Consulting Agreement by and between Stephen A. Glickman and CPI Corp

EXHIBIT 10.99

          Mr. Stephen A. Glickman
          15714 Trapp Ridge Cour
          Chesterfield, MO 63017
          RE: Consulting Services

          Dear Steve:

          This will confirm the terms of your engagement by CPI Corp. (“CPI”) for consulting services:

          1.     You will be assigned special projects consistent with your operational background and experience under the direction of the Office of the Chief Executive, including but not limited to a range of studio improvement initiatives. You may also be asked to assist in the evaluation, planning and launch of various new ventures.

          2.     The term of your engagement shall be for six months, commencing as of Monday following the Retirement Date, as defined in that certain Retirement and Release Agreement of even date herewith (the Retirement and Release Agreement”), during which time CPI will offer you a minimum of 110 days of consulting work and you will be expected to provide a minimum of one hundred ten (110) days of consulting services at such times as are mutually agreeable.

          3.     You will be paid One Hundred Thousand Dollars ($100,000.00) for the six-month term of your service, payable in semi-monthly increments of $8,333 each. In the event that you fail to work a minimum of 110 days during the six-month term of this agreement, you agree that the aggregate amount payable to you for the six-month term shall be reduced by $800.00 for each day worked below 110. You will not be entitled to additional compensation for additional days worked within the six-month term of this agreement. In the event CPI fails to make the semi-monthly payments required pursuant to this paragraph, all remaining payments shall become immediately due and payable. Late payments shall accrue interest at the rate of seven percent (7%) per annum from the due date through the date of actual payment.

          4.      You will act as an independent contractor and not as an employee of CPI.

          5.     You will be reimbursed for expenses reasonably incurred in accordance with customary reimbursement policies established by CPI. Any such expense reimbursement shall be paid promptly after you submit written request and substantiation therefore.

          6.     You will not, except as authorized in writing by CPI, copy, use or disclose to any third parties any information relating to CPI that you receive or develop in the course of performing services for CPI, except as may be required to perform your obligations.

          7.     CPI shall have sole ownership of any report, recommendations or other product of your consulting services performed pursuant to this consulting engagement.

          8.     CPI will indemnify you against and hold you harmless from any claims, actions, damages, losses, and expenses (including reasonable attorneys’ fees) arising from actions taken at the direction or request of CPI.