exh10_61.htm


    EXHIBIT
      10.61

    


    SECOND
      AMENDMENT TO THE MASTER LEASE

    


    Wal-Mart
      Stores East, LP, individually and only as to Stores (as defined in the Master
      Lease Agreement) owned, leased, or operated in AL, CT, DE, FL, GA, IN, KY,
      ME,
      MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA, RI, SC, TN, VT, VA, WI,
      WV;
      Wal-Mart Stores, Inc., individually and only as to Stores owned or leased in
      AK,
      AR, AZ, CA, CO, HI, ID, IL, IA, KS, MN, MT, NE, NV, ND, OR, SD, UT, WA, WY;
      Wal-Mart Louisiana, LLC, individually and only as to Stores owned or leased
      in
      Louisiana; and Wal-Mart Stores Texas, LLC, individually and only as to Stores
      owned or leased in Texas and as successor-in-interest to Wal-Mart Stores (each
      referred to as “Landlord” for purposes of this Master Lease as it applies to the
      Store) and CPI Corp. (“Tenant”), as successor-in-interest to Portrait
      Corporation of America, Inc. (“PCA”) enter into this Second Amendment to the
      Master Lease (this “Second Amendment”) as of the 20th day of
      August
      2007.

    


    Whereas,
      Landlord and PCA entered into the Master Lease Agreement effective June 8,
      2007
      (together with the any appendices, exhibits, attachments, and amendments, the
      “Master Lease”); and

    


    Whereas,
      Landlord consented to the Transfer; and

    


    Whereas,
      Landlord and Tenant each desire to modify the Master Lease as described more
      fully below.

    


    Now
      therefore, in consideration of the mutual promises and premises set forth above
      and below, the receipt and sufficiency of which both Tenant and Landlord
      acknowledge, Tenant and Landlord each agree as follows:

    


    
      	
              1.  

            	
              All
                references to “Wal-Mart Stores Texas, LP” are hereby deleted and replaced
                with “Wal-Mart Stores Texas, LLC.”

            


    

    


    
      	
              2.  

            	
              The
                reference in paragraph 8a(2) to February 1, 2007 is replaced with
                June 8,
                2007.

            


    

    


    
      	
              3.  

            	
              All
                other provisions of the Master Lease that are inconsistent with the
                above
                modification are amended to be consistent with the above
                modification.

            


    

    


    
      	
              4.  

            	
              This
                Second Amendment may be executed in one or more counterparts, all
                of which
                are one and the same  Amendment and all of which become
                effective on the Effective Date mentioned above.  A facsimile or
                digital signature of any party is binding upon that party as if it
                were an
                original signature.

            


    

    


    
      	
              5.  

            	
              Except
                as expressly amended herein, the Master Lease remains in full force
                and
                effect.

            


    

    


    
      	
              6.  

            	
              All
                capitalized terms used but not otherwise defined in this Second Amendment
                have the same meaning as provided in the Master
                Lease.

            


    

    


    [signature
      page to follow]

    


    


     

    


    


    


    


    


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      	Signed:	 	 
	 	Landlord:
              Wal-Mart Stores,
              Inc.	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	September
              14, 2007
	 	Don
              R. Etheredge	 	Date
	 	
              Wal-Mart
                Stores, Inc.

            	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores East, LP

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	September
              14, 2007
	 	Don
              R. Etheredge	 	Date
	 	
              Wal-Mart
                Stores East, LP

            	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores Texas, LLC

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	September
              14, 2007
	 	Don
              R. Etheredge	 	Date
	 	
              Wal-Mart
                Stores Texas, LLC

            	 	 
	 	 	 	 


    

    


    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores Louisina, LLC

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	September
              14, 2007
	 	Don
              R. Etheredge	 	Date
	 	
              Wal-Mart
                Stores Louisiana, LLC

            	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Tenant:
                CPI Corp.

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Renato
              Cataldo	 	September
              13, 2007
	 	Renato
              Cataldo	 	Date
	 	 	 	 
	 	 	 	 


    

    


    


    


     

    


    


    


    


    


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