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                                                                   EXHIBIT 10(r)


                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE A


PERIOD AND RENEWAL PROVISIONS:

                This Agreement is effective as of August 1, 1997 and
contemplates purchases through January 31, 2000. The contemplated total purchase
volume over the term of this Agreement is set forth on Schedule D to this
Agreement. If this total purchase volume is not met by Buyer on or before
January 31, 2000, the term of this Agreement will automatically be extended
until this total purchase volume is met or until July 31, 2000, whichever comes
first. This Agreement is irrevocable and is to be renegotiated 180 days prior to
January 31, 2000.


TECHNOLOGY CO-OPERATION:

                PCA and Agfa will continue their on-going relationship and
explore in good faith the possibility of developing future equipment
technologies and systems.


OLD CONTRACTS:

                This Agreement replaces (i) the Sales Contract between PCA and
Agfa that was effective August 1, 1994 and (ii) the Sales Contract between
American Studios, Inc. and Agfa that was effective February 22, 1993, and both
will become null and void upon the execution of this Agreement.



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                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE B


SPECIAL PROVISIONS:

Buyer will receive a XXXX percent Advertising Allowance on its U.S. paper, film,
and chemistry purchases calculated at invoice price less any discounts taken for
early payment and less any returns (based on actual purchases), for promoting
Agfa's product and name in the United States. PCA will incorporate the Agfa
product name and logo on substantially all television advertising, printed
advertising, and merchandising materials printed, such as newspapers. slicks,
banners, in-store signage, all direct mail pieces, and in-store fliers.

Buyer shall purchase XXXX percent of its United States consumable requirements
from Seller during the contract period except that from time to time, Buyer may
purchase minimum quantities of competitive products, not to exceed XXXX percent
of Buyer's annual U.S. consumable requirements, for testing and evaluation
purposes.

Buyer agrees that in the event that this agreement is not renewed, Buyer shall
purchase color paper, film, and chemistry which is in the Seller delivery
pipeline not to exceed the normal six-month forecast of Buyer.


WARRANTIES:

All film, paper, and chemistry sold to Buyer by Seller shall conform to the
then-current quality, standards, and production specifications of Agfacolor
film, paper, and chemistry.

If, for any reason, goods sold by Seller to Buyer do not meet such requirements,
Seller agrees to replace such goods at no additional cost to Buyer, provided
that the following conditions have been met:

1.    PCA shall take all reasonable efforts to save all allegedly defective and
      used film, chemistry, and paper for examination and verification by
      Seller;

2.    All film shall be used prior to its expiration date;

3.    Seller receives from PCA within ten (10) days from the date of discovery
      written notice describing the nature of the defect, quantity, and emulsion
      numbers involved;

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4.    All inventories must be properly rotated.

      Such goods shall be replaced if defective in manufacture, labeling or
      packaging. EXCEPT FOR SUCH REPLACEMENT, PRODUCTS ARE SOLD WITHOUT WARRANTY
      OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER OR
      ANY MEMBER OF THE AGFA-GEVAERT GROUP SHALL NOT BE LIABLE FOR SPECIAL,
      INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY GOODS SOLD, EVEN
      WHERE SUCH DAMAGES ARE CAUSED BY SELLER OR ANY MEMBER OF THE AGFA-GEVAERT
      GROUP.


TRADEMARKS:

1.    PCA shall refer to Agfa-Gevaert, N.V. ("Agfa-Gevaert") as the
      manufacturer of the products covered under this Agreement in its
      advertising, literature, or otherwise, and to that effect shall refer
      to and use the "AGFA" name and rhombus and applicable Agfa trademarks
      (the "AGFA TRADEMARKS") in connection with the advertising, promotion,
      and distribution of the products covered under this Agreement. In
      advertising, promoting, and distributing the products covered under
      this Agreement, PCA shall abide by AGFA's policies regarding
      advertising and trademark usage as established from time to time by
      AGFA, including, without limitation, the particulars of the Corporate
      Design Manual, which has been provided to PCA, and as it may be
      modified by Agfa from time to time. PCA shall not alter, remove or
      tamper with the labeling on or of any of the products covered under
      this Agreement except as specifically approved by AGFA in writing in
      advance.

2.    Each time a registered trademark of Agfa-Gevaert is used, PCA will print
      it in between inverted commas and the words "registered trademark of
      Agfa-Gevaert Leverkusen/MortzelAntwerp" shall be included with an
      addendum or footnote.

3.    To maintain the reputation of the AGFA TRADEMARKS, PCA shall, from time to
      time as requested by AGFA, supply AGFA with specimens of its use of the
      AGFA TRADEMARKS. Furthermore, PCA hereby authorizes AGFA to enter and
      inspect PCA's premises and to take samples for inspection during normal
      business hours at least two times in any calendar year upon prior
      reasonable notice.

4.    THIS AGREEMENT, INCLUDING THIS ARTICLE, IS NOT INTENDED TO GIVE AND DOES
      NOT GIVE PCA ANY RIGHTS OR LICENSE WHATSOEVER IN OR TO ANY TRADEMARKS,
      TRADE NAME, PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT OF
      AGFA OR OF ITS PARENT OR THEIR AFFILIATES. DURING THE TERM OF THIS
      AGREEMENT AND THEREAFTER, PCA SHALL NOT CLAIM OWNERSHIP OF NOR CHALLENGE
      AGFA'S OWNERSHIP OR REGISTRATION OF THE TRADEMARK AGFA, AGFA RHOMBUS, THE
      TRADE NAME AGFA, OR ANY MARK OR NAME USED BY AGFA OR ITS RELATED COMPANIES
      AND THEIR SUCCESSORS.


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5.    Failure of PCA to comply with any provision of this Article will result in
      the immediate termination of this Agreement. Upon termination of this
      Agreement, PCA shall not make use of any trademarks that might be confused
      in their pronunciation, matter of writing, design, or meaning, or
      otherwise with trademarks belonging to AGFA or its parent or their
      affiliates.

6.    THIS ARTICLE STATES ALL OF THE RESPONSIBILITIES OF AGFA CONCERNING PATENT,
      TRADEMARK COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT.




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                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE C


                In consideration of PCA's performance of this Agreement during
its term, Agfa has granted to PCA an up-front contract allowance in the amount
of $XXXX in the form of credit to existing accounts receivable owed to Agfa by
PCA; provided that, if this Agreement is terminated prior to January 31, 2000,
then the overall credit will be reduced to an amount equal to (x) $XXXX times
(y) a fraction the numerator of which is the time this Agreement actually was in
effect and the denominator of which is the total contract period, and PCA will
immediately pay to Agfa the difference between the initial total credit of $XXXX
and the reduced credit as calculated above.



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                             PCA INTERNATIONAL INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE D


PCA projected 30-month (August 1, 1997 to January 31, 2000) purchase volume for
color paper, film, and chemistry from Seller with no relationship to allowances
given for sales, gross invoice price before cash discount and advertising, is
$XXXX.

Broken down as follows:

                  Color Paper                                         $XXXX *
                  Film                                                 XXXX **
                  Chemistry                                            XXXX ***

                  TOTAL                                               $XXXX



*      XXXX sq. ft.
       XXXX rolls 10" x 1148 equivalent

**     35 mm x 30 M $XXXX = XXXX rolls
       46 mm x 30 M $XXXX = XXXX rolls

***    Approximately XXXX% of paper



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                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE E


PRICES AND TERMS:


COLOR PAPER:   XXXX per sq. ft.  Type 8/10 or Equivalent for remainder of period


AGFACOLOR PORTRAIT:              XPS160 long roll 30M 35mm unperf. XXXX per roll
                                 XPS 1 60 long roll 30M 46mm XXXX per roll

CHEMICAL PRICES:  See attached page

TERMS:   2% 90 Net 270 Date of Invoice.


Agfa Division, Bayer Corporation, hereby acknowledges and agrees that the prices
for its goods hereunder are for goods delivered to Buyer's production facilities
in either Matthews, North Carolina or Charlotte, North Carolina, and that Agfa,
or an Agfa affiliate, is the importer of record for the goods.


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                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                              SCHEDULE E CONTINUED

                                CHEMICAL PRICING


<TABLE>
<CAPTION>
Chemistry                 Size              Description                              Invoice Price
---------                 ----              -----------                              -------------

<S>                       <C>               <C>                                      <C>   
AP-70 CDLR PT A            300 LTR     Low Replenishment Developer                   $ XXXX
AP-70 CDLR PT B&C          300 LTR     Low Replenishment Developer                     XXXX
AP-70 Light BL-J          6x50 LTR     Light Bleach Regenerator                        XXXX
AP-94 Light BL-J          1000 LTR     Light Bleach Regenerator                        XXXX
AP-94 Light BL-J           300 LTR     Light Bleach Regenerator                        XXXX
AP-94 CDJ PT A Conc.        60 LTR     Developer Regenerator/RA-4                      XXXX
AP-94 CDJ PT B Conc.        60 LTR     Developer Regenerator/RA-4                      XXXX
AP-94 CDJ PT C Conc.        60 LTR     Developer Regenerator/RA-4                      XXXX
AP-94 CLDR PT A             75 GAL     Low Replenishment Developer/RA-4                XXXX
AP-94 CDLR PT B             75 GAL     Low Replenishment Developer/RA-4                XXXX
AP-94 CDLR PT C             75 GAL     Low Replenishment Developer/RA-4                XXXX
AP-92 CDJ PT A              50 GAL     Developer Regenerator/EP-2                      XXXX
AP-92-CDJ PT B              50 GAL     Developer Regenerator/EP-2                      XXXX
AP-92 CDJ PT C              50 GAL     Developer Regenerator/EP-2                      XXXX
AP-92 CDJ PT D              50 GAL     Developer Regenerator/EP-2                      XXXX
FX Universal Fix Conc.      15 GAL     Universal Fix Concentrate                       XXXX
AP-70 DS                     1 GAL     Color Developer Starter/Film                    XXXX
AP-92 CDS                    1 GAL     Color Developer Starter/EP-2                    XXXX
AP-94 CDS                    1 GAL     Color Developer Starter/RA-4                    XXXX


</TABLE>
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                             PCA INTERNATIONAL, INC.

                                 SALES CONTRACT

                           DATED AS OF AUGUST 1, 1997

                                   SCHEDULE F



A.       The Sales Contract Form is hereby amended by adding the following:

         This Agreement is subject to the form terms and conditions attached to
         this Agreement (the "Terms and Conditions") and to the letter agreement
         regarding confidentiality, dated as of August 1, 1997, all of which are
         part of this Agreement.

B.       The Terms and Conditions are hereby amended as follows:

         1.       Under the caption "General," Paragraph 3 is hereby deleted and
                  replaced with the following

                  In the event that Agfa Division, Bayer Corporation, reasonably
                  believes that Buyer may lack the requisite financial resources
                  to fulfill Buyer's obligations under this Agreement, Agfa may,
                  by written notice to Buyer stating the grounds therefor, have
                  reasonable immediate access to the financial records of Buyer
                  for the sole purpose of determining Buyer's creditworthiness;
                  in the event that Agfa's review of Buyer's financial records
                  causes Agfa reasonably to conclude, or Agfa otherwise
                  reasonably concludes, that Buyer's credit has become impaired
                  and that reasonable grounds for insecurity exist with respect
                  to the continued performance of Buyer, the parties agree in
                  good faith to negotiate new payment terms.

                  When Agfa has so concluded, it shall give written notice to
                  Buyer, and the date of such notice is referred to as a "Notice
                  Date." If the parties cannot agree on new payment terms within
                  ten (10) days after a Notice Date, the firm of independent
                  certified public accountants then regularly engaged by Bayer
                  Corporation shall be requested to determine what would be
                  reasonable payment terms under the circumstances and this
                  Agreement shall be deemed amended to provide for the terms so
                  determined by the accountants. The accountants shall be
                  requested to make such determination as soon as possible, but
                  in any event shall make such determination within twenty (20)
                  days after the Notice Date.

                  Not in limitation of the foregoing, if for any reason, other
                  than the failure of Agfa to reasonably cooperate in the
                  process described above, the payment terms have not been
                  amended as set forth above and/or Buyer has not come into
                  compliance with such amended terms within thirty (30) days
                  after the Notice Date, Agfa may 



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                  on at least thirty (30) days written notice to Buyer suspend
                  shipments under this Agreement until the payment terms have
                  been deemed amended as set forth above and Buyer has come into
                  compliance with such amended terms. During the continuance of
                  any such suspension by Agfa, Buyer may purchase Reasonable
                  Quantities (as defined below) from other suppliers. Nothing in
                  this paragraph or the preceding paragraph shall limit Seller's
                  rights under the first paragraph of this section.

         2.       The "Force Majeure" provision is hereby deleted and replaced
                  with the following:

                  The non-performance of Agfa Division, Bayer Corporation, of
                  its obligation to deliver any merchandise ordered hereunder
                  shall be excused if such nonperformance is occasioned by any
                  strike or any other labor trouble, flood, fire, accident, or
                  any other casualty, act of God, war, adoption or imposition of
                  governmental restrictions, shortage of or inability to obtain
                  raw materials, damage by the elements, failure of equipment or
                  other cause of like or unlike nature beyond the control of
                  Agfa Division, Bayer Corporation. In the event of such force
                  majeure, Agfa Division, Bayer Corporation may, in the exercise
                  of reasonable discretion, discontinue shipments and/or
                  allocate distribution until the cause of the delay is removed.
                  Buyer shall have the right, without breaching this Agreement,
                  to purchase products from other suppliers during the period
                  Seller has discontinued or delayed shipments, provided that
                  during such period Buyer shall not purchase in excess of
                  Reasonable Quantities (as defined below). As used in this
                  Schedule F, "Reasonable Quantities" shall mean reasonable
                  quantities of the products covered by this Agreement based on
                  purchases for the associated time period in previous years,
                  but no more than Buyer's reasonable requirements under
                  then-current business conditions.

                  In the event that shipments are suspended or delayed for
                  ninety (90) days or more due to such force majeure, Buyer may
                  terminate this Agreement upon written notice; in such event,
                  the overall credit provided for in Schedule C of this
                  Agreement shall be reduced in accordance with Schedule C;
                  provided, however, that the overall credit shall not be so
                  reduced if the force majeure event giving rise to the
                  suspension of performance by Agfa consists of (i) a shortage
                  of raw materials that does not prevent Agfa from performance,
                  (ii) a governmental restriction that does not have the effect
                  of actually prohibiting the sale or the importation of the
                  goods, or (iii) any other cause that does not prevent Agfa
                  from performance but merely makes performance by Agfa more
                  expensive.

         3.       The "Termination" provision is hereby revised to read as
                  follows:

                  Seller reserves the right, among other remedies, to either
                  cancel this Agreement or suspend further deliveries under it
                  in the event Buyer fails to pay for any one shipment when the
                  same becomes due, provided that Seller has given Buyer the


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                  opportunity to cure the default for a period of thirty (30)
                  days after receipt of written notice from Seller.

                  Buyer reserves the right, among other remedies, to either
                  cancel this Agreement or suspend further payments under it in
                  the event Seller is unable (other than due to force majeure),
                  after notice and a reasonable opportunity to cure such
                  failure, to provide goods in compliance with then current
                  quality, standards, and production specifications of Agfacolor
                  film, paper and chemistry; or if Seller breaches in any
                  material respect any warranty or other obligation of Seller
                  contained in this Agreement and does not rectify such breach
                  after notice and a reasonable opportunity to cure such breach.


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