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EXHIBIT 10.8

                              CONSULTING AGREEMENT
                              --------------------

         This Consulting Agreement (the "Agreement") is entered into as of April
23,2002, by and between AccuPoll Holding Corp., a Nevada corporation and its
subsidiaries or affiliates (the "Company"), and GCH Capital, Ltd., a California
corporation ("Consultant").

         WHEREAS, the Company desires to acquire or merge with other businesses,
dispose of businesses or assets, enter into strategic relationships, and/or
enter into investment banking relationships, and to secure valuable management
consulting to assist the Company in its operations, strategy and in its
negotiations with vendors, customers and strategic partners (the "Company
Objectives");

         WHEREAS, the Company recognizes that the Consultant can contribute to
finding, analyzing, structuring and negotiating business sales and/or
acquisitions, joint ventures, alliances and other desirable projects, including
the Company Objectives, which contribution is of great value to the Company and
its shareholders;

         WHEREAS, the Company believes it to be important both to the future
prosperity of the Company Objectives and to the Company's general interest to
retain Consultant, on a non- exclusive basis, and have Consultant available to
the Company for consulting services in the manner and subject to the terms,
covenants, and conditions set forth herein;

         WHEREAS, in order to accomplish the foregoing, the Company and
Consultant desire to enter into this Agreement, effective as of April 23,2002,
to provide certain assurances as set forth herein.

         NOW THEREFORE, in view of the foregoing and in consideration of the
premises and mutual representations, warranties, covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

1.       RETENTION. The Company hereby retains the Consultant during the
         Consulting Period (as defined in Section 2 below), and Consultant
         hereby agrees to be so retained by the Company, all subject to the
         terms and provisions of this Agreement.

2.       CONSULTING PERIOD. The Consulting Period shall commence on April
         23,2002 and terminate no earlier than April 23,2004. After April
         23,2004, either party may terminate this agreement upon at least 90
         days prior written notice.

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3.       DUTIES OF CONSULTANT. During the Consulting Period, the Consultant
         shall use its reasonable and best efforts to perform those actions and
         responsibilities necessary to assist the Company with achieving the
         Company Objectives, as instructed by the Company from time to time,
         including (i) identifying, analyzing, structuring and/or negotiating
         business sales and/or acquisitions, including without limitation,
         merger agreements, stock purchase agreements, and any other agreements
         relating to such sales or acquisitions (provided that Consultant shall
         not engage in any capital raising activities), (ii) assist the Company
         in its corporate strategies, (iii) assist the Company in the
         implementation of its business plan, (iv) assist the Company in the
         negotiation, documentation and closing of strategic alliances,
         partnerships, joint ventures, consulting agreements and agreements for
         the sale of the Company's products, in each case as requested by the
         Company (the "Services"). If the Company, in its sole and absolute
         discretion, determines to undertake one or more transactions described
         above, the Company shall use its best efforts to provide all necessary
         financing required in order to purchase businesses approved by the
         Company, including cash or securities. Consultant shall render such
         Services diligently and to the best of its ability. Notwithstanding
         anything herein to the contrary, Consultant shall not engage in any
         capital raising activity, and shall not be responsible for selling, or
         soliciting the sale of, any securities, or maintaining a market for the
         Company's securities. The Company may engage such other consultants,
         investment bankers or other advisers with respect to the activities set
         forth in the immediately preceding sentence AS the Company shall deem
         appropriate in its sole and absolute discretion, and Consultant shall
         not be entitled to any fees or commissions arising out of the
         activities of such other consultants, investment bankers or other
         advisors, unless Consultant provides Services with respect to such
         activities, subject to the limitations set forth in the second sentence
         of Section 5(c) hereof.

4.       OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that Consultant
         shall perform and be compensated for only those services that are
         reasonably required to accomplish the goals and objectives set forth
         herein, and that Consultant shall provide services to other businesses
         and entities other than the Company. Consultant shall be free to
         directly or indirectly own, manage, operate, join, purchase, organize
         or take preparatory steps for the organization of, build, control,
         finance, acquire, lease or invest or participate in the ownership,
         management, operation, control or financing of, or be connected as an
         officer, director, employee, partner, principal, manager, agent,
         representative, associate, consultant, investor, advisor or otherwise
         with (collectively, be "Affiliated" with), any business or enterprise,
         or permit its name or any part thereof to be used in connection with
         any business or enterprise, engaged in any business. Consultant may be
         Affiliated with any entity or entities which may provide services to
         the Company; provided, however, that the Company shall not be required
         to engage any such entity Affiliated with Consultant for any purpose
         whatsoever. In addition, the Company acknowledges

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         that Consultant has a prior relationship with, and currently has
         substantial business dealings with, Andreea Porcelli and entities
         affiliated with her, and that Consultant will continue to work with Ms.
         Porcelli on this and any other transaction that Consultant deems
         desirable. The Company hereby waives any conflict of interest that may
         arise from a relationship between Consultant and any entity with which
         Consultant is Affiliated, or with Andreea Procelli and any entity with
         which she is Affiliated.

5.       COMPENSATION. In consideration for Consultant entering into this
         Agreement and the Services provided hereunder, the Company shall
         compensate Consultant as follows:

         a.       Monthly Fees and Benefits:
                  --------------------------

                  i.       RETAINER. The Company shall issue to Consultant or
                           its designees a five-year warrant to purchase up to
                           960,000 shares of the Company's common stock,
                           exercisable at $0.01 per share. Such warrant shall
                           vest at the rate of 40,000 shares per month. The
                           Company shall have the right to redeem all or any
                           part of the unvested portion of such warrant at any
                           time for a payment in cash equal to $0.25 per share
                           of common stock issuable upon exercise of such
                           unvested portion of the warrant to be redeemed. The
                           common stock issuable upon exercise of this warrant
                           shall be registered on Form S-8, if available, or on
                           any other form of registration statement if Form S-8
                           is not available, as soon as practicable after the
                           date hereof.

                  ii.      EXPENSES. The Company shall pay all reasonable
                           expenses incurred during the Consulting Period by the
                           Consultant for business purposes related to or in
                           furtherance of the goals and objectives of the
                           Company and/or the provision of the Services
                           (collectively, "Company Purposes"), including,
                           without limitation, expenses incurred with respect to
                           the Consultant's travel (including first class
                           travel), meals and entertainment and other customary
                           and reasonable expenses for Company Purposes. The
                           Company shall pay such expenses directly, or, upon
                           submission of bills, receipts and/or vouchers by the
                           Consultant, by direct reimbursement to the
                           Consultant. Notwithstanding the foregoing, the
                           Company shall not be required to reimburse any single
                           expense in excess of $500.00 which is not approved in
                           writing (including by e-mail) in advance by the
                           Company.

         b.       WARRANTS. The Company shall issue to Consultant or its
                  designees a warrant to purchase up to an aggregate of 500,000
                  shares of Common Stock at an exercise price of $0.25 per
                  share, which shall vest immediately, and which may be
                  exercised at any time after the date hereof, substantially in
                  the form attached hereto (the "Warrants"). The common stock
                  issuable upon exercise of the

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                  Warrants shall be registered by the Company at its expense AS
                  soon as practicable, as reasonably determined in good faith by
                  the Board of Directors of the Company, after the date hereof
                  on Form S-8, if available, or on any other form of
                  registration statement if Form S-8 is not available.

         c.       FEES FOR ACQUISITION OPPORTUNITIES. The Company shall pay to
                  the Consultant a fee equal to ten percent (1 0%) of the
                  aggregate consideration paid for any acquisition or sale by
                  the Company of any business, corporation or division (a
                  "Target"), and with respect to which acquisition either (i)
                  Consultant introduces the parties to the transaction to each
                  other, or (ii) Consultant provides any Services, including,
                  but not limited to, acquisitions by stock purchase agreement,
                  merger agreement, plan of reorganization, asset purchase
                  agreement or license agreement, which fee shall be paid to
                  Consultant when the consideration paid or received by the
                  Company is actually paid or received by the Company.
                  Notwithstanding the foregoing, Consultant shall not be
                  entitled to a fee under this Section 5(c) for any transaction
                  with respect to which (i) the Company provides written notice
                  to Consultant, prior to Consultant providing Services with
                  respect to such transaction, instructing Consultant not to
                  provide Services, and (ii) either (a) Consultant signs such
                  notice acknowledging receipt thereof, or (b) if Consultant
                  shall refuse to sign such notice, such notice is sent by
                  Federal Express, with signature acknowledging receipt
                  required, to Brian Corrigan, Esq., Corrigan & Morris, 201 N.
                  Figueroa Street, Suite 690, Los Angeles, California 90012. For
                  purposes hereof, the aggregate consideration paid shall
                  include all cash and stock paid to the seller or sellers of a
                  Target upon closing of the transaction in addition to any
                  contingent payments to the seller or sellers, including
                  without limitation, earnouts, as if all performance targets
                  are met, as well as any debts or liabilities assumed by the
                  Company, including without limitation any debts for which the
                  Company issues a guarantee. For purposes of clarity,
                  notwithstanding anything herein to the contrary, Consultant
                  shall not be entitled to any fee hereunder for services
                  performed in connection with or related to the acquisition of
                  AccuPoll, Inc. as described in that certain Term Sheet, dated
                  April 23,2002, between AccuPoll, Inc. and GCH Capital, Ltd.,
                  or any financing initiated by Andreea Porcelli or her
                  Affiliates.

         d.       THIRD PARTY COMMISSIONS. Consultant and/or its Affiliates
                  shall be entitled to share in any fees or commissions payable
                  by third parties on any transaction described in Section 5(c),
                  including, but not limited to, any fees payable to Consultant
                  by a third party lender, financing partner, or other party, or
                  a seller of a corporation or business, including, without
                  limitation, investment banking fees or commissions, business
                  brokerage fees or commissions, finders fees, or any other fee
                  payable by a third party to Consultant for any reason
                  including the

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                  identification of the Company as a potential purchaser or
                  seller of such corporation or business (a "Transaction
                  Commission"). The Company hereby waives any conflict of
                  interest that may arise due to any transaction wherein
                  Consultant receives such a Transaction Commission, including,
                  but not limited to, any conflict of interest which may arise
                  as a result of the dual representation by Consultant of the
                  seller or purchaser of a corporation or business on the one
                  hand, and the Company on the other.

         e.       FEES PAID IN COMMON STOCK. The Company, at its option, may pay
                  fees due under paragraph (c) of this Section 5 by issuance of
                  Restricted Common Stock or freely tradeable, registered Common
                  Stock. Restricted Common Stock shall be issued at a rate equal
                  to the lesser of (i) fifty percent (50%) of the Market Price
                  of the Company's common stock on the day prior to the closing
                  date of a transaction which entitles the Consultant to receive
                  such fees, or (ii) $0.50 per share. Freely tradeable,
                  registered Common Stock, pursuant to an effective and current
                  registration statement, shall be issued at the rate equal to
                  seventy percent (70%) of the Market Price of the Company's
                  common stock on the day prior to the closing date of a
                  transaction which entitles the Consultant to receive such
                  fees. For purposes of this Section 5(e), the term "Market
                  Price" as of a particular date shall mean the average of the
                  three lowest closing prices of the common stock of the Company
                  reported for the twenty trading days ending on the date in
                  question. All fees payable hereunder shall be paid within
                  seven business days following the closing date of a
                  transaction which entitles the Consultant to receive such
                  fees. In the event the Common Stock of the Company is not then
                  listed on a national securities exchange or market, then, at
                  the Consultant's option, the Company shall pay all fees due
                  under paragraph (c) of this Section 5 either (i) in the form
                  of, and based on the same value established by, the
                  consideration paid or received in the transaction triggering
                  such fees, or (ii) in cash.

6.       REGISTRATION RIGHTS. In the event the Company shall at any time and
         from time to time file a registration statement with the Securities and
         Exchange Commission, if permitted by applicable securities laws, rules
         and regulations applicable to the type of registration statement the
         Company is filing, the Company shall register any shares of common
         stock of the Company then beneficially owned by Consultant or its
         Affiliates, or any Affiliates of the principals of Consultant. The
         Company shall provide to Consultant not less than ten business day's
         notice prior to any filing of any such registration statement, and
         shall include on such registration statement such shares as may be
         reasonably requested by Consultant, subject to any cutbacks reasonably
         required by the managing underwriter of any fully underwritten offering
         where the Company is not acting as the underwriter.

7.       TERMINATION. Subject to the cure provisions contained herein, the
         Company may


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terminate the Consulting Period upon written notice for Cause at any time.
Cause shall mean that during the Consulting Period, the Consultant engaged in
gross and willful misconduct that is materially and significantly injurious to
the Company, and, after written notice of such conduct, Consultant has failed to
cure such gross and willful misconduct within 30 days. Any termination pursuant
to this section shall be communicated by written Notice of Intended Termination.
For purposes of this Agreement, a "Notice of Intended Termination" shall mean a
notice which shall clearly state the specific termination provision in this
Agreement relied upon and shall set forth in reasonable and specific detail the
facts and circumstances claimed to provide a basis for termination of the
Consulting Period. No Notice of Intended Termination shall be valid unless it is
signed by at least a majority of the board of directors of the Company (the
"Board").

         a.       Not less than 15 days after receipt of the Notice of Intended
                  Termination, Consultant shall have the opportunity to a full,
                  complete and fair hearing in the presence of the entire Board.
                  Not less than 10 days prior to the hearing, the Board shall
                  present to Consultant its reasons for the termination,
                  including the specific actions, inactions, omissions or other
                  facts relied upon by the Board in making its determination
                  that Consultant has engaged in gross and willful misconduct
                  and that the Company has the right to terminate this Agreement
                  for Cause. Consultant shall have the right to attempt to rebut
                  any evidence or allegations of wrongdoing at the hearing and
                  shall have the right to be represented, at Consultant's
                  expense, by counsel of Consultant's choice at such hearing.
                  After such hearing, should the Board determine that this
                  Agreement may properly be terminated for Cause, it shall issue
                  a written Final Notice of Termination to Consultant, signed by
                  at least a majority of the Board, setting forth in detail the
                  specific facts, conclusions and findings of the Board in
                  determining that Cause exists for the termination of this
                  Agreement. The Final Notice of Termination shall contain an
                  effective termination date, which effective termination date
                  shall be no less than thirty (30) days from the date of the
                  Final Notice of Termination. In the event of any termination
                  of this Agreement for any reason, including for Cause, any and
                  all fees paid, or required to be paid, to the Consultant prior
                  to the effective date of such Termination, including, without
                  limitation, the vested portion of any warrants issued
                  hereunder, shall be deemed fully earned and shall not be
                  refundable to the Company.

         b.       In the event the Company terminates this Agreement without
                  Cause as defined herein, and/or does not fully comply with the
                  termination and hearing procedures specified in paragraph 7(a)
                  herein, then the Company shall pay to Consultant, as
                  liquidated damages, at the Consultant's option, either (a)
                  $100,000, or (b) the greater of (i) 500,000 shares of Common
                  Stock which shall be registered with the

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                  Securities and Exchange Commission and freely tradable or (ii)
                  the total value of all fees and other compensation paid or
                  payable to Consultant over the twelve months prior to the date
                  of the Notice of Intended Termination.

8.       NOTICE. Any notice required, permitted or desired to be given pursuant
         to any of the provisions of this Agreement shall be deemed to have been
         sufficiently given or served for all purposes if delivered in person or
         sent by certified mail, return receipt requested, postage and fees
         prepaid, or by national overnight delivery prepaid service to the
         parties at their addresses set forth below. Any party hereto may at any
         time and from time to time hereafter change the address to which notice
         shall be sent hereunder by notice to the other party given under this
         paragraph. The addresses of the parties are as follows:

               TO CONSULTANT:

               GCH Capital, Ltd.
               269 S. Beverly Drive, # 185
               Beverly Hills, California 90212
               Attention: General Counsel
               Tel: (310) 785-0330
               Fax: (310) 785-0040

               TO THE COMPANY:

               ACCUPOLL, INC.
               4440 Von Karman Avenue, Suite 125
               Newport Beach, California 92660
               Attention: President
               Tel: (949) 200-4000
               Fax: (949) 200-4005

9.       WAIVER. No course of dealing nor any delay on the part of either party
         in exercising any rights hereunder will operate as a waiver of any
         rights of such party. No waiver of any default or breach of this
         Agreement or application of any term, covenant or provision hereof
         shall be deemed a continuing waiver or a waiver of any other breach or
         default or the waiver of any other application of any term, covenant or
         provision.

10.      DEFINITION OF "REASONABLE AND BEST EFFORTS." Reasonable and best
         efforts shall not include the payment of any non-reimbursable
         out-of-pocket costs or other payments by Consultant. Consultant shall
         not guarantee, make any representation concerning (which representation
         would survive the closing of any escrow or other transaction) or
         warrant (i) the condition, performance, value, or profitability of any
         business purchased, sold by, or

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         otherwise considered for purchase or sale by the Company; (ii) the
         validity or authorization of any capital stock purchased, sold by, or
         otherwise considered for purchase or sale by the Company; (iii) the
         market value of any capital stock, business or assets purchased or sold
         by, or otherwise considered for purchase or sale by the Company; (iv)
         the ability to finance, refinance or otherwise mortgage or encumber any
         business or corporation purchased, sold by, or otherwise considered for
         purchase or sale by the Company; (vi) that Consultant will find or
         present any business or corporation which the Company will consider,
         approve or ultimately purchase or be able to purchase; or (vii) the
         covenants, representations or warranties of any party to any stock
         purchase, asset purchase, merger or other agreement entered into by the
         Company with any third party.

11.      SUCCESSORS; BINDING; AGREEMENTS. Prior to the effectiveness of any
         succession (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         and/or assets of the Company, or the sale of all or a controlling
         interest in the capital stock of the Company, the Company will require
         the successor to expressly assume and agree to perform this Agreement
         in the same manner and to the same extent that the Company would be
         required to perform it if no such succession had occurred. As used in
         this Agreement, "Company" shall mean the Company as defined above and
         any successor to its business and/or assets which executes and delivers
         the Agreement provided for in this Section 11 or which otherwise
         becomes bound by all the terms and provisions of this Agreement by
         operation of law or otherwise.

12.      SURVIVAL OF TERMS. Notwithstanding the termination of this Agreement
         for whatever reason, the provisions hereof shall survive such
         termination, unless the context requires otherwise.

13.      COUNTERPARTS. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed to be AN original, but all
         of which together shall constitute one and the same instrument. Any
         signature by facsimile shall be valid and binding as if an original
         signature were delivered.

14.      CAPTIONS. The caption headings in this Agreement are for convenience of
         reference only and are not intended and shall not be construed as
         having any substantive effect.

15.      GOVERNING; LAW. This Agreement shall be governed, interpreted and
         construed in accordance with the laws of the state of California
         applicable to agreements entered into and to be performed entirely
         therein. Any suit, action or proceeding with respect to this Agreement
         shall be brought exclusively in the state courts of the state of
         California or in the federal courts of the United States which are
         located in Los Angeles, California. The parties hereto hereby agree to
         submit to the jurisdiction and venue of such courts for the

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         purposes hereof. Each party agrees that, to the extent permitted by
         law, the losing party in a suit, action or proceeding in connection
         herewith shall pay the prevailing party its reasonable attorneys' fees
         incurred in connection therewith. THE PARTIES HEREBY WAIVE ANY RIGHT TO
         TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
         AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING
         OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
         OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
         PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
         AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE
         TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
         TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD
         BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
         WITHOUT A JURY.

16.      ENTIRE APREEMENT/MODIFICATIONS. This Agreement constitutes the entire
         agreement between the parties and supersedes all prior understandings
         and agreements, whether oral or written, regarding Consultant's
         retention by the Company; provided, however, that all fees previously
         earned andor paid to Consultant under prior agreements shall be deemed
         earned, and shall be in addition to any fees payable hereunder. This
         Agreement shall not be altered or modified except in writing, duly
         executed by the parties hereto. This Agreement replaces and supersedes
         that certain Consulting Agreement, by and between AccuPoll, Inc., a
         Delaware corporation and Consultant, dated as of the same date hereof,
         which is between Consultant and a wholly-owned subsidiary of the
         Company.

17.      WARRANTY. The Company and Consultant each hereby warrant and agree that
         each is free to enter into this Agreement, that the parties signing
         below are duly authorized and directed to execute this agreement, and
         that this Agreement is a valid, binding and enforceable against the
         parties hereto.

18.      SEVERABILITY. If any term, covenant or provision, or any part thereof,
         is found by any court of competent jurisdiction to be invalid, illegal
         or unenforceable in any respect, the same shall not affect the
         remainder of such term, covenant or provision, any other terms,
         covenants or provisions or any subsequent application of such term,
         covenant or provision which shall be given the maximum effect possible
         without regard to the invalid, illegal or unenforceable term, covenant
         or provision, or portion thereof. In lieu of any such invalid, illegal
         or unenforceable provision, the parties hereto intend that there shall
         be added as part of this Agreement a term, covenant or provision as
         similar in terms to such invalid, illegal or unenforceable term,
         covenant of provision, or part thereof, as may be possible and be
         valid, legal and enforceable.

                            [signature page follows]

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         IN WITNESS HEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.

ACCUPOLL HOLDING CORP.,                      GCH CAPITAL, LTD.,
a NEVADA CORPORATION                         a CALIFORNIA CORPORATION


By: /s/ Dennis Vadura                        /s/ Jean Turner
-------------------------------              ---------------------------------
    Dennis Vadura                            Name: Jean Turner
    Chief Executive Officer                  Title: Corp. Secretary





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