EXHIBIT 10.5


                           INDEMNIFICATION AGREEMENT

         THIS  INDEMNIFICATION  AGREEMENT (this "Agreement") is made and entered
into as of the 20 day of May,  2002, by and between  AccuPoll,  Inc., a Delaware
corporation (the "Corporation"),  and Dennis Vadura  ("Indemnitee"),  a director
and/or officer.

                                    RECITALS

         A.  It is  essential  to the  Corporation  to  retain  and  attract  as
directors and officers of the Corporation the most capable persons available.

         B. The substantial  increase in corporate litigation subjects directors
and  officers  to  expensive   litigation  risks  at  the  same  time  that  the
availability of directors' and officers'  liability  insurance has been severely
limited.

         C. It is the express policy of the  Corporation to indemnify  directors
and executive officers of the Corporation so as to provide them with the maximum
possible protection permitted by law.

         D.  Indemnitee  does not  regard  the  protection  available  under the
Delaware General Corporation Law or the Bylaws of the Corporation as adequate in
the  present  circumstances,  and may not be willing  to serve as a director  or
officer without adequate  protection,  and the Corporation desires Indemnitee to
serve in such capacity.

                                   AGREEMENTS

         NOW,  THEREFORE,  the  Corporation  and  Indemnitee  do hereby agree as
follows:

         1. AGREEMENT TO SERVE.  Indemnitee agrees to serve or continue to serve
as a director  and/or an officer  of the  Corporation  for so long as he is duly
elected  or  appointed  or until  such time as he  tenders  his  resignation  in
writing.

         2. DEFINITIONS. As used in this Agreement:

         (a) The term  "Proceeding"  shall  include any  threatened,  pending or
completed  action,  suit,  investigation or proceeding,  and any appeal thereof,
whether  brought by or in the right of the  Corporation or otherwise and whether
civil,  criminal,  administrative  or  investigative,   and/or  any  inquiry  or
investigation,  in which  Indemnitee may be or may have been involved as a party
or  otherwise,  or that  Indemnitee  in good  faith  believes  might lead to the
institution of any such proceeding,  by reason of the fact that Indemnitee is or
was a director or officer of the  Corporation,  by reason of any action taken by
him or of any  inaction on his part while  acting as such a director or officer,
or by  reason  of the  fact  that he is or was  serving  at the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise;  in each case whether or
not he is acting or serving in any such  capacity at the time any  liability  or
expense is incurred for which  indemnification  or reimbursement can be provided
under this Agreement.

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         (b) The term "Expenses" shall include,  without  limitation,  expenses,
costs  and  obligations,  paid  or  incurred,  of  investigations,  judicial  or
administrative  proceedings  or appeals,  amounts  paid in  settlement  by or on
behalf  of  Indemnitee,  attorneys'  fees  and  disbursements  and any  expenses
reasonably  and actually  incurred in  establishing  a right to  indemnification
under Section 8 of this Agreement including,  without limitation, those incurred
in investigating,  defending,  being a witness in or participating in (including
on appeal),  or preparing  to defend with respect to any claim,  issue or matter
relating thereto or in connection therewith, but shall not include the amount of
judgments, fines or penalties against Indemnitee.

         (c) A "Change in Control"  shall be deemed to have  occurred  if, after
the date hereof,  there is any transaction or series of transactions  within any
twelve (I2)-month period, including, without limitation, a merger, consolidation
or exchange  of  securities,  in which the  holders of all of the  Corporation's
outstanding  voting  securities  immediately  prior to the  consummation of such
transaction or the first  transaction of such series of transactions do not own,
directly  or  indirectly,  a  majority  of  the  combined  voting  power  of the
Corporation's  outstanding  securities upon  consummation of such transaction or
series of such transactions.

         (d) The term "Independent  Legal Counsel" shall include any attorney or
firm of attorneys,  selected in accordance with Section 5 hereof,  who shall not
have otherwise  performed  services for the Corporation or Indemnitee within the
five years prior to the date of  selection  (other than with  respect to matters
concerning  the  rights  of  Indemnitee  under  this  Agreement,   or  of  other
Indemnitees under similar indemnification agreements).

         (e) References to "other  enterprise"  shall include  employee  benefit
plans;  references to "fines" shall include any excise tax assessed with respect
to any  employee  benefit  plan;  references  to  "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the  Corporation  or its  subsidiaries,  if any,  which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted  in  good  faith  and in a  manner  he  reasonably  believed  to be in the
interests of the  participants  and  beneficiaries  of an employee  benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the Corporation" as referred to in this Agreement.

         3.  INDEMNITY  IN  THIRD-PARTY   PROCEEDINGS.   The  Corporation  shall
indemnify  Indemnitee  in  accordance  with the  provisions of this Section 3 if
Indemnitee  is a party to or  threatened  to be made a party  to any  Proceeding
(other  than a  Proceeding  by or in the right of the  Corporation  to procure a
judgment  in its  favor)  by  reason  of the fact  that  Indemnitee  is or was a
director or officer of the  Corporation,  or is or was serving at the request of
the  Corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise, against all
Expenses,  judgments,  fines and penalties  actually and reasonably  incurred by
Indemnitee in connection with the defense or settlement of such Proceeding,  but
only if he acted in good faith and in a manner which he  reasonably  believed to
be (in the case of conduct in his official  capacity)  in the best  interests of
the Corporation or (in all other cases) not opposed to the best interests of the
Corporation,  and, in the case of a criminal action or proceeding,  in addition,
had  no  reasonable  cause  to  believe  that  his  conduct  was  unlawful.  The
termination  of any such  Proceeding  by judgment,  order of court,  settlement,
conviction, or upon a plea of nolo contendere, or its equivalent,  shall not, of

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itself,  create a presumption that Indemnitee did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation  (or  that  Indemnitee  did not  meet  any  other
particular  standard  of conduct or have any other  particular  belief or that a
court has determined that  indemnification  is not permitted by applicable law),
and with respect to any  criminal  proceeding,  that such person had  reasonable
cause to believe that his conduct was unlawful.

         4. INDEMNITEE IN PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if  Indemnitee  is a party to or threatened to be made a party to any
Proceeding by or in the right of the Corporation,  or any subsidiary, if any, to
procure a judgment in its favor by reason of the fact that  Indemnitee is or was
a director  or officer of the  Corporation  or any  subsidiary,  if any,  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all Expenses actually and reasonably
incurred by  Indemnitee  in  connection  with the defense or  settlement of such
Proceeding,  but  only if he  acted  in good  faith  and in a  manner  which  he
reasonably  believed to be (in the case of conduct in his official  capacity) in
the best interests of the Corporation or (in all other cases) not opposed to the
best interests of the Corporation,  except that no indemnification  for Expenses
shall be made under this  Section  4, in respect of any  Proceeding  as to which
Indemnitee shall have been adjudged to be liable to the Corporation,  unless and
only to the extent that any court in which such  Proceeding  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case,  Indemnitee is fairly and reasonably
entitled  to  indemnity  for such  expenses  as such court  shall  deem  proper.
Notwithstanding the foregoing, Indemnitee shall have no right to indemnification
for  Expenses  and the payment of profits  arising from the purchase and sale by
Indemnitee  of  securities  in  violation  of  Section  16(b) of the  Securities
Exchange Act of 1934, as amended.

         5. CHANGE IN  CONTROL.  The  Corporation  agrees that in the event of a
Change in Control, and with respect to all matters thereafter arising concerning
the rights of Indemnitee to  indemnification  and payment of Expenses under this
Agreement or any other  agreement to which the  Corporation  and  Indemnitee are
parties or the Bylaws of the  Corporation  as  hereafter  in effect  relating to
indemnification of directors and/or officers of the Corporation, the Corporation
shall seek legal  advice only from the  Independent  Legal  Counsel  selected by
Indemnitee  and  approved  by  the  Corporation  (which  approval  shall  not be
unreasonably  withheld).  Such  counsel,  among other  things,  shall render its
written  opinion to the  Corporation  and  Indemnitee  as to whether and to what
extent Indemnitee would be permitted to be indemnified under applicable law. The
Corporation  agrees to pay the reasonable fees of the Independent  Legal Counsel
referred  to above and to  indemnify  fully  such  counsel  against  any and all
expenses (including  attorney's fees),  claims,  liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.

         6.  INDEMNIFICATION  PROHIBITED.   Notwithstanding  the  provisions  of
Sections  3 and 4, no  indemnification  shall  be made in  connection  with  any
Proceeding  charging  improper  personal  benefit to Indemnitee,  whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         7. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding any
other provision of this Agreement whatsoever,  to the extent that Indemnitee has

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been  successful on the merits or otherwise  (including a settlement) in defense
of any Proceeding or in defense of any claim, issue or matter therein, including
dismissal  without  prejudice,  Indemnitee  shall  be  indemnified  against  all
Expenses reasonably and actually incurred in connection therewith.

8. ADVANCES OF EXPENSES.  Expenses incurred by Indemnitee pursuant to Sections 3
and 4 in any Proceeding  shall be paid by the  Corporation in advance as soon as
practicable  but not later than three business days after receipt of the written
request of Indemnitee, provided that Indemnitee shall (i) affirm in such written
request that he acted in good faith and in a manner which he reasonably believed
to be (in the case of conduct in his official capacity) in the best interests of
the Corporation or (in all other cases) not opposed to the best interests of the
Corporation  and (ii)  undertake  to repay such  amount to the extent that it is
ultimately  determined that Indemnitee is not entitled to  indemnification,  and
further  provided that a  determination  has been made that the facts then known
would not preclude indemnification pursuant to the terms of this Agreement.

9. RIGHT OF INDEMNITEE  TO  INDEMNIFICATION  UPON  APPLICATION;  PROCEDURE  UPON
APPLICATION.

         (a) Any indemnification under Sections 3 and 4 shall be made as soon as
practicable  but in any  event  no  later  than 30  days  after  receipt  by the
Corporation of the written request of Indemnitee.
         (b) The  right to  indemnification  or  advances  as  provided  by this
Agreement  shall  be  enforceable  by  Indemnitee  in  any  court  of  competent
jurisdiction.  The burden of proving  that  indemnification  or advances are not
appropriate shall be on the Corporation.  Neither the failure of the Corporation
(including its Board of Directors,  independent legal counsel,  or stockholders)
to have made a  determination  prior to the  commencement  of such  action  that
indemnification  or advances are proper in the circumstances  because Indemnitee
has met the applicable standard of conduct,  nor an actual  determination by the
Corporation  (including its Board of Directors,  independent  legal counsel,  or
stockholders)  that  Indemnitee has not met such  applicable  standard  conduct,
shall be a defense to the action or create a presumption that Indemnitee has not
met  the  applicable  standard  of  conduct.  Indemnitee's  expenses  reasonably
incurred in connection  with  successfully  establishing  Indemnitee's  right to
indemnification  or advances,  in whole or in part, in any such Proceeding shall
also be indemnified by the Corporation.

         (c) The  Corporation  shall not be liable under this  Agreement to make
any payment in connection  with any claim made against  Indemnitee to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
Bylaw or otherwise) of the amounts otherwise indemnifiable.

10. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.

         (a)  Notwithstanding  any  other  provision  of  this  Agreement,   the
Corporation  hereby agrees to indemnify  Indemnitee to the full extent permitted
by law, whether or not such  indemnification  is specifically  authorized by the
other   provisions  of  this  Agreement,   the   Corporation's   Certificate  of
Incorporation, the Bylaws, or by statute. In the event of any changes, after the

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date of this Agreement, in any applicable law, statute, or rule which expand the
right of a Delaware  corporation to indemnify a member of its board of directors
or any  officer,  such  changes  shall be,  ipso  facto,  within the  purview of
Indemnitee's rights, and Corporation's obligations, under this Agreement. In the
event of any changes in any applicable  law,  statute,  or rule which narrow the
right of a Delaware  corporation to indemnify a member of its board of directors
or any officer,  such changes, to the extent not otherwise required by such law,
statute or rule to be applied  to this  Agreement,  shall have no effect on this
Agreement or the parties' rights and obligations hereunder.

         (b) The indemnification  provided by this Agreement shall not be deemed
exclusive  of any other  rights to which  Indemnitee  may be entitled  under the
Certificate  of  Incorporation,   the  Bylaws,   any  agreement,   any  vote  of
shareholders or disinterested  directors,  the laws of the State of Delaware, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office.

         11.  PARTIAL  INDEMNIFICATION.  If  Indemnitee  is  entitled  under any
provision of this Agreement to  indemnification by the Corporation for some or a
portion of the Expenses,  judgments,  fines or penalties actually and reasonably
incurred  by him in the  investigation,  defense,  appeal or  settlement  of any
Proceeding but not, however, for the total amount thereof, the Corporation shall
nevertheless  indemnify Indemnitee for the portion of such Expenses,  judgments,
fines or penalties to which  Indemnitee is entitled.  Moreover,  notwithstanding
any other  provision of this  Agreement,  to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all claims, issues or
matters  relating in whole or in part to an indemnifiable  event,  occurrence or
matter hereunder,  including  dismissal without  prejudice,  Indemnitee shall be
indemnified against all Expenses incurred in connection with such defenses..

12. EFFECT OF FEDERAL LAW. Both the Corporation and indemnitee  acknowledge that
in certain  instances,  federal law will override  Delaware law and prohibit the
Corporation  from  indemnifying  its officers and  directors.  For example,  the
Corporation  and  Indemnitee   acknowledge  that  the  Securities  and  Exchange
Commission has taken the position that  indemnification  is not  permissible for
liabilities  arising  under certain  federal  securities  laws,  and federal law
prohibits  indemnification  for certain  violations  of the Employee  Retirement
Income Security Act.

13. LIABILITY INSURANCE.

         (a) In the event  that  [Sales  Strategies,  Inc.],  the  Corporation's
parent,  does not obtain officers and directors  insurance covering  Indemnitee,
the Corporation shall obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors with coverage
for losses from wrongful acts, or to ensure the Corporation's performance of its
indemnification obligations under this Agreement.

         (b)  Indemnitee  hereby  releases the  Corporation  and its  respective
authorized  representatives from any claims for indemnification hereunder if and
to the extent that  Indemnitee  receives  proceeds from any liability  insurance
policy or other third-party  source in payment or reimbursement for such claims.
Indemnitee  hereby agrees to assign all proceeds  Indemnitee  receives under any
such insurance  policy or  third-party  agreement to the extent of the amount of
indemnification  made to Indemnitee under the terns of this Agreement.  Finally,

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Indemnitee shall cause each insurance policy or other  third-party  agreement by
which Indemnitee may be entitled to payment or reimbursement to provide that the
insurance  company  or the  third-party  agreement  by which  Indemnitee  may be
entitled to payment or  reimbursement  to provide that the insurance  company or
the third party waives all right of recovery by way of  subrogation  against the
Corporation  in  connection  with  any  claim  for  indemnification  under  this
Agreement.  If such waiver of  subrogation  cannot be  obtained  except with the
payment of additional sums in premiums or otherwise, Indemnitee shall notify the
Corporation  of this fact. The  Corporation  shall then have ten (10) days after
receiving  such  notice  to agree to pay such  additional  sums.  If a waiver of
subrogation  rights is not obtainable at any price or if the  Corporation  shall
fail to agree to pay such additional  sums,  Indemnitee shall be relieved of the
obligation  to obtain  the  waiver of  subrogation  rights  with  respect to any
particular insurance policy or third-party agreement.

14. SAVING CLAUSE.  Nothing in this Agreement is intended to require or shall be
construed as requiring the  Corporation to do or fail to do any act in violation
of applicable  law. The  provisions of this  Agreement  (including any provision
within a single section, paragraph or sentence) shall be severable in accordance
with  this  Section  14.  If this  Agreement  or any  portion  thereof  shall be
invalidated  on  any  ground  by  any  court  of  competent  jurisdiction,   the
Corporation shall nevertheless  indemnify Indemnitee as to Expenses,  judgments,
fines and penalties with respect to any Proceeding to the full extent  permitted
by any applicable portion of this Agreement that shall not have been invalidated
or by any other  applicable law, and this Agreement shall remain  enforceable to
the fullest extent permitted by law.

15.  NOTICE.  Indemnitee  shall,  as a  condition  precedent  to his right to be
indemnified under this Agreement,  give to the Corporation  notice in writing as
soon as  practicable  of any claim made against him for which  indemnity will or
could be  sought  under  this  Agreement.  Notice  to the  Corporation  shall be
directed to AccuPoll,  Inc.,  4440 Von Karman Ave.,  Suite 125,  Newport  Beach,
California 92660, Attention: President (or such other address as the Corporation
shall designate in writing to Indemnitee),  together with a copy thereof to Shaw
Pittman 2029 Century Park East,  Suite 2550, Los Angeles,  CA 90067,  Attention:
William Peters,  Esq. All notices,  requests,  demands and other  communications
shall be deemed  received three days after the date  postmarked if (i) delivered
by  hand  and  receipted  for  by  the  party  to  whom  such  notice  or  other
communication  shall have been directed,  or (ii) sent by prepaid mail, properly
addressed.  In addition,  Indemnitee shall give the Corporation such information
and  cooperation as it may reasonably  require and shall be within  Indemnitee's
power.

16. COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
each of which shall constitute the original.

17.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance with the substantive  laws of the State of California  without giving
effect to its rules of conflicts of laws.

18.  CONSENT  TO  JURISDICTION.  The  Corporation  and  Indemnitee  each  hereby
irrevocably  consent  to  the  jurisdiction  of  the  courts  of  the  State  of
California,  in  the  County  of Los  Angeles,  or,  if it  has  or can  acquire

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jurisdiction,  in the United States  District Court for the Central  District of
California,  for all purposes in connection with any action or proceeding  which
arises out of or relates to this Agreement and agree that any action  instituted
under this  Agreement  shall be brought only in the state courts of the State of
California.

19.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns  (including any direct or indirect  successors by purchase,  merger,
consolidation  or otherwise to all or  substantially  all of the business and/or
assets  of  the   Corporation),   spouses,   heirs,   and   personal  and  legal
representatives.  The Corporation shall require and cause any successor (whether
direct or indirect by purchase,  merger,  consolidation  or  otherwise)  to all,
substantially  all or a substantial  part, of the business  and/or assets of the
Corporation,  by  written  agreement  in  form  and  substance  satisfactory  to
Indemnitee,  expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation  would be required to perform
if no such  succession had taken place.  This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director and/or officer
of the Corporation or of any other enterprise.

20.  ATTORNEYS'  FEES.  In the event that any action is instituted by Indemnitee
under this Agreement to enforce or interpret any of the terms hereof, Indemnitee
shall be entitled to be paid all court costs and expenses,  including reasonable
attorneys' fees and  disbursements,  incurred by Indemnitee with respect to such
action,  unless as a part of such action,  the court of  competent  jurisdiction
determines  that each of the material  assertions  made by Indemnitee as a basis
for such action were not made in good faith or were  frivolous.  In the event of
an action  instituted by or in the name of the Corporation  under this Agreement
or to enforce or interpret any of the terms of this Agreement,  Indemnitee shall
be entitled to be paid all court costs and expenses,  including  attorneys' fees
and  disbursements,  incurred by Indemnitee in defense of such action (including
with respect to Indemnitee's counterclaims and crossclaims made in such action),
unless as a part of such action the court  determines  that each of Indemnitee's
material defenses to such action were made in bad faith or were frivolous.

21.  SUBSEQUENT  INSTRUMENTS  AND ACTS.  The parties hereto agree that they will
execute any further  instrument  and perform any acts that may become  necessary
from time to time to carry out the terms of this Agreement.

22. LIMITATIONS  PERIOD. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the  Corporation or any affiliate of the
Corporation  against  Indemnitee,   Indemnitee's  spouse,  heirs,  executors  or
personal or legal  representatives  after the  expiration  of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Corporation or its affiliates  shall be extinguished  and deemed released unless
asserted by the timely  filing of a legal action  within such  two-year  period;
provided,  however,  that if any  shorter  period of  limitations  is  otherwise
applicable to any such cause of action such shorter period shall govern.

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IN WITNESS  WHEREOF,  the parties  hereby have caused this  Agreement to be duly
executed and signed as of the day and year first above written.

                                                     AccuPoll, Inc.,
                                                     a Delaware corporation

                                                     By:  /s/ Frank Wiebe
                                                     Name: Frank Wiebe
                                                     Title: President

                                                     INDEMNITEE:

                                                     /s/ Dennis Vadura
                                                     Dennis Vadura
<PAGE>

                           INDEMNIFICATION AGREEMENT.

         THIS  INDEMNIFICATION  AGREEMENT (this "Agreement") is made and entered
into as of the 20 day of May,  2002, by and between  AccuPoll,  Inc., a Delaware
corporation  (the  "Corporation"),  and Frank Wiebe  ("Indemnitee"),  a director
and/or officer.

                                    RECITALS

         A.  It is  essential  to the  Corporation  to  retain  and  attract  as
directors and officers of the Corporation the most capable persons available.

         B. The substantial  increase in corporate litigation subjects directors
and  officers  to  expensive   litigation  risks  at  the  same  time  that  the
availability of directors' and officers'  liability  insurance has been severely
limited.

         C. It is the express policy of the  Corporation to indemnify  directors
and executive officers of the Corporation so as to provide them with the maximum
possible protection permitted by law.

         D.  Indemnitee  does not  regard  the  protection  available  under the
Delaware General Corporation Law or the Bylaws of the Corporation as adequate in
the  present  circumstances,  and may not be willing  to serve as a director  or
officer without adequate  protection,  and the Corporation desires Indemnitee to
serve in such capacity.

                                   AGREEMENTS

         NOW,  THEREFORE,  the  Corporation  and  Indemnitee  do hereby agree as
follows:

         I. AGREEMENT TO SERVE.  Indemnitee agrees to serve or continue to serve
as a director  and/or an officer  of the  Corporation  for so long as he is duly
elected  or  appointed  or until  such time as he  tenders  his  resignation  in
writing.

         2. DEFINITIONS. As used in this Agreement:

         (a) The term  "Proceeding"  shall  include any  threatened,  pending or
completed  action,  suit,  investigation or proceeding,  and any appeal thereof,
whether  brought by or in the right of the  Corporation or otherwise and whether
civil,  criminal,  administrative  or  investigative,   and/or  any  inquiry  or
investigation,  in which  Indemnitee may be or may have been involved as a party
or  otherwise,  or that  Indemnitee  in good  faith  believes  might lead to the
institution of any such proceeding,  by reason of the fact that Indemnitee is or
was a director or officer of the  Corporation,  by reason of any action taken by
him or of any  inaction on his part while  acting as such a director or officer,
or by  reason  of the  fact  that he is or was  serving  at the  request  of the
Corporation as a director,  officer;  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise;  in each case whether or
not he is acting or serving in any such  capacity at the time any  liability  or
expense is incurred for which  indemnification  or reimbursement can be provided
under this Agreement.

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         (b) The term "Expenses" shall include,  without  limitation,  expenses,
costs  and  obligations,  paid  or  incurred,  of  investigations,  judicial  or
administrative  proceedings  or appeals,  amounts  paid in  settlement  by or on
behalf  of  Indemnitee,  attorneys'  fees  and  disbursements  and any  expenses
reasonably  and actually  incurred in  establishing  a right to  indemnification
under Section 8 of this Agreement including,  without limitation, those incurred
in investigating,  defending,  being a witness in or participating in (including
on appeal),  or preparing  to defend with respect to any claim,  issue or matter
relating thereto or in connection therewith, but shall not include the amount of
judgments, fines or penalties against Indemnitee.

         (c) A "Change in Control"  shall be deemed to have  occurred  if, after
the date hereof,  there is any transaction or series of transactions  within any
twelve (12)-month period, including, without limitation, a merger, consolidation
or exchange  of  securities,  in which the  holders of all of the  Corporation's
outstanding  voting  securities  immediately  prior to the  consummation of such
transaction or the first  transaction of such series of transactions do not own,
directly  or  indirectly,  a  majority  of  the  combined  voting  power  of the
Corporation's  outstanding  securities upon  consummation of such transaction or
series of such transactions.

         (d) The term "Independent  Legal Counsel" shall include any attorney or
firm of attorneys,  selected in accordance with Section 5 hereof,  who shall not
have otherwise  performed  services for the Corporation or Indemnitee within the
five years prior to the date of  selection  (other than with  respect to matters
concerning  the  rights  of  Indemnitee  under  this  Agreement,   or  of  other
Indemnitees under similar indemnification agreements).

         (e) References to "other  enterprise"  shall include  employee  benefit
plans;  references to "fines" shall include any excise tax assessed with respect
to any  employee  benefit  plan;  references  to  "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the  Corporation  or its  subsidiaries,  if any,  which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted  in  good  faith  and in a  manner  he  reasonably  believed  to be in the
interests of the  participants  and  beneficiaries  of an employee  benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the Corporation" as referred to in this Agreement.

         3.  INDEMNITY  IN  THIRD-PARTY   PROCEEDINGS.   The  Corporation  shall
indemnify  Indemnitee  in  accordance  with the  provisions of this Section 3 if
Indemnitee  is a party to or  threatened  to be made a party  to any  Proceeding
(other  than a  Proceeding  by or in the right of the  Corporation  to procure a
judgment  in its  favor)  by  reason  of the fact  that  Indemnitee  is or was a
director or officer of the  Corporation,  or is or was serving at the request of
the  Corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise, against all
Expenses,  judgments,  fines and penalties  actually and reasonably  incurred by
Indemnitee in connection with the defense or settlement of such Proceeding,  but
only if he acted in good faith and in a manner which he  reasonably  believed to
be (in the case of conduct in his official  capacity)  in the best  interests of
the Corporation or (in all other cases) not opposed to the best interests of the
Corporation,  and, in the case of a criminal action or proceeding,  in addition,
had  no  reasonable  cause  to  believe  that  his  conduct  was  unlawful.  The
termination  of any such  Proceeding  by judgment,  order of court,  settlement,
conviction, or upon a plea of nolo contendere, or its equivalent,  shall not, of
itself,  create a presumption that Indemnitee did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation  (or  that  Indemnitee  did not  meet  any  other
particular  standard  of conduct or have any other  particular  belief or that a
court has determined that  indemnification  is not permitted by applicable law),
and with respect to any  criminal  proceeding,  that such person had  reasonable
cause to believe that his conduct was unlawful.

                                       2
<PAGE>

         4. INDEMNITEE IN PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if  Indemnitee  is a party to or  threatened to be made a party to any
Proceeding by or in the right of the Corporation,  or any subsidiary, if any, to
procure a judgment in its favor by reason of the fact that  Indemnitee is or was
a director  or officer of the  Corporation  or any  subsidiary,  if any,  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all Expenses actually and reasonably
incurred by  Indemnitee  in  connection  with the defense or  settlement of such
Proceeding,  but  only if he  acted  in good  faith  and in a  manner  which  he
reasonably  believed to be (in the case of conduct in his official  capacity) in
the best interests of the Corporation or (in all other cases) not opposed to the
best interests of the Corporation,  except that no indemnification  for Expenses
shall be made under this  Section  4, in respect of any  Proceeding  as to which
Indemnitee shall have been adjudged to be liable to the Corporation,  unless and
only to the extent that any court in which such  Proceeding  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case,  Indemnitee is fairly and reasonably
entitled  to  indemnity  for such  expenses  as such court  shall  deem  proper.
Notwithstanding the foregoing, Indemnitee shall have no right to indemnification
for  Expenses  and the payment of profits  arising from the purchase and sale by
Indemnitee  of  securities  in  violation  of  Section  16(b) of the  Securities
Exchange Act of 1934, as amended.

         5. CHANGE IN  CONTROL.  The  Corporation  agrees that in the event of a
Change in Control, and with respect to all matters thereafter arising concerning
the rights of Indemnitee to  indemnification  and payment of Expenses under this
Agreement or any other  agreement to which the  Corporation  and  Indemnitee are
parties or the Bylaws of the  Corporation  as  hereafter  in effect  relating to
indemnification of directors and/or officers of the Corporation, the Corporation
shall seek legal  advice only from the  Independent  Legal  Counsel  selected by
Indemnitee  and  approved  by  the  Corporation  (which  approval  shall  not be
unreasonably  withheld).  Such  counsel,  among other  things,  shall render its
written  opinion to the  Corporation  and  Indemnitee  as to whether and to what
extent Indemnitee would be permitted to be indemnified under applicable law. The
Corporation  agrees to pay the reasonable fees of the Independent  Legal Counsel
referred  to above and to  indemnify  fully  such  counsel  against  any and all
expenses (including  attorney's fees),  claims,  liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.

         6.  INDEMNIFICATION  PROHIBITED.   Notwithstanding  the  provisions  of
Sections  3 and 4, no  indemnification  shall  be made in  connection  with  any
Proceeding  charging  improper  personal  benefit to Indemnitee,  whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         7. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding any
other provision of this Agreement whatsoever,  to the extent that Indemnitee has

                                       3
<PAGE>

been  successful on the merits or otherwise  (including a settlement) in defense
of any Proceeding or in defense of any claim, issue or matter therein, including
dismissal  without  prejudice,  Indemnitee  shall be  indemnified  against  all
Expenses reasonably and actually incurred in connection therewith.

         8. ADVANCES OF EXPENSES.  Expenses  incurred by Indemnitee  pursuant to
Sections 3 and 4 in any Proceeding  shall be paid by the  Corporation in advance
as soon as  practicable  but not later than three business days after receipt of
the written request of Indemnitee,  provided that Indemnitee shall (i) affirm in
such  written  request  that he acted  in good  faith  and in a manner  which he
reasonably  believed to be (in the case of conduct in his official  capacity) in
the best interests of the Corporation or (in all other cases) not opposed to the
best interests of the Corporation and (ii) undertake to repay such amount to the
extent that it is  ultimately  determined  that  Indemnitee  is not  entitled to
indemnification,  and further  provided that a determination  has been made that
the facts then known would not preclude indemnification pursuant to the terms of
this Agreement.

         9. RIGHT OF INDEMNITEE TO INDEMNIFICATION  UPON APPLICATION;  PROCEDURE
UPON APPLICATION.

     (a) Any  indemnification  under  Sections  3 and 4 shall be made as soon as
practicable  but in any  event  no  later  than 30  days  after  receipt  by the
Corporation of the written request of Indemnitee.

     (b) The right to  indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent  jurisdiction.  The
burden of proving that  indemnification or advances are not appropriate shall be
on the Corporation.  Neither the failure of the Corporation (including its Board
of  Directors,  independent  legal  counsel,  or  stockholders)  to have  made a
determination  prior to the commencement of such action that  indemnification or
advances  are  proper  in the  circumstances  because  Indemnitee  has  met  the
applicable standard of conduct,  nor an actual  determination by the Corporation
(including its Board of Directors,  independent legal counsel,  or stockholders)
that Indemnitee has not met such applicable standard conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.  Indemnitee's  expenses  reasonably  incurred in connection
with  successfully   establishing   Indemnitee's  right  to  indemnification  or
advances,  in whole or in part, in any such Proceeding shall also be indemnified
by the Corporation.

     (c) The  Corporation  shall not be liable under this  Agreement to make any
payment in  connection  with any claim  made  against  Indemnitee  to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
Bylaw or otherwise) of the amounts otherwise indemnifiable.

         10. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.

     (a) Notwithstanding any other provision of this Agreement,  the Corporation
hereby  agrees to  indemnify  Indemnitee  to the full extent  permitted  by law,
whether or not such  indemnification  is  specifically  authorized  by the other
provisions of this Agreement,  the  Corporation's  Certificate of Incorporation,


                                       4
<PAGE>

the Bylaws, or by statute.  In the event of any changes,  after the date of this
Agreement,  in any applicable law, statute,  or rule which expand the right of a
Delaware  corporation  to  indemnify a member of its board of  directors  or any
officer,  such changes shall be, ipso facto,  within the purview of Indemnitee's
rights, and Corporation's obligations, under this Agreement. In the event of any
changes in any  applicable  law,  statute,  or rule which  narrow the right of a
Delaware  corporation  to  indemnify a member of its board of  directors  or any
officer, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement,  shall have no effect on this Agreement
or the parties' rights and obligations hereunder.

     (b) The  indemnification  provided  by this  Agreement  shall not be deemed
exclusive  of any other  rights to which  Indemnitee  may be entitled  under the
Certificate  of  Incorporation,   the  Bylaws,   any  agreement,   any  vote  of
shareholders or disinterested  directors,  the laws of the State of Delaware, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office.

         11.  PARTIAL  INDEMNIFICATION.  If  Indemnitee  is  entitled  under any
provision of this Agreement to  indemnification by the Corporation for some or a
portion of the Expenses,  judgments,  fines or penalties actually and reasonably
incurred  by him in the  investigation,  defense,  appeal or  settlement  of any
Proceeding but not, however, for the total amount thereof, the Corporation shall
nevertheless  indemnify Indemnitee for the portion of such Expenses,  judgments,
fines or penalties to which  Indemnitee is entitled.  Moreover,  notwithstanding
any other  provision of this  Agreement,  to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all claims, issues or
matters  relating in whole or in part to an indemnifiable  event,  occurrence or
matter hereunder,  including  dismissal without  prejudice,  Indemnitee shall be
indemnified against all Expenses incurred in connection with such defenses.

         12.  EFFECT  OF  FEDERAL  LAW.  Both  the  Corporation  and  indemnitee
acknowledge that in certain  instances,  federal law will override  Delaware law
and prohibit the Corporation from  indemnifying its officers and directors.  For
example,  the  Corporation  and Indemnitee  acknowledge  that the Securities and
Exchange  Commission  has  taken  the  position  that   indemnification  is  not
permissible for liabilities  arising under certain federal  securities laws, and
federal law  prohibits  indemnification  for certain  violations of the Employee
Retirement Income Security Act.

         13. LIABILITY INSURANCE.

     (a) In the event that [Sales Strategies,  Inc.], the Corporation's  parent,
does not obtain  officers  and  directors  insurance  covering  Indemnitee,  the
Corporation  shall obtain and  maintain a policy or policies of  insurance  with
reputable insurance companies providing the officers and directors with coverage
for losses from wrongful acts, or to ensure the Corporation's performance of its
indemnification obligations under this Agreement.

     (b)  Indemnitee   hereby   releases  the  Corporation  and  its  respective
authorized  representatives from any claims for indemnification hereunder if and
to the extent that  Indemnitee  receives  proceeds from any liability  insurance
policy or other third-party  source in payment or reimbursement for such claims.
Indemnitee  hereby agrees to assign all proceeds  Indemnitee  receives under any
such insurance  policy or  third-party  agreement to the extent of the amount of


                                       5
<PAGE>

indemnification  made to Indemnitee under the terms of this Agreement.  Finally,
Indemnitee shall cause each insurance policy or other  third-party  agreement by
which Indemnitee may be entitled to payment or reimbursement to provide that the
insurance  company  or the  third-party  agreement  by which  Indemnitee  may be
entitled to payment or  reimbursement  to provide that the insurance  company or
the third party waives all right of recovery by way of  subrogation  against the
Corporation  in  connection  with any claim  for  indemnification  under  this
Agreement.  If such waiver of  subrogation  cannot be  obtained  except with the
payment of additional sums in premiums or otherwise, Indemnitee shall notify the
Corporation  of this fact. The  Corporation  shall then have ten (10) days after
receiving  such  notice  to agree to pay such  additional  sums.  If a waiver of
subrogation  rights is not obtainable at any price or if the  Corporation  shall
fail to agree to pay such additional  sums,  Indemnitee shall be relieved of the
obligation  to obtain  the  waiver of  subrogation  rights  with  respect to any
particular insurance policy or third-party agreement.

       14.  SAVING  CLAUSE. Nothing in this  Agreement is intended to require or
shall be construed as requiring the  Corporation  to do or fail to do any act in
violation of applicable  law. The  provisions of this  Agreement  (including any
provision within a single section,  paragraph or sentence) shall be severable in
accordance  with this Section 14. If this Agreement or any portion thereof shall
be  invalidated  on any  ground  by any  court of  competent  jurisdiction,  the
Corporation shall nevertheless  indemnify Indemnitee as to Expenses,  judgments,
fines and penalties with respect to any Proceeding to the full extent  permitted
by any applicable portion of this Agreement that shall not have been invalidated
or by any other  applicable law, and this Agreement shall remain  enforceable to
the fullest extent permitted by law.

         15. NOTICE.  Indemnitee shall, as a condition precedent to his right to
be indemnified under this Agreement,  give to the Corporation  notice in writing
as soon as practicable of any claim made against him for which indemnity will or
could be  sought  under  this  Agreement.  Notice  to the  Corporation  shall be
directed to AccuPoll,  Inc.,  4440 Von Karman Ave.,  Suite 125,  Newport  Beach,
California 92660, Attention: President (or such other address as the Corporation
shall designate in writing to Indemnitee),  together with a copy thereof to Shaw
Pittman 2029 Century Park East,  Suite 2550, Los Angeles,  CA 90067,  Attention:
William Peters,  Esq. All notices,  requests,  demands and other  communications
shall be deemed  received three days after the date  postmarked if (i) delivered
by  hand  and  receipted  for  by  the  party  to  whom  such  notice  or  other
communication  shall have been directed,  or (ii) sent by prepaid mail, properly
addressed.  In addition,  Indemnitee shall give the Corporation such information
and  cooperation as it may reasonably  require and shall be within  Indemnitee's
power.

         16.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts, each of which shall constitute the original.

         17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the substantive  laws of the State of California  without giving
effect to its rules of conflicts of laws.

         18. CONSENT TO JURISDICTION. The Corporation and Indemnitee each hereby
irrevocably  consent  to  the  jurisdiction  of  the  courts  of  the  State  of
California,  in  the  County  of Los  Angeles,  or,  if it  has  or can  acquire

                                       6
<PAGE>

jurisdiction,  in the United States  District Court for the Central  District of
California,  for all purposes in connection with any action or proceeding  which
arises out of or relates to this Agreement and agree that any action  instituted
under this  Agreement  shall be brought only in the state courts of the State of
California..

         19.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of and be enforceable  by the parties and their  respective
successors and assigns (including any direct or indirect successors by purchase,
merger,  consolidation or otherwise to all or substantially  all of the business
and/or  assets of the  Corporation),  spouses,  heirs,  and  personal  and legal
representatives.  The Corporation shall require and cause any successor (whether
direct or indirect by purchase,  merger,  consolidation  or  otherwise)  to all,
substantially  all or a substantial  part, of the business  and/or assets of the
Corporation,  by  written  agreement  in  form  and  substance  satisfactory  to
Indemnitee,  expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation  would be required to perform
if no such  succession had taken place.  This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director and/or officer
of the Corporation or of any other enterprise.

         20.  ATTORNEYS'  FEES.  In the event that any action is  instituted  by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses,  including
reasonable  attorneys'  fees and  disbursements,  incurred  by  Indemnitee  with
respect to such action,  unless as a part of such action, the court of competent
jurisdiction  determines that each of the material assertions made by Indemnitee
as a basis for such action were not made in good faith or were frivolous. In the
event of an action  instituted by or in the name of the  Corporation  under this
Agreement  or to  enforce  or  interpret  any of the  terms  of this  Agreement,
Indemnitee shall be entitled to be paid all court costs and expenses,  including
attorneys'  fees and  disbursements,  incurred by  Indemnitee in defense of such
action  (including  with respect to Indemnitee's  counterclaims  and crossclaims
made in such action),  unless as a part of such action the court determines that
each of Indemnitee's  material defenses to such action were made in bad faith or
were frivolous.

         21. SUBSEQUENT INSTRUMENTS AND ACTS. The parties hereto agree that they
will  execute  any  further  instrument  and  perform  any acts that may  become
necessary from time to time to carry out the terms of this Agreement.

         22.  LIMITATIONS  PERIOD. No legal action shall be brought and no cause
of  action  shall  be  asserted  by or in the  right of the  Corporation  or any
affiliate of the Corporation against  Indemnitee,  Indemnitee's  spouse,  heirs,
executors or personal or legal representatives after the expiration of two years
from the date of  accrual  of such  cause of  action,  and any claim or cause of
action of the  Corporation or its affiliates  shall be  extinguished  and deemed
released  unless  asserted by the timely  filing of a legal  action  within such
two-year period; provided, however, that if any shorter period of limitations is
otherwise  applicable  to any such cause of action  such  shorter  period  shall
govern.

                                       7
<PAGE>


         IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed and signed as of the day and year first above written.








                                 AccuPoll, Inc.,
                                 a Delaware corporation


                                 By:  /s/ Dennis Vadura
                                 Name:  Dennis Vadura
                                 Title: Chief Executive Officer



                                 INDEMNITEE:


                                  /s/ Frank Wiebe
                                  Frank Wiebe

                                       8