0000025354-10-000046 Sample Contracts

Confidentiality, Noncompetition and Nonsolicitation Agreement
Confidentiality Agreement • April 22nd, 2010 • Cpi Corp • Services-personal services • Missouri

In consideration of my employment by CPI Corp., a Missouri corporation (the “Company”), as reflected in the Offer of Employment between myself and the Company dated December 23, 2005, which is attached hereto, I hereby agree as follows:

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PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 22nd, 2010 • Cpi Corp • Services-personal services • New York

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Agreement") is made and entered into as of this 23rd day of December, 2005 (the "Effective Date"), by and among TOYS "R" US - DELAWARE, INC. d/b/a BABIES "R" US ("Licensor") and KIDDIE KANDIDS, LLC, a Delaware limited liability company ("Licensee"), and amends and restates in its entirety that certain Agreement for Licensed Department Operations, made and entered into as of October 3, 2001, as amended, by and between Baby Superstore, Inc. d/b/a Babies "R" Us and RWS Enterprises d/b/a Kiddie Kandids (the "Original Agreement").

February 12, 2010 Mr. David Meyer, Managing Director Knightspoint Partners, LLC New York, NY 10019 RE: Amendment of Agreement Dear David:
Agreement Regarding Compensation as Chairman of the Board of Directors • April 22nd, 2010 • Cpi Corp • Services-personal services

This will confirm our agreement to amend your agreement with CPI Corp. (the “Company”) dated as of September 22, 2008 and amended as of September 25, 2009 (the Agreement”) regarding your compensation as Chairman of the Board of Directors of the Company (the “Board”) during the first quarter of the Company’s fiscal year 2010.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2010 • Cpi Corp • Services-personal services

THIS FIRST AMENDMENT to that certain Offer of Employment dated as of December 23, 2005 (the “Employment Agreement”) by and between Consumer Programs Incorporated (the “Company”) and KEITH LAAKKO (the “Executive”) is entered into as of this 30th day of December, 2008.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 22nd, 2010 • Cpi Corp • Services-personal services • Illinois

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into and effective, unless otherwise expressly stated herein, on .June 8, 2007, by and among CPI Corp.., a Delaware corporation ("Company") and LaSalle Bank National Association ("LaSalle"), as "Administrative Agent," and LaSalle and each of the other lenders, as "Lenders "

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