(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)





                        EMPLOYMENT AGREEMENT

                        --------------------



     AGREEMENT, dated February 28, 2001, between CONSUMER

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

and DAVID PIERSON (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive in

the capacity of Chairman of the Board and Chief Executive

Officer;



     WHEREAS, 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 and the Corporation is active in the

product and service markets in which it competes;



     WHEREAS, Executive, during his or 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 his or

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.























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     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 his or her beneficiary under this

Agreement, or in the absence of such designation, his or her

estate.



          (c) "Benefit Plans" shall mean all benefit plans of the

Corporation and its Affiliated Companies (other than Savings

Plans), including, without limitation, medical, dental,

disability, group life, accidental death and travel accident

insurance plans and programs and all other benefits available to

employees of the Corporation and its Affiliated Companies.

Except as otherwise provided in applicable benefit plan

documents, all benefits available to Executive shall begin on

the date commencement of the Term of Employment.



          (d) "Cause" shall mean:



              (i)   prior to a Change of Control:



                    (A) Conduct or activity of the Executive

materially detrimental to the Corporation's reputation or

business operations;

                    (B) Gross or habitual neglect or breach of

duty or misconduct of the Executive in discharging the duties of

his or her position; or

























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                    (C) Prolonged absence by the Executive from

his or her duties (other than on account of illness or

disability) without the consent of the Corporation.



              (ii)  after a Change of Control:



                    (A) An act or acts of dishonesty on the

Executive's part which  are intended to result in his or her

substantial personal enrichment at the expense of the

Corporation;

                    (B) Any material violation by the Executive

of his or 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



                    (C) The conviction of Executive of a felony or

of a crime involving moral turpitude.



          (e) "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, (i) 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

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