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2 similar License Agreement contracts by Cpi Corp

AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 23rd, 2010 • Cpi Corp • Services-personal services • New York

THIS AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”) is entered into as of this 22nd day of February, 2010 (the “Amendment Date”) by and between TOYS “R” US – DELAWARE, INC., a Delaware corporation with offices located at One Geoffrey Way, Wayne, New Jersey 07470 (“Licensor) and CPI CORP., a Delaware corporation with offices located at 1706 Washington Ave., St. Louis, Missouri 63103 (“Licensee”) and amends that certain Amended and Restated License Agreement, made and entered into as of December 23, 2005, by and between Licensor and Licensee as assignees from KIDDIE KANDIDS, LLC, (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meaning set forth in the Agreement.

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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").

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