Exhibit 10.14

TAX SHARING AGREEMENT

ThisTax Sharing Agreement (the “Agreement”), dated as of November 16, 2006, is madeand entered into by and among Sally Beauty Holdings, Inc., a Delawarecorporation (“New Sally”), Sally Investment Holdings LLC, a Delaware limitedliability company and wholly owned subsidiary of New Sally (“Holdings”),and Sally Holdings LLC, aDelaware limited liability company and wholly owned subsidiary of Holdings (the“Company”).  This Agreement shall becomeeffective and binding upon the parties hereto immediately upon the effectivetime of the Acquisition (as defined below) (the “Effective Time”).

W I T N E S S ET H:

WHEREAS, the parties hereto desire to providefor the allocation of liabilities, procedures to be followed, and other matterswith respect to Combined Taxes (as defined below);

WHEREAS, Holdings is a wholly owned subsidiaryof New Sally; 

WHEREAS, pursuant to an Investment Agreement,dated as of June 19, 2006, by and among Alberto-Culver Company, a Delawarecorporation, New Aristotle Company, a Delaware corporation, CDRS AcquisitionLLC, a Delaware limited liability company, New Sally and the Company (the “InvestmentAgreement”), New Sally has acquired all equity interests in the Company bydistribution from Alberto-Culver Company (the “Acquisition”);

WHEREAS, New Sally has contributed all equityinterests in the Company to Holdings with the Company becoming a wholly ownedsubsidiary of Holdings; 

WHEREAS, Holdings and the Company will betreated as disregarded entities for U.S. federal income tax purposes; 

WHEREAS, New Sally will include in its taxableincome, for U.S. federal income tax purposes, all items of income, gain, loss,deduction or credit attributable to Holdings and the Company and the partiesdesire to provide New Sally with tax sharing payments to enable New Sally tosatisfy its tax liabilities to taxing authorities; 

WHEREAS, the parties hereto desire to computesuch tax sharing payments as if the Company were treated as an associationtaxable as a corporation for U.S. federal income tax purposes;

NOW, THEREFORE, in consideration of the mutualcovenants and promises contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:

ARTICLE I

DEFINITIONS

1.                                       Definitions.

Code:  shall mean theInternal Revenue Code of 1986, as amended.

Combined Tax:  shall mean any Taxin respect of a Combined Tax Group. 

Combined Tax Group:  shall mean any affiliated group (i) of whichNew Sally or Holdings was or is, or was or is required to be, the common parentfor purposes of paying Taxes or filing a Tax Return and (ii) (A) whichincludes, for U.S. federal income tax purposes, all items of income, gain,loss, deduction or credit attributable to the Company or any of itsSubsidiaries, or (B) of which the Company or any of its Subsidiaries was or is,or was or is required to

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be, a member for any Tax year.  For the avoidance of doubt, a Combined TaxGroup shall be deemed to exist in any jurisdiction in which New Sally and/orHoldings is required to include in its taxable income, for any Tax purposes,any item of income, gain, loss, deduction or credit attributable to any membersof the Company Group, and shall include such member(s) and New Sally and/orHoldings, as the case may be.

Combined Tax Return:  shall mean any Tax Return with respect to anyCombined Tax.

Company Group:  shall mean, with respect to any Combined Tax,a subgroup of the relevant Combined Tax Group, whose member or members shallinclude each member of such Combined Tax Group that is either the Company or aSubsidiary of the Company.

Due Date:  shall mean, with respect to the filing of anyTax Return or the payment of Tax, the date on which such Tax Return is due tobe filed with, or such payment is due to be made to, the appropriate TaxingAuthority pursuant to applicable law, giving effect to any applicableextensions of the time for such filing or payment.

Estimated Tax Sharing Payments:  shall mean the periodic tax sharing paymentsrequired under Article III, Section 2 of this Agreement.

IRS:  shall mean the United States Internal RevenueService, including, but not limited to, its authorized agents andrepresentatives and, in the case of a litigated controversy, the attorneysrepresenting it.

Person:  shall mean any individual, corporation,partnership, joint venture, association, joint-stock company, limited liabilitycompany, trust, unincorporated organization, government or any agency orpolitical subdivision thereof or any other entity.

Pro Forma Company Return:  shall mean a pro forma Tax Return preparedpursuant to Article III, Section 1 or 3.

Subsidiary:  shall mean, with respect to any Person at anytime, any corporation, association, partnership or other business entity ofwhich more than 50% of the total voting power of shares of capital stock orother equity interests (including partnership interests) entitled (withoutregard to the occurrence of any contingency) to vote in the election ofdirectors, managers or trustees thereof is at the time owned or controlled,directly or indirectly, by (a) such Person or (b) one or moreSubsidiaries of such Person.

Tax:  shall mean any federal, state, local orforeign income, alternative minimum, accumulated earnings, personal holdingcompany, franchise, capital stock, profits, windfall profits, gross receipts,sales, use, value added, transfer, registration, stamp, premium, excise,customs duties, severance, environmental (including taxes under section 59A ofthe Code), real property, personal property, ad valorem, rent, occupancy,license, occupation, employment, payroll, social security, disability,unemployment, workers’ compensation, withholding, estimated or other similartax, duty, fee, assessment or other governmental charge or deficiencies thereof(including all interest and penalties thereon and additions thereto).

Tax Return:  shall mean any federal, state, local orforeign tax return, declaration, statement, report, schedule, form orinformation return or any amendment to any of the foregoing relating to Taxes.

Taxing Authority:  shall mean, with respect to any Tax, thegovernmental entity or political subdivision thereof that imposes such Tax, andthe agency (if any) charged with the collection of such Tax for such entity orsubdivision.

Treasury Regulations:  shall mean the regulations prescribed underthe Code.

2.                                       Successors.  

References to the Company, New Sally or Holdings shallinclude any successor thereto or any Person with respect to which the Company,New Sally or Holdings, respectively, is the successor.

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3.                                       Forpurposes of this Agreement, (i) all determinations and computations of Taxes inrespect of the Company and the Company Group shall be made as if the Companywere treated as an association taxable as a corporation for U.S. federal incometax purposes, and (ii) taxable income of the Company shall be deemed to includeany item of income of New Sally or Holdings that is attributable to any taxableperiod (or portion thereof) ending on or prior to the Effective Time, or to NewSally’s or Holdings’ receipt of (or entitlement to) any payment in connectionwith any of the Transactions (as defined in the Investment Agreement),including any payment received after the Effective Time pursuant to theInvestment Agreement and any other Transaction Agreement (as defined in theInvestment Agreement).  

ARTICLE II

PROCEDURAL MATTERS

1.                                       NewSally or Holdings, as the case may be, shall have the sole and exclusiveresponsibility for the preparation and filing of each Combined Tax Return foreach Combined Tax with respect to which it is the common parent, including anyamended returns and any other returns, documents or statements required to befiled with any Taxing Authority relating to such Combined Tax Return.  All such Combined Tax Returns shall be filedby New Sally or Holdings, as the case may be, on a timely basis, taking intoaccount extensions of the due date for the filings of such returns.

2.                                       TheCompany shall, and shall cause each of its Subsidiaries that is eligible to bea member of the relevant Combined Tax Group to, join and continue to join infiling a Combined Tax Return with respect to each jurisdiction for all Taxyears for which such Subsidiary is eligible to do so under the applicable Taxlaw, unless New Sally or Holdings, as the case may be, shall request otherwise.

3.                                       NewSally or Holdings, as the case may be, shall (a) make all payments tothe applicable Taxing Authority of all Combined Taxes that the relevantCombined Tax Group is required to pay, including estimated payments relatingthereto and (b) have the right to exercise all powers of a common parentwith respect to each Combined Tax Return or Combined Tax.

4.                                       NewSally or Holdings, as the case may be, shall be the sole and exclusive agent ofthe Combined Tax Group of which it is the common parent and of each member ofsuch group in respect of any and all matters relating to any Combined Tax ofsuch group for all Combined Tax Return years. In its sole discretion, New Sally or Holdings, as the case may be, shallhave the right with respect to each such Combined Tax Return (a) todetermine (i) the manner in which such return shall be prepared andfiled, including, without limitation, the manner in which any item of income,gain, loss, deduction or credit shall be reported and the adoption or change ofany method of accounting, (ii) whether any extensions may berequested and (iii) the elections that will be made by each memberof the Combined Tax Group for which such Combined Tax Return is filed, (b) tocontest, compromise or settle any adjustment or deficiency proposed, assertedor assessed as a result of any audit of such return by any Taxing Authority, (c) tofile, prosecute, compromise or settle any claim for refund and (d) todetermine whether any refund to which such Combined Tax Group may be entitledshall be paid by way of refund or credited against the Combined Tax liabilityof such group.  The Company herebyirrevocably appoints, and shall cause each of its Subsidiaries that is a memberof each such Combined Tax Group to irrevocably appoint New Sally or Holdings,as the case may be, as its agent and attorney-in-fact to take such action(including the execution of documents) as New Sally or Holdings, as the casemay be, may deem appropriate to effect the foregoing.

5.                                       TheCompany shall, and shall as appropriate cause each of its Subsidiaries that isa member of a Combined Tax Group to, reimburse New Sally or Holdings, asthe case may be, for (a) any outside legal and accounting expensesincurred by New Sally or Holdings or in the course of the conduct of any auditor contest regarding a Combined Tax liability of such group, (b) anyother expenses incurred by New Sally or Holdings in the course of anylitigation relating thereto and (c) the cost of preparing any CombinedTax Return or otherwise administering this Agreement.

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6.                                       TheCompany shall, and shall cause each of its Subsidiaries that is a member ofa Combined Tax Group to, furnish to New Sally or Holdings, as the case maybe, in a timely manner such information, documents and other assistance, ineach case as New Sally or Holdings may reasonably request in connection withthe filing of each Combined Tax Return with respect to such group or any auditor examination by any Taxing Authority or any judicial or administrativeproceeding relating to a Combined Tax of such group or otherwise with respectto this Agreement and the transactions contemplated hereby.

ARTICLE III

TAX SHARING PAYMENTS

1.                                       Foreach Tax year for which New Sally or Holdings files, or is required to file, aCombined Tax Return on or after the Effective Time, New Sally or Holdings, asthe case may be, shall timely prepare, or cause to be prepared, a Pro FormaCompany Return for the relevant Company Group for such year (including, ifnecessary, preparing Pro Forma Company Returns for prior years).  Each such Pro Forma Company Return shallinclude only the items of income, deduction, gain, loss and credit of themembers of the Company Group that are required to be reflected on such CombinedTax Return, and shall be prepared in a manner consistent with theelections, methods of accounting, and positions with respect to specific itemsmade or used by New Sally or Holdings, as the case may be, for purposes of suchCombined Tax Return.  Each such Pro FormaCompany Return shall reflect any carryovers of net operating losses, netcapital losses, excess tax credits or other tax attributes from Pro FormaCompany Returns with respect to the same Combined Tax for prior years assumingthat members of such Company Group had not been in existence before theEffective Time, which carryovers could have been utilized by the Company Groupif such Company Group had never been included in the relevant Combined TaxGroup, but only to the extent New Sally or Holdings, as the case may be,utilizes such carryovers.  For purposesof this Article III, Section 1, (a) a carryover will be treated asutilized by New Sally or Holdings to the extent that the Tax liability of therelevant Combined Tax Group determined taking into account such carryover isless than the Tax liability of such Combined Tax Group determined withoutgiving effect to such carryover, (b) any provision of the Code thatrequires consolidated computations, such as sections 861 and 1231, and anysimilar provision with respect to any other Combined Tax, shall be appliedseparately to the Company Group for purposes of preparing the Pro Forma CompanyReturn and (c) Treasury Regulations section 1.1502-13, and anysimilar provisions with respect to any other Combined Tax, shall be applied asif the Company Group were not a part of the relevant Combined Tax Group.  The Pro Forma Company Return shall beprovided to the Company no later than 10 days before the Due Date for filingthe relevant Combined Tax Return.

2.                                       Foreach Tax year in which a Combined Tax Return is, or is required to be, filed byNew Sally or Holdings, as the case may be, the Company shall, and shall asappropriate cause each of its Subsidiaries that is a member of the relevantCombined Tax Group to, make periodic payments (“Estimated Tax Sharing Payments”)to New Sally or Holdings, as the case may be, in such amounts as, and no laterthan the dates on which, payments of estimated tax with respect to suchCombined Tax would be due on or after the Effective Time from the Company Groupunder section 6655 of the Code, and any similar provisions with respect toany other Combined Tax, if it were not included in the relevant Combined TaxGroup (computed on a basis consistent with the relevant Pro Forma CompanyReturn).  The balance, if any, of theEstimated Tax Sharing Payments due on or after the Effective Time for such Taxyear shall be paid to New Sally or Holdings, as the case may be, no later thanDecember 15 of such year.  The Companyshall, and shall as appropriate cause each of its Subsidiaries that is a memberof the relevant Combined Tax Group to, pay to New Sally or Holdings, as thecase may be, no later than the Due Date (for this purpose, determined withoutregard to extensions) on which each Combined Tax Return for each Tax year is,or is required to be, filed by New Sally or Holdings on or after the EffectiveTime, an amount equal to the excess of (a) the sum of (i)the Tax liability shown on the relevant Pro Forma Company Return prepared forsuch Tax year and (ii) the additions to tax, if any, undersection 6655 of the Code, and any similar provisions with respect to anyother Combined Tax, that would have been imposed upon the Company Group(treating the amount due to New Sally or Holdings under clause (i) above as theCompany Group’s Tax liability and treating any

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Estimated Tax Sharing Payments as estimated Tax payments with respectto such liability) over (b) the Estimated Tax Sharing Payments maderelating thereto.  

3.             Tothe extent that, after the Effective Time, any audit, litigation, claim orrefund with respect to a Combined Tax Return results in an increase in Taxliability relating to the treatment of a Company Group item, a correspondingadjustment shall be made to such item and to the Company Group’s Tax liabilityreflected on the applicable Pro Forma Company Return.  Within 5 days after any such adjustment, theCompany shall, and shall as appropriate cause each of its Subsidiaries that isa member of the relevant Combined Tax Group to, make additional Tax sharingpayments, including interest and penalties consistent with such adjustment, toNew Sally or Holdings, as the case may be. 

4.             Allcalculations required to be made by New Sally or Holdings under this Agreementshall be binding upon the parties hereto absent manifest error.

ARTICLE IV

INTEREST

1.             Withrespect to any federal income Tax, any amount relating thereto which isrequired to be paid by the Company or any of its Subsidiaries pursuant to thisAgreement and which has not been timely paid to New Sally or Holdings, as thecase may be, shall be subject to an interest charge at the rate and in themanner provided in the Code for interest on underpayments of federal income Taxfor the relevant period.

2.             Withrespect to any Combined Tax other than federal income Tax, any amount relatingthereto which is required to be paid by the Company or any of its Subsidiariespursuant to this Agreement and which has not been timely paid to New Sally orHoldings, as the case may be, shall be subject to an interest charge at therate and in the manner provided under the applicable state or local statute forinterest on underpayments of such Tax for the relevant period.

ARTICLE V

MISCELLANEOUS PROVISIONS

1.             Anyinformation or documents furnished by one party to another pursuant to thisAgreement shall be treated as confidential and, except as, and to the extent,required during the course of an audit or litigation or otherwise required bylaw, shall not be disclosed to another Person without the consent, which shallnot be unreasonably withheld, of the first party.

2.             Allpayments to be made by any party under this Agreement shall, except to theextent otherwise specifically provided herein, be made without setoff,counterclaim or withholding, all of which are expressly waived.

3.             Nothingin this Agreement shall be construed to require a party hereto to pay anyliability or obligation arising under this Agreement more than once.

4.             Ifdue to any change in applicable law, regulations, or interpretation thereofafter the date of this Agreement, performance of any provision of thisAgreement or any transaction contemplated thereby shall become impracticable orimpossible, the parties hereto shall use their best efforts to find and employ analternative

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means to achieve the same or substantially the same result as thatcontemplated by such provision.

5.             ThisAgreement shall be binding upon and inure to the benefit of any successor toeach of the parties, by merger, acquisition of assets or otherwise, to the sameextent as if the successor had been an original party to this Agreement.

6.             ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York without giving effect to the rules or principles of conflictof laws thereof, to the extent the same are not mandatorily applicable bystatute and would permit or require the application of the laws of anotherjurisdiction.

7.             ThisAgreement may be executed simultaneously in one or more counterparts, each of whichwill be deemed an original, but all of which when taken together shallconstitute one and the same instrument.

8.             Theheadings in this Agreement are for convenience only and shall not be deemed forany purpose to constitute a part or to affect the interpretation of thisAgreement.

9.             ThisAgreement may be amended from time to time by agreement in writing executed byall the parties hereto or all of the parties then bound thereby.  This Agreement constitutes the entireagreement with respect to the subject matter hereof and supersedes all priorwritten and oral understandings with respect thereto.

10.           Anynotice, request or other communication required or permitted in this Agreementshall be in writing and shall be sufficiently given if personally delivered orif sent by registered or certified mail, postage prepaid, addressed as follows:

If to New Sally:

Sally Beauty Holdings, Inc.3001 Colorado Blvd.Denton, Texas 76210Fax:  (940) 297-4990Attention:  Vice President and GeneralCounsel  

If to Holdings:

Sally Investment HoldingsLLCc/o Sally Beauty Holdings, Inc.3001 Colorado Blvd.Denton, Texas 76210Fax:  (940) 297-4990Attention:  Vice President and GeneralCounsel

If to the Company:

Sally Holdings LLCc/o Sally Beauty Holdings, Inc.3001 Colorado Blvd.Denton, Texas 76210

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Fax:  (940) 297-4990

Attention:  Vice President and General Counsel

In each case, with a copy to (which shall not constitute notice):

Clayton, Dubilier &Rice, Inc.

375 Park Avenue

18th Floor

New York, New York 10152Fax:  (212) 407-5252

Attention:  Richard J. Schnall

Debevoise& Plimpton LLP919 Third AvenueNew York, New York  10022Fax:  (212) 909-6836Attention:  David H. Schnabel, Esq.

orto such other address as set forth in writing by either party to the other inaccordance with this section.

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IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to be duly executed by their authorized representatives.
|        | SALLY BEAUTY HOLDINGS, INC.   |            |
|--------|-------------------------------|-----------------|
|   |                          |            |
|   |                          |            |
|   | By:                           | /s/Raal H. Roos |   |
|   |                          | Name:           | Raal H. Roos |
|   |                          | Title:          | Vice President and Secretary |
|   |                          |            |
|   |                          |            |
|   | SALLY INVESTMENT HOLDINGS LLC |            |
|   |                          |            |
|   |                          |            |
|   | By:                           | /s/Raal H. Roos |   |
|   |                          | Name:           | Raal H. Roos |
|   |                          | Title:          | Vice President and Secretary |
|   |                          |            |   |
|   |                          |            |   |
|   | SALLY HOLDINGS LLC            |            |
|   |                          |            |
|   |                          |            |
|   | By:                           | /s/Raal H. Roos |   |
|   |                          | Name:           | Raal H. Roos |
|   |                          | Title:          | Vice President and Secretary |
|        |                               |                 |  |  |  |  |

 

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