EXHIBIT 10.102 July 21, 2005 Mr. Renato
Cataldo
1816 Woodmark Road
St. Louis, MO 63131 RE: Offer of
Employment Dear Renato: On behalf of
the Board of Directors of CPI Corporation, we are pleased to offer you the
position of Chief Operating Officer, reporting to the Chief Executive Officer,
and starting on Monday, July 25, 2005.
Under the direction of the Chief Executive Officer, your duties and
responsibilities will be that of a lead executive of the Company and include
helping plan, implement and achieve the strategies and goals of the Company as
reviewed and established by the Board.
Your principal place of employment will be St. Louis, Missouri, at the
Companys headquarters office.  This
offer includes the following terms and conditions: 1.     Base Cash Salary: Your base cash salary initially will be
$275,000 annually. Your base cash salary will be reviewed with
you no less than annually and may be adjusted from time to time by the
Compensation Committee of the Board of Directors. 2.     Restricted Stock Grant: You will be granted Restricted Stock of
CPI
in the amount of $100,000 priced at the

closing price
of the Companys common stock on the first trading day immediately prior to the
commencement date of your full-time employment with the Company. The Restricted
Stock will vest (subject to your continued employment on each vesting date) in
three equal increments at the close of each Fiscal Year during the period of
your employment, beginning with the Fiscal Year ended February, 2006. 3.     Annual Bonus: You will be eligible to participate in the
Performance Incentive
Plan of the Company as a key

 executive of
the Company.  It is anticipated that any
payment due you under this plan will be paid substantially in Restricted Shares
with annual vesting as determined by the Compensation Committee of the Board. 4.     Other Benefits: As a CPI executive, you will generally be
entitled to participate in other active benefit plans

and programs
on the same terms as the other executives in the Company.  These benefits currently include: a.
  401(k)
  Plan:  This qualified plan allows
  employees to contribute up to 25% of base salary annually. The company
  matches 50% of employee contributions up to a maximum of 5% of salary in
  common stock.  The plan is
  administered by American Express and offers a full range of investment
  options.  The required discrimination
  testing, however, substantially limits the amount highly compensated
  executives may contribute.b.
  Health/Disability:  The Companys benefit plan provides for
  competitive health care coverage and short-term disability insurance.  Employee premiums are adjusted
  annually.  Long-term disability
  insurance is also available.c.
  Life
  Insurance:  Key managers of the
  Company are eligible for life insurance equal to two times annual base salary
  to a maximum benefit of $400,000.
  Once per year, the key managers are offered an option to convert group
  term insurance in excess of $50,000 to a permanent cash value policy.  Contributions that the Company would have
  paid on the term life premiums are paid towards the permanent insurance
  premium, and the key manager pays the balance.d.
  Vacation:  You will be entitled to four weeks of paid
  vacation per year. 5.      Termination
and Severance: If your employment is terminated by the
Company without Cause at any time, you shall be entitled to a severance amount
equal to one years base salary, payable in a lump sum. If your   employment is terminated for any other reason, you will be
entitled to no benefits, except as provided by law or under the specific terms
of the Companys benefit programs in which you are then participating.  Cause as used herein shall mean any of the
following acts by or other circumstances regarding the Executive:  (i) an act committed, after the date of this
Agreement, in bad faith and to the detriment of the Company or any of its
affiliates, (ii) refusal or failure to act in substantial accordance with any
written material direction or order of the Company, (iii) repeated unfitness or
unavailability for service, disregard of the Companys rules or policies after
reasonable notice and opportunity to cure, or misconduct, but not incapacity,
(iv) entry of a final order of judgment affirming the conviction of a crime
involving dishonesty, breach of trust, or physical or emotional harm to any
person, (v) any breach or threatened breach by Executive of Sections 6, 7, 8 or
9 of this Agreement, or (vi) material breach or violation of any other
provision of this Agreement or of any other contractual obligation to the
Company or any of its affiliates.

6.     Insider
Status:  As a key executive of the Company, you will
be considered an insider subject to SEC reporting of all stock transactions
and to pre-clearance of all transactions through the Companys General Counsel.

7.     Confidentiality: You
will maintain in confidence all non-public information you learn  about the Company and its business,
including strategies, plans, prospects and financial, employee, vendor and
customer information.  You will not use,
copy or disclose any such information except as necessary to perform the
functions of your job or with the prior consent of the company.

8.     Non-Compete and Non-Solicitation:  It
is agreed that you will not be employed directly by or act in an advisory role
for any direct competitor of the Company during the period of your employment
and for a period of one year from the date of termination.

9.     Work for Hire:  As
an employee, you agree that your ideas, concepts, graphics, creative or other
products of your work will be owned by the Company, and you agree to
acknowledge the companys ownership in writing upon request from the Company.

10.     Existing
Agreements: This offer is conditioned on your
confirmation that your employment by the Company will not violate the terms of
any existing agreements to which you are a party, including but not limited to
employment agreements and agreements relating to your competitive employment.

11.     Termination
of Consulting Agreement:  Your consulting agreement with
the Company will terminate as of July 24, 2005.



We look forward to a productive and valuable relationship.



We hope you
find this offer acceptable and ask that you kindly respond by no later than
Friday, July22. We look forward to hearing from you.

Sincerely,/s/ David
  M. Meyer
  
  /s/ Paul
  C. RasmussenDavid M.
  Meyer
  Chairman of the Board
  
  Paul C.
  Rasmussen
  Chief Executive Officer-ElectAccepted
  this 21st day of  June,
  2005/s/ Renato
  CataldoRenato
  Cataldo