SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

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1934

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     14a-6(e)(2)).
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[ ]  Definitive Additional Materials
[ ]  Soliciting Material Under Rule 14a-12.

- --------------------------------------------------------------------------------

                                    CPI CORP.
                (Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------

                         KNIGHTSPOINT PARTNERS I, L.P.,
              RAMIUS SECURITIES, LLC, RCG AMBROSE MASTER FUND, LTD.
                          and RAMIUS MASTER FUND, LTD.

     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
- -------------------------------------------------------------------------------

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[X] No fee required.

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                                       2



                             DATED JANUARY 23, 2004


                                CONSENT STATEMENT
                               TO STOCKHOLDERS OF
                                    CPI CORP.
                                       BY
                             THE KNIGHTSPOINT GROUP


      This Consent Statement and the accompanying form of written consent are
being furnished to you, the holders of shares of common stock, par value $.40
per share, of CPI Corp., a Delaware corporation, in connection with the
solicitation by Knightspoint Partners I, L.P. and other entities
participating with Knightspoint Partners I, L.P. of written stockholder
consents to take the actions described below without a meeting of the
Company's stockholders, as permitted by Delaware law.  The other entities
participating with Knightspoint Partners I, L.P. are Ramius Securities, LLC,
RCG Ambrose Master Fund, Ltd. and Ramius Master Fund, Ltd. which, together
with Knightspoint Partners I, L.P., are referred to as the Knightspoint
group.

      This Consent Statement and the accompanying WHITE consent card are first
being furnished to stockholders of the Company on or about January 23, 2004.

      The purpose of this solicitation is to remove all of the members of the
Company's board of directors other than J. David Pierson and James R. Clifford,
decrease the size of the board to eight directors and elect our six nominees to
the board. Our goal is to install a board of directors that is focused on
enhancing the value of the Company for all stockholders. In addition, we are
proposing certain actions to promote corporate democracy and place control of
the Company firmly in the hands of stockholders.

      We believe that the Company should promptly implement the following
measures which, although there can be no assurance of success, are intended to
preserve and enhance shareholder value:

      o     Implement new executive compensation policies that align the
            interests of the board of directors and management with those of the
            Company's stockholders

      o     Reduce corporate overhead by decreasing headquarters and
            administrative headcount and seek to enhance studio productivity and
            efficiency by, for example, formulating new operating systems that
            reduce burdens on studio employees and consequently enable a greater
            focus on the customer which could lead to higher sales revenue

      o     Explore ways to reduce and redirect advertising spending to seek to
            decrease the cost of customer acquisition

      o     Formulate new merchandising and marketing strategies directed at
            addressing recent declines in sittings volume, increasing the
            average sale, and enhancing utilization of existing studios,
            including exploiting potential cross-selling opportunities



      o     Sharpen focus on the core Sears portrait studio business and,
            particularly, on the deployment of emerging digital technologies and
            applications

      o     Seek to control capital spending by, among other things,
            establishing new return hurdle rates and deploying digital
            technologies judiciously while harvesting past investments

      o     Establish new processes and procedures for testing and evaluating
            all significant programs and technologies prior to full deployment
            in an effort to manage any associated execution risk (by the term
            "execution risk," we mean the risk that in their implementation
            certain new initiatives may fail, significantly overrun budgeted
            costs or disrupt existing operations)

      o     Explore ways to enhance internal communication and implement
            targeted gain-sharing and other incentive programs across all levels
            of the organization in order to seek to speed decision-making,
            address the needs of field personnel as they arise, and strengthen
            the alignment of interests between employees and stockholders

      o     Discharge substantial cash to shareholders through large-scale stock
            buybacks and/or a special distribution

Our nominees for director support these proposed actions and, if elected, will
seek to implement them. See "Introduction" for a more detailed description of
the actions which the Knightspoint group believes the Company should implement.
Except as described herein, no specific plans have been finalized by the
Knightspoint group or its nominees regarding particular measures which may be
implemented if our consent solicitation is successful, pending the opportunity
to gain more detailed insight into the Company including interviewing personnel
at all levels.

      In furtherance of its objectives, the Knightspoint group is soliciting
stockholder consents to authorize the following actions:

      1. Remove all of the members of the Company's board of directors other
than J. David Pierson and James R. Clifford. This would mean the removal of
seven of the nine current members of the Company's board of directors and any
person (other than those elected pursuant to this Consent Solicitation) elected
or appointed to the Company's board of directors to fill any vacancy caused by
removal or resignation of any director or any newly created directorships prior
to the effective time of the consents solicited by this Consent Statement,
retaining only J. David Pierson and James R. Clifford;

      2. Amend Article III of the Company's Amended By-Laws to set the size of
the board of directors at eight members;

      3. Amend Article II of the Company's Amended By-Laws to authorize
stockholders who own, individually or in the aggregate, 25% or more of the
Company's outstanding common stock, to call a special meeting of stockholders;


                                       2



      4. Amend Article III of the Company's Amended By-Laws to provide that any
vacancies in the board of directors resulting from stockholder action may be
filled only by the stockholders, and may not be filled by the directors, until
at least 20 days after creation of such vacancy;

      5. Repeal any amendments, if any, to the Company's Amended By-Laws adopted
by the board of directors after September 1, 2003, or adopted prior thereto but
not publicly disclosed prior to November 1, 2003, and prior to the effective
date of the stockholder consents solicited by this Consent Statement; and

      6. Elect the Knightspoint group's six nominees for director, consisting of
James J. Abel, Michael S. Koeneke, David M. Meyer, Mark R. Mitchell, Steven J.
Smith and John Turner White IV, to serve until the 2004 annual meeting of
stockholders.

      The Knightspoint group believes that its nominees for director will bring
to the board the judgment, experience, energy and objectivity needed to preserve
and enhance value for all the Company's stockholders.

      See "The Proposals" for a complete description of the actions proposed by
the Knightspoint group. See "Information About The Knightspoint Group" and
"Certain Other Information Regarding The Knightspoint Group And The Knightspoint
Group Nominees" for information regarding the Knightspoint group, the
Knightspoint group nominees and certain other persons who may be deemed to be
participants in this Consent Solicitation.

      Although the Knightspoint group has no reason to believe that either of
the present members of the board not subject to removal pursuant to this Consent
Solicitation will be unable or unwilling to continue to serve as a director,
there can be no assurance that either of such persons will serve as a director
if the Knightspoint group nominees are elected. The Knightspoint group nominees
may, in their discretion and based on the facts and circumstances after they
shall have assumed their positions on the board, seek certain changes in
management personnel or their responsibilities if deemed appropriate.
Accordingly, the Knightspoint group and its nominees make no representation that
the current management team will be maintained in its current form. As of the
date of this Consent Statement, neither the Knightspoint group nor its nominees
have made any determinations regarding specific changes they might seek in the
Company's management team or any specific factors they might consider in
determining any such changes in the future.

      The affirmative consent of a majority of the shares of common stock
outstanding on the record date for this Consent Solicitation, as further
discussed under "Summary Of Consent Procedure," is required to approve each of
the proposals. Each share of common stock outstanding on the record date is
entitled to one vote on each of the proposals. According to the Company's Form
10-Q for the period ended November 8, 2003, as of December 16, 2003, 8,058,956
shares of the Company's common stock were outstanding.

      On January 23, 2004, Knightspoint Partners I, L.P., as a record holder
of the Company's common stock, requested that the Company's board fix a record
date for this Consent Solicitation. Pursuant to Section 2.13 of the Company's
Amended By-laws, if the board

                                       3



does not, within ten days of the Knightspoint request, set a record date in
accordance with our request, the record date for the solicitation will be the
date on which the first signed consent is delivered to the Company. We intend to
notify you by press release as promptly as possible of the actual record date
when determined.

      Section 228 of the Delaware General Corporation Law requires that, in
order for the proposals to be adopted, the Company must receive written consents
signed by a sufficient number of stockholders to adopt the proposals within 60
days of the date of the earliest dated consent delivered to the Company.
Knightspoint Partners I, L.P., as a record holder of the Company's common stock,
expects to deliver a signed consent to the Company immediately after the record
date for our Consent Solicitation has been set, or if the Company's board does
not set a record date, ten days after the date of the request for a record date.
We will inform you by press release of the date of the earliest dated consent
delivered to the Company once such information becomes available to us. The
Company's stockholders will have 60 days from such date to consent to our
proposals.

      This Consent Solicitation is being made by the Knightspoint group and not
on behalf of the board of directors of the Company.

      The Knightspoint group recommends that you consent to each of the
proposals. Your consent is important, no matter how many or how few shares of
common stock you own. The Knightspoint group urges you to sign, date and return
the enclosed WHITE consent card promptly in accordance with the instructions set
forth below. Please do NOT sign any consent revocation card you may receive.

      The Knightspoint group urges you to read this entire Consent Statement
carefully.

      A failure to sign, date and return the WHITE consent card in a timely
manner will have the same effect as voting against the proposals. If you need
assistance in taking action with respect to this Consent Solicitation, please
call the Knightspoint group's information agent, D.F. King & Co., Inc.,
toll-free at 1-888-869-7406 or if you are a bank or broker please call collect
at 1-212-269-5550.

                                  INTRODUCTION

      The Knightspoint group seeks to preserve and enhance value for all of the
Company's stockholders. In particular, we believe the Company should promptly
implement the following measures:

      o     Implement new executive compensation policies that align the
            interests of the board of directors and management with those of the
            Company's stockholders. We believe that a significant portion of the
            compensation paid to management and the board of directors should
            consist of restricted stock and that bonuses for management should
            be tied to specific measurable, financial milestones achieved by the
            Company.

      o     Reduce corporate overhead by decreasing headquarters and
            administrative headcount and seek to enhance studio productivity and
            efficiency by, for example, formulating new operating systems that
            reduce administrative burdens on studio employees and

                                       4


            consequently enable a greater focus on the customer. We believe that
            the exploration of new operating approaches directed at streamlining
            and simplifying studio activities as well as educating the customer
            about the Company's product offerings would have the potential to
            improve efficiency and stimulate greater sales productivity by
            allowing employees to devote more time and attention to selling the
            full suite of products to the customer, with a possible favorable
            impact not just on the average sale but also, potentially, on sales
            volumes, by enhancing overall customer service and engendering more
            repeat business.

      o     Explore ways to reduce and redirect advertising spending to seek to
            decrease the cost of customer acquisition. We believe the Company
            should reduce the amount of money it spends on television
            advertising and redeploy some of these funds to more localized
            advertising efforts.

      o     Formulate new merchandising and marketing strategies directed at
            addressing recent declines in sitting volume, increasing the average
            sale and achieving enhanced utilization of existing studios,
            including exploiting potential cross-selling opportunities. We
            believe alternative approaches to merchandising and marketing may be
            appropriate to seek to achieve meaningfully higher sales through the
            Company's core Sears portrait studio business. Such new approaches
            might include, but would not be limited to, changes in pricing
            policies directed at raising average selling prices, cross-selling
            complementary products not currently offered, changing what customer
            benefits are featured in consumer advertising programs, and
            incorporating new merchandising displays and exhibits in the studios
            to educate customers on products and prices. We believe these
            strategies might, in turn, have the potential to lead to higher
            sales if they succeed in increasing customer traffic, raising the
            average sale and/or increasing overall average selling prices.

      o     Sharpen focus on the core Sears portrait studio business and,
            particularly, on the deployment of emerging digital technologies and
            applications. We believe that the Company should devote fewer
            resources to its mobile photography and Mexico studio operations.
            According to the Company's press releases of August 14 and December
            3, 2003, these activities increased S,G&A expenses by nearly $2
            million in the first half of 2003 and by an additional $3.3 million
            in the third quarter of 2003 alone. Based on this level of S,G&A
            expense and the Company's reports that its mobile photography has
            been expanded to at least 27 different markets, we believe it is
            likely that significant managerial resources are being devoted to
            these activities. We believe that reducing or eliminating these
            activities and the associated expense should make more resources
            available for use in connection with the Sears portrait studio
            business, which has historically generated all of the Company's
            profits. We believe that, in the Sears portrait studio business,
            significant attention should be devoted to seeking to reverse the
            trend of declining sittings volume through the Sears studios, and
            planning and implementing a phased rollout of digital-enabled
            technologies systemwide, among other things. As the Sears portrait
            studio business accounts for substantially all of the Company's
            sales and earnings, we believe these areas merit intensive focus on
            the part of senior management in order for the overall

                                       5


            Company to thrive. We recognize the critical importance of the
            Company's longstanding relationship with Sears and, furthermore,
            believe that the Company should rededicate itself to Sears as its
            exclusive host in the domestic market. On August 14, 2003, the
            Company announced that it had terminated the exclusivity provision
            in its agreement with Sears. We believe moving into other host
            environments at this time risks producing a divergence of interest
            with Sears (potentially even cannibalizing sales from the Company's
            existing Sears studios) and may not be warranted based on what
            appear to us to be limited growth prospects for the industry in the
            domestic market.

      o     Seek to control capital spending by, among other things,
            establishing new return hurdle rates and deploying digital
            technologies judiciously while harvesting past investments. For
            example, although outmoded or malfunctioning field equipment of
            course should be promptly replaced, we believe technically untested
            new technologies should be gradually phased-in for use while
            existing technologies are exploited for as long as they remain
            effective at delivering value to the customer.

      o     Establish new processes and procedures for testing and evaluating
            all significant new programs and technologies prior to full
            deployment in an effort to manage any associated execution risk (by
            "execution risk" we mean the risk that in their implementation
            certain new initiatives may fail, significantly overrun budgeted
            costs or disrupt existing operations). Although we have not yet
            formulated specific proposals in this regard, we believe it is
            essential that such systems be implemented given the significant
            risks that attend the upcoming transition to digital technologies. A
            rollout of these new technologies to the Company's entire studio
            base, entailing as they do not just a wholesale upgrade to existing
            equipment but also a potential transformation of the Company's
            longstanding business model (which has been based on central
            processing of analog film as opposed to on-site fulfillment of
            digital images), will likely require great expense and result in
            some measure of disruption. As a result, careful testing and
            evaluation at a level never before required will likely be needed in
            our view.

      o     Explore ways to enhance internal communication and implement
            targeted gain-sharing and other incentive programs across all levels
            of the organization in order to seek to speed decision-making,
            address the needs of field personnel as they arise, and strengthen
            the alignment of interests between employees and stockholders. We
            believe that new mechanisms should be evaluated to promote the flow
            of information between senior management and employees and to
            devolve greater authority to lower levels of the organization. In
            addition, we believe compensation for district and studio managers
            should be tied to their management of controllable expenses as well
            as measures of sales productivity and customer service.

      o     Discharge substantial cash to shareholders through large-scale stock
            buybacks and/or a special distribution. Based on publicly available
            information (as described below), we currently believe that the
            Company could return to shareholders an aggregate of at least $50
            million through one or more stock buyback programs and/or a special
            distribution while still retaining a strong credit profile. In
            addition, in the wake of a

                                       6


            large return of capital to shareholders, we propose to maintain an
            open market stock buyback program to opportunistically deploy excess
            cash flow from time to time, depending on market and other
            conditions, in a manner consistent with a moderate financial
            profile. The Company's cash and cash equivalents were reported to be
            approximately $30.5 million as of November 8, 2003, the end of the
            third fiscal quarter. If the Company were to generate the same $32.6
            million increase in cash and equivalents in the current fourth
            quarter that it reported for the fourth quarter of the prior fiscal
            year, the Company's cash and equivalents would increase to $63.1
            million by the end of the current fiscal year. Since we propose to
            use existing cash on the Company's balance sheet, such an increase
            would permit a discharge to stockholders in the $50 million range.
            Based on the Company's recent report of lower sales trends for the
            early part of the current fourth quarter compared to the fourth
            quarter of last year (as reported during the Company's December 4,
            2003 conference call regarding its third quarter results), the
            Knightspoint group presently anticipates that the increase in cash
            and equivalents in the current fourth quarter will be lower than the
            increase in the fourth quarter of last year. Assuming, however, that
            cash balances continue to be sufficient for a $50 million return to
            stockholders, and since we are proposing to use only existing cash
            on the balance sheet, we believe that the only financing required is
            likely to be a potential refinancing or renegotiation of the
            Company's outstanding senior notes and credit facility to amend
            certain restrictive covenants to permit the envisaged reduction in
            book net worth, which we believe could be accomplished through an
            amended credit facility and/or private placement borrowings. Because
            large stock buybacks may substantially reduce the Company's net
            worth (reported to be only $44.1 million as of November 8), we
            believe it advisable to communicate any such plans to the New York
            Stock Exchange as they relate to continuing qualification for
            listing. Although we believe our plans for a return of capital
            should permit continued listing on the New York Stock Exchange,
            there can be no assurance that such plans might not require the
            Company to seek a listing elsewhere, such as on NASDAQ.

      Except as described herein, no specific plans have been finalized by the
Knightspoint group or its nominees regarding particular measures which may be
implemented if our consent solicitation is successful, pending the opportunity
to gain more detailed insight into the Company including interviewing personnel
at all levels. We believe that many of the measures listed, including
transforming management incentives, applying capital controls and sharpening
focus on the core Sears portrait studio business, represent general management
principles which we expect could be implemented regardless of the financial
condition or results of operations of the Company. Regarding a potential return
of capital to shareholders, the Knightspoint group nominees expect to consider,
among other things, the financial position and results of operations of the
Company, the Company's future prospects and capital requirements, and its
competitive situation, all as they bear on the Company's on-going ability to
generate surplus cash flow. For example, reduced sittings volume as a result of
competitive pressures or other circumstances could lead the Company to expend
additional cash on promotional activities or significant capital expenditures to
upgrade studio infrastructure and therefore reduce the Company's capacity to
return cash to shareholders. Such factors as unforeseen technology upgrades, or
other new capital requirements, or reduced profit levels, could also reduce the
Company's capacity to discharge cash to shareholders. Other considerations
relevant to the potential scale of any return

                                       7


of capital would include the general level of interest rates, the ability to
refinance existing indebtedness on attractive terms to address restrictive
covenant issues, and the cash needs of the Company's operations. In any event,
the Knightspoint group nominees are determined to see that the Company retain
sufficient financial flexibility to maintain and upgrade existing studios, fully
fund a rollout of new digital technologies and pursue suitable internal growth
initiatives. Although at present the Knightspoint group believes a return of
capital in the $50 million range should be achievable (based on our belief that
approximately this amount should be available in cash and equivalents as of the
end of the current fiscal year, notwithstanding the lower sales trends recently
reported by the Company), this assessment may or may not change after the
Knightspoint nominees have had an opportunity to assess the cash needs of the
business other than solely through public sources.

      The Knightspoint group believes its nominees for director will bring to
the board the judgment, experience, energy and objectivity to assist the Company
and seek to generate value for all shareholders. Furthermore, given the
Knightspoint group's substantial stockholdings in the Company, the interests of
the Knightspoint group and the Knightspoint group nominees are directly aligned
with the interests of other stockholders. However, there can be no assurance
that the election of the Knightspoint group nominees will create or otherwise
enhance shareholder value. We encourage you to give your consent for each of our
proposals discussed in this Consent Statement.

                          SUMMARY OF CONSENT PROCEDURE

General; Effectiveness of Consents

      Section 228(a) of the Delaware General Corporation Law provides that,
unless otherwise provided in the certificate of incorporation of a corporation,
any action required to be or that may be taken at a meeting of stockholders may
be taken without a meeting, without prior notice and without a vote, if written
consents setting forth the action so taken are signed, dated and delivered to
the corporation by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present and voted. Section
228(c) of the Delaware General Corporation Law further provides that no written
consent will be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated consent delivered to the
corporation in the manner required by the Delaware corporation law, written
consents signed by a sufficient number of holders to take action are delivered
to the corporation in the manner required by the Delaware General Corporation
Law.

      The Amended Certificate of Incorporation of the Company does not prohibit
stockholder action by written consent. The Amended By-Laws of the Company
provide that the board of directors may fix a record date to determine the
stockholders entitled to consent to corporate action in writing without a
meeting. The record date is not permitted to precede the date upon which the
resolution fixing the record date is adopted by the board of directors and may
not be more than ten days after the date upon which the resolution fixing the
record date is adopted by the board of directors. Any stockholder of record
seeking to have the stockholders take corporate action by written consent is
required to request, pursuant to written notice to the Company's secretary, that
the board of directors fix a record date. The board of directors is

                                       8


required to fix the record date within ten days after such a request is
received. If the board of directors has not fixed the record date within ten
days after the request has been received, and no prior action by the board of
directors is required by applicable law for the taking of the proposed corporate
action, the record date in respect thereof will be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Company by delivery to its registered office in Delaware, its
principal place of business, or an officer or agent of the Company having
custody of the book in which proceedings of meetings of stockholders are
recorded.

      On January 23, 2004, Knightspoint Partners I, L.P., as a record holder
of the Company's common stock, in accordance with the Company's Amended By-Laws,
requested that the Company fix a record date to determine the stockholders
entitled to consent in writing to the actions proposed by the Knightspoint
group. In the event that the Company's board of directors does not fix the
record date within ten days thereafter, the Knightspoint group believes that,
pursuant to Section 2.13 of the Company's Amended By-laws, the date on which it
first delivers a signed written consent to the Company will be the record date
for purposes of this Consent Solicitation. We intend to notify you by press
release as promptly as possible of the actual record date when determined.

      According to the Company's Form 10-Q for the period ended November 8,
2003, 8,058,956 shares of common stock were outstanding as of December 16, 2003.
Each share of common stock outstanding on the record date is entitled to one
vote on each of the proposals. Accordingly, based on the number of shares
reported by the Company as outstanding on December 16, 2003, written consents by
holders representing 4,029,479 shares of common stock would be required to adopt
and approve each of the proposals. The members of the Knightspoint group intend
to submit written consents in support of all of the proposals with respect to
all the shares of common stock owned by them.

      The total number of shares owned by the Knightspoint group is 702,321
shares or approximately 8.7% of the shares of common stock reported by the
Company as outstanding as of December 16, 2003. Accordingly, based on the
8,058,956 shares of common stock reported by the Company as outstanding as of
December 16, 2003, written consents by holders representing an additional
3,327,158 shares of common stock, in addition to the written consents of the
members of the Knightspoint group, will be required to adopt and approve each of
the proposals. Section 228 of the Delaware General Corporation Law requires
that, in order for the proposals to be adopted, the Company must receive written
consents signed by a sufficient number of stockholders to adopt the proposals
within 60 days of the date of the earliest dated consent delivered to the
Company. Knightspoint Partners I, L.P., as a record holder of the Company common
stock, intends to deliver a signed consent in favor of the proposals to the
Company immediately after a record date for our Consent Solicitation has been
set, or if the Company's board does not set a record date, ten days after the
date of the request for a record date. We will inform you by press release of
the date of the earliest dated consent delivered to the Company once such
information becomes available to us. The Company's stockholders will have 60
days from such date to consent to our proposals. Each abstention and broker
non-vote with respect to any of the proposals will have the same effect as
voting against the adoption of such proposal. In accordance with the Delaware
General Corporation Law and the Company's Amended By-Laws, each of the proposals
will become effective on the date written consents

                                       9


approving each proposal from holders representing a majority of the shares of
common stock outstanding on the record date are delivered to the Company, or if
such date is not at least 20 business days after this Consent Statement is
mailed to the Company's stockholders, on the first date after the delivery of
written consents approving the proposals from holders representing a majority of
the shares of common stock outstanding on the record date that is 20 business
days after the mailing of this Consent Statement to the Company's stockholders,
WE URGE YOU TO ACT PROMPTLY to assure that your vote will count and that the
proposals can be effective and implemented as soon as possible. Consents
delivered later than 60 days after the earliest dated consent delivered to the
Company will not be effective to approve the proposals.

      The effectiveness of each of Proposals Nos. 1, 2, 4 and 6 is subject to,
and conditioned upon, the approval of the other three of such four related
proposals. The effectiveness of Proposals Nos. 3 and 5 is not subject to or
conditioned upon the approval of any other proposal.

      If any of the proposals are adopted pursuant to this Consent Solicitation,
prompt notice will be given by the Company pursuant to Section 228(d) of the
Delaware General Corporation Law to eligible stockholders who have not signed
and returned consent cards indicating consent to each of the proposals. The
Knightspoint group also expects to issue a press release indicating the results
of this Consent Solicitation after completion.

      The Knightspoint group recommends that you consent to each of the
proposals. Your consent is important. Please mark, sign and date the enclosed
WHITE consent card and return it in the enclosed postage-paid envelope promptly.
Failure to sign and return your consent card will have the same effect as voting
against the proposals.

Procedural Instructions

      If a stockholder is the record holder of shares of common stock as of the
close of business on the record date, the stockholder may elect to consent to,
withhold consent to or abstain with respect to each proposal by marking the
"CONSENTS," "WITHHOLDS CONSENT" or "ABSTAINS" box, as applicable, underneath
each such proposal on the accompanying WHITE consent card and signing, dating
and returning it promptly in the enclosed envelope. In addition, a stockholder
may withhold consent to the election of any individual Knightspoint group
nominee by writing such person's name where indicated on the consent card.

      If a stockholder returns a consent card that is signed and not marked with
respect to any proposal, the stockholder will thereby consent to that proposal
in its entirety, except that the stockholder will not thereby consent to the
election of any Knightspoint group nominee whose name is written by the
stockholder on the consent card. Failure to return a signed consent card will
have the same effect as voting against the proposals.

      Under the Delaware General Corporation Law, only stockholders of record on
the record date are eligible to give their consent to the proposals. Therefore,
the Knightspoint group urges each stockholder, even if the stockholder has
subsequent to the record date sold its shares of common stock, to grant its
consent pursuant to the enclosed WHITE consent card with respect to all shares
held as of the record date. The failure to consent by a former stockholder who
was a

                                       10


stockholder on the record date may adversely affect those who continue to be
stockholders of the Company.

      In addition, if your shares are held of record in the name of a brokerage
firm, bank nominee or other institution, only that entity can execute a consent
on your behalf and only upon receipt of your specific instructions. Accordingly,
you should sign, date and return the enclosed WHITE consent card in the envelope
provided by your broker.

Revocation of Consents

      Consents with respect to any proposal may be revoked at any time prior
to the time that the proposal becomes effective, provided that a written,
dated revocation that clearly identifies the consent being revoked is
executed and delivered either to (i) the Knightspoint group, c/o D.F. King &
Co. Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Thomas
Long or (ii) the principal executive offices of the Company at 1706
Washington Avenue, St. Louis, Missouri 63103.

      A revocation may be in written form validly signed by the record holder as
long as it clearly states that the consent previously given is no longer
effective. The Knightspoint group requests that a copy of any revocation sent to
the Company be sent to the Knightspoint group in care of D.F. King, at the
address set forth above, so that the Knightspoint group may more accurately
determine if and when consents to the proposals have been received from the
holders of the requisite number of shares of the common stock. You may revoke
any previous consent revocation by subsequently signing, dating and returning
the WHITE consent card included with this Consent Statement. In the event you
require an additional WHITE consent card, please contact D.F. King.

                                  THE PROPOSALS

      The Knightspoint group is seeking written consents from the holders of
shares of the Company's common stock to take the following actions by written
consent, without a stockholders meeting, as permitted by the Delaware
corporation law and the Company's Amended By-laws.

      The effectiveness of each of Proposals Nos. 1, 2, 4 and 6 is subject to,
and conditioned upon, the adoption of the other three of such four related
proposals.

      The Knightspoint group recommends that you consent to each of the
proposals by signing, dating and returning the enclosed WHITE consent card.

      Set forth below is a description of each of the proposals for which
consents are being solicited.

      Removal of Directors

Proposal No. 1 -- Removal of Members of the Board of Directors


                                       11



      Proposal No. 1 provides for the removal of all of the Company's
directors other than J. David Pierson and James R. Clifford.  This would mean
the removal of the following current members of the Company's board of
directors:  Edmond S. Abrain, Joanne S. Griffin, Lee M. Liberman, Ingrid
Otero-Smart, Nicholas L. Reding, Martin Sneider and Virginia V. Weldon, and
any director (other than those elected pursuant to this Consent Solicitation)
elected or appointed to the Company's board of directors to fill any vacancy
caused by the removal or resignation of any director or any newly created
directorships prior to the effective time of the consents solicited by this
Consent Statement.  This proposal is intended to remove a majority of the
incumbent directors and provide the basis for election of the Knightspoint
group's nominees.

      The Knightspoint group recommends that you consent to Proposal No. 1.

      Amendment of Amended By-Laws

Proposal No. 2 -- Modification of Provision Regarding Size of Board of the
Directors

      Proposal No. 2 provides for the amendment of Section 3.2 of Article III of
the Company's Amended By-Laws to set the number of members of the Company's
board of directors at eight. The Company's Amended By-Laws currently provide
that the board of directors shall consist of no more than nine members or such
other number, not less than three members, as may be established by amendment of
the Company's Amended By-Laws. In particular, the amendment would delete the
text of the first sentence of Article III, Section 3.2 of the Company's Amended
By-Laws and replace it with the following: "The number of directors constituting
the full Board of Directors shall be eight." This proposal is designed to
implement the Knightspoint group's proposals regarding the composition of the
board by setting the present size of the board at a level which would
accommodate the Knightspoint group's six nominees, as well as the two incumbent
directors whose removal is not being sought, but no other members.

      The Knightspoint group recommends that you consent to Proposal No. 2.

Proposal No. 3 -- Modification of Provision for Calling Special Meetings of
Stockholders

      Proposal No. 3 provides for the amendment of Section 2.2 of Article II of
the Company's Amended By-Laws to authorize stockholders who own, individually or
in the aggregate, 25% or more of the Company's outstanding common stock, to call
a special meeting of stockholders. Delaware law provides that special meetings
of the stockholders may be called by the board of directors or such other person
or persons as may be authorized by the certificate of incorporation or the
by-laws. Proposal No. 3 would grant to the Company's stockholders the ability to
call special meetings. In particular, the amendment would delete the text of
Article II, Section 2.2 of the Company's Amended By-Laws and replace it with the
following:

      "Special meetings of the stockholders, which may be held for any purpose
      or purposes, may be called at any time by the Chairman of the Board, the
      Chief Executive Officer, the President or the Board of Directors, or by
      any stockholder or stockholders of record entitled to vote at such
      meeting, provided such stockholder or stockholders beneficially or of
      record own in the aggregate at least 25% of the outstanding shares of
      common stock of the Corporation. If a special meeting is called, the
      person calling the meeting shall submit the request,

                                       12



      specifying the time of such meeting and the general nature of the business
      proposed to be transacted, such request to be delivered personally, or
      sent by registered mail or by telegraphic or other facsimile transmission
      to the Chairman of the Board, the President or the Secretary of the
      Corporation. No business may be transacted at such special meeting other
      than such business specified in the request. The officer receiving the
      request shall cause notice to be given to the stockholders entitled to
      vote at such meeting, in accordance with the provisions of Section 2.4 of
      this Article II, that a special meeting will be held at the time requested
      by such person(s) calling the meeting, provided that such meeting is not
      less than ten (10) or more than sixty (60) days after receipt of the
      request. This Section 2.2 may be amended only by action of the
      stockholders."

      The Knightspoint group believes that giving stockholders the right to call
special meetings will provide the stockholders with a means to promptly address
any legitimate concerns they may have regarding the Company and their
investment, and their interests as stockholders. In addition, we believe that
such a provision will promote greater accountability to all stockholders of the
Company on the part of each director and the rest of management. The threshold
of 25% was chosen to ensure that holders of a meaningful percentage of the
Company's common stock must join to call a special meeting, but such percentage
is not unreasonably difficult to obtain.

      The Knightspoint group recommends that you consent to Proposal No. 3.

Proposal No. 4 -- Provision for Filling Board Vacancies

      Proposal No. 4 provides for the amendment of Article III of the Amended
By-Laws to provide that any vacancies on the board of directors resulting from
stockholder action may, for a period of twenty (20) days after creation of such
vacancies, only be filled by action of the stockholders and not by the board of
directors. Thereafter, such vacancies could be filled either by action of the
stockholders or by the directors then in office. Delaware law provides that
unless otherwise provided in the certificate of incorporation or by-laws,
vacancies on the board of directors and new created directorships may be filled
by a majority of the directors then in office. The Company's Amended Certificate
of Incorporation and Amended By-Laws currently do not authorize stockholders to
fill any vacancies on the board of directors and newly created directorships.
Proposal No. 4 would vest the power to fill vacancies on the board of directors
created by stockholder action solely in the stockholders. In particular, the
amendment would add a new Section 3.12 to Article III as follows:

      "SECTION 3.12     VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
                        -----------------------------------------

      Vacancies on the Board of Directors, which have occurred as a result of
      stockholder action, may only be filled by action of the stockholders with
      or without a stockholder meeting, until at least 20 days after such
      occurrence of such vacancy, after which time such vacancies may be filled
      by action of the stockholders or by the directors then in office. If at
      any time, by reason of death or resignation or other cause, the
      Corporation should have no directors in office, then any officer, or any
      stockholder, or any executor, administrator, trustee or

                                       13


      guardian of a stockholder, or other fiduciary entrusted with like
      responsibility for the person or estate of a stockholder may call a
      special meeting of the stockholders in accordance with the provisions of
      these By-Laws, or may apply to the Court of Chancery for a decree
      summarily ordering an election as provided in Section 211 of Delaware
      General Corporation Law. This Section 3.12 may be amended only by action
      of the stockholders."

      We are proposing that only stockholders, and not directors, may fill
vacancies under the circumstances described to facilitate the election of the
Knightspoint group nominees under Proposal No. 4.

      The Knightspoint group recommends that you consent to Proposal No. 4.

Proposal No. 5 -- Repeal of certain By-Laws That May Have Been Adopted Prior
to Effectiveness of Consent

      Proposal No. 5 provides for the repeal of any amendments, if any, to the
Company's Amended By-Laws adopted by the Board or Directors after September 1,
2003, or adopted prior thereto but not publicly disclosed prior to November 1,
2003, and prior to the effective date of the stockholder consents solicited by
this Consent Statement. Proposal No. 5 is intended to ensure that any recent or
undisclosed amendments to the Company's Amended By-Laws be subject to review and
adoption, if at all, by the directors who may be newly elected by stockholders
as a result of this Consent Solicitation. The Knightspoint group is not aware of
any such amendments. If any such amendments are or have been adopted, adoption
of Proposal No. 5 could result in a repeal of bylaws that were, or could be
deemed to be, aligned with security holder interests.

      The Knightspoint group recommends that you consent to Proposal No. 5.

      Election of Directors

Proposal No. 6 -- Election of Knightspoint Group Nominees

      Proposal No. 6 provides for the election of Messrs. Abel, Koeneke, Meyer,
Mitchell, Smith and White to serve as directors until the 2004 annual meeting of
stockholders. See "Certain Other Information Regarding The Knightspoint Group
And The Knightspoint Group Nominees" for information concerning the background
and experience of the Knightspoint group nominees.

      The Knightspoint group's primary purpose in seeking to elect the
Knightspoint group nominees to the board of directors is for the Knightspoint
group nominees to implement the measures proposed by the Knightspoint group
described in the "Introduction" and "Background Of And Reasons For The Consent
Solicitation." If elected, the Knightspoint group nominees would be responsible
for managing the business and affairs of the Company. The Knightspoint group
nominees understand that, as directors of the Company, each of them has an
obligation under Delaware law to the scrupulous observance of his duty of care
and duty of loyalty to the Company and its stockholders. Accordingly, the
Knightspoint group nominees may determine

                                       14


that their fiduciary duties as directors require them to delay, modify or
determine not to implement certain of the measures proposed by the Knightspoint
group.

      Each of the Knightspoint group nominees has consented to being named
herein as a nominee for director of the Company, and has agreed to stand for
election as a director and to serve as a director, if elected.

      Although the Knightspoint group has no reason to believe that any of the
Knightspoint group nominees will be unable to serve as a director, if any
Knightspoint group nominee is not available to serve, the Knightspoint group
expects to supplement this Consent Solicitation to name another nominee (or,
subject to the proposed amendment of Article III, that the remaining
Knightspoint nominees, upon taking office, will fill the vacancy with an
individual willing to consider and implement the Knightspoint group's
proposals). Although the Knightspoint group has no reason to believe that either
of the present members of the board not subject to removal pursuant to this
Consent Solicitation will be unable or unwilling to continue to serve as a
director, there can be no assurance that either of such persons will continue to
serve as a director if the Knightspoint group nominees are elected.

      The Knightspoint group recommends that you consent to Proposal No. 6.

                    INFORMATION ABOUT THE KNIGHTSPOINT GROUP

      Members of the Knightspoint group, the Knightspoint group nominees and
certain other persons named below may be deemed to be "participants" in this
Consent Solicitation as such term is defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934. Knightspoint Partners I, L.P. is a Delaware
limited partnership formed to make investments (whether through acquiring,
holding or disposing of equity securities or otherwise) in the Company. The
address of the principal business and principal offices of Knightspoint Partners
I, L.P. is 787 Seventh Avenue, 9th Floor, New York, New York 10019.

      The general partner of Knightspoint Partners I, L.P. is Knightspoint
Capital Management I LLC, a Delaware limited liability company formed to be the
general partner of Knightspoint Partners I, L.P. The address of the principal
business and principal offices of Knightspoint Capital Management I LLC is 787
Seventh Avenue, 9th Floor, New York, New York 10019.

      The sole Member of Knightspoint Capital Management I LLC is Knightspoint
Partners LLC, a Delaware limited liability company that is engaged in the
business of acquiring, holding or disposing of investments in various companies.
The address of the principal business and principal offices of Knightspoint
Partners LLC is 787 Seventh Avenue, 9th Floor, New York, New York 10019. Each of
Michael Koeneke and David Meyer is a Managing Member of Knightspoint Partners
LLC. The business address of each of Messrs. Koeneke and Meyer is c/o
Knightspoint Partners LLC, 787 Seventh Avenue, 9th Floor, New York, New York
10019. The principal occupation of each of Messrs. Koeneke and Meyer is
investing and providing financial advisory services.

      Ramius Securities, LLC is a Delaware limited liability company and a
registered broker-dealer. The address of the principal business and principal
offices of Ramius Securities, LLC is 666 Third Avenue, 26th Floor, New York, New
York 10017.

                                       15


      The Managing Member of Ramius Securities, LLC is Ramius Capital Group,
LLC, a Delaware limited liability company that is engaged in money management
and investment advisory services for third parties and proprietary accounts. The
address of the principal business and principal offices of Ramius Capital Group,
LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.

      The Managing Member of Ramius Capital Group, LLC is C4S & Co., LLC, a
Delaware limited liability company formed to be the managing member of Ramius
Capital Group, LLC. The address of the principal business and principal offices
of C4S & Co., LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.
Each of Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss is a Managing
Member of C4S & Co., LLC. The business address of each of Messrs. Cohen, Stark
and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017. The
principal occupation of each of Messrs. Cohen, Stark and Strauss is serving as a
founding principal of Ramius Capital Group, LLC.

      RCG Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged
in investing in companies effecting extraordinary transactions.  The address
of the principal business and principal offices of RCG Ambrose Master Fund,
Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay
Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies.
The officers and directors of RCG Ambrose Master Fund, Ltd. and their
principal occupations and business addresses are set forth on Schedule I
attached to this Consent Solicitation.

      Ramius Master Fund, Ltd. is a Cayman Islands corporation engaged in
investing in a multi-strategy portfolio.  The address of the principal
business and principal officers of Ramius Master Fund, Ltd. is Citco Fund
Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box
31106 SMB, Grand Cayman, Cayman Islands, British West Indies.  The officers
and directors of Ramius Master Fund, Ltd. and their principal occupations and
business addresses are set forth on Schedule II attached to this Consent
Solicitation.

      As of the date of this Consent Statement, the Knightspoint group owns an
aggregate of 702,321 shares of common stock representing approximately 8.7% of
the outstanding shares of common stock based upon the 8,058,956 shares of common
stock reported in the Company's Form 10-Q for the period ended November 8, 2003
to be issued and outstanding as of December 16, 2003.

      Additional information about Knightspoint Partners I, L.P., the
Knightspoint group and the Knightspoint group nominees including information
regarding the beneficial ownership of common stock is set forth under the
heading "Certain Other Information Regarding The Knightspoint Group And The
Knightspoint Group Nominees" and in Annex A attached to this Consent Statement.
Certain other persons who joined with members of the Knightspoint group in
filing a statement on Schedule 13D are not participants in this Consent
Solicitation.

      The Knightspoint group has retained D.F. King to act as an advisor and to
provide consulting and analytic services and solicitation services in connection
with this Consent Solicitation. D.F. King is a proxy service company. It mails
documents to stockholders, responds to stockholder questions and solicits
stockholder votes for many companies. D.F. King

                                       16


does not believe that it or any of its directors, officers, employees,
affiliates or controlling persons, if any, is a "participant" in this Consent
Solicitation or that Schedule 14A requires the disclosure of certain information
concerning D.F. King. The business address of D.F. King is 48 Wall Street, 22nd
Floor, New York, New York 10005. D.F. King has informed the Knightspoint group
that, as of the date of this Consent Statement, it does not hold any shares of
the Company's common stock for its own account or for the accounts of others.

            BACKGROUND OF AND REASONS FOR THE CONSENT SOLICITATION

Background

      On various dates from April 21, 2003 through September 15, 2003, members
of the Knightspoint group purchased a total of 630,321 shares of common stock in
the open market for a total purchase price of $10,604,189 excluding commissions
and related costs. The details of these purchases are set forth in Annex A to
this Consent Statement. All of the purchases were funded by working capital,
which may have included margin loans made by brokerage firms in the ordinary
course of business. In addition, on September 15, 2003, 72,000 shares of common
stock were contributed to Knightspoint Partners I, L.P. by two individuals,
Michael Koeneke and David Meyer, in exchange for limited partnership interests
in Knightspoint Partners I, L.P. Such shares were purchased by such individuals
in the open market for a total purchase price of $911,714, excluding commissions
and related costs. The details of these purchases are set forth in Annex A to
this Consent Statement. All of these purchases were made by Messrs. Koeneke and
Meyer with personal funds.

      On September 15, 2003, the Knightspoint group, as well as certain other
persons who are not participants in this Consent Solicitation and disclaim
beneficial ownership of the shares of common stock held by the Knightspoint
group, filed with the SEC a Schedule 13D disclosing that the members of the
Knightspoint group and such other persons had acquired in excess of 5% of the
outstanding shares of the Company's common stock.

      On August 28, 2003, representatives of the Knightspoint group met at the
Company's headquarters in St. Louis with the Company's Chief Executive Officer,
J. David Pierson, and other members of the Company's management. During this
meeting, the Knightspoint group shared perspectives on what it believed to be
current impediments to value as well as possible ways to improve stockholder
value including through stricter cost controls and capital discipline, the
discharge of cash to shareholders through large-scale buybacks and an enhanced
focus on the core Sears, Roebuck and Co. portrait studios business. The
Knightspoint group also discussed its belief that the Company should more
closely align the interests of management with those of shareholders as well as
revitalize the board of directors to elevate the level of board oversight and
inquiry. In the meeting, the Knightspoint group shared with management various
materials relating to its proposed value creation plan, which is summarized
elsewhere in this Consent Solicitation.

      On September 19, 2003, representatives of the Knightspoint group spoke by
telephone with Mr. Pierson, as well the Company's Chief Financial Officer. On
the call, the Knightspoint group reviewed key elements of its value creation
plan for the Company, communicated its desire to work with management on
implementing the plan, and offered to present the plan to the

                                       17


full board of directors. Management declined the offer but indicated that its
board was scheduled to meet on October 2, 2003 and would discuss the
Knightspoint group's proposals. The Knightspoint group asked to meet with two of
the outside directors of the Company prior to the board meeting, but management
indicated that the directors were not available within that timeframe.
Management did, however, agree to meet again with representatives of the
Knightspoint group prior to the board meeting and again after the board meeting.

      On September 25, 2003, representatives of the Knightspoint group again
spoke by telephone with Mr. Pierson and the Company's Chief Financial Officer.
Prior to the call, the Knightspoint group provided certain materials to
management outlining its views of certain issues facing the Company as well as
the Knightspoint group's recommendations for dealing with them. After a brief
recap of the Knightspoint group's value creation plan, the discussion turned to
the composition of the board of directors. In offering to work closely with
management on creating value for shareholders, the Knightspoint group
communicated its view that the board, as presently constituted, lacked the
energy, objectivity and alignment with shareholders to most effectively guide
the Company through a value creation plan. The Knightspoint group then requested
"substantial board representation" as a means of ensuring effective
implementation of the plan and asked management to be an advocate of this
position at the board meeting. In that context, the Knightspoint group noted
that "substantial" might mean a majority of the board given its serious concerns
about the current Board, but asked again to speak with the key outside directors
of the Company with the thought that a lower level of board representation could
be satisfactory to it if significant elements on the Board supported the plan
and shared the Knightspoint group's sense of urgency. Management indicated that
a meeting with the outside directors could be arranged some time after the
October 2, 2003 board meeting.

      Following the October 2, 2003 meeting of the Company's board of directors,
on October 3, 2003, Mr. Pierson contacted representatives of the Knightspoint
group by telephone. During that telephone call, Mr. Pierson indicated that the
Company agreed with many elements (which he declined to identify) of the
Knightspoint group's proposals for enhancing stockholder value and had embarked
on its own review of alternatives with the Company's financial adviser. However,
Mr. Pierson did not respond to the Knightspoint group's request for
representation on the board of directors other than to say that a majority of
the board would be out of the question. When queried about whether any board
representation whatsoever was discussed, Mr. Pierson indicated that the board
had not authorized him to offer any board representation to the Knightspoint
group. Mr. Pierson did report that two outside directors had been slated to
spearhead the evaluative process and to liaise with representatives of the
Knightspoint group. Mr. Pierson also offered to facilitate a meeting with these
two outside directors.

      On October 10, 2003, representatives of the Knightspoint group met at the
offices of Knightspoint Partners I, L.P. with Mr. Pierson and two of the
Company's outside directors, Nicolas Reding and James Clifford. At the meeting,
the Knightspoint Group again presented in significant detail its perspectives on
what it believes to be the present impediments to shareholder value as well as
the key elements of its value creation plan for the Company. Among other things,
the Knightspoint group raised concerns about what it believes to be the
Company's deteriorating financial performance, overburdened cost structure,
inappropriate capital structure featuring a substantial cash balance earning
nominal returns, apparent loss of focus on the core studio operations and
misalignment of the interests of the board and

                                       18


management with those of shareholders. The Knightspoint group noted that the
Company's recent significant decline in operating performance appeared, in its
view, to stem principally from poor expense controls despite the Company having
incurred significant special charges during 2002 directed at achieving
significant annualized cost savings. Significant additional discussion centered
on the allocation of capital and the Knightspoint group's concern that cash
resources would be ineffectively redeployed in the business or, worse, deployed
toward acquisitions or growth schemes that might not be in the best interests of
the Company and its stockholders. The Knightspoint group highlighted the flaws
it believed to exist in the Company's strategic plan announced in 2002 as well
as the original and modified capital plans in voicing concerns about the capital
discipline of the Company.

      Regarding the value creation plan, the Knightspoint group discussed its
view that the Company needed to reduce and redirect advertising spending, better
control studio expenses, revamp the Company's merchandising and marketing
strategies to drive higher average sales through existing studios, implement
shareholder-value driven gain-sharing mechanisms throughout the organization to
better align the interests of employees with those of shareholders, sharpen
focus on the core Sears portrait studio business, and apply greater scrutiny to
capital allocation, especially with respect to the migration toward
next-generation digital technologies and applications. The Knightspoint group
also reiterated its recommendation that the Company discharge substantial cash
to shareholders through large-scale buybacks to mitigate reinvestment risk and
improve returns on capital.

      The directors communicated that while there were areas of agreement with
the Knightspoint group plan (which they declined to elaborate), their timeframe
for implementation was significantly different from the group's. When the topic
of board representation again came up, the directors communicated that they
thought the board was perfectly adequate as currently constituted. They also
indicated that the present evaluative process was likely to take at least two to
three months.

      The Company did not attempt to contact the Knightspoint group again until
November 4, the day the Company issued a press release announcing significant
adjustments to its strategic plan and only two days before the Knightspoint
group completed and filed with the SEC a preliminary copy of this Consent
Statement. On that day, a representative from Credit Suisse First Boston, or
CSFB, contacted the Knightspoint group by telephone to (1) inform the group that
CSFB had been hired as an advisor to the Company out of concern that the
Knightspoint group was planning to launch a consent solicitation and (2) call
attention to the morning's press release and, in particular, to the similarities
between the Company's announced strategy changes and Knightspoint's plan as
stated to the Company.

      Though relieved to see the Company pare back its capital spending targets,
disavow its earlier stated intention to enter other non-Sears host environments,
and finally begin to discuss publicly a meaningful return of capital to
shareholders, we continue to have serious concerns about the other elements of
our plan not addressed by the November 4 press release, what we believe to be
continuing poor operating trends in the business, and above all, execution.

      The Knightspoint group has concluded that the Company will neither honor
its request for substantial board representation nor see that strategic and
operational changes the

                                       19


Knightspoint group believes to be important are effectively implemented, and
that the only way to protect the interests of shareholders is to undertake this
Consent Solicitation. Accordingly, on November 6, 2003, the Knightspoint group
filed a preliminary copy of this Consent Statement with the SEC. Also on
November 6, 2003, Knightspoint Partners I, L.P. sent a letter to Jane E. Nelson,
the Secretary of the Company, requesting that it be given the opportunity to
inspect the stockholder list.

Reasons for the Consent Solicitation

      The purpose of this solicitation is to remove seven of the nine members of
the Company's board of directors in order to seek to preserve and enhance
shareholder value and, in particular, to implement a value creation plan for the
Company. If the Proposals are adopted, the Knightspoint group nominees will
serve until the 2004 annual meeting of stockholders and constitute a majority of
the members of the Company's board of directors. There can be no assurance that
the election of the Knightspoint group nominees will create or otherwise enhance
shareholder value.

      In our view the current board of directors has not adequately addressed
certain strategic and operational issues facing the Company. The Company's
strategic plan, announced in June 2002, initially called for $193 million in
capital spending over a five-year period, which implies an average annual
spending level of approximately $38.6 million, compared to the Company's
reported depreciation and amortization of approximately $17.0 million for the
52-week period ended November 8, 2003 and its reported capital expenditures of
$15.2 million for the same 52-week period. The Company announced on November 4,
2003 that its capital spending plan has now been reduced to $65 to $75 million
over a four-year period. The Company's strategic plan has also called for the
pursuit of such initiatives as the Company's mobile photography and Mexico
studio operations, to which we believe significant resources are being devoted
which could otherwise be available for use in connection with the core Sears
portrait studio business. In our opinion, the Company's capital structure,
featuring a large cash balance, does not tend to maximize potential return to
shareholders, especially given the low interest rate environment. The Company's
expense base has continued to expand notwithstanding significant special charges
directed at generating recurring cost savings.

      Indicative of the Company's expense structure is the reported increase in
S, G &A expense from $91.0 million in the first half of Fiscal Year 2002 to
$98.8 million in the first half of Fiscal Year 2003, despite approximately flat
sales, a substantial decline in sittings volume and management's public
prediction of significant cost savings from restructuring actions taken in
Fiscal Year 2002. At the same time, LTM, or Last Twelve Months, EBITDA (defined
as the Company's Income from Operations plus Depreciation and Amortization plus
Other Charges and Impairments) has declined substantially from February 2001
(when new leadership was installed at the Company) through the latest reporting
period. LTM EBITDA has declined from $51.5 million as of February 3, 2001 to
$32.5 million as of July 19, 2003 (even excluding $6.0 million of nonrecurring
expenses). During this period nearly $12 million of restructuring and impairment
charges have been taken to reposition the business. Based on the information
recently disclosed in the Company's December 3, 2003 earnings release for the
Company's third fiscal quarter, LTM EBITDA fell further to $31.3 million as of
the end of the third quarter

                                       20


(excluding other charges and impairments of $1.7 million) notwithstanding a
reported $2.7 million reduction in advertising in the 2003 third quarter versus
the prior year's third quarter.

      We believe, further, that management has not successfully addressed
certain disappointing operating trends at the Company, such as the recent
deterioration in sittings volume experienced in the Sears portrait studio
business. Sittings volume has declined in each of the three full fiscal years
since fiscal 1999 as well as in fiscal 2003 year to date. Based on information
disclosed in the Company's Form 10-K for the fiscal year ended February 1, 2003
and the Company's December 3, 2003 press release with respect to results for the
third fiscal quarter of 2003, total Company sittings, which were 5.8 million in
fiscal 1999, fell to 5.0 million in fiscal 2002 and have fallen further to 4.8
million in the latest twelve-month period ended November 8, 2003. On a more
fundamental level of corporate management, we believe that the present board has
not properly aligned the Company's executive compensation systems with the
drivers of shareholder value.

      Given the substantial strategic and operating challenges the Company
currently faces, we feel that it is imperative to seek your support for an
immediate change in the composition of the board. We believe that our nominees
are highly qualified individuals who can work with management to effectuate a
plan to protect and enhance shareholder value. However, there can be no
assurance that the election of our nominees will enhance shareholder value or
that current management will continue to remain at the Company if the
Knightspoint group nominees are elected.

      We believe the Company should promptly implement the measures described in
the "Introduction" portion of this Consent Statement above in order to seek to
protect and enhance shareholder value. The Company's stockholders will not be
afforded a separate opportunity to vote on the specific measures outlined in the
"Introduction" above if the Knightspoint group nominees are elected.

      The Knightspoint group believes that the current board, having approved a
business plan which we believe has yielded disappointing results and, in our
view, done less than we consider necessary to exercise fiscal discipline or
align management compensation with the interests of shareholders, is less likely
to make the hard choices that we see as necessary to bolster operating
profitability, successfully navigate the transition to next generation digital
technologies and applications, and maximize cash flow and shareholder returns.
By contrast, we believe our nominees for director will bring to the board the
judgment, experience, energy and objectivity needed to restore the Company to a
sounder footing and generate value for shareholders. Furthermore, in contrast to
the current board which has only a nominal ownership interest in the Company,
the members of the Knightspoint group own over 8% of the common stock of the
Company. Therefore, unlike the present board, the interests of the Knightspoint
group and its nominees are directly aligned with the interests of all the
stockholders.

      Each of our other proposals is likewise intended to promote corporate
democracy and place control of the Company firmly in the hands of stockholders,
the true owners of the Company.

                                       21


      After seeking to improve the Company's performance, and depending on the
circumstances, the Knightspoint group may in the future recommend that the
Company review various alternatives to preserve and enhance shareholder value,
including, among other things, considering a possible sale of the Company if a
transaction can be effected on attractive terms. The Knightspoint group believes
at this time that it would be premature to consider a sale of the Company until
efforts have been made to improve the Company's operating results. We have no
specific plans to sell the Company if the solicitation is successful.

                       CERTAIN OTHER INFORMATION REGARDING
           THE KNIGHTSPOINT GROUP AND THE KNIGHTSPOINT GROUP NOMINEES

      Set forth below are the name, age, business address, present principal
occupation, employment history and directorships of each of the Knightspoint
group nominees for at least the past five years. This information has been
furnished to the Knightspoint group by the respective Knightspoint group
nominees. Each of the Knightspoint group nominees has consented to serve as a
director of the Company. Each of the Knightspoint group nominees is at least 18
years of age. None of the entities referenced below is a parent or subsidiary of
the Company.

                                         Present Principal Occupation, Five Year
Name, Age and Business Address           Employment History and Directorships
- --------------------------------------------------------------------------------
James J. Abel, 57                        Mr. Abel serves as Executive Vice
c/o The Lamson & Sessions Co.            President, Secretary, Treasurer and
25701 Science Park Drive                 Chief Financial Officer of The Lamson
Cleveland, Ohio  44122                   & Sessions Co. (NYSE:LMS), a
                                         diversified manufacturer and
                                         distributor of a broad line of
                                         thermoplastic electrical, consumer,
                                         telecommunications and engineered
                                         sewer products for major domestic
                                         markets.  Mr. Abel has been an
                                         executive officer of The Lamson &
                                         Sessions Co. since December 1990 and
                                         became a director of such company in
                                         2002.

Michael S. Koeneke, 56                   Since March 2003, Mr. Koeneke has
Knightspoint Partners LLC                served as a Managing Member of
787 Seventh Avenue                       Knightspoint Partners LLC, a firm
9th Floor                                which he co-founded that is engaged in
New York, New York  10019                the business of acquiring, holding or
                                         disposing of investments in various
                                         companies.  From 1997 through 2002,
                                         Mr. Koeneke was the co-head and then
                                         the Chairman of Global Mergers and
                                         Acquisitions at Merrill Lynch & Co.,
                                         Inc. (NYSE:MER).  Mr. Koeneke received
                                         a B.B.A. from the University of
                                         Michigan in 1969 and an M.B.A. from
                                         Harvard University in 1971.


                                       22



David M. Meyer, 35                       Since March 2003, Mr. Meyer has served
Knightspoint Partners LLC                as a Managing Member of Knightspoint
787 Seventh Avenue                       Partners LLC, a firm which he
9th Floor                                co-founded.  From the fall of 1995
New York, New York 10019                 through June 2002, Mr. Meyer served in
                                         various capacities in the investment
                                         banking department of Credit Suisse
                                         First Boston, a global investment
                                         banking firm, most recently serving as
                                         a director in the mergers and
                                         acquisitions and global industrial and
                                         services groups in the firm's London
                                         office.  Mr. Meyer received a B.S. in
                                         Engineering/Operations Research from
                                         Princeton University in 1990 and an
                                         M.B.A. from Stanford University in
                                         1995.

Mark R. Mitchell, 42                     Since July 1999, Mr. Mitchell has been
Ramius Capital Group, LLC                employed by Ramius Capital Group, LLC
666 Third Avenue                         and currently serves as a Managing
26th Floor                               Director and Head of Merger
New York, New York  10017                Arbitrage.  He was formerly a Managing
                                         Director of BT Alex Brown Inc. where
                                         he was responsible for proprietary
                                         equity arbitrage trading in New York.
                                         Prior to joining Bankers Trust in
                                         1993, Mr. Mitchell was an Associate
                                         Managing Director and a risk arbitrage
                                         trader at Wertheim Schroder & Co. from
                                         1983 to 1993.  He received a B.S. in
                                         Economics from the University of
                                         Pennsylvania Wharton School of
                                         Business in 1983 and an M.B.A. from
                                         New York University, Stern School of
                                         Business in 1988.

Steven J. Smith, 56                      Since 2000, Mr. Smith has served as a
852 Lakeside Blvd.                       director and officer of Lifestyle
Boca Raton, Florida 33434                Evolution, Inc., a company that
                                         manufactures, markets and distributes
                                         NuGo(R) nutrition bars. From 1985 to
                                         1999, Mr. Smith was Chairman of the
                                         Board and President of The Fresh Juice
                                         Company, Inc., a company which
                                         manufactures, markets and distributes
                                         Just Pik't(R), Fresh Pik't(R) and
                                         Ultimate(R) Juices that was founded by
                                         Mr. Smith and sold to Saratoga Beverage
                                         Group in 1999.

John Turner White IV, 54                 Since May 2000, Mr. White has served
30 West Pershing Road                    as President and Chief Executive
Kansas City, Missouri 64108              Officer of Union Station Kansas City,
                                         Inc. From September 1998 through
                                         February 2000, he was a Vice President
                                         and East region general

                                       23


                                         manager of Cell Net Data Systems, an
                                         investor-owned data management and
                                         metering supplier to the electric
                                         energy industry. From June 1989 to
                                         September 1998, Mr. White was Executive
                                         Vice President, Corporate Development,
                                         of Kansas City Power & Light Company,
                                         an investor-owned electric utility.


      The number of shares of the Company's common stock beneficially owned and
percentage beneficial ownership of each of the Knightspoint group nominees as of
the date of this Consent Statement are as follows:


Knightspoint Group             Number of Shares            Percentage
Nominee                        Beneficially Owned (1)(2)   Ownership (3)
- -------------------------      -------------------------   -------------
James J. Abel                           0                      0%
Michael S. Koeneke                      702,321(4)             8.7%
David M. Meyer                          702,321(5)             8.7%
Mark R. Mitchell                        702,321(6)             8.7%
Steven J. Smith                         0                      0%
John Turner White IV                    0                      0%
                               -------------------------   -------------

Total                                   702,321(7)             8.7%

      --------------------

   (1)   Beneficial ownership is determined in accordance with the rules of the
         SEC and generally includes voting or investment power with respect to
         securities. Shares of common stock subject to stock options and
         warrants currently exercisable or exercisable within 60 days are deemed
         outstanding for purposes of computing the percentage ownership of any
         group of which the holder is a member, but are not deemed outstanding
         for computing the percentage ownership of any other person. Except as
         indicated by footnote, and subject to community property laws where
         applicable, the persons named in the table have sole voting and
         investment power with respect to all shares of common stock shown as
         beneficially owned by them.

   (2)   Under the rules of the SEC, the Knightspoint group nominees may be
         deemed to be members of a group and, as a result, each Knightspoint
         group nominee may be deemed to beneficially own shares of common stock
         beneficially owned by each of the other Knightspoint group nominees.
         Each of the Knightspoint group nominees disclaims beneficial ownership
         of the shares of common stock beneficially owned by any of the other
         Knightspoint group nominees.

   (3)   Calculated based on 8,058,956 shares of common stock outstanding as of
         December 16, 2003 as reported in the Company's Form 10-Q for the period
         ended November 8, 2003.

   (4)   Consists of 102,321 shares of common stock owned by Knightspoint
         Partners I, L.P. Mr. Koeneke is a Managing Member of the sole Member of
         the General Partner of Knightspoint Partners I, L.P. and has shared
         voting and dispositive power with respect to the 102,321 shares

                                       24


         of common stock owned by Knightspoint Partners I, L.P. Also includes an
         aggregate of 600,000 shares of common stock owned by Ramius Securities,
         LLC, RCG Ambrose Master Fund, Ltd. and Ramius Master Fund Limited
         described in Note 6, as to which Mr. Koeneke has no voting or
         dispositive power and as to which he disclaims beneficial ownership.

   (5)   Consists of 102,321 shares of common stock owned by Knightspoint
         Partners I, L.P. Mr. Meyer is a Managing Member of the sole Member of
         the General Partner of Knightspoint Partners I, L.P. and has shared
         voting and dispositive power with respect to the 102,321 shares of
         common stock owned by Knightspoint Partners I, L.P. Also includes an
         aggregate of 600,000 shares of common stock owned by Ramius Securities,
         LLC, RCG Ambrose Master Fund, Ltd. and Ramius Master Fund Limited
         described in Note 6, as to which Mr. Meyer has no voting or dispositive
         power and as to which he disclaims beneficial ownership.

   (6)   Consists of 216,000 shares of common stock owned by Ramius Securities,
         LLC, 192,000 shares owned by RCG Ambrose Master Fund, Ltd. and 192,000
         shares owned by Ramius Master Fund, Ltd. Mr. Mitchell serves as a
         portfolio manager of Ramius Capital Group, LLC which acts as investment
         manager for Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd. and
         Ramius Master Fund, Ltd. and has voting and investment power with
         respect to the 600,000 shares of common stock owned in the aggregate by
         Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd. and Ramius Master
         Fund, Ltd. Also includes 102,321 shares of common stock owned by
         Knightspoint Partners I, L.P. as described in Notes 4 and 5, as to
         which Mr. Mitchell has no voting or dispositive power and as to which
         he disclaims beneficial ownership.

   (7)   Consists of 102,321 shares of common stock owned by Knightspoint
         Partners I, L.P., 216,000 shares of common stock owned by Ramius
         Securities, LLC, 192,000 shares of common stock owned by RCG Ambrose
         Master Fund, Ltd. and 192,000 shares of common stock owned by Ramius
         Master Fund, Ltd.

      None of the Knightspoint group nominees is employed by the Company. All of
the Knightspoint group nominees are citizens of the United States.

      Except as set forth in this Consent Statement or in the Annexes hereto,
none of the Knightspoint group, any of the persons participating in this Consent
Solicitation on behalf of the Knightspoint group, the Knightspoint group
nominees and, with respect to items (i), (vii) and (viii) of this paragraph, to
the best knowledge of the Knightspoint group, any associate (within the meaning
of Rule 14a-1 of the Securities Exchange Act of 1934) of the foregoing persons
(i) owns beneficially, directly or indirectly, any securities of the Company,
(ii) owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of the Company, (iii) owns any securities of the Company of record
but not beneficially, (iv) has purchased or sold any securities of the Company
within the past two years, (v) has incurred indebtedness for the purpose of
acquiring or holding securities of the Company, (vi) is or has within the past
year been a party to any contract, arrangement or understanding with respect to
any securities of the Company, (vii) since the beginning of the Company's last
fiscal year has been indebted to the Company or any of its subsidiaries in
excess of $60,000 or (viii) has any arrangement or understanding with respect to
future employment by the Company or with respect to any future transactions to
which the Company or any of its affiliates will or may be a party. In addition,
except as set forth in this Consent Statement or in the Annexes hereto, none of
the Knightspoint group, any of the persons participating in this Consent
Solicitation on behalf of the Knightspoint group, the Knightspoint

                                       25


group nominees and, to the best knowledge of the Knightspoint group, any
associates of the foregoing persons, has had or is to have a direct or indirect
material interest in any transaction or proposed transaction with the Company in
which the amount involved exceeds $60,000, since the beginning of the Company's
last fiscal year.

      Except as set forth in this Consent Statement or in the Annexes hereto,
none of the Knightspoint group nominees, since the beginning of the Company's
last fiscal year, has been affiliated with (i) any entity that made or received,
or during the Company's current fiscal year proposes to make or receive,
payments to or from the Company or its subsidiaries for property or services in
excess of five percent of either the Company's or such entity's consolidated
gross revenues for its last full fiscal year, or (ii) any entity to which the
Company or its subsidiaries were indebted at the end of the Company's last full
fiscal year in an aggregate amount exceeding five percent of the Company's total
consolidated assets at the end of such year. None of the Knightspoint group
nominees is or during the Company's last fiscal year has been affiliated with
any law or investment banking firm that has performed or proposes to perform
services for the Company. During a portion of the time David Meyer was employed
as an investment banker by Credit Suisse First Boston, Mr. Meyer participated in
certain services provided by Credit Suisse First Boston to the Company in the
mid- to late- 1990s, including a strategic advisory engagement, the sale of a
business, two self-tender offers, a private placement of Senior Notes, and an
attempted sale or business combination involving the Company. Mr. Meyer's last
involvement in any such services to the Company terminated shortly after the
Company's proposed merger agreement with American Securities was terminated in
October 1999, and no later than early 2000.

      None of the corporations or organizations in which the Knightspoint group
nominees have conducted their principal occupation or employment was a parent,
subsidiary or other affiliate of the Company, and the Knightspoint group
nominees do not hold any position or office with the Company or have any family
relationship with any executive officer or director of the Company or have been
involved in any proceedings, legal or otherwise, of the type required to be
disclosed by the rules governing this solicitation.

      The Knightspoint group has orally agreed to indemnify each of the
Knightspoint group nominees against certain liabilities, including liabilities
under the federal securities laws, in connection with this Consent Solicitation
and to reimburse such Knightspoint group nominee for his out-of-pocket expenses.

                                APPRAISAL RIGHTS

      Stockholders of the Company are not entitled to appraisal rights in
connection with the adoption of the proposals.

                            SOLICITATION OF CONSENTS

      The Knightspoint group has retained D.F. King to acts as an advisor in
connection with this Consent Solicitation. In connection with its retention by
the Knightspoint group, D.F. King has agreed to provide consulting and analytic
services and solicitation services with respect to banks, brokers, institutional
investors and individual stockholders. The Knightspoint group has


                                       26



agreed to pay D.F. King a fee for its services estimated to be not more than
$20,000 and to reimburse D.F. King for its reasonable out-of-pocket expenses.
The Knightspoint group has also agreed to indemnify D.F. King against certain
liabilities and expenses in connection with this Consent Solicitation, including
liabilities under the federal securities laws. Approximately 25 employees of
D.F. King will engage in the solicitation. Consents may be solicited by mail,
advertisement, telephone, facsimile or in person. Solicitations may be made on
behalf of the Knightspoint group by one or both of Messrs. Koeneke and Meyer,
both of whom are among the Knightspoint group nominees. However, no person will
receive additional compensation for such solicitation other than D.F. King.

      Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the solicitation materials to the beneficial owners
of shares of common stock for which they hold of record and the Knightspoint
group will reimburse them for their reasonable out-of-pocket expenses.

      The expenses related directly to this Consent Solicitation are expected to
aggregate approximately $200,000 and will be borne by the Knightspoint group.
These expenses include fees and expenses for attorneys, consent solicitors,
printing, postage, filing expenses and other costs incidental to the
solicitation. Of this estimated amount, approximately $75,000 has been spent to
date. The actual costs and expenses could be materially different than the
estimated amounts and, in particular, could be substantially higher if for any
reason litigation is instituted in connection with the matters related to this
Consent Statement.

      The purpose of the proposals in this Consent Statement is to advance the
interests of all the Company's stockholders. Therefore, the Knightspoint group
believes that its expenses related to this Consent Solicitation should be borne
by the Company and it intends to seek reimbursement of such expenses from the
Company whether or not this Consent Solicitation is successful. The question of
reimbursement of the Knightspoint group's expenses by the Company will not be
submitted to a stockholder vote.

      If you have any questions about this Consent Solicitation or executing
your consent or require assistance, please contact:

                              D.F. King & Co., Inc.
                           48 Wall Street, 22nd Floor
                            New York, New York 10005
                            Toll Free: (888) 869-7406
                 Banks and Brokers call collect: (212) 269-5550


                                       27


                STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

      The Company's Consent Revocation Statement filed with the SEC on December
12, 2003 with respect to this Consent Solicitation indicates that proposals of
the Company's stockholders intended to be presented at the Company's 2004 annual
meeting must be received by the Company no later than January 17, 2004 in order
for them to be considered for inclusion in the Company's proxy statement. The
Company's stockholders are hereby referred to the Company's Consent Revocation
Statement for such information.

                        INFORMATION REGARDING THE COMPANY

      The information concerning the Company contained in this Consent Statement
has been taken from or is based upon documents and records on file with the SEC
and other publicly available information. The Knightspoint group has no
knowledge that would indicate that statements relating to the Company contained
in this Consent Statement in reliance upon publicly available information are
inaccurate or incomplete. The Knightspoint group, however, has not been given
access to the books and records of the Company, was not involved in the
preparation of such information and statements, and is not in a position to
verify, or make any representation with respect to the accuracy or completeness
of, any such information or statements.

                    --------------------------------------

Your consent is important. No matter how many or how few shares you own, please
consent to (i) the removal of seven of the current directors of the Company,
(ii) the amendment of the Company's Amended By-Laws to set the number of
directors at eight, (iii) the amendment of the Company's Amended By-Laws to
authorize stockholders who own 25% or more of the Company's outstanding common
stock to call special meetings, (iv) the amendment of the Company's Amended
By-Laws to authorize stockholders only to fill vacancies on the board of
directors resulting from stockholders action until at least 20 days after
creation of such vacancy, (v) the repeal of certain amendments, if any, to the
Company's Amended By-Laws adopted prior to the effectiveness of this consent and
(vi) the election of the Knightspoint group nominees, by marking, signing,
dating and mailing the enclosed WHITE consent card promptly.





                                                        THE KNIGHTSPOINT GROUP

                                                        January 23, 2004



                                       28



                                                                      SCHEDULE I


             Directors and Officers of RCG Ambrose Master Fund, Ltd.

Name and Position         Principal Occupation    Principal Business Address
- -----------------         --------------------    --------------------------

Mark R. Mitchell,         Managing Director of    666 Third Avenue
Director                  Ramius Capital Group,   26th Floor
                          LLC                     New York, New York 10017

Jeffrey C. Smith,         Director of Ramius      666 Third Avenue
Director                  Capital Group, LLC      26th Floor
                                                  New York, New York 10017

CSS Corporation, Ltd.,    Nominee company         666 Third Avenue
Secretary                                         26th Floor
                                                  New York, New York 10017




                                       29



                                                                     SCHEDULE II


               Directors and Officers of Ramius Master Fund, Ltd.

Name and Position         Principal Occupation    Principal Business Address
- -----------------         --------------------    --------------------------

Marran H. Ogilvie,        General Counsel of      666 Third Avenue
Director                  Ramius Capital Group,   26th Floor
                          LLC                     New York, New York 10017

Morgan B. Stark,          Principal of Ramius     666 Third Avenue
Director                  Capital Group, LLC      26th Floor
                                                  New York, New York 10017

CSS Corporation, Ltd.,    Nominee company         666 Third Avenue
Secretary                                         26th Floor
                                                  New York, New York 10017




                                       30


                                                                         ANNEX A


                          TRANSACTIONS IN COMMON STOCK

      The following table sets forth information with respect to all purchases
or dispositions of common stock of the Company by the Knightspoint group during
the past two years. Except as set forth below, to the knowledge of the
Knightspoint group, no participant in this solicitation or Knightspoint group
nominee has purchased or sold securities of the Company within the past two
years.

                                           Transaction     Number      Price Per
        Name                     Date         Type        of Shares      Share
- ---------------------------    --------    -----------    ---------    ---------

David M. Meyer                 12/2/02     Purchase           4,000      $12.41*

David M. Meyer                 12/4/02     Purchase           1,100      $11.98*

David M. Meyer                 12/5/02     Purchase             900      $12.29*

David M. Meyer                 12/6/02     Purchase           1,500      $12.40*

David M. Meyer                 12/9/02     Purchase           2,500      $12.73*

David M. Meyer                 12/11/02    Purchase             100      $12.90*

David M. Meyer                 12/12/02    Purchase           1,600      $13.18*

David M. Meyer                 12/13/02    Purchase             300      $13.20*

David M. Meyer                 12/18/02    Purchase           2,200      $12.04*

David M. Meyer                 1/10/03     Purchase           1,000      $14.23*

David M. Meyer                 1/17/03     Purchase           1,200      $14.22*

Michael S. Koeneke             1/23/03     Purchase             900      $14.35*

Michael S. Koeneke             1/23/03     Purchase             100      $14.30*

David M. Meyer                 1/29/03     Purchase           2,700      $13.88*

David M. Meyer                 2/4/03      Purchase           2,500      $13.19*


                                       31


David M. Meyer                 2/12/03     Purchase           5,000      $12.68*

Michael S. Koeneke             2/13/03     Purchase           1,000      $12.58*

Michael S. Koeneke             2/13/03     Purchase             800      $12.60*

Michael S. Koeneke             2/13/03     Purchase             200      $12.57*

Michael S. Koeneke             2/20/03     Purchase             700      $12.20*

Michael S. Koeneke             2/20/03     Purchase             300      $12.16*

David M. Meyer                 3/27/03     Purchase           3,000      $11.98*

Michael S. Koeneke             4/8/03      Purchase             800      $13.06*

Michael S. Koeneke             4/8/03      Purchase             200      $13.05*

David M. Meyer                 4/15/03     Purchase           3,000      $12.99*

Knightspoint Partners I, L.P.  4/21/03     Purchase           6,100      $13.00*

Knightspoint Partners I, L.P.  4/22/03     Purchase           2,200      $13.03*

Knightspoint Partners I, L.P.  4/23/03     Purchase             300      $12.96*

Knightspoint Partners I, L.P.  4/24/03     Purchase             500      $13.10*

Knightspoint Partners I, L.P.  4/25/03     Purchase           9,100      $13.24*

Knightspoint Partners I, L.P.  4/28/03     Purchase           1,800      $13.25*

Michael S. Koeneke             4/29/03     Purchase             100      $13.20*

Michael S. Koeneke             4/30/03     Purchase             800      $13.20*

Michael S. Koeneke             5/1/03      Purchase             100      $13.20*

David M. Meyer                 5/7/03      Purchase           2,400      $13.00*

Knightspoint Partners I, L.P.  5/7/03      Purchase           5,000      $13.24*

David M. Meyer                 5/8/03      Purchase           2,000      $12.92*

Knightspoint Partners I, L.P.  5/8/03      Purchase           5,321      $13.09*

David M. Meyer                 5/14/03     Purchase             100      $12.67*

David M. Meyer                 5/14/03     Purchase             700      $12.66*


                                       32



David M. Meyer                 5/14/03     Purchase             400      $12.67*

David M. Meyer                 5/14/03     Purchase           1,000      $12.67*

David M. Meyer                 5/14/03     Purchase             800      $12.67*

David M. Meyer                 5/14/03     Purchase           1,000      $12.65*

David M. Meyer                 5/14/03     Purchase           1,000      $12.65*

David M. Meyer                 5/15/03     Purchase           1,000      $12.48*

David M. Meyer                 5/15/03     Purchase           1,000      $12.41*

David M. Meyer                 5/15/03     Purchase           1,000      $12.43*

David M. Meyer                 5/19/03     Purchase             900      $12.10*

David M. Meyer                 5/19/03     Purchase             100       $12.14

David M. Meyer                 5/19/03     Purchase             500      $11.85*

David M. Meyer                 5/19/03     Purchase           1,000      $11.85*

David M. Meyer                 5/19/03     Purchase             100      $12.04*

David M. Meyer                 5/19/03     Purchase             900      $12.05*

David M. Meyer                 5/19/03     Purchase             200      $11.91*

David M. Meyer                 5/19/03     Purchase             700      $11.91*

David M. Meyer                 5/19/03     Purchase             200      $11.82*

David M. Meyer                 5/19/03     Purchase             200      $11.82*

David M. Meyer                 5/19/03     Purchase             100      $11.90*

David M. Meyer                 5/19/03     Purchase             100      $11.82*

David M. Meyer                 5/20/03     Purchase             100      $11.70*

David M. Meyer                 5/20/03     Purchase             700      $11.71*

David M. Meyer                 5/20/03     Purchase             100      $11.71*

David M. Meyer                 5/20/03     Purchase             100      $11.71*

David M. Meyer                 5/20/03     Purchase             800      $11.75*


                                       33


David M. Meyer                 5/20/03     Purchase             200      $11.75*

David M. Meyer                 5/20/03     Purchase             200      $11.79*

David M. Meyer                 5/20/03     Purchase             300      $11.79*

David M. Meyer                 5/20/03     Purchase             500      $11.80*

David M. Meyer                 5/22/03     Purchase           1,000      $11.69*

Michael S. Koeneke             5/22/03     Purchase           1,000      $11.79*

Michael S. Koeneke             5/22/03     Purchase           1,000      $11.79*

Michael S. Koeneke             5/22/03     Purchase           2,000      $11.88*

David M. Meyer                 5/23/03     Purchase           1,000      $11.99*

Michael S. Koeneke             5/23/03     Purchase           1,000      $11.97*

Michael S. Koeneke             5/27/03     Purchase           1,000      $12.80*

Michael S. Koeneke             5/27/03     Purchase           1,000      $12.71*

Michael S. Koeneke             5/28/03     Purchase           1,000      $13.80*

Michael S. Koeneke             5/28/03     Purchase           1,000      $14.00*

Michael S. Koeneke             5/28/03     Purchase           1,000      $13.95*

Michael S. Koeneke             5/28/03     Purchase           1,000      $13.65*

Ramius Securities, LLC         9/4/03      Purchase         185,760      $17.14*

RCG Ambrose Master Fund, Ltd.  9/4/03      Purchase         165,120      $17.14*

Ramius Master Fund, Ltd.       9/4/03      Purchase         165,120      $17.14*

Ramius Securities, LLC         9/8/03      Purchase          14,100      $17.65*

RCG Ambrose Master Fund, Ltd.  9/8/03      Purchase          12,500      $17.65*

Ramius Master Fund, Ltd.       9/8/03      Purchase          12,500      $17.65*

Ramius Securities, LLC         9/9/03      Purchase           3,640      $17.93*

RCG Ambrose Master Fund, Ltd.  9/9/03      Purchase           3,180      $17.93*

Ramius Master Fund, Ltd.       9/9/03      Purchase           3,180      $17.93*

                                       34


Ramius Securities, LLC         9/10/03     Purchase           3,600     $17.91*

RCG Ambrose Master Fund, Ltd.  9/10/03     Purchase           3,200     $17.91*

Ramius Master Fund, Ltd.       9/10/03     Purchase           3,200     $17.91*

Ramius Securities, LLC         9/12/03     Purchase           4,100     $18.00*

RCG Ambrose Master Fund, Ltd.  9/12/03     Purchase           3,600     $18.00*

Ramius Master Fund, Ltd.       9/12/03     Purchase           3,600     $18.00*

Knightspoint Partners I, L.P.  9/15/03     Purchase**        72,000    $18.10***

David M. Meyer                 9/15/03     Disposition**     55,000    $18.10***

Michael S. Koeneke             9/15/03     Disposition**     17,000    $18.10***

Ramius Securities, LLC         9/15/03     Purchase           4,800     $18.10*

RCG Ambrose Master Fund, Ltd.  9/15/03     Purchase           4,400     $18.10*

Ramius Master Fund, Ltd.       9/15/03     Purchase           4,400     $18.10*

* Excludes commissions and execution related costs.

** Consists of 17,000 shares and 55,000 shares purchased by Michael S. Koeneke
and David M. Meyer, respectively, and contributed to Knightspoint Partners I,
L.P. in exchange for limited partnership units.

*** Such shares were valued at a price equal to the reported closing sale price
of the common stock on the New York Stock Exchange on September 12, 2003.



                                       35



                                                                         ANNEX B


                            OWNERSHIP OF COMMON STOCK

      Each share of common stock is entitled to one vote on each of the
proposals and the common stock is the only class of securities of the Company
entitled to vote on the proposals. According to the Company's Form 10-Q for the
period ended November 8, 2003, as of December 16, 2003 there were 8,058,956
shares of common stock outstanding.

      The following table sets forth the share ownership of all persons who, to
the knowledge of the Knightspoint group, beneficially own more than 5% of the
outstanding shares of common stock as of the date of this Consent Statement and
of all named executive officers and directors of the Company as of the date of
this Consent Statement. The information with respect to each stockholder other
than the Knightspoint group and Van Den Berg Management is derived from the
Schedule 14A filed by the Company with the SEC on November 26, 2003. The
information with respect to Van Den Berg Management is derived from the Schedule
13G filed by Van Den Berg Management with the SEC on January 13, 2004.

                                 Number of Shares             Percentage
Stockholder                      Beneficially Owned (1)       Ownership
- -------------------------------  ----------------------       --------------
Van Den Berg Management              1,586,780(2)                18.7%
1301 Capital of Texas Hwy.
Suite B-228
Austin, Texas  78746

NewSouth Capital                      955,468(3)                 11.8%
Management, Inc.
1100 Ridgeway Loop Road
Suite 444
Memphis, Tennessee  38120

DePrince, Race & Zollo, Inc.          915,035(4)                 11.3%
201 S. Orange Avenue
Suite 850
Orlando, Florida  32801

The Knightspoint group                702,321(5)                  8.7%

First Manhattan Co.                   455,500(6)                  5.6%
437 Madison Avenue
New York, New York  10022

Barclays Bank PLC                     446,855(7)                  5.5%
45 Fremont Street
San Francisco, California
94105

Edmond S. Abrain                          800(8)                    0%


                                       36



James R. Clifford                         800(9)                    0%

Gary W. Douglass                        8,000(10)                   0%

Joanne S. Griffin                       2,800(11)                   0%

Timothy A. Hufker                       7,000(12)                   0%

John M. Krings                         27,756(13)                   0%

Lee M. Liberman                         1,200(14)                   0%

Ingrid Otero-Smart                          0                       0%

J. David Pierson                       51,000(15)                   0%

Nicholas L. Reding                      6,009(16)                   0%

Fran Scheper                           11,645(17)                   0%

Martin Sneider                          4,900(18)                   0%

Richard Tarpley                        12,940(19)                   0%

Virginia V. Weldon                      1,300(20)                   0%

Directors and executive               163,593(8)(9)(10)            1.7%
officers as a group                   (11)(12)(13)(14)
                                      (15)(16)(17)(18)
                                      (19)(20)(21)

- ----------------------

(1)   Beneficial ownership is determined in accordance with the rules of the SEC
      and generally includes voting or investment power with respect to
      securities. Shares of common stock subject to stock options and warrants
      currently exercisable or exercisable within 60 days are deemed outstanding
      for purposes of computing the percentage ownership of the person holding
      the options and the percentage ownership of any group of which the holder
      is a member, but are not deemed outstanding for computing the percentage
      ownership of any other person. Except as indicated by footnote, and
      subject to community property laws where applicable, to the knowledge of
      the Knightspoint group, the persons named in the table have sole voting
      and investment power with respect to all shares of common stock shown as
      beneficially owned by them.

(2)   Van Den Berg Management has sole voting and sole dispositive power with
      respect to 41,343 shares and shared voting and shared dispositive power
      with respect to 1,545,437 shares.

(3)   NewSouth Capital Management, Inc. has sole voting power for 751,168 shares
      and sole dispositive power for 955,468 shares. It has no shared voting or
      shared dispositive power.

(4)   DePrince, Race & Zollo, Inc. has sole voting power and sole dispositive
      power with respect to 915,035 shares.

                                       37


(5)   Consists of 102,321 shares owned by Knightspoint Partners I, L.P., 216,000
      shares owned by Ramius Securities, LLC, 192,000 shares owned by RCG
      Ambrose Master Fund, Ltd. and 192,000 shares owned by Ramius Master Fund,
      Ltd. Each of Mr. Koeneke and Mr. Meyer has shared voting and dispositive
      power with respect to the 102,321 shares owned by Knightspoint Partners I,
      L.P. Mr. Mitchell has voting and dispositive power with respect to the
      216,000 shares owned by Ramius Securities, LLC, the 192,000 shares owned
      by RCG Ambrose Master Fund, Ltd. and the 192,000 shares owned by Ramius
      Master Fund, Ltd.

(6)   Includes 94,000 shares owned by family members of Senior Managing
      Directors of First Manhattan Co., which were reported for informational
      purposes. First Manhattan Co. disclaims dispositive power as to 84,000 of
      such shares and beneficial ownership as to 10,000 shares. It has sole
      voting and sole dispositive power with respect to 361,500 shares and
      sharing voting and shared dispositive power as to 94,000 shares.

(7)   Barclays Global Investors, NA and Barclays Global Fund Advisors, both of
      which are subsidiaries of Barclays Bank PLC, beneficially owned an
      aggregate of 446,855 shares. Barclays Global Investors, NA has sole voting
      and sole dispositive power with respect to 327,918 shares and Barclays
      Global Fund Advisors has sole voting and sole dispositive power with
      respect to 118,937 shares. All shares are held in trust for the benefit of
      the beneficiaries of the trust accounts.

(8)   Consists of 800 Phantom Stock Rights, which on the date of aware are based
      on value of common stock.

(9)   Consists of 800 Phantom Stock Rights, which on the date of aware are based
      on value of common stock.

(10)  Includes 5,000 shares which Mr. Douglass has the right to acquire within
      60 days after April 24, 2003 upon the exercise of employee stock options.

(11)  Includes 800 Phantom Stock Rights, which on the date of aware are based on
      value of common stock.

(12)  Includes 6,124 shares which Mr. Hufker has the right to acquire within 60
      days after April 24, 2003 upon the exercise of employee stock options and
      876 shares held under the Company's Employees' Profit Sharing Plan and
      Trust.

(13)  Includes 25,000 shares which Mr. Krings has the right to acquire within 60
      days after April 24, 2003 upon the exercise of employee stock options and
      256 shares held under the Company's Employees' Profit Sharing Plan and
      Trust.

(14)  Excludes 79,846 Growth Units for Deferred Compensation, which are based on
      book value.

(15)  Includes 50,000 shares which Mr. Pierson has the right to acquire within
      60 days after April 24, 2003 upon the exercise of employee stock options.

(16)  Includes 4,800 Phantom Stock Rights, which on the date of award are based
      on value of common stock, and excludes 16,562 Growth Units for Deferred
      Compensation, which on the date of award are based on book value.

(17)  Includes 10,191 shares which Ms. Scheper has the right to acquire within
      60 days after April 24, 2003 upon the exercise of employee stock options
      and 1,203 shares held under the Company's Employees' Profit Sharing Plan
      and Trust.

(18)  Includes 4,400 Phantom Stock Rights, which on the date of award are based
      on value of common stock.

(19)  Includes 10,191 shares which Mr. Tarpley has the right to acquire within
      60 days after April 24, 2003 upon the exercise of employee stock options,
      533 shares held under the Company's Employees' Profit Sharing Plan and
      Trust and 941 shares beneficially owned by Mr. Tarpley's wife, as to which
      he has neither voting nor investment power.

(20)  Includes 800 Phantom Stock Rights, which on the date of aware are based on
      value of common stock.

(21)  Includes 4,506 shares for executive officers as a group held under the
      Company's Employees' Profit Sharing Plan and Trust.


                                       38




                                                                         ANNEX C


                     FORM OF CONSENT SOLICITED ON BEHALF OF
                             THE KNIGHTSPOINT GROUP

      The undersigned, a holder of shares of common stock, par value $0.40 per
share (the "common stock"), of CPI Corp., a Delaware corporation (the
"Company"), as of the record date, hereby consents pursuant to Section 228 of
the Delaware General Corporation Law, with respect to all of the shares of
common stock which the undersigned is entitled to vote, to each of the following
actions without a meeting of the stockholders of the Company:

      IF YOU SIGN, DATE AND RETURN THIS CARD WITHOUT INDICATING YOUR VOTE ON ONE
OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE CONSENTED WITH
RESPECT TO SUCH PROPOSALS. IF YOU CONSENT OR ABSTAIN WITH RESPECT TO ONE OR MORE
OF THE FOLLOWING PROPOSALS, THIS CONSENT CARD WILL REVOKE ANY PREVIOUSLY
EXECUTED REVOCATION OF CONSENT WITH RESPECT TO SUCH PROPOSALS.

      [X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

      THE KNIGHTSPOINT GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS CONSENT TO
ALL OF THE FOLLOWING PROPOSALS:

      Proposal No. 1 -- Remove the Following Members of the Board of
Directors: Edmond S. Abrain, Joanne S. Griffin, Lee M. Liberman, Ingrid
Otero-Smart, Nicholas L. Reding, Martin Sneider and Virginia V. Weldon, and
any director (other than those elected by this consent) elected or appointed
to the Board of Directors to fill any vacancy caused by removal or
resignation of any director or any newly created directorships prior to the
effective time of this consent.

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]

      Proposal No. 2 -- Amend Section 3.2 of Article III of the Company's
Amended By-Laws to Set the Size of the Board of Directors at Eight Members

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]

      Proposal No. 3 -- Amend Section 2.2 of Article III of the Company's
Amended By-Laws to Authorize Stockholders Holding 25% or More of the
Company's Common Stock to Call Special Meetings of Stockholders

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]

      Proposal No. 4 -- Amend Article III of the Company's Amended By-Laws to
Authorize Only Stockholders, and Not Directors, to Fill Board Vacancies
Resulting from Stockholder Action until at least 20 days after Creation of such
Vacancy

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]


                                       39



      Proposal No. 5 -- Repeal any Amendments to the By-Laws, if any, adopted by
the Board of Directors after September 1, 2003, or Adopted Prior Thereto but Not
Publicly Disclosed Prior to November 1, 2003 and Prior to Effectiveness of this
Consent

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]

      Proposal No. 6 -- Elect James J. Abel, Michael S. Koeneke, David M.
Meyer, Mark R. Mitchell, Steven J. Smith and John Turner White IV as
Directors until the 2004 Annual Meeting

      CONSENTS [  ]     WITHHOLDS CONSENT [  ]     ABSTAINS [  ]

      (Instruction: If you wish to consent to the election of certain of the
Knightspoint group nominees, but not all of them, check the "CONSENTS" box above
and write the name of each such person you do not wish elected in the following
space:

- -----------------------------------------------------------------------------
- ----------------------. If no box is marked above with respect to this proposal,
the undersigned will be deemed to consent to such proposal, except that the
undersigned will not be deemed to consent to the election of any candidate whose
name is written in the space provided above.)

      Note: The effectiveness of Proposals Nos. 1, 2, 4 and 6 is conditioned
upon the approval of the other three of such four related proposals.  The
effectiveness of Proposals Nos. 3 and 5 is not subject to or conditioned upon
the approval of any other proposal.



      IMPORTANT: THIS CONSENT MUST BE SIGNED AND DATED TO BE VALID.

                                                Dated:

                                                ---------------------------


                                                ---------------------------
                                                Signature:


                                                ---------------------------
                                                Signature (if held jointly):


                                                ---------------------------
                                                Title or Authority

Please sign exactly as name appears hereon. If shares are registered in more
than one name, the signature of all such persons should be provided. A
corporation should sign in its full corporate name by a duly authorized officer,
stating his or her title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by an authorized person. The
consent card votes all shares in all capacities.

                                       40


PLEASE MARK, SIGN AND DATE THIS CONSENT BEFORE MAILING THE CONSENT IN THE
ENCLOSED ENVELOPE.

      If you have any questions or need assistance in voting your shares,
please contact D.F. King & Co., Inc. toll-free at 1-888-869-7406 or if you
are a bank or broker please call collect at 1-212-269-5550.



                                       41