BUSINESS ADVISORY AGREEMENT

               Signal Capital Partners and Accupoll Holding Corp.
               --------------------------------------------------

         This Business Advisory  Agreement  ("Agreement")  dated this 1st day of
April, 2003, is entered into by and between Signal Capital Partners ("Advisor"),
and Accupoll Holding Corp. a public company  incorporated in the state of Nevada
("Company"  or  "ACCUPOLL").  Advisor  and  Company may each be referred to as a
"Party" and together Advisor and Company may be referred to as the "Parties".

         WHEREAS, Company desires to obtain strategic planning services,  merger
and acquisition consulting, create an investor awareness campaign, be introduced
to sources of additional financing, and create a business development program to
accomplish a more rapid development of the company;

         WHEREAS,  Company  wishes to engage  Advisor  to  complete  a  thorough
evaluation of Company's  business  opportunities,  financing  opportunities  and
business development programs for various companies of interest to ACCUPOLL, and
provide recommendations about various courses of action;

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

1. RESPONSIBILITIES OF ADVISOR. Advisor agrees to become a management consultant
to Company  with  respect to the  evaluation  of  current  business  development
programs,  growth strategies,  financing opportunities,  and stock awareness and
investor  relations  programs,  and make  recommendations as to possible ways to
focus the assets and  management  resources of the Company to achieve  long-term
growth.  Advisor will complete an analysis of current  operation and  management
structures.  Advisor 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,   Advisor  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  combination or joint
venture  transactions.  Advisor  shall  provide  Company  with his  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.  Advisor agrees 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  all  corporate
structuring and develop the complete  strategy for operations and completing the
Program ("Recommendation"). Such analysis shall include a critical evaluation of
the  information  and  documents  delivered  to  Advisor  by  Company  prior  to
implementation  of any revision of a focused business  development and financing
program, and


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Signal Capital Partners.
Advisory Agreement

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

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

     A.   Advise Company with respect to a plan to find business partners;

     B.   Provide an analysis of possible strategic alliances;

     C.   Provide a program for fulfilling the financing needs of the company;

     D.   Create systems for evaluating possible alliance candidates; and

     E.   Assist Company wherever  possible with the  implementation  of each of
          the above-enumerated steps.

     F.   Create and  coordinate an intensive  Investor and Financial  Relations
          program for the  company,  designed to  strengthen  and  optimize  the
          company's  share  price and market  capitalization,  and daily  common
          stock trading volumes.

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

         A.  RELATIONSHIP.  Advisor is an independent  contractor of Company and
will act as an advisor to Company in  accordance  with this  Agreement.  Advisor
acknowledges and agrees that it is his  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 Advisor.
This provision shall also apply to all employees and agents of Advisor.

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

         C. ACCESS TO COMPANY OFFICERS AND  PROFESSIONALS.  Company will provide
Advisor   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 (12) months,
commencing on the date first set forth above.

6.  TRUTHFUL   REPRESENTATIONS.   Company   represents  and  warrants  that  all
information (a) made available to the Advisor, 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 Advisor 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.


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Advisory Agreement

7. RESPONSIBILITY FOR  REPRESENTATIONS.  Company acknowledges and agrees that in
rendering its services as agreed hereunder, Advisor 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.  Advisor  does not  assume
responsibility  for the accuracy or completeness of the information.  Any advice
rendered by Advisor  pursuant to this  Agreement  may not be disclosed  publicly
without Company's prior written consent.

8.  INDEMNIFICATION  OF ADVISOR.  If in connection  with the services or matters
that are the subject of this Agreement  Advisor becomes 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  Advisor  at the
direction of Company,  or in reliance upon material or information  furnished by
Company,  Company agrees to indemnify and hold harmless  Advisor 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  Advisor  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 Advisor 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 Advisor.  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 Advisor,  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   Advisor's
                  recommendation,  unless  modified  in  writing  by the  mutual
                  consent of the parties, and

         B.       Issue such  compensation  as may be suggested by Advisor so as
                  to cause  timely  implementation  of the  Program  pursuant to
                  Advisor's  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
Advisor under this Agreement, Company agrees to compensate Advisor as follows:

         A        In addition, upon the execution hereof, Company will issue, to
                  Advisor,  warrants  to purchase  1,000,000  shares of ACCUPOLL
                  common  stock for  Advisor's  business  development  services,
                  financing services,  merger and acquisition  evaluations,  and
                  strategic planning services. Company will issue these warrants
                  all in advance and upon the  execution  hereof,  The  warrants
                  shall include  provision for cashless  exercise,  and shall be
                  outstanding  for a term of  three(3)  years  from  the date of
                  issuance,  and shall be exercisable at a price of seventy five
                  (75) cents per share.


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         B.       Advisor  will  introduce   Company  to  a  suitable   business
                  development team as part of its services, however Advisor will
                  receive  no  compensation  for their  services  which  will be
                  independent of the services provided under this agreement

         D.       ACCUPOLL  or its  affiliates  will pay a finders fee of 10% of
                  all money  received by ACCUPOLL  or any of its  affiliates  or
                  successors  to business for equity  capital  received from any
                  entity or person  introduced  DIRECTLY  by the  Advisor to the
                  Company, its officers or directors, employees, shareholders or
                  affiliates.

         E.       Compensation for Merger or Acquisition

         (i)      Cash  Compensation:  If a purchase,  merger, or combination is
                  consummated  between  the  Client  and a party  introduced  to
                  Client  by  Agent,  Agent  shall  be  paid a  commission  (the
                  "Commission")  by the Client of ten percent (10%) of the total
                  of  all  money   invested  in  the  common   stock  or  equity
                  equivalents  (including but not limited to convertible  notes,
                  preferred  stock or  convertible  preferred) of the company or
                  any of its  subsidiaries  as part of or as a direct  result of
                  the  transaction.  A fee of ten percent  (10%) will be due the
                  Agent on any  cash or cash  equivalents  held by the  publicly
                  traded company and made available to the Client as a result of
                  the  transaction.  A fee of 7%  will  be  paid  on  any  money
                  provided  to the  company or its  subsidiaries  in the form of
                  non-equity notes.

         (ii)     Equity Compensation: Warrants:

                  Client shall grant the Agent Warrants to purchase common stock
                  of the parent publicly traded company.  The number of Warrants
                  shall  equal the total  amount of  investment  funds,  cash or
                  equivalents  made  available  to  Client  as  a  result  of  a
                  transaction  divided by the 15 day average price of any shares
                  issued to complete  the business  combination  and that number
                  divided by 10. The Warrants will be cashless  exercisable  for
                  common stock with an exercise price set at the time of closing
                  based on the 30 day average closing price preceeding the close
                  of the transaction.

         (iii)    In kind  Compensation:  If there is compensation paid in other
                  than cash,  referred  to herein as "In Kind" in a  transaction
                  that Agent has introduced to Client,  then Agent shall receive
                  an  "In-Kind"  fee  equal to Seven  percent  (7%) of the total
                  compensation in the same ratio as the  consideration  received
                  by our  issued  in any  business  combination  occurring  as a
                  result of the Agents direct or indirect  introduction.  Client
                  in the  transaction.  "In  kind"  means  that  if  the  Client
                  receives cash, Agent receives its cash fee as described above;
                  if Client  receives stock of the purchaser or if stock,  Agent
                  receives stock of the purchaser, and so on.

         (iiii)   Total Consideration. For the purpose of calculating fees Total
                  Consideration will include cash, securities,  or notes payable
                  to Client or  compensation  packages  made to  officers of the
                  company or its 5% or more shareholders  received by Client and
                  its  affiliates.  Total  consideration  will not include  debt
                  assumed by purchaser or any other  liabilities  or obligations
                  assumed by purchaser.

         (iv)     Payment of Agent's Compensation.


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                  On any Equity  Compensation  earned by the efforts of Agent or
                  any  fee  due  to  Agent  shall  be  payable  on the  date  of
                  acquisition or closing from an escrow trust account designated
                  by Agent and  acceptable  to Client.  No  Commission  shall be
                  payable if a sale,  merger, or combination is not consummated,
                  regardless  or whether or not the failure to consummate is due
                  to the fault of Client  or its  shareholders  or for any other
                  reason.

                  For Commission  payable in cash,  Agent shall be paid via wire
                  transfer  in  immediately  available  funds to the  account(s)
                  designated  by the AGENT as  submitted  to and directed by the
                  designated administrator of the escrow account. For Commission
                  payable in stock or warrants,  the Client shall send the stock
                  shares and/or warrants to Agent concurrent with the closing of
                  the Transaction to the addresses  listed above. For any shares
                  that can be delivered  electronically,  the Agent will provide
                  specific  brokerage  account  information  to  the  designated
                  administrator  of the trust account to facilitate the delivery
                  of the shares via DTC transfer. No Commission shall be payable
                  unless Agent obtains  written  acknowledgement  by Client that
                  the  Introduced  Party was "first  introduced"  by Agent.  For
                  purposes hereof,  "Introduced  Party" shall mean an introduced
                  public  company  listed on  Schedule  A  attached  hereto  and
                  approved in writing by Client.

11.  EXPENSES.  Upon demand,  but no more than monthly,  Company shall reimburse
Advisor for all of his reasonable out of pocket expenses  incurred in connection
with the performance of his services  pursuant to this Agreement.  Such expenses
shall include, but not be limited to travel, lodging,  research,  entertainment,
printing,  postage  and similar  charges.  Advisor  agrees that it shall  obtain
authorization  from  Company  prior to  incurring  any  expense in excess of Two
Hundred and Fifty Dollars ($250.00). From time to time, Advisor may request, and
Company will not  unreasonably  refuse,  an advance on certain  quantifiable and
approved expenses over a certain amount.

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 Advisor's  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  Advisor's  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 Advisor of the existence,  terms and circumstances  surrounding
such request.


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14.  NON-CIRCUMVENTION.  Company  hereby  irrevocably  agrees not to circumvent,
avoid or  bypass  Advisor,  either  directly  or  indirectly.  Company  will not
directly use or approach  Advisor's  associates,  contacts or  introductions  in
order to  avoid  payments  of fees to  Advisor,  or  otherwise  benefit,  either
financially or otherwise,  from information supplied to it or individuals and or
business  entities  introduced  to it by  Advisor  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 ADVISOR.  It is hereby agreed and  understood  that Advisor
shall have the right to interview  Company and accomplish a due diligence review
with respect to Company's  representations and that at Advisor's sole discretion
if such  interviews and due diligence  demonstrate  substantive  and/or material
discrepancies  from that which was put forth by the Company then  Advisor  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 Advisor is unable
to perform  its  responsibilities  under this  Agreement  due to the  failure of
Company to perform its  responsibilities  hereunder,  Advisor  shall be released
from  its   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 after 60 days,  without cause,  upon sixty (60) days'
written notice to Advisor.  In the event that Company terminates Advisor without
cause prior to the  expiration  of the term set forth in  Paragraph  5,  Advisor
shall be entitled to all compensation owing as set forth in Paragraph 10. In the
event that at time of such  termination  Company  shall be in  discussions  with
respect to any persons or entities introduced by Advisor,  Advisor 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, Advisor will receive full reimbursement
for the entire  amount of expenses  incurred by Advisor in  connection  with his
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. SERVICES  NON-EXCLUSIVE.  Company understands and agrees that while we shall
divert the necessary time and effort to provide the services defined herein,  we
are engaged in other business  activities of a similar nature on behalf of other
clients and therefore our time and services are not exclusive to the Company.

19. MISCELLANEOUS PROVISIONS.


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Advisory Agreement

         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:  1801 Avenue of the Stars,  Suite 600, Los Angeles,
California  90067.  Notice  shall be given to  ACCUPOLL  as follows : C/0 Dennis
Vadura, Chairman, Accupoll Holding Corp, 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.

         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 city of Los  Angeles,  State of
California,  and  hereby  consent  to  jurisdiction  and  venue in the  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


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Advisory Agreement

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:

ADVISOR:
SIGNAL CAPITAL PARTNERS

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