Business Development Agreement

                         BUSINESS DEVELOPMENT AGREEMENT

         This Business Development Agreement ("Agreement") dated this 1st day of
April,  2003,  is  entered  into  by and  between  Shane  Rodgers  ("Advisors"),
individuals  residing in the state of  California,  and Accupoll  Holding  Corp.
("Company" or "ACCUPOLL"),  a Nevada corporation.  Advisors and Company may each
be referred to as a "Party" and together Advisors and Company may be referred to
as the "Parties".

         WHEREAS,  Company  wishes to engage  Advisors  to  complete  a thorough
evaluation   of   Company's   business    development   programs   and   provide
recommendations about various courses of action;

         WHEREAS, Company wishes to engage Advisors to perform a complete review
of its current business development procedures and make recommendations; and

         WHEREAS,  after  reviewing  Company's  business goals with  management,
Advisors  are  sufficiently  confident  that  management's   objectives  can  be
achieved;

NOW THEREFORE,  in consideration of the promises and covenants contained herein,
the Parties hereto agree as follows:

1. RESPONSIBILITIES OF ADVISORS. Advisors agree to become management consultants
to Company with respect to the evaluation of the current  business  development,
and make  recommendations as to possible ways to focus the assets and management
resources to achieve  long-term  growth.  Advisors will work with  management to
evaluate all strategic plans and evaluate the current capabilities of Company in
view of its organization and resources.  In addition,  Advisors will continue in
the role of business development for Company. It is understood that this program
of  business   development   may  involve  the  Company  in  possible   business
combinations;  strategic alliances,  or joint venture transactions.  None of the
services to be provided by Advisors under this Agreement  shall be in connection
with  the  offer  and  sale of  securities  of  ACCUPOLL  in a  capital  raising
transaction,  nor shall such services directly or indirectly promote or maintain
a market for any of ACCUPOLL  securities.  Advisors  shall provide  Company with
their opinion and recommendations  with respect to the most appropriate means of
meeting corporate goals;  however,  the  implementation of such  recommendations
shall be at the sole and exclusive option of Company.

2. ANALYSIS AND REVIEW.  Advisors agree to provide the following  services,  and
such other  advisory  services as may be  appropriate  and required to assist in
Company's efforts to meet the corporate goals:

         A. Conduct  summary due diligence  and analysis of Company's  operation
and structures to ascertain the  feasibility of the Program  ("Recommendation").
Such  analysis  shall  include a  critical  evaluation  of the  information  and
documents  delivered  to  Advisors  by Company  prior to  implementation  of the
Program, and

         B. Provide Company with a formal  recommendation  for implementation of
the program.

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3.  PROGRAM  IMPLEMENTATION.   Upon  receipt  of  formal  approval  and  written
authorization from Company to proceed with the Program, Advisors shall:

          A.   Advise  Company  with  respect to the form and  structure  of the
               Program;
          B.   Provide an analysis of strategic alternatives;
          C.   Assist in the development of new opportunities;
          D.   Assist Company wherever possible with the  implementation of each
               of the above- enumerated steps.

4.  RESPONSIBILITIES OF COMPANY. In connection with the above activities,  which
will be  undertaken  by  Advisors  on  Company's  behalf,  Company  shall  fully
cooperate  with the Advisors in the  fulfillment  of its duties  hereunder,  and
Company and Advisors agree to the following:

         A.  RELATIONSHIP.  Advisors are independent  contractors of Company and
will act as  advisors to Company in  accordance  with this  Agreement.  Advisors
acknowledge and agree that it is their  responsibility to provide all employment
taxes,  insurance  premiums and local,  state and federal  taxes related to this
Agreement.  Neither FICA (Social  Security),  FUTA (Federal  Unemployment),  nor
local, state or federal income taxes will be withheld from payments to Advisors.
This provision shall also apply to any employees or agents of Advisors.

         B. ACCESS TO INFORMATION.  Furnish all  non-privileged  information and
data concerning  Company,  any transactions or prior transactions which Advisors
may request.

         C. ACCESS TO COMPANY OFFICERS AND  PROFESSIONALS.  Company will provide
Advisors   complete  access  to  Company's   officers,   directors,   employees,
accountants, counsel and other key persons.

5.  TERM.  The term of this  Agreement  shall be for a period of twelve  months,
commencing on the date first set forth above.

6.  TRUTHFUL   REPRESENTATIONS.   Company   represents  and  warrants  that  all
information  (a)  made  available  to  the  Advisors,  or (b)  contained  in any
materials prepared by Company will, at all times during this engagement be true,
accurate and  complete in all material  respects and will not contain any untrue
statement of a material fact or omit to state therein any fact necessary to make
the statements therein not misleading in light of the circumstances  under which
they are made.  Company  further  represents  that any  projections  provided to
Advisors or contained in any materials  prepared by or on behalf of Company with
respect to the subject  matter thereof will have been prepared in good faith and
will be based on  assumptions  which in light of the  circumstances  under which
they are made are in Company's determination, reasonable.

7. RESPONSIBILITY FOR  REPRESENTATIONS.  Company acknowledges and agrees that in
rendering its services as agreed  hereunder,  Advisors will be using and relying
on the  information  (and  information  available  from public sources and other
sources  deemed to be reliable)  without  independent  verification  thereof and
without independent appraisal of any of Company's assets. Advisors do not assume
responsibility  for the accuracy or completeness of the information.  Any advice
rendered by Advisors  pursuant to this  Agreement may not be disclosed  publicly
without Company's prior written consent.

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8.  INDEMNIFICATION  OF ADVISORS.  If in connection with the services or matters
that are the subject of this Agreement  Advisors become involved in any capacity
in any action or legal proceeding,  due to the actions,  information,  position,
assertions,  and/or  affirmations  put forth by  Company or by  Advisors  at the
direction of Company,  or in reliance upon material or information  furnished by
Company,  Company agrees to indemnify and hold harmless Advisors as the case may
be for the  reasonable  legal fees of counsel,  court  costs and other  expenses
(including the costs of investigation  and preparation)  incurred.  Company also
agrees  to hold  harmless  Advisors  against  any  losses,  claims,  damages  or
liabilities,  joint services or matters which are the subject of this Agreement;
provided  however that Company  shall not be liable to Advisors  with respect to
any loss, claim,  damages or liability to the extent and only to the extent that
such loss,  claim,  damage or liability  resulted  from the gross  negligence or
willful  misconduct of Advisors.  The provisions of this paragraph shall survive
the expiration of the period of this Agreement  including any extensions thereof
set forth herein.

9.  IMPLEMENTATION  OF  PROGRAM.  In the event  that  Company  provides  Program
Authorization to Advisors, Company agrees, subject to its resources, to:

         A.  Allocate  the  services  of  its  Chief  Executive  Officer,  Chief
Financial  Officer and engage such other  outside  professionals  as required to
successfully  implement  and  complete  each task  associated  with the Program,
pursuant to Advisors'  recommendation,  unless modified in writing by the mutual
consent of the parties, and

         B. Issue such  compensation  as may be  suggested  by Advisors so as to
cause timely implementation of the Program pursuant to Advisors' recommendation,
unless modified in writing by the mutual consent of the parties.

10. COMPENSATION.  In consideration for the services which are to be provided by
Advisors under this Agreement, Company agrees to compensate Advisors as follows:

         A. BUSINESS  DEVELOPMENT,  REVIEW,  AND  ANALYSIS.  Company will retain
Advisors for a period of thirteen  months,  and Advisors  will be paid under the
terms of this agreement in the form of 350,000  shares of S-8 registered  common
stock to be issued to Advisors at discretion of the Company. These payments will
be subject to Company's right to terminate Advisors' services and this Agreement
as set forth in Paragraph 16 herein below.  Advisors agree that  dispositions of
the said common  stock,  if any, will be made in  consultation  with Company and
will not be  conducted in any way that may pose a threat to or  destabilize  the
orderly public market in Company's securities.

         B. STOCK IN LIEU OF CASH  COMPENSATION.  Advisors  will be paid in free
trading ( S-8 registration ) Common Stock of ACCUPOLL. All shares will be issued
according to all state and federal rules and regulations.  Company shall use all
reasonable  and  best  efforts  to  prepare  and  file a Form  S-8  Registration
Statement  covering the  registration  of the  above-referenced  shares within 3
business days of the date of the execution of this Agreement.  Company will bear
the full expense of the Form S-8 Registration filing.

11.  EXPENSES.  Upon demand,  but no more than monthly,  Company shall reimburse
Advisors  for  all of  their  reasonable  out of  pocket  expenses  incurred  in
connection  with the  performance of their services  pursuant to this Agreement.
Such expenses shall include,  but not be limited to travel,

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lodging,  research,  entertainment,   printing,  postage  and  similar  charges.
Advisors  agree that they  shall  obtain  authorization  from  Company  prior to
incurring any expense in excess of Two Hundred and Fifty Dollars ($250.00).

12.  CONFIDENTIALITY.  Except to the extent necessary to perform its obligations
hereunder or to comply with any  applicable  law,  regulation  or rule,  neither
Party shall  disclose or divulge to any third party other than the other Party's
directors,  officers,  auditor  or legal  advisors,  either  before or after the
termination of this Agreement, any document or information exchanged between the
Parties during the term of this Agreement  without prior written  consent of the
other Party, which consent shall not unreasonably withheld.

13.  USE OF ADVICE  AND  RECOMMENDATIONS.  Neither  the  Recommendations  or any
advice,  whether oral or in writing,  and no other material prepared for Company
in connection  with Advisors'  services  hereunder is to be used for any purpose
other than the purpose for which such report,  advice or material was  prepared,
or is to be used or referred to by Company in any public  documents or otherwise
publicly  referred to without  Advisors'  written consent.  Notwithstanding  the
foregoing,  in the event that Company  receives a request to disclose all or any
part of the information  contained in any such report,  advice or material under
the  terms of a valid  and  effective  subpoena  or order  issued  by a court of
competent  jurisdiction,  Company may disclose  such  information  provided that
Company notifies Advisors of the existence,  terms and circumstances surrounding
such request.

14.  NON-CIRCUMVENTION.  Company  hereby  irrevocably  agrees not to circumvent,
avoid or bypass  Advisors,  either  directly  or  indirectly.  Company  will not
directly use or approach  Advisors'  associates,  contacts or  introductions  in
order to avoid  payments  of fees to  Advisors,  or  otherwise  benefit,  either
financially or otherwise,  from information supplied to it or individuals and or
business  entities  introduced  to it by Advisors  with  regard to any  business
opportunity,  business combination or joint venture under discussion. The spirit
of  mutual  trust  and  confidence  shall be the  underlying  principle  of this
undertaking, and the Parties agree to adhere thereto.

15.  TERMINATION BY ADVISORS.  It is hereby agreed and understood  that Advisors
shall have the right to interview  Company and accomplish a due diligence review
with respect to Company's  representations and that at Advisors' sole discretion
if such  interviews and due diligence  demonstrate  substantive  and/or material
discrepancies  from that which was put forth by the Company then Advisors  shall
have the right to terminate  this Agreement and be held harmless from any claims
of Company  for such  termination  as well as from any  claims of third  parties
which may  result  from any such  discrepancy.  In the event that  Advisors  are
unable to perform their responsibilities under this Agreement due to the failure
of Company to perform its responsibilities hereunder, Advisors shall be released
from  their   responsibilities  under  this  Agreement  and  shall  receive  any
compensation due and owing pursuant to Paragraph 10 above.

16. TERMINATION BY COMPANY.  Notwithstanding  Paragraph 5, Company may terminate
this Agreement at any time, without cause, upon thirty (30) days' written notice
to Advisors.  In the event that Company terminates  Advisors without cause prior
to the  expiration  of the term set  forth in  Paragraph  5,  Advisors  shall be
entitled  to all  compensation  set  forth  in  Paragraph  10 up and  until  the
effective date of termination.  In the event of  cancellation,  Company can call
all  unsold  shares as of the date of  effective  cancellation,  and all  shares
accrued during the thirty day notice period, at par.

<PAGE>

         In the  event  that at time of such  termination  Company  shall  be in
discussions  with  respect to any persons or entities  introduced  by  Advisors,
Advisors will maintain the exclusive right to conclude any transactions  between
Company and such persons or entities. In case of termination, regardless of when
or by whom such  termination may have been brought about,  Advisors will receive
full  reimbursement  for the entire  amount of expenses  incurred by Advisors in
connection  with their  services  pursuant to  Paragraph  11 of this  Agreement.
Neither  termination nor completion shall affect the provisions of Paragraphs 6,
7, 8, 11,  12, 13 or 14,  which  shall  remain  operative  and in full force and
effect for a period of two years subsequent to termination.

17. SECURITIES LAWS. The Parties to this Agreement mutually agree to comply with
any and all applicable  securities laws with respect to their  performance under
this Agreement.

18. MISCELLANEOUS PROVISIONS.

         A. NOTICES. All notices,  requests, demands and other communications to
be given  hereunder  shall be in  writing  and shall be deemed to have been duly
given  on  the  date  of  personal  service  or  transmission  by  fax  if  such
transmission is received  during the normal business hours of the addressee,  or
on the first business day after sending the same by overnight courier service or
by telegram,  or on the third business day after mailing the same by first class
mail,  or on the day of  receipt  if  sent  by  certified  or  registered  mail,
addressed  as set  forth  below,  or at such  other  address  as any  party  may
hereafter  indicate by notice  delivered  as set forth  herein.  Notice shall be
given to Advisor as follows:  C/o Shane  Rodgers,  Suite 600, 1801 Avenue of the
Stars,  Los  Angeles CA 90067.  Notice  shall be given to  Company  as  follows:
Accupoll  Holding Corp.,  Attn:  Dennis Vadura,  30 EXECUTIVE  PARK,  SUITE 260,
IRVINE, CA. 92614.

         B. BINDING AGREEMENT;  ASSIGNMENT.  This Agreement shall constitute the
binding  agreement of the Parties  hereto,  enforceable  against each of them in
accordance with its terms.  This Agreement shall inure to the benefit of each of
the Parties hereto, and their respective successors and permitted assigns.

         C. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire and final
agreement  and  understanding  between the Parties  with  respect to the subject
matter hereof and the transactions contemplated hereby.

         D. WAIVER. No waiver of any provision of this Agreement shall be deemed
to be or shall  constitute  a waiver  of any  other  provision,  whether  or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the Party making the waiver.

         E. HEADINGS.  The headings provided herein are for convenience only and
shall have no force or effect upon the  construction  or  interpretation  of any
provision hereof.

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

<PAGE>

         G. FURTHER  DOCUMENTS AND ACTS. Each party agrees to execute such other
and  further  documents  and to perform  such other and  further  acts as may be
reasonably necessary to carry out the purposes and provisions of this Agreement.

         H.  GOVERNING  LAW & VENUE.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of California, without giving
effect to the  principles  of  conflicts of laws  applied  thereby.  The parties
hereby agree that any disputes  arising  hereunder  shall be brought  before any
court of competent  jurisdiction sitting in the County of Los Angeles,  State of
California,  and hereby consent to  jurisdiction  and venue in the County of Los
Angeles, State of California.

         I. ADVICE,  DRAFTING.  Each party further agrees and acknowledges  that
this  Agreement  represents  the  respective  understandings  of such parties as
negotiated  between  them,  and no ambiguity  or other aspect of this  Agreement
shall be  construed  against  any party  solely by  virtue  of the  drafting  or
presentment of this Agreement. Each party has been advised to speak with a legal
and an accounting  professional to understand the legal and tax implications and
impact of the  transactions  contemplated  hereby,  and neither party has relied
upon the other, the Company or their respective counsel in connection therewith.

         J. SEVERABILITY. The provisions of this Agreement are severable, and if
any one or more  provisions is  determined  to be illegal,  invalid or otherwise
unenforceable, in whole or in part, by any court of competent jurisdiction, then
the  remaining  provisions of this  Agreement  and any  partially  unenforceable
provisions  to the  extent  enforceable  in the  pertinent  jurisdiction,  shall
continue  in full force and effect and shall be binding and  enforceable  on the
Parties.

         K. SURVIVAL.  The  representations,  warranties,  general covenants and
indemnities  contained in this Agreement  shall survive the  termination of this
Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

COMPANY:

ACCUPOLL HOLDING CORP.

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By:

ADVISORS:

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Signed By : SHANE RODGERS