EXHIBIT 10.101 July 25,
  2005 Mr. Jack
Krings
36 Briarcliff
Ladue, MO 63124 RE: Consulting
Services Dear Jack: This
will confirm the terms of your engagement by CPI Corp. (CPI) for consulting
services: 1.     You
will be assist with the transition of Paul C. Rasmussen as Chief Executive
Officer, oversee field management and carry out other projects consistent with
your operational background and experience under the direction of the Chairman
of the Board. 2.     The
term of your engagement shall be for two months, commencing as of the date
following your Retirement Date, as defined in that certain Retirement and
Release Agreement of even date herewith (the Retirement and Release
Agreement).  You will be expected to
perform consulting services for a minimum of forty days during the two-month
term or at such other times as are mutually agreeable. 3.     You
will be paid Eighty Thousand Dollars ($80,000.00) for the two-month term of
your service, payable in four equal increments of $20,000 each on August 12,
2005, August 26, 2005, September 8, 2005 and September 26, 2005.  In the event that you fail to work a minimum
of 40 days during the two-month term of this agreement, you agree that the
aggregate amount payable to you for the two-month term shall be reduced by
$2,000.00 for each day worked below 40.
You will not be entitled to additional compensation for additional days
worked within the two-month term of this agreement.   In the event CPI fails to make the payments required pursuant to
this paragraph, all remaining payments shall become immediately due and
payable.  Late payments shall accrue
interest at the rate of seven percent (7%) per annum from the due date through
the date of actual payment. 4.     You
will act as an independent contractor and not as an employee of CPI. 5.     You
will be reimbursed for expenses reasonably incurred in accordance with
customary reimbursement policies established by CPI. Any such expense
reimbursement shall be paid promptly after you submit a written request and
substantiation therefore. 6.     You
will not, except as authorized in writing by CPI, copy, use or disclose to any
third parties any information relating to CPI that you receive or develop in
the course of performing services for CPI, except as may be required to perform
your obligations. 7.     CPI
shall have sole ownership of any report, recommendations or other product of
your consulting services performed pursuant to this consulting engagement. 8.     CPI
will indemnify you against and hold you harmless from any claims, actions,
damages, losses, and expenses (including reasonable attorneys fees) arising
from actions taken at the direction or request of CPI. 9.     In
the event CPI believes Krings has breached any term of this Consulting
Agreement, CPI shall identify the specific details of the alleged breach in
writing, and Krings shall have five (5) business days following receipt of
notice in which to cure the alleged breach.   10.     No
breach of this Consulting Agreement shall excuse either party from performing
its respective obligations under the Retirement and Release Agreement.

11.     In
the event litigation is commenced to enforce the provisions of this Agreement,
in addition to all other remedies and damages, the prevailing party shall be
entitled to recover attorneys fees, expert witness fees and other reasonable
and customary costs of litigation.

12.   
This letter constitutes the entire agreement between you and CPI with respect
to consulting services.

Please
acknowledge your receipt and agreement to the terms set forth herein by signing
one copy of this letter in the space provided below and returning it to me.

CPI CORP.By: /s/
  David M. MeyerDavid M.
  MeyerChairman and
  Member of the Office of theChief
  ExecutiveAcknowledged
  and agreed to 
  this 25th day of  July, 2005./s/ Jack KringsJack Krings