EMPLOYMENT AGREEMENT



     AGREEMENT, dated November 15, 2002, between CONSUMER PROGRAMS

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

THOMAS GALLAHUE (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive in the

capacity of Executive Vice President of Studio Development and

Operations, Portrait Studio Division, 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:



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          (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 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 A

ct 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



                                   2



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) 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

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