EMPLOYMENT AGREEMENT



     AGREEMENT, dated October 21, 2002 between CONSUMER PROGRAMS

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

PEGGY J. DEAL (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive in

the capacity of Executive Vice President of Field Operations, Portrait

Studio Division and the Executive will serve as 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 her employment, will be entrusted

with confidential information;



     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; and



     WHEREAS, the Corporation desires that the Executive commence

and continue employment with the Corporation as a result of her

potential for making future contributions to the Corporation, and

the Executive is willing to make a commitment to commence and

continue such employment upon the terms and subject to the

conditions of this Agreement.









































     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.



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

the Executive as her beneficiary under this Agreement, or

in the absence of such designation, her 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 her position; or (iii) prolonged absence

by the Executive from her 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 her

substantial personal enrichment at the expense of the Corporation;

(ii) any material violation by the Executive of her 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



                                   2





(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, 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) individual

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 the directors comprising

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