EXHIBIT 10.37






                      STOCK PURCHASE AGREEMENT






                           By and Between

                     Ridgedale Prints Plus, Inc.

                                And

                          TRU Retail, Inc.



























                                     Dated as of April 24, 2001






               (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

<TABLE>
                          TABLE OF CONTENTS

<S>                                                   <C>
RECITALS ...........................................   1

AGREEMENT ..........................................   1

1.      DEFINITIONS ................................   1

2.      SALE AND TRANSFER OF SHARES; CLOSING .......   5
   2.1    Shares ...................................   5
   2.2    Purchase Price ...........................   5
   2.3    Closing ..................................   6
   2.4    Closing Obligations ......................   6
   2.5    Purchase Price Adjustment, Closing
           Estimate ................................   7
   2.6    Closing Balance Sheet; Purchase Price
           Adjustment ..............................   8

3.      REPRESENTATIONS AND WARRANTIES OF SELLER ...   8
   3.1    Organization of the Acquired Company
           Qualification ...........................   8
   3.2    Authority; No Violation or Consent .......   9
   3.3    Capitalization; Ownership of Common Stock.   9
   3.4    Financial Statements .....................  10
   3.5    ERISA; Benefit Plans .....................  10
   3.6    Disclosure ...............................  11

4.      REPRESENTATIONS AND WARRANTIES OF BUYER ....  12
   4.1    Organization and Good Standing ...........  12
   4.2    Authority; Execution and Delivery and
           Enforceability ..........................  12
   4.3    No Conflicts; Consent ....................  12
   4.4    Investment Intent ........................  12
   4.5    Certain Proceedings ......................  12
   4.6    Brokers or Finders .......................  12
   4.7    Disclosure ...............................  13

5.      COVENANTS OF SELLER ........................  13
   5.1    Access and Investigation .................  13
   5.2    Operation of the Business of the Acquired
           Company .................................  13
   5.3    No Dividends, Interest or Extraordinary
           Charges .................................  13
   5.4    Required Approvals .......................  13
   5.5    Notification .............................  14
   5.6    Best Efforts .............................  14
   5.7    Section 338(h)(10) Election and Allocation
           of Purchase Price .......................  14
</TABLE>

               (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
<TABLE>
                          TABLE OF CONTENTS (continued)
<S>                                                   <C>
   5.8    Taxes ....................................  14
   5.9    Non-Competition ..........................  16
   5.10   Landlord Consents ........................  17
   5.11   Representation to Buyer's Lenders ........  17
   5.12   Transfer of Assets to Acquired Company ...  17
   5.13   Intercompany Accounts ....................  17
   5.14   Post-Closing Payments ....................  17

6.      COVENANTS OF BUYER .........................  17
   6.1    Approvals of Governmental Entities .......  17

                              i

   6.2    Commitment Letter ........................  17
   6.3    Best Efforts  ............................  18
   6.4    Landlord Consents ........................  18
   6.5    Accountants ..............................  18

7.      CONDITIONS PRECEDENT TO BUYER'S OBLIGATION
         TO CLOSE ..................................  18
   7.1    Accuracy of Representations ..............  18
   7.2    Seller's Performance .....................  18
   7.3    Consents .................................  18
   7.4    Additional Documents .....................  18
   7.5    No Injunction ............................  19
   7.6    Financing ................................  19
   7.7    Preferred Stock Designation ..............  19

8.      CONDITIONS PRECEDENT TO SELLER'S OBLIGATION
         TO CLOSE ..................................  19
   8.1    Accuracy of Representations ..............  19
   8.2    Buyer's Performance ......................  19
   8.3    Consents .................................  19
   8.4    Additional Documents .....................  19
   8.5    No Injunction ............................  19
   8.6    CPI Corp. Board Approval .................  20
   8.7    Preferred Stock Designation ..............  20
   8.8    Lender ...................................  20

9.      TERMINATION ................................  20
   9.1    Termination Events .......................  20
   9.2    Effect of Termination ....................  20
   9.3    Termination Fees .........................  21

10.     INDEMNIFICATION REMEDIES .................... 21
   10.1   Survival; Right to Indemnification Not
           Affected by Knowledge .................... 21
   10.2   Indemnification and Payment of Damages by
           Seller ................................... 21
</TABLE>


               (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
<TABLE>
                          TABLE OF CONTENTS (continued)
<S>                                                   <C>
   10.3   Indemnification and Payment of Damages by
           Buyer ...................................  22
   10.4   Time Limitations .........................  22
   10.5   Employee Matters .........................  22
   10.6   Procedure for Indemnification -
           Third-Party Claims ......................  24
   10.7   Procedure for Indemnification - Other
           Claims ..................................  25

11.  GENERAL PROVISIONS ............................  25
   11.1   Expenses .................................  25
   11.2   Public Announcements .....................  25
   11.3   Confidentiality ..........................  25
   11.4   CPI Corp. Guaranty .......................  26
   11.5   Notices ..................................  26
   11.6   Jurisdiction; Service of Process .........  26
   11.7   Further Assurances .......................  27
   11.8   Waiver ...................................  27
   11.9   Entire Agreement and Modification ........  27
   11.10  Assignment ...............................  27
   11.11  Severability .............................  27
   11.12  Section Headings; Construction ...........  27
   11.13  Time of Essence ..........................  28
   11.14  Governing Law ............................  28
   11.15  Counterparts .............................  28

</TABLE>
                              ii

                          SCHEDULES

Schedule 2.4(a)(iii) - Form of Employment Agreement
Schedule 2.4(a)(iv)  - Settlement and Satisfaction Agreement
Schedule 3.1  - Good Standing
Schedule 3.4  - Unaudited Balance Sheets
Schedule 3.5  - Employee Benefit Plans
Schedule 10.2 - Prints Plus, Inc. Litigation

                         EXHIBITS

Exhibit A - Limited Guaranty and Pledge Agreement
Exhibit B - Certificate of Designations of Preferred Stock of Buyer





                              iii



                   STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of
April 24, 2001, by Ridgedale Prints Plus, Inc., a Minnesota
corporation ("Seller"), and TRU Retail, Inc., a California
corporation ("Buyer"), and, solely to the extent specified herein,
CPI Corp., a Delaware corporation ("CPI").

                          RECITALS

     Seller is the owner of 100% of the issued and outstanding
shares of Prints Plus, Inc., a California corporation.  Prints
Plus, Inc. is sometimes referred to in this Agreement as the
"Acquired Company."  CPI is the owner of 100% of the issued and
outstanding shares of CPI Prints Plus, Inc., which is the owner of
100% of the issued and outstanding shares of the Seller.

     The Seller desires to sell, and the Buyer desires to purchase,
all of the issued and outstanding stock of Prints Plus, Inc. (the
"Shares") for the consideration and on the terms set forth in this
Agreement.

     The Seller and the Buyer have agreed, upon the terms and
subject to the conditions of this Agreement, to make a joint
election under Section 338(h)(10) of the Code (the "Section
338(h)(10) Election") to treat the transaction for federal income
tax purposes and state income tax purposes, if any applicable state
recognizes such an election as applicable to the Acquired
Company, as a purchase of the assets of the Acquired Company .

                          AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.   DEFINITIONS.

For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1:

"Acquired Company" -- as defined in the Recitals of this Agreement.

"Allocation Schedule" -- as defined in Section 5.7.

"Applicable Law" -- any statute, law, ordinance, rule or regulation
applicable to CPI, the Seller, the Buyer or the Acquired Company.

"Best Efforts" -- the efforts that a prudent Person desirous of
achieving a result would reasonably use in similar circumstances to
ensure that such result is achieved as expeditiously as possible;
provided, however, that an obligation to use Best Efforts under
this Agreement does not require the Person subject to that
obligation to take actions that would result in a materially
adverse change in the benefits to such Person of this Agreement and
the Contemplated Transactions.

"Breach" -- a "Breach" of a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument
delivered pursuant to this Agreement will be deemed to have
occurred if there is or has been (a) any inaccuracy in or breach
of, or any failure to perform or comply with, such representation,
warranty, covenant, obligation, or other provision, or (b) any
claim (by any Person) or other occurrence or circumstance that is
or was inconsistent with such representation, warranty, covenant,
obligation, or other provision, and the term "Breach" means
any such inaccuracy, breach, failure, claim, occurrence, or
circumstance.

"Buyer" -- as defined in the first paragraph of this Agreement.

"Buyer Retirement Plan" -- as defined in Section 10.5(d).

"Closing" -- as defined in Section 2.3.

"Closing Balance Sheet" -- as defined in Section 2.6.

"Closing Estimate" -- as defined in Section 2.6.

"Closing Date" -- the date and time as of which the Closing
actually takes place.

"Code" -- the Internal Revenue Code of 1986, as amended.

"Consent" -- as defined in Section 3.2.

"Contemplated Transactions" -- all of the transactions contemplated
by this Agreement, including:

           (a)   the sale of the Shares by Seller to Buyer;

           (b)   the performance by Buyer and Seller of their
respective covenants and obligations under this Agreement; and

           (c)   Buyer's acquisition and ownership of the Shares.
"Contract" -- any loan or credit agreement, note, bond, mortgage,
indenture, lease, sublease, purchase order or other agreement,
commitment or license.

"CPI"--as defined in the first paragraph of this Agreement.

"Damages" -- as defined in Section 10.2.

"ERISA" -- the Employee Retirement Income Security Act of 1974.

"ERISA Affiliates" -- as defined in Section 3.5(a).

                              2

"Governmental Entity" -- means any federal, state, local or foreign
government or any court of competent jurisdiction, administrative
agency or commission or other governmental authority or
instrumentality, domestic or foreign.

"Indemnified Person" -- as defined in Section 10.2.

"IRS" -- the United States Internal Revenue Service or any
successor agency.

"Knowledge" -- an individual will be deemed to have "Knowledge" of
a particular fact or other matter if such individual is actually
aware of such fact or other matter.  A Person (other than an
individual) will be deemed to have "Knowledge" of a particular fact
or other matter if any individual who is serving as a director or
officer of such Person has Knowledge of such fact or other matter.

"Lien" -- any pledge, lien (including, without limitation, any tax
lien), charge, claim, community property interest, condition,
equitable interest, encumbrance, security interest, mortgage,
option, restriction on transfer (including, without limitation, any
buy-sell agreement or right of first refusal or offer), forfeiture,
penalty, equity or other right of another Person of every nature
and description whatsoever.

"Limited Guaranty and Pledge Agreement" -- means the  Limited
Guaranty and Pledge Agreement executed by Upland  pledging Buyer's
stock as sole security for Buyer's performance of the Buyer's
obligation to redeem Preferred Stock  (with such guaranty limited
to the stock pledged and permitting no further recourse against
Upland), in the form attached as Exhibit A.

"Material Adverse Effect" -- a material adverse effect on the
business, financial condition or results of operation of the
Acquired Company.

"Order" -- any award, decision, injunction, judgment, order,
ruling, subpoena, or verdict entered, issued, made, or rendered by
any court, administrative agency, or other Governmental Entity or
by any arbitrator.

"Ordinary Course of Business" -- an action taken by a Person will
be deemed to have been taken in the "Ordinary Course of Business"
only if:

           (a)   such action is consistent with the past practices
of such Person and is taken in the ordinary course of the normal
day-to-day operations of such Person;

           (b)   such action is not required to be authorized by
the board of directors of such Person (or by any Person or group of
Persons exercising similar authority) and is not required to be
specifically authorized by the parent company (if any) of such
Person; and

           (c)   such action is similar in nature and magnitude to
actions customarily taken, without any authorization by the board
of directors (or by any Person or group of Persons exercising
similar authority), in the ordinary course of the normal day-to-day
consolidated operations of other Persons that are in the same line
of business as such Person.

                              3

"Permitted Liens" -- (i) those Liens securing any liabilities on
the Acquired Company's balance sheet at the time of Closing
incurred in the Ordinary Course of Business, (ii) mechanics',
carriers', workmens', repairmens' or other like Liens arising or
incurred in the Ordinary Course of Business, Liens arising under
original purchase price conditional sales contracts and equipment
leases with third parties entered into in the Ordinary Course of
Business and liens for Taxes that are not due and payable or that
may thereafter be paid without penalty or that are being contested
in good faith by appropriate proceedings, (iii) other imperfections
of title or encumbrances, if any, that do not, individually or in
the aggregate, materially impair the continued use and operation of
the Acquired Company's assets in the conduct of their respective
businesses as presently conducted, (iv) easements, covenants,
rights-of-way and other similar restrictions of record, and (v) any
conditions that may be shown by a current, accurate survey or
physical inspection of any property made prior to Closing.

"Person" -- any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization,
labor union, or other entity or Governmental Entity.

"Proceeding" -- any action, arbitration, mediation, audit, hearing,
investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any
Governmental Entity or arbitrator or mediator.

"Purchase Price" -- as defined in Section 2.2.

"Related Person" -- with respect to a particular Person, any other
Person who controls such Person, is controlled by such Person or is
under common control with such Person.

"Representative" -- with respect to a particular Person, any
director, officer, employee, agent, consultant, advisor, or other
representative of such Person, including legal counsel,
accountants, and financial advisors.

"Section 338(h)(10) Election" -- as defined in the Recitals of this
Agreement.

"Securities Act" -- the Securities Act of 1933 or any successor
law, and regulations and rules issued pursuant to that Act or any
successor law.

"Seller" -- as defined in the first paragraph of this Agreement.

"Seller Retirement Plan " -- as defined in Section 10.5(d).

"Shares" -- as defined in the Recitals of this Agreement.

"Straddle Period" -- as defined in Section 5.7(b).

                              4

"Store" -- means any of the 158 retail stores owned or operated by
the Acquired Company as of the date of this Agreement.

"Store Lease" -- means any lease pursuant to which the Acquired
Company has the right to occupy a Store.

"Tax Return" -- any return, report or similar statement required to
be filed with respect to any Tax (including any attached
schedules), including, without limitation, any information return,
claim for refund, amended return and declaration of estimated Tax.

"Tax" -- means any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs
duties, capital stock, franchise, profits, withholding, social
security, unemployment; disability, property, sales, use, transfer,
registration, value added, escheat or other tax of any kind,
including any interest, penalty or addition to tax.

"Tax Sharing Arrangement" -- shall mean any written or unwritten
agreement or arrangement for the allocation or payment of Tax
liabilities or payment for Tax benefits with respect to a
consolidated, combined or unitary Tax Return which Tax Return
includes the Acquired Company.

"Threatened" -- a claim, Proceeding, dispute, action, or other
matter will be deemed to have been "Threatened" if any demand or
statement has been made (orally or in writing to a Person's
directors or officers) or any notice has been given (orally or in
writing to a Person's directors or officers), that such a claim,
Proceeding, dispute, action, or other matter is likely to be
asserted, commenced, taken, or otherwise pursued in the future.

"Upland" -- Theodore R. Upland III.

2.   SALE AND TRANSFER OF SHARES; CLOSING.

     2.1   SHARES.  Subject to the terms and conditions of this
Agreement, at the Closing, Seller will sell and transfer the Shares
to Buyer, and Buyer will purchase the Shares from Seller.

     2.2   PURCHASE PRICE.  The purchase price (the "Purchase
Price") for the Shares will be:

           (a)   $4,000,000, in cash, payable at closing by wire
transfer or other immediately available funds (as adjusted as set
forth in Sections 2.5 and 2.6); and

           (b)   Preferred Stock of Buyer  with an aggregate
liquidation and redemption value  of $12,011,000, having the rights
and terms specified in a Certificate of Designation satisfactory to
Buyer and Seller incorporating the terms specified in Exhibit B
with the redemption obligations of the Buyer under the terms of the
Preferred Stock secured  pursuant to the Limited Guaranty and
Pledge Agreement, subject, however, to approval of all such terms,
conditions and obligations by all applicable Governmental Entities.

                              5

     2.3   CLOSING.  The purchase and sale (the "Closing") provided
for in this Agreement will take place at the offices of Seller's
counsel at 100 North Broadway, Suite 1300, St. Louis, Missouri, at
10:00 a.m. (local time) on June 15, 2001, or at such other time and
place as the parties may agree.

     2.4   CLOSING OBLIGATIONS.  At the Closing:

           (a)   Seller will deliver or cause to be delivered to
Buyer:

                 (i)  certificates representing the Shares, duly
     endorsed (or accompanied by duly executed stock powers) for
     transfer to Buyer; and

                 (ii)  a certificate executed by Seller
     representing and warranting to Buyer that each of Seller's
     representations and warranties in this Agreement was
     accurate in all material respects as of the date of this
     Agreement and is accurate in all material respects as of the
     Closing Date as if made on the Closing Date; and

                 (iii) a duly executed Employment Agreement
     between Buyer and Upland in the form  attached hereto as
     Schedule 2.4(a)(iii), and approved by Seller; and

                 (iv)  a duly executed settlement and satisfaction
     agreement between CPI Prints Plus, Inc. and Upland
     terminating Upland's Employment Agreement with CPI Prints
     Plus, Inc., dated as of September 30, 1997, as amended by the
     First Amendment to Employment Agreement dated as of May 31,
     1998, together with a payment to Upland in the amount of Two
     Hundred Thirteen Thousand Eighty-six Dollars ($213,086.00)
     from CPI Prints Plus, Inc. to Upland to satisfy and
     discharge the fully vested SERP obligation to Upland in the
     form attached hereto as Schedule 2.4(a) (iv); and

                 (v)  a duly executed Limited Guaranty and Pledge
     Agreement between Upland and Seller.

           (b)   Buyer will deliver or cause to be delivered to
Seller:

                 (i)   the cash portion of the Purchase Price;

                 (ii)  the shares of the Preferred Stock described
     above;

                 (iii) the Limited Guaranty and Pledge Agreement
     executed by  Upland and the Seller;

                 (iv)  a certificate executed by Buyer to the
     effect that each of Buyer's representations and warranties
     in this Agreement was accurate in all material respects as
     of the date of this Agreement and is accurate in all
     material respects as of the Closing Date as if made on the
     Closing Date;

                              6

                 (v)   a duly executed Employment Agreement between
     Buyer and Upland in the form attached hereto as Schedule
     2.4(a)(iii), and approved by Seller; and

                 (vi)  a duly executed settlement and satisfaction
     agreement between CPI Prints Plus, Inc. and  Upland
     terminating  Upland's Employment Agreement with CPI Prints
     Plus, Inc., dated as of September 30, 1997, as amended by
     the First Amendment to Employment Agreement dated as of
     May 31, 1998, together with a payment to Upland in the
     amount of Two Hundred Thirteen Thousand Eighty-six Dollars
     ($213,086.00) from CPI Prints Plus, Inc. to Upland to
     satisfy and discharge the fully vested SERP obligation
     to Upland in the form attached hereto as Schedule 2.4(a) (iv).

     2.5   PURCHASE PRICE ADJUSTMENT, CLOSING ESTIMATE.  The cash
portion of the Purchase Price shall be:

           (a)   reduced by:

                 (i)   the net decrease, if any, from February 3,
     2001 to the close of business on the second day prior to the
     Closing Date of any intercompany loan from Seller or any
     Related Person to the Acquired Company;

                 (ii)  $172,380 to offset the satisfaction of
     Upland's SERP as of the Closing Date;

                 (iii) $3,565 (representing CPI Corp.'s entire
     obligation for contribution to its 401(k) Plan for the period



     from January 1, 2001 through February 3, 2001);

                 (iv)  an amount equal to $175,000;

                 (v)   an amount equal to forty percent (40%) of
     the estimated tax loss realized by CPI Corp. as the result
     of the operation of the Acquired Company, the Seller and CPI
     Prints Plus, Inc., after February 3, 2001 and prior to the
     Closing, if any; and

           (b)   increased by:

                 (i)   the net increase, if any, from February 3,
     2001 to the close of business on the second day prior to the
     Closing Date of any intercompany loan from Seller or any
     Related Person to the Acquired Company; and

                 (ii)  an amount equal to forty percent (40%) of
     the estimated taxable income realized by CPI Corp. as the
     result of the operation of the Acquired Company, the Seller
     and CPI Prints Plus, Inc., after February 3, 2001 and prior
     to the closing, if any.

At the option of the Buyer, in lieu of increasing or decreasing the
cash portion of the Purchase Price by the net amount under
subsections (a) and (b) above, the Buyer may elect to adjust the
aggregate liquidation and redemption value of the Preferred Stock
issued as a portion of the Purchase Price, as described in Section
2.6(c).  The cash portion, or the aggregate liquidation and

                              7

redemption value of the Preferred Stock portion, as the case may
be, of the Purchase Price shall be estimated by the parties at the
Closing, in good faith and consistent with past accounting
practices and procedures (the "Closing Estimate"), and finalized
after the Closing in accordance with Section 2.6.

     2.6   CLOSING BALANCE SHEET; PURCHASE PRICE ADJUSTMENT.

           (a)   Within ten (10) days following the Closing, the
Seller shall deliver to the Buyer a consolidated balance sheet of
the Acquired Company immediately prior to the Closing ("Closing
Balance Sheet").

           (b)   In the event of any disagreement among the parties
regarding the Closing Balance Sheet, the disagreement shall be
resolved by an independent certified public accountant selected by
agreement of Seller's and Buyer's respective certified public
accountants, with the costs of such third accountant borne equally
by Buyer and Seller.




           (c)   The final cash portion of the Purchase Price (or
the liquidation value of the Preferred Stock portion of the
Purchase Price) shall be based on the Closing Balance Sheet.  In
the event the Closing Estimate is less than the amount determined
by the Closing Balance Sheet, the Buyer will pay the difference to
the Seller (or, at the Buyer's option, issue additional shares
of Preferred Stock with an aggregate liquidation and redemption
value equal to such difference), and if the Closing Estimate is
more than the amount determined by the Closing Balance Sheet,
the Seller shall refund such difference to the Buyer (or, at the
Buyer's option, tender shares of Preferred Stock to the Buyer with
an aggregate liquidation and redemption value equal to such
difference).

3.   REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents
and warrants to Buyer as follows:

     3.1   ORGANIZATION OF THE ACQUIRED COMPANY; QUALIFICATION.

           (a)   The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the state
where organized, and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on
its business as now being conducted.

           (b)   The Acquired Company is a corporation duly
organized and validly existing and in good standing under the laws
of the state where organized, and has all requisite corporate
power and authority to own, lease and operate its properties and to
carry its business as now being conducted.  Except as set forth on
Schedule 3.1, the  Acquired Company is duly qualified or licensed
to do business as foreign corporations and/or entities and is in
good standing in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business
conducted by it makes such qualification necessary, except where
the failure to be so qualified and in good standing will not have
a Material Adverse Effect.

                              8

     3.2   AUTHORITY; NO VIOLATION OR CONSENT.  The Seller has the
requisite corporate power and authority to enter into this
Agreement and to carry out the Contemplated Transactions and
all proceedings required to be taken by the Seller to authorize the
execution, delivery and performance of this Agreement have been
duly and properly taken.  This Agreement has been duly and validly
executed and delivered by the Seller, and this Agreement
constitutes a legal, valid and binding agreement of the Seller
enforceable in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance or similar laws affecting the enforcement of creditors'
rights generally and general equitable principles.  The
execution and delivery of this Agreement, the consummation of the
Contemplated Transactions and the compliance with the terms of this
Agreement do not and will not:

           (a)   conflict with or result in any Breach of any
provision of any agreement or other instrument to which the Seller
or the Acquired Company is a party or by which it or the
Acquired Company or any of its or the Acquired Company's property
may be bound (excluding, however, any real estate leases), or
conflict with or result in any Breach of any provision of the
Seller's or the Acquired Company's Certificate of Incorporation or
Bylaws;

           (b)   result in the creation of any Lien upon, or any
Person obtaining the right to acquire, any of the Shares or any of
the Acquired Company's assets;

           (c)   violate or conflict with any law, ordinance, code,
rule, regulation, decree, Order or ruling of any court or
Governmental Entity, to which the Seller or the Acquired
Company or any of their respective assets are subject, except such
violation as would not  have a Material Adverse Effect;

           (d)   require any authorization, consent, Order, permit
or approval of, or notice to, or filing, registration or
qualification with ("Consent"), any governmental, administrative or
judicial authority; or

           (e)   except for Consents required by the Store Leases,
the corporate office lease or the warehouse leases, require any
Consent of any Person to the execution, delivery or performance of
this Agreement or to the consummation of the Contemplated
Transactions.

     3.3   CAPITALIZATION; OWNERSHIP OF COMMON STOCK.

           (a)   The authorized capital stock of the Acquired
Company consists of 60,000 shares of common stock, no par value, of
which 50,000 shares are validly issued and outstanding, fully paid
and nonassessable and comprise the Shares to be sold to Buyer.  The
Seller is the lawful owner, of record and beneficially, of the
Shares and has good title to Shares, free and clear of any and all
Liens.

           (b)   There are no outstanding options, warrants,
rights, calls, agreements, convertible securities or other
commitments or rights to purchase or acquire any unissued stock
or other securities from the Acquired Company, and no other
securities of the Acquired Company are reserved for any purpose.

                              9

     3.4   Financial Statements.  The unaudited balance sheets of
the Acquired Company, the Seller and CPI Prints Plus, Inc. as of
February 3, 2001, attached hereto as Schedule 3.4, have been
prepared in accordance with the books and records of such companies
and present fairly in all material respects the financial position
of such companies for the fiscal year then ended.

     3.5   ERISA; BENEFIT PLANS.

           (a)   The Acquired Company and its ERISA Affiliates have
satisfied the minimum funding requirements of Section 302 of ERISA,
and Section 412 of the Code. For purposes of this Agreement, "ERISA
Affiliate" means each business or entity which is a member of a
"controlled group of corporations" under "common control" or an
"affiliated service group" with the Acquired Company within the
meaning of Section 414(b) or (c).  Except to the extent that any
Breach of the representations set forth in this Section 3.5,
individually or in the aggregate, would not  have a Material
Adverse Effect, with respect to each "employee benefit
plan" (as defined in Section 3(3) of ERISA) listed in Schedule 3.5:

                 (i)   the Acquired Company and each of its ERISA
Affiliates have performed all obligations required to be performed
by them under each such employee benefit plan and neither the
Acquired Company nor any of its ERISA Affiliates is in default
under or in violation of the terms of any such employee benefit
plan;

                 (ii)  each such employee benefit plan was
established and has been maintained in compliance in all material
respects with the applicable provisions of ERISA, the Code and any
other Applicable Law;

                 (iii) no "prohibited transaction" as defined in
Section 406 of ERISA and Section 4979 of the Code has occurred in
respect of any such plan;

                 (iv)  no civil or criminal action brought pursuant
to Part 5 of Subtitle B of Title I of ERISA is pending or, to the
Knowledge of the Seller, Threatened against any fiduciary of any
such plan;

                 (v)   no action or failure to act and no
transaction or holding of any asset by, or with respect to, any
such employee benefit plan has or may reasonably be expected to
subject the Acquired Company or any of its ERISA Affiliates or any
fiduciary, to any Tax, penalty or other liability, whether by way
of indemnity or otherwise;

                 (vi)  to the Knowledge of Seller, there are no
Proceedings pending or Threatened (other than routine claims for
benefits) against the Acquired Company or any of its ERISA
Affiliates, or to the Knowledge of the Seller, pending or
Threatened against any administrator, trustee or other fiduciary of
any such employee benefit plan with respect to any such employee
benefit plan, or against any such plan or against the assets of any
such plan;

                 (vii) the Acquired Company and its ERISA
Affiliates have made all payments with respect to all periods
through December 31, 2000, and will make a pro-rata payment for the
period from January 1, 2001 through February 3, 2001 by the
reduction of the

                              10

Purchase Price, in each case which are due and required by each
employee benefit plan, each related trust, each collective
bargaining agreement or by law to be made to, or with respect to
each such employee benefit plan (including all insurance premiums
or intercompany charges with respect to each such employee benefit
plan);

                 (viii) all group health plans covering employees
of the Acquired Company have been operated in compliance with the
continuation coverage requirements of Section 4980B of the Code
(and any predecessor provisions) and Part 6 of Title I of ERISA;
and

                 (ix)  to the Knowledge of the Seller, no employee
benefit plan listed in Schedule 3.5 is under audit or investigation
by the IRS, the Department of Labor or the Pension Benefit Guaranty
Corporation, and no such audit or investigation has been
threatened.  Neither the execution and delivery of this Agreement
nor the consummation of the Contemplated Transactions will directly
or indirectly result in any payment made or to be made on behalf of
any Person which constitutes a "parachute payment" within the
meaning of Section 280G of the Code.  The Acquired Company has no
liabilities with respect to any employee benefit plan except
those listed on Schedule 3.5 which is now sponsored, maintained,
contributed to, or required to be contributed to by the Acquired
Company or any of its ERISA Affiliates.

     The Acquired Company has had no obligation to contribute to
any "multiemployer plan" as defined in Section 3(37) of ERISA or
any "multiple employer plan" as defined in ERISA or the Code.  The
Acquired Company has not incurred any material liability under
Title IV of ERISA (excluding liability for required premium
payments) to the Pension Benefit Guaranty Corporation  in
connection with any employee pension benefit plan which is subject
to Title IV of ERISA.

           (b)   Schedule 3.5 contains a complete list of all
deferred compensation, severance, pension, profit-sharing, stock
option and retirement plans, and all material bonus and other
employee benefit or fringe benefit plans maintained or with respect
to which contributions are made by the Acquired Company.  Accurate
and complete copies of all such plans have been provided to the
Buyer.  Neither the Acquired Company nor any of its ERISA
Affiliates has any plan or commitment, whether legally binding or
not, to establish any new employee benefit plan, to enter into any
employee agreement or to modify or to terminate any employee
benefit plan or employee agreement (except to the extent required
by law or to conform any such plan or agreement to the requirements
of any Applicable Law or as required by this Agreement), nor has
any intention to do any of the foregoing been communicated to
employees.

           (c)   Except as set forth on Schedule 3.5, the Acquired
Company does not maintain or contribute to any employee benefit
plan which provides, or has any liability to provide, life
insurance or medical benefits to any employee upon his retirement
or termination of employment, except as may be required by Section
4980B of the Code.

     3.6   DISCLOSURE.  No representation or warranty of Seller in
this Agreement omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were
made, not misleading.

                              11

4.   REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents
and warrants to Seller as follows:

     4.1   ORGANIZATION AND GOOD STANDING.  The Buyer is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of California, and has full
corporate power and authority to carry on its business as presently
conducted and as contemplated after the Closing.

     4.2   AUTHORITY; EXECUTION AND DELIVERY AND ENFORCEABILITY.
The Buyer has the requisite power and authority to enter into this
Agreement and to carry out the Contemplated Transactions and all
Proceedings required to be taken by it to authorize the execution,
delivery and performance of this Agreement have been duly and
properly taken.  This Agreement has been duly and validly executed
and delivered by the Buyer, and this Agreement constitutes a valid
and binding agreement of the Buyer, enforceable in accordance with
its terms, except as may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting the enforcement of creditors' rights generally and
general equitable principles.

     4.3   NO CONFLICTS; CONSENT.  The execution and delivery by
the Buyer of this Agreement does not and the consummation of the
Contemplated Transactions will not conflict with, or result in any
violation of or default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or a loss of a
material benefit under, or result in the creation of any Lien upon
any of the properties or assets of the Buyer under any provision of
(a) its Articles or Certificate of Incorporation or Bylaws, (b) any
Contract to which the Buyer is a party or by which any of its
properties or assets is bound, or (c) any judgment applicable to
the Buyer or its properties or assets or Applicable Law.  No
Consent of any Governmental Entity is required to be obtained or
made by or with respect to the Buyer in connection with the
execution, delivery and performance of this Agreement or the
consummation of the Contemplated Transactions.

     4.4   INVESTMENT INTENT.  The Buyer acknowledges that the
Shares have not been registered under the Securities Act and that
the Shares may not be resold absent such registration or unless an
exception is available.  The Buyer is acquiring the Shares for its
own account, for investment purposes only and not with a view
toward distribution thereof.  The Buyer qualifies as an "accredited
investor" as such term is defined in Rule 501(a) promulgated
pursuant to the Securities Act.

     4.5   CERTAIN PROCEEDINGS.  There is no pending or Threatened
Proceeding that challenges, or may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.

     4.6   BROKERS OR FINDERS.  Neither the Buyer nor its officers
or agents have incurred any obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or
other similar payment in connection with this Agreement and will
indemnify and hold Seller and its Related Persons harmless from any
such payment alleged to be due by or through Buyer or any of its
Related Persons as a result of the action of Buyer or any of its
Related Persons or their officers or agents.

                              12

     4.7   DISCLOSURE.  No representation or warranty of Buyer in
this Agreement omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were
made, not misleading.

5.   COVENANTS OF SELLER.

     5.1   ACCESS AND INVESTIGATION.  Between the date of this
Agreement and the Closing Date, Seller will, and will cause the
Acquired Company and its Representatives to, (a) afford
Buyer and its Representatives and prospective lenders and their
Representatives (collectively, "Buyer's Advisors") full and free
access to the Acquired Company's personnel, properties, Contracts,
books and records, and other documents and data, (b) furnish Buyer
and Buyer's Advisors with copies of all such Contracts, books and
records, and other existing documents and data as Buyer may
reasonably request, and (c) furnish Buyer and Buyer's Advisors with
such additional financial, operating, and other data and
information as Buyer may reasonably request.

     5.2   OPERATION OF THE BUSINESS OF THE ACQUIRED COMPANY.
Between the date of this Agreement and the Closing Date, Seller
will, and will cause the Acquired Company to:

           (a)   conduct the business of the Acquired Company only
in the Ordinary Course of Business;

           (b)   use its Best Efforts to preserve intact the
current business organization of the Acquired Company, keep
available the services of the current officers, employees, and
agents of the Acquired Company, and maintain the relations and good
will with suppliers, customers, landlords, creditors, employees,
agents, and others having business relationships with the
Acquired Company;

           (c)   continue to fund the business of the Acquired
Company, including capital expenditures, in accordance with past
practice and in accordance with the 2001 budget prepared for the
Acquired Company; and

           (d)   maintain on behalf of the Acquired Company, or
cause the Acquired Company to maintain, general liability,
property, casualty, automobile and workers' compensation
insurance at the levels in effect on February 3, 2001.

     5.3   NO DIVIDENDS, INTEREST OR EXTRAORDINARY CHARGES.  The
Acquired Company will not pay any dividend or make other stock
distributions and the Seller will not charge the Acquired
Company for interest or other expenses except insurance and
collection of bad debts.

     5.4   REQUIRED APPROVALS.  Between the date of this Agreement
and the Closing Date, Seller will, and will cause the Acquired
Company to, cooperate with Buyer (a) with respect to all filings
that Buyer elects to make or is required by legal requirements to
make in connection with the Contemplated Transactions, and (b) in
obtaining all necessary Consents.

                              13

     5.5   NOTIFICATION.  Between the date of this Agreement and
the Closing Date, Seller will promptly notify Buyer in writing if
Seller or the Acquired Company becomes aware of any fact or
condition that causes or constitutes a Breach of the of Seller's
representations and warranties as of the date of this Agreement, or
if Seller or the Acquired Company becomes aware of the
occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this
Agreement) cause or constitute a Breach of any such
representation or warranty had such representation or warranty been
made as of the time of occurrence or discovery of such fact or
condition. During the same period, Seller will promptly
notify Buyer of the occurrence of any Breach of any covenant of
Seller in this Section 5 or of the occurrence of any event that may
make the satisfaction of the conditions in Section 7
impossible or unlikely.



     5.6   BEST EFFORTS.  Between the date of this Agreement and
the Closing Date, Seller will use its Best Efforts to cause the
conditions in Sections 7 and 8 to be satisfied.

     5.7   SECTION 338(h)(10) ELECTION AD ALLOCATION OF PURCHASE
PRICE.  Seller shall join with the Buyer in making the Section
338(h)(10) Election (and any corresponding elections under
any applicable state, local or foreign laws, to the extent
available) with respect to the purchase and sale of the Shares.
On or before May 7, 2001, the Buyer shall deliver to the Seller a
proposed form of IRS Form 8023 (or other applicable form),
including any required schedules, and any similar forms required
by any state, local or foreign taxing authority.  The Seller and
the Buyer shall in good faith use commercially reasonable efforts
to agree promptly on such forms and the allocation of the "ADSP,"
as defined in Treasury Regulation Section 1.338-4T, among
the assets of the Seller (the "Allocation Schedule"), and shall
agree on such forms and the allocation of the "ADSP" on or before
May 31, 2001.  Buyer shall have the right to review and approve
before filing all elections, returns and other documents to be
filed in connection with the Section 338(h)(10) Election.

     5.8   TAXES.

           (a)   Seller shall prepare and file with the appropriate
taxing authorities all Tax Returns for the Acquired Company for all
periods that end on or prior to the Closing Date, and shall remit
to the taxing authorities all Taxes due with respect to such Tax
Returns.  If the due date for such Tax Returns is after the Closing
Date, Buyer shall cause the Acquired Company to execute and
maintain in force a power of attorney authorizing Seller's
designated representatives to sign and file such Tax Returns and
take such other actions as are contemplated by Section 5.8(c) with
respect to such Tax Returns.  Buyer shall prepare and file with the
appropriate taxing authorities all Tax Returns for the Acquired
Company for all periods that begin after the Closing Date, and
shall remit to the taxing authorities all Taxes due with respect to
such Tax Returns.

           (b)   Any Taxes (other than sales or use taxes) with
respect to the property or operations of the Acquired Company that
relate to a period that begins prior to and ends after the
Closing Date (a "Straddle Period ") shall be apportioned between
the Seller and the Buyer as determined from the books and records
of the Acquired Company during the portion of such period ending on
the Closing Date and the portion of such period beginning on the
day following the Closing Date, and based on accounting methods,
elections and conventions that do not have the effect of distorting
income or expenses as follows:  (i) in the case of Taxes other than

                              14

withholding  and employment Taxes, on a per diem basis, and (ii) in
the case of withholding and employment Taxes, as determined from
the books and records of the Acquired Company as though the taxable
period of the Acquired Company terminated at the close of business
on the Closing Date.  Buyer shall prepare all Tax Returns for
Straddle Periods and shall provide Seller and its designated
representatives with the opportunity to review and comment on such
Tax Returns at least ten (10) days prior to filing.  In the event
that Seller objects to the filing of any such Tax Return, Buyer
shall not file such Tax Return without the written consent of
Seller.  Prior to the due date Seller shall remit to Buyer the
amount of any Tax owed upon the filing of a Tax Return for a
Straddle Period that is properly apportionable to Seller.

           (c)   The Seller and its duly appointed representatives
shall have the exclusive authority to control any audit or
examination by any taxing authority and contest, resolve and
defend against any assessment for additional Taxes, notice of tax
deficiency or other adjustment of Taxes of or relating to any
liability of the Acquired Company for Taxes for any tax period
ending on and including the Closing Date (including, with respect
to any Straddle Period, the portion of such period ending on and
including the Closing Date) except to the extent that such
dispute relates to sales or use tax for which Seller has no
obligation to indemnify Buyer.

           (d)   The Buyer shall have the exclusive authority to
control any audit or examination by any taxing authority and
contest, resolve and defend against any assessment for
additional Taxes, notice of Tax deficiency or other adjustment of
Taxes of or relating to any liability of the Acquired Company's
Taxes for all periods beginning after the Closing Date;
provided, however, that (i) neither the Buyer nor any Related
Person of Buyer (including the Acquired Company) nor their duly
appointed representatives shall, without the prior written
consent of the Seller, enter into any settlement of any contest or
otherwise compromise any issue that affects or may affect the Tax
liability of the Seller, the Acquired Company or any of their
Related Persons for any period prior to the Closing Date
(including, with respect to any Straddle Period, the portion of
such period that ends on and includes the Closing Date), and (ii)
neither the Buyer nor any Related Persons of Buyer (including the
Acquired Company) nor its duly appointed representatives shall,
without the prior consent of the Seller, enter into any settlement
of any contest or otherwise compromise any issue that would require
payment by the Seller of any amount under this Agreement unless the
Buyer shall have waived or caused to be waived for itself and the
Acquired Company and their Related Persons any right to
indemnification for any such amounts from the Seller.

           (e)   The Seller shall be entitled to all refunds
(including, without limitation, interest with respect thereto) of
Taxes received by or on behalf of the Acquired Company relating
to any period ending on or prior to the Closing Date (including,
with respect to any Straddle Period, the portion of such period
that ends on and includes the Closing Date).  The Buyer shall
pay, or cause to be paid, to the Seller any and all refunds
promptly upon receipt thereof by Buyer, the Acquired Company or
their Related Persons.

           (f)   Buyer agrees to indemnify Seller for any
additional Tax owed by Seller (including Tax owed by Seller due
to this indemnification payment) resulting from any transaction
(other than the deemed asset sale pursuant to the Section
338(h)(10) Election) not in

                              15

the Ordinary Course of Business occurring on the Closing Date after
Buyer's purchase of the Shares.

           (g)   Buyer and Seller agree to report all transactions
(other than the deemed asset sale pursuant to the Section
338(h)(10) Election) not in the Ordinary Course of Business
occurring on the Closing Date after Buyer's purchase of the Shares
on Buyer's federal income tax return to the extent permitted by
Treasury Regulation Paragraph 1.1502-76(b)(1)(B).

           (h)   Buyer and the Acquired Company and Seller shall
cooperate fully, as and to the extent reasonably requested by the
other party, in connection with the filing of Tax Returns
pursuant to this Section and any audit, litigation or other
proceeding with respect to Taxes.  Such cooperation shall include
the retention and (upon the other party's request) the provision of
records and information which are reasonably relevant to any such
audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder.
The Acquired Company and Seller agree to retain all books and
records with respect to Tax matters pertinent to the Acquired
Company relating to any taxable period beginning before the Closing
Date until the expiration of the statute of limitations (and, to
the extent notified by Buyer or Seller, any extensions thereof)
of the respective taxable periods, and to abide by all record
retention agreements entered into with any taxing authority.
Neither the Seller nor the Buyer and the Acquired Company (nor any
of their Related Persons) shall destroy or dispose of or allow the
destruction or disposition of any books, records or files relating
to the business, properties, assets or operations of the Acquired
Company to the extent they pertain to the operations of the
Acquired Company on or prior to the Closing Date without first
having offered in writing to deliver such books, records and files
to the Seller.

           (i)   If the Seller makes any indemnification payment
under Section 5.8(j) and such payment gives rise to a United States
federal, state, local or foreign Tax benefit to the Buyer
or any of its Related Persons (including any of the Acquired
Company), then promptly following the filing of the tax returns(s)
reflecting such Tax benefit, the Buyer shall pay to the Seller the
amount of such Tax benefit.  The determination of any such Tax
benefit shall be made in good faith by the Buyer and, if requested
by the Seller, such determination shall be verified in writing
by an independent certified public accounting firm reasonably
acceptable to both the Seller and the Buyer (the fees of which
shall be equally borne by the Buyer and the Seller).

           (j)   Seller's obligation to pay or to indemnify Buyer
or the Acquired Company for Taxes incurred by or on behalf of the
Acquired Company shall be limited to the following:  (i) Taxes
(other than sales or use taxes) relating to taxable periods ending
on or prior to the Closing Date, except for transactions subject to
section 5.8(f); (ii) any tax arising from purchases made prior to
January 1, 1998 in connection with the construction of new Stores;
(iii) sales or use tax, if any, arising from the stock purchase
contemplated by this Agreement; and (iv) Taxes (other than sales or
use taxes) relating to a Straddle Period to the extent apportioned
to Seller pursuant to section 5.8(b).

     5.9   NON-COMPETITION.  From and after the Closing, CPI Corp.
and Seller agree that, until the mandatory redemption date for such
Preferred Stock, without the prior written consent

                              16

of the Buyer, directly or by ownership of an interest in another
entity, neither CPI Corp. nor Seller nor any of their Related
Persons will compete with the Acquired Company in the business
conducted as of the Closing in any location where the Acquired
Company conducts business as of the date of the Closing.

     5.10  LANDLORD CONSENTS.  Seller will, and will cause the
Acquired Company to, use its Best Efforts to obtain any Consents to
the Contemplated Transactions required by Store Leases.

     5.11  REPRESENTATION TO BUYER'S LENDERS.  Seller will, upon
request of Buyer, represent to Buyer's lenders that the unaudited
balance sheets set forth on Schedule 3.4 present fairly in
all material respects the consolidated financial position of the
relevant companies for the fiscal year ended February 3, 2001.

     5.12  TRANSFER OF ASSETS TO ACQUIRED COMPANY.  Between the
date of this Agreement and the Closing Date, CPI Corp. and Seller
will cause to be transferred to Acquired Company all assets held
by them or any Related Person used in the business of the Acquired
Company, including all right title and interest, however held, in
the name "Prints Plus" and any derivation thereof, subject only to
Permitted Liens.

     5.13  INTERCOMPANY ACCOUNTS.  As of the close of business on
the day before the Closing Date, Seller and CPI Corp. will cause
(at no cost to Acquired Company) the elimination of all
intercompany accounts between the Acquired Company and the Seller
and any Related Persons, including but not limited to, intercompany
liabilities and accruals for 401(k) matches, workmen's
compensation, and general liability or automobile liability
insurance.

     5.14  POST-CLOSING PAYMENTS.  So long as the Preferred Stock
is outstanding, and Buyer has retained KPMG or another public
accounting firm at the request of the holder of the Preferred
Stock pursuant to Section 6.5, Seller shall reimburse the Buyer for
the amount by which the fees of KPMG (or such other designated
public accounting firm) exceed (a) $45,000, for the annual
audit of Buyer's financial statements, or (b) $28,000 for the audit
of an opening balance sheet of the Buyer effective immediately
after Closing.  Seller shall make each such payment to Buyer
within thirty (30) days after the date Seller receives Buyer's
invoice.

6.   COVENANTS OF BUYER.

     6.1   APPROVALS OF GOVERNMENTAL ENTITIES.  As promptly as
practicable after the date of this Agreement, Buyer will, and will
cause each of its Related Persons to, make all filings
required by Applicable Law to be made by them to consummate the
Contemplated Transactions.  Between the date of this Agreement and
the Closing Date, Buyer will, and will cause each Related Person
to, cooperate with Seller with respect to all filings that Seller
is required by Applicable Law to make in connection with the
Contemplated Transactions, and (ii) cooperate with Seller in
obtaining all required Consents.

     6.2   COMMITMENT LETTER.  Buyer will use its Best Efforts to
deliver to Seller, within 60 days after the date of this Agreement,

a true and correct copy of a commitment letter (the
"Commitment Letter") addressed to Buyer which provides for
sufficient funds available to

                              17

consummate the purchase of the Shares and pay the  cash portion of
the Purchase Price and to pay all fees and expenses related to and
contemplated by this Agreement at the Closing.

     6.3   BEST EFFORTS.  Between the date of this Agreement and
the Closing Date, the Buyer will use its Best Efforts to cause the
conditions in Sections 7 and 8 to be satisfied.

     6.4   LANDLORD CONSENTS.  Buyer will use its Best Efforts to
obtain any Consents to the Contemplated Transactions required by
Store Leases.

     6.5   ACCOUNTANTS.  So long as any shares of Preferred Stock
are outstanding, and the holder of the Preferred Stock so requests,
Buyer shall retain KPMG (or such other public accounting firm as
the holder of the Preferred Stock designates) as its certified
public accountants for audit work.

7.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE.  Buyer's
obligation to purchase the Shares and to take the other actions
required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by Buyer, in whole or in
part):

     7.1   ACCURACY OF REPRESENTATIONS.  All of Seller's
representations and warranties in this Agreement (considered
collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material
respects as of the date of this Agreement, and must be accurate in
all material respects as of the Closing Date as if made on the
Closing Date.

     7.2   SELLER'S PERFORMANCE.

           (a)   All of the covenants and obligations that CPI
Corp. or Seller is required to perform or to comply with pursuant
to this Agreement at or prior to the Closing (considered
collectively), and each of these covenants and obligations
(considered individually), must have been duly performed and
complied with in all material respects.

           (b)   Each document required to be delivered by Seller
or the Acquired Company pursuant to Section 2.4 must have been
delivered.

     7.3   CONSENTS.  All Consents identified in Section 3.2 (e)
must have been obtained and must be in full force and effect.

     7.4   ADDITIONAL DOCUMENTS.  Seller must deliver to Buyer such
documents as Buyer may reasonably request for the purpose of (i)
evidencing the accuracy of any of CPI Corp.'s or Seller's
representations and warranties, (ii) evidencing the performance by
Seller or CPI Corp. of, or the compliance by Seller or CPI Corp.
with, any covenant or obligation required to be performed or
complied with by such party, (iii) evidencing the satisfaction of
any condition referred to in this Section 7, or (iv) otherwise
facilitating the consummation or performance of any of the
Contemplated Transactions.

                              18

     7.5   NO INJUNCTION.  There must not be in effect or
Threatened  any Proceeding , any legal requirement or any
injunction or other Order that  prohibits the sale of the Shares by
Seller to Buyer.

     7.6   FINANCING.  Buyer shall have received financing in
accordance with the terms of the Commitment Letter described in
Section 6.2.


     7.7   PREFERRED STOCK DESIGNATION.  Buyer and Seller shall
have agreed upon the Designations of Preferred Stock, in accordance

with the terms set forth in Exhibit B, and the California Secretary
of State shall have approved such form of Designations.

8.   CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.
Seller's obligation to sell the Shares and to take the other
actions required to be taken by Seller at the Closing is subject to
the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Seller, in
whole or in part):

     8.1   ACCURACY OF REPRESENTATIONS.  All of the Buyer's
representations and warranties in this Agreement (considered
collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material
respects as of the date of this Agreement and must be accurate in
all material respects as of the Closing Date as if made on the
Closing Date.

     8.2   BUYER'S PERFORMANCE.

           (a)   All of the covenants and obligations that the
Buyer is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and
each of these covenants and obligations (considered individually),
must have been performed and complied with in all material
respects.

           (b)   The Buyer must have delivered each of the
documents required to be delivered by the Buyer pursuant to Section
2.4 and the Buyer must have made the cash payment and delivered the
securities required pursuant to Section 2.2.

     8.3   CONSENTS.  All Consents identified in Section 3.2(e)
must have been obtained and must be in full force and effect.

     8.4   ADDITIONAL DOCUMENTS.  The Buyer must have delivered to
Seller such documents as Seller may reasonably request for the
purpose of (i) evidencing the accuracy of any representation or
warranty of Buyer, (ii) evidencing the performance by Buyer of, or
the compliance by Buyer with, any covenant or obligation required
to be performed or complied with by Buyer, (iii) evidencing the
satisfaction of any condition referred to in this Section 8, or
(iv) otherwise facilitating the consummation of any of the
Contemplated Transactions.

     8.5   NO INJUNCTION.  There must not be in effect any legal
requirement or any injunction or other Order that (a) prohibits the
sale of the Shares by Seller to Buyer, and (b) has been
adopted or issued, or has otherwise become effective, since the
date of this Agreement.

                              19

     8.6   CPI CORP. BOARD APPROVAL.  The board of directors of CPI
Corp. shall have approved this Agreement and the Contemplated
Transactions.

     8.7   PREFERRED STOCK DESIGNATION.  Buyer shall have adopted
and have in effect Designations of Preferred Stock in accordance
with the terms set forth in Exhibit B, satisfactory to Seller.

     8.8   LENDER.  Seller shall have approved any provisions in
the documents required by Buyer's lender that relate to or could
affect the payment of dividends on the Preferred Stock, the
redemption of the Preferred Stock or other rights of the holders of
the Preferred Stock, such approval not to be unreasonably withheld.

9.   TERMINATION.

     9.1   TERMINATION EVENTS.  This Agreement may, by notice given
prior to or at the Closing, be terminated:

           (a)   by either Buyer or Seller if a material Breach of
any provision of this Agreement has been committed by the other
party and such Breach has not been waived;

           (b)   (i) by Buyer if any of the conditions in Section
7 have not been satisfied as of the Closing Date or if satisfaction
of such a condition is or becomes impossible (other than
through the failure of the Buyer to comply with its obligations
under this Agreement) and Buyer has not waived such condition on or
before the Closing Date; or (ii) by Seller if any of the
conditions in Section 8 have not been satisfied as of the Closing
Date or if satisfaction of such a condition is or becomes
impossible (other than through the failure of Seller to comply with
its obligations under this Agreement) and Seller has not waived
such condition on or before the Closing Date;

           (c)   by mutual consent of Buyer and Seller;

           (d)   by either Buyer or Seller if the Closing has not
occurred (other than through the failure of any party seeking to
terminate this Agreement to comply fully with its
obligations under this Agreement) on or before June 23, 2001, or
such later date as the parties may agree; or

           (e)   by Seller if the Buyer has not delivered a copy of
the Commitment Letter described in Section 6.2 on or before the
date specified in such Section.

     9.2   EFFECT OF TERMINATION.  Each party's right of
termination under Section 9.1 is in addition to any other rights it
may have under this Agreement or otherwise, and the exercise of
a right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 9.1, all further
obligations of the parties under this Agreement will terminate,
except that the obligations in Sections 9.3, 10, 11.1, 11.3 and
11.4 will survive; provided, however, that if this Agreement is
terminated by a party because of the Breach of the Agreement
by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement

                              20

is not satisfied as a result of the other party's failure to comply
with its obligations under this Agreement, the terminating party's
right to pursue all legal remedies will survive such termination
unimpaired.

     9.3   TERMINATION FEES.

(a)   If all conditions precedent to Seller's obligation
to close set forth in Section 8 have been met and Seller breaches
its obligation to complete the Contemplated Transactions,
Seller shall pay Buyer the sum of $500,000; and

(b)   If all the conditions precedent to Buyer's
obligation to close set forth in Section 7 have been met and Buyer
breaches its obligation to complete the Contemplated Transactions,
Buyer shall pay Seller the sum of $50,000;

provided, however, that neither party shall have any obligation to
pay termination fees pursuant to subsections 9.3 (a) or (b) in the
event of material impairment of the Acquired Company's projected
cash flow and neither party shall have an obligation to pay fees or
otherwise be liable for any Breach unless such breach remains
uncured for thirty days after its receipt of notice of an alleged
Breach.

10.  INDEMNIFICATION REMEDIES.

     10.1  SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY
KNOWLEDGE .  All representations, warranties, covenants, and
obligations in this Agreement will survive the Closing.
The right to indemnification, payment of Damages or other remedy
based on such representations, warranties, covenants, and
obligations will not be affected by any investigation conducted,
whether before or after the execution and delivery of this
Agreement with respect to the accuracy or inaccuracy of or
compliance with, any such representation, warranty, covenant, or
obligation.  The waiver of any condition based on the accuracy of
any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the
right to indemnification, payment of Damages, or other remedy based
on such representations, warranties, covenants, and obligations.

     10.2  INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER.
Seller will indemnify and hold harmless the Buyer and its
Representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the
Indemnified Persons the amount of, any loss, liability, claim,
damage (including incidental and consequential damages), expense
(including costs of investigation and defense and reasonable
attorneys' fees) or diminution of value, whether or not involving
a third-party claim (collectively, "Damages"), arising, directly or
indirectly, from or in connection with:

           (a)   any Breach of any representation or warranty made
by Seller in this Agreement;

           (b)   any Breach by Seller of any covenant or obligation
of Seller in this Agreement;

                              21

           (c)   any claims incurred by the Acquired Company prior
to the Closing that are covered under Seller's general liability,
automobile, workers' compensation, property or casualty insurance,
including any related deductible payments;

           (d)   any claims incurred by the Acquired Company (i)
prior to May 1, 2000, that are covered under Seller's medical
insurance policies, and (ii) prior to August 1, 2000, that are
covered under Seller's dental insurance policy;

           (e)   any litigation or other proceedings identified on
Schedule 10.2;

           (f)   except as limited by Section 5.8(j) or as set
forth in Section 10.2(c), any business conducted or other action or
omission to act by Seller, its Related Persons or Acquired
Company and related to the Acquired Company prior to February 3,
2001; or

           (g)   any claim by any Person for brokerage or finder's
fees or commissions or similar payments based upon any agreement or
understanding alleged to have been made by any such Person with
Seller or the Acquired Company (or any Person acting on their
behalf) in connection with any of the Contemplated Transactions.

The remedies provided in this Section 10.2 will not be exclusive of
or limit any other remedies that may be available to Buyer or the
other Indemnified Persons.

     10.3  INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER.  The
Buyer will indemnify and hold harmless Seller, and will pay to
Seller the amount of any Damages arising, directly or
indirectly, from or in connection with (a) any Breach of any
representation or warranty made by Buyer in this Agreement, (b) any
Breach by Buyer of any covenant or obligation of a Buyer in
this Agreement, (c) except as otherwise specifically provided in
this Article 10, any business conducted by the Acquired Company
after February 3, 2001, or (d) any claim by any Person for
brokerage or finder's fees or commissions or similar payments based
upon any agreement or understanding alleged to have been made by
such Person with Buyer (or any Person acting on its behalf) in
connection with any of the Contemplated Transactions.

     10.4  TIME LIMITATIONS.  If the Closing occurs, Seller will
have no liability (for indemnification or otherwise) with respect
to any representation or warranty, or covenant or obligation to be
performed and complied with prior to the Closing Date, unless on
or before the expiration of the applicable statute of limitations,
Buyer notifies Seller of a claim specifying the factual basis of
that claim in reasonable detail to the extent then known by Buyer.
If the Closing occurs, Buyer will have no liability (for
indemnification or otherwise) with respect to any representation
or warranty, or covenant or obligation to be performed and
complied with prior to the Closing Date, unless on or before the
expiration of the applicable statute of limitations, Seller
notifies Buyer of a claim specifying the factual basis of that
claim in reasonable detail to the extent then known by Seller.

     10.5  EMPLOYEE MATTERS.

                              22

           (a)   Without limiting the Buyer's obligations under
this Article 10, the Buyer hereby agrees to indemnify the Seller
and its Related Persons and to defend and hold the Seller
and its Related Persons harmless from and against any and all
losses incurred by the Seller or any of its Related Persons arising
out of or with respect to any employees of the Acquired Company
prior to the Closing, or such earlier date as specified in this
Article 10, including:

                 (i)   the provision of continuation coverage after
February 3, 2001, for employees of the Acquired Company and their
covered dependents under any group health plan on account of any
qualifying event which occurs at any time (the terms "continuation
coverage", "group health plan", and "qualifying event" shall have
the meanings ascribed to them in Section 4980B of the Code);

                 (ii)  termination by the Buyer or its Related
Persons, including the Acquired Company following the Closing Date,
of the employment of any employee of the Acquired Company;

                 (iii) failure of the Buyer or its Related Persons,
including the Acquired Company following the Closing Date, to
continue the employment of any employee of the Acquired Company on
terms at least equivalent to those such Acquired Company employees
presently enjoy;

                 (iv)  any claim made by any person who was an
employee of the Acquired Company as of February 3, 2001 for
severance pay or benefits; and

                 (v)   any suit or claim of violation of any
employment-related law brought against the Seller or any Related
Person of the Seller, based upon any action taken by the Buyer or
any of its Related Persons, including the Acquired Company,
following the Closing Date.

           (b)   Following the Closing Date, (i) the Buyer shall
ensure that no limitations or exclusions as to preexisting
conditions, proof of insurability or waiting periods not currently
applicable to employees of the Acquired Company become applicable
to any of them under any welfare benefit plans in which such
employees may be eligible to participate, and (ii) the Buyer
shall ensure that costs or expenses incurred by employees of the
Acquired Company (and their dependents) up to (and including) the
Closing Date shall be taken into account for purposes of
satisfying applicable deductible, co-payment, coinsurance, maximum
out-of-pocket provisions and like adjustments or limitations on
coverage under any such welfare benefit plans.

           (c)   From and after the Closing Date, Buyer and its
Related Persons shall, as applicable, honor, pay, perform and
satisfy any and all liabilities, obligations and responsibilities
to, or in respect of, each employee of the Acquired Company and
each former employee of the Acquired Company arising under the
terms of, or in connection with, any employee benefit, fringe
benefit, deferred compensation or incentive compensation or
vacation or other paid time off plan, policy or arrangement
maintained or contributed to by the Acquired Company, or in
which the Acquired Company participates, and any employment,
consulting, retention, severance or similar agreement to which
the Acquired Company is a party, in each case, in accordance with
the terms thereof in effect immediately from and after the Closing.


                              23

           (d)   Buyer shall use its Best Efforts, as soon as
practicable following the Closing Date, to establish or designate
a defined contribution plan that is intended to qualify under
Sections 401(a) and 401(k) of the Code (the "Buyer Retirement Plan
") in which employees of the Acquired Company shall be eligible to
participate.  Following such establishment or designation of the
Buyer Retirement Plan and receipt by the Seller of a copy of a
favorable determination letter from the Internal Revenue Service
regarding the qualified status of the Buyer Retirement Plan under
Section 401(a) of the Code, or such earlier time as the Buyer and
Seller may agree, the Seller shall cause the trust maintained under
the CPI Corp. Employees Profit Sharing Plan and Trust (the "Seller
Retirement Plan ") to transfer to the trust maintained under
the Buyer Retirement Plan the assets attributable to the account
balances under the Seller Retirement Plan of the employees of the
Acquired Company, in accordance with Applicable Law, which amounts
shall be credited to the respective accounts established for such
employees under the Buyer Retirement Plan; provided that amounts in
accounts under the Seller Retirement Plan of such employees that
are invested in loans to such employees shall be transferred in
kind.  Following such asset transfer, the Buyer Retirement Plan
shall assume all liability for the payment of the benefits
attributable to such transferred assets, and none of the Seller,
the Seller Retirement Plan or the trust thereunder shall have any
obligation or liability with respect to such benefits.

     10.6  PROCEDURE FOR INDEMNIFICATION -- THIRD-PARTY CLAIMS.

           (a)   Promptly after receipt by an indemnified party
under Section 10.2 of notice of the commencement of any Proceeding
against it, such indemnified party will, if a claim is to be made
against an indemnifying party under such Section, give notice to
the indemnifying party of the commencement of such claim, but the
failure to notify the indemnifying party will not relieve the
indemnifying party of any liability that it may have to any
indemnified party, except to the extent that the indemnifying party
demonstrates that the defense of such action is prejudiced by the
indemnifying party's failure to give such notice.

           (b)   If any Proceeding referred to in Section 10.6(a)
is brought against an indemnified party and it gives notice to the
indemnifying party of the commencement of such Proceeding, the
indemnifying party will be entitled to participate in such
Proceeding and, to the extent that it wishes (unless (i) the
indemnifying party is also a party to such Proceeding and the
indemnified party determines in good faith that joint
representation would be inappropriate, or (ii) the indemnifying
party fails to provide reasonable assurance to the indemnified
party of its financial capacity to defend such Proceeding and
provide indemnification with respect to such Proceeding), to
assume the defense of such Proceeding with counsel satisfactory to
the indemnified party and, after notice from the indemnifying party
to the indemnified party of its election to assume the defense of
such Proceeding, the indemnifying party will not, as long as
it diligently conducts such defense, be liable to the indemnified
party under this Section 10 for any fees of other counsel or any
other expenses with respect to the defense of such Proceeding,
in each case subsequently incurred by the indemnified party in
connection with the defense of such Proceeding, other than
reasonable costs of investigation. If the indemnifying party
assumes the defense of a Proceeding, (i) it will be conclusively
established for purposes of this Agreement that the claims made in
that Proceeding are within the scope of and subject to
indemnification; (ii) no compromise or settlement of such claims
may be effected by the indemnifying party without the indemnified

                              24

party's consent unless (A) there is no finding or admission of any
violation of legal requirements or any violation of the rights of
any Person and no effect on any other claims that may be made
against the indemnified party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying party;
and (iii) the indemnified party will have no liability with respect
to any compromise or settlement of such claims effected
without its consent. If notice is given to an indemnifying party of
the commencement of any Proceeding and the indemnifying party does
not, within ten days after the indemnified party's notice is given,
give notice to the indemnified party of its election to assume the
defense of such Proceeding, the indemnifying party will be bound by
any determination made in such Proceeding or any compromise or
settlement effected by the indemnified party.

           (c)   Notwithstanding the foregoing, if an indemnified
party determines in good faith that there is a reasonable
probability that a Proceeding may adversely affect it or its
affiliates other than as a result of monetary damages for which it
would be entitled to indemnification under this Agreement, the
indemnified party may, by notice to the indemnifying party, assume
the exclusive right to defend, compromise, or settle such
Proceeding, but the indemnifying party will not be bound by any
determination of a Proceeding so defended or any compromise or
settlement effected without its consent (which may not be
unreasonably withheld).

     10.7  PROCEDURE FOR INDEMNIFICATION -- OTHER CLAIMS.  A claim
for indemnification for any matter not involving a third-party
claim may be asserted by notice to the party from whom
indemnification is sought.

11.  GENERAL PROVISIONS.

     11.1  EXPENSES.  Seller shall bear its expenses incurred in
connection with the preparation, execution, and performance of this
Agreement and the Contemplated Transactions, including all fees and
expenses of agents, representatives, counsel, and accountants.
Seller shall cause the Acquired Company to pay  the expenses of
Buyer incurred in connection with the  preparation, execution, and
performance of this Agreement and the Contemplated Transactions,
including all fees and expenses of agents, representative, counsel
and accountants.

     11.2  PUBLIC ANNOUNCEMENTS.  Any public announcement or
similar publicity with respect to this Agreement or the
Contemplated Transactions will be issued, if at all, at such time
and in such manner as the Buyer and Seller agree.  Except as
necessary to complete the Contemplated Transactions, unless
consented to by the other parties in advance in writing or required
by legal requirements, prior to the Closing the parties shall, and
shall cause their Related Person  to, keep this Agreement strictly
confidential and may not make any disclosure of this Agreement to
any Person. Seller and Buyer will consult with each other
concerning the means by which the Acquired Company's employees,
customers, and suppliers and others having dealings with the
Acquired Company will be informed of the Contemplated Transactions.

     11.3  CONFIDENTIALITY.  Except as required by Law and except
for disclosure to their respective officers, directors, agents, and
advisors as necessary to complete the Contemplated Transaction,
between the date of this Agreement and the Closing Date, Buyer and
Seller will maintain in confidence, and will cause the directors,
officers, employees, agents, and advisors of

                              25

the Buyer and the Acquired Company to maintain in confidence, and
not use to the detriment of another party any written, oral, or
other information obtained in confidence from another party
or the Acquired Company in connection with this Agreement or the
Contemplated Transactions, unless (a) such information is already
known to such party or to others not bound by a duty of
confidentiality or such information becomes publicly available
through no fault of such party, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any
consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such
information is required by legal proceedings.

If the Contemplated Transactions are not consummated, each party
will return or destroy as much of such written information as the
other party may reasonably request.

     11.4  CPI CORP. GUARANTY.  CPI Corp. hereby guarantees the
Seller's performance of its obligations under Sections 5.14, 9.3
and 10.

     11.5  NOTICES.  All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be
deemed to have been duly given when (a) delivered by hand (with
written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the
appropriate addresses and telecopier numbers set forth below (or
to such other addresses and telecopier numbers as a party may
designate by notice to the other parties):

           (a)   CPI or Seller: Ridgedale Prints Plus, Inc.
                                1706 Washington Avenue
                                St. Louis, Missouri  63103
                                Attn: Chief Executive Officer
                                Facsimile No.: (314) 231-4233

           with a copy to:      CPI Corp.
                                1706 Washington Avenue
                                St. Louis, Missouri  63103
                                Attn: General Counsel
                                Facsimile No.: (314) 231-4233





           (b)   Buyer:         TRU Retail, Inc.
                                Attn: Theodore R. Upland III
                                2500 Bisso Lane, Building 200
                                Concord, California 94520
                                Facsimile No.: 925/602-0495


     11.6  JURISDICTION; SERVICE OF PROCESS.  Any action or
proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against any
of the parties in the courts of the State of Delaware, or, if it
has or can acquire jurisdiction, in the

                              26

appropriate United States District Court for Delaware, and each of
the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served
on any party anywhere in the world.

     11.7  FURTHER ASSURANCES.  The parties agree (a) to furnish
upon request to each other such further information, (b) to execute
and deliver to each other such other documents, and (c) to do such
other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

     11.8  WAIVER.  The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure
nor any delay by any party in exercising any right, power,
or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of
such right, power, or privilege or the exercise of any other right,
power, or privilege. To the maximum extent permitted by
Applicable Law, (a) no claim or right arising out of this Agreement
or the documents referred to in this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of  the
claim or right unless in writing signed by the other party; (b) no
waiver that may be given by a party will be applicable except in
the specific instance for which it is given; and (c) no notice to
or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as
provided in this Agreement or the documents referred to in this
Agreement.

     11.9  ENTIRE AGREEMENT AND MODIFICATION.  This Agreement
supersedes all prior agreements between the parties with respect to
its subject matter and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement
of the terms of the agreement between the parties with respect to
its subject matter.  This Agreement may not be amended except by a
written agreement executed by the party to be charged with the
amendment.

     11.10 ASSIGNMENT.  Neither party may assign this Agreement or
its rights or obligations under this Agreement without the consent
of the other party;  provided, however, that in the event the
Seller or CPI Prints Plus, Inc. are liquidated or merged into any
affiliate of the Seller, then, for purposes of this Agreement,
Seller shall mean the successor to the assets of the Seller
following such liquidation or merger.  No such liquidation or
merger shall be deemed to relieve CPI Corp of its obligations under
this Agreement, including its obligations under Section 11.4.

     11.11 SEVERABILITY.  If any provision of this Agreement is
held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     11.12 SECTION HEADINGS; CONSTRUCTION.  The headings of
Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references
to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. All words used in this Agreement will
be construed to be of such gender or number as the

                              27

circumstances require. Unless otherwise expressly provided, the
word "including" does not limit the preceding words or terms.

     11.13 TIME OF ESSENCE.  With regard to all dates and time
periods set forth or referred to in this Agreement, time is of the
essence.

     11.14 GOVERNING LAW.  This Agreement will be governed by the
laws of the State of Delaware, without regard to conflicts of laws
principles.

     11.15 COUNTERPARTS.  This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will
be deemed to constitute one and the same agreement.

          [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



                              28



     IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.

                                  RIDGEDALE PRINTS PLUS, INC.


                                  By: \s\ Russell Isaak
                                      -------------------------
                                      Name:  Russell Isaak
                                      Title: Vice President



                                  TRU RETAIL, INC.


                                  By: \s\ Theodore R. Upland, III
                                      ---------------------------
                                      Theodore R. Upland III
                                      Title:


Agreed to and accepted.


CPI CORP.


By:  \s\ Russell Isaak
    -------------------------------
    Name:   Russell Isaak
    Title:  President



















                              29




                       SCHEDULE 2.4 (a)(iii)

                  EXECUTIVE EMPLOYMENT AGREEMENT


     This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), is made
and entered into effective as of, 2001 ("Effective Date") by and
between TRU Retail, Inc. a California corporation "Employer") and
Theodore R. Upland III ("Executive").

     1.   RECITALS

          1.1  EMPLOYER.  Employer was formed to acquire all of the
stock or assets of Prints Plus, Inc., a California corporation
("PPI"), engaging in the business of owning and operating certain
mall-based print, poster and framing stores under the trade name
"Prints Plus".  Following the acquisition, Employer will engage in
the same business.

          1.2  EXECUTIVE.  Executive has significant experience and
expertise in the management of companies engaging in such business,
including as the current President and Chief Executive Officer of
Prints

          1.3  PURPOSE.  Following the contemplated acquisition,
Employer will need to employ a person of Executive's experience and
skills as its President and Chief Executive Officer.  Employer
wishes to so employ Executive, and Executive wishes to so be
employed.

NOW THEREFORE, in consideration of the covenants and agreement
herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, Employer and Executive
agree as follows regarding such matters.

     2.   AGREEMENT

          2.1  EMPLOYMENT.

               2.1.1  Employment.  Effective upon the closing of
the proposed acquisition, Employer hereby employs Executive, and
Executive hereby accepts employment by Employer, during the
Employment Period provided for hereunder as Employer's President
and Chief Executive Officer.  For as long as Executive is employed
by Employer during the term of this Agreement, Executive shall also
be elected as a member of the Board of Directors.  All prior
agreements relating to Executive's employment by PPI shall
terminate effective as of the closing of the proposed acquisition.

               2.1.2  Duties.  As President and Chief Executive
Officer of Employer,  Executive shall be the senior executive
officer with overall responsibility for
the day-to-day control, management and administration of Employer's
business as is typical for executives with similar titles in
similar companies, subject to the overall control and authority of,
and oversight by, such Employer's  Board of Directors.  Executive
shall also perform such other duties and responsibilities
commensurate with his title as the Board of Directors may from time
to time reasonably determine. In fulfilling such roles, Executive
shall devote his full business time (other than during permitted
vacation time and sick-leave) during normal business hours to the
business and affairs of Employer, use his best efforts to promote
Employer's interests, and otherwise perform faithfully and
efficiently his responsibilities hereunder, provided, however, that
it is specifically understood that Executive's service on civic or
charitable boards or committees, or with the prior written consent
of Employer's Board of Directors, other corporate boards, not
significantly interfering with his performance hereunder shall be
permitted and shall not be deemed to conflict with such
responsibilities.

          2.2  TERM OF EMPLOYMENT.

               2.2.1  Employment Period.  The term of this
Agreement shall commence effective upon, and simultaneously with,
the Closing, if any, of the acquisition transaction provided for
under that certain proposed Stock Purchase Agreement between
Employer and Ridgedale Prints Plus, Inc. a Minnesota corporation
(the "Commencement Date"), and shall continue thereafter for a
period of five (5) full years ("Employment Period"). Upon the
expiration of the initial Employment Period, and upon each
anniversary thereof, the Employment Period shall automatically be
extended for an additional one (1) year period unless Executive or
the Corporation notifies the other in writing at least sixty (60)
days prior to the commencement of any such one year period
of an intention to terminate this Agreement.  The failure of any
such Closing to occur shall result in this Agreement becoming null
and void and of no further force or effect.

               2.2.2  Termination.

                      (a) General.  The term of this Agreement
shall end at the end of the Employment Period, unless terminated
sooner pursuant to Subparagraphs 2.2.2(b), (c) and/or (d).

                      (b) Death.  This Agreement shall terminate
automatically upon Executive's death; provided, however, that any
such termination shall not terminate the rights, if any, accruing
to Executive or any beneficiary of Executive under this Agreement
and/or any Employer plan or program in which Executive participates
as of the date of his death.

                      (c) Disability.  Employer may terminate this
Agreement upon the permanent disability of Executive; provided,
however, that such termination shall not terminate the rights, if
any, accruing to Executive or any beneficiary of Executive
under this Agreement and/or any Employer plan or program in which
Executive participates as of the date of his disability. For
purposes of this Agreement, "permanent disability" shall mean the
inability of Executive to perform substantially all of the services
contemplated under Paragraph 2.1.2 for a period of at east one
hundred eighty (180) consecutive calendar days or for thirty-five
(35) weeks (whether or not consecutive) in any twelve (12) month
period on account of any sickness. injury, or other

                              2

infirmity or disability.

                      (d) Cause.  Employer may terminate the
employment of Executive hereunder upon the occurrence of any event
constituting "Cause". For purposes of this Agreement, "Cause" shall
mean only (i) any gross negligence or willful misconduct of
Executive in the performance of his duties hereunder, (ii) any act
or dishonesty or fraud of Executive with respect to Employer, (iii)
any material breach by Executive of any material obligation
hereunder which is not cured within the cure period provided for
below; or (iv) Executive's commission of any act (including but not
limited to a felony or crime involving moral turpitude) causing
material harm to the standing and reputation of Employer as
determined in good faith by the non-employee members of Employer's
Board of Directors. Any termination of Executive's employment for
purported "Cause" shall be communicated by Employer to Executive in
a written notice of termination given in accordance with Subsection
6.3, setting forth in detail the facts and circumstances claimed as
the reason for such termination and providing Executive at least
sixty (60) days to remedy any act constituting "Cause" under
Subparagraph 2.2.2(d)(iii).

          2.3  CONTINUING OBLIGATIONS OF EMPLOYER UPON TERMINATION.

               2.3.1  For Cause.  If Employer terminates
Executive's employment hereunder for Cause, this Agreement shall
terminate without further obligation of Employer to Executive
hereunder, except for the payment of Executive's Base Salary
through the date of such termination.

               2.3.2  Without Cause. If Employer terminates
Executive's employment hereunder for any reason other than Cause,
Employer shall (a) pay Executive upon such termination in one
lump-sum an amount equal to the total of (i) all bonus
payments Executive would have been entitled to receive for the year
of such termination (calculated as if Executive had remained
employed through the end or such year); and (ii) the net present
value (discounted at six percent (6%)) on the termination date of
all retirement benefits due Executive under Subparagraph 2.4.3(c);
and (b) continue paying Executive (at the time and in the manner he
would have otherwise received it) the greater of (i) all remaining
Base Salary Executive would have received through the remainder of
the Employment Period in the absence of such termination; or (ii)
an amount equal to one year's Base Salary.  Further, upon any such
termination without Cause, Executive shall become immediately and
fully vested in the retirement benefits due Executive under
Subparagraph 2.4.3(c) and all other employment related benefits
under any plan or other arrangement to which he is a party and with
respect to which his actual vesting was otherwise contingent only
upon the passage of time.  Except to the extent prohibited by
law or the terms of an applicable plan, Executive shall be entitled
to continue his participation in the Employer's health and welfare
benefit plans on the same terms as active employees through the
remaining period in which he receives payment of Base Salary
pursuant to this subparagraph.

               2.3.3  Termination Decisions.  Any termination of
Employee by Employer pursuant to subsection 2.3.1 or 2.3.2 above
shall be made exclusively by the non-employee members of Employer's
Board of Directors.  Neither Executive nor any

                              3

other employee of Employer shall be entitled to participate in
decisions regarding termination of Executive.

               2.3.3  Resignation.  If Executive terminates his
employment by Employer hereunder prior to the end of the Employment
Period, Employer shall pay Executive in one lump-sum within five
(5) days of such resignation an amount equal to the total of (a)
the amount of all base Salary and any sick/vacation pay owing or
accruing to his benefit through the date of termination, and (b)
the net present value (discounted at six percent (6%)) on the
resignation date of all retirement benefits due Executive under
Subparagraph 2.4.3(c), based on the Vesting Percentage as of the
date of Executive's resignation, calculated in accordance with
Subparagraph 2.4.3(d).

               2.3.4. No Obligation To Mitigate.  In no event shall
Executive have any obligation to mitigate any damages in connection
with any termination of his employment hereunder without Cause (by
seeking alternative employment or by any other means), and
Employer's continuing obligations under Subparagraph 2.3.2 shall
remain in full force and effect regardless of whether or not
Executive secures new employment or otherwise mitigates any damages
following any termination without Cause. Further, Employer shall
not otherwise have any right of set-off in connection with its
continuing obligations under Subparagraph 2.3.2.

          2.4  COMPENSATION.  As consideration for the performance
by Executive of his obligations under this Agreement, Employer
shall compensate Executive as follows:

               2.4.1  Base Salary.

                      (a)  General.  During the entire term of his
employment Executive shall receive a base salary ("Base Salary")
payable in equal bi-weekly installments, or at such other intervals
as salary is normally paid by Employer to its employees, at an
annual rate of at least Three Hundred Thousand Dollars
($300,000.00) first fiscal year, Three Hundred Twenty-five Thousand
($325,000.00) second fiscal year Three Hundred Fifty Thousand
($350,000.00) third fiscal year, Three Hundred Seventy-five
Thousand ($375,000.00) fourth fiscal year, and Four Hundred
Thousand ($400,000.00) fifth fiscal year.

               2.4.2  Annual Bonus.

                      (a) General.  In addition to Base Salary for
each year during the term of his employment, Executive shall
receive an annual bonus in accordance with a bonus plan which is
consistent with the bonus plan in effect for the current Fiscal
Year 2001 (attached as Exhibit A) and based on the Company's net
operating income before interest and taxes.

               2.4.3  Death, Disability and Supplemental Retirement
Benefits.

                      (a) Death Benefits.  In the event of
Executive's death, unless (1) Executive's employment with the
Corporation was terminated for Cause or (2)

                              4

Executive (or his Beneficiary) is entitled to receive Supplemental
Retirement Benefits pursuant to Subparagraph 2.4.3(c). the
Corporation shall pay to Executive's Beneficiary an annual death
benefit equal to forty percent (40%) (but not to exceed $100,000)
of the highest annual Base Salary paid to Executive from and after
February 4, 2001 for the Fiscal Year of his termination of
employment with the Corporation, payable in equal monthly
installments, commencing with the month following the month of
Executive's death and ending with the one-hundred twentieth (120th)
month following the month of Executive's death.

                      (b) Disability Benefits.  In the event of
Executive's Permanent Disability prior to attaining age 65 and
prior to termination of employment with the Corporation, unless
Executive's employment with the Corporation was terminated for
Cause, the Corporation shall pay Executive annual disability
benefits equal to forty percent (40%) (but not to exceed $100,000)
of the highest annual Base Salary paid to Executive from and after
February 4, 2001 for the Fiscal Year in which Executive
terminated employment as a result of Permanent Disability and
ending on the earlier of (i) the month in which Executive reaches
age 65 or (ii) the month of his death.  Disability benefits
pursuant to this Subparagraph (b) shall be reduced by any amounts
paid to Executive under the Corporation's long-term liability
Insurance policy, but shall not be reduced for any payments
received by Executive from social Security or from any
disability insurance coverage individually owned by Executive.


                      (c) Supplemental Retirement Benefits.

                          (1) In the event of Executive's
Retirement after completion of at least five (5) Years of Service,
unless Executive's employment with the Corporation was terminated
for Cause, the Corporation shall pay Executive retirement benefits
for ten (10) years in an annual amount equal to forty percent (40%)
(but not to exceed $100,000) or the highest annual Base Salary paid
to Executive from and after February 4, 2001 ("Supplemental
Retirement Benefits").  In the event of Executive's Retirement
before completion of five (5) Years of Service, Corporation shall
pay Executive retirement benefits based on the applicable Vesting
Percentage as set forth in Subparagraph 2.4.3(c)(4).

                          (2) Supplemental Retirement Benefits
shall be payable in one hundred twenty (120) equal monthly
installments commencing with the month following the later of (i)
the month of Executive's retirement or (ii) the month during which
Executive reaches age sixty-five (65).  If Executive dies prior to
the end of the one hundred twenty (120) month period during which
Supplemental Retirement Benefits are payable, Supplemental
Retirement Benefits shall be payable during the remainder of such
120-month period to his Beneficiary.

                          (3) Notwithstanding anything herein to
the contrary, in the event of Executive's termination of employment
with the Corporation prior to attaining age 65 as a result of
Permanent Disability, if Executive attains age 65 and his
employment with the Corporation was not terminated for Cause, the
Corporation shall pay to Executive Supplemental Retirement Benefits
set forth in this Subparagraph 2.4.3(b) in accordance with
Executive's Vesting Percentage, commencing as of the month
following the month in which Executive attains age 65;

                              5

provided, however, that any Supplemental Retirement Benefits paid
pursuant to this sentence shall be reduced by any amounts paid to
Executive under the Corporation's long-term disability insurance
policy (but shall not be reduced for any payments received by
Executive from Social Security or from any disability insurance
coverage individually owned by Executive) for the same period.

                          (4) The Supplemental Retirement Benefits
described in Subparagraph 2.4.3(c) of this Agreement shall vest in
accordance with the following schedule:

                      Commencement Date                    -  20%
                      1st Anniversary of Commencement Date -  40%
                      2nd Anniversary of Commencement Date -  60%
                      3rd Anniversary of Commencement Date -  80%
                      4th Anniversary of Commencement Date - 100%

                      (d) Survivability of Death. Disability and
Supplemental Retirement Benefits.  In the event of Executive's
Retirement, Disability or Death, Executive's entitlement to Death
and Disability Benefits pursuant to this Subsection 2.4.3(a) and
2.4.3(b) and Supplemental Retirement Benefits pursuant to
Subsection 2.4.3(c), and subject to Subsection 2.3, shall survive
the Term of Employment and Executive or his beneficiary shall be
entitled to such Death and Disability Benefits and Supplemental
Retirement Benefits based on the same terms and conditions as would
have been applicable had his death disability or retirement, as the
case may be, occurred during the Term of Employment.

               2.4.4  Vacation.  Executive shall be entitled to
five (5) weeks of paid vacation each year during the term of this
Agreement, with any unused portion thereof, at his election, being
carried over to any subsequent year or payable to him at the
end of the term of this Agreement based on his Base Salary for the
year(s) to which such unused portion(s) relates.

               2.4.5  Other Employment Benefits.  As further
compensation hereunder, Executive may participate in all other
employee compensation and benefit plans and arrangements as
Employer makes available to employees in similar positions
including, without limitation, medical, dental, disability, group
life, accidental death and travel accident insurance, savings plans
and retirement plans.

               2.4.6  Withholding.  Employer may withhold from all
compensation payable under this Agreement federal, state and local
taxes as required under applicable
laws or regulations.

          2.5  EXPENSES.  Employer shall reimburse Executive for
all reasonable and necessary expenses paid by Executive in
connection with Employers business upon

                              6

receipt of such substantiation as Employer requires in accordance
with its customary reimbursement policies and procedures.

     3.   CONFIDENTIALITY; NON-DISCLOSURE;

          Executive acknowledges that during the course of
Executive's employment by Employer hereunder, Executive shall
become acquainted with confidential information of Employer,
including, without limitation, customer identities, supplier
identities and terms, purchase terms, sales techniques, sales
procedures and equipment/supply information, equipment and supply
acquisition procedures and processes and sources, customer
evaluation procedures, customer maintenance and supply maintenance
procedures and corresponding information relating to persons, firms
and corporations which am or may become customers of Employer or
from which Employer obtains various products and supplies for sale,
resale and distribution to customers ("Confidential Information").

          As further consideration given by him hereunder, Employer
agrees that Executive will not, except as authorized by Employer in
writing, during or at any time after the termination of his
employment by Employer hereunder, directly or indirectly, use for
himself or others, or disclose, communicate, divulge, furnish to or
convey to any other person, firm, or corporation, any Confidential
Information.

          Further, Executive, upon termination of his employment
hereunder by Employer or at any other time upon Employers request,
shall deliver promptly to Employer all manuals, letters, notes,
notebooks, reports, formulations, computer programs and similar
items, memoranda, lists of customers, customer history information
and all other materials and copies thereof relating in any way to
Employer's business which are in his possession or under his
control, shall not make or retain any copies of any of the
foregoing and shall so represent to Employer.

     4.   NONCOMPETITION; NONINDUCEMENT

          (a)  Executive agrees that he will not, during the Term
of Employment and for a period of two (2) years thereafter
("Restricted Period"), for any cause or reason, directly or
indirectly, (i) engage in any business in competition with the
Corporation and its affiliates or supply or sell to current
customers of the Corporation or its affiliates; or (ii) own,
manage, control, advise, be employed by, consult with or materially
participate in or be involved in any manner with the ownership,
management, operation or control of, individually or through any
other entity or device, any business that competes with the
business conducted by the Corporation or any affiliate; provided
that the mere ownership as an investor of not more than five
percent (5%) of the securities of a corporation or other business
enterprise shall not, in and of itself, be deemed to violated this
Subsection 4(a).

          (b)  Executive agrees that for the Term of Employment and
during the Restricted Period, (i) Executive shall not use any
Confidential Information for the purpose

                              7

of inducing or attempting to induce any present, former or
prospective customer of the Corporation or its affiliates to become
a customer of Executive or any person, firm or corporation or
business association with which Executive is affiliated in any
capacity with respect to the markets supplied by the Corporation or
its affiliates; or (ii) Executive shall not directly or indirectly
solicit for employment or employ any of the Corporation's
employees to work for Executive or any business association with
which/whom Executive is affiliate or to work for any other company
in the markets supplied by the Corporation or its affiliates.

     5.   ARBITRATION.

          Any dispute or claim arising out of or in connection with
this Agreement, including any breach or alleged breach, shall be
settled by binding arbitration, provided that the prevailing party
therein, as determined by the arbitrator(s), shall be entitled to
recover from the non-prevailing party the prevailing party's
attorneys' fees and related costs incurred in connection with the
matter.

     6.   MISCELLANEOUS.

          6.1  ENTIRE AGREEMENT.  This Agreement, which includes
the referenced Exhibit A, constitutes the entire agreement and
understanding between the parties regarding the matter of
Executive's employment by Employer, supercedes all prior and
current understandings and agreements, whether written or oral,
with respect to such subject matter, and may only be modified or
amended only by written instrument executed by both parties.

          6.2  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts each of which shall constitute an original
and which together shall constitute one instrument.

          6.3  NOTICES.  All notices, demands or communications
required or permitted hereunder shall be in writing.  Any notice,
demand or other communication given under this Agreement shall be
deemed to be given if given in writing (including telex, telecopy
or similar transmission) addressed as provided below (or at such
other address as the addressee shall have specified by notice
actually received by the addresser) and if either (a) actually
delivered in fully legible form, to such address (evidenced in the
case of a telex by receipt of the correct answer back) or (b) in
the case or a letter, five days shall have elapsed after the same
shall have been deposited in the United States mails, with
first-class postage prepaid and registered or certified.

                              If to Employer, addressed to it:

                              TRU Retail, Inc.
                              2500 Bisso Lane, Building 200
                              Concord, California 44520

    With a copy to:           CPI Corp.
                              1706 Washington Avenue

                              8

                              St. Louis, Missouri 63101
                              Attention: President

                             If to Executive, addressed to him at:

                             Theodore R. Upland, III
                             41 Sugarloaf Lane
                             Alamo, California 94507

          6.4  SURVIVAL OF CERTAIN TERMS.  The terms of Paragraphs
2.3.2, 2.3.3.  2.4.3 and Sections 3, and of this Agreement shall
survive its termination.

          6.5  NO ASSIGNMENT.  Neither party may assign its rights
nor delegate its duties hereunder without the prior written consent
of the other which consent the other may give or withhold in its
absolute discretion.

          6.6  GOVERNING LAW.  This Agreement shall be governed by
and construed in accordance with the laws of the State of
California without reference to conflicts of laws principles.

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date described in the introductory
paragraph hereof and otherwise on the terms and conditions hereof.


                              TRU Retail, Inc.
                              A California corporation


                              By:__________________________

                              Title:_________________________




                              _____________________________
                              Theodore R. Upland III

















                              9

                                                        Exhibit A




ANNUAL BONUS
------------


FISCAL YEAR 2001 EBIT--$652,700.

BONUS IF 2001 EBIT OF $652,000 IS ACHIEVED: 20% OF BASE SALARY








































                              10





                        SCHEDULE 2.4(a)(iv)


                  SETTLEMENT AND SATISFACTION AGREEMENT


     THIS SETTLEMENT AND SATISFACTION AGREEMENT ("the Agreement"),
dated as of June ___, 2001 is made and entered into by and between
CPI PRINTS PLUS, INC., a Delaware corporation ("Company") and
THEODORE R. UPLAND III, an individual ("Executive").

                        PRELIMINARY STATEMENTS:

     WHEREAS,  the Company's wholly-owned subsidiary, Ridgedale
Prints Plus, Inc. ("RPP"), and TRU Retail, Inc., a California
corporation, are parties to a Stock Purchase Agreement (the
"Purchase Agreement") dated as of April ___, 2001 pursuant to which
TRU Retail, Inc. is purchasing from RPP 100% of the issued and
outstanding shares of Prints Plus, Inc., a California corporation;

     WHEREAS, the Executive, as the current sole owner of TRU
Retail, Inc., receives benefit from the consummation of the
transactions contemplated by the Purchase Agreement;

     WHEREAS, the Company and the Executive are parties to that
certain Employment Agreement dated September 30, 1997, as amended
by that First Amendment to Employment Agreement dated as of May 31,
1998 (the "Employment Agreement"); and

     WHEREAS, it is a condition of the Purchase Agreement that the
Company and the Executive enter into this Agreement.

     NOW, THEREFORE, to induce the Company to enter into the
Purchase Agreement and for other consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the
Executive hereby agree as follows:

AGREEMENT:

     1.   Termination.  Notwithstanding anything to the contrary
contained in the Employment Agreement, the parties agree that
effective on the date hereof the Employment Agreement is hereby
terminated and cancelled in its entirety, that the Employment
Agreement shall have no further force and effect and that neither
party shall have any further obligations thereunder.

     2.   Executive Release of Company.  Executive hereby releases
and forever discharges the Company, all affiliates of the Company
other than Prints Plus, Inc., and all of each of their
successors, assigns, officers, directors, agents and employees,
jointly and severally, from any and all civil and/or administrative
actions, claims, demands, rights, proceedings, causes of action of

                              1

any nature and description whatsoever, whether state or federal or
at common law, legal, equitable or regulatory in nature, known or
unknown, suspected or unsuspected, disclosed or undisclosed,
absolute or contingent, that Executive may now have, or ever had,
or can, shall or may at any time in the future have, or is or ever
was capable of asserting against the Company or any of them arising
from or in connection with the Executive's employment with the
Company, the Employment Agreement or cancellation and termination
of the Employment Agreement, whether for death, disability,
supplemental retirement and other benefits provided for
in the Employment Agreement or any plan of the Company, or
otherwise, including, without limitation, any and all such actions,
claims, demands, rights, proceedings and causes of action of
and/or for wrongful discharge, breach of contract, employment,
re-employment, back pay, front pay, wages, additional pay,
attorney's fees, additional benefits, injunctive relief, and/or
damages of any kind; and of all claims under all federal, state,
and local statutes, regulations, and ordinances, and state and
federal common law, including, but not limited to, claims or rights
under the Age Discrimination in Employment Act, the Older Workers'
Benefit Protection Act, the Americans with Disabilities Act, the
Family and Medical Leave Act, Title VII of the Civil Rights Act of
1964, as amended, or any similar law of any state relating to civil
rights, the Employee Retirement Income Security Act of 1974,
California Workers' Compensation law or any similar law of any
other state relating to workers' compensation benefits, and the
National Labor Relations Act.

     3.   Consideration.  As sole consideration for its obligations
and undertakings herein, the Company shall deliver to Executive on
the Effective Date (as that term is defined in Section 4 hereof),
by cash or wire transfer, immediately available funds in the amount
of Two Hundred Thirteen Thousand Eighty Six and 00/100 Dollars
($213,086.00), sufficiency of which is hereby acknowledged by
Executive.

     4.   Executive Acknowledgement.  Executive acknowledges: (a)
having read this entire Agreement; (b) fully understanding the
terms and effects of this Agreement; (c) having been advised by the
Company to, and of the right to, discuss all aspects of this
Agreement with an attorney prior to its execution; (d) having been
advised of the right to take twenty-one (21) calendar days in which
to consider whether to accept the terms of this Agreement; (e)
having been advised of the right to revoke this Agreement for up to
the seven (7) calendar days after signing it, and that this
Agreement shall not be effective until the expiration of such seven
(7) day period (the day immediately following such expiration being
the "Effective Date"); and (f) having freely executed this
Agreement for the purposes of inducing the payment by the Company.

     5.   Authority of Signatories to this Agreement.  Each party
hereto expressly represents and warrants that the person executing
this Agreement is fully and duly authorized to bind that party to
all the terms hereof and that it is the sole owner of the claims
being released herein.

     6.   Entire Agreement.  This Agreement constitutes and
expresses the entire understanding, agreement and undertaking of
the parties with respect to the subject matter hereof,
and supercedes all prior agreements, if any, written or oral.
There is no understanding,

                              2

agreement, undertaking, representation or warranty, express or
implied, which in any way limits, extends, defines or relates to
the subject matter of this Agreement that is not incorporated
herein.

     7.   Counterparts.  This Agreement may be executed on any
number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

     8.   Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

     9.   Amendments in Writing.  None of the terms or provisions
of this Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the Company and
Executive.

     10.  Section Headings.  The section headings used in this
Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in
the interpretation hereof.

     11.  Successors and Assigns.  This Agreement shall be binding
upon the successors and assigns of Executive and shall inure to the
benefit of the Company and its successors and assigns.

     12.  Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the
substantive laws (other than conflict laws) of the State of
Delaware. Each of the parties hereby (i) consents to the personal
jurisdiction of the state and federal courts located in the State
of Delaware in connection with any controversy related to this
Agreement; (ii) waives any argument that venue in any such forum is
not convenient, (iii) agrees that any litigation initiated by the
other party in connection with this Agreement shall be venued
only in a state or federal court located in the State of Delaware;
and (iv) agrees that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law.




         [Remainder of this Page Intentionally Left Blank.]










































                              3



     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, all with the approval of their respective counsel, on
the date provided next to the signature of each party.

                              "Executive"


                              ________________________________
                              Theodore R. Upland III


                              "Company"

                              CPI PRINTS PLUS, INC.

                              By:   __________________________
                              Name: __________________________
                              Title:__________________________
































                              4




                       SCHEDULE 3.1

The Acquired Company is not qualified in its name to conduct
business in the following jurisdictions:

 Idaho         - qualified as Ridgedale Prints Plus, Inc. d/b/a
                 Wall Decor and More

 Illinois      - foreign qualification revoked in February 1996 for

                 failure to file annual report since March 1995

 Maryland      - qualified as Maryland Prints Plus, Inc.

 Missouri      - foreign qualification revoked in March 1999 for
                 failure to file annual reports since March 1995;
                 reinstatement in progress

 New Hampshire - qualified as Ridgedale Prints Plus, Inc.

 Wisconsin     - foreign qualification revoked in October 1999 for
                 failure to file annual report since 1998


































                        SCHEDULE 3.5


Met Life Dental (began August 2000)

Prudential Long Term Disability Plan (began July 2000)

Great West One Health Plan (began May 2000)

Prudential Basic Life AD&D Insurance (first $20,000 falls under
Great West policy, includes optional term life insurance)

     CPI Corp. Stock Option Plan and Stock Option Agreements -
     includes Prints Plus employees









































                       SCHEDULE 10.2

Prints Plus, Inc. Litigation

1.)  Daroga v. Prints Plus - personal injury on July 26, 1999
     Case # C003112, filed November 2, 2000
     Superior Court of CA, County of Contra Meza
     Attorney:   Grace Medonia
                 Joseph Costello & Assoc., Walnut Creek, CA
     Adjuster:   Tony Kier
                 Travelers

2.)  McKee v. Prints Plus - personal injury
     Case # 0006-06530, filed June 27, 2000
     Circuit Court of Oregon, Multnomah County
     Attorney:   Don McClain
                 Tooze, Duden, Creamer, Frank & Hutchison,
                  Portland, OR
     Adjuster:   Toni Bowes
                 Travelers

3.)  Freimuth v. Prints Plus - retaliation for invoking Workers
      Compensation and discrimination based on a perceived
      disability
     Case # STEMIW000828-11424, filed August 28, 2000
     Oregon Bureau of Labor and Industries, Portland Office
     Attorney:   Tracy Smith
                 Heller Ehrman, San Francisco, CA
     Adjuster:   Marie Page
                 Travelers

4.)  Prints Plus, Inc. (an Idaho corporation) v. CPI Corp. and
      Prints Plus, Inc. (a California corporation) - trademark
     Case # CIV 00-0653-S-LMB, filed November 21, 2000
     U.S. District Court, District of Idaho
     Attorney:   Alan Nemes
                 Blackwell Sanders Peper Martin, St. Louis, MO

5.)  E.M. v. P.P., Inc. - sexual harassment
     Superior Court of New Jersey, Ocean County, Law Division
     Attorney:   Susan Hodges
                 Archer & Greiner, Haddonfield, NJ













                                                       EXHIBIT A


               LIMITED GUARANTY AND PLEDGE AGREEMENT

This Limited Guaranty and Pledge Agreement (this "Agreement"),
dated as of April ___, 2001, is made by THEODORE R. UPLAND III, an
individual with an address for notice at _______________________
("Guarantor") for the benefit of RIDGEDALE PRINTS PLUS, INC., a
Minnesota corporation, with an address for notice at 1706
Washington Avenue, St. Louis, Missouri  63103 ("RPP").

     WHEREAS, RPP and Guarantor are parties to a Stock Purchase
Agreement (the "Purchase Agreement") dated April ____, 2001
pursuant to which TRU Retail, Inc, a California corporation
("Buyer"), is purchasing from RPP 100% of the issued and
outstanding shares of Prints Plus, Inc.; a California corporation
("Company");

     WHEREAS, Guarantor, as the current sole owner of the Buyer,
receives benefit from the consummation of the transactions
contemplated by the Purchase Agreement; and

     WHEREAS, it is a condition of the Purchase Agreement that the
Guarantor guarantee performance of certain, but only certain, of
the Buyer's obligations under the Purchase Agreement and secure
such guarantee with a pledge by Guarantor of all of the issued and
outstanding stock of Buyer owned by Guarantor, each as more
specifically set forth herein.

     NOW, THEREFORE, to induce RPP to enter into the Purchase
Agreement and for other consideration the receipt and sufficiency
of which is hereby acknowledged, Guarantor hereby agrees with RPP
as follows:

     1.   Obligations Guaranteed; Guarantee Limited and
Non-Recourse.  The Guarantor hereby absolutely and unconditionally
guarantees to RPP solely the performance by Buyer of
Buyer's redemption obligations under the terms for such
specifically set forth in the Certificate of Designation--Preferred
Stock  attached as Exhibit B to the Purchase Agreement, and a copy
of which is attached hereto as Exhibit A (all, but only, such
redemption obligations of Buyer being the "Obligations").
Notwithstanding anything to the contrary contained in this
Agreement, the liability of Guarantor from time-to-time, if at all,
hereunder shall be a limited liability that shall not exceed the
sum of (i) the then-value (as determined by independent appraisal,
if the parties cannot themselves agree) of the Pledged Shares (as
that term is defined in Paragraph 10), or the proceeds from the
sale of the Pledged Shares, then owned by Guarantor at the time of
any then applicable enforcement action or other action hereunder,
plus (ii) all reasonable costs and expenses, including without
limitation, all court costs and attorneys' and paralegals' fees,
paid or incurred by RPP in endeavoring to collect all or any part
of such liability from, or in prosecuting any action regarding the
Obligations against, Guarantor.  In all events, the value of
the Pledged Shares, or so many of them, as Guarantor may then own
at the time of any then applicable enforcement or other action
hereunder shall be the sole source of recovery by and security of
RPP in connection with Guarantor's guarantee of the Obligations,
and in no event shall Guarantor have any obligation to pay any
monies or deliver any other assets in satisfaction of such
guarantee except for Pledged Shares up to the value thereof then
subject to claim(s) by RPP under this Agreement, but limited in all
cases to the aggregate value of all then remaining Pledged Shares
then owned by Guarantor and to no other assets of Guarantor.

     For clarity, notwithstanding anything to the contrary
contained in this Agreement, the liability of Guarantor with
respect to its guarantee hereunder of the Buyer's performance of
the Obligations shall be "non-recourse," with the exception of the
then-value of the Pledged Shares pledged by Guarantor as the
Pledged Collateral hereunder.  Accordingly, RPP agrees (i) not to
seek to procure or accept payment out of any assets of Guarantor,
other than the then-value of the Pledged Shares comprising the
Pledged Collateral, whether personal or otherwise, or to seek
any judgment for any sums or obligations which are or may be
payable or owing under this Agreement, as well as any claim or
judgment (except as hereafter provided) for any deficiency
and (ii) in the event that any suit is brought on this Agreement,
any judgment obtained against Guarantor in such a suit shall be
enforced only against the Pledged Shares comprising Pledged
Collateral to the extent of their then-value.  Nothing in this
paragraph shall be deemed to (i) be a release of the obligations of
Guarantor under this Agreement, nor the pledge hereunder of the
Pledged Collateral, (ii) preclude RPP from enforcing any of its
rights under this Agreement, except as expressly stated in this
paragraph, (iii) prejudice the rights of RPP as to any of the
conditions of this Agreement, or (iv) preclude RPP from securing a
personal judgment against Guarantor, its successors and assigns,
for damages suffered due to any acts of fraud, misrepresentation or
criminal acts by Guarantor in connection with this Agreement.

     2.   Unconditional Guarantee.  No act or thing need occur to
establish the liability of the Guarantor hereunder, and no act or
thing, except full payment, performance and discharge of all of the
Obligations, shall in any way exonerate the Guarantor hereunder or
modify, reduce, limit or release the Guarantor's liability
hereunder. This is an absolute, unconditional and continuing
guarantee of payment and performance of the Obligations and shall
continue to be in force and be binding upon the Guarantor until all
of the Obligations are paid and performed in full.

     3.   Insolvency of Guarantor. If Guarantor shall be or become
insolvent (however defined), then RPP shall have the right to
declare immediately due and payable, and the Guarantor will
forthwith pay to RPP, the full amount of all of the Obligations. If
Guarantor voluntarily commences or there is commenced involuntarily
against Guarantor a case under the United States Bankruptcy Code,
the full amount of all of the Obligations, whether due and
payable or unmatured, shall be immediately due and payable without
demand or notice thereof.

     4.   Subrogation.  The Guarantor will not exercise or enforce
any right of contribution, reimbursement, recourse or subrogation
available to the Guarantor as to any of the Obligations,
or against any person liable therefor, or as to any collateral
security therefor, unless and until all of the Obligations shall
have been fully paid, performed and discharged.

     5.    RPP's Rights.  RPP shall not be obligated by reason of
its acceptance of this Agreement to engage in any transactions with
or for Buyer.  Whether or not any existing relationship between the
Guarantor and Buyer has been changed or ended and whether or not
this Agreement has been revoked, RPP may enter into transactions
resulting in the continuance of the Obligations and may otherwise
agree, consent to or suffer the continuance of any of the
Obligations, without any consent or approval by the Guarantor and
without any prior or subsequent notice to the Guarantor.  The
Guarantor's liability shall not be affected or impaired
by any of the following acts or things (which RPP is expressly
authorized to do, omit or suffer from time to time, both before and
after revocation of this Agreement, without consent or approval by
or notice to the Guarantor): (i) any acceptance of collateral
security, guarantors, accommodation parties or sureties for any or
all of the Obligations; (ii) one or more extensions or renewals of
the Obligations (whether or not for longer than the original
period) or any modification of the interest rates or maturities, if
any, or other contractual terms applicable to any of the
Obligations or, except as otherwise agreed by RPP and Guarantor,
any amendment or modification of any of the terms or provisions of
the Purchase Agreement or other agreement under which the
Obligations or any part thereof arose; (iii) any waiver or
indulgence granted to Buyer, any delay or lack of diligence in the
enforcement of the Obligations or any failure to institute
proceedings, file a claim, give any required notices or otherwise
protect any of the Obligations; (iv) any full or partial release
of, compromise or settlement with, or agreement not to sue, Buyer
or Guarantor or other person liable in respect of any of the
Obligations; (v) any release, surrender, cancellation or other
discharge of any evidence of the Obligations or the acceptance of
any instrument in renewal or substitution therefor; (vi) any
failure to obtain collateral security (including rights of setoff)
for the Obligations, or to see to the proper or sufficient creation
and perfection thereof, or to establish the priority thereof, or to
preserve, protect, insure, care for, exercise or enforce any
collateral security; or any modification, alteration, substitution,
exchange, surrender, cancellation, termination, release or other
change, impairment, limitation, loss or discharge of any collateral
security; (vii) any collection, sale, lease or disposition of, or
any other foreclosure or enforcement of or realization on, any
collateral security; and (viii) any manner, order or method of
application of any payments or credits upon the Obligations.  The
Guarantor waives any and all defenses and discharges available to
a surety, Guarantor or accommodation co-obligor.

     6.   Waivers by Guarantor.  Subject to the limitations to the
then-value of Pledged Shares on RPP's recourse and/or security
hereunder, Guarantor waives any and all defenses, claims, setoffs
and discharges of Buyer, or any other obligor, pertaining to the
Obligations, except the defense of discharge by payment and
performance in full. Without limiting the generality of
the foregoing, but subject to the limitations to Pledged Shares on
RPP's recourse and/or security hereunder, Guarantor will not
assert, plead or enforce against RPP any defense of waiver,
release, discharge or disallowance in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency
statute, fraud, incapacity, minority, usury, illegality or
unenforceability which may be available to Buyer or any other
person liable in respect of any of the Obligations, or any setoff
available against RPP to Buyer or any other such person, whether or
not on account of a related transaction. Subject to the limitations
to the then-value of the Pledged Shares on RPP's recourse
and/or security hereunder, the liability of the Guarantor shall not
be affected or impaired by any voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or
substantially all the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar event
or proceeding affecting, Buyer or any of its assets. The Guarantor
will not assert, plead or enforce against RPP any claim, defense or
setoff regarding it obligations hereunder available to the
Guarantor against Buyer. The Guarantor waives presentment, demand
for payment, notice of acceptance, notice of dishonor or nonpayment
and protest of any instrument or agreement evidencing the
Obligations. RPP shall not be required first to resort for
payment pr performance of the Obligations to Buyer or other
persons, or their properties, or first to enforce, realize upon or
exhaust any collateral security for the Obligations, before
enforcing this Agreement.

     7.   If Payments Set Aside, etc. If any payment applied by RPP
to the Obligations is thereafter set aside, recovered, rescinded or
required to be returned for any reason (including, without
limitation, the bankruptcy, insolvency or reorganization of Buyer
or any other obligor), the Obligations to which such payment was
applied shall for the purpose of this Agreement be deemed to have
continued in existence, notwithstanding such application, and this
Agreement shall be enforceable as to such Obligations as fully as
if such application had never been made.

     8.   Additional Obligation of Guarantor. The Guarantor's
liability under this Agreement is in addition to and shall be
cumulative with all other liabilities of the Guarantor to RPP as
guarantor, surety, endorser, accommodation co-obligor or otherwise
of any of the Obligations or obligation of Buyer, without any
limitation as to amount, unless the instrument or agreement
evidencing or creating such other liability specifically provides
to the contrary.  In the event this Agreement is placed in the
hands of an attorney for enforcement, Guarantor will reimburse RPP
for all expenses incurred in connection therewith, including
reasonable attorney's fees.

     9.   No Duties Owed by RPP. The Guarantor acknowledges and
agrees that RPP (i) has not made any representations or warranties
with respect to, (ii) does not assume any responsibility
to the Guarantor for, and (iii) has no duty to provide information
to the Guarantor regarding, the enforceability of any of the
Obligations or the financial condition of Buyer or any guarantor.
The Guarantor has independently determined the creditworthiness of
Buyer and the enforceability of the Obligations and until the
Obligations are paid and performed in full will independently and
without reliance on RPP continue to make such determinations.

     10.   Pledge. Guarantor hereby pledges to RPP, and grants to
RPP a security interest in, Guarantor's ownership interest in the
following (the "Pledged Collateral"):

                 all shares of stock of the Buyer or any ownership
     interests in any affiliate of the Buyer from time to time
     acquired by Guarantor in any manner, and the certificates
     representing such shares, and all dividends, distributions,
     cash, instruments and other property from time to time
     received, receivable or otherwise distributed in respect of or
     in exchange for any or all of such shares (collectively, the
     "Pledged Shares").

     11.  Sole Recourse and Security for Obligations.  The pledge
of the Pledged Collateral secures the payment and satisfaction of
all obligations of Guarantor now or hereafter existing under this
Agreement, and the Pledged Shares constitute the sole recourse of
RPP for satisfaction of all such obligations.  Notwithstanding any
other provision of this Agreement, including any provision as may
otherwise be construed as expanding any liability of Guarantor
hereunder beyond the amount provided for in Paragraph 1 of this
Agreement, RPP's sole security for Guarantor's liability hereunder
shall be the Pledged Collateral and RPP's sole recourse for
enforcement of Guarantor's liability hereunder shall be the
then-value of the Pledged Shares in the amount and manner provided
for in such Paragraph 1 and related provisions of this Agreement.

     12.  Delivery of Pledged Collateral.  All certificates or
instruments representing or evidencing the Pledged Collateral have
been, and any replacements therefore shall be delivered to and held
by or on behalf of RPP pursuant hereto and shall be in suitable
form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in
form and substance satisfactory to RPP.  RPP shall have the right,
after any default by Guarantor under this Agreement (a "Default")
has occurred, in its discretion and without notice to Guarantor, to
transfer to or to register in the name of RPP or any of its
nominees any or all of the Pledged Collateral, subject only to the
revocable rights specified in Section 14(a).  In addition, RPP
shall have the right at any time to exchange certificates
representing or evidencing the Pledged Shares for certificates for
a smaller or larger number of shares.

     13.  Further Assurances.  Guarantor agrees that at any time
and from time to time, at the expense of Guarantor, Guarantor will
promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or
desirable, or that RPP may request, in order to perfect and protect
any security interest granted or purported to be granted
hereby or to enable RPP to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.

     14.  Voting Rights; Dividends; Etc.

          (a)  So long as no Default shall have occurred, which
Default remains uncured for more than ninety (90) days:

               (i)    Guarantor shall be entitled to exercise any
     and all voting and other consensual rights pertaining to the
     Pledged Collateral or any part thereof for any purpose
     not inconsistent with the terms of this Agreement.

               (ii)   Guarantor shall be entitled to receive and
     retain any and all dividends or other distributions paid in
     respect of the Pledged Collateral, provided, however, that
     any and all

                      (A) dividends other than in cash in respect
               of, and instruments and other property received,
               receivable or otherwise distributed in respect of,
               or in exchange for, any Pledged Collateral;

                      (B) dividends and other distributions paid or
               payable in cash in respect of any Pledged Collateral
               in connection with a partial or total liquidation
               or dissolution or in connection with a reduction of
               capital, capital surplus or paid-in-surplus, and

                      (C) cash paid, payable or otherwise
               distributed in respect of principal of, or in
               redemption of, or in exchange for, any Pledged
               Collateral,

     shall be, and shall be forthwith delivered to RPP to hold as,
     Pledged Collateral and shall, if received by Guarantor, be
     received in trust for the benefit of RPP, be segregated from
     the other property or funds of Guarantor, and be forthwith
     delivered to RPP as Pledged Collateral in the same form as so
     received (with any necessary endorsement).

               (iii)  RPP shall execute and deliver (or cause to be
     executed and delivered) to Guarantor all such proxies an
     other instruments as Guarantor may reasonably request
     for the purpose of enabling Guarantor to exercise the voting
     and other rights which they are entitled to exercise pursuant
     to clause (i) above and to receive the dividend or interest
     payments which it is authorized to receive and retain pursuant
     to clause (ii) above.

          (b)  Upon the occurrence of a Default that is not cured
within ninety (90) days:

               (i)    All rights of Guarantor to exercise the
     voting and other consensual rights which it would otherwise be

     entitled to exercise pursuant to Section 14(a)(i) and
     to receive the dividends which it would otherwise be
     authorized to receive and retain pursuant to Section 14(a)(ii)

    shall cease, and all such rights shall thereupon become vested
     in RPP, who shall thereupon have the sole right to exercise
     such voting and other consensual rights and to receive and
     hold as Pledged Collateral such dividends and interest.

               (ii)   All dividends and other distributions which
     are received by Guarantor contrary to the provisions of clause
     (i) of this Section 14(b) shall be received in trust for
     the benefit of RPP, shall be segregated from other funds of
     Guarantor and shall be forthwith paid over to RPP as Pledged
     Collateral in the same form as so received (with any necessary
     endorsement).

     15.  Transfers and Other Liens.  Guarantor agrees that it will
not (i) sell, transfer, assign, or otherwise dispose of, or grant
any option with respect to, any of the Pledged Collateral, or (ii)
create or permit to exist any lien, security interest, or other
charge or encumbrance upon or with respect to any of the Pledged
Collateral, except for the security interest under this Agreement.
Notwithstanding the previous sentence, Guarantor shall be
permitted, upon notice to RPP, to transfer or assign all or any
part of the Pledged Collateral to or for the benefit of members of
his immediate family or as otherwise agreed by RPP and Guarantor;
provided any such transferee shall agree in writing to be bound by
the obligations of the Guarantor of this Agreement as if such
transferee was an original party hereto.

     16.  RPP Appointed Attorney-in-Fact.  Guarantor hereby
appoints RPP as Guarantor's attorney-in-fact, with full authority
in the place and stead of Guarantor and in the name of Guarantor or
otherwise, from time to time in RPP's discretion to take any action
and to execute any instrument which RPP may deem necessary or
advisable to accomplish the purposes of this Agreement, including,
without limitation, to receive, indorse and collect all instruments
made payable to Guarantor representing any dividend, or other
distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same.

     17.  RPP May Perform.  If Guarantor fails to perform any
agreement contained herein, RPP may itself perform, or cause
performance of, such agreement, and the expenses of RPP
incurred in connection therewith shall be payable by Guarantor
under Section 20.

     18.  Reasonable Care.  RPP shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is
accorded treatment substantially equal to that which RPP accords
its own property, it being understood that RPP shall not have any
responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders, or
other matters relative to any Pledged Collateral, whether or not
RPP has or is deemed to have knowledge of such matters; provided,
however, that so long as no Default shall have occurred, upon
Guarantor's written request RPP shall, in its reasonable
discretion, cooperate in connection with such matters, or (ii)
taking any necessary steps to preserve rights against any parties
with respect to any Pledged Collateral.

     19.  Remedies Upon Default.  If any Default shall have
occurred and remain uncured for more than ninety (90) days:

          (a)  RPP may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies
of a secured party on default under the Uniform Commercial Code
(the "Code") in effect in the State of Delaware at that time, and
RPP may also, with reasonable notice, sell the Pledged Collateral
or any part thereof in one or more parcels at public or private
sale, at any exchange, broker's board or at any of RPP's offices or
elsewhere, for cash, on credit or for future delivery, and upon
such other terms as RPP may deem commercially reasonable, the
parties hereto agreeing that RPP shall for all purposes be deemed
to have control over the Pledged Collateral within the meaning of
the Code.  RPP shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given.  RPP may
adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which
it was so adjourned.  With respect to any of the Pledged Collateral
that consists of securities not registered under the securities
laws of the United States or any state, Guarantor agrees that it
shall be commercially reasonable for RPP to sell the Pledged
Collateral to a buyer who will represent that he is purchasing
solely for investment and not with a view to the resale or
distribution of such securities, or in such other manner as counsel
for RPP may require to comply with applicable securities laws.


          (b)  Any and all cash proceeds received by RPP in respect
of any sale of, collection from, or other realization upon all or
any part of the Pledged Collateral may, in the discretion of RPP,
be held by RPP as collateral for, and/or then or at any time
thereafter applied (after payment of any amounts payable to RPP
pursuant to Section 20) in whole or in part by RPP against, all or
any part of the Obligations in such order as RPP shall elect.  Any
surplus of such cash or cash proceeds held by RPP and remaining
after payment in full of all the Obligations shall be paid over to
Guarantor or to whomsoever may be lawfully entitled to receive
such surplus.

     20.  Expenses.  Guarantor will upon demand pay to RPP the
amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents,
which RPP may incur in connection with (i) the custody or
preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (ii) the exercise
or enforcement of any of the rights of RPP hereunder, or (iii) the
failure by any Guarantor to perform or observe any of the
provisions hereof.

     21.  Security Interest Absolute.  All rights of RPP and
security interests hereunder, and all obligations of Guarantor
hereunder, shall be absolute and unconditional irrespective of:

          (a)  any lack of validity or enforceability of the
Purchase Agreement or any other agreement or instrument relating
thereto;

          (b)  any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to any departure from
the Purchase Agreement or any other agreement or instrument
relating thereto;

          (c)  any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Obligations; or

          (d)  any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Guarantor.

     22.  Representations and Warranties.  Guarantor hereby
represents and warrants that:

          (a)  It has the power and authority and the legal right
and capacity to execute and deliver, and to perform its obligations
under, this Agreement and has taken all necessary action to
authorize its execution, delivery and performance of this
Agreement.

          (b)  This Agreement constitutes a legal, valid and
binding obligation of Guarantor enforceable in accordance with its
terms, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors' rights
generally, general equitable principles and an implied
covenant of good faith and fair dealing.

          (c)  The Pledged Shares have been, or as soon as issued
shall be, duly authorized and validly issued and are, or as soon as
issued shall be, fully paid and non-assessable.

          (d)  Guarantor is, or as soon as issued shall be, the
legal and beneficial owner of the Pledged Collateral free and clear
of any lien, security interest, option or other charge or
encumbrance except for the security interest created by this
Agreement.

          (e)  The pledge of the Pledged Shares pursuant to this
Agreement and the delivery of the certificates representing or
evidencing the Pledged Collateral creates a valid and perfected
first priority security interest in the Pledged Collateral,
securing the payment of the Obligations.

          (f)  The execution, delivery and performance of this
Agreement will not violate any provision of any law or contractual
obligation of Guarantor and will not result in or require
the creation or imposition of any lien on any of the properties or
revenues of Guarantor pursuant to any law or contractual obligation
of the Guarantor.

          (g)  No authorization, approval, or other action by, and
no notice to or filing with, any governmental authority or
regulatory body is required either (i) for the pledge by
Guarantor of the Pledged Collateral pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by
Guarantor or (ii) for the exercise by RPP of the voting or
other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement
(except as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally).

          (h)  The Pledged Shares constitute, or as soon as issued
shall constitute, one hundred percent (100%) of the issued and
outstanding shares of stock of the Company.

     23.  Notices.  Any notice or other communication to be given
by either party hereunder ("Notice") shall be in writing, and shall
be deemed to be delivered when personally delivered, when deposited
in the U.S. Mail, if sent by certified mail, return receipt
requested, and addressed to the addresses of the parties set forth
in the introductory paragraph of this Agreement or when sent by
facsimile, with confirmation of receipt.  The date of Notice in the
case of Notice given by means other than certified mail, return
receipt requested, shall be the date of receipt by the party
receiving such Notice, and the date of Notice in the event of
Notice sent certified mail, return receipt requested, shall be the
day of depositing same in the mail as evidenced by the postmark
thereon.

     24.  Counterparts.  This Agreement may be executed on any
number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

     25.  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.

     26.  Integration.  This Agreement represents the agreement of
Guarantor with respect to the subject matter hereof and there are
no promises or representations by RPP relative to the subject
matter hereof not reflected herein.

     27.  Amendments in Writing; Cumulative Remedies.

          (a)  None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by Guarantor and RPP, provided
that any provision of this Agreement may be waived by RPP in a
letter or agreement executed by RPP or by telex or facsimile
transmission from RPP.

          (b)  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.

     28.  Section Headings.  The section headings used in this
Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in
the interpretation hereof.

     29.  Successors and Assigns.  This Agreement shall be binding
upon the successors and assigns of Guarantor and shall inure to the
benefit of RPP and its successors and assigns.

     30.  Defined Terms.  Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.

     31.  Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the
substantive laws (other than conflict laws) of the State of
Delaware. The Guarantor hereby (i) consents to the personal
jurisdiction of the state and federal courts located in the State
of Delaware in connection with any controversy related to this
Agreement; (ii) waives any argument that venue in any such forum is
not convenient, (iii) agrees that any litigation initiated by RPP
or the Guarantor in connection with this Agreement shall be
venued only in a state or federal court located in the State of
Delaware; and (iv) agrees that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other
manner provided by law.


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                  "Guarantor"


                                  ______________________________
                                  Theodore R. Upland III


                                  "RPP"

                                  Ridgedale Prints Plus, Inc..
                                  a Minnesota corporation

                                  By:
                                         ------------------------
                                  Name:
                                         ------------------------
                                  Title:
                                         ------------------------


























EXHIBIT B

           CERTIFICATE OF DESIGNATION - PREFERRED STOCK

The certificate of designation for the Preferred Stock issued as
part of the purchase price shall include the following terms, to
the extent allowable under the terms of the senior debt:

- Shares shall have an aggregate liquidation and redemption value
  equal to $12,011,000 plus the amount of any accrued but unpaid
  dividends

- No securities with any rights superior to the preferred stock

- Dividends will accrue and be paid annually at the rate of nine
  percent (9%) per year on the liquidation value of the preferred
  stock

- Buyer will be required to redeem shares of preferred stock on or
  before April 5 of each year with a liquidation value (including
  accrued but unpaid dividends) equal to the Buyer's excess cash
  flow from the prior fiscal year (with excess cash flow defined as

  the Buyer's net income after taxes plus amortization and
  depreciation expense from the prior year less an amount equal to
  approved capital expenditures and dividends paid on the preferred

  stock during the prior fiscal year)

- Preferred stock will be non-voting except the holders of the
  preferred shall have the right to elect one director until (a)
  the redemption of shares with an aggregate redemption price of at
  least 90% of the original value of the preferred stock plus
  accrued dividends, and (b) CPI has been relieved from all
  obligations to guarantee Store, office and warehouse leases.

- Holders of Preferred Stock shall have full voting rights  on all
  issues as a separate class in the event of a default in payment
  of dividends, failure to complete redemption or other typical
  default event (specified in detail in the certificate of
  designation, and similar to those in senior loan agreement)

- All outstanding preferred stock shall be redeemed on or before
  April 5, 2012, and the obligation to complete such redemption
  shall be secured by a pledge of Upland's shares of Buyer stock

- Until preferred stock redeemed, restrictions on compensation,
  perquisites and other distributions to Upland

- Until preferred stock redeemed, capital expenditures must be
  approved by the unanimous consent of the Board of Directors,
  except that Buyer may make up to $1.5 million in average annual
  capital expenditures without the unanimous consent of the Board.
  Until preferred stock redeemed, capital expenditures beyond that
  amount or for stores owned or operated by Buyer in excess of 159
  must be approved by the unanimous consent of the Board.

- Upon an initial public offering, a sale of Buyer's assets or
  stock, a merger, liquidation or similar event, the preferred
  stock will be convertible, at the holder's option, into a
  number of shares of common stock equal to the Conversion Ratio
  multiplied by the total number of shares of
  outstanding common stock as of such date, on a fully diluted
  basis after giving effect to all options, warrants or other
  rights to acquire common stock, (other than shares issuable upon
  exercise of employee stock options in an aggregate number not to
  exceed 15% of the total outstanding shares, and other shares
  issued or issuable upon the unanimous consent of the board of
  directors). The Conversion Ratio shall be a fraction, with:

     (i)  a numerator equal to the redemption value of the shares
   of preferred stock being converted plus 2,000,000 less a number
   equal to one-third of the total dividends paid on the preferred
   stock prior to the conversion date, and

     (ii) a denominator equal to the total of the cash paid and the
   liquidation value of the shares of preferred stock issued as
   part of the purchase price, plus 2,000,000.

- Buyer will deliver to holder quarterly financial information and
  any notices of default received from Buyer's senior lender

- Until the preferred stock has been redeemed, holder will have
  full right of inspection of Buyer's records

- So long as the preferred stock is outstanding, and the holder of
  the preferred stock so requests, Buyer will use KPMG as its
  certified public accountants for the annual audit of Buyer's
  financial statements

- No prepayment penalty

- Default under senior loan documents constitutes default under
  preferred stock terms, and triggers early redemption and higher
  dividend rate