ULTA SALON, COSMETICS & FRAGRANCE, INC. AMENDMENT TO THE SECOND AMENDED AND RESTATED RECLASSIFICATION AND SALE OF SHARES AGREEMENT

EXHIBIT 4.3(a)

ULTA SALON, COSMETICS & FRAGRANCE, INC.
AMENDMENT TO THE
SECOND AMENDED AND RESTATED
RECLASSIFICATION AND SALE OF SHARES AGREEMENT

          This is an amendment, dated as of May 25, 2001 (the “Amendment”), to the Second Amended and Restated Reclassification and Sale of Shares Agreement, dated as of December 18, 2000 (the “Reclassification Agreement”), among Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and the Shareholders of the Company party thereto. Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Reclassification Agreement.

RECITALS

          WHEREAS, the Shareholders of the Company have previously entered into the Reclassification Agreement and consummated the Initial Closing on December 18, 2000;

          WHEREAS, the parties to the Reclassification Agreement have agreed to consummate the Subsequent Closing prior to June 1, 2000;

          WHEREAS, in connection with the Subsequent Closing, the parties hereto have agreed to amend the Reclassification Agreement to include additional Subsequent Purchasers to Schedule B (Schedule of Subsequent Purchasers) of the Reclassification Agreement;

          WHEREAS, the parties intend to extend the outside date for the Subsequent Closing to July 15, 2001 (with such closing to occur on or about July 9, 2001) but also intend to consummate the Subsequent Closing on May 30, 2001 if this Amendment should not be approved for any reason;

          WHEREAS, the undersigned Shareholders represent at least a majority in voting power of the outstanding shares of Series I Preferred Stock, Series II Preferred Stock, Series IV Preferred Stock, Series V Preferred Stock and Series V-1 Preferred Stock voting together as a single class.

          NOW THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in the Reclassification Agreement and this Amendment, the parties hereto agree as follows:

          1. Amendment.

               a. The first sentence of Section 4.C — “Subsequent Closings” of the Reclassification Agreement is hereby modified and amended to read in its entirety as follows:

          “Subsequent sales of Series V Preferred Stock and Series V-1 Preferred Stock may occur on or around February 2, 2001 or at the sole discretion of the Company at a later date which shall be no later than July 15, 2001 (the “Subsequent Closing,” and together with the Initial Closing, the “Closing”).”

               b. After the second sentence of Section 4.C – “Subsequent Closings” of the Reclassification Agreement the following sentence is inserted:

          “Notwithstanding the restrictions of Section 11G of this Agreement, the Company, with approval of its Board of Directors, may amend Schedule B hereof, to add additional Subsequent Purchasers who may purchase up to 1,189,024 shares of Series V Preferred Stock and 318,620 shares of Series V-1 Preferred Stock and to increase the respective totals on Schedule B accordingly, provided,

          however, the Company may not otherwise amend, change or alter Schedule B hereof in any other manner.”

               c. Schedule B – “Schedule of Subsequent Purchasers” to the Reclassification Agreement is hereby modified and amended to read in its entirety as follows:

Purchaser		Series V-1 Preferred Stock				Purchase Price
Doublemousse B.V.			920,000			$	1,380,000.00

Purchaser		Series V Preferred Stock				Purchase Price
Oak Investment Partners VII, Limited Partnership			1,495,766			$	2,243,649.00
Oak VII Affiliates Fund, Limited Partnership			37,566				56,349.00
GRP II, L.P.			2,208,000				3,312,000.00
GRP II Partners, L.P.			245,333				367,999.50
Annapolis Ventures LLC			1,073,333				1,609,999.50
Rick Weber/Weber 1997 Dynasty Trust			17,360				26,040.00
Juanita Francis			775				1,162.50
The Samuel J. and Sandra S. Parker Family Trust			18,135				27,202.50
Glynn Bloomquist			1,860				2,790.00
U-3 Partnership			2,325				3,487.50
1991 Brotman Children’s Trust			66,666.67				100,000.00
Jeffrey Brotman			66,666.67				100,000.00
Greenhouse Capital Partner’s			3,410				5,115.00
Vince DeGiaimo			310				465.00
C. Donald Dorsey and Lydia Dorsey Revocable Living Trust dtd August 5, 1993			775				1,162.50
Total – Series V			5,238,281.34				7,857,422.00
Total – Series V-1			920,000				1,380,000
TOTAL			6,158,281.34			$	9,237,422.00

          2. Scope of Amendment. Except as expressly amended hereby, the Reclassification Agreement remains in full force and effect in accordance with its terms and this Amendment to the Reclassification Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Reclassification Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

          3. Governing Law. The Reclassification Agreement, as amended by this Amendment, exists under and pursuant to the Delaware General Corporation Law and this Amendment to the Reclassification Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

          4. Counterparts. This Amendment to the Reclassification Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Reclassification Agreement to be duly executed as of the day and year first above written.

		ULTA SALON, COSMETICS & FRAGRANCE, INC.
				By:
				Its:
		PREFERRED STOCKHOLDERS:
		PHILLIPS-SMITH SPECIALTY RETAIL GROUP I, L.P.
		By:		Phillips-Smith Management Company, L.P., its Managing General Partner
				By:
				Its:		General Partner
		PHILLIPS-SMITH SPECIALTY RETAIL GROUP II, L.P.
		By:		Phillips-Smith Management Company, L.P., its Managing General Partner
				By:
				Its:		General Partner
		BANKAMERICA CAPITAL CORPORATION
		By:
		Its:
		BANKAMERICA VENTURES F/K/A FIRST SMALL BUSINESS INVESTMENT COMPANY OF CALIFORNIA
		By:
		Its:

		WILLIAM BLAIR CAPITAL PARTNERS III, L.P.
		By:		William Blair Venture Management Company, L.P., its General Partner
				By:
						Ellen Carnahan, General Partner
		SPROUT CAPITAL VI, L.P.
		By:		DLJ Capital Corporation, its Managing General Partner
		By:
		Its:
		DLJ VENTURE CAPITAL FUND II, L.P.
		By:		DLJ Fund Associates II, its General Partner
				By:
				Its:
		KCB BV, L.P.
		By:		KCB BV, Inc., its General Partner
				By:
						Harvey Knell, President
				Its:		General Partner
		ABELSON FAMILY PARTNERSHIP:
		By:
				Hirschel B. Abelson
		Its:

		THE JEWISH COMMUNAL FUND
		By:
		Its:
		Richard E. George
		Terry J. Hanson
		Jeffrey H. Brotman
		THE 1991 BROTMAN CHILDREN’S TRUST
		By:
				John Meisenbach, Trustee
		John Meisenbach
		Thomas Kully
		DRAKE & CO FOR CITIVENTURE III
		By:
		Its:
		BOOTH & CO. (MUNICIPAL EMPLOYEES ANNUITY & BENEFIT FUND OF CHICAGO)
		By:
		Its:

		BOOTH & CO. (Policeman’s Fund)
		By:
		Its:
		CHANCELLOR VENTURE CAPITAL I L.P. (F/K/A MAC & CO.)
		By:		Chancellor LGT Venture Partners, L.P., its general partner
		By:		Chancellor Venture LGT Partners, Inc., its general partner
				By:
				Its:
		FOCUS & CO. FOR BAXTER INTERNATIONALCORP.
		By:
		Its:
		DLJ CAPITAL CORPORATION
		By:
		Its:
		DLJ FIRST ESC L.L.C.
		By:
		Its:
		FOURCAR BV
		By:
		Its:

		MARCH FOUNDATION
		By:
		Its:
		LACOMBLE RETAILING SA
		By:
		Its:
		Marie-Pierre Fournier
		Jacques Fournier
		Daniel Bernard
		APPOTAMOX FOUNDATION
		By:
		Its:
		BAMSE NV
		By:
		Its:
		KME VENTURE II
		By:		SAFAT Ltd., its Investment Manager
				By:
				Its:

		KME VENTURE III, L.P.
		By:		SAFAT, Ltd., it General Partners
				By:
				Its:
		Howard Schultz
		Orin C. Smith
		Steven Ritt
		CALCOM PENSION PLAN
		By:
		Its:

		SMITH BARNEY IRA FBO HENRY J. NASELLA
		By:
		Its:
		Henry J. Nasella
		LEBOW FAMILY PARTNERSHIP
		By:
				Steven Lebow, its General Partner
		Steven Lebow, JT Tenant with Susan Lebow
		Susan Lebow, JT Tenant with Steven Lebow
		THE MICHAEL HARVEY LEBOW IRREVOCABLE TRUST
		By:
				Steven E. Lebow, Trustee
		By:
				Susan Morse Lebow, Trustee

		THE MATTHEW ALLAN LEBOW IRREVOCABLE TRUST
		By:
				Steven E. Lebow, Trustee
		By:
				Susan Morse Lebow, Trustee
		Susan C. Schnabel
		James Sington
		Steven Dietz
		Vince DeGiaimo
		Douglas Hayes, JT Ten with Connie Hayes
		Connie Hayes, JT Ten with Douglas Hayes
		MOELIS FAMILY TRUST
		By:
				Kenneth D. Moelis, Trustee
		By:
				Julie Moelis, Trustee
		Peter Nolan

		WOO FAMILY TRUST DTD NOVEMBER 30, 1998
		By:
				Warren C. Woo, Trustee
		By:
				Carolyn M. Suda, Trustee
		John Danhakl
		Richard Galanti
		SEP FOR THE BENEFIT OF YVES SISTERON
		By:		Donald Lufkin Jenrette Securities Corporation as Custodian
				By:
				Its:
		Yves Sisteron
		Peter Dyvig
		Glynn Bloomquist
		PICTET & CIE
		By:
		Its:

		FEIGIN TRADING CO.
		By:
		Its:
		U-3 PARTNERSHIP
		By:
				Samuel N. Stroum, its General Partner
		JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
		By:
		Its:
		BCI GROWTH III, L.P.
		By:		Teaneck Associates, L.P., Its General Partner
				By:
				Its:		General Partner
		James R. Miller
		Virginia B. Jontes
		DOUBLEMOUSSE B.V.
		By:
		Its:

		ARABELLA, S.A.
		By:
		Its:
		OAK INVESTMENT PARTNERS VII
		By:
				Gerald R. Gallagher, General Partner
				Managing Member of Oak Associates VII,
				LLC, The General Partner of Oak
				Investment Partners VII, Limited
				Partnership
		OAK VII AFFILIATES, LLC
		By:
				Gerald R. Gallagher, General Partner
				Managing Member of Oak VII Affiliates,
				LLC, The General Partner of Oak VII
				Affiliates Fund Limited Partnership
		SHENNAN FAMILY PARTNERSHIP
		By:
		Its:
		C. DONALD DORSEY AND LYDIA DORSEY REVOCABLE LIVING TRUST DTD AUGUST 5, 1993
		By:
		Its:

		STRATEGIC GLOBAL PARTNERS, LLC
		By:
		Its:
		INTERNET TECHNOLOGY VENTURES, LLC
		By:
		Its:
		Robert Markey
		Juanita F. Francis
		GREENHOUSE CAPITAL PARTNERS
		By:
		Its:
		GLOBAL RETAIL PARTNERS, L.P.
		By:		GLOBAL RETAIL PARTNERS, INC. General Partner
				By:
				Its:
		DLJ DIVERSIFIED PARTNERS, L.P.
		By:		DLJ DIVERSIFIED PARTNERS, INC. General Partner
				By:
				Its:

		DLJ DIVERSIFIED PARTNERS-A, L.P.
		By:		DLJ DIVERSIFIED PARTNERS, INC. General Partner
				By:
				Its:
		GRP PARTNERS, L.P.
		By:		GLOBAL RETAIL PARTNERS, INC. General Partner
				By:
				Its:
		GLOBAL RETAIL PARTNERS FUNDING, INC.
		By:
		Its:
		DLJ ESC II L.P.
		By:		DLJ LBO PLANS MANAGEMENT CORPORATION General Partner
				By:
				Its:
		THE SAMUEL J. AND SANDRA S. PARKER FAMILY TRUST DTD SEPTEMBER 10, 1982
		By:
		Its:		Trustee
		WEBER 1997 DYNASTY TRUST
		By:
				Patricia L. Fennema, Trustee

		DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
		By:
		Its:
		Martha Richner
		SG COWEN
		By:
		Its:
		FIDAS BUSINESS S.A.
		By:
		Its:
		Erich L. Spangenberg
		Steven E. Lebow, Individually
		CAROL F. THOR REVOCABLE TRUST U/A/D 6/8/90
		By:
				Carol F. Thor, Trustee

		Karen Ferguson
		JOHN R. KROMER AS TRUSTEE UNDER THE JOHN R. KROMER DECLARATION OF TRUST DTD JUNE 11, 1991, AND SUCCESSOR TRUSTEES
		By:
				John R. Kromer, Trustee
		John Kromer
		Greg Smolarek
		Bob VonderHaar
		ANNAPOLIS VENTURES LLC
		By:		Annapolis Operations LLC, its Managing Member
				By:
						Doulgas O. Hickman, Manager/Member
		LATHAM & WATKINS
		By:
		Its:
		Donald L. Schwartz

		GRP II, L.P.,
		By:		GRPVC, L.P., its General Partner
		By:		GRP Management Services Corp., its General Partner
		By:
		Its:
		GRP II PARTNERS, L.P.
		By:		GRPVC, L.P., its General Partner
		By:		GRP Management Services Corp., its General Partner
		By:
		Its:
		GRP II INVESTORS, L.P., a Delaware limited partnership
		By:		Merchant Capital, Inc., its general partner
		By:
		Its:
		Denis Defforey