AGREEMENT


     Agreement  entered  into as of August 31, 1999  between QCL Group,  Inc., a
Georgia  Corporation,  ("QCL") and B & E Holdings,  Inc., a Georgia Corporation.
("Seller").

     WHEREAS,  Seller has  conceived  and designed a website  tentatively  to be
known as  "OTCFILING.COM"  which will  provide an on-line  information  site for
publicly traded corporations to publish information; and

     WHEREAS, QCL wishes to acquire all of Sellers rights, title and interest in
the OTCFILING.COM name, concept and design;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
hereinafter set forth, the parties agree as follows:

     1. Seller hereby sells and assigns to QCL all rights, title and interest in
the OTCFILING.COM. name, along with any and all proprietary rights it has in any
design,  intellectual  property,  website,  or other work product related to the
OTCFILING.COM concept.

     2. In  consideration  of the rights  transferred  pursuant to  paragraph 1,
above, QCL shall issue to Seller  6,500,000  shares of QCL common stock.  Seller
understands  that the shares to be issued to it by QCL are not being  registered
under the Securities  Act of 1933 as amended (the  "Securities  Act"),  and that
such  shares  may not be  sold,  pledged  or  otherwise  transferred  absent  an
effective  registration  statement  under the Securities  Act, or pursuant to an
exemption from registration under the Securities Act, supported by an opinion of
counsel  reasonably  satisfactory to QCL that such registration is not required.
These  shares  shall be issued  immediately  by QCL in such  manner  and form as
designated by Seller.

     3. In further consideration of the transfer of rights provided for pursuant
to paragraph 1, above, QCL agrees that it shall form a wholly owned  subsidiary,
to be known as OTCFIL1NG.COM,  Inc., which shall operate OTCFILING.COM  separate
and apart from other QCL operating entities. In connection therewith, QCL agrees
that  this  new  subsidiary  shall  maintain  all  of  the  required   corporate
formalities and shall be solely  responsible for all financial  matters relating
to the  operation  of  OTCFILING.COM,  including,  for  example,  collection  of
receivables,  payroll, advertising,  rent, website maintenance,  mail, telephone
and other similar matters.

     4. Seller agrees to assist QCL in acquiring all rights,  title and interest
in all "Domain"  names  relevant to the creation of the  OTCFILING.COM  website,
including,    without    limitation,    the   names    OTCFILING,    OTCFILINGS,
OVERTHECOUNTERFILING,   PINKSHEETFILING,  OTCBBFILING,  NYSEFILING,  AMEXFILING,
NASDAQFILING, and ASEFILING.

     5. QCL and the new subsidiary to be formed shall enter into an agreement


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with  Peter  Lybrand  to  employ   Lybrand  to  supervise   the   operations  of
OTCFILING.COM. Said agreement shall be subject to the terms and conditions to be
agreed on by Lybrand and QCL.  Should Lybrand and QCL fail to reach agreement as
to the terms of Lybrand's  employment within sixty (60) days of the date of this
Agreement,  than Seller,  in its sole and absolute  discretion  may, at any time
between 60 and 120 days after the date of execution of this Agreement, terminate
this Agreement, and all rights, title and interest in the OTCFILING.COM concept
and  website  shall  revert  back to  Seller.  In order to  exercise  its rights
pursuant to this paragraph,  Seller must notify QCL in writing by certified mail
of its determination to terminate this Agreement.

     6. All prior  negotiations  and  agreements,  if any,  between  the parties
hereto with respect to the  transaction  provided for herein are  superseded  by
this Agreement and there are no representations,  warranties,  understandings or
agreements  with respect to such  transactions  other than those  expressly  set
forth herein.  No  modification,  waiver or termination of this Agreement or any
provisions hereof shall be effective unless set forth in writing and executed by
the party or parties  sought to be bound  thereby.  No waiver by either party of
any  breach  of this  Agreement  shall be deemed a waiver  of any  preceding  or
succeeding breach.

     7. All  notices,  requests,  demands  and other  communications  under this
Agreement  or in  connection  therewith  shall  be made in  writing  and sent by
registered or certified mail, return receipt  requested,  and shall be made upon
the respective parties hereto at the following addresses:

     To:              QCL Group, Inc.
                      Att'n Mr. Peter Iodice
                      1140 Summit Circle
                      Watkinsville, GA 30677

     To:              B & E Holdings, Inc.
                      c/o Mr. Peter Lybrand
                      115 South Main Street
                      Madison, Georgia 30650

     8. All questions  pertaining to the validity,  construction,  execution and
performance  of this  Agreement  shall be  construed  in  accordance  with,  and
governed by, the laws of the State of Georgia,  applicable to contracts made and
to be performed entirely therein.

     9. This  Agreement  may be  executed in two or more  counterparts,  each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument,

     10. The parties  shall each  perform  such acts,  execute and deliver  such
instruments  and  documents,  and do all such other things as may be  reasonably
necessary to accomplish the transactions contemplated in this Agreement.


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     IN WiTNESS WHEREOF,  the respective duly authorized  representatives of the
parties  have  caused this  Agreement  to be executed as of the date first above
written.

ATTEST:                          QLC GROUP, INC.


/s/ Deborah K. Bewon             /s/ Peter Iodice as President
----------------------           -----------------------------



ATTEST:                          B & E HOLDINGS, INC.


/s/ Deborah K. Bewon             /s/ Peter C. Lybrand
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