EMPLOYMENT AGREEMENT

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     AGREEMENT, dated March 10, 2003, between CONSUMER PROGRAMS

INCORPORATED, a Missouri corporation (the "Corporation"), and

JEFFREY SEXTON (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive in

the capacity of Executive Vice President/Chief Information Officer,

and the Executive will be one of the key executives of the Corporation;



     WHEREAS, there is much competition for the type of business

performed by the Corporation in the locales in which the Corporation

operates, and the Corporation and Executive acknowledge that the

Corporation is active in the product markets in which it competes;



     WHEREAS, Executive, during his employment, will be entrusted with

confidential information; and



     WHEREAS, Executive and the Corporation recognize and acknowledge

that, to ensure the continued growth and stability of the Corporation,

it is necessary to obtain an agreement from Executive not to compete

with the Corporation and not to disclose confidential information of

the Corporation.



     NOW, THEREFORE, in consideration of the mutual promises contained

herein and other good and valuable consideration, the parties hereto

hereby agree as follows:



     1.   DEFINITIONS.  For purposes of this Agreement:



          (a) "Affiliated Companies" shall mean any corporation (or

other business entity) controlling, controlled by or under common

control with the Corporation.



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          (b) "Beneficiary" shall mean the person designated in writing

by the Executive as his beneficiary under this Agreement, or in the

absence of such designation, his estate.



          (c) "Cause" shall mean:



              (1) prior to a Change of Control, (i) conduct or activity

of the Executive materially detrimental to the Corporation's reputation

or business (including financial) operations; (ii) gross or habitual

neglect or breach of duty or misconduct of the Executive in discharging

the duties of his position; or (iii) prolonged absence by the Executive

from his duties (other than on account of illness or disability) without

the consent of the Corporation.



              (2) after a Change of Control, (i) an act or acts of

dishonesty on the Executive's part which are intended to result in

his substantial personal enrichment at the expense of the Corporation;

(ii) any material violation by the Executive of his obligations and

covenants pursuant to this Agreement which is demonstrably willful and

deliberate on the Executive's part and which results in material injury

to the Corporation; or (iii) the conviction of Executive of a felony or

of a crime involving moral turpitude.



          (d) A "Change of Control" shall mean a change in control of

a nature that would be required to be reported in response to Item 1(a)

of the Current Report on Form 8-K, as in effect on the date hereof,

pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,

as amended ("Exchange Act") or would have been required to be so reported

but for the fact that such event had been "previously reported" as that

term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act

unless the transactions that give rise to the change in control are

approved or ratified by a majority of the members of the Incumbent

Board of CPI Corp. who are not employees of the Corporation; provided

that, without limitation,



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notwithstanding anything herein to the contrary, such a change in

control shall be deemed to have occurred if (a) any Person is or

becomes the beneficial owner (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of securities of CPI Corp.

representing 40% or more of the combined voting power of CPI Corp.'s

then outstanding securities ordinarily (apart from rights accruing

under special circumstances) having the right to vote at elections

of  directors ("Voting Securities"), (b) individuals who constitute

the Board of CPI Corp. on the date hereof (the "Incumbent Board")

cease for any reason to constitute at least a majority thereof,

provided that any person becoming a director subsequent to the date

hereof whose election, or nomination for election by CPI Corp.'s

shareholders, was approved by a vote of at least three-quarters of

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