EXHIBIT 4.1

AccuPoll letterhead


GCH Capital

Attention: Mr. Reid Breitman

June 20, 2003


Reid,

     This letter is written to memorialize our understanding  that in return for
GCH Capital  providing  assistance,  which has  resulted  in a $600,000  loan to
AccuPoll Holding Corp. ("Company"), the Company agrees to the following:

     The Company  intends to file a form SB-2 with the  Securities  and Exchange
Commission,  which  will  register  certain  shares  held  by  various  European
investors,  and shares owned by parties  introduced to AccuPoll Holding Corp. by
GCH Capital.

     The Company  commits to cause the European  investors to be included in the
form SB-2 to execute  lock-up  agreements,  which prohibit the transfer of their
registered shares for a period of six months from the effective date of the form
SB-2 registration statement.

Respectfully,

/s/ D. Vadura

Dennis Vadura
CEO
AccuPoll Holding Corp.


30  Executive  Park,  Suite  260  Irvine,   CA  92614  Phone   949.200.4000  Fax
949.200.4005 www.accupoll.com

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                                   DEBENTURE

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD  EXCEPT AS  PERMITTED  UNDER  SUCH LAWS  PURSUANT  TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ISSUANCE DATE                                           June 20 2003
CONVERTIBLE DEBENTURE DUE                               December 31, 2003
AMOUNT                                                  Up to $600,000,00


     FOR VALUE RECEIVED,  AccuPoll Holding Corp., a Nevada  corporation  ("AHI")
and  AccuPoll,  Inc., a Delaware  corporation  ("API,  "and,  together with AHI,
the"Company"),  hereby  promises to pay  Palisades  Holdings,  LLC or registered
assigns (the "Holder") on  December31,  2003 (the  "Maturity  Date"),  principal
amount equal to the amount set forth on the Schedule of Advances attached hereto
and signed by the Company,  and to pay interest on the principal  amount hereof,
in such amounts, at such times and on such terms and conditions as are specified
herein, Dennis Vadura,  Chairman and Chief Executive Officer of the Company, and
a significant  shareholder of AHI,  hereby  unconditionally  guarantees the full
payment and performance of the Company's obligations hereunder.

Article 1. Interest

     The  company  shall pay  interest  on the unpaid  principal  amount of this
Debenture (the "Debenture") in monthly payments of accrued interest,  payable on
the first day of each month, at the rate of Ten Percent (10%) per annum, payable
in arrears,  in cash,  until the principal  amount hereof is paid in full or has
been converted. Interest shall accrue from the date of each advance, on the full
amount of such advance.

Article 2. Method of Payment

     The  Company  may draw a check for the  payment of interest to the order of
the Holder of this Debenture and mail it to the Holder's address as shown on the
Register (as defined in Section 7.2 below).

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Article 3. Conversion

     Section 3.1 Conversion Privilege

     (a) The Holder of this Debenture  shall have the right,  at its option,  to
convert this Debenture  into shares of common stock of AHI (the "Common  Stock")
at any time following October 30, 2003, and then only after not less than ninety
(90) days prior  notice to the  Company.  The  number of shares of Common  Stock
issuable upon the conversion of this Debenture is determined pursuant to Section
3.2 and  rounding  the  result to the  nearest  whole  share.  At any time after
delivery by Holder to the Company of a notice of intent to convert,  the Company
shall not have the right to pre-pay the balance  due on the  Debenture,  and the
Holder  shall have the right to convert  the  Debenture  according  to the terms
herein on the 90th day following the mailing or  transmission  of such notice of
intent  (the  "Notice of Intent  Date").  In the event such  notice of intent is
mailed or transmitted within 90 days of the Maturity Date, the Holder shall have
the right to extend the Maturity Date so as to allow conversion of the Debenture
90 day after the Notice of Intent Date.

     (b)  Less  than  all of the  principal  amount  of  this  Debenture  may be
converted  into  Common  Stock if the  portion  converted  is  $1,000 or a whole
multiple  of $1,000  and the  provisions  of this  Article  3 that  apply to the
conversion of all the Debenture  shall also apply to the conversion of a portion
of it. This Debenture may not be converted,  whether in whole or in part, except
in accordance with Article 3.

     Section 3.2. Conversion Procedure

     (a) Debentures.  Subject to Section 3.2(I),  after having received not less
than ninety (90) days prior notice of Holder's  intent to purchase (which notice
shall not in any event  obligate  the  Holder to  convert  any  portion  of this
Debenture),  upon the  Company's  receipt of a facsimile or original of Holder's
duly  completed  and signed  Notice of  Conversion ( a copy of which is attached
hereto as Exhibit A), the Company shall instruct its transfer agent to issue one
or more  Certificates  representing  that number of shares of Common  Stock into
which the Debentures are convertible in accordance with the provisions regarding
conversion.  The Company's transfer agent or attorney shall act as Registrar and
shall maintain an appropriate  ledger containing the necessary  information with
respect to each Debenture.

     (b) Conversion  Date. Such conversion  shall be effectuated by surrendering
to the Company, or its attorney, the Debentures (or a copy thereof if the Holder
certifies that the original has been lost or destroyed) to be converted together
with a facsimile  or original of the signed  Notice of  Conversion.  The date on
which the Notice of Conversion is effective  ("Conversion Date") shall be deemed
to be the date on which the Holder has  delivered  to the Company a facsimile or
original of the signed Notice of Conversion,  as long as the original Debentures
to be converted are received by the Company or its designated  attorney within 3
business  days  thereafter,  and so long as the time  limitations  set  forth in
Section  3.1(a) have been  satisfied.  As long as the Debentures to be converted
are received by the Company within 3 business days after it receives a facsimile
or original of the signed Notice of Conversion, the Company shall deliver to the
Holder,  or per the Holder's  instructions,  the shares of Common Stock within 5
business days of receipt of the Debentures to be converted.

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     (c) Common stock to be Issued. Subject to the time limitations set forth in
Section 3.2(a) above,  upon the conversion of any Debentures and upon receipt by
the Company or its attorney of a facsimile or original of Holder's signed Notice
of Conversion,  Company shall instruct  Company's  transfer agent to issue Stock
Certificates in the name of Holder (or its nominee) and in such denominations to
be specified  at  conversion  representing  the number of shares of Common Stock
issuable  upon  such  conversion,  as  applicable.   Company  warrants  that  no
instructions, other than these instructions, have been given or will be given to
the  transfer  agent  and  that the  Common  Stock  shall  otherwise  be  freely
transferable on the books and records of Company.

     (d) Conversion  Rate.  Subject to the time limitations set forth in Section
3.1(a),  Holder is entitled to convert this  Debenture,  plus accrued  interest,
into Common Stock of the Company at the lesser of (i) 50% of the averaged  three
lowest closing prices for the Company's Common Stock for the twenty (20) trading
days  immediately  preceding  the  Conversion  Date or (ii) $0.0625  (each being
referred  to  as  the  "Conversion   Price").  No  fractional  shares  or  scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole share.

     (e) Nothing  contained  in this  Debenture  shall be deemed to establish or
require the payment of interest to the Holder at a rate in excess of the maximum
rate permitted by governing law. In the event that the rate of interest required
to be paid  exceeds the maximum rate  permitted  by  governing  law, the rate of
interest  required to be paid thereunder shall be  automatically  reduced to the
maximum rate permitted under the governing law and such excess shall be returned
with reasonable promptness by the Holder to the Company.

     (f) It shall be the Company's  responsibility to take all necessary actions
and to bear all costs to issue  certificates  for the Common  Stock as  provided
herein,  including the responsibility and cost for delivery of an opinion letter
to the transfer agent, if so required.  The person in whose name the certificate
of Common Stock is to be registered  shall be treated as a shareholder of record
on and after the conversion  date.  Upon surrender of any Debentures that are to
be  converted  in part,  the Company  shall  issue to the Holder new  Debentures
representing the unconverted amount, if so requested by Holder.

     (g) In the  event  the  Common  Stock is not  delivered  (with  legends  if
required by  applicable  law and without  legends if not required by  applicable
law) per the written instructions of the Holder,  within eight (8) business days
after, but not including,  the Conversion Date and delivery of the Debentures to
be converted then in such event the Company shall pay to Holder one-half percent
(0.5%),  in cash, of the dollar value of the Debentures being converted per each
business day following the eighth (8th) business day after the  Conversion  Date
and  delivery  of the  Debentures  to be  converted  to the Common  Stock is not
delivered up to and including the eighteenth  (18th)  business day following the
Conversion  Date and delivery of the  Debentures to be converted that the common
Stock is not  delivered.  In the event the Common Stock is not delivered per the
written  instructions  of the Holder,  within eighteen (18) business days after,
but not  including,  the  Conversion  Date and delivery of the  Debentures to be
converted  (unless  such delay is caused by operation of law) then in such event
the Company  shall pay to Holder one percent  (1%), in cash, of the dollar value
of the Debentures being converted per each business day following the eighteenth
(18th)  business day after the Conversion Date and delivery of the Debentures to
be converted that the

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     Common  Stock is not  delivered.  Holder  shall  then be  entitled  to send
written notice to the Company of the default and the Holder,  at its sole option
may demand full repayment of the Debentures not yet converted, including accrued
interest and liquidated damages through the date that written notice is given to
the  Company  (the  "Acceleration  Amount").  If the  Company  does not wire the
Acceleration Amount to the Holder within five (5) business days of receiving the
default  notice from Holder the  Acceleration  Amount shall  accrue  interest at
twenty-four  percent (24%) per annum. The Company  acknowledges that the failure
to honor a Notice of Conversion shall cause definable  financial hardship to the
Holder as well as substantial  monetary  damages,  which cannot be determined at
this time, and that this damages  provision  represents the parties'  reasonable
estimate of liquidated damages.

     If, by the eighth (8th) business day after the Conversion  Date an delivery
of the Debentures to be converted (the  "Delivery  Date"),  due to the Company's
direct or indirect  actions or its failure to act, the transfer  agent fails for
any reason to deliver the Common Stock (with  legends if required by  applicable
law and without  legends if not required by applicable  law) upon  conversion by
the Holder and after such Delivery Date, the Holder purchases, in an open market
transaction or otherwise,  shares of Common Stock (the "Covering Shares") solely
in order to make  delivery  in  satisfaction  of a sale of  Common  Stock by the
Holder (the "Sold Shares"), which delivery such holder anticipated to make using
the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to
the  Holder,  in addition  to any other  amounts due to Holder  pursuant to this
Debenture,  and not in lieu thereof,  the Buy-In  Adjustment  Amount (as defined
below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any
of (x) the Holder's total purchase price (including  brokerage  commissions,  if
any)  for  the  Covering  Shares  over  (y) the net  proceeds  (after  brokerage
commissions,  if any)  received by the Holder from the sale of the Sold  Shares.
The Company shall pay the Buy-In  Adjustment Amount to the Holder in immediately
available funds within five (5) business days of written demand by the Holder.

     The  Company  acknowledges  that its  failure to deliver  the Common  Stock
within eight (8) business days after the  Conversion  Date will cause the Holder
to suffer damages in an amount that will be difficult to ascertain. Accordingly,
the  parties  agree  that it is  appropriate  to  include  in this  Agreement  a
provision for liquidated  damages.  The parties  acknowledge  and agree that the
liquidated  damages provision set forth in this section  represents the parties'
good faith effort to quantify such damages and, as such, agree that the form and
amount of such  liquidated  damages are  reasonable  and will not  constitute  a
penalty.  The payment of  liquidated  damages shall not relieve the Company from
its  obligations  to deliver  the  Common  Stock  pursuant  to the terms of this
Agreement.

     To the extent  that the  failure of the  Company to issue the Common  Stock
pursuant to this  Section 3.2 is due to the  unavailability  of  authorized  but
unissued shares of Common Stock, the provisions of this Section 3.2(g) shall not
apply but instead the provisions of Section 3.2(h) shall apply.

     (h) The Company  shall at all times  reserve and have  available all Common
Stock  necessary  to meet  conversion  of the  Debentures  by all Holders of the
entire amount of Debentures then  outstanding.  If, at any time Holder submits a
Notice of Conversion  and the Company does not have  sufficient  authorized  but
unissued  shares of Common Stock  available to effect,  in full, a conversion of
the Debentures (a "Conversion Default",  the date of such default being referred
to herein as the  "Conversion  Default  Date"),  the Company  shall issue to the
Holder all of the shares of Common Stock

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     which are  available,  and the Notice of  Conversion  as to any  Debentures
requested to be converted but not converted (the "Unconverted Debentures"), upon
Holder's  sole option,  may be deemed null and void.  the Company  shall provide
notice of such  Conversion  Default  ("Notice  of  Conversion  Default")  to all
existing  Holders of  outstanding  Debentures,  by  facsimile,  within  five (5)
business days of such default  (with the original  delivered by overnight or two
day  courier),  and the Holder  shall give  notice to the  Company by  facsimile
within  five  business  days of receipt  of the  original  Notice of  Conversion
Default  (with the  original  delivered  by overnight or two day courier) of its
election to either nullify or confirm the Notice of Conversion.

     The Company agrees to pay to all Holders of outstanding Debentures payments
for a  Conversion  Default  ("Conversion  Default  Payments")  in the  amount of
(N/365)x(.24)x  the balance of the outstanding and/or tendered but not converted
Debentures  held by each Holder where N=the  number of days from the  conversion
Default Date to the date (the "Authorization  Date") that the Company authorizes
a  sufficient  number  of shares of  Common  Stock to effect  conversion  of all
remaining Debentures.  The Company shall send notice ("Authorization Notice") to
each Holder of outstanding  Debentures  that  additional  shares of common Stock
have been authorized,  the Authorization Date and the amount of Holder's accrued
Conversion  Default Payments.  The accrued  Conversion Default Payments shall be
paid in cash or shall be convertible  into Common Stock at the Conversion  Rate,
at the  Holder's  option,  payable as follows:  (i) in the event  Holder  elects
within ten (10) days of the authorization Notice in writing to take such payment
in cash,  cash  payments  shall be made to such  Holder  by the fifth day of the
following  calendar  month,  or (ii) if the Holder  does not so elect to receive
such  Conversion  Default  Payment in cash, such payment shall be made in common
Stock at the then current  Conversion Price within 30 days following the date of
the Authorization Notice.

     The Company  acknowledges  that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a Conversion
of the Debentures will cause the Holder to suffer damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include in this  Agreement a provision for  liquidated  damages.  The parties
acknowledge  and agree that the liquidated  damages  provision set forth in this
section represents the parties' good faith effort to quantify such damages and ,
as such,  agree  that  the  form  and  amount  of such  liquidated  damages  are
reasonable and will not constitute a penalty.  The payment of liquidated damages
shall not relieve the Company from its  obligations  to deliver the Common Stock
pursuant to the terms of this Agreement.

     (J) Payment of Taxes. The Company shall pay all documentary stamp taxes, if
any,  attributable  to the  initial  issuance  of the  Common  Stock;  provided,
however,  that the  Company  shall not be required to pay any tax or taxes which
may be payable,  (i) with respect to any secondary transfer of the Debentures of
the  Common  Stock  issuable  upon  exercise  hereof  or (ii) as a result of the
issuance  of the Common  Stock to any  person  other  than the  Holder,  and the
Company  shall both be  required  to issue or deliver  any  certificate  for any
Common Stock unless and until the person  requesting the issuance  thereof shall
have  produced  evidence that such tax has been paid to the  appropriate  taxing
authority.

     Section 3.3. Company to Reserve Stock. The Company shall reserve the number
of shares of Common Stock  required  pursuant to and upon the terms set forth in
the Subscription Agreement,

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to permit the conversion of this Debenture. All shares of Common Stock which may
be issued upon the  conversion  hereof  shall upon  issuance be validly  issued,
fully paid and  nonassessable  and free from all taxes,  liens and charges  with
respect to the issuance thereof.

     Section  3.4.  Restrictions  on  Transfer.  This  Debenture  has  not  been
registered  under the  Securities  Act of 1933,  as amended,  (the "Act") and is
being  issued  under  Section  4(2) of the  Act and  Rule  506 of  Regulation  D
promulgated under the Act. This Debenture and the Common Stock issuable upon the
conversion thereof may only be offered or sold pursuant to registration under or
an exemption from the Act.

     Section  3.5.  Mergers,  Etc. If the Company  merges or  consolidates  with
another corporation or sells or transfers all or substantially all of its assets
to another  person and the holders of the Common  Stock are  entitled to receive
stock,  securities  or property in respect of or in exchange  for Common  Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and any such  successor,  purchaser or transferee  shall amend this Debenture to
provide  that it may  thereafter  be  converted  on the terms and subject to the
conditions  set forth  above  into the kind and amount of stock,  securities  or
property  receivable  upon such  merger,  consolidation,  sale or  transfer by a
holder of the number of shares of Common Stock into which this  Debenture  might
have been  converted  immediately  before such  merger,  consolidation,  sale or
transfer,  subject to adjustments  which shall be as nearly equivalent as may be
practicable to adjustments provided for in this Article 3.

Article 4. Mergers

     The  Company  shall not  consolidate  or merge  into,  or  transfer  all or
substantially  all of its assets to, any person,  unless such person  assumes in
writing the  obligations  of the Company under this  Debenture  and  immediately
after such  transaction no Event of Default exists.  Any reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations of the Company shall terminate upon such written assumption.

Article 5. Reports

     The Company  will mail to the Holder  hereof at its address as shown on the
Register a copy of any annual, quarterly or other report or proxy statement that
it gives to its  shareholders  generally at the time such report or statement is
sent to shareholders,  unless such report is timely filed with the United States
Securities and Exchange Commission.

Article 6. Defaults and Remedies

     Section  6.1.  Events of Default.  An "Event of Default"  occurs if (a) the
Company does not make the payment of the  principal of this  Debenture  when the
same becomes due and payable at maturity, upon redemption or otherwise,  (b) the
Company does not make a payment, other than a payment of principal, for a period
of five  (5)  business  days  after  its  due  date,  (c)  any of the  Company's
representations  or  warranties  contained in this  Debenture or in the related
Security  Agreement  dated the date  hereof  were false when made or the company
fails to  comply  with any of its other  agreements  in this  Debenture  or such
Security  Agreement  and such  failure  continues  for the  period and after the
notice specified below, (d) the Company shall have its Common Stock

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suspended  or delisted  from any  exchange or the  over-the-counter  market from
trading  for in excess of five (5)  consecutive  trading  days,  (e) the Company
pursuant  to or  within  the  meaning  of any  Bankruptcy  Law  (as  hereinafter
defined): (i) commences a voluntary petition under Bancruptcy Law; (ii) consents
to the entry of an order for  relief  against  it in an  involuntary  bankruptcy
petition;  (iii)  consents to the  appointment  of a Custodian  (as  hereinafter
defined) of it or for all or  substantially  all of its property or (iv) makes a
general  assignment for the benefit of its creditors or (v) a court of competent
jurisdiction  enters an order or decree under any Bankruptcy Law that:(A) is for
relief against the Company in an involuntary bankruptcy petition; (B) appoints a
Custodian of the Company or for all or substantially  all of its property or (C)
orders the liquidation of the Company,  and the order or decree remains unstayed
and in effect for 60 days, or (f) the Company's Common Stock is no longer listed
on any recognized exchange including electronic over-the-counter bulletin board.
As used in this  Section 6.1,  the term  "Bankruptcy  Law" means title 11 of the
United  states  Code or any  similar  federal  or state  law for the  relief  of
debtors. The term "Custodian" means any receiver, trustee, assignee,  liquidator
or similar official under any Bankruptcy Law.

     Section 6.2. Acceleration. If an Event of Default occurs and is continuing,
the Holder hereof by notice to the Company,  may declare the remaining principal
amount of this Debenture,  together with all accrued interest and any liquidated
damages, to be due and payable.  Upon such declaration,  the remaining principal
amount shall be due and payable immediately.

Article 7. Record Ownership

     Section 7.1. Record Ownership. The Company, or its attorney, shall maintain
a register of the holders of the Debentures (the "Register") showing their names
and addresses and the serial numbers and principal  amounts of Debentures issued
to or  transferred  of record by them from  time to time.  The  Register  may be
maintained in electronic,  magnetic or other  computerized form. The Company may
treat the person  named as the Holder of this  Debenture  in the Register as the
sole  owner of this  Debenture.  The  Holder  of this  Debenture  is the  person
exclusively entitled to receive payments of interest on this Debenture,  receive
notifications  with respect to this Debenture,  convert it into Common Stock and
otherwise exercise all of the rights and powers as the absolute owner hereof.

     Section 7.2.  Registration of Transfer.  Transfers of this Debenture may be
registered on the books of the Company  maintained for such purpose  pursuant to
Section 7.2 above (i.e., the Register).  Transfers shall be registered when this
Debenture  is  presented  to the Company with a request to register the transfer
hereof and the Debenture is duly endorsed by the appropriate person,  reasonable
assurances are given that the  endorsements  are genuine and effective,  and the
Company has received evidence  satisfactory to it that such transfer is rightful
and in compliance  with all  applicable  laws,  including tax laws and state and
federal  securities laws. When this Debenture is presented for transfer and duly
transferred hereunder, it shall be canceled and a new Debenture showing the name
of the  transferee as the record holder  thereof shall be issued in lieu hereof.
When this  Debenture is  presented  to the Company with a reasonable  request to
exchange it for an equal principal amount of Debentures of other  denominations,
the Company shall make such  exchange and shall cancel this  Debenture and issue
in lieu  thereof  Debentures  having  a total  principal  amount  equal  to this
Debenture in such denominations as agreed to by the Company and Holder.

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     Section  7.3.  Lost  Debentures.  If  this  Debenture  becomes  defaced  or
mutilated but is still substantially intact and recognizable, the Company or its
agent may issue a new  Debenture  in lieu hereof upon its  surrender.  Where the
Holder of this Debenture  claims that the Debenture has been lost,  destroyed or
wrongfully  taken,  the  Company  shall  issue a new  Debenture  in place of the
original  Debenture  if the Holder so requests by written  notice to the Company
actually  received by the Company  before it is notified  that the Debenture has
been  acquired  by a bona fide  purchaser  and the Holder has  delivered  to the
Company and indemnity  bond in such amount and issued by such surety  concerning
such loss,  destruction  or wrongful  taking and such other  information in such
form with such proof or verification as the Company may request.

Article 8. Dilution

     The  number of  shares of Common  Stock  issuable  upon  conversion  of the
Debentures may increase  substantially in certain  circumstances.  The Company's
executive officers and directors have studied and fully understand the nature of
the  transactions  contemplated by this Debenture and recognize that they have a
potential  dilutive effect. The board of directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company.  The Company  specifically  acknowledges  that its obligation to
issue  additional  shares  of  Common  Stock is  binding  upon the  Company  and
enforceable  regardless  of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.

Article 9. Notices

     Any  notice  which  is  required  or  convenient  under  the  terms of this
Debenture  shall be duly given if it is in writing  and  delivered  in person or
mailed by first class mail,  postage  prepaid and  directed to the Holder of the
Debenture  at its address as it appears on the  Register or if to the Company to
its principal executive offices.  The time when such notice is sent shall be the
time of the giving of the notice.

Article 10. Time

     Where this  Debenture  authorizes  or requires  the payment of money or the
performance  of a condition  or  obligation  on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such payment may be made or condition or  obligation  performed on the
next succeeding  business day , and if the period ends at a specified hour, such
payment may be made or condition  performed,  at or before the same hour of such
next  succeeding  business  day,  with the same  force and  effect as if made or
performed in accordance with the terms of this Debenture. A "business day" shall
mean a day on which the banks in  California  are not  required or allowed to be
closed.

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Article 11. Waivers

     The holders of a majority in principal amount of the Debentures may waive a
default or rescind the  declaration of an Event of Default and its  consequences
except for a default in the  payment of  principal  or  conversion  into  Common
Stock.

Article 12.  Rules of Construction

     In this  Debenture,  unless the context  otherwise  requires,  words in the
singular number include the plural, and in the plural include the singular,  and
words of the masculine gender include the feminine and the neuter,  and when the
sense so  indicates,  words of the neuter  gender may refer to any  gender.  the
numbers and titles of sections  contained  in the  Debenture  are  inserted  for
convenience  of reference  only,  and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in this Debenture,  a determination of the Company is required or allowed,  such
determination  shall be made by a  majority  of the  Board of  Directors  of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the Company and the Holder of this Debenture.

Article 13. Governing Law

     The validity, terms, performance and enforcement of this Debenture shall be
governed and construed by the provisions  hereof and in accordance with the laws
of the  State of  California  applicable  to  agreements  that  are  negotiated,
executed,  delivered  and  performed  solely  in the  State of  California.  The
prevailing  party in any dispute arising here under shall be entitled to recover
all of its  reasonable  attorney's  fees and costs of  defense,  prosecution  or
litigation.

Article 14. Litigation

     (a) Forum  Selection  and Consent to  Jurisdiction.  Any  litigation  based
thereon , or arising out of, under,  or in connection with this agreement or any
course of conduct,  course of dealing,  statements  (whether oral or written) or
actions of the Company or Holder shall be brought and maintained  exclusively in
the state or federal courts of the State of California, city of Los Angeles. The
Company hereby  expressly and  irrevocably  submits to the  jurisdiction  of the
state and federal  courts of the state of California,  city of Los Angeles,  for
the purpose of any such litigation as set forth above and irrevocably  agrees to
be  bound by any  final  judgment  rendered  thereby  in  connection  with  such
litigation.  The Company further irrevocably  consents to the service of process
by registered mail,  postage  prepaid,  or by personal service within or without
the State of California. The Company hereby expressly and irrevocably waives, to
the  fullest  extent  permitted  by law,  any  objection  which  it may  have or
hereafter may have to the laying of venue of any such litigation  brought in any
such court  referred  to above and any claim that any such  litigation  has been
brought  immunity  from  jurisdiction  of any  court or from any  legal  process
(whether through service or notice, attachment prior to judgment,  attachment in
aid of  execution or  otherwise)  with  respect to itself or its  property,  the
Company hereby  irrevocably  waives such immunity in respect of its  obligations
under this agreement and the other loan documents.

                                       9
<PAGE>

     (b) Waiver of Jury  Trial.  The Holder and the  Company  hereby  knowingly,
voluntarily and intentionally  waive any rights they may have to a trial by jury
in respect of any  litigation  based  hereon,  or arising out of,  under,  or in
connection  with, this agreement,  or any course of conduct,  course of dealing,
statements  (whether  oral or written) or actions of the Holder or the  Company.
The Company  acknowledges  and agrees that it has received  full and  sufficient
consideration  for  this  provision  and  that  this  provision  is  a  material
inducement for the Holder entering into this agreement.

     (c)  Submission  To  Jurisdiction.   Any  legal  action  or  proceeding  in
connection with this Debenture or the performance  hereof must be brought in the
federal  courts  located  in the  State of  California  and the  parties  hereby
irrevocably submit to the exclusive  jurisdiction of such courts for the purpose
of any such action or proceeding.

     IN WITNESS WHEREOF,  the Company has duly executed this Debenture as of the
date first written above.

ACCUPOLL HOLDING CORP.                          PALISADES HOLDINGS, LLC
ACCUPOLL, INC.

By /s/ Dennis Vadura                            By: /s/ Reid Breitman
Dennis Vadura                                   Reid Breitman, President
Chairman and CEO

DENNIS VADURA
/s/ Dennis Vadura
Dennis Vadura, an individual

                                       10
<PAGE>


                                   Exhibit A

                              NOTICE OF CONVERSION

  (To be Executed by the Registered Holder in order to Convert the Debentures)

     The undersigned hereby irrevocably elects, as of ________, 200_ to convert
$______  of the  Debentures  into Shares of Common  Stock (the  "Shares")  of
AccuPoll Holdings Corp., a Nevada corporation (the "Company").


Date of Conversion_________________________________________

Applicable Conversion Price________________________________

Number of Shares Issuable upon this conversion_____________

Signature__________________________________________________
                [Name]

Address____________________________________________________

___________________________________________________________

Phone________________________     Fax______________________


                            Assignment of Debenture

The undersigned hereby sell(s) and assign(s) and transfer(s) unto

________________________________________________________________________
            (name, address ad SSN or EIN of assignee)

                                               Dollars($       )
-------------------------------------------------------------------
     (principal amount of Debenture, $1,000 or integral multiples of $1,000)

of  principal  amount of this  Debenture  together  with all  accrued and unpaid
interest hereon.

Date:____________ Signed:____________________________________________
                                (Signature must conform in all
                                 respects to name of Holder shown
                                 of face of Debenture)


                                       11
<PAGE>



UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER (optional)
B. SEND ACKNOWLEDGMENT TO:      (Name and Address)

        Palisades Holdings, LLC
        2224 Main Street
        Santa Monica, California 90405

1. DEBTOR'S  EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not
abbreviate or combine names
   1a. ORGANIZATIONS NAME
        AccuPoll, Inc.
or 1b. INDIVIDUAL'S LAST NAME   FIRST NAME      MIDDLE NAME     SUFFIX

1c. MAILING ADDRESS                     CITY    STATE   POSTAL CODE COUNTRY
    30 Executive Park, Suite 260        Irvine  CA      92614       USA
1d. TAX ID# SSN OR EIN  ADD'L INFO RE   1e.TYPE OF ORGANIZATION
                        ORGANIZATION       Corporation
                        DEBTOR
1f. JURISDICTION OF ORGANIZATION        1g. ORGANIZATIONAL ID# if any
    DELAWARE                                            NONE

2. ADDITIONAL  DEBTOR'S EXACT FULL LEGAL NAME Insert only one debtor name (2a or
2b) do not abbreviate or combine names
   2a. ORGANIZATION'S NAME
        AccuPoll Holding Corp.
or 2b. INDIVIDUAL'S LAST NAME   FIRST NAME      MIDDLE NAME     SUFFIX

2c. MAILING ADDRESS                     CITY    STATE   POSTAL CODE COUNTRY
    30 Executive Park, Suite 260        Irvine  CA      92614       USA

2d. TAX ID# SSN OR EIN  ADD'L INFO RE   2e.TYPE OF ORGANIZATION
    11-2751630          ORGANIZATION       Corporation
                        DEBTOR

2f. JURISDICTION OF ORGANIZATION        2g. ORGANIZATIONAL ID# if any
    NEVADA                                              NONE

3.SECURED  PARTY'S NAME (or NAME of TOTAL  ASSIGNEE of ASSIGNOR S/P) insert only
one secured party name (3a or 3b)
   3a. ORGANIZATION'S NAME
        Palisades Holdings, LLC
or 3b. INDIVIDUAL'S LAST NAME   FIRST NAME      MIDDLE NAME     SUFFIX

3c. MAILING ADDRESS                 CITY          STATE   POSTAL CODE COUNTRY
   2224 Main Street                 Santa Monica  CA      92614       USA

4. This FINANCING STATEMENT covers the following collateral:

See Attached Exhibit A

5.ALTERNATIVE  DESIGNATION(if  applicable):   LESSEE/LESSOR  CONSIGNEE/CONSIGNOR
BAILEE/BAILOR   SELLER/BUYER    AG.LIEN         NON-UCC FILING

6.This FINANCING STATEMENT is to be filed (for record)(or  recorded) in the REAL
ESTATE RECORDS Attach Addendum (if applicable)

7. Check to REQUEST RESEARCH REPORT(S) on Debtor(s) (ADDITIONAL FEE) (optional)
All Debtors     Debtor 1        Debtor 2

8. OPTIONAL FILER REFERENCE DATA

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1)(REV. 07/29/98)
NATUCCI 5/4/01 CTS
<PAGE>


                                   EXHIBIT A

                                   Collateral

     All rights, title claims and interests of every kind and character of
AccuPoll Holding Corp., a Nevada corporation ("AHI"), AccuPoll, Inc., a Delaware
corporation("API,"., and, together with AHI, the "Debtor"), or any of them
(whether tangible, intangible, choate, inchoate, legal, direct, indirect,
possessory, nonpossessory, vested, nonvested, beneficial or equitable) in any
assets, property or property rights now or at any time hereafter owned, held,
used or acquired by Debtor whether in the name of any of them or in any
fictitious business name or in any other name, and whether or not particularly
described herein, including without limitation: all cash, inventory, accounts
receivable, new and used finished goods, products, merchandise, work in process,
raw materials, parts, supplies, accessories, attachments whether or not held for
sale, lease, use or consumption and any property classified as inventory by the
Uniform Commercial Code ("UCC"), machinery, equipment, tools, dies molds,
furniture, general intangibles, as that term is defined by said UCC, good will,
trademarks, trade names, service names and marks, licenses, patents rights,
copyrights, inventions, negotiable and non-negotiable instruments and documents,
things in action and all other rights, privileges and franchises, all rights
under any leases (including without limitation any lease of any of Debtor's
business premises) whether of real or personal property and whether as landlord,
tenant or otherwise, chattel paper, accounts, deposit accounts, and instruments,
as those terms are defined by the UCC, condemnation or insurance recoveries,
rents, royalties, profits, certificated and uncertificated securities, treasury
stock, commercial paper, business records and reports, documents, claims,
commission, contracts, causes of action, suits, rights of offset or recoupment,
fixtures, as that term is defined by said UCC, and all products and proceeds (as
defined in said UCC), accessions, additions, increases, repairs to, improvements
and replacements of each of the foregoing items of Collateral. Further,
"Collateral" shall also mean all rights, title claims and interests of every
kind and character of Debtor under any name (whether tangible, intangible,
choate, inchoate, legal, direct, indirect, possessory, nonpossessory, vested,
nonvested, beneficial or equitable) in the common stock and/or other debt or
equity interests and/or other interests in any corporation or at any time
hereafter owed, held, used or acquired. "Collateral" shall also include all
products and proceeds (as defined in said UCC), accessions, additions,
increases, repairs to, improvements and replacements of each of the foregoing
items of Collateral.
<PAGE>


                                   EXHIBIT A

                                   Collateral

     All rights, title claims and interests of every kind and character of
AccuPoll Holding Corp., a Nevada corporation ("AHI"), AccuPoll, Inc., a Delaware
corporation("API,"., and, together with AHI, the "Debtor"), or any of them
(whether tangible, intangible, choate, inchoate, legal, direct, indirect,
possessory, nonpossessory, vested, nonvested, beneficial or equitable) in any
assets, property or property rights now or at any time hereafter owned, held,
used or acquired by Debtor whether in the name of any of them or in any
fictitious business name or in any other name, and whether or not particularly
described herein, including without limitation: all cash, inventory, accounts
receivable, new and used finished goods, products, merchandise, work in process,
raw materials, parts, supplies, accessories, attachments whether or not held for
sale, lease, use or consumption and any property classified as inventory by the
Uniform Commercial Code ("UCC"), machinery, equipment, tools, dies molds,
furniture, general intangibles, as that term is defined by said UCC, good will,
trademarks, trade names, service names and marks, licenses, patents rights,
copyrights, inventions, negotiable and non-negotiable instruments and documents,
things in action and all other rights, privileges and franchises, all rights
under any leases (including without limitation any lease of any of Debtor's
business premises) whether of real or personal property and whether as landlord,
tenant or otherwise, chattel paper, accounts, deposit accounts, and instruments,
as those terms are defined by the UCC, condemnation or insurance recoveries,
rents, royalties, profits, certificated and uncertificated securities, treasury
stock, commercial paper, business records and reports, documents, claims,
commission, contracts, causes of action, suits, rights of offset or recoupment,
fixtures, as that term is defined by said UCC, and all products and proceeds (as
defined in said UCC), accessions, additions, increases, repairs to, improvements
and replacements of each of the foregoing items of Collateral. Further,
"Collateral" shall also mean all rights, title claims and interests of every
kind and character of Debtor under any name (whether tangible, intangible,
choate, inchoate, legal, direct, indirect, possessory, nonpossessory, vested,
nonvested, beneficial or equitable) in the common stock and/or other debt or
equity interests and/or other interests in any corporation or at any time
hereafter owed, held, used or acquired. "Collateral" shall also include all
products and proceeds (as defined in said UCC), accessions, additions,
increases, repairs to, improvements and replacements of each of the foregoing
items of Collateral.
<PAGE>