FIRST
      AMENDMENT




TO
      PURCHASE AGREEMENT









This
      FIRST AMENDMENT, dated as of July 15, 2005 (the “ Amendment ”),
      is
      made and entered into with respect to the Purchase Agreement among PCA LLC
      (the
“ Company ”),
      the
      guarantors named therein, 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,
      the Company and the Purchasers have agreed to enter into a waiver (the
“ Waiver ”)
      of
      certain provisions of Section 6.1(a) of the Purchase Agreement concurrently
      with
      this Amendment,





WHEREAS,
      the parties hereto desire to amend the Purchase Agreement as set forth
      herein,







NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements contained herein, the parties hereto hereby agree as
      follows:





Section
      1.1  Amendments
      to Section 1 .
      Section
      1 of the Purchase Agreement is hereby amended by
      inserting the following definition in its proper alphabetical
      location :





“ 2005
      Refinancing ”
      means
      the Refinancing of the Credit Agreement by the Company with (i) one or more
      debt
      facilities with banks or other institutional lenders providing for revolving
      loans, term loans, senior secured notes or other extensions of credit in the
      original aggregate principal amount of up to $60 million and (ii) a letters
      of
      credit facility with banks or other institutional lenders providing for the
      issuance of letters of credit in the original aggregate principal amount of
      up
      to $20 million.





Section
      1.2  Amendments
      to Section 8 .





(a)  Section
      8
      of the Purchase Agreement is hereby amended by replacing Section 8.1(b) in
      its
      entirety as follows:





“(b)  The
      Company will not, directly or indirectly, in any event incur any Indebtedness
      that purports to be by its terms (or by the terms of any agreement governing
      such Indebtedness) subordinated to any other Indebtedness of the Company unless
      such Indebtedness is also by its terms (or on the terms of any agreement
      governing such Indebtedness) subordinated to the Notes to the same extent and
      in
      the same manner as such Indebtedness is subordinated to such other Indebtedness
      of the Company. No Subsidiary Guarantor will, directly or indirectly, in any
      event incur any Indebtedness that purports to be by its terms (or by the terms
      of any agreement governing such Indebtedness) subordinated to any other
      Indebtedness of such Guarantor unless such Indebtedness is also by its terms
      (or
      on the terms of any agreement governing such Indebtedness) subordinated to
      the
      Guarantee of such Guarantor to the same extent and in the same manner as such
      Indebtedness is subordinated to such other Indebtedness of such
      Guarantor.”







(b)  Section
      8
      of the Purchase Agreement is hereby amended by adding a new Section 8.1(e)
      to
      the Purchase Agreement as follows:





“(e)  The
      Company will not, directly or indirectly, incur, create, issue, assume,
      guarantee, permit to exist or otherwise become liable for any Senior
      Indebtedness other than (1) Senior
      Indebtedness referenced in clause (i) of the definition thereof with
      respect to the Credit Documents up to a total of $60 million (plus all
      Obligations (other than for principal) of the Company and its Restricted
      Subsidiaries in respect of such Senior Indebtedness) **** and
      (2) a
      total of $165 million in respect of (x) the Senior Notes (or notes issued in
      exchange therefore prior to the date hereof) and (y) any Refinancing
      Indebtedness Refinancing the Senior Notes (or notes issued in exchange therefore
      prior to the date hereof). No Guarantor will, directly or indirectly, incur,
      create, issue, assume, guarantee, permit to exist or otherwise become liable
      for
      any Guarantor Senior Indebtedness other than (1) Guarantor Senior Indebtedness
      referenced in clause (i) of the definition thereof with respect to the Credit
      Documents up to a total of $60 million (plus all Obligations (other than for
      principal) of the Company and its Restricted Subsidiaries in respect of such
      Guarantor Senior Indebtedness) and (2) a total of $165 million in respect of
      (x)
      the Senior Notes (or notes issued in exchange therefore prior to the date
      hereof) and (y) any Refinancing Indebtedness Refinancing the Senior Notes (or
      notes issued in exchange therefore prior to the date hereof).”





(c)  Section
      8
      of the Purchase Agreement is hereby amended by adding a new Section 8.1(f)
      to
      the Purchase Agreement as follows:





“(f)  None
      of
      the Company or any of the Guarantors will, directly or indirectly, in any event
      incur, create, issue, assume, guarantee, permit to exist or otherwise become
      liable for any Indebtedness that (1) is Indebtedness of the Company or such
      Guarantor that is not subordinated in right of payment to the Notes or the
      Guarantee of such Guarantor, as applicable, other than Senior Indebtedness,
      in
      the case of the Company, or Guarantor Senior Indebtedness, in the case of a
      Guarantor, in each case permitted by Section 8.1(e) of this Purchase Agreement
      or (2) ranks *pari
      passu* with the
      Notes or such Guarantor’s Guarantee, as the case may be (other than up to $20
      million of Indebtedness incurred in accordance with clause (10) of the
      definition of “Permitted Indebtedness” in connection with the 2005 Refinancing
      or, without duplication, any Refinancing thereof).”





Section
      1.3  Amendments
      to Section 12. Section
      12 of the Purchase Agreement is hereby amended by adding a new Section 12.1(i)
      to the Purchase Agreement as follows:





“(i)  there
      is
      a Default or Event of Default (as such terms are used in the Holdco Purchase
      Agreement) under 6.1(f) of the Holdco Purchase Agreement.”








Section
      2.  Expenses .
      The
      Company acknowledges that Section 16.1 of the Purchase Agreement applies to
      the
      Waiver, this Amendment and all matters related to or arising out of discussions
      between the Company and the Purchasers in respect of the 2005 Refinancing,
      and
      any previously proposed refinancing or waiver; provided ,
      that
      the Company will not be required to pay any costs, fees or expenses of any
      legal
      counsel of the Purchasers pursuant to this Section 2 in excess of $50,000 in
      the
      aggregate for work completed through the date of this Amendment (the
“ Legal
      Counsel Fees ”).





Section
      3.  Reference
      to and Effect on the Financing Documents .
      On and
      after the Amendment Effective Date, each reference in the Purchase Agreement
      to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the
      Purchase Agreement, and each reference in the Financing Documents to “the
      Purchase Agreement”, “thereunder”, “thereof” or words of like import referring
      to the Purchase Agreement, shall mean and be a reference to the Purchase
      Agreement as amended by this Amendment. The execution, delivery and
      effectiveness of this Amendment and the amendment of the Purchase Agreement
      as
      provided herein shall not, except as expressly provided herein, operate as
      a
      waiver, termination, rescission, repudiation, relinquishment, amendment,
      modification or supplement of any right, power, privilege, remedy or obligation
      of any party arising, created or existing under or by virtue of the Purchase
      Agreement or of any provision of the Purchase Agreement. The parties hereto
      agree that except as expressly amended herein, all of the provisions of the
      Purchase Agreement and the other Financing Documents are and shall remain in
      full force and effect in accordance with the terms thereof and are hereby in
      all
      respects ratified and confirmed.




Section
      4.  Counterparts .
      This
      Amendment may be executed by one or more of the parties to this Amendment on
      any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument. Delivery of an
      executed signature page of this Amendment by facsimile transmission shall be
      effective as delivery of a manually executed counterpart hereof.




Section
      5.  Effective
      Date .
      This
      Amendment shall become effective as of the date (the “ Amendment
      Effective Date ”)
      on
      which (x)(1) this Amendment and (2) the Waiver shall have been executed and
      delivered by each of the Company and each of the Holders of Notes and (y) the
      Legal Counsel Fees have been paid in full. The parties hereto agree that the
      Waiver shall not become effective until the Amendment Effective
      Date.




Section
      6.  Governing
      Law .
      This
      Amendment shall be construed and enforced in accordance with, and the rights
      of
      the 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.







IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.







PCA
      LLC




By:
            /s/
                Donald Norsworthy___




Name:
      Donald Norsworthy




Title:
      Executive Vice President and Chief Financial Officer







Guarantors:




Portrait
      Corporation of America, Inc.


American
      Studios,
      Inc.


PCA
      National
      LLC


PCA
      Photo Corporation
      of Canada, Inc.


Photo
      Corporation of
      America


PCA
      Finance
      Corp.




By:  /s/
      Donald Norsworthy ___


Name:
      Donald
      Norsworthy


Title:
      Executive Vice
      President and Chief Financial Officer:





PCA
      National of Texas
      LP




By:  PCA
      National LLC,


its
      general
      partner




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