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                                                                   Exhibit 10(l)





                       EMPLOYMENT AND NONCOMPETE AGREEMENT



         THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and
entered into as of the 28th day of January, 1997, by and between RANDY J.
BATES, an individual resident of Lake Wylie, South Carolina ("Bates"), and PCA
INTERNATIONAL, INC., a North Carolina corporation with its principal executive
offices located in Matthews, North Carolina (the "Company").

         IN CONSIDERATION of the promises and the mutual covenants contained
herein, the parties hereto agree as follows:


         1. EMPLOYMENT. Subject to the terms and conditions stated herein, and
in consideration of Bates' obligations and covenants, including without
limitation, those obligations and covenants set forth in Section 5 hereof, the
Company agrees to employ Bates, and Bates accepts such employment, as a Special
Advisor to the President and CEO, subject to the order, supervision and
direction of the Chief Executive Officer of the Company (the "CEO").

         2. DUTIES. Bates shall serve the Company as Special Advisor and shall
devote to the business of the Company in the performance of his duties as
Special Advisor his best efforts and such time as may be reasonably requested by
the CEO.

         In no event, during the Term of Employment, shall Bates be required to
report other than to the President and CEO of the Company. The President and CEO
shall deal with Bates in good faith and shall not require that he relocate his
residence, require unreasonable travel, or require him to perform tasks which
would be demeaning or degrading to one in his position.

         As Special Advisor, Bates shall perform such duties as the President
and CEO may prescribe.

         3. TERM OF EMPLOYMENT. The term of Bates' employment by the Company
hereunder shall commence as of the date hereof and shall continue for a period
of four (4) months after such commencement date (the "Term of Employment").

         4. COMPENSATION. The base monthly compensation rate to be paid to Bates
for the services to be rendered hereunder ("Monthly Base Rate") throughout the
Term of Employment shall be Thirteen Thousand Seven Hundred Fifty and No/100
Dollars ($13,750.00), payable in accordance with the Company's normal payroll
practices, subject to applicable federal and state income and social security
tax withholding requirements. In the event any of the monthly 

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payments due
hereunder shall become more than three (3) months past due, Employee shall have
the option to accelerate the remaining payments due hereunder so that they shall
be due and payable in full.

         5.       NONCOMPETITION, SECRECY AND INVENTIONS.

                  (a) Bates specifically acknowledges and agrees that his
employment with the Company will bring him in personal contact with accounts and
customers of the Company, and will enable him to acquire valuable information as
to the nature and character of the business of the Company and the requirements
of the accounts and customers of the Company. Bates acknowledges and agrees that
in the event he were to become employed by some other employer or enter the same
or similar business as the Company on his own or in conjunction with others in
competition with the Company, such personal contacts with the customers and
accounts of the Company and the knowledge of such valuable information would
give to Bates an unfair competitive advantage.

         Throughout the Term of Employment and for a period of five (5) years
and eight (8) months thereafter (Bates' Term of Employment and the period
thereafter, together, the "Term of the Covenants"), Bates shall not, directly or
indirectly, as principal, agent, manager, employee, partner, shareholder,
director, officer, consultant or otherwise, participate in or engage in the
Lines of Business, as hereinafter defined; provided, however, that Bates may own
up to one percent (1%) of the outstanding securities of any corporation which is
engaged in the Lines of Business (except the Company) so long as such securities
are traded on a national securities exchange or are included in the National
Association of Securities Dealers Quotation System. "Lines of Business" for
purposes of this Section 5 shall mean the provision of portrait photography
services through itinerant or traveling operations or permanent studios or any
other portrait photography service, the processing or developing of photographic
film in connection with such provision and any other lines of business in which
the Company may engage during the Term of Employment.

                  (b) In performing the covenants set forth in this Section 5
(all of the covenants of Bates set forth in this Section 5, together, the
"Covenants Not to Compete"), Bates shall not, without limitation, during the
Term of the Covenants engage in the Lines of Business with any of the following:

                  1.       any client, account or customer of the Company, or
                           any subsidiary or affiliate of the Company, that has
                           done business with the Company or such affiliate or
                           subsidiary within two (2) years of the date of any
                           alleged competitive act by Employee;

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                  2.       any client, account or customer of the Company, or
                           any subsidiary or any affiliate of the Company, that
                           has transacted any business with the Company within
                           the twelve months preceding the date of this
                           Agreement;

                  3.       Wal-Mart Stores, Inc. or any subsidiary thereof
                           ("Wal-Mart");

                  4.       any affiliate of Wal-Mart, including without
                           limitation Sam's Wholesale Club, HYPERMART*USA and
                           Wal-Mart SuperCenters (a "Wal-Mart Affiliate");

                  5.       KMart Corporation or any subsidiary thereof
                           ("KMart");

                  6.       any affiliate of KMart, including without limitation
                           KMart SuperCenters (a "KMart Affiliate");

                  7.       PETsMART, Inc. or any subsidiary thereof
                           ("PETsMART");

                  8.       any affiliate of PETsMART (a "PETsMART Affiliate");

                  9.       any current or prospective institutional customer
                           ("Institutional Customer");

                  10.      CPI Corp.;

                  11.      Lifetouch National School Studios, Inc.;

                  12.      any Wal-Mart store that does business with the
                           Company during the Term of the Covenants;

                  13.      any Wal-Mart Affiliate store that does business with
                           the Company during the Term of the Covenants;

                  14.      any Wal-Mart store with which the Company previously
                           conducted business but no longer conducts business or
                           the Board of Directors reasonably expects to do
                           business during the Term of the Covenants;

                  15.      any Wal-Mart Affiliate store with which the Company
                           previously conducted business but no longer conducts
                           business or the Board of Directors reasonably expects
                           to do business during the Term of the Covenants;

                  16.      any PETsMART store that does business with the
                           Company during the Term of the Covenants;



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                  17.      any PETsMART Affiliate store that does business with
                           the Company during the Term of the Covenants;

                  18.      any PETsMART store with which the Company previously
                           conducted business but no longer conducts business or
                           the Board of Directors reasonably expects to do
                           business during the Term of the Covenants;

                  19.      any PETsMART Affiliate store with which the Company
                           previously conducted business but no longer conducts
                           business or the Board of Directors reasonably expects
                           to do business during the Term of the Covenants;

                  20.      any Institutional Customer with which the Company
                           previously conducted business but no longer conducts
                           business or the Board of Directors reasonably expects
                           to do business during the Term of the Covenants;

                  21.      any KMart store that does business with the Company
                           during the Term of the Covenants;

                  22.      any KMart store that does business with the Company
                           during the Term of the Covenants;

                  23.      any KMart store with which the Company previously
                           conducted business but no longer conducts business or
                           the Board of Directors reasonably expects to do
                           business during the Term of the Covenants;

                  24.      any KMart Affiliate store with which the Company
                           previously conducted business but no longer conducts
                           business or the Board of Directors reasonably expects
                           to do business during the Term of the Covenants;

                  25.      Cifra, S.A. de C.V.;

                  26.      Aurrera, S.A. de C.V., a subsidiary of Cifra, S.A. de
                           C.V.;

                  27.      any other subsidiary of Cifra, S.A. de C.V.;

                  28.      Olan Mills;

                  29.      Expressly Portraits;

                  30.      any employee or former employee of the Company, whose
                           employment with the Company terminated less than two
                           (2) years prior to Employee's association with such
                           employee or former employee, within a ten-mile radius
                           of any Wal-Mart store or any store 







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                           in which the Company has engaged in the Lines of
                           Business within six (6) months prior to Employee's
                           engaging in the Lines of Business; or

                  31.      any person or entity in the geographic areas listed
                           in paragraph 10(c) hereinbelow.

                  (c) In performing the Covenants Not to Compete, Bates shall
not, without limitation, during the Term of the Covenants engage in the Lines of
Business in any of the following geographic areas:

                  1.       The United States of America;

                  2.       The State of Alabama;

                  3.       The State of Arizona;

                  4.       The State of Arkansas;

                  5.       The State of California;

                  6.       The State of Colorado;

                  7.       The State of Connecticut;

                  8.       The State of Delaware;

                  9.       The District of Columbia;

                  10.      The State of Florida;

                  11.      The State of Georgia;

                  12.      The State of Idaho

                  13.      The State of Illinois;

                  14.      The State of Indiana;

                  15.      The State of Iowa;

                  16.      The State of Kansas;

                  17.      The State of Kentucky;

                  18.      The State of Louisiana;

                  19.      The State of Maine;

                  20.      The State of Maryland;

                  21.      The State of Massachusetts;

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                  22.      The State of Michigan;

                  23.      The State of Minnesota;

                  24.      The State of Mississippi;

                  25.      The State of Missouri;

                  26.      The State of Montana

                  27.      The State of Nebraska;

                  28.      The State of Nevada

                  29.      The State of New Hampshire;

                  30.      The State of New Jersey;

                  31.      The State of New Mexico

                  32.      The State of New York;

                  33.      The State of North Carolina;

                  34.      The State of North Dakota;

                  35.      The State of Ohio;

                  36.      The State of Oklahoma;

                  37.      The State of Oregon;

                  38.      The State of Pennsylvania;

                  39.      The Commonwealth of Puerto Rico;

                  40.      The State of Rhode Island;

                  41.      The State of South Carolina;

                  42.      The State of South Dakota;

                  43.      The State of Tennessee;

                  44.      The State of Texas;

                  45.      The State of Utah

                  46.      The State of Vermont;

                  47.      The State of Virginia;

                  48.      The State of Washington;

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                  49.      The State of West Virginia;

                  50.      The State of Wisconsin;

                  51.      The State of Wyoming;

                  52.      Mexico;

                  53.      Canada;

                  54.      Puerto Rico;

                  55.      South America;

                  56.      Latin America;

                  57.      Asia;

                  58.      China; and

                  59.      Counties in each State of the United States where the
                           Company has customers.

                  (d) As applied to the categories of persons, firms and
entities and geographic areas covered by the Covenants Not to Compete, the
provisions of paragraphs 5(b) and 5(c), respectively, shall be completely
severable and independent, and any invalidity or unenforceability thereof as
applied to any of such persons, firms or entities or geographic areas shall not
affect the validity or enforceability thereof as applied to any one or more of
the other persons, firms or entities or geographic areas.

                  (e) Throughout the Term of the Covenants, Bates shall not
directly or indirectly cause or attempt to cause any supplier or customer of the
Company, or any of its subsidiaries or affiliates, or any governmental body or
public agency, not to do business with the Company or such subsidiary or
affiliate or -to transfer all or part of its business from the Company-, or such
subsidiary or affiliate, or otherwise interfere or attempt to interfere with any
business relationship between the Company, or any of its subsidiaries or
affiliates, and any of such suppliers, customers, government bodies or public
agencies, unless directed by the Board of Directors of the Company to so do.

                  (f) Bates acknowledges that irreparable injury will result to
the Company from any breach of the Covenants Not to Compete and there is no
adequate remedy at law to redress a breach or threatened breach of the Covenants
Not to Compete As a result of the foregoing, Bates agrees that the parties
seeking to enforce any of such provisions shall be entitled to an injunction or
other equitable relief against Bates to restrain him from such breach, and Bates
waives any claim or defense that the Company has an adequate remedy at law for
any such breach; provided, however, that nothing contained herein shall prohibit
the Company, or any 

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subsidiary or affiliate of the Company, from pursuing any other remedy it may
have, including without limiting the generality of the foregoing the recovery of
damages.

                  (g) If any court determines that any provision of this Section
5, or any part thereof, is invalid or unenforceable, the remainder of this
Section 5 shall not thereby be affected and shall be given full effect, without
regard to the invalid portions. If any court determines that any provision of
this Section 5, or any part thereof, is unenforceable because of the duration or
geographic scope of such provision, the parties agree that such court shall have
the power to reduce the duration or scope of such provision, as the case may be,
and the parties agree to request the court to exercise such power, and, in its
reduced form, such provision shall then be enforceable and shall be enforced.
The provisions of this Section 5 shall survive the termination of this
Agreement, for whatever reason.

                  (h) At all times, both during and after the termination of his
employment, Bates shall keep and retain in confidence and shall not, without the
prior written consent of the Company, disclose to any persons, firm or
corporation or otherwise use for his own benefit or the benefit of another any
of the proprietary, confidential or secret information or trade secrets of the
Company. Further, Bates and the Company agree to keep confidential the terms and
conditions of this Agreement except for such disclosure as may be required (i)
in the event of a breach of this Agreement, (ii) compulsion by law or court
order, or (iii) as may be required by any applicable provision of law.

                  (i) In consideration of employment, and the compensation paid
to Bates as an employee of the Company, Bates hereby recognizes as the exclusive
property of, and assigns, transfers and conveys to, the Company without further
consideration each invention, discovery or improvement (hereinafter collectively
referred to as "inventions") made, conceived, developed or first reduced to
practice by Bates (whether alone or jointly with others) during the Term of
Employment or within one (1) year thereafter which relates in any way to Bates'
work at the Company or any of its subsidiaries or affiliates. Employee will
communicate to the Company current written records of all such inventions, which
records shall be and remain the property of the Company. Upon request by the
Company, Bates will at any time execute documents assigning to the Company, or
its designees, any such invention or any patent application or patent granted
therefor, and will execute any papers relating thereto. Bates also will give all
reasonable assistance to the Company, or its designee, regarding any litigation
or controversy in connection with his inventions, patent applications, or
patents, all expenses incident thereto to be assumed by the Company.

         (j) As additional consideration payable hereunder and specifically as
payment for the Covenants Not to Compete, the Company shall pay to Bates the
Monthly Base Rate beginning at the

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the end of the Term of Employment throughout the Term of the Covenants. Such
payments shall be made monthly in arrears. In the event any of the monthly
payments due hereunder shall become more than three (3) months past due,
Employee shall have the option to accelerate the remaining payments due
hereunder so that they shall be due and payable in full.

         (k) Notwithstanding anything herein to the contrary, any participation
in or engagement in the Lines of Business by Interactive Solutions, Inc., a
North Carolina corporation, or any successor thereto, or by Grant Holcomb, a
resident of North Carolina, shall be a breech of this Section 5 by Employee.

         6. GOVERNING LAW. This Agreement shall be construed and governed under
the laws of the State of North Carolina.

         7. BINDING NATURE. Except as expressly provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and assigns. The obligations and covenants of Bates
are personal in nature and, as such, are not assignable by him.

         8. ENTIRE AGREEMENT; PRIOR ORAL AGREEMENT; AMENDMENT. This Agreement
contains the entire agreement of the parties with respect to the matters set
forth herein and supersedes all prior written and prior or contemporaneous oral
agreements or understandings of the parties hereto. This Agreement confirms and
sets forth the prior oral agreement of the parties as to the terms and
conditions of Bates' employment by the Company stated herein, including without
limitation, the obligations and covenants of Bates set forth in Section 5
hereof, and Bates' agreement to enter into a written employment agreement with
the Company, as of the date his employment by the Company commenced, stating
such terms and conditions. This Agreement may be changed or amended only by an
agreement in writing signed by both parties hereto.

         9. SEVERABILITY, INVALIDITY OR UNENFORCEABILITY. The severability,
invalidity or unenforceability of any paragraph or part of any paragraph herein
shall not in any way affect the validity or enforceability of any other
paragraph or any part of any other paragraph.

         10. PRIOR AGREEMENTS AND COVENANTS OF BATES. Bates hereby warrants and
represents that he is not a party to any agreement or binding obligation, oral
or written, that would prevent his employment by the Company, and Bates'
execution of this Agreement and his fulfillment of his duties and obligations
hereunder do not and will not violate the provisions of any agreement, contract,
loan document or other binding written or oral obligation.

         11. NOTICES. Any notice, offer, acceptance or other document required
or permitted to be given pursuant to any provisions of this Agreement shall be
in writing, signed by or on behalf of the 


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person giving the same, and (as elected by the person giving such notice)
delivered by hand or mailed to the parties at the following addresses by
registered or certified mail, postage prepaid, return receipt requested, or by a
third party company or governmental entity providing delivery services in the
ordinary course of business, which guarantees delivery on a specified date:

         If to Bates:               Randy J. Bates
                                             7 Sunrise Point Lane
                                             Lake Wylie, South Carolina 29710

         If to the Company:         PCA International, Inc.
                                             815 Matthews-Mint Hill Road
                                             Matthews, North Carolina 28105
                                             Attention:  John Grosso

         With copies to:            Thomas B. Henson
                                    ROBINSON, BRADSHAW & HINSON, P.A.
                                    One Independence Center
                                    101 North Tryon Street, Suite 1900
                                    Charlotte, North Carolina  28246-1900
                                    (704) 377-2536

or to such other address as any party hereto may designate by complying with the
provisions of this Section 15.

         Such notice shall be deemed given (i) as of the date of written
acknowledgment by Bates or an officer of the Company if delivered by hand, (ii)
seventy-two (72) hours after deposit in United States mail if sent by registered
or certified mail or (iii) on the delivery date guaranteed by the third party
delivery service if sent by such service.

         Rejection or other refusal to accept or inability to deliver because of
changed address of which no notice has been received shall not affect the date
upon which the notice is deemed to have been given pursuant hereto.
Notwithstanding the foregoing, no notice of change of address shall be effective
until the date of receipt hereof.

         16. STOCK OPTION GRANT. Bates will be granted an option to purchase
100,000 shares of the Company's common stock on the date hereof, having an
exercise price equal to 100% of the closing price at which a share of Common
Stock trades on the date of the grant's Effective Date, all as defined in the
PCA International, Inc. 1996 Omnibus Long-Term Compensation Plan (the "Plan").
Such option shall be treated as a nonqualified stock option for federal income
tax purposes. Such option shall terminate on a date that is five (5) years
following the date of grant and shall not terminate for any reason prior to such
date, including without limitation, the termination of Bates' employment
hereunder. Upon the death of Bates within such 5 year period, the options
granted hereunder will 


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be transferred to his estate or as directed in his will. Such options shall be
exercisable in full on the grant's Effective Date.

         IN WITNESS  WHEREOF,  Randy J.  Bates has set his hand and seal hereto
and PCA  International,  Inc.  has caused this  Agreement  to be executed  and 
sealed in its name by its duly  authorized  officials as of the day and year 
first above written.

                                     BATES:

                                     /s/ Randy J. Bates
                                     ------------------------(SEAL)
                                     RANDY J. BATES

                                     COMPANY:

                                     PCA INTERNATIONAL, INC.

                                     By: /s/ John Grosso
                                     --------------------------------
                                         John Grosso
                                         President and CEO

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