RIDER TO COLLATERAL LOAN AGREEMENT
                               AND PROMISSORY NOTE

In the event of any conflict between the provisions of this Rider and the
provisions of a Collateral Loan Agreement and Promissory Note [the "Agreement]
between Mercatus & Partners, Ltd. ["Lender"] and AccuPoll Holding Corp.
["Borrower"], the provisions of this Rider shall control. In all other respects,
the provisions of the Collateral Loan Agreement and Promissory Note shall remain
in full force and effect.

PARAGRAPH 1.D. OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS:

     d. TERM. The term of the Loan shall be two [2] years from the date last
entered below [the "Term"] unless Borrower avails itself of the non-default
option of paragraph 1.i. below.

PARAGRAPH 1.F. OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS:

     f. PAYMENTS. Borrower promises to pay to Lender in accordance with Exhibit
I, or at such place as Lender may from time to time designate in writing, the
principal amount of the Loan in one single payment. Said payment shall be made
on the final day of the Term by wire transfer, in lawful money of the United
States and shall be free from set off, deduction, or counterclaim of any kind.

PARAGRAPH 1.H. OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS:

     h. SECURITY. The Loan Tranche shall be secured by the Borrower's delivery
to Lender of the convertible preferred stock in the amount and manner set forth
in Exhibit III, attached hereto [the "Collateral Stock"]. The Collateral Stock
shall be held as collateral as long as there is any principal outstanding under
the terms of this Agreement. Upon satisfaction of the principal repayment under
the terms of the Agreement, the Lender shall cause the stock to be promptly
returned to the Borrower. The Stock shall constitute the entire collateral used
to secure the Loan, and the Lender shall be limited to liquidation of the Stock
upon an Event of Default [as per 1.i. below]. The Lender shall have no recourse
to other assets of the Borrower [i.e., this Loan is "non-recourse" as to any
other assets of the Borrower]. The Lender hereby warrants that upon satisfaction
of the terms of this Agreement, the Stock will be returned to the Borrower
without liens or encumbrances as soon as is practicable.

PARAGRAPH 1.H. OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED BY THE FOLLOWING ADDITIONAL FINAL PARAGRAPH:

<PAGE>

     If the Borrower does not terminate Lender's custody of the Collateral Stock
during the entire Term, then the Lender shall forgo [or forgive] the principal
repayment at the end of the Term, and return the Collateral Stock to Borrower as
soon as practicable thereafter. However, the Borrower, at its sole option, and
not later than ten [10] business days prior to the end of the Term, shall have
the right to request that the Lender maintain custody of the Collateral Stock
and use its best efforts to obtain an additional Loan. The terms and conditions
of that loan will be specified in a Rider to this Agreement.

PARAGRAPH 3 OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS

3.   CLOSING

The closing shall take place on the later of: (i) Borrower's delivery of a
properly executed Agreement; or (ii) the delivery of the Collateral Stock to
Lender or its designee.

PARAGRAPH 5 OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS:

5.   USE OF THE STOCK

The Lender shall use its best efforts to provide the Loan for the Borrower. In
obtaining the Loan, the Lender will use the Collateral Stock as collateral but
will not remove the Collateral Stock from the European Custodial Account
specified in Exhibit I-II, nor will the Lender allow a change in control of the
Collateral Stock, other than in accordance with this Agreement.

PARAGRAPH 12 OF THE COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE IS DEEMED
AMENDED AS FOLLOWS:

12.  BINDING EFFECT

This Agreement binds, and shall inure to the benefit of, the parties and their
respective successor and assigns. If any provision of this Agreement shall be
adjudicated invalid, illegal, or unenforceable by a court of competent
jurisdiction to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be effected
thereby and shall be enforced to the fullest extent permitted by law.

<PAGE>

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Rider as of the day and year last below written.

         ACCEPTED ON BEHALF OF THE LENDER:

By:

                  Cary Masi

Title:            Chief Executive Officer

Date:

         ACCEPTED ON BEHALF OF BORROWER:

By:      ________________________
         Dennis Vadura

Title:   CEO

Date:    May 21, 2003