EMPLOYMENT AGREEMENT



     AGREEMENT, dated April 8, 2002, between CONSUMER PROGRAMS

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

GARY W. DOUGLASS (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive

in the capacity of  Executive Vice President, Finance/Chief

Financial 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;

14:



     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



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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 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



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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

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