EXHIBIT 10.99 June 1, 2005 Mr. Stephen
A. Glickman

          15714 Trapp
Ridge Cour

          Chesterfield,
MO  63017

          RE:
Consulting Services Dear
Steve: This
will confirm the terms of your engagement by CPI Corp. (CPI) for consulting
services: 1.     You
will be assigned special projects consistent with your operational background
and experience  under the direction of
the Office of the Chief  Executive,
including but not limited to a range of studio improvement initiatives.  You may also be asked to assist in the
evaluation, planning and launch of various new ventures. 2.     The
term of your engagement shall be for six months, commencing as of Monday
following the  Retirement Date, as
defined in that certain Retirement and Release Agreement of even date herewith
(the Retirement and Release Agreement), during which time CPI will offer you a
minimum of 110 days of consulting work and you will be expected to provide a
minimum of one hundred ten (110) days    of
consulting services at such times as are mutually agreeable. 3.     You
will be paid One Hundred Thousand Dollars ($100,000.00) for the six-month term
of your service, payable in semi-monthly increments of $8,333 each.  In the event that you fail to work a minimum
of 110 days during the six-month term of this agreement, you agree that the
aggregate amount payable to you for the six-month term shall be reduced by
$800.00 for each day worked below 110.
You will not be entitled to additional compensation for additional days
worked within the six-month term of this agreement.   In the event CPI fails to make the semi-monthly 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 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 Glickman has breached any term of this Consulting
Agreement, CPI shall identify the specific details of the alleged breach in
writing, and Glickman 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 the 
  Chief ExecutiveAcknowledged
  and agreed to
  this 8th day of July,
  2005./s/ Stephen
  A. GlickmanStephen A.
  Glickman