Exhibit 10.27


             AMENDMENT NO. 1 TO EMPLOYMENT AND NONCOMPETE AGREEMENT

         This Amendment No. 1 To Employment and Noncompete Agreement (the
"Amendment") is made and entered into as of the 25th day of August, 1998, by and
between PCA INTERNATIONAL, INC., a North Carolina corporation (the "Company");
and ERIC H. JELTRUP, a citizen and resident of the State of North Carolina
("Employee").

                              Background Statement
                              --------------------

         Employee and the Company entered into an Employment Agreement (the
"Agreement") dated as of June 9, 1997. Employee and the Company have agreed to
amend paragraph 4(a) to increase Employee's Base Rate. Capitalized words or
phrases used herein without definition shall have the meanings ascribed to them
in the Agreement.

         NOW, THEREFORE, in consideration of the mutual duties and obligations
set forth herein, and intending to be legally bound, the parties hereto agree as
follows:

         1. The Agreement is hereby amended by deleting paragraph 4(a) and
replacing it with the following:

                  "The annual base compensation rate to be paid to Employee for
                  the services to be rendered hereunder shall be Two Hundred
                  Fifty Thousand Dollars ($250,000.00), payable in accordance
                  with the Company's normal payroll practices, subject to
                  applicable federal and state income and social security tax
                  withholding requirements (the "Base Rate").

         2. Except as set forth herein, the Agreement is ratified and confirmed
in all respects.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                                                     Employee:

                                                     /s/ Eric H. Jeltrup
                                                     --------------------------
                                                     Eric H. Jeltrup


                                                     Company:

                                                     PCA International, Inc.


                                                     By: /s/ John Grosso
                                                        ------------------------

                                                     Its:_______________________