(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT  10.56 - FOURTH AMENDMENT TO LICENSE AGREEMENT (OFF MALL)

FOURTH AMENDMENT TO LICENSE AGREEMENT

Finite #195-020
Vendor #000-404-285

     THIS FOURTH AMENDMENT TO LICENSE AGREEMENT ("Fourth
Amendment") is made as of ____________________, 2002 by and
between SEARS ROEBUCK AND CO., a New York corporation ("Sears"),
and CONSUMER PROGRAMS INCORPORATED, a Missouri corporation
("Licensee").

     REFERENCE is made to the License Agreement (Off Mall) made
and entered into as of January 1, 1999 as previously amended
(the "License Agreement") by and between Sears and Licensee for
the sale of products and services (the "Licensed Business") at
Off Premises locations.

     WHEREAS, the parties agree to amend Section 8.2, Section 9.1
and Section 9.2 of the License Agreement, and

     WHEREAS, the parties desire to amend Exhibit C to the
License Agreement to revise the schedule of commissions payable
at Off Premise locations;

     NOW, THEREFORE, Sears and Licensee agree as follows:

     1. SECTION 8.2 of the License Agreement is hereby deleted
in its entirety and replaced with the following:

        Sears shall, at Licensee's request, provide access to
        Sears' point of sale system (the "Sears System") for
        Licensee's use in the Designated Locations.  With such
        access, Licensee shall have functionality comparable to
        that available to Licensee in its On Premises Sears
        Portrait Studios and shall have the ability to process
        a Sears Card (as defined in subsection 9.2) and any
        other credit cards Sears may accept from time to time.
        Licensee shall immediately surrender access to the Sears
        System to Sears upon demand from Sears.

     2. SECTION 9.1 of the License Agreement is hereby deleted
in its entirety and replaced with the following:

        Licensee shall make certain that all checks received from
        sales made through the Designated Locations are processed
        and approved through the Sears System in accordance with
        the Sears policies in effect from time to time.  Sears
        shall guarantee the acceptance of all checks that are
        processed and approved through the Sears System.
        Licensee shall reimburse Sears for the face value of
        any check accepted by Licensee which is not processed
        and approved through the Sears System and is not paid
        upon presentment ("Dishonored Check").  Dishonored
        Checks shall not be returned to

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        Licensee and Licensee shall not be permitted to collect
        or initiate collections on such Dishonored Checks or
        to recover any merchandise purchased with a Dishonored
        Check.  Sears is entitled to any Sears commission which
        may be lost as a result of Licensee's failure to properly
        process and receive approval for checks.  A check on
        which a Licensed Business Customer stops payment due to
        a customer satisfaction issue shall not be deemed a
        Dishonored Check for purposes of this Section 9.1,
        and Licensee shall reimburse Sears for the face amount
        of such checks, but Licensee shall resolve the customer
        satisfaction issues in accordance with Section 5.3 above,
        and Licensee may collect any amounts due from customer
        through any method of payment otherwise authorized under
        this Agreement.

     3. SECTION 9.2 of the License Agreement is hereby deleted
in its entirety and replaced by the following:

        Subject to the terms and conditions outlined in Schedule
        9.2 (the "Credit Card Conditions") Licensee shall accept
        the SearsCard(R), Sears Premiere Card(R), Sears Charge
        Plus (SM), and, unless covered by a separate merchant
        agreement, the Sears MasterCard(R), the Preferred
        MasterCard(R) by Sears and The Great Indoors(R) Gold
        MasterCard(R) (each a "Sears Card") issued by Sears
        National Bank for payment for goods and services sold by
        Licensee under this Agreement.  Licensee shall also
        accept such other credit cards as Sears may designate
        from time to time ("Third Party Credit Cards") subject
        to the terms and conditions outlined in Schedule 9.2
        unless covered by a separate merchant agreement.   The
        Sears Card and the Third Party Credit Cards are referred
        to collectively herein as the "Credit Cards".  Licensee
        shall accept the Credit Cards at all Licensed Business
        locations in the United States for the purchase of
        Authorized Services, provided that the Credit Card
        transactions resulting from the acceptance of each
        Credit Card shall be in United States dollars.  All
        Credit Card transactions shall be submitted to Sears for
        settlement with the issuing bank ("Issuer").  Each Issuer
        shall process such transactions as if Sears had engaged
        in such transactions itself.  Subject to all of the terms
        and conditions of this Agreement, Sears shall pay
        Licensee all sums due Licensee on each sale of Authorized
        Services to a Cardholder that is charged to a Credit Card
        account ("Credit Card Sale").  Payment or settlement by
        the Issuer with Sears for each Credit Card Sale shall be
        deemed to be settlement by the Issuer with Licensee, and
        the Issuer shall have no further obligation to Licensee,
        whose sole recourse shall be to Sears.  All losses
        sustained by Sears as a result of a non-payment on a
        Credit Card account shall be borne by Sears, provided
        Licensee is not responsible for the non-payment and has
        complied with the Credit Card Conditions.  Except for the
        non-payment of a Credit Card account, Sears shall have no
        liability whatsoever to Licensee for Sears' failure to
        properly accept or reject a customer's charge.

        Licensee may not distribute or solicit any customer
        applications or referral for any Third Party Credit Cards
        in or through the Licensed Business.  Other than Credit
        Cards, Licensee shall not accept payment from customers
        under any other credit or financing plan without the
        prior consent of the Licensing Manager.

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     4. EXHIBIT C to the License Agreement shall be deleted in its
entirety and replaced by the following:

                       SEARS COMMISSION

     1. For all Designated Locations operated by Licensee as of
     October 15, 2002, Licensee shall pay to Sears a commission
     ("Sears Commission") which shall be a sum equal to seven
     and one half percent (7 1/2 %) on Net Sales made through
     December 31, 2004 and five percent (5%) on Net Sales made
     from January 1, 2005 until the earlier of (i) expiration
     of the Term or (ii) termination of the License Agreement.

     2. For each Designated Location opened by Licensee after
     October 15, 2002, Licensee shall pay a Sears Commission
     which shall be a sum equal to one percent (1%) of Net Sales
     made in the first year of operations of such Designated
     Locations, three and one half percent (3 1/2%) of Net Sales
     made in the second year of operations and five percent (5%)
     in the third and all subsequent years of operation until
     the earlier of (i) expiration of the Term or (ii)
     termination of the License Agreement.

     3. Notwithstanding the provisions of paragraphs 1 and 2 of
     this Exhibit C, for any period of time during the Term of
     this Agreement in which Licensee operates less than 40
     Designated Locations, the Sears Commission shall be seven
     and one-half percent (7 1/2%) of Net Sales on all Designated
     Locations operating under this License Agreement.

     5.  Except as expressly modified by this Fourth Amendment,
all other provisions of the License Agreement shall remain in
full force and effect. To the extent that the terms of this
Fourth Amendment are inconsistent with any of the terms of the
License Agreement, the terms of this Fourth Amendment shall
supercede and govern.

     IN WITNESS WHEREOF, Sears and Licensee have signed this
Fourth Amendment as of the date set forth above by their duly
authorized officers and agents.

                              SEARS, ROEBUCK AND CO.

                              By: /s/ John Pigott
                                  -----------------------------
                                      John Pigott
                              Its: Vice President of Sears,
                                    Roebuck and Co.
                                   ----------------------------

                              CONSUMER PROGRAMS INCORPORATED

                              By: /s/ Jack Krings
                                  ----------------------------
                                      Jack Krings
                              Its: Vice President,
                                    Consumer Programs, Inc.
























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