EXHIBIT
10.104 (PAGE NUMBERS
REFER TO PAPER DOCUMENT ONLY) Confidentiality,
Noncompetition and Nonsolicitation Agreement In
consideration of my employment by CPI Corp., a Missouri corporation (the Company), as reflected in the
Offer of Employment between myself and the Company dated July 21, 2005, which
is attached hereto, I hereby agree as follows: 1.     During
the term of my employment and thereafter, I agree that all records, data lists,
lists of actual or potential customers or suppliers, account information,
pricing policies, sales and promotional techniques and practices, services and
products, files, reports, notes, strategic or business plans, compilations or
other recorded matter and copies or reproductions thereof, relating to the
operation and activities of the Company and/or its affiliates which are not
generally known to the public or those persons engaged in (a) business(es)
similar to that/those conducted by the Company and/or its affiliates and which
were made or received by, or which become known to, me during the term of my
employment (hereinafter referred to as Confidential Information) are,
respectively, the exclusive property of the Company and/or its affiliates and I
hold the same as trustee for the Company and/or its affiliates and subject to
the respective control of the Company and/or its affiliates.  I therefore agree that: (i)     I will abide by any
  and all policies regarding confidentiality and with the terms and provisions
  of this Confidentiality, Noncompetition and Nonsolicitation Agreement (the
  Agreement);(ii)    I will not at any time
  during the term of this Agreement or thereafter, except in the performance of
  my duties hereunder, use or permit any third person to use or disclose
  directly or indirectly any such Confidential Information or any trade secrets
  (including, but not limited to, using or permitting any third person to use
  Confidential Information or trade secrets to solicit any customer of the
  Company or any of its affiliates;(iii)   I will return promptly upon
  termination of my employment for whatever reason, or at any time at the
  request of the board of directors of the Company (or in the event of my
  death, my personal representative will return promptly) to the board(s) at
  its direction, all Company property in my possession or control including,
  without limitation, personal computer(s), keys, credit cards, and records
  (whether stored electronically or otherwise) and including any and all copies
  of records, drawings, writings, blueprints, materials, memoranda and other
  tangible manifestations of and pertaining to Confidential Information or
  trade secrets, regardless of by or for whom the same were prepared;(iv)    in the event any of the
  restrictions contained in the covenants set forth in this Section 1 are
  deemed unreasonable by any court, the Company and I agree that the court may
  reduce such restriction(s) to ones it deems reasonable to protect the Company
  and/or its affiliates; and(v)     the Company and I
  agree that the provisions of this Section 1 will be enforced pursuant to
  Section 3 below. For purposes of this Agreement, an affiliate of the
Company means a company which either controls, is controlled by or is under
common control with the Company. 2.       (a)     During
  the term of my employment with the Company, and for a period ending one (1)
  year following the effective date of my termination of employment by the
  Company (the Non-Compete Period), I agree that I will not directly or indirectly:(i)     without the prior
  written authorization of the Company, whether alone or as an employee,
  officer, agent, consultant, entrepreneur, venturer, owner, partner or
  stockholder, engage in any business in competition with the Company or any of
  its affiliates; 1   (ii)     solicit business
  from any individual or entity that is a client, customer or supplier of the
  Company or any affiliate on the date of termination (or who was such a
  client, customer or supplier of the Company within the one (1) year prior to
  the effective date of my termination of employment by the Company);(iii)     request, induce
  or advise any such customer, or any distributor or supplier of the Company or
  any affiliate to withdraw, curtail or cancel their business with the Company
  or any affiliate;(iv)     request, induce,
  attempt to induce or advise any employees, consultants, or other personnel to
  terminate their relationships or breach their agreements with the Company or
  any affiliate; and(v)     solicit for
  employment or employ any individual employed by the Company or any affiliate
  as of the date of termination; or(vi)     directly or
  indirectly, aid or abet any other person or entity to undertake any of the
  activities described in paragraphs (i) through (v) above.(b)     Notwithstanding
anything stated herein to the contrary, the covenants set forth in this Section
2 will not apply to the passive ownership of up to five percent (5%) of the
securities of any publicly-traded corporation listed on a national securities
exchange or traded on the over-the-counter markets.

(c)     I
hereby agree and acknowledge that the duration and scope applicable to the
covenant not to compete or solicit described in this Section 2 are fair,
reasonable and necessary, that I have received adequate compensation for such
obligations, and that these obligations would not prevent me from earning a
livelihood.  If, however, for any reason
any court determines that the restrictions in this Section 2 are not
reasonable, that the consideration is inadequate or that I have been prevented
from earning a livelihood, such restrictions will be

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interpreted, modified or rewritten to include as much
of the duration and scope identified in this Section 2 as will render such
restrictions valid and enforceable.

(d)     The
Company and I agree that the provisions of this Section 2 will be enforced
pursuant to Section 3 below.

3.       I
agree that in the event of my breach or violation or attempted breach or
violation of Sections 1 and/or 2, the provisions may be enforced by an
injunction in a suit in equity, and that a temporary or preliminary injunction
or restraining order may be granted immediately upon the commencement of any
such suit and without notice.  In the
event of a breach or violation or attempted breach or violation by me of the
provisions of Section 2, I agree that an amount of time equal to the time
period during which such a breach or violation exists will be added to the
duration of the restrictions in Section 2.
The existence of any claim or cause of action I may have against the
Company or an affiliate, whether predicated on this Agreement or otherwise,
will not constitute a defense to the enforcement of my obligations hereunder.

4.       I
hereby acknowledge that upon my breach of any of the covenants contained in
this Agreement, the Company will suffer irreparable damages for which the
remedy at law will be inadequate.  I
agree and acknowledge that my violation of any of the provisions of this
Agreement shall result in a forfeiture by me of any amounts potentially payable
under the Plan, whether vested or otherwise.

5.       I
recognize that this Agreement does not set forth all terms of my employment by
the Company and that during my employment with the Company I will be required
to comply with all reasonable rules and regulations relating to such employment
as may from time to time be promulgated by the Company.  It is my understanding that the Company may
terminate my employment by it at any time, with or without Cause (as such term
is defined in the Offer of Employment.  The Company hereby acknowledges
that, except for the express covenants and conditions set forth herein and in
the Offer of Employment, I have not agreed to waive or otherwise relinquish any
rights I may otherwise have under applicable employment and/or labor laws or
pursuant to other agreements with or policies of the Company, regarding or
arising out of the termination of my employment.

6.       This
Agreement contains the entire understanding and agreement between the parties
as to the subject matter hereof and cannot be amended, modified or supplemented
in any respect, except by a subsequent written agreement entered into by both
parties.

7.       This
Agreement is binding upon and will inure to the benefit of any successor to the
Company whether by way of a merger, purchase, consolidation or otherwise.  All of the Companys affiliates and all
successors and assigns of the Company are third-party beneficiaries of the
covenants contained herein.  Such
restrictive covenants are intended for the benefit of, and may be enforced by,
the Companys successors and assigns and any of the Companys affiliates.

8.       The
Company and I further agree that, in the event of any litigation at law or at
equity with regard to the enforcement or interpretation of this Agreement, the
prevailing party

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shall be entitled to be reimbursed for all reasonable
attorneys fees and costs incurred, at trial and through all levels of appeal,
as a result of such litigation.

9.       This
Agreement shall be construed in accordance with and governed by the substantive
laws of the State of Missouri (regardless of the law that might otherwise
govern under applicable Missouri principles of conflicts of laws).

IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date shown below.

EXECUTIVE:
    CPI CORP./s/ Renato Cataldo
    By: /s/ David M. MeyerRenato Cataldo
    David M. MeyerJuly 25, 2005Its: Chairman of the
        BoardJuly
      25, 20054