Exhibit 10.66


    EXHIBIT
      10.66

    


    


    AGREEMENT

    


    CPI
      Corp., a Delaware corporation (the "Corporation"), and Paul C. Rasmussen
      (“Executive”) enter into this Agreement (this “Agreement”), as of the 30th day
      of October, 2006.

    


    WITNESSETH:

    


    WHEREAS,
      Executive is currently employed by the Corporation as its Chief Executive
      Officer and Corporation wishes to terminate that employment arrangement so
      the
      Executive can pursue other interests;

    


    WHEREAS,
      Corporation and Executive entered into an Employment Agreement dated July 12,
      2005 and accepted by Executive on July 13, 2005 (the “Employment
      Agreement”);

     

           
      NOW, THEREFORE, in consideration of the covenants and mutual promises herein
      contained, it is agreed as follows:

     

        1. Separation
      Date.
      Executive hereby resigns his employment and all officer positions with the
      Corporation and all of its subsidiaries effective October 10, 2006 (“Separation
      Date”).  

    


        2. Separation
      Payment.
      Following the Separation Date, in accordance with the Employment Agreement,
      the
      Corporation hereby agrees to pay Executive a lump sum payment equal to 12 months
      of his current base salary (the “Separation Payment”). This payment will occur
      as soon as administratively practicable following the Separation Date, but
      no
      later than 30 days following the Separation Date. The Corporation shall have
      the
      right to withhold from the Separation Payment and from any other payments made
      to Executive hereunder to the extent required by law or regulation, all federal,
      state and local income and other taxes applicable to such payments.


    


        3. Receipt
      of Other Compensation.
      Executive acknowledges and agrees that, other than as specifically set forth
      in
      this Agreement, following the Separation Date, Executive is not and will not
      be
      due any compensation, including, but not limited to, compensation for unpaid
      salary (except for amounts unpaid and owing for Executive’s employment with the
      Corporation prior to the Separation Date), unpaid bonus, or severance from
      the
      Corporation under the terms of the Employment Agreement, any plan or policy
      of
      the Corporation or otherwise. Executive will, however, be entitled to receive
      benefits which are vested and accrued prior to the Separation Date pursuant
      to
      the employee benefit plans of the Corporation in which Executive participates
      including any accrued but unused vacation. Participation by the Executive (if
      any) in any of the compensation or benefit plans of the Corporation as of and
      after the Separation Date shall be subject to and determined in accordance
      with
      the terms and conditions of such plans. The Corporation shall promptly reimburse
      Executive for business expenses incurred in the ordinary course of Executive’s
      employment on or before the Separation Date, but not previously reimbursed,
      provided the Corporation's policies of documentation and approval are
      satisfied.

    


        4. Executive’s
      Understanding.
      Executive acknowledges by signing this Agreement that Executive has read and
      understands this document, that Executive has conferred with or had the
      opportunity to confer with Executive’s attorney regarding the terms and meaning
      of this Agreement, that Executive has had sufficient time to consider the terms
      provided for in this Agreement, that no representations or inducements have
      been
      made to Executive except as set forth in this Agreement, and that Executive
      has
      signed the same KNOWINGLY AND VOLUNTARILY.

    


        5. Severability
      of Provisions.
      In the
      event that any one or more of the provisions of this Agreement is held to be
      invalid, illegal, or unenforceable, the validity, legality, and enforceability
      of the remaining provisions will not in any way be affected or impaired thereby.
      Moreover, if any one or more of the provisions contained in this Agreement
      are
      held to be excessively broad as to duration, scope, activity, or subject, such
      provisions will be construed by limiting and reducing them so as to be
      enforceable to the maximum extent compatible with applicable law.

    


        6. Non-Admission
      of Liability.
      Executive agrees that neither this Agreement nor the performance by the parties
      hereunder constitutes an admission by the Corporation, its subsidiaries or
      the
      officers, directors, employee or agents of the Corporation or its subsidiaries
      of any violation of any federal, state, or local law, regulation, common law,
      breach of any contract, or any other wrongdoing of any type.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

        7. Non-Assignability.
      The
      rights and benefits under this Agreement are personal to Executive and such
      rights and benefits shall not be subject to assignment, alienation, or transfer,
      except to the extent such rights and benefits are lawfully available to the
      estate or beneficiaries of Executive upon death.

    


        8. Entire
      Agreement.
      This
      Agreement sets forth all the terms and conditions with respect to compensation,
      remuneration of payments, and benefits due Executive from the Corporation and
      supersedes and replaces any and all other agreements or understandings Executive
      may have had with respect thereto, provided that the provisions of the
      Employment Agreement and the Confidentiality, Noncompetition and Nonsolicitation
      Agreement executed in connection with the Employment Agreement shall remain
      in
      full force and effect. This Agreement may not be modified or amended except
      in a
      writing signed by both Executive and an authorized representative of the
      Corporation.

    


        9. Choice
      of Law.
      The
      provisions of this Agreement shall be construed in accordance with the internal
      laws of the State of Missouri without regard to any state’s conflict of law
      principles. Any
      action brought for the interpretation, application and/or enforcement of this
      Agreement shall be brought exclusively in the United States District Court
      for
      the Eastern District of Missouri and/or the Circuit Court of St. Louis County,
      Missouri.

    


        10. Counterpart.
      This
      Agreement may be signed in single or separate counterparts each or which shall
      constitute an original.

    


        11. Notice.
      Any
      notice to be given hereunder shall be in writing and shall be deemed given
      when
      mailed by certified mail, return receipt requested, addressed as
      follows:

     

    


    To
      Executive at:

    


    1034
      Savonne Court

    Chesterfield,
      MO 63005

    


    To
      the Corporation at:

    


    1706
      Washington Avenue

    St.
      Louis, Missouri 63103

    Attention:
      ________________

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement.

    


    CPI
      CORP.

    


    
      	
              By:

            	
              /s/
                Turner White

            
	
               

              Title:

            	
              Turner
                White

              Chairman,
                Compensation Committee

            
	
              Date:

            	
              October,
                30, 2006

            


    

    


    


    
      	 	
              /s/
                Paul C. Rasmussen

            
	 	
              Paul
                C. Rasmussen

              Executive