants) in relation to the Pre-Closing Shutdown Liability, the Headquarter Severance and the settlement of any liabilities, costs or expenses relating to the repurchase or cancellation of Outside BF Interests on behalf of the Buyer and BeautyFirst in a reasonable manner with a view to eliminating, reducing or mitigating any such liabilities, costs and expenses, and minimizing negative impact on the overall business of the Buyer and BeautyFirst, all subject to the ultimate oversight, direction and approval of the Buyer. The Buyer Parties will provide reasonable cooperation in connection therewith.

        (b)   Within three hundred (300) days following the Closing Date, Buyer shall deliver to Seller a statement (in its final and binding form as determined below, the " Closing Statement ") setting forth the Pre-Closing Shutdown Liability, the aggregate Buyout Amount, the aggregate Headquarter Severance and the aggregate amount of Indebtedness less Indebtedness Addback as of Closing (unless such amounts are otherwise agreed as provided in the final sentence of Section 2.3(c) ). The Seller Parties shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the 30-day period immediately following Seller's receipt of the Closing Statement, Seller shall be permitted to review Buyer's working papers related to the preparation of the Closing Statement and

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determination of the amounts therein. The Closing Statement shall become final and binding upon the parties thirty (30) days following Seller's receipt thereof, unless Seller shall give written notice of its disagreement (a " Notice of Disagreement ") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the twenty (20) days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Buyer and its agents and representatives shall be permitted to review Seller's and its representatives' working papers relating to the Notice of Disagreement. If, at the end of the 20-day period referred to above, the matters in dispute have not been fully resolved, then (i) Buyer may immediately make a claim under the Escrow Agreement in an amount equal to the amount, if any, by which the Buyer's estimate of Excess Amount (other than with respect to Headquarter Cost) exceeds $0 (with respect to which Seller may then file an objection with respect to any portion of such Excess Amount as is then in dispute under this Section 2.5(b) , which shall remain in place until the final determination is made and a "Disbursement Request" is provided pursuant to Section 2.5(c) below), and (ii) the parties shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the amounts referred to in this Section 2.5(b) to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Accounting Firm's determination will be based solely on presentations by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination of the amounts referred to in this Section 2.5(b) shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally between Buyer and Seller.

        (c)   If, following finalization of the Closing Statement, the Excess Amount (other than with respect to Headquarter Cost) exceeds $0, such excess amount shall (i) be recoverable under the Escrow Agreement (and the Buyer and Seller shall immediately provide the Escrow Agent with a "Disbursement Request" under the Escrow Agreement with respect to such amount (or portion thereof for which there are "Escrow Funds" available thereunder)), and (ii) to the extent not recovered under the Escrow Agreement, be included in the "Excess Amount" determined pursuant to Section 2.3 above.

        (d)   If any Indebtedness Excess was deducted from the payment of Purchase Price pursuant hereto and, upon the final determination of Indebtedness and Indebtedness Addback pursuant to Section 2.5 , the actual amount of Indebtedness less Indebtedness Addback is less than the estimated Indebtedness Excess used to determine the amount so deducted, the Buyer shall promptly pay to Seller the amount of such shortfall (i.e., the amount by which the deduction was greater than the actual final Indebtedness Excess).

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        2.6     Outside BF Interests.     

        (a)   Prior to Closing Seller Parties shall use their respective reasonable best efforts to (i) cause each Person (other than CC1) who owns any Capital Stock of BeautyFirst to enter into a stock purchase agreement with CC1 in form reasonably acceptable to Seller and Buyer (each a " BF Purchase Agreement ") with respect to all such Capital Stock owned by such Person, and (ii) cause each Person who holds any Options with respect to BeautyFirst to enter into an option cancellation agreement in form reasonably acceptable to Seller and Buyer (each an " Option Cancellation Agreement ") with respect to all such Options held by such Person.

        (b)   At Closing Seller Parties shall take all actions reasonably necessary to consummate the stock purchases under any BF Purchase Agreements entered into prior to Closing and the option cancellations under any Option Cancellation Agreements entered into prior to Closing, in each case in exchange for the payments by CC1 or BeautyFirst, as applicable, to each such Person required under such agreements; provided , that Seller may direct Buyer to (and Buyer shall, if so directed by the Seller, subject to Section 2.6(c) below) pay such amounts directly to such Persons pursuant to such agreements on behalf of CC1 and BeautyFirst, respectively. The parties agree that (i) Seller has separately and previously agreed to fund such payments to CC1 and BeautyFirst at or before Closing to facilitate such purchases and cancellations, and (ii) for convenience, Seller, CC1 and BeautyFirst have asked Buyer to make such payments.

        (c)   If any portion of the payments payable pursuant to Section 2.6(b) is required to be deducted or withheld therefrom under the Code or under any applicable provision of federal, state, local or foreign Tax law, then the Seller Parties shall so instruct Buyer to reduce the payments to such applicable Persons accordingly and to pay over to CC1 or BeautyFirst, as applicable, such amounts being withheld or deducted promptly after Closing (which amounts shall still be deemed payments paid by Buyer hereunder).

ARTICLE III
CONDITIONS TO CLOSING

        3.1     Conditions to Buyer's Obligations .    The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or prior to the Closing Date:

        (a)  (i)  Subject to clause (ii), below, the representations and warranties in Articles V , V.1 and V.2 hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Closing and the representations and warranties contained in Articles V , V.1 and V.2 hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made to Buyer pursuant to Section 4.7 below), and Seller and the Seller Parties shall have performed in all material respects all of the covenants and agreements required to be performed by them hereunder prior to the Closing;

        (ii)   If a representation and warranty in either Section 5.3(b) or Section 5.14 is not true or correct in all material respects, it shall nevertheless, for the purposes of this condition, be deemed to be true and correct unless the inaccuracy in such representation and warranty could reasonably be expected to have a Material Adverse Effect.

        (b)   The Seller Parties shall have received or obtained all third party consents and approvals that are necessary for the consummation of the transactions contemplated hereby (which shall be deemed not to include consents under any leases or contracts (other than (i) a contractual obligation that would prohibit the sale of the Shares or completion of the transactions contemplated hereby, and (ii) any

13

required consent under the Harris Bank Agreements, which required consent may be conditioned upon the repayment (or, if Regis prefers, the guaranty by Regis) of the indebtedness under the Harris Bank Agreements within 10 days after Closing)).

        (c)   The parties shall have received or obtained all federal, state, local and foreign governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares and to operate the businesses of and control the Company and its Subsidiaries following the Closing, in each case on terms and conditions satisfactory to Seller and Buyer, acting reasonably (collectively, the " Governmental Approvals ");

        (d)   No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Company and its Subsidiaries, or (iv) affect adversely the right of the Company and its Subsidiaries to own their respective assets or control their respective businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect;

        (e)   Seller and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified;

        (f)    The Seller Parties shall have terminated all agreements (if any) regarding voting, transfer or other arrangements related to the Shares or the Capital Stock of the Company or its Subsidiaries that are in effect prior to the Closing (in each case on terms and conditions satisfactory to Buyer), except that, if the efforts of the Seller Parties have not resulted in purchase or cancellation of all the Outside BF Interests, the stockholders agreement of BeautyFirst in the form provided to Buyer may remain in effect;

        (g)   All assets of the Excluded Subsidiaries shall have been transferred by the Excluded Subsidiaries to CC Newco and all liabilities (including but not limited to Tax liabilities) of the Excluded Subsidiaries, but excluding liabilities owed by the Excluded Subsidiaries to each other or to the Company or any of its Subsidiaries, shall have been assumed by CC Newco pursuant to the terms of an Asset Purchase Agreement in a form satisfactory to the Seller and the Buyer, acting reasonably. Such agreement shall contain full and perpetual indemnification by CC Newco, without deductibles or other limitations, for any Losses suffered by the Company or any of its Subsidiaries with respect to (A) such assigned assets and assumed liabilities, (B) any liabilities of the Excluded Subsidiaries as of Closing to be assumed as provided above that are not so assumed for any reason, and (C) Tax liabilities of the Company and its Subsidiaries relating to the foregoing assignment and assumption;

        (h)   Seller and each of Steven Hudson and Powell shall each have executed and delivered the Non-Competition Agreement substantially in the form of Exhibit B attached hereto;

        (i)    Regis, CC Newco, Steven Hudson and Powell shall have executed and delivered the Consulting Agreement substantially in the form of Exhibit C attached hereto (the " Consulting Agreement ");

        (j)    At the Closing, Seller and the Company shall have delivered to Buyer (i) a certificate signed by the Company, dated the date of the Closing, stating that the conditions specified in this Section 3.1 have been satisfied as of the Closing; (ii) copies of any third-party approvals received and Governmental Approvals; (iii) certified copies of the resolutions of the Seller's board of directors

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authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) the resignations, effective as of the Closing, of each director of the Company and its Subsidiaries and of the officers set forth on Schedule 3.1(j) ; (v) good standing (or equivalent, if any) certificates for each of the Company and its Subsidiaries from their respective jurisdictions of organization and each jurisdiction in which the Company or its Subsidiaries is qualified to do business as a foreign entity and in which the Company or a Subsidiary does a material amount of business, in each case dated as of a recent date prior to the Closing Date; and (vi) such other documents or instruments as are required to be delivered by any Seller Party at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby; and

        (k)   The Company shall have reimbursed Regis for all legal costs and expenses for which Regis is entitled to reimbursement under the Credit Agreement dated May 30, 2006 (as amended) between the Company and Regis and all related agreements, including without limitation the Securities Agreement dated May 30, 2006, the Subsidiary Security Agreement dated May 30, 2006 and the Stock Pledge Agreement dated May 30, 2006, to be supported by invoices and in an amount not to exceed $13,000.

        All proceedings to be taken by the Seller Parties in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to be delivered by them to effect the transactions contemplated hereby shall be satisfactory in form and substance to Buyer. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer.

        3.2     Conditions to the Seller's Obligations .    The obligation of the Seller, Powell and Mackenzie to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

        (a)   The representations and warranties made in Article VI and Article VI.1 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by Regis or Buyer pursuant to Section 4.7 below), and Regis and Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it hereunder prior to the Closing;

        (b)   No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or ruling shall be in effect;

        (c)   The Seller Parties shall have received or obtained all third-party consents and approvals that are necessary for the consummation of the transactions contemplated hereby, in each case on terms and conditions satisfactory to Seller and Buyer, acting reasonably (which shall be deemed not to include consents under any leases or contracts (other than (i) a contractual obligation that would prohibit the sale of the Shares or completion of the transactions contemplated hereby, and (ii) any required consent under the Harris Bank Agreements, which required consent may be conditioned upon the repayment (or, if Regis prefers, the guaranty by Regis) of the indebtedness under the Harris Bank Agreements within 10 days after Closing));

        (d)   The parties shall have received or obtained all federal, state, local and foreign governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the

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consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares, in each case on terms and conditions satisfactory to Seller and Buyer, acting reasonably;

        (e)   Regis shall have executed and delivered the Consulting Agreement; and

        (f)    At the Closing, Regis and Buyer shall have delivered to Seller a certificate signed by Regis and Buyer, dated the date of the Closing, stating that the conditions specified in Section 3.2 have been satisfied.

        All proceedings to be taken by Regis and Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by Regis and Buyer to effect the transactions contemplated hereby shall be satisfactory in form and substance to Seller (without any separate approval requirement by Powell or Mackenzie). Any condition specified in this Section 3.2 may be waived if such waiver is set forth in a writing duly executed by Seller (without any separate waiver required of Powell or Mackenzie).

ARTICLE IV
COVENANTS PRIOR TO CLOSING

        Each of the parties agrees as follows with respect to the period between the date of this Agreement and the Closing:

        4.1     General .    Subject to the terms of this Agreement, each party shall use reasonable best efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in Article III above). Without limiting the foregoing, each of the parties shall execute and deliver all agreements and other documents required to be delivered by or on behalf of such party or any of its Subsidiaries under Article III above.

        4.2     Maintenance of Business .    The Company shall (and the Company shall cause its Subsidiaries to) (a) maintain their material assets in good operating condition and repair in accordance with past practices (normal wear and tear excepted), (b) maintain insurance comparable to that in effect on the date of the Latest Balance Sheet, (c) maintain inventory and supplies at customary and adequate operating levels consistent with past practice (except as otherwise agreed by Buyer and Seller in writing, including in relation to inventory that the parties anticipate can be obtained by Buyer on more favourable terms following Closing) and replace in accordance with past practice any inoperable, worn out, damaged or obsolete assets with modern assets of at least comparable quality, (d) maintain its books, accounts and records in accordance with past custom and practice as used in the preparation of the Latest Balance Sheet and the financial statements described in Section 5.5 below and provide accruals for Taxes, obsolete inventory, vacation and other items to the full extent required under GAAP, (e) make capital expenditures in a manner consistent with past practice (other than the purchase for cash of BeautyMetrix machines by BeautyFirst and/or PureBeauty from Cameron Capital Technologies Inc. prior to Closing as disclosed to and agreed by Regis) and (f) maintain in full force and effect the existence of all material Intellectual Property Rights.

        4.3     Third-Party Notices and Consents .    The Seller Parties shall use reasonable commercial efforts to (a) give all required notices to third parties and (b) obtain all third-party approvals in connection with the matters contemplated by this Agreement for any instrument, contract, lease, license or other agreement requiring any such notice or consent. Buyer shall cooperate with the Seller Parties and Buyer shall use reasonable commercial efforts to assist Seller Parties in obtaining such third-party approvals, including the provision of reasonable information to contractual counterparties.

        4.4     Governmental Notices and Consents .    Each of the parties shall give any notices to, make any filings with, and use reasonable best efforts to obtain, any material authorizations, consents and

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approvals of all federal, state, local and foreign governments and governmental agencies in connection with the matters contemplated by this Agreement.

        4.5     Operation of Business .    Except as otherwise contemplated or provided in this Agreement, the Company shall (and the Company shall cause its Subsidiaries to) operate their business only in the usual and ordinary course of business consistent with past practice and use reasonable best efforts to preserve the goodwill and organization of their business and the relationships with their customers, suppliers, employees and other Persons having business relations with the Company and its Subsidiaries. Without limiting the generality of the foregoing, prior to the Closing, except as otherwise contemplated or provided in this Agreement, neither the Seller or the Company shall (and the Company shall not permit any of its Subsidiaries to):

        (a)   take or omit to take any action that would require disclosure under Section 5.9 below or that would otherwise result in a breach of any of the representations, warranties or covenants made by Seller in this Agreement;

        (b)   take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect;

        (c)   (i) enter into any contract out of the ordinary course of business or restricting in any material respect the conduct of its business, (ii) make any loans or Investments (other than advances to the Company's or its Subsidiaries' employees in the ordinary course of business consistent with past custom and practice), (iii) increase the compensation, incentive arrangements or other benefits to any officer or employee of the Company or its Subsidiaries, except for increases or bonuses made in the ordinary course of business consistent with past custom and practice, (iv) redeem, purchase or otherwise acquire directly or indirectly any of its issued and outstanding Capital Stock, or any outstanding rights or securities exercisable or exchangeable for or convertible into its Capital Stock, or declare or pay or make any distribution or dividend to any of its shareholders or other Persons, (v) amend its certificate of incorporation or bylaws (or equivalent documents) or issue or agree to issue any Capital Stock or any rights or options to acquire, or securities convertible into or exchangeable for, any of its Capital Stock, (vi) directly or indirectly engage in any transaction, arrangement or contract with any officer, director, shareholder, trustee or beneficiary of any shareholder, member, manager or other insider or Affiliate of Seller, the Company or any of its Subsidiaries (except pursuant to existing employment agreements and existing benefit arrangements with the Company and its Subsidiaries, in each case that have been provided or disclosed to Buyer), other than in the ordinary course of business consistent with past custom and practice as disclosed on the Affiliated Transactions Schedule attached hereto (including, without limitation, by repaying any amounts owing from the Company or its Subsidiaries to Seller or its Affiliates), (vii) execute any guaranty, issue any debt, borrow any money or otherwise incur or create any Indebtedness or liability (other than liabilities in the ordinary course of business consistent with past practice); (viii) purchase, sell, lease or dispose of any material property or assets (other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past practice); (ix) take or omit to take any action that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to the trade or other customers that would otherwise be expected to occur after the Closing; (x) delay or postpone the payment of any accounts payable or take or omit to take any action that has or would reasonably be expected to have the effect of deferring to post-Closing periods expenses or payments that would otherwise be expected to occur prior the Closing; (xi) accelerate the collection of or discount any accounts receivable; (xii) make any capital expenditures or commitments therefor in excess of $50,000 in the aggregate; (xiii) make any changes to its normal and customary practices regarding the solicitation, booking and fulfillment of orders or the shipment and delivery of goods; (xiv) cease from making accruals for obsolete inventory, vacation and other customary accruals; (xv) cease from maintaining adequate levels of inventory or cease from insuring that accounts payable are current consistent with past practice; (xvi) abstain from making payments on any Taxes, principal or interest on

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borrowed funds and other customary expenses as they become due; (xvii) pay any amount to or transfer any asset to the Seller or any of its Affiliates; (xviii) assume, pay or satisfy any liability or obligation of the Seller or any of its Affiliates; or (xiv) grant or take any license to any Intellectual Property Rights or transfer or encumber any Intellectual Property Rights; or

        (d)   enter into any transaction, arrangement or contract with any Person except on an arm's-length basis in the ordinary course of business consistent with past custom and practice.

        Notwithstanding the foregoing, nothing in this Section 4.5 shall prohibit the Company or any Seller from taking any action or omitting to take any action as required or as expressly contemplated by this Agreement.

        4.6     Access .    The Seller Parties shall afford, and cause its officers, managers, directors, employees, attorneys, accountants and other agents to afford, to Buyer and its accounting, legal and other representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, full and complete access upon request at all reasonable times and during normal business hours, upon reasonable notice, to the Company's and its Subsidiaries' personnel and to business, financial, legal, tax, compensation and other data and information concerning the Company's and its Subsidiaries' affairs and operations. The Company shall provide information to Buyer, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Company and its Subsidiaries. Any requests by Buyer for such access shall be made solely to Steven Hudson or Powell unless otherwise consented to by either Steven Hudson or Powell.

        4.7     Notice of Material Developments .    Each party shall give prompt written notice to the other parties of (i) any material variances in any of its representations or warranties contained in Articles V , V.1 , V.2 , VI or VI.1 below, as the case may be, (ii) any breach of any covenant hereunder by such party and (iii) any other material development affecting the ability of such party to consummate the transactions contemplated by this Agreement.

        4.8     Exclusivity .    None of the Seller Parties shall (and they shall cause their respective Affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Subsidiaries, (b) merger or consolidation involving the Company or any of its Subsidiaries, (c) purchase or sale of any assets, Capital Stock (or any rights to acquire, or securities convertible into or exchangeable for, any such Capital Stock) of the Company or any of its Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or their business or assets (each of the foregoing transactions described in clauses (a) through (d), a " Company Transaction ") or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or seek to do any of the foregoing. The Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction. If any of the provisions of this Section 4.8 are breached and the transactions contemplated hereby are not consummated for any reason, the Seller Parties shall promptly reimburse Buyer and its Affiliates for all out-of-pocket fees and expenses incurred before or after the date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the transactions contemplated hereby. The foregoing provisions are in addition to, and not in derogation of, any other remedy that Buyer and its Affiliates may have for a breach of this Section 4.8.

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        4.9     Tax Matters .    Except as set forth on the Tax Matters Schedule attached hereto, without the prior written consent of the Buyer, no Seller Party shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax attribute of the Company or any of its Subsidiaries.

        4.10     Delivery of Interim Financial Statements .    The Company shall deliver to Buyer copies of BeautyFirst's unaudited consolidated financial statements for the period ended December 26, 2007 as soon as reasonably practicable (and in any event prior to February 15, 2008). The financial statements shall include income statements, balance sheets and cash flow statements, prepared in accordance with GAAP on a basis consistent with the Company's prior financial statements.

        4.11     Insurance .    Sellers shall have full responsibility to maintain in effect without material modification up to and including the Closing Date all existing policies or binders of insurance in existence at the date hereof.

        4.12     Outside BF Interests .    Seller, the Company and its Subsidiaries shall use reasonable best efforts to cause (a) all Capital Stock of BeautyFirst to be owned beneficially and of record by CC1 as of Closing, and (b) there to be no outstanding Options with respect to BeautyFirst as of Closing, in each case without the Company or any of its Subsidiaries having any further obligations after Closing to the former holders of the Outside BF Interests.

        4.13     Atlanta Office .    The Company shall assign the lease for its Atlanta offices to CCC or an Affiliate thereof (other than the Company or a Subsidiary of the Company) at no cost to the Buyer Parties.

ARTICLE IV.1
ADDITIONAL COVENANTS

        4.1.1     Regis Investment .    Regis hereby commits and agrees to invest $10,000,000 in an investment fund sponsored and managed by CCC or an Affiliate thereof, subject to the following terms: (i) the amount required to be funded by Regis prior to the first anniversary of Closing shall not exceed $7,500,000; (ii) such investment shall be made on customary market terms, no less favourable to Regis than to any other investor in such fund, including CCC and the principals thereof; (iii) the investment by Regis shall not exceed 35% of the aggregate investments in such fund by all investors; and (iv) at least $10,000,000 shall be invested in such fund by institutional investors.

        4.1.2     Regis Guaranty .    Regis hereby unconditionally and irrevocably guarantees to the Seller Parties the full and complete payment and performance