Exhibit 10.68 

REVOLVING CREDITAGREEMENT

        THISREVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of the20th day of June, 2003, by and between CPI CORP., a Delaware corporation(“Borrower”), and COMMERCE BANK, NATIONAL ASSOCIATION (“Bank”). 

WITNESSETH: 

        WHEREAS,Borrower has applied for a revolving credit facility from Bank consisting of revolvingcredit loans and letters of credit in an aggregate amount of up to $15,000,000.00; and 

        WHEREAS,Bank is willing to extend said revolving credit facility to Borrower upon, and subject to,the terms, provisions and conditions hereinafter set forth; 

        NOW,THEREFORE, in consideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank herebycovenant and agree as follows: 

SECTION 1. DEFINITIONS. 

        1.01Definitions. In addition to the terms defined elsewhere in this Agreement or in anyExhibit or Schedule hereto, when used in this Agreement, the following terms shall havethe following meanings (such meanings shall be equally applicable to the singular andplural forms of the terms used, as the context requires): 

        Acquisitionshall mean any transaction or series of related transactions, consummated on or after thedate of this Agreement, by which Borrower or any Subsidiary directly or indirectly(a)acquires all or substantially all of the assets comprising one or more business unitsof any other Person, whether through purchase of assets, merger or otherwise or (b)acquires (in one transaction or as the most recent transaction in a series oftransactions) at least (i) a majority (in number of votes) of the stock and/or othersecurities of a corporation having ordinary voting power for the election of directors(other than stock and/or other securities having such power only by reason of thehappening of a contingency), (ii) a majority (by percentage of voting power) of theoutstanding partnership interests of a partnership, (iii) a majority (by percentage ofvoting power) of the outstanding membership interests of a limited liability company or(iv) a majority of the ownership interests in any organization or entity other than acorporation, partnership or limited liability company. 

        AdjustedPrime Rate shall mean the Prime Rate plus the Applicable Prime Margin. The Adjusted PrimeRate shall be adjusted automatically on and as of the effective date of any change in thePrime Rate and/or the Applicable Prime Margin. 

        Affiliateshall mean, at any time, (a) with respect to any Person, any other Person that at suchtime directly or indirectly through one or more intermediaries Controls, or is Controlledby, or is under common Control with, such first Person and (b) with respect to Borrower,(i) any Person beneficially owning or holding, directly or indirectly, Ten Percent (10%)or more of any class of voting or equity interests of Borrower or any Subsidiary, (ii) anycorporation or other entity of which Borrower and its Subsidiaries beneficially own orhold, in the aggregate, directly or indirectly, Ten Percent (10%) or more of any class ofvoting or equity interests and/or (iii) any Person who is a director or officer ofBorrower or any Subsidiary. As used in this definition, “Control” means thepossession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of a Person, whether through the ownership of voting securities,by contract or otherwise. Unless the context otherwise clearly requires, any reference toan “Affiliate” is a reference to an Affiliate of Borrower. 

        ApplicableCommitment Fee Rate, Applicable LIBOR Margin and Applicable Prime Margin shall mean theper annum rate shown in the applicable column below based on the applicable ConsolidatedAdjusted Liabilities to Consolidated EBITDA Ratio: