QUALITY EXCHANGE INC
SUBSCRIPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>e983457.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4

                       PROTOCALL TECHNOLOGIES INCORPORATED

                             SUBSCRIPTION AGREEMENT
                             ----------------------

                  SUBSCRIPTION AGREEMENT made as of this ____ day of __________
2004, between a publicly-traded company which will acquire by merger the
business of Protocall Technologies incorporated (the "Company") and the
undersigned subscriber (the "Subscriber"). All terms not defined herein shall
have the meaning ascribed to them in the Company's Confidential Private
Placement Memorandum dated May 4, 2004, including any amendments or supplements
thereto (the "Memorandum").

                  WHEREAS, the Company desires to provide financing for itself
by issuing up to $10,000,000 in shares of Common Stock at a purchase price of
$1.25 per share and has engaged National Securities Corporation ("National") as
its exclusive placement agent in connection therewith; and

                  WHEREAS, the Subscriber desires to purchase the number of
shares of Common Stock set forth on the signature page hereof.

                  NOW, THEREFORE, in consideration of the promises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

I.      SUBSCRIPTION FOR COMMON STOCK; REPRESENTATIONS AND WARRANTIES BY THE
        SUBSCRIBER

         1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase the number of shares of
Common Stock from the Company set forth on the signature page hereof, and the
Company agrees to issue such Common Stock to the Subscriber at a purchase price
equal to the product of (x) the number of shares of Common Stock subscribed for
and (y) $1.25 per share. The subscription price is payable by check made payable
to the order of "Signature Bank, as Escrow Agent for Protocall Technologies
Incorporated" or by wire transfer of immediately available funds delivered
contemporaneously herewith. The Common Stock purchased by the Subscriber will be
delivered by the Company promptly following the Termination Date (as hereinafter
defined).

         1.2 The Subscriber recognizes that the purchase of the shares of Common
Stock involves a high degree of risk and is suitable only for persons of
adequate financial means who have no need for liquidity in this investment in
that (i) he may not be able to liquidate his investment in the event of an
emergency; (ii) transferability is extremely limited; and (iii) in the event of
a disposition, he could sustain a complete loss of his entire investment.

         1.3 The Subscriber acknowledges that he is (i) a qualified investor, as
described herein, to qualify for the purchase of the Common Stock; (ii)
competent to understand and does understand the nature of the investment; and
(iii) able to bear the economic risk of this investment.

         1.4 The Subscriber represents that he is an "accredited investor," as
such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act").

         1.5 The Subscriber acknowledges that he has significant prior
investment experience, including investment in non-listed and non-registered
securities. The Subscriber has a sufficient net worth to sustain a loss of its
entire investment in the Company in the event such a loss should occur. The
Subscriber's overall commitment to investments which are not readily marketable
is not excessive in view


<PAGE>


of the Subscriber's net worth and financial circumstances and the purchase of
the Common Stock will not cause such commitment to become excessive. The
Subscriber recognizes the highly speculative nature of this investment.

         1.6 The Subscriber: (i) if a natural person, represents that the
Subscriber has reached the age of 21 and has full power and authority to execute
and deliver this Subscription Agreement and all other related agreements or
certificates and to carry out the provisions hereof and thereof; (ii) if a
corporation, partnership, or limited liability company or partnership, or
association, joint stock company, trust, unincorporated organization or other
entity, represents that such entity was not formed for the specific purpose of
acquiring the Common Stock, such entity is duly organized, validly existing and
in good standing under the laws of the state of its organization, the
consummation of the transactions contemplated hereby is authorized by, and will
not result in a violation of state law or its charter or other organizational
documents, such entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to
carry out the provisions hereof and thereof and to purchase and hold the
securities constituting the Common Stock, the execution and delivery of this
Subscription Agreement has been duly authorized by all necessary action, this
Subscription Agreement has been duly executed and delivered on behalf of such
entity and is a legal, valid and binding obligation of such entity; or (iii) if
executing this Subscription Agreement in a representative or fiduciary capacity,
represents that it has full power and authority to execute and deliver this
Subscription Agreement in such capacity and on behalf of the subscribing
individual, ward, partnership, trust, estate, corporation, or limited liability
company or partnership, or other entity for whom the Subscriber is executing
this Subscription Agreement, and such individual, partnership, ward, trust,
estate, corporation, or limited liability company or partnership, or other
entity has full right and power to perform pursuant to this Subscription
Agreement and make an investment in the Company, and represents that this
Subscription Agreement constitutes a legal, valid and binding obligation of such
entity. The execution and delivery of this Subscription Agreement will not
violate or be in conflict with any order, judgment, injunction, agreement or
controlling document to which the Subscriber is a party or by which it is bound.

         1.7 The Subscriber hereby represents that the Subscriber and the
Subscriber's attorney, accountant, purchaser representative and/or tax advisor,
if any (collectively, "Advisors") have been furnished by the Company or National
during the course of this transaction with the Memorandum and with all
information regarding the Company which the Subscriber and his Advisors have
requested or desired to know, subject in all cases to existing confidentiality
obligations and applicable law; and that the Subscriber and his Advisors have
been afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company and National
concerning the terms and conditions of the offering, prior to the execution of
this Subscription Agreement and all such questions have been answered to the
full satisfaction of the Subscriber and its Advisors, if any.

         1.8 The Subscriber hereby acknowledges that the offering of the shares
of Common Stock has not been filed with or reviewed by the Securities and
Exchange Commission (the "SEC") because of the Company's representations that
this is intended to be a nonpublic offering pursuant to Section 4(2) and Rule
506 of Regulation D promulgated under the Securities Act. The Subscriber
represents that the shares of Common Stock are being purchased for his own
account, for investment and not for distribution or resale to others. The
Subscriber agrees that he will not sell, transfer or otherwise dispose of any of
the shares of Common Stock unless they are registered under the Securities Act
or unless an exemption from such registration is available.

         1.9 The Subscriber understands that the shares of Common Stock have not
been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act which depends, in part, upon his investment
intention. In this connection, the Subscriber understands that it is the
position of the SEC that the statutory basis for such exemption would not be
present if his representation merely meant that his present intention was to
hold the shares of Common Stock for a short

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<PAGE>
period, for a deferred sale, for a market rise, assuming that a market develops
and is maintained, or for any other fixed period. The Subscriber realizes that,
in the view of the SEC, a purchase now with an intent to resell would represent
a purchase with an intent inconsistent with his representation to the Company,
and the SEC might regard such a sale, transfer or disposition as a deferred sale
to which the exemption is not available.

         1.10 The Subscriber consents that the Company may, if it desires,
permit the transfer of the shares of Common Stock by the Subscriber out of his
name only when his request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Company that the proposed sale, transfer or
disposition does not result in a violation of the Securities Act or any
applicable state "blue sky" laws (collectively, "Securities Laws"). The
Subscriber agrees to hold the Company, National and any of their respective
directors, executive officers and controlling persons and their respective
heirs, representatives, successors and assigns harmless and to indemnify them
against all liabilities, costs and expenses incurred by them as a result of any
sale, transfer or disposition of the shares of Common Stock by the undersigned
Subscriber in violation of any Securities Laws or any misrepresentation herein.

         1.11 The Subscriber consents to the placement of a legend on the
certificates evidencing the shares of Common Stock stating that they have not
been registered under the Securities Act and setting forth or referring to the
restrictions on the sale, transfer or disposition thereof. The Subscriber is
aware that the Company will make a notation in its appropriate records with
respect to the restrictions on the sale, transfer or disposition of the shares
of Common Stock.

         1.12 The Subscriber acknowledges and agrees that the Company is relying
on the Subscriber's representations contained in this Agreement and the related
subscription documents in determining whether to accept this subscription. The
Subscriber hereby gives the Company authority to call his bank or place of
employment or otherwise review the financial standing of the Subscriber and it
is further agreed that the Company reserves the unrestricted right to reject or
limit any subscription and to close the offer at any time.

         1.13 The Subscriber represents and warrants that all representations
made by the Subscriber hereunder are true and correct in all material respects
as of the date of execution hereof, and the Subscriber covenants that until the
closing on the shares of Common Stock subscribed for he shall inform the Company
and National immediately of any changes in any of the representations provided
by the Subscriber hereunder.

         1.14 The Subscriber is unaware of, is in no way relying on, and did not
become aware of the offering of the Common Stock through or as a result of, any
form of general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other communication published
in any newspaper, magazine or similar media or broadcast over television, radio
or over the Internet, in connection with the offering and sale of the Common
Stock and is not subscribing for Common Stock and did not become aware of the
offering of the Common Stock through or as a result of any seminar or meeting to
which the Subscriber was invited by, or any solicitation of a subscription by, a
person not previously known to the Subscriber in connection with investments in
securities generally.

         1.15 The Subscriber has taken no action which would give rise to any
claim by any person for brokerage commissions, finders' fees or the like
relating to this Subscription Agreement or the transactions contemplated hereby
(other than commissions to be paid by the Company to National or as otherwise
described in the Memorandum).

         1.16 The Subscriber has adequate means of providing for such
Subscriber's current financial needs and foreseeable contingencies and has no
need for liquidity of the investment in the Common Stock for an indefinite
period of time.


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<PAGE>


         1.17 The Subscriber is aware that an investment in the Common Stock
involves a number of very significant risks and has carefully read and
considered the matters set forth in the Memorandum and in particular the matters
under the caption "Risk Factors" therein.

         1.18 The Subscriber acknowledges that any estimates or forward-looking
statements or projections included in the Memorandum were prepared by the
Company in good faith, but that the attainment of any such projections,
estimates or forward-looking statements cannot be guaranteed by the Company and
should not be relied upon.

         1.19 No oral or written representations have been made, or oral or
written information furnished, to the Subscriber or its Advisors, if any, in
connection with the offering of the Common Stock which are in any way
inconsistent with the information contained in the Memorandum.

         1.20 Within five days after receipt of a request from the Company or
National, the Subscriber shall provide such information and deliver such
documents as may reasonably be necessary to comply with any and all laws and
ordinances to which the Company or National is subject.

         1.21 The Subscriber's substantive relationship with National or
subagent through which the Subscriber is subscribing for Common Stock predates
National's or such subagent's contact with the Subscriber regarding an
investment in the Common Stock.

         1.22 (For ERISA plans only) The fiduciary of the ERISA plan (the
"Plan") represents that such fiduciary has been informed of and understands the
Company's investment objectives, policies and strategies, and that the decision
to invest "plan assets" (as such term is defined in ERISA) in the Company is
consistent with the provisions of ERISA that require diversification of plan
assets and impose other fiduciary responsibilities. The Subscriber or Plan
fiduciary (a) is responsible for the decision to invest in the Company; (b) is
independent of the Company and any of its affiliates; (c) is qualified to make
such investment decision; and (d) in making such decision, the Subscriber or
Plan fiduciary has not relied primarily on any advice or recommendation of the
Company or any of its affiliates.

II.      REPRESENTATIONS AND WARRANTIES BY THE COMPANY

         The Company represents and warrants to the Subscriber as follows:

         2.1 The Company is a corporation duly organized, existing and in good
standing under the laws of the state of its incorporation and has the corporate
power to conduct its business.

         2.2 The execution, delivery and performance of this Agreement by the
Company has been duly approved by the Board of Directors of the Company.

         2.3 The shares of Common Stock have been duly and validly authorized
and, when issued in accordance with the terms hereof, will be duly and validly
issued, fully paid and non-assessable. To the extent Lead Investor Warrants are
issued in the Offering, the Company has duly and validly reserved, out of its
authorized and unissued Common Stock, for issuance upon exercise of Lead
Investor Warrants a number of shares sufficient for such purposes.

III.     TERMS OF OFFERING

         3.1 The subscription period will begin as of May 4, 2004 and will
terminate upon the occurrence of the earlier of (a) the 60th day thereafter,
unless extended by the Company and National for a period of up to an additional
30 days, or (b) the Company's acceptance of subscriptions for 8,000,000 shares
of Common Stock offered and the receipt of payment therefor (the "Termination
Date").

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<PAGE>


         3.2 The Subscriber hereby agrees to purchase the number of shares of
Common Stock from the Company set forth upon the signature page hereof payable
to the escrow agent, Signature Bank, by check in the amount thereof made payable
to "Signature Bank, as Escrow Agent for Protocall Technologies Incorporated" or
by wire transfer of immediately available funds. If Subscriber's subscription is
rejected in whole, or the Offering is terminated or the Minimum Amount is not
subscribed for and accepted, all funds received from the Subscriber will be
returned without interest, penalty, expense or deduction, and this Subscription
Agreement shall thereafter be of no further force or effect. If Subscriber's
subscription is rejected in part, the funds for the rejected portion of such
subscription will be returned without interest, penalty, expense or deduction
and this Subscription Agreement will continue in full force and effect to the
extent such subscription was accepted.

         3.3 The Company has retained National to coordinate the offering as the
Company's exclusive placement agent and financial advisor. See the Memorandum
for a description of the compensation payable to National and other terms of the
offering.

IV.      CERTAIN COVENANTS

         4.1 (a) Subject to the other provisions of this Section IV, the Company
shall use its best efforts to file, within 90 days after the Termination Date, a
registration statement (the "Registration Statement") under the Securities Act
covering all of the shares of Common Stock subscribed by the Subscriber
hereunder and to the extent any Lead Investor Warrants are issued, the shares of
Common Stock issuable upon exercise of the Lead Investor Warrants (collectively,
the "Registrable Shares"). The Company shall use its best efforts to (i) have
the Registration Statement declared effective by the SEC as soon as possible
and, in any event, within 180 days after the Termination Date; and (ii) keep the
Registration Statement continuously effective for an eighteen (18) month period,
unless all Registrable Shares have been sold or are otherwise able to be sold
pursuant to Rule 144 without regard to volume limitations.

             (b) In the event the registration effected by the Company pursuant
to this Section 4.1 relates to an underwritten offering of securities, the
Subscriber's right to registration pursuant to this Section 4.1 shall be
conditioned upon its (i) participation in such underwriting, (ii) inclusion of
the Registrable Shares therein and (iii) execution of all customary underwriting
documents requested by the underwriter with respect thereto (the "Underwriter").

             (c) All expenses (other than underwriting discounts and
commissions, brokerage fees and applicable transfer taxes) incurred in
connection with registrations, filings or qualifications pursuant to this
Section 4.1, including, without limitation, all registration, filing and
qualification fees (including, without limitation, registrations or
qualifications to allow for the resale of the Registrable Shares under the state
securities or blue sky laws as any Subscriber reasonably requests), printers'
and accounting fees and fees and disbursements of counsel for the Company, shall
be borne by the Company. In addition, the Company shall pay the fees and
expenses of one counsel for the selling shareholders in an amount not to exceed
$5,000; fees and expenses in excess of such amount shall be borne by the selling
shareholders. Further, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance obtained by the Company
and the expenses and fees for listing or authorizing for quotation the
securities to be registered on each securities exchange, market or automated
quotation system on which any shares of Common Stock are then listed or quoted.

             (d) Each of the Company and the Subscriber shall indemnify the
other party hereto and their respective officers, directors, employees and
agents against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) by the indemnifying party of a material fact contained in any
prospectus or other document


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<PAGE>


(including any related registration statement, notification or the like)
incident to any registration of the type described in this Section 4.1, or any
omission (or alleged omission) by the indemnifying party to state in any such
document a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse such indemnified party
for any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action;
provided that no party will be eligible for indemnification hereunder to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished by such party for use in connection with such registration. In no
event shall the liability of any Subscriber hereunder be greater than the dollar
amount of proceeds received by such Subscriber upon the sale of shares of Common
Stock.

             (e) The Subscriber shall furnish to the Company or the Underwriter,
as applicable, such information regarding the Subscriber and the distribution
proposed by it as the Company may reasonably request in connection with any
registration or offering referred to in this Section 4.1. The Subscriber shall
cooperate as reasonably requested by the Company in connection with the
preparation of the registration statement with respect to such registration, and
for so long as the Company is obligated to file and keep effective such
registration statement, shall provide to the Company, in writing, for use in the
registration statement, all such information regarding the Subscriber and its
plan of distribution of the Registrable Shares included in such registration as
may be reasonably necessary to enable the Company to prepare such registration
statement, to maintain the currency and effectiveness thereof and otherwise to
comply with all applicable requirements of law in connection therewith.

V.       NOTICES TO SUBSCRIBERS

         5.1 THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE COMMON STOCK HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY
STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

         5.2 THE COMMON STOCK IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

VI. MISCELLANEOUS

         6.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company at Protocall Technologies
Incorporated, 47 Mall Drive, Commack, New York 11725, Attention: Mr. Bruce
Newman, President and Chief Executive Officer, and to the Subscriber at his
address indicated on the last page of this Agreement. Notices shall be deemed to
have been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.

         6.2 This Agreement shall not be changed, modified, or amended except by
a writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.


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<PAGE>

         6.3 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.

         6.4 This Agreement and its validity, construction and performance shall
be governed in all respects by the laws of the State of New York, without
reference to its rules and principles governing conflicts of laws.

         6.5 This Agreement may be executed in counterparts. Upon the execution
and delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of the Common
Stock as herein provided.

                                       ANTI-MONEY LAUNDERING REQUIREMENTS
<TABLE>
<CAPTION>
THE USA PATRIOT ACT                   WHAT IS MONEY LAUNDERING?           HOW BIG IS THE PROBLEM AND WHY IS
                                                                          IT IMPORTANT?
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>                                 <C>
The USA PATRIOT Act is designed to    Money laundering is the process     The use of the U.S. financial
detect, deter, and punish             of disguising illegally obtained    system by criminals to facilitate
terrorists in the United States and   money so that the funds appear to   terrorism or other crimes could
abroad.  The Act imposes new          come from legitimate sources or     well taint our financial
anti-money laundering requirements    activities.  Money laundering       markets.  According to the U.S.
on brokerage firms and financial      occurs in connection with a wide    State Department, one recent
institutions.  Since April 24, 2002   variety of crimes, including        estimate puts the amount of
all brokerage firms have been         illegal arms sales, drug            worldwide money laundering
required to have new, comprehensive   trafficking, robbery, fraud,        activity at $1 trillion a year.
anti-money laundering programs.       racketeering, and terrorism.

To help you understand theses
efforts, we want to provide you
with some information about
money laundering and our steps
to implement the USA PATRIOT
Act.

WHAT ARE WE REQUIRED TO DO TO ELIMINATE MONEY LAUNDERING?

Under new rules required by the USA PATRIOT       As part of our required program, we may ask you to
Act, our anti-money laundering program must       provide various identification documents or other
designate a special compliance officer, set       information.  Until you provide the information or
up employee training, conduct independent         documents we need, we may not be able to effect
audits, and establish policies and procedures     any transactions for you.
to detect and report suspicious transaction
and ensure compliance with the new laws.
</TABLE>

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<PAGE>


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

                            PROTOCALL TECHNOLOGIES INCORPORATED
                            (Operating initially as the publicly-traded company)


                            By: _______________________________________
                                Name:
                                Title:


                            Date of Execution: _____________________, 2004
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<CAPTION>
<S>                                               <C>
TO BE COMPLETED BY INDIVIDUAL                     TO BE COMPLETED BY
SUBSCRIBERS                                       CORPORATE, PARTNERSHIP, LLC OR
                                                  TRUST SUBSCRIBERS
------------------------------------
                                                  --------------------------------------------
                                                  Name of Subscriber
                                                  [Please Print]

------------------------------------
Name of Subscriber(s)
[Please Print]


------------------------------------              By:
                                                     -----------------------------------------
                                                            Authorized Signatory


------------------------------------              --------------------------------------------
Signature of Subscriber(s)



------------------------------------              --------------------------------------------
Address of Subscriber                             Name and Title of Authorized Signatory
                                                  [Please Print]


------------------------------------              --------------------------------------------
Social Security Number of Subscriber              Taxpayer Identification Number of Subscriber


------------------------------------              --------------------------------------------
Number of Shares Subscribed For                   Number of Shares Subscribed For


------------------------------------              --------------------------------------------
Total Purchase Price                              Total Purchase Price


------------------------------------              --------------------------------------------
Date of Execution                                 Date of Execution


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