EXHIBIT 10.13

                                TEAMING AGREEMENT

         THIS AGREEMENT (the "Agreement"),  made and entered into as of the 1 s`
day of December  2002 (the  "Effective  Date"),  by and between  AccuPoll,  Inc.
("AccuPoll"),  Electronic Data Systems  Corporation  ("EDS") and EDS Information
Services L.L.C. ("EIS"). Any obligations to be performed by EDS may be performed
by EDS and/or its wholly-owned subsidiaries, including EIS, and any reference in
this Teaming Agreement to EDS shall be deemed to include such subsidiaries.

                                   WITNESSETH:

         WHEREAS,  the state governments listed in Schedule D (the "Government")
intend to each issue a Request  for  Proposal(s)  to  procure a contract  with a
vendor to provide a voting  system for the purpose of  conducting  elections  on
behalf of the Government (the "Project");

         WHEREAS, the parties have complementary  capabilities and believe it is
to their  mutual  benefit  to act as a team for the  purpose  of  preparing  and
submitting  proposals  (the  "Proposal")  in response to the RFPs and performing
under any resulting contracts; and

         WHEREAS,  the parties  desire to establish the terms and  conditions of
such teaming arrangement.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

1.0  APPLICABILITY. This Agreement is in effect only as to the scope of work set
     forth in Schedule A hereto.

2.0  PROPOSAL ACTIVITIES.

          2.1  The parties are  committed to develop the best  possible  problem
               understanding,  Proposal  organization,  marketing  approach  and
               technical  solution for meeting the RFP requirements.  Each party
               shall participate in and support the Proposal effort in the areas
               of its responsibility.  Subcontractor's area of responsibility is
               set forth in Schedule A hereto. The parties agree to furnish each
               other information and materials necessary to assist in developing
               and  preparing  sections of each  Proposal  and any  modification
               thereto.  Each  party  will  timely  provide  the other  with all
               technical,   management,  cost  and  pricing  data,  information,
               certifications and affidavits, resumes and materials necessary to
               facilitate the successful  completion of the procurement process.
               Such  information   shall  be  submitted  in  a  format  that  is
               consistent with the RFP requirements.

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          2.2  at all times during the term of this  Agreement, the parties each
               agree to _ keep the other  informed of inquiries from or contacts
               with the Government as may concern each RFP, Proposal, Project or
               related  procurement  issues.  2.3 To maximize the  potential for
               securing award of the Project,  AccuPoll and EDS agree to jointly
               develop competitive pricing models.  Accordingly,  ' AccuPoll and
               EDS agree to develop creative and very competitive  pricing based
               on the work to be undertaken  by each.  2.4 The parties will each
               treat the other with the  respect and trust with which they treat
               their  respective  customers.   In  addition,  the  employees  of
               AccuPoll and EDS shall obey all pertinent rules and regulation of
               the  other  party  while  on the  premises  of the  other  party,
               including  those  relating to the  safeguarding  of  confidential
               information.  2.5 The parties  will  endeavor  will comply at all
               times with the provisions of the representations,  certifications
               and  affidavits  included in the RFP. Each party shall notify the
               other immediately if it has knowledge, constructive or actual, of
               any instances of any material breach or  noncompliance  with such
               certifications  and affidavits and,  further,  the  non-complying
               party  will  indemnify  the other  party for any and all costs or
               damages  incurred  by  it as a  result  of  such  breach  of  non
               compliance.   2.6  In   consideration   of  the  mutual  benefits
               anticipated from a successful Proposal effort in response to each
               RFP, each party shall bear its own  respective  costs,  expenses,
               risks and liabilities arising out of performance  hereunder.  2.7
               Neither  party  nor  its  parent  corporation,  subsidiaries,  or
               affiliates  shall support or assist in any manner in  conjunction
               with a third party with the  submission  of a proposal that would
               compete with the respective Proposal.

3.0  AWARD OF SUBCONTRACT.

          3.1  If AccuPoll is selected by the Government as the prime contractor
               under the RFP, and the Prime Contract  contains a requirement for
               the scope of work  described  in Schedule A,  AccuPoll  agrees to
               negotiate  in good faith an  agreement  with EDS for the scope of
               work set forth in  Schedule  A. The  parties  agree to enter into
               good  faith  negotiations  relating  to  Subcontract  as  soon as
               practicable.

          3.2  The award of the Subcontract contemplated under this Agreement is
               subject to all of the following conditions:

               3.2.1 Award of a prime contract to AccuPoll;

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               3.2.2 The Government's specific approval of EDS as a
                     Subcontractor if required; and

               3.2.3 Mutual agreement of the parties  hereto to the statement of
                     work, financial terms, and contractual provisions.

4.0  PROPRIETARY INFORMATION.  All proprietary and confidential information that
     may be  exchanged  between  the parties  during the term of this  Agreement
     shall be handled in accordance  with the terms and  conditions set forth in
     that certain Confidentiality Agreement between the parties dated October 7,
     2002, a copy of which is attached hereto as Schedule C.

5.0  DISPUTE RESOLUTION. In the event of any dispute or disagreement between the
     parties hereto,  either with respect to  interpretation of any provision of
     this  Agreement  or with respect to the  performance  by AccuPoll or by EDS
     hereunder,  which cannot be resolved in the normal course of business, then
     upon  written  notice of either  party,  each of the parties will appoint a
     designated  officer  whose  task  it will be to  meet  for the  purpose  of
     endeavoring  to resolve such dispute or to negotiate  for an  adjustment to
     such section or provision of this Agreement.  The designated officers shall
     meet as often as the parties  reasonably  deem necessary in order to gather
     and  furnish  to the other all  information  with  respect to the matter in
     issue which the parties believe to be appropriate and germane in connection
     with  its  resolution.  Such  officers  will  discuss  the  problem  and/or
     negotiate the applicable  section or provision without the necessity of any
     formal proceeding  relating hereto.  During the course of such negotiation,
     all reasonable  request made by one party to the other for information will
     be honored in order that each of the  parties  may be fully  advised in the
     premises.  The  specific  format for such  discussions  will be left to the
     discretion of the  designated  officers but may include the  preparation of
     agreed upon statements of fact or written  statements of position furnished
     to the other party. No formal  proceedings  for the judicial  resolution of
     such dispute may be commenced  until (i) resolution as contemplated in this
     clause has been  unsuccessful,  and (ii) either of the parties concludes in
     good faith that amicable  resolution  through continued  negotiation of the
     matter in issue does not appear likely.

6.0      TERM AND TERMINATION.

     6.1  The term of this  Agreement  shall  commence as of the Effective  Date
          and, expect as it relates to proprietary and confidential information,
          this Agreement  shall  terminate when any one of more of the following
          events occur,  without  further  obligation  or liability  between the
          parties:

               (1) mutual  agreement of the parties;
               (2) cancellation of the RFP by the Government;
               (3) AccuPoll  determines  not to submit a Proposal in response
                   to the RFPl;

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               (4)  the RFP is modified or amended resulting in a realignment of
                    work  responsibilities  or products or services required and
                    the parties are unable to agree on an  appropriate  division
                    of the realigned work responsibilities;
               (5)  the filing by or  against  EDS or  AccuPoll  in any court of
                    competent  jurisdiction  of  a  petition  in  bankruptcy  or
                    insolvency, or for reorganization, or for the appointment of
                    a receiver or trustee;  or the making of an  assignment  for
                    the benefit of creditors;
               (6)  the  expiration  of one  (1)  year  from  the  date  of this
                    Agreement; or
               (7)  AccuPoll is not awarded the Prime  Contract  pursuant to the
                    RPP.

     6.2  This Agreement may be extended by mutual agreement of the parties.

7.0  LIMITATION OF LIABILITY.  In the event of any breach by either party of its
     obligations  under this  Agreement,  such party  shall be liable for direct
     damages  suffered  by the other  party  that are  caused by such  breach in
     accordance with applicable law. In no event shall either party be liable to
     the other for special or  consequential  damages any kind or nature whether
     alleged to be attributed to such breach of Agreement, to tort or negligence
     or otherwise caused, expect to the extent of the indemnification  provision
     herein for tort claims resulting in bodily injury or property damage. In no
     event shall either party be liable to the other for lost profits  resulting
     from an alleged  breach of this Agreement  even if, under  applicable  law,
     such profits would not be considered consequential or special damages.

8.0  PUBLICITY  AND NEWS  RELEASES.  No releases  shall be made by either  party
     hereto to the news media or the general  public  relating  to the  parties'
     cooperation  on, or  respective  participation  in,  the  Proposal  effort,
     without the prior written approval of the other.

9.0  INDEMNIFICATION.  The parties shall  indemnify and hold the other  harmless
     form  any and all  claims,  actions,  damages  and  liabilities  (including
     reasonable  attorney's  fees) arising  directly and  proximately out of the
     indemnifying  party's  negligence,  or willful,  wanton or reckless conduct
     resulting  in death or bodily  injury  or  damage  to any real or  tangible
     personal  property.

10.0 NOTICES.  Wherever one party is required or permitted to give notice to the
     other  pursuant to this  Agreement,  such notice shall be deemed given when
     delivered in hand,  via  overnight  courier,  or three (3) days after being
     mailed by first-class United States mail, postage prepaid, and addressed as
     follows:

         If to EDS:        Electronic Data Systems Corporation
                           13600 EDS Drive, A6N-D48
                           Hemdon, Virginia 20171
                           Attention: Counsel, State & Local Government

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         If to AccuPoll :  AccuPoll, Inc.
                           30 Executive Park, Suite 260
                           Irvine, California 92614
                           Attention: President

11.0     LIMITS OF AGREEMENT.

     11.1 This Agreement relates exclusively to the pre-Proposal,  Proposal, and
          resultant  contract  efforts  in  support  of or  required  by the two
          subject Projects or RFPs, and the scope of work defined in Schedule A.
          It in no way constitutes an  understanding in regard to other programs
          or  business  activities,   nor  an  understanding  as  to  any  other
          agreement.

     11.2 Nothing in this Agreement shall be deemed to constitute,  create, give
          effect  to,  or  otherwise  recognize  a joint  venture,  partnership,
          pooling  arrangement,  formal business entity or any type of permanent
          arrangement,  and the  employees  of one  party  shall  not be  deemed
          employees of the other.

     11.3 Nothing  herein shall be  construed  as  providing  for the sharing of
          profits or losses  arising out of the efforts of either or both of the
          parties.

     11.4 Nothing in this  Agreement  shall  grant to either  party the right to
          make  commitments  of any kind for or on  behalf  of the  other  party
          without the prior written consent of the other party.

     11.5 Neither party may assign or transfer its interest  herein  without the
          prior  written  consent of the other part,  which consent shall not be
          unreasonably  withheld.  This approval  requirement shall not apply to
          the  assignment to any successor  corporation in the vent of merger or
          consolidation.

12.0 SEVERABILITY.  If,  and only to the  extent  that,  any  provision  of this
     Agreement is declared or found to be illegal,  unenforceable  or void, then
     both  parties  shall be  relieved  of all  obligations  arising  under such
     provision,  it being the  intent and  agreement  of the  parties  that this
     Agreement shall be deemed amended by modifying such provision to the extent
     necessary to make it legal and enforceable  while preserving its intent. If
     that is not possible,  another  provision that is legal and enforceable and
     achieves the same objective shall be substituted.  If the remainder of this
     Agreement is not affected by such  declaration or finding and is capable of
     substantial performance, then the remainder shall be enforced to the extent
     permitted by law.

13.0 SURVIVAL OF TERMS.  Termination  or  expiration  of this  Agreement for any
     reason shall not release  either part from any  liabilities  or obligations
     set forth in this  Agreement  which (i) the parties have  expressly  agreed

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     shall  survive any such  termination  or  expiration,  or (ii) remain to be
     performed or by their nature would be intended to be  applicable  following
     any such termination or expiration.

14.0 GOVERNING   LAW.   The   construction,    enforceability,   validity,   and
     interpretation  of this  Agreement  shall be deemed in accordance  with the
     laws of the State of Virginia.

15.0 ENTIRE AGREEMENT AND MODIFICATION.  This Agreement, including any Schedules
     and documents  referred to in this  Agreement or attached  hereto,  each of
     which  is  incorporated  herein,   constitutes  the  entire  and  exclusive
     statement  of  agreement  between the parties  with  respect to its subject
     matter and there are no oral or written representations,  understandings or
     agreements relating to this Agreement which are not fully expresses herein.
     The parties  agree that any other terms or  conditions,  quotes,  invoices,
     acknowledgements,  bills of lading or other forms  utilized or exchanged by
     the parties shall not be incorporated herein or be binding unless expressly
     agreed upon in writing by  authorized  representatives  of the parties.  No
     modification,  change or amendment  hereof shall be valid unless such is in
     writing and signed by the  authorized  representative  of the party against
     which such modification, change or amendment is sought to be enforced.

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed  by its duly  authorized  representative  as of the day and year  first
above written.

ELECTRONIC DATA SYSTEMS                     ACCUPOLL, INC.
CORPORATION
By:                                         By:

Name:                                       Name:

Title:                                      Title:

EDS INFORMATION SERVICES
L.L.C.

By:

Name:

Title:

ATTACHMENTS:
         Schedule  A,  Scope of Work
         Schedule  B,  [intentionally  left  blank
         Schedule  C,  Non-Disclosure   Agreement
         Schedule  D,  Government Jurisdictions