STATE OF FLORIDA
COUNTY OF SARASOTA


                         SALES AGREEMENT FOR ASSET SALE

     THIS  AGREEMENT  made this 24th day of November,  1999,  between  PANIFICIO
WHOLESALE  ITALIAN  BAKERY,   LLC,  A  Florida  Limited  Liability   Corporation
(hereinafter  referred  to  as  ("Seller"),   and  QCL  GROUP,  INC,  a  Georgia
Corporation (hereinafter referred to as "Purchaser").

                                       1.

     Sale of Business Assets:  The Seller shall sell to the Purchaser all assets
of the  Seller's  bakery  business  owned and  operated  under  the  trade  name
"Panificio  Wholesale  Italian  Bakery",  located  at  1540  12th  Street  East,
Palmetto,  Florida,  34221  (the  "Premises")  free  from  all  liabilities  and
encumbrances  except the Permitted  Exceptions as shown on Exhibit B, as a going
concern,  including  the good will of the business,  all accounts  receivable of
Seller,  all interest of Seller in and to the Lease Agreement between Seller and
its Landlord ("the Lease") regarding said Premises, all inventory as of the date
hereof, all transferable  licenses, and all furniture,  fixtures,  supplies, and
equipment now used by the businesses as shown on Exhibit A (all of the foregoing
being hereinafter sometimes referred to as "the Transferred Assets").

                                       2.

     Purchase  Price:  The total  purchase  price shall be paid by and through a
transfer  of stock in  Purchaser's  corporation.  The  purchase  price  shall be
payable in the following manner:

     (a)  Purchaser  shall  transfer and assign or issue capital stock to Seller
          in the equivalent of 500,000 shares of restricted  stock in QCL Group,
          Inc., said stock comprising


                                       1
<PAGE>

          the entire purchase price for the Transferred  Assets,  subject to the
          setoff  amount  (the  "Setoff")  as set  forth in  paragraph  ten (10)
          hereof.

     (b)  Purchaser  shall  pay to  Seller  $1,000.00  per  month  for 24 months
          following the Closing.  Such payment shall be made on the first day of
          each month beginning  December 1, 1999 and continuing the first day of
          each month thereafter.

                                       3.

     Closing: The closing of the transaction contemplated herein and transfer of
possession of the Premises and assets (the  "Closing")  shall be completed  upon
execution of this Agreement and transfer of all documents  necessary to transfer
ownership of the Transferred Assets.

                                       4.

     No Assumptions of  Obligations:  Purchaser and Seller agree and acknowledge
that  Purchaser  is not  assuming  any  debts of  Seller  except  the  Permitted
Exceptions and that Seller shall remain liable for all debts and  obligations of
Seller except the Permitted Exceptions.

                                       5.

     Use of  Trade  Name:  Purchaser  may use the  trade  name  "Panificio"  for
wholesale purposes but not for retail purposes. Seller may not open retail store
for sale of bakery  products  solely  using the name  "Panificio"  for its store
name.  Seller may however use the name  "Panificio" for the following  permitted
uses, this list not being exclusive but only explicatory:

1.   Purchaser may open retail outlets using the following  name,  "Southeastern
     Baking Company, Inc. selling Panificio Bread";

2.   Purchaser may make retail sales from the Premises;

3.   Purchaser  may use the  following  name  on all  advertising  "Southeastern
     Baking Company, Inc. selling Panificio Bread."


<PAGE>


                                       6.

     Accounts Payable/ Accounts  Receivable:  A list of which is attached hereto
as Exhibit C. Seller agrees that should the amount of Seller's  Accounts Payable
exceed the amounts shown on Exhibit C, the difference shall be deducted from the
purchase price as a setoff as set forth in paragraph number ten (10) hereof.

                                       7.

     Lease:  Purchaser  agrees to assume  Seller's  lease for the  Premises  and
agrees to indemnify and hold harmless Seller for any claims arising from and for
past due rent thereon.

                                       8

     Consultation:  Nicholas  Castronuovo agrees to work for Purchaser a minimum
of ten (10) hours per month for (12) months after  closing for no  compensation.
Such work  shall  include  consultation  and  procurement  of new  business  and
accounts.  Should Nicholas  Castronuovo fail to work said ten (10) hours for any
month during said twelve (12) month time period as agreed  herein,  Seller shall
forfeit  payment of the $1,000.00 per month portion of the purchase  price until
such time as Nicholas Castronuovo works said minimum ten (10) hours per month.

                                       9

     Representations   and  Warranties  of  Seller:   The  Seller  warrants  and
represents the following:

     Seller  shall pay and be  responsible  for all  unpaid  taxes and all other
claims,  obligations  or  liabilities  due at or  accruing  prior to the date of
Closing hereunder except the Permitted


<PAGE>


Exceptions.  Seller shall remain liable for all taxes except  tangible  property
tax as set forth  [ILLEGIBLE]  accruing prior to the date of Closing  including,
but not limited to, all sales taxes or payroll taxes owed by the Seller pursuant
to Seller's  operation  of the  business.  Seller  shall  remain  liable for the
payment of any lawful demands,  penalties,  assessments, or levies filed against
Seller by any tax  authorities  for taxes  accruing  during the period  prior to
Closing.  Further, the Seller covenants that the Seller will file such final tax
returns  and  reports  and  make all  payments  required  under  the same as are
required under the law; and

     All equipment is in working order. All service  agreements or warranties if
any,  pertaining  to the  equipment  and  allowed  to be  transferred  under the
provisions  thereof will be transferred to Purchaser  under this Agreement at no
additional cost to Purchaser; and

     All  financial  and  other  information   provided  to  Purchaser  and  all
representations  and  warranties  contained  herein are true and  correct in all
material  aspects or facts and there are no  material  ommissions  of fact which
would render said information, representations or warranties misleading.

     Seller further warrants and represents the following:

     (a)  Seller is the owner of and has good fee simple marketable title to all
          the Transferred Assets, free from all encumbrances.

     (b)  To its  knowledge,  Seller  has  complied  with all  laws,  rules  and
          regulations of the applicable county, state and federal governments.

     (c)  Seller has paid all applicable social security, withholding, sales and
          unemployment  insurance  taxes  levied by  county,  state and  federal
          governments to date.

     (d)  Seller has not entered into any other contract to sell or mortgage its
          business,  the  Premises,  the  Transferred  Assets,  or  any  portion
          thereof.

     (e)  There are no judgments,  liens, actions or proceedings pending against
          Seller in any


<PAGE>


          court except these Disclosed Lawsuits listed in Exhibit D.

     (f)  All state and county  licenses and zoning  requirements  applicable to
          the Premises and/or the Transferred Assets have been met by Seller.

     (g)  Seller is a limited  liability  corporation  duly  organized,  validly
          existing, and in good standing under the laws of the State of Florida.
          Seller has full power and authority to own its  properties  and assets
          and to carry on its business as it is now being conducted.

     (h)  By appropriate  vote and by unanimous  written consent of its members,
          all in  accordance  with  Florida  Law  and its  Operating  Agreement,
          Seller, by and through its authorized agent, has full power to execute
          and perform this  Agreement and to transfer his  properties and assets
          as  herein  provided,  and such  executive  and  performance  does not
          conflict with any  provisions  of its Operating  Agreement or with any
          contract to which it is a part or to which it is subject.

     (i)  There  have  been  no  actual   claims,   litigation,   administrative
          proceedings,  judgments  or orders and to the best of Seller's  belief
          and  knowledge,  none  are  threatened,   relating  to  any  hazardous
          substances,  hazardous wastes, discharges, omissions or other forms of
          pollution  relating in any way to any real estate leased by Seller and
          used in connection with the businesses.

     (j)  There  have been no  hazardous  substances  or  hazardous  wastes,  as
          defined  by the  Resource  Conservation  and  Recovery  Act (42 U.S.C.
          Subsection   6901,   et  seq.,   generated,   manufactured,   refined,
          transported,  treated,  stored,  handled or  disposed of on any of the
          Premises  by Seller  or, to  Seller's  knowledge  without  independent
          investigation,  any lessor, previous owner or occupant of the Premises
          or any other person.

     (k)  There have been no  discharges,  spillages  or  disposals of hazardous
          substances or

<PAGE>


          hazardous wastes (as defined herein) on any of the Premises by Seller,
          or to Seller's knowledge without independent investigation, and lessor
          or previous owner or occupant of the Premises or any other person.

     (l)  The  lease  for  the  Premises  is in full  force  and  effect  and no
          violation thereof exists as of the date of Closing.


     (m)  The bill of sale and instruments of assignment delivered herewith will
          transfer all of the Transferred Assets, free of all encumbrances,  and
          will contain the usual warranties and affidavits of title.

     (n)  The  business of the Seller has been and is being  conducted up to the
          date  of  this  Closing  in  accordance  with  all  laws,   rules  and
          regulations of the county, state and federal governments.

     (o)  All suppliers  and creditors of the business  shall be paid in full as
          of the date of Closing  except as shown on Exhibit C. In signing  this
          Agreement  Seller  warrants and affirms to  Purchaser  there no others
          suppliers or creditors  of the Seller's  business,  except as shown on
          Exhibit C, that have not been paid in full as of the date of Closing.

     (p)  The  Seller  represents  that  there  are no  liens,  encumbrances  or
          security interests on any of the property to be sold to the Purchaser,
          and  warrants  that the title  conveyed to the  Purchaser  is free and
          clear.

     All  representations  and  warranties  made by the Seller shall survive the
Closing and be independently enforceable.


<PAGE>


                                      10.


     Escrow and  Setoff:  The entire  purchase  price shall be held in escrow by
Seller for twelve (12) months from the date of the Closing.  Said purchase price
shall be disbursed at the end of said twelve (12) months as follows:

     Seller shall receive the full amount of the purchase  price less and except
     the following:

1.   Any setoff for Accounts  Payable-Purchaser  shall deduct an amount of stock
     in QCL  Group,  Inc.  from the  purchase  price  equivalent  to the  amount
     Purchaser paid for Seller's Accounts  Receivable which is greater than that
     amount shown on Exhibit C.

2.   Any  setoff for  Disclosed  Lawsuits--Purchaser  shall  deduct an amount of
     stock in QCL Group,  Inc. from the purchase price  equivalent to the amount
     of the claims in the  Disclosed  Lawsuits for any such lawsuit not resolved
     and  dismissed.  Such amount shall continue to be held in escrow until such
     claim is resolved and dismissed.

3.   Any setoff for Other  Claims--Purchaser  shall deduct an amount of stock in
     QCL Group,  Inc.  from the purchase  price  equivalent to the amount of any
     other closing brought against Purchaser or Seller for Seller's operation of
     the  business.  Such amount shall  continue to be held in escrow until such
     claim is resolved and dismissed.

                                       11.

     Brokers:  Seller and Purchaser  both represent to each other that they have
not  dealt  with any  brokers,  finders  or  realtors  in  connection  with this
transaction.  Both  Seller and Buyer  agree to  indemnify,  defend and hold each
other harmless from and against any liability, losses, costs, judgments, claims,
demands,  damages,  actions,  causes of action,  suits and expenses  (including,
without limitation,  reasonable attorneys' fees, court costs and disbursements,)
arising out of or resulting from the claim by any broker, finder or realtor that
such broker,  finder, or realtor brought about this transaction through dealings
with Seller or Purchaser, as the case may be.


                                       12.

     Construction: This Agreement shall be construed under the laws of the State
of Florida.


<PAGE>


                                       13.

     Severability:  The invalidity or unenforceability of particular  provisions
of this  Agreement  shall  not  affect  the  other  provisions  hereof,  and the
agreement shall be construed in all respects as if such  uneforceable or invalid
provisions were omitted.

                                       14.

     Indemnification:  Seller  hereby  agrees to defend and to indemnify  and to
hold wholly  harmless  Purchaser,  its  officers,  agents and assigns,  from and
against any and all  losses,  liabilities,  damages,  costs  (including  without
limitation, court costs) and expenses (including without limitation,  measurable
attorney's  fees) which  Purchaser may incur as a result of, or with respect to,
any  inaccuracy  in or  breach  of any  representation,  warranty,  covenant  or
agreement by or on behalf of Seller  contained in this Agreement or contained in
any certificate,  agreement or document of Seller or any certificate,  agreement
and  document of any  director or officer of Seller  delivered  to  Purchaser in
connection with the consummation of the transactions  contemplated hereunder. By
way of explanation  and not by way of  limitation,  Seller shall be obligated to
indemnify  and hold  harmless  Purchaser  against  any and all  actions,  suits,
proceedings,  claims,  demands,  judgments,  costs and expenses  incident to any
breach of any representation or warranty given by Seller. Further, Seller agrees
specifically  to indemnify and hold harmless  Purchaser  from all liability from
and for the Disclosed Lawsuits.

                                       15.

     Non-Compete/Non Solicitation:

     (a) Seller and its members individually and jointly covenant and agree that
for a period  of 36  months  the  execution  of this  Agreement,  they will not,
without the prior written consent of Purchaser, for themselves, as a consultant,
management,  supervisory or executive  employee of any company,  of any company,
partnership  or  business  concern,  or as an  independent  contractor  for  any
company,  partnership or business  concern  compete within the Territory,  to be
defined as the county in which


<PAGE>


the Seller is located together with all counties touching said county,  with the
business of the Purchaser for any competing business by providing services which
are the same as or substantially similar to the service provided by the Company.

     (b) Seller and its members individually and jointly covenant and agree that
for 36 months after the date of this Agreement, they will not, without the prior
written consent of Purchaser,  directly or indirectly, on their own behalf or in
the  service or on behalf of others,  solicit,  attempt  to  solicit,  divert or
appropriate  away from Purchaser to any competing  business,  any persons and/or
entities who are customers of Purchaser for business of another.

     (c) Seller and its members individually and jointly covenant and agree that
for a period  of 36  months  after  the date of this  Agreement,  they will not,
either  directly  or  indirectly,  on their own  behalf or in the  service or on
behalf of others, solicit or attempt to solicit,  divert or hire away any person
employed by the Purchaser.

                                       16.

     Encumbrances  or  Liens:  Should  Purchaser  become  aware of any  liens or
encumbrances  on the  Transferred  Assets and Seller fail to pay the same within
thirty (30) days of notice  thereof from  Purchaser to Seller,  Purchaser may at
its option deduct the amount  thereof from the purchase price as a setoff as set
forth in paragraph ten (10) hereof.

                                       17.

     Entire  Agreement:  This  Agreement  contains  the entire  agreement of the
parties hereto and no representations, inducements, promises or agreements, oral
or otherwise,  between the parties not embodied  herein shall be of any force or
effect, and no such  representations,  inducements,  promises or agreements have
been made.


<PAGE>


                                      18.

     Exhibits:  All exhibits hereto are hereby specifically  incorporated herein
and made a part hereof by reference.

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


                                   SELLER

                                   PANIFICIO WHOLESALE ITALIAN BAKERY, LLC.

                                   By: /s/ Nicholas Castronuovo (Seal)
                                       -------------------------
                                       NICHOLAS CASTRONUOVO,
                                       Managing Member

                                   By: /s/ Madeline O'dea,       (SEAL)
                                       -------------------------
                                       MADELINE O'DEA,
                                       Member


                                   [CORPORATE SEAL]

Signed, sealed and delivered
in the presence of

/s/ William A. Dooley
------------------------------
Unofficial Witness


------------------------------
Notary Public, _____ Co., FL
My commission expires.


[STAMP OF NOTARY]
William A. Dooley
MY COMMISSION [ILLEGIBLE] EXPIRES:
August 29, 2001
[ILLEGIBLE]

<PAGE>


                    BUYER

                    QCL GROUP, INC.

                    By:  /s/ Peter R. Iodice, Jr. (SEAL)
                         -------------------------------
                         PETER R. IODICE, JR., PRESIDENT

                    Attest:  /s/ Rebecca S. Iodice (SEAL)
                             ----------------------------
                             REBECCA S. IODICE, Secretary

                             [CORPORATE SEAL]


Signed, sealed and delivered
in the presence of:

_____________________________
Unofficial Witness

_____________________________
Notary Public, Morgan Co., GA
My commission expires:




<PAGE>


             [HANDWRITTEN LIST OF EQUIPMENT INTENTIONALLY OMITTED]






<PAGE>

                                   EXHIBIT B

                              PERMITTED EXCEPTIONS


1.   All  amounts  due  Seller's  landlord  (the  "Landlord")  under  its  lease
     agreement  therewith  for the  Premises,  better  known as 1540 12th Street
     East, Palmetto, Florida, 34221. Amount not to exceed $25,000.00.

2.   All of Seller's Accounts Payable as shown on Exhibit C.


<PAGE>

                                      EX C


                     Panificio Wholesale Italian Bakery, LC
                               A/R Aging Summary
                            As of November 24, 1989

               [ILLEGIBLE AGING SCHEDULES INTENTIONALLY OMITTED]




<PAGE>

                   ADDENDUM TO SALES AGREEMENT FOR ASSET SALE
                          BETWEEN QCL GROUP, INC. AND
                    PANIFICIO WHOLESALE ITALIAN BAKERY, LLC


     WHEREAS,  QCL GROUP,  INC. "BUYER" did make an offer to purchase the assets
of PANIFICIO WHOLESALE ITALIAN BAKERY,  LLC, "SELLER",  a copy of said Agreement
is attached hereto and made a part of this Addendum; and

     WHEREAS,  the original agreement has not been accepted by the BUYER subject
to modifications thereto by SELLER; and

     WHEREAS,  BUYER does hereby renew his offer to purchase the subject  assets
with certain amendments as follows:

1.   BUYER  authorizes  SELLER to  transfer  and  assign  400,000  shares of the
     500,000 shares of stock in QCL Group, Inc., the purchase price as follows:

     1. 200,000 shares will be transferred and assigned to Nick Castronuovo; and

     2. 200,000  shares will be  transferred  and assigned to Tracy Melone.  The
     remaining 100,000 shares of stock being the remainder of the purchase price
     shall  stay in the name of  SELLER  until  one  year  from the date of this
     agreement.  All  500,000  shares of stock are  subject to the  restrictions
     against  sale  and  shall be held in  escrow  subject  to the  terms of the
     agreement.

2.   All stock issued as the purchase price shall be held in escrow  pursuant to
     the terms of the agreement by Nelson Hesse, Attorneys at Law, 2070 Ringling
     Boulevard, Sarasota, Florida, 34237.

     All other  terms,  conditions  and  agreements  contained  in the  original
agreement shall remain the same and of full force and effect.

     This the ___ day of December, 1999.


                                       15
<PAGE>



                                   SELLER

                                   PANIFICIO WHOLESALE ITALIAN BAKERY, LLC.

                                   By: /s/ Nicholas Castronuovo (Seal)
                                       -------------------------
                                       NICHOLAS CASTRONUOVO,
                                       Managing Member

                                   By: /s/ Madeline O'dea,       (SEAL)
                                       -------------------------
                                       MADELINE O'DEA,
                                       Member


                                   [CORPORATE SEAL]

Signed, sealed and delivered
in the presence of


------------------------------
Unofficial Witness


------------------------------
Notary Public, _____ Co., FL
My commission expires.


                                       16