EXHIBIT 10.12


                                TEAMING AGREEMENT

THIS TEAMING AGREEMENT  ("Agreement"),  made and entered into as of this 9th day
of July 2004, by and between AccuPoll, Inc., a Delaware corporation (hereinafter
"AccuPoll"),  with offices located at 15101 Red Hill Ave., Suite 220, Tustin, CA
9278, and Alternative Resources Corporation, a Delaware corporation with offices
located at 600 Hart Road,  Suite 300,  Barrington,  IL  60010-2654  (hereinafter
"Partner").

                                    PREMISES

         AccuPoll  and  Partner   believe  they  will  benefit  from  a  teaming
arrangement to develop the best management and technical  approach for proposals
to be submitted to various customers.

         AccuPoll  and Partner  have agreed to assign  responsibilities  for the
work on each  proposal  and  the  work to be  performed  for  each  customer  in
Opportunity  Plans to be  negotiated by the parties and  incorporated  into this
Agreement as set forth below.

         In consideration of the mutual promises in this Agreement,  the parties
agree as follows:

                                    AGREEMENT

1.     An  "Opportunity"  is a sales  opportunity.  The  parties  may  agree  to
       initiate a single  Opportunity or multiple  Opportunities with each other
       covering work for one or more customers.  Neither party will be obligated
       to the other under this Agreement until their authorized  representatives
       execute a separate written  "Opportunity  Plan" for the each customer and
       Opportunity.  Each  executed  Opportunity  Plan will be  attached  to and
       incorporated  into this Agreement as an Exhibit.  Each  Opportunity  Plan
       will designate one of the parties as the prime  contractor  (the "Prime")
       and the other party as the subcontractor  (the  "Subcontractor")  for the
       Opportunity  and will  apportion  the work and  responsibilities  for the
       Opportunity between the two parties.

2.     The Prime will submit the proposal to the  customer  for the  Opportunity
       and subject to any conditions  set forth in the  Opportunity  Plan,  will
       include the other party as a proposed  subcontractor.  In designating the
       Prime for each  Opportunity,  the management of the parties will consider
       such factors as the relationship  with the customer,  the role of each in
       project  management,  and the  relative  size  and  importance  of  their
       respective scopes of work.

3.     Each party will use its best efforts to produce proposals that will cause
       the selection of the Prime for the  Opportunity and the acceptance of the
       Subcontractor  for the work assigned to it. Each party will  negotiate in
       good faith the contracts or subcontracts that result from the proposals.

4.     In any  proposal and in all  discussions  with the  customer,  each party
       will:

          o    Identify the other party as its team member

          o    State  the  relationship  of the  parties  as set  forth  in this
               Agreement

          o    Describe the scope and  responsibility of each party as set forth
               in the Opportunity Plan.


5.     Each party will furnish all proposal  material  pertinent to its scope of
       work as defined in the Opportunity Plan attached as an Exhibit, including
       but not limited to,  manuscripts and art works.  The parties will furnish
       qualified personnel who will cooperate in drafting a proposal.

6.     The  Subcontractor  will  assist  the  Prime  as  reasonably   requested,
       including  without   limitation,   providing   management  and  technical

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       personnel   for   discussions   and   negotiations   with  the  customer.
       Notwithstanding the foregoing, the parties, as between themselves,  shall
       be deemed to be independent  contractors,  and the employees of one shall
       not be deemed to be the employees of the other.

7.     Each party will bear all costs, risks and liabilities  incurred by it and
       arising out of its  obligations  and efforts under this Agreement  during
       the pre-proposal and proposal  periods,  which are defined as the periods
       up to an award of a prime  contract  and  subcontract.  The Prime will be
       responsible for the graphic arts,  printing,  binding, and delivery costs
       of the proposal. Neither party shall have any right to any reimbursement,
       payment or  compensation  of any kind from the other during the period up
       to the award of a prime contract and subcontract.

8.     The Prime will have the sole right to decide the form and  content of all
       documents submitted to the customer;  however,  the Prime will afford the
       Subcontractor  the  opportunity to review the form and the content of the
       proposal   and  will  make   reasonable   efforts  to  ensure   that  the
       Subcontractor's information is appropriately presented. The Subcontractor
       will offer the Prime its advice and aid, and will prepare the substantive
       content  of  its  area  of  the  proposal  and  other  documents.  Before
       submitting  the  proposal,  the Prime will  provide the  Subcontractor  a
       reasonable opportunity to review the proposal and provided comments.

9.     If a prime contract  ("Contract")  is awarded as a result of the proposal
       submitted to the  customer,  the Prime will,  to the extent  permitted by
       customer's  rules,  regulations and applicable law, enter into good faith
       negotiations with the Subcontractor for a subcontract for the subcontract
       work set forth in the  Opportunity  Plan.  The  subcontract  work must be
       performed  in  accordance  with  the  Contract   schedule  and  technical
       specifications  at a mutually  agreed  price.  Agreement on a subcontract
       must be reached within such time as the Prime deems necessary to meet the
       requirements of the Contract. The terms and conditions of the subcontract
       will be  generally  consistent  with  the  terms  and  conditions  in the
       Contract, including any contract provisions required by the Customer. The
       subcontract terms and conditions will not conflict with customer rules or
       policies or applicable laws and regulations.

10.    The customer may direct the Prime to place the work  contemplated  as the
       Subcontractor's responsibility to another source or direct that such work
       be  competitively  bid.  In either  case,  the Prime will comply with the
       customer's   direction  and  will  have  no  further  obligation  to  the
       Subcontractor  with  respect  to  that  particular  proposal,  except  as
       regarding the  protection  of  proprietary  data.  The Prime will take no
       action that would cause or tend to cause the customer to  disapprove  the
       Subcontractor.

11.    The Prime will be the primary  contact  with the  customer  concerning  a
       proposal.  If it becomes  desirable for the  Subcontractor to contact the
       customer  concerning  the proposal,  the contact shall be approved by the
       Prime to ensure  coordination of efforts and understanding of commitments
       prior to such  contact.  The Prime's  approval will not  unreasonably  be
       withheld.

12.    Although  the Prime is the  primary  interface  with the  customer on the
       Opportunity,  the  Subcontractor  may have continuing  relations with the
       customer  and in the  course  of such  relations  may  receive  inquiries
       concerning the Opportunity.  Such communications by the customer directly
       with the  Subcontractor  concerning the Opportunity shall not be a breach
       of this Agreement,  provided the  Subcontractor  timely informs the Prime
       about the contact.

13.    If the  Prime  is to make  presentations  to the  customer  concerning  a
       proposal,  the Prime will inform the  Subcontractor of the content of the
       presentations,  subject to any  prohibitions  or  restrictions  which the
       customer may impose.  If a  presentation  relates to the  Subcontractor's
       scope of work,  the  Subcontractor  will  support it as  requested by the
       Prime.

14.    Any  news  release,  public  announcement,   advertisement  or  publicity
       released by either party  concerning  this  Agreement,  or any proposals,

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       resulting  contracts,  or  subcontracts,  will be  subject  to the  prior
       approval of the other  party,  except that this  Agreement  and the terms
       thereof may be made known to a customer.  Any such  publicity  shall give
       due credit to the contribution of each party.

15.    Each  party will  designate  in writing  one or more  individuals  as its
       representative(s) responsible for performance of the party's obligations.

16.    "Confidential  Information"  means any and all  non-public  technical  or
       business  information,  including third party  information,  furnished or
       disclosed by one party (the  "Disclosing  Party") to the other party (the
       "Receiving  Party") that, if in a tangible  medium,  the Disclosing Party
       has marked as  "confidential,"  "proprietary" or similarly at the time of
       disclosure and that, if disclosed orally,  the Disclosing Party indicates
       as   confidential   or   proprietary   at  the  time  of  disclosure  and
       subsequently,  within  twenty  (20)  days  after  the  date of such  oral
       disclosure,  confirms as confidential or proprietary in a writing sent to
       the Receiving  Party that  describes the  information  that is to be kept
       confidential.  Each party will maintain all  Confidential  Information it
       receives  from the  other in  confidence  using  commercially  reasonable
       standards  and no less care than it uses  with its own  information,  and
       will use and  disclose  such  information  only as  contemplated  by this
       Agreement  or as  authorized  by the  Disclosing  Party.  Each party will
       require its personnel to do likewise.  These  obligations do not apply to
       information that is:

              (a)    Generally available to the public other than by a breach of
                     this Agreement;

              (b)    Rightfully   received  from  a  third  party   lawfully  in
                     possession  of  the   information  and  not  subject  to  a
                     confidentiality or nonuse obligation;

              (c)    Independently  developed  by  the  Receiving  Party  or its
                     personnel,  provided the persons developing the information
                     have not had access to the  information  of the  Disclosing
                     Party; or

              (d)    Already known to the  Receiving  Party prior to its receipt
                     from the Disclosing Party.

       The  Receiving  Party  may  disclose  Confidential   Information  of  the
Disclosing Party to the extent that such disclosure is:

              (a)    Approved in writing by the Disclosing Party;

              (b)    Necessary  for the  Receiving  Party to enforce  its rights
                     under this Agreement in connection with a legal proceeding;
                     or

              (c)    Required  by law or by the  order  of a  court  or  similar
                     judicial  or   administrative   body,   provided  that  the
                     Receiving  Party  notifies  the  Disclosing  Party  of such
                     required  disclosure promptly and in writing and cooperates
                     with  the  Disclosing  Party,  at  the  Disclosing  Party's
                     reasonable  request and  expense,  in any lawful  action to
                     contest or limit the scope of such required disclosure.

17.    The delivery of information to the Receiving  Party does not grant any or
       imply any license to the Receiving Party, under any trademark,  patent or
       copyright,  or  applications,  which are now or may hereafter be owned by
       the  Disclosing  Party.  All  information is provided "AS IS" without any
       warranty whatsoever,  including without limitation any warranty as to the
       accuracy,  reliability or fitness of such  information for any particular
       purpose.

18.    Each Opportunity Plan shall remain in force for three (3) months from its
       effective date unless earlier terminated as provided in this Agreement or
       the Opportunity Plan. If an award is made under a proposal, then the term
       of  the  Opportunity   Plan  will  be  extended  through  the  period  of
       subcontract  negotiations between Subcontractor and Prime with respect to
       the  Opportunity  Plan.  Each  Opportunity  Plan shall terminate upon the

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       execution  of a  subcontract  pertinent  to the  Opportunity  or upon the
       earliest to occur of the following,  unless extended by mutual  agreement
       of the parties:

              a.     An official customer announcement that an award will not be
                     made based on the Opportunity.

              b.     An official customer  announcement that the Opportunity has
                     been canceled.

              c.     An official  customer  announcement that the program giving
                     rise to the Opportunity has been canceled.

              d.     Upon the award of a prime contract for the Opportunity to a
                     contractor other than the Subcontractor or Prime.

              e.     The  customer   selects  either  party  but  not  both,  to
                     participate  with  one or  more  other  contractors  on the
                     Opportunity.

              f.     The  Prime is unable to  obtain  customer  approval  of the
                     Subcontractor,  and the terms of the  proposed  subcontract
                     cannot  reasonably  be  altered  to obtain  the  customer's
                     approval.

              g.     Mutual consent of both parties by written agreement.

              h.     Inability of Subcontractor and Prime,  after negotiating in
                     good  faith,   to  reach   agreement  on  the  terms  of  a
                     subcontract.

              i.     Either  party is legally  barred  from  participating  in a
                     particular Opportunity.

       Either party may terminate  this  Agreement for  convenience by providing
       thirty (30) days written  notice to the other  party.  Unless the parties
       otherwise  agree in writing,  a  termination  for  convenience  shall not
       terminate any existing Opportunity Plans. Existing Opportunity Plans will
       terminate as provided above.

19.    If a particular  Opportunity  is  terminated  pursuant to  paragraph  18,
       either party shall be free to pursue the Opportunity in association  with
       the successful  contractor or a third party, subject to the provisions of
       paragraph 17 with respect to Confidential Information.

20.    Except  as  the  customer   requests,   the  parties  will  not  actively
       participate in efforts that compete with an  Opportunity  Plan or compete
       independently for work covered by an Opportunity Plan during the duration
       of the Plan. "Active participation"  includes the exchange of Opportunity
       specific technical data with competitors and the formulation of marketing
       strategies.

21.    Subject to each party's right to seek injunctive or equitable relief in a
       court of  competent  jurisdiction,  each  party  agrees  to  resolve  all
       disputes under this Agreement in accordance  with the dispute  resolution
       procedures set forth below.

22.    Each party will promptly notify the other in writing of any dispute.  The
       parties'  designated  representatives  will  meet  within  ten (10)  days
       following the receipt of such written  notice and will attempt to resolve
       the dispute  within  fifteen (15) business  days. If the parties agree, a
       dispute may be mediated. The parties will select a mediator within twenty
       (20) days of agreeing to mediate.  Any claim or dispute arising out of or
       relating to this Agreement shall be resolved by binding arbitration under
       the  Commercial  Rules,  but  not  the  administration,  of the  American
       Arbitration Association. To the extent the Commercial Rules conflict with
       this  provision,  this  Agreement  shall  control.  Either party may seek
       preliminary or permanent rights and/or  remedies,  judicial or otherwise,

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       to maintain the status quo until the arbitration award is rendered or the
       dispute is  otherwise  resolved.  The  arbitration  shall be conducted in
       Denver,  Colorado  and the laws of Colorado  (except its conflict of laws
       provisions) shall govern the interpretation of this Agreement.  Within 10
       calendar days of service of a Demand for  Arbitration,  the parties shall
       agree upon a sole arbitrator. If a sole arbitrator cannot be agreed upon,
       a panel of three  arbitrators shall be named. Each party shall select one
       arbitrator.  The two  arbitrators  selected by the parties shall select a
       knowledgeable  and  impartial  third   arbitrator.   If  the  arbitrators
       appointed by the parties  cannot agree upon the third  arbitrator  within
       ten (10)  calendar  days,  either  party may apply to court of  competent
       jurisdiction to appoint the third arbitrator. There shall be no discovery
       during the  arbitration  other than the exchange of the  information  the
       parties provide to the arbitrator(s).  If damages are to be awarded,  the
       arbitrator(s) shall only award equitable relief and compensatory  damages
       and shall not  award  punitive  or other  non-compensatory  damages.  The
       arbitrator(s)  shall render a decision  within sixty (60)  calendar  days
       after the date of  his/her/their  selection  or within such period as the
       parties may otherwise agree. Each party shall be responsible for the fees
       and  expenses  incurred  by the  arbitrator  it  appointed.  The fees and
       expenses of a sole arbitrator or the third arbitrator (or) shall be borne
       equally. The decision of the arbitrator(s) shall be final and binding and
       may not be appealed.  A party may apply to any court having  jurisdiction
       to obtain a judgment  enforcing  the decision of the  arbitrator(s).  The
       parties may cancel or terminate  this  Agreement in  accordance  with its
       terms and  conditions  without  following the procedures in this Article.
       Any dispute or other action arising out of this Agreement must be brought
       within two years of the date the cause of action accrued.

23.    All notices, certificates, acknowledgments and other reports, shall be in
       writing and shall be deemed  properly  delivered when mailed by certified
       letter (or other express mail which requires receiving  signature) to the
       other party at its address as set forth in the introductory  paragraph to
       this Agreement, or to such other address as either party may designate by
       written notice to the other.

24.    This  Agreement  does not  restrict  the rights of the  parties to quote,
       offer to  sell,  or sell to  others  any  products  or  services  that it
       otherwise regularly offers for sale; provided, those products or services
       are not  uniquely  identified  with  an  Opportunity  and  are not  being
       proposed in response to the Opportunity.

25.    This   Agreement   does  not   constitute  or  create  a  joint  venture,
       partnership,  or formal business  organization of any kind,  other than a
       contractor  team  arrangement.  The rights and obligations of the parties
       are only those expressly set forth in this  Agreement.  Neither party has
       authority to bind the other except to the extent expressly  authorized in
       this Agreement.  The parties shall remain independent  contractors at all
       times and neither party shall act as the agent for the other.

26.    Nothing in this Agreement shall be construed as providing for the sharing
       of profits or losses  arising out of the efforts of either or both of the
       parties.

27.    Neither  party will be  responsible  or liable to the other  party or any
       third party for any lost profits, indirect, special, punitive, incidental
       or consequential damages of any kind.

28.    This  Agreement  may not be assigned or otherwise  transferred  by either
       party in whole or in part without the express  prior  written  consent of
       the other party,  which consent will not  unreasonably  be withheld.  The
       foregoing  will not apply if either party changes its name or merges with
       another corporation.

29.    This Agreement shall not be amended or modified,  nor shall any waiver of
       any right hereunder be effective unless set forth in a document  executed
       by duly  authorized  representatives  of both parties.  The waiver of any
       breach of any term,  covenant or condition  herein contained shall not be
       deemed  to be a  waiver  of  such  term,  covenant  or  condition  or any
       subsequent  breach of the same or any other term,  covenant or  condition
       herein contained.

30.    The content of this Agreement may be made known to  appropriate  customer
       representatives by either party, if requested by the customer.

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31.    Nothing in this  Agreement is intended to affect the rights of a customer
       to negotiate  directly  with either party on any basis that  customer may
       desire.

32.    This Agreement and the  Opportunity  Plans contain all of the agreements,
       representations  and  understandings  of the parties  with respect to its
       subject  matter  and  supersedes  any  and all  previous  understandings,
       commitments or agreement,  oral or written,  related to the Opportunities
       and resulting Contracts or subcontracts.

33.    If any part,  term or  provision  of this  Agreement  shall be held void,
       illegal,  unenforceable,  or in conflict  with any  applicable  law,  the
       validity of the remaining  portions or  provisions  shall not be affected
       thereby.








In witness whereof,  the parties hereto have executed this Agreement on the date
first set forth above.

Accupoll, Inc.                                Alternative Resources Corporation

By:  /s/ Frank Wiebe                          By:  /s/ Steve Purcell
    --------------------------------------    --------------------------------

Name: Frank Wiebe                             Name: Steve Purcell
      ------------------------------------    --------------------------------

Title: President                              Title: Chief Financial Officer
       -----------------------------------    --------------------------------

Date:                                         Date:
      ------------------------------------    --------------------------------


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                        Exhibit No. 1 - Opportunity Plan

                             For Cook County, IL RFP



This  Opportunity  Plan was prepared by AccuPoll and Partner in accordance  with
their Teaming Agreement dated ______________, 200__ and is incorporated into the
Teaming   Agreement   as  Exhibit  No.  1  when   executed  by  the   authorized
representatives of both parties.


1.       Background

         Request  for  Proposal  (RFP)  issued  by Cook  County,  IL and City of
         Chicago, IL on June 14, 2004 for  replacement/upgrade of current voting
         system.  AccuPoll  agreed  to  prime  with  subcontractors  Alternative
         Resources Corporation (ARC) and Synch-Solutions.

2.       Scope and Objectives of Proposal

         A complete proposal for a replacement or upgrade of the existing voting
         system used by Cook County and the City of Chicago.

3.       Roles and Responsibilities

         a.       Prime    Responsibilities:    Prime   Contractor   management,
                  submission  and  execution of the  proposal,  provision of the
                  AccuPoll DRE voting system.

         b.       Subcontractor   Responsibilities:   ARC  to  provide   project
                  management and  deployment  services as required and proposed.
                  Synch-Solutions   to  deliver   training  and  voter  outreach
                  services as required and proposed.

         a.       Joint Responsibilities: Bid and Proposal efforts and costs.


4. Review and Approval

         a.       Proposal: TBD

         b.       Communications: TBD

5. Rules of Engagement

         Each party is responsible for content of the proposal.

6.       Proposal and Delivery Team

         Prime Team Members:  AccuPoll

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         Subcontractor  Team  Members:  Alternative  Resources  Corporation  and
         Synch-Solutions


         Executive Sponsors:        Frank Wiebe (AccuPoll)
                                    -----------------------------------
         Corporation)                                   (Alternative) Resources

                                                        (Synch-Solutions)
                                    ------------------------------------

7.       Initial Investment

         To be determined in subsequent  planning  meetings between the parties.
         Each party will be responsible for its own bid and proposal costs.

8.       Contact Responsibilities

         To be determined in subsequent planning meetings between the parties.


Accupoll, Inc.                             Alternative Resources Corporation

By:  /s/ Frank Wiebe                       By:  /s/ Steve Purcell
    -------------------------------------      ---------------------------

Name:  Frank Wiebe                         Name: Steve Purcell
      -----------------------------------        -------------------------

Title:   President                         Title: Chief Financial Officer
       ----------------------------------        -------------------------

Date:                                                Date:
      -----------------------------------        -------------------------




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