(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.53 - FIFTH AMENDMENT TO LICENSE AGREEMENT

               FIFTH AMENDMENT TO LICENSE AGREEMENT

                         Finite #195-020
                       Vendor #000-404-285

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

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

     WHEREAS, Licensee desires to open certain portrait
photography studios that will not use Sears Tradenames or
Marks (the "CPI STUDIOS") and that will not be considered a
Competitive Business as defined in the License Agreement; and

     WHEREAS, Licensee and Sears agree to exclude the CPI
Studios from the provisions of SECTIONS 5.18 and 14.7 of the
License Agreement;

     NOW, THEREFORE, Sears and Licensee agree as follows:

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

     Licensee's ownership and operation of the CPI Studios
     shall not be deemed a Competitive Business and shall not
     violate the provisions of this Section 5.18; provided
     that the CPI Studios shall be distinguished from
     Licensee's operations in the Designated Locations as set
     forth herein.  The CPI Studios shall (a) operate under
     CPI's own brand; (b) not be located in or operate in
     conjunction with any third party specialty store,
     department store, discount store or other similar retail
     format;  (c) offer (i) portrait photography services and
     products in an environment of artistic customization;
     (ii) high level skills and service; (iii) extended
     session times; and (iv) alternative photography venues;
     (d) be targeted to (i) compete with independent
     professional photographers and (ii) attract high income
     families, with emphasis on graduating seniors, pets,
     weddings and customers outside the preschool segment
     that is the primary customer served by Licensee in the
     Designated Locations; and (e) the CPI Studios shall not
     share the same photographers or facilities as the
     Designated Locations.

     In addition, Licensee agrees to open no more than 10
     locations (in addition to the three Mainstreet Studios
     operated by Licensee) during the Term unless otherwise
     agreed by the parties.  Upon the opening of the 10th CPI
     Studio, the parties shall meet to discuss the impact of
     the CPI Studios upon the Licensed Business.  In the event
     that Sears determines that the CPI Studios have a
     detrimental impact upon the Licensed Business, the
     parties shall have ninety (90) days to amend the Agreement.
     In the event that agreement cannot be reached, Licensee
     shall not open any additional CPI Studios during the
     remainder of the Term.

     2. SECTION 14.7 as set forth in the Second Amendment to
the License Agreement shall be amended by adding the following
at the end of the section:

     Licensee's ownership and operation of CPI Studios shall
     not be deemed a Competitive Business and shall not
     violate the provisions of this Section 14.7.

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

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

                              SEARS, ROEBUCK AND CO.

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

                              CONSUMER PROGRAMS INCORPORATED

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