Member Directory plug in

Hi All,

Im a noob so hope someone can kindly help. I’m very much after a plug in that will allow me to add a members directory to my site.
The member dir will allow me to set the fields I wish for users to fill out, a category and an image. Upon filling out the form, an email is sent to the admin for account approval. Once approved the member appears within the category set in the member dir.
If it can be tied in with paypal, bonus. Is there any non-commercial plug in for such a thing?

Thanks in advanced,

jarvo1980