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SHEBOYGAN, Wis. (AP) -- A man accused of setting up a camera to record three preteen girls changing out of their swimsuits was charged with three counts of making a visual representation of nudity. James E. Paulsen, 48, faces a maximum of 101/2 years in prison and a $30,000 fine for the felonies. According to a criminal complaint filed Friday, the Sheboygan man knew the girls -- ages 7, 10 and 11 -- who were videotaped changing their clothes at AmericInn Motel & Suites of Sheboygan. The videotape was found at Paulsen's home last week after the father of one girl alerted authorities, the complaint said. The girls told investigators Paulsen picked them up at a house, drove them to his house to pick up a gym bag and then took them to the motel. The kids saw him place the bag in the changing room just before they went in and remove it when they were done, the complaint quoted the girls as saying. The girls confronted Paulsen but he claimed the camera was fake and offered them $20 to not say anything, the complaint said. The father of one girl reported the incident two days later. One girl told police Paulsen had set the bag next to the pool the last time she went swimming with him, the complaint said. Police recovered 90 videotapes, including one with the footage of the girls changing, from Paulsen's apartment, the complaint said. Paulsen also faces a charge of misdemeanor possession of drug paraphernalia after authorities found two marijuana pipes at his house. (Copyright 2007 by The Associated Press. All Rights Reserved.)