TERM SHEET

PARTIES:            ACCUPOLL HOLDING CORP., a Nevada corporation ("ACCUPOLL")
                    traded on the Over The Counter  Bulletin Board under the
                    symbol "ACUP", and PAVEL HOLIK, or its ASSIGNS.

SECURITIES
LAW STATUS:         ACCUPOLL is a publicly-held corporation whose common  stock
                    is  traded  on the  NASD's  Over  The  Counter Bulletin
                    Board market,  and is subject to the Securities Act of 1933
                    (the "Securities  Act") and the Securities  Exchange Act of
                    1934 (the "Exchange Act).

STRUCTURE OF
TRANSACTION:        The transaction shall consist of an issuance of 3,400,000
                    shares in return for a $500,000  stock loan at  $.1471  per
                    share.  Term and  conditions  of loan  agreement shall be
                    defined in a separate agreement.

AMOUNT OF THE
INVESTMENT:         $500,000 in cash, at CLOSING, assuming all shares issued
                    into escrow at CLOSING.

REGISTRATION :      no registration rights

CLOSING:            CLOSING of the transaction promulgated herein  shall occur
                    approximately July 20, 2003. This terms sheet, along with
                    stock loan agreement, executed by both parties, shall
                    constitute a binding agreement among parties, or Pavel
                    Holik's consent to a waiver of same.

CORPORATE
ORGANIZATION:       ACCUPOLL warrants and represents that it and its
                    subsidiaries are in good standing and that there are no
                    current or pending SEC, NASD, FTC, or foreign,
                    investigations, charges, or allegations against it or any
                    subsidiary, nor any current or known to be pending actual or
                    threatened stockholder or other third party civil lawsuits
                    against it.

ISSUANCE OF
SHARES:             All ACCUPOLL shares of common stock shall be validly issued,
                    fully paid and  non-assessable..

REPRESENTATIONS
AND WARRANTIES:     ACCUPOLL warrants and represents that all such matters as
                    are ordinary and customary in transactions of this nature
                    and scope including, without limitation, and where
                    applicable, warranties and representations as to valid
                    incorporation or formation and good standing, authorization
                    of the transaction, title to assets, the absence of any
                    known event or circumstance which would be or result in
                    material adverse change in the business or operations of
                    ACCUPOLL, the loss


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                    of any significant customer or supplier of ACCUPOLL,
                    confirmation as to the liabilities and obligations of
                    ACCUPOLL, the accuracy and validity of the financial
                    statements of ACCUPOLL, the accuracy of the tax returns of
                    ACCUPOLL, the absence of any litigation or pending claims
                    against ACCUPOLL, the compliance of all applicable laws by
                    ACCUPOLL in the conduct of its business operations, the
                    payment of any and all required taxes by ACCUPOLL,
                    confirmation as to employment contracts, personnel and
                    collective bargaining agreements affecting the operations of
                    ACCUPOLL, the maintenance of appropriate insurance coverage
                    upon the assets of ACCUPOLL and the accuracy and validity of
                    any and all material agreements and obligations of ACCUPOLL.

CONDITIONS
PRECEDENT:          The obligations of each party to effect the  transactions
                    described herein shall be subject to the conditions
                    precedent that: (i) no statute, rule, regulation, executive
                    order, decree, ruling or order shall have been enacted,
                    entered, promulgated, enforced or issued by any court or
                    governmental authority of competent jurisdiction which
                    prohibits, restrains, enjoins or restricts the consummation
                    of the any of the transactions described herein, (ii) all
                    material representations and warranties of ACCUPOLL shall be
                    true and correct in all respects as of the CLOSING, (iii)
                    all agreements and covenants to be performed or complied
                    with by ACCUPOLL shall have been conformed or complied with
                    in all material respects as of the CLOSING, (iv) the parties
                    shall have received requisite opinions from legal counsel
                    and independent certified public accountants as to the
                    effectiveness of the transactions, the expected tax
                    implications thereof, and all other actions necessary or
                    appropriate to effect the transaction.

INDEMNIFICATIONS:   This terms sheet incorporates by reference and  includes
                    mutual and reciprocal indemnifications of each of ACCUPOLL,
                    and Pavel Holik by the other party as are customary and
                    usual in transactions of this nature and scope.

CONDUCT OF
BUSINESS:           From and after the date of this Term Sheet  and until the
                    earlier to occur of the termination of this Term Sheet or
                    the CLOSING, ACCUPOLL shall at all times carry on its
                    business and activities in its day to day business
                    operations as currently conducted, shall not acquire or
                    dispose of any assets used in its business operations other
                    than in the ordinary course of business as currently
                    conducted and consistent with past practice and, to the
                    extent consistent therewith, shall use all reasonable
                    efforts to preserve intact its current business
                    organizations, key employees and personnel and relationships
                    with those persons having business dealings with it.

FEES AND
EXPENSES:           ACCUPOLL shall be responsible for any and all of  its own
                    fees and expenses, including, without limitation,
                    professional fees payable to attorneys and


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                    accountants, which are incurred in connection with the
                    transaction contemplated by this terms sheet.

TERMINATION:        The obligations of the parties under this Term  Sheet may be
                    terminated: (i) by mutual written consent of ACCUPOLL and
                    Pavel Holik, (ii) by either ACCUPOLL or Pavel Holik if the
                    other party shall have breached or failed to perform in any
                    material respect any of the obligations or agreements set
                    forth in this Term Sheet.

AMENDMENT:          This Term Sheet may be amended by the parties by  mutual
                    agreement at any time prior to the CLOSING.

GOVERNING LAW:      This Term Sheet shall be governed by and construed in
                    accordance with the laws of the State of California,
                    regardless of the laws that might otherwise govern under
                    applicable principles of conflict of laws thereof.

The undersigned parties to this Term Sheet do hereby agree and covenant as set
forth in this Term Sheet and hereby undertake the obligations and duties
described herein on the terms and conditions of this Term Sheet on this
date:__________________.

ACCUPOLL HOLDINGS CORP.                     PAVEL HOLIK
A Nevada corporation

By:_____________________________            By:_______________________________
     Dennis Vadura
     CEO / Director

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