**PCA
      EMPLOYMENT AGREEMENT**




THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made on this 8th day of March, 2004 by
      and between PCA International, Inc. and all subsidiary companies (collectively
      referred to herein as “PCA” or the “Company”) and type or print in full name:
      Todd J. Fine (“Employee”).




Employee
      accepts and agrees to his/her continuing employment with PCA and all the
      benefits thereof, subject to the terms and conditions of this Agreement and
      such
      other rules, policies and practices that PCA has instituted and may institute
      in
      the future.




TERMS
      AND CONDITIONS




1.  Exclusiveness
      of Employment .
      Employee agrees faithfully to perform the duties assigned to him/her to the
      best
      of his/her ability, to devote his/her full and undivided time to the transaction
      of PCA’s business, to make to PCA prompt, complete and accurate reports of
      his/her work and expenses when required, promptly to remit to PCA all monies
      of
      PCA collected by Employee or that came into the possession of Employee, and
      not
      to engage in any other business similar to that of PCA during the term of this
      Agreement.




2.  Compensation .
      In
      consideration of Employee’s services, PCA agrees to pay to Employee compensation
      in such amounts and at such times as determined by the Company.




3.  Protection
      of Proprietary Interests .
      In
      order to maintain the integrity of PCA’s proprietary interests in information
      and practices with which Employee may come in contact while in PCA’s employ,
      Employee agrees as follows:




(a)  Disclosure
      of Information .
      Employee recognizes that his/her employment by PCA may provide Employee access
      to “confidential information” (as defined below) which is a valuable and unique
      asset that PCA is entitled to protect from publication by any third party.
      Employee will not, during or after his/her employment by PCA, without PCA’s
      express written consent, disclose any such confidential information to any
      person or other entity for any reason whatsoever or use or exploit in any way
      any such confidential information for his/her own purpose(s) or for the benefit
      of any person or other entity. Without limiting the generality of the foregoing,
      “confidential information” shall include: production processes, raw materials
      and their suppliers; production or pricing statistics; actual production and
      sales results; research or other information regarding equipment, sales,
      marketing, merchandising, designs and the likes, sales data and information
      not
      otherwise available to the trade; future plans or projections of PCA regarding
      the business of PCA; customer lists (the term “customer” includes licensees,
      retail stores and chains and the final consumer of goods or services); the
      earnings of other employees of PCA and any other private or personal information
      relating to such employees.




(b)  Covenant
      Not to Compete .
      For a
      period of one (1) year from the date Employee ceases for any reason to be
      employed by PCA, Employee shall not engage in any business in competition with
      PCA, whether such engagement is as an officer, director, employee, partner,
      sole
      or joint owner, financier or independent contractor, in the following locales:
      (i) the last city in which Employee resided while employed by PCA;
      (ii) the state in which the city described in 3(b) above is located;
      (iii) or any state contingent to the state described in 3(b)(ii)
      above.




The
      geographical areas described in 3(b)(i)-(iii) are several and, should a court
      or
      other body having jurisdiction to interpret and enforce this Agreement determine
      that the proscription against competition by Employee in one of the geographical
      areas is unenforceable, the provision containing that geographical area shall
      be
      stricken from this Agreement without affecting the validity of the remaining
      provisions of this paragraph 3(b). In addition, during such one
      (1) year period, Employee shall not: (a) solicit orders for,
      sell or
      try to sell any products or services of the kind sold by PCA to any customer
      of
      the Company that did business with the Company while Employee was in the
      Company’s employ; or (b) recruit or induce other employees of the Company
      to resign or otherwise terminate their employment with the Company. (The Company
      will exercise no rights under this subparagraph not permitted by applicable
      law.)




(c)  Inventions .
      Employee hereby sells, transfers and assigns to PCA or its designee all of
      Employee’s right, title, and interest in and to all inventions, ideas,
      disclosures, improvements and innovations, whether patented or unpatented,
      and
      all copyrightable materials made or conceived by Employee solely or jointly
      with
      others, during the term of Employee’s employment by PCA that relate to method,
      formula, designs, products, processes or devices sold, leased, used or under
      consideration for development by PCA or that otherwise relate to or pertain
      to
      the business, functions or operations of PCA. Employee agrees to execute and
      deliver to PCA such documents as may be required of Employee to permit PCA
      or
      its designee to obtain patent rights thereon or so obtain copyright
      thereof.




4.  Adherence
      to Policies .
      Employee agrees to adhere to all policies of PCA as may be published in any
      employee handbook, operations manual, memo or other communication of such
      policies to Employee by PCA, specifically including, but not limited to,
      policies regarding discrimination or harassment. Employee further agrees to
      report immediately any violation or suspected violation of Company policy,
      specifically including, but not limited to, any violation or suspected violation
      of Company policy regarding discrimination or harassment.




5.  Termination
      of Employment .




(a)  Nature
      of Employment .
      Employee recognizes and acknowledges that Employee’s employment is for no
      specific term, that employment is at-will and Employee may be discharged, or
      Employee may resign, at any time with or without cause and without advance
      notice of any specific duration. Employee further recognizes that his/her
      at-will status may not be altered, and Employee may not become an employee
      for a
      definite term absent a written contract of Employment executed by the President
      of the Company, which execution must be witnessed by the Company’s Vice
      President of Human Resources.




(b)  Return
      of PCA Materials .
      Employee agrees that, upon the termination of his/her employment, Employee
      will
      promptly turn over to PCA all books, records, lists, accounts, photography,
      schedules, charts, manuals, notes, documents, photographic equipment and
      supplies in his/her possession and any other writing containing any confidential
      information as described in paragraph 3 above, whether or not made on the ___
      or
      premises of PCA, all of which shall be deemed to be the unique property of
      PCA.




(c)  Final
      Wage Payment .
      The
      Company shall promptly pay Employee his/her wages earned to the date of
      termination as required by applicable law, except as may be modified by
      subparagraph (d) below.




(d)  Lawful
      Deductions From Wage Payment .
      Employee acknowledges that, during the course of his/her employment by PCA,
      he/she may be advanced certain sums of money later to be deemed compensation
      for
      work done, relocation, or the traveling and entertainment expenses to be
      incurred by Employee, and that he/she may have in his/her possession certain
      property and materials belonging to PCA. Therefore, Employee agrees that, upon
      Employee’s termination for any reason, PCA has the right to deduct from all
      earnings (which shall include all earned commissions, salary, bonuses, earned
      but unused vacation pay, severance pay and other forms of compensation) due
      Employee such amount as is necessary to reimburse PCA for: (i) travel
      or
      entertainment expenses advanced, less all documented expenses incurred while
      employed; (ii) any overpayment of earnings resulting from any reason;
      and
      (iii) the cash value of any and all equipment assigned to employee for
      the
      accomplishment of assigned duties which has not been returned to
      PCA.




Employee
      agrees to execute promptly all such written authorizations and agreements,
      upon
      presentation to Employee, as the Company may require in order to exercise its
      rights under this subparagraph (d) in accordance with applicable law. (The
      Company will exercise no rights under this subparagraph not permitted by
      applicable law.)




6.  Partial
      Invalidity .
      If any
      part or provision of this Agreement shall be determined by a court of competent
      jurisdiction to be invalid or unenforceable, then the remaining parts and
      provisions that can be separated from the invalid, unenforceable parts or
      provisions shall continue in full force and effect.




7.  Survival
      of Obligations .
      Employee agrees that such of his/her obligations as are set forth in the
      Agreement as by their nature survive the employment relationship are continuing
      obligations and duties and shall survive the termination of Employee’s
      employment.




8.  Enforcement
      of Agreement .
      If
      there is a breach or threatened breach of any provision of this Agreement,
      PCA
      shall be entitled to an injunction to restrain Employee from such breach.
      Nothing herein shall prohibit PCA from pursuing any other remedy for such breach
      or threatened breach.




9.  Voluntary
      Consent to Jurisdiction; Controlling Law and Arbitration
      Provision .
      Employee agrees that all disputes arising out of this Agreement, and all future
      disputes, claims or demands arising out of or relating to the employment
      relationship between Employee and PCA, including, but not limited to, all claims
      which Employee may have which can be asserted under local, state or federal
      statute or law, shall be brought exclusively in the Superior Court of
      Mecklenburg County, North Carolina, or the United States District Court
      for
      the Western District of North Carolina, Charlotte Division, and in no
      other
      forum. Employee hereby voluntarily consents to the personal and subject matter
      jurisdiction of these courts for the purpose of finally adjudicating any claims
      subject to this forum selection clause, and Employee irrevocably agrees to
      be
      bound (subject to any available right of appeal) by any judgment rendered or
      relief granted by such court. Employee further agrees and covenants not to
      bring
      suit against PCA in any court or jurisdiction other than stated above. Employee
      also agrees that any dispute of any kind arising out of or relating to this
      Agreement or to Employee’s employment relationship with PCA shall at PCA’s sole
      election be submitted to binding arbitration before the American Arbitration
      Association in Mecklenburg County, North Carolina, which election may
      be
      made by PCA at any date prior to the last day to answer and/or respond to a
      summons and/or complaint made by the Employee. This Agreement shall be governed
      by and construed in accordance with the substantive law of the state of North
      Carolina (without giving effect to North Carolina choice-of-law provisions)
      in
      all states and jurisdictions in which any party to this Agreement seeks to
      have
      it enforced.




10.  Additional
      Terms of Employment .
      This
      Agreement may not be waived or modified by any oral agreement or by any written
      agreement unless the written agreement is in the form stated below. Any
      modification, alteration or waiver of any provision of this Agreement, in order
      to be valid, must be in writing and signed by the President and the Vice
      President of Human Resources of PCA.




11.  Benefit .
      The
      rights and obligations of the Company under this Agreement shall inure to the
      benefit of and be binding upon the Company, its parent, subsidiaries and all
      other affiliated companies or entities, their successors or
      assigns.




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IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written




PCA
      INTERNATIONAL, INC.




By: /s/
      Gerri Pettit


Title: Corporate HR Administrator




EMPLOYEE:




By: /s/
      Todd Fine


Todd
      Fine


(Print
      Name)