CPI CORP
CPI CORP SIXTH AMENDMENT TO SEARS LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>4
<FILENAME>cpiex1054.txt
<DESCRIPTION>CPI CORP SIXTH AMENDMENT TO SEARS LICENSE AGREEMENT
<TEXT>
           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.54 - SIXTH AMENDMENT TO LICENSE AGREEMENT

             SIXTH AMENDMENT TO LICENSE AGREEMENT
                      Finite #195-020
                    Vendor #000-404-285

     THIS SIXTH AMENDMENT TO LICENSE AGREEMENT ("SIXTH
AMENDMENT") is made as of ____________________, 2002 by and
between SEARS ROEBUCK AND CO., a New York corporation ("SEARS"),
and CONSUMER PROGRAMS INCORPORATED, a Missouri corporation ("LICENSEE").

     REFERENCE is made to the License Agreement made and entered into as of
January 1, 1999 as previously amended (the "LICENSE AGREEMENT") by and
between Sears and Licensee for the sale of products and services (the
"LICENSED BUSINESS") at On Premises locations.

     WHEREAS, Licensee desires to operate a mobile photography
business in child care centers in the United States that will
not use Sears Tradenames or Marks in its name (the "CHILDCARE BUSINESS")
and that will not be considered a Competitive
Business as defined in the License Agreement; and

     WHEREAS, Licensee and Sears agree to exclude the Childcare
Business from the provisions of SECTION 5.18 of the License Agreement;

NOW, THEREFORE, Sears and Licensee agree as follows:

     1.  SECTION 5.18 as set forth in the Second Amendment to License
Agreement, dated as of November 10, 1999, and the Fifth
Amendment to License Agreement of even date, shall be amended by
inserting the following paragraph before the final paragraph:

     Licensee's ownership and operation of the Childcare Business
     shall not be deemed a Competitive Business and shall not
     violate the provisions of this Section 5.18; provided that
     the Childcare Business shall be distinguished from
     Licensee's operations in the Designated Locations as set
     forth herein.  The Childcare Business shall (a) operate
     under Licensee's own brand; (b) not be operated in
     conjunction with any third party specialty store, department
     store, discount store or other similar retail format; and
     (c) the Childcare Business shall not use any of the
     photographers or facilities from the Designated Locations.

     2.  The parties agree to amend SECTION 2.1 of the License Agreement
by inserting the following paragraph as the final paragraph of this S
ection as follows:

     USE OF SEATS MARKS FOR CHILDCARE BUSINESS.  Sears hereby
     grants Licensee the limited right to use the name SEARS
     PORTRAIT STUDIOS and the Sears Marks that do not include
     the name "SEARS" or any derivation thereof that are used by
     Licensee in the operation of Sears Portrait Studios in the
     Childcare Business.  Licensee may use the Licensed Business
     Name or Marks only in communicating with customers and
     prospective customers, including advertising to or
     other communications with child care centers and parents or
     guardians of children who attend any child care centers
     served by Licensee ("CHILDCARE BUSINESS CUSTOMERS").  The
     form and content of Licensee's use of the Licensed Business
     Name and Marks in any such communications or advertising
     shall be subject to the prior written approval of Sears.
     Except as agreed for cross marketing purposes with Sears
     Portrait Studio, Licensee shall have no right to use the
     Licensed Business Name or Marks in the Child Care Business.
     Any names and marks used by Licensee in the Childcare
     Business (other than the Sears Marks) shall be the sole
     property of Licensee and Sears shall claim no ownership
     rights therein.

     3.  SECTOIN 4.1 of the License Agreement is hereby amended
to include the following as the final sentence of this Section:

     Licensee shall pay Sears a commission on the Childcare
     Business ("Sears Childcare Commission") as set forth on
     EXHIBIT A-1, attached hereto and incorporated herein by
     reference.

     4.  SECTION 8.2 of the License Agreement is amended by
adding the following as the final paragraph of this Section:

         Sears shall, at Licensee's request, furnish a point of
     sale terminal ("POS Terminal") for Licensee's use in the
     Childcare Business.  Such POS Terminals shall be comparable
     to those used by Licensee in its On Premises Locations and
     shall have the capability of processing a Sears Card (as
     defined below) and any other credit cards Sears may accept
     from time to time.  Licensee shall immediately return such
     POS Terminal to Sears upon demand and Sears shall have the
     right to take possession of the POS Terminal at any time
     without prior notice to Licensee.

5. The parties agree that SECTION 9.2 and SCHEDULE 9.2,
as amended, of the License Agreement shall specifically apply to
acceptance of Credit Cards through the Sears POS for the
Childcare Business.

     6.  SECTION 9.3 of the License Agreement is hereby amended
by inserting the following after the first sentence:

     For the Childcare Business only, Licensee shall submit an
     accounting at the end of each week of the Gross Sales, the
     returns, allowances and customer adjustments made during
     such week and all credit sales documents for transactions
     completed that week to Sears at the location designated in
     writing by Sears.

Except as expressly modified by this Sixth Amendment, all other
provisions of the License Agreement shall remain in full force
and effect. To the extent that the terms of this Sixth Amendment
are inconsistent with any of the terms of the License Agreement,
the terms of this Sixth Amendment shall supercede and govern.

     IN WITNESS WHEREOF, Sears and Licensee have signed this
Sixth Amendment as of the date set forth above by their duly
authorized officers and agents.

                              SEARS, ROEBUCK AND CO.

                              By: /s/ John Pigott
                                  -----------------------------
                                      John Pigott
                              Its: Vice President of Sears,
                                    Roebuck and Co.
                                   ----------------------------

                              CONSUMER PROGRAMS INCORPORATED

                              By: /s/ Jack Krings
                                  ----------------------------
                                      Jack Krings
                              Its: Vice President,
                                    Consumer Programs, Inc.

































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