**WAIVER**




WAIVER,
      dated as of July 15, 2005 (this “ Waiver ”)
      with
      respect to the Purchase Agreement, among PCA International, Inc. (predecessor
      to
      Portrait Corporation of America, Inc.) (the “ Company ”),
      GS
      Mezzanine Partners II, L.P. (“ GS
      Mezzanine ”)
      and GS
      Mezzanine Partners II Offshore, L.P. (“ GS
      Offshore ”
      and,
      together with GS Mezzanine, the “ Purchasers ”),
      dated
      as of June 27, 2002 (as amended through the date hereof, the “ Purchase
      Agreement ”).
      Capitalized terms used herein without definition are so used as defined in
      the
      Purchase Agreement.




**RECITALS**




WHEREAS,
      there is an existing Default under the Purchase Agreement due to the failure
      of
      the Company to deliver to the Purchasers and each Holder that is an
      Institutional Investor the audited financial statements of the Company and
      its
      Subsidiaries for the Fiscal Year ended January 30, 2005 within 90 days after
      January 30, 2005 as required under Section 6.1(a) of the Purchase Agreement
      (the
“ Existing
      Default ”).




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree as follows:




1.  Waiver .
      Subject
      to the terms and conditions hereof, the Purchasers and the Holders hereby waive
      the Existing Default and any other Default or Event of Default that may arise
      under or in connection with the failure of the Company to the deliver to the
      Purchasers and each Holder that is an Institutional Investor, pursuant to
      Section 6.1(a) of the Purchase Agreement, an audited consolidated and
      consolidating balance sheet of the Company and its Subsidiaries as of the end
      of
      the 2004 Fiscal Year and the related consolidated and consolidating statements
      of income, retained earnings, stockholders’ equity and cash flows for the year,
      audited by Deloitte & Touche or other firm of independent certified public
      accountants of nationally recognized standing reasonably acceptable to the
      Purchasers, setting forth in each case in comparative form the figures for
      the
      previous year, reported without a “going concern” or like qualification or
      exception, or qualification indicating that the scope of the audit was
      inadequate to permit such independent certified public accountants to certify
      such financial statements without such qualification or any other material
      qualification or exception.




2.  Conditions
      to Effectiveness .
      This
      Waiver shall become effective as of the date hereof upon receipt by the Company
      of counterparts of this Waiver, duly executed by the Company and the Required
      Holders.




3.  Continuing
      Effect of the Purchase Agreement .
      The
      Company, the Purchasers and the Holders hereby acknowledge and agree that the
      Purchaser Agreement shall continue to be and shall remain unchanged and in
      full
      force and effect in accordance with its terms except as expressly modified
      hereby. Any terms or conditions contained in this Waiver shall control over
      any
      inconsistent terms or conditions in the Purchase Agreement, the other Financing
      Documents and applicable law in respect of any Defaults or Events of
      Default.







4.  Counterparts .
      This
      Waiver may be executed in any number of counterparts, each of which when so
      executed shall be deemed an original but all such counterparts shall constitute
      one and the same instrument. A counterpart signature page delivered by fax
      transmission shall be as effective as delivery of an originally executed
      counterpart.




5.  GOVERNING
      LAW .
      THIS
      WAIVER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
      PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING
      CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
      APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.




6.  Headings .
      Section
      headings in this Waiver are included herein for convenience of reference only
      and shall not constitute a part of this Waiver for any other
      purpose.




[SIGNATURE
      PAGES FOLLOW]











IN
      WITNESS WHEREOF, this Waiver has been duly executed as of the date first written
      above.







PORTRAIT
      CORPORATION OF AMERICA, INC.




By: /s/
      Donald Norsworthy


Name:
      Donald Norsworthy


Title:
      Executive Vice
      President and Chief Financial Officer












GS
      MEZZANINE PARTNERS II, L.P.




By:
      GS
      Mezzanine Advisors II, L.L.C.,


its
                general partner




By: /s/
      John E. Bowman_____________


Name:
      John E.
      Bowman


Title:
      Vice
      President












GS
      MEZZANINE PARTNERS II OFFSHORE, L.P.




By:
      GS
      Mezzanine Advisors II, L.L.C.,


its
                general partner




By: /s/
      John E. Bowman_____________


Name:
      John E.
      Bowman


Title:
      Vice
      President