ACCUPOLL HOLDING CORP. 2004 INCENTIVE STOCK PLAN

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         THIS ACCUPOLL  HOLDING CORP.  2004 INCENTIVE STOCK PLAN (the "PLAN") is
designed to retain directors,  executives and selected employees and consultants
and reward them for making  major  contributions  to the success of the Company.
These objectives are accomplished by making long-term incentive awards under the
Plan thereby providing  Participants  with a proprietary  interest in the growth
and performance of the Company.

1.    Definitions.

      (a)   "BOARD" - The Board of Directors of the Company.

      (b)   "CODE" - The Internal  Revenue Code of 1986, as amended from time to
            time.

      (c)   "COMMITTEE" - The Compensation  Committee of the Company's Board, or
            such other committee of the Board that is designated by the Board to
            administer  the Plan,  composed  of not less than two members of the
            Board all of whom are disinterested persons, as contemplated by Rule
            16b-3 ("RULE 16B-3")  promulgated under the Securities  Exchange Act
            of 1934, as amended (the "EXCHANGE ACT").

      (d)   "COMPANY" - Accupoll  Holding Corp. and its  subsidiaries  including
            subsidiaries of subsidiaries.

      (e)   "EXCHANGE  ACT" - The  Securities  Exchange Act of 1934,  as amended
            from time to time. -

      (f)   "FAIR MARKET VALUE" - The fair market value of the Company's  issued
            and  outstanding  Stock as  determined in good faith by the Board or
            Committee.

      (g)   "NEVADA  SECURITIES  RULES" -  Section  90.520(2)(l)  of the  Nevada
            Revised Statutes.

      (h)   "GRANT" - The grant of any form of stock  option,  stock  award,  or
            stock purchase offer,  whether granted singly,  in combination or in
            tandem,  to a  Participant  pursuant to such terms,  conditions  and
            limitations  as the  Committee may establish in order to fulfill the
            objectives of the Plan.

      (i)   "GRANT   AGREEMENT"  -  An  agreement  between  the  Company  and  a
            Participant  that sets forth the terms,  conditions and  limitations
            applicable to a Grant.

      (j)   "OPTION" - Either an Incentive  Stock  Option,  in  accordance  with
            Section 422 of Code,  or a  Nonstatutory  Option,  to  purchase  the
            Company's Stock that may be awarded to a Participant under the Plan.
            A  Participant  who receives an award of an Option shall be referred
            to as an "OPTIONEE."

      (k)   "PARTICIPANT" - A director,  officer,  employee or consultant of the
            Company to whom an Award has been made under the Plan.

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      (l)   "RESTRICTED STOCK PURCHASE OFFER" - A Grant of the right to purchase
            a  specified  number  of  shares  of  Stock  pursuant  to a  written
            agreement issued under the Plan.

      (m)   "SECURITIES  ACT" - The Securities Act of 1933, as amended from time
            to time.

      (n)   "STOCK" - Authorized  and issued or unissued  shares of common stock
            of the Company.

      (o)   "STOCK AWARD" - A Grant made under the Plan in stock or  denominated
            in units of stock for which the  Participant is not obligated to pay
            additional consideration.

2.    Administration.  The Plan shall be  administered  by the  Board,  provided
      however, that the Board may delegate such administration to the Committee.
      Subject to the  provisions  of the Plan,  the Board  and/or the  Committee
      shall have  authority to (a) grant,  in its  discretion,  Incentive  Stock
      Options  in  accordance  with  Section  422 of the Code,  or  Nonstatutory
      Options,  Stock Awards or Restricted Stock Purchase Offers;  (b) determine
      in good faith the fair market value of the Stock covered by any Grant; (c)
      determine  which  eligible  persons shall receive Grants and the number of
      shares, restrictions,  terms and conditions to be included in such Grants;
      (d) construe and interpret  the Plan;  (e)  promulgate,  amend and rescind
      rules and regulations relating to its administration, and correct defects,
      omissions and  inconsistencies  in the Plan or any Grant;  (f)  consistent
      with the Plan and with the  consent of the  Participant,  as  appropriate,
      amend any  outstanding  Grant or amend the exercise date or dates thereof;
      (g)  determine  the duration and purpose of leaves of absence which may be
      granted  to  Participants  without   constituting   termination  of  their
      employment  for the  purpose  of the Plan or any  Grant;  and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The  interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of  the  Board  or the  Committee  shall  be  liable  for  any  action  or
      determination  made in good  faith  with  respect to the Plan or any Grant
      made thereunder.

3.    Eligibility.

      (a)   GENERAL:  The persons who shall be eligible to receive  Grants shall
            be directors, officers, employees or consultants to the Company. The
            term consultant shall mean any person,  other than an employee,  who
            is engaged by the Company to render  services and is compensated for
            such  services.  An  Optionee  may hold  more than one  Option.  Any
            issuance  of a  Grant  to an  officer  or  director  of the  Company
            subsequent to the first registration of any of the securities of the
            Company under the Exchange Act shall comply with the requirements of
            Rule 16b-3.

      (b)   INCENTIVE STOCK OPTIONS:  Incentive Stock Options may only be issued
            to employees of the Company.  Incentive Stock Options may be granted
            to officers or directors,  provided  they are also  employees of the
            Company.  Payment of a  director's  fee shall not be  sufficient  to
            constitute employment by the Company.

                  The Company  shall not grant an  Incentive  Stock Option under
            the Plan to any employee if such Grant would result in such employee
            holding the right to exercise for the first time in any one calendar
            year,  under all Incentive  Stock Options  granted under the Plan

                                      -2-

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            or any other plan maintained by the Company,  with respect to shares
            of Stock having an aggregate fair market value, determined as of the
            date of the Option is granted,  in excess of $100,000.  Should it be
            determined  that an Incentive  Stock Option  granted  under the Plan
            exceeds  such  maximum  for any reason  other than a failure in good
            faith to value the Stock subject to such option,  the excess portion
            of such option shall be  considered a  Nonstatutory  Option.  To the
            extent the employee  holds two (2) or more such Options which become
            exercisable  for the  first  time in the  same  calendar  year,  the
            foregoing  limitation  on  the  exercisability  of  such  Option  as
            Incentive  Stock Options under the Federal tax laws shall be applied
            on the basis of the order in which such Options are granted. If, for
            any reason,  an entire Option does not qualify as an Incentive Stock
            Option by reason of  exceeding  such  maximum,  such Option shall be
            considered a Nonstatutory Option.

      (c)   NONSTATUTORY  OPTION:  The provisions of the foregoing  Section 3(b)
            shall not apply to any Option designated as a "NONSTATUTORY  OPTION"
            or which sets forth the  intention of the parties that the Option be
            a Nonstatutory Option.

      (d)   STOCK AWARDS AND RESTRICTED STOCK PURCHASE OFFERS: The provisions of
            this  Section 3 shall not  apply to any  Stock  Award or  Restricted
            Stock Purchase Offer under the Plan.

4.    Stock.

      (a)   AUTHORIZED STOCK:  Stock subject to Grants may be either unissued or
            reacquired Stock.

      (b)   NUMBER OF SHARES:  Subject to adjustment as provided in Section 5(i)
            of the  Plan,  the total  number  of  shares  of Stock  which may be
            purchased or granted directly by Options, Stock Awards or Restricted
            Stock Purchase Offers, or purchased  indirectly  through exercise of
            Options  granted under the Plan shall not exceed Twelve Million Five
            Hundred  Thousand  (12,500,000).  If any Grant  shall for any reason
            terminate  or expire,  any shares  allocated  thereto but  remaining
            unpurchased  upon such  expiration  or  termination  shall  again be
            available  for Grants with respect  thereto under the Plan as though
            no Grant had  previously  occurred with respect to such shares.  Any
            shares of Stock issued pursuant to a Grant and repurchased  pursuant
            to the terms  thereof shall be available for future Grants as though
            not previously covered by a Grant.

      (c)   RESERVATION OF SHARES:  The Company shall reserve and keep available
            at all times  during  the term of the Plan such  number of shares as
            shall be sufficient  to satisfy the  requirements  of the Plan.  If,
            after  reasonable  efforts,  which  efforts  shall not  include  the
            registration  of the Plan or Grants  under the  Securities  Act, the
            Company is unable to obtain authority from any applicable regulatory
            body,  which  authorization is deemed necessary by legal counsel for
            the Company for the lawful issuance of shares hereunder, the Company
            shall be relieved of any  liability  with  respect to its failure to
            issue and sell the shares for which such requisite  authority was so
            deemed necessary unless and until such authority is obtained.

      (d)   APPLICATION OF FUNDS: The proceeds  received by the Company from the
            sale of Stock  pursuant to the  exercise of Options or rights  under
            Stock  Purchase  Agreements  will  be  used  for  general  corporate
            purposes.

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      (e)   NO OBLIGATION  TO EXERCISE:  The issuance of a Grant shall impose no
            obligation  upon the  Participant  to exercise any rights under such
            Grant.

5.    Terms and  Conditions  of  Options.  Options  granted  hereunder  shall be
      evidenced by agreements between the Company and the respective  Optionees,
      in such form and  substance as the Board or  Committee  shall from time to
      time approve. The form of Incentive Stock Option Agreement attached hereto
      as EXHIBIT A and the three forms of a Nonstatutory  Stock Option Agreement
      for  employees,  for directors  and for  consultants,  attached  hereto as
      EXHIBIT B-1, EXHIBIT B-2 and EXHIBIT B-3, respectively, shall be deemed to
      be approved by the Board. Option agreements need not be identical,  and in
      each  case may  include  such  provisions  as the Board or  Committee  may
      determine,  but all such agreements shall be subject to and limited by the
      following terms and conditions:

      (a)   NUMBER OF SHARES:  Each  Option  shall state the number of shares to
            which it pertains.

      (b)   EXERCISE PRICE:  Each Option shall state the exercise  price,  which
            shall be determined as follows:

            (i)   Any Incentive Stock Option granted to a person who at the time
                  the Option is granted  owns (or is deemed to own  pursuant  to
                  Section  424(d) of the Code)  stock  possessing  more than ten
                  percent (10%) of the total  combined  voting power or value of
                  all classes of stock of the  Company  ("TEN  PERCENT  HOLDER")
                  shall have an exercise  price of no less than 110% of the Fair
                  Market Value of the Stock as of the date of grant; and

            (ii)  Incentive  Stock  Options  granted to a person who at the time
                  the Option is granted is not a Ten Percent  Holder  shall have
                  an  exercise  price of no less  than  100% of the Fair  Market
                  Value of the Stock as of the date of grant.

                  For the purposes of this Section  5(b),  the Fair Market Value
            shall  be  as  determined   by  the  Board  in  good  faith,   which
            determination  shall be conclusive  and binding;  provided  however,
            that if there is a public  market for such  Stock,  the Fair  Market
            Value per share shall be the average of the bid and asked prices (or
            the  closing  price if such stock is listed on the  NASDAQ  National
            Market System or Small Cap Issue Market) on the date of grant of the
            Option, or if listed on a stock exchange,  the closing price on such
            exchange on such date of grant.

      (c)   MEDIUM  AND  TIME  OF  PAYMENT:  The  exercise  price  shall  become
            immediately  due upon  exercise  of the  Option and shall be paid in
            cash or check made  payable  to the  Company.  Should the  Company's
            outstanding  Stock be registered under Section 12(g) of the Exchange
            Act at the time the Option is exercised, then the exercise price may
            also be paid as follows:

            (i)   in  shares of Stock  held by the  Optionee  for the  requisite
                  period  necessary to avoid a charge to the Company's  earnings
                  for  financial  reporting  purposes  and valued at Fair Market
                  Value on the exercise date, or

            (ii)  through a special sale and  remittance  procedure  pursuant to
                  which the  Optionee  shall  concurrently  provide  irrevocable
                  written  instructions  (a) to a Company  designated

                                      -4-

<PAGE>

                  brokerage  firm to effect the immediate  sale of the purchased
                  shares  and  remit to the  Company,  out of the sale  proceeds
                  available on the settlement  date,  sufficient  funds to cover
                  the aggregate  exercise price payable for the purchased shares
                  plus all  applicable  Federal,  state  and  local  income  and
                  employment  taxes  required  to be  withheld by the Company by
                  reason of such  purchase and (b) to the Company to deliver the
                  certificates   for  the  purchased  shares  directly  to  such
                  brokerage firm in order to complete the sale transaction.

                  At the discretion of the Board, exercisable either at the time
            of Option grant or of Option  exercise,  the exercise price may also
            be paid (i) by Optionee's  delivery of a promissory note in form and
            substance  satisfactory  to the  Company and  permissible  under the
            Securities  Rules of the State of Nevada and  bearing  interest at a
            rate determined by the Board in its sole discretion, but in no event
            less  than the  minimum  rate of  interest  required  to  avoid  the
            imputation of compensation  income to the Optionee under the Federal
            tax laws, or (ii) in such other form of  consideration  permitted by
            the Nevada corporations law as may be acceptable to the Board.

      (d)   TERM AND EXERCISE OF OPTIONS:  Any Option  granted to an employee of
            the Company shall become exercisable over a period of no longer than
            five (5) years,  and no less than twenty percent (20%) of the shares
            covered thereby shall become exercisable  annually.  No Option shall
            be exercisable,  in whole or in part, prior to one (1) year from the
            date it is granted  unless the Board  shall  specifically  determine
            otherwise,  as  provided  herein.  In no event  shall any  Option be
            exercisable  after the expiration of ten (10) years from the date it
            is granted,  and no Incentive  Stock Option granted to a Ten Percent
            Holder shall, by its terms,  be exercisable  after the expiration of
            five  (5)  years  from  the  date of the  Option.  Unless  otherwise
            specified  by  the  Board  or  the   Committee  in  the   resolution
            authorizing  such  Option,  the date of grant of an Option  shall be
            deemed  to be the  date  upon  which  the  Board  or  the  Committee
            authorizes the granting of such Option.

                  Each Option shall be  exercisable  to the nearest whole share,
            in installments or otherwise,  as the respective  Option  agreements
            may provide. During the lifetime of an Optionee, the Option shall be
            exercisable  only by the  Optionee  and shall not be  assignable  or
            transferable by the Optionee,  and no other person shall acquire any
            rights therein.  To the extent not exercised,  installments (if more
            than one) shall accumulate, but shall be exercisable, in whole or in
            part,  only  during the period for  exercise as stated in the Option
            agreement, whether or not other installments are then exercisable.

      (e)   TERMINATION  OF STATUS  AS  EMPLOYEE,  CONSULTANT  OR  DIRECTOR:  If
            Optionee's  status as an  employee  shall  terminate  for any reason
            other than Optionee's  disability or death, then Optionee (or if the
            Optionee  shall die after such  termination,  but prior to exercise,
            Optionee's personal representative or the person entitled to succeed
            to the Option)  shall have the right to exercise the portions of any
            of Optionee's  Incentive Stock Options which were  exercisable as of
            the date of such termination,  in whole or in part, not less than 30
            days nor more than three (3) months after such  termination  (or, in
            the event of "TERMINATION FOR GOOD CAUSE" as that term is defined in
            Nevada case law related thereto,  or by the terms of the Plan or the
            Option  Agreement  or an  employment  agreement,  the  Option  shall
            automatically  terminate as of the  termination  of employment as to
            all shares covered by the Option).

                                      -5-

<PAGE>

                  With respect to  Nonstatutory  Options  granted to  employees,
            directors  or  consultants,  the Board may  specify  such period for
            exercise,  not  less  than  30  days  (except  that  in the  case of
            "TERMINATION  FOR CAUSE" or removal of a director,  the Option shall
            automatically  terminate  as of the  termination  of  employment  or
            services as to shares covered by the Option,  following  termination
            of  employment  or  services  as  the  Board  deems  reasonable  and
            appropriate.  The  Option  may be  exercised  only with  respect  to
            installments  that the Optionee  could have exercised at the date of
            termination of employment or services.  Nothing  contained herein or
            in any Option granted  pursuant  hereto shall be construed to affect
            or  restrict in any way the right of the  Company to  terminate  the
            employment or services of an Optionee with or without cause.

      (f)   DISABILITY  OF  OPTIONEE:  If an Optionee  is  disabled  (within the
            meaning of Section 22(e)(3) of the Code) at the time of termination,
            the three (3) month  period  set forth in  Section  5(e)  shall be a
            period,  as determined by the Board and set forth in the Option,  of
            not  less  than  six  months  nor more  than  one  year  after  such
            termination.

      (g)   DEATH OF OPTIONEE: If an Optionee dies while employed by, engaged as
            a  consultant  to, or  serving  as a Director  of the  Company,  the
            portion of such Optionee's  Option which was exercisable at the date
            of death may be exercised, in whole or in part, by the estate of the
            decedent or by a person  succeeding  to the right to  exercise  such
            Option at any time within (i) a period,  as  determined by the Board
            and set forth in the  Option,  of not less than six (6)  months  nor
            more than one (1) year after  Optionee's  death,  which period shall
            not be more, in the case of a Nonstatutory  Option,  than the period
            for exercise  following  termination  of employment or services,  or
            (ii)  during the  remaining  term of the  Option,  whichever  is the
            lesser.  The  Option  may  be so  exercised  only  with  respect  to
            installments  exercisable  at the time of  Optionee's  death and not
            previously exercised by the Optionee.

      (h)   NONTRANSFERABILITY OF OPTION: No Option shall be transferable by the
            Optionee, except by will or by the laws of descent and distribution.

      (i)   RECAPITALIZATION:  Subject to any required  action of  shareholders,
            the number of shares of Stock  covered by each  outstanding  Option,
            and the  exercise  price  per share  thereof  set forth in each such
            Option,  shall  be  proportionately  adjusted  for any  increase  or
            decrease  in the  number  of issued  shares of Stock of the  Company
            resulting  from  a  stock  split,   stock   dividend,   combination,
            subdivision or reclassification of shares, or the payment of a stock
            dividend,  or any other  increase  or decrease in the number of such
            shares  affected  without receipt of  consideration  by the Company;
            provided,  however, the conversion of any convertible  securities of
            the  Company  shall not be deemed  to have  been  "EFFECTED  WITHOUT
            RECEIPT OF CONSIDERATION" by the Company.

                  In the event of a proposed  dissolution  or liquidation of the
            Company,  a merger or  consolidation in which the Company is not the
            surviving  entity,  or a sale  of all  or  substantially  all of the
            assets  or   capital   stock  of  the   Company   (collectively,   a
            "REORGANIZATION"),  unless  otherwise  provided  by the Board,  this
            Option  shall  terminate  immediately  prior  to  such  date  as  is
            determined  by the  Board,  which  date  shall be no later  than the
            consummation  of such  Reorganization.  In such event, if the entity
            which shall be

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<PAGE>

            the surviving entity does not tender to Optionee an offer, for which
            it has no  obligation to do so, to  substitute  for any  unexercised
            Option a stock  option or capital  stock of such  surviving  of such
            surviving entity,  as applicable,  which on an equitable basis shall
            provide the Optionee with substantially the same economic benefit as
            such unexercised  Option, then the Board may grant to such Optionee,
            in its sole and  absolute  discretion  and without  obligation,  the
            right for a period  commencing  thirty (30) days prior to and ending
            immediately  prior  to the date  determined  by the  Board  pursuant
            hereto for termination of the Option or during the remaining term of
            the Option,  whichever  is the lesser,  to  exercise  any  unexpired
            Option or Options  without regard to the  installment  provisions of
            Paragraph  6(d) of the Plan;  provided,  that any such right granted
            shall be granted to all  Optionees not receiving an offer to receive
            substitute options on a consistent basis, and provided further, that
            any such  exercise  shall be  subject  to the  consummation  of such
            Reorganization.

                  Subject to any required action of shareholders, if the Company
            shall be the surviving entity in any merger or  consolidation,  each
            outstanding  Option  thereafter  shall  pertain  to and apply to the
            securities  to which a holder of shares of Stock equal to the shares
            subject to the Option  would  have been  entitled  by reason of such
            merger or consolidation.

                  In the  event  of a change  in the  Stock  of the  Company  as
            presently  constituted,  which is  limited to a change of all of its
            authorized  shares  without par value into the same number of shares
            with a par value, the shares resulting from any such change shall be
            deemed to be the Stock within the meaning of the Plan.

                  To the extent that the foregoing  adjustments  relate to stock
            or securities of the Company,  such adjustments shall be made by the
            Board, whose  determination in that respect shall be final,  binding
            and conclusive.  Except as expressly  provided in this Section 5(i),
            the Optionee  shall have no rights by reason of any  subdivision  or
            consolidation  of shares of stock of any class or the payment of any
            stock  dividend  or any other  increase or decrease in the number of
            shares of stock of any  class,  and the number or price of shares of
            Stock  subject  to any  Option  shall  not be  affected  by,  and no
            adjustment shall be made by reason of, any dissolution, liquidation,
            merger,  consolidation  or sale of assets or capital  stock,  or any
            issue by the  Company of shares of stock of any class or  securities
            convertible into shares of stock of any class.

                  The Grant of an Option  pursuant  to the Plan shall not affect
            in  any  way  the  right  or  power  of  the  Company  to  make  any
            adjustments,  reclassifications,  reorganizations  or changes in its
            capital or business structure or to merge, consolidate, dissolve, or
            liquidate  or to sell or transfer all or any part of its business or
            assets.

      (j)   RIGHTS  AS A  SHAREHOLDER:  An  Optionee  shall  have no rights as a
            shareholder  with  respect to any shares  covered by an Option until
            the effective date of the issuance of the shares following  exercise
            of such  Option  by  Optionee.  No  adjustment  shall  be  made  for
            dividends (ordinary or extraordinary, whether in cash, securities or
            other  property)  or  distributions  or other  rights  for which the
            record date is prior to the date such stock  certificate  is issued,
            except as expressly provided in Section 5(i) hereof.

                                      -7-
<PAGE>

      (k)   MODIFICATION,  ACCELERATION,  EXTENSION,  AND  RENEWAL  OF  OPTIONS:
            Subject to the terms and  conditions  and within the  limitations of
            the Plan,  the Board may  modify an  Option,  or,  once an Option is
            exercisable,  accelerate the rate at which it may be exercised,  and
            may extend or renew  outstanding  Options  granted under the Plan or
            accept  the  surrender  of  outstanding  Options  (to the extent not
            theretofore  exercised) and authorize the granting of new Options in
            substitution  for such Options,  provided such action is permissible
            under  Section  422 of the Code  and the  Nevada  Securities  Rules.
            Notwithstanding  the  provisions of this Section 5(k),  however,  no
            modification  of  an  Option  shall,  without  the  consent  of  the
            Optionee,  alter to the Optionee's detriment or impair any rights or
            obligations under any Option theretofore granted under the Plan.

      (l)   EXERCISE BEFORE  EXERCISE DATE: At the discretion of the Board,  the
            Option may, but need not,  include a provision  whereby the Optionee
            may elect to exercise  all or any portion of the Option prior to the
            stated exercise date of the Option or any installment  thereof.  Any
            shares so  purchased  prior to the  stated  exercise  date  shall be
            subject to repurchase by the Company upon  termination of Optionee's
            employment  as  contemplated  by Section  5(n)  hereof  prior to the
            exercise date stated in the Option and such other  restrictions  and
            conditions as the Board or Committee may deem advisable.

      (m)   OTHER PROVISIONS:  The Option  agreements  authorized under the Plan
            shall contain such other provisions,  including, without limitation,
            restrictions  upon the exercise of the Options,  as the Board or the
            Committee shall deem advisable.  Shares shall not be issued pursuant
            to the exercise of an Option,  if the exercise of such Option or the
            issuance of shares thereunder would violate, in the opinion of legal
            counsel for the Company, the provisions of any applicable law or the
            rules   or   regulations   of   any   applicable   governmental   or
            administrative agency or body, such as the Code, the Securities Act,
            the Exchange Act, the Nevada  Securities Rules,  Nevada  corporation
            law, and the rules  promulgated under the foregoing or the rules and
            regulations of any exchange upon which the shares of the Company are
            listed.  Without  limiting  the  generality  of the  foregoing,  the
            exercise of each Option shall be subject to the condition that if at
            any time the Company shall  determine that (i) the  satisfaction  of
            withholding tax or other similar  liabilities,  or (ii) the listing,
            registration or qualification of any shares covered by such exercise
            upon any  securities  exchange or under any state or federal law, or
            (iii) the consent or approval of any  regulatory  body,  or (iv) the
            perfection  of any  exemption  from any such  withholding,  listing,
            registration,  qualification,  consent or approval is  necessary  or
            desirable in connection with such exercise or the issuance of shares
            thereunder,  then in any such  event,  such  exercise  shall  not be
            effective   unless   such   withholding,    listing    registration,
            qualification,  consent,  approval  or  exemption  shall  have  been
            effected,   obtained  or  perfected   free  of  any  conditions  not
            acceptable to the Company.

      (n)   REPURCHASE AGREEMENT: The Board may, in its discretion, require as a
            condition  to the Grant of an  Option  hereunder,  that an  Optionee
            execute  an  agreement  with  the  Company,  in form  and  substance
            satisfactory   to  the   Board   in  its   discretion   ("REPURCHASE
            AGREEMENT"), (i) restricting the Optionee's right to transfer shares
            purchased  under such Option  without first  offering such shares to
            the  Company or another  shareholder  of the  Company  upon the same
            terms and  conditions as provided  therein;  and (ii) providing that
            upon termination of Optionee's  employment with the Company, for any
            reason,  the Company  (or another  shareholder  of the  Company,  as
            provided in the  Repurchase  Agreement)  shall have the right

                                      -8-

<PAGE>

            at its discretion (or the discretion of such other  shareholders) to
            purchase  and/or redeem all such shares owned by the Optionee on the
            date of  termination  of his or her  employment at a price equal to:
            (A) the fair value of such shares as of such date of termination; or
            (B) if such  repurchase  right lapses at 20% of the number of shares
            per year, the original purchase price of such shares, and upon terms
            of payment  permissible under the Nevada Securities Rules;  provided
            that in the case of Options  or Stock  Awards  granted to  officers,
            directors, consultants or affiliates of the Company, such repurchase
            provisions may be subject to additional or greater  restrictions  as
            determined by the Board or Committee.

6.    Stock Awards and Restricted Stock Purchase Offers.

      (a)   TYPES OF GRANTS.

            (i)   STOCK AWARD. All or part of any Stock Award under the Plan may
                  be  subject  to  conditions  established  by the  Board or the
                  Committee,  and set forth in the Stock Award Agreement,  which
                  may include,  but are not limited to, continuous  service with
                  the  Company,  achievement  of specific  business  objectives,
                  increases in  specified  indices,  attaining  growth rates and
                  other  comparable  measurements of Company  performance.  Such
                  Awards may be based on Fair  Market  Value or other  specified
                  valuation.  All  Stock  Awards  will be made  pursuant  to the
                  execution of a Stock Award Agreement substantially in the form
                  attached hereto as EXHIBIT C.

            (ii)  RESTRICTED STOCK PURCHASE OFFER. A Grant of a Restricted Stock
                  Purchase  Offer  under the Plan  shall be  subject to such (i)
                  vesting contingencies  related to the Participant's  continued
                  association  with the Company  for a  specified  time and (ii)
                  other  specified  conditions  as the Board or Committee  shall
                  determine,  in  their  sole  discretion,  consistent  with the
                  provisions of the Plan. All Restricted  Stock Purchase  Offers
                  shall be made pursuant to a Restricted  Stock  Purchase  Offer
                  substantially in the form attached hereto as EXHIBIT D.

      (b)   CONDITIONS AND RESTRICTIONS.  Shares of Stock which Participants may
            receive as a Stock Award under a Stock Award Agreement or Restricted
            Stock  Purchase  Offer under a Restricted  Stock  Purchase Offer may
            include such restrictions as the Board or Committee,  as applicable,
            shall  determine,  including  restrictions  on transfer,  repurchase
            rights,  right of first  refusal,  and forfeiture  provisions.  When
            transfer  of  Stock  is  so  restricted  or  subject  to  forfeiture
            provisions it is referred to as "RESTRICTED  STOCK".  Further,  with
            Board or  Committee  approval,  Stock  Awards  or  Restricted  Stock
            Purchase Offers may be deferred,  either in the form of installments
            or a future lump sum distribution. The Board or Committee may permit
            selected  Participants  to  elect to  defer  distributions  of Stock
            Awards  or  Restricted  Stock  Purchase  Offers in  accordance  with
            procedures established by the Board or Committee to assure that such
            deferrals comply with applicable requirements of the Code including,
            at the  choice  of  Participants,  the  capability  to make  further
            deferrals   for   distribution   after   retirement.   Any  deferred
            distribution, whether elected by the Participant or specified by the
            Stock Award  Agreement,  Restricted  Stock Purchase Offers or by the
            Board  or  Committee,  may  require  the  payment  be  forfeited  in
            accordance  with  the  provisions  of  Section  6(c).  Dividends  or
            dividend  equivalent  rights may be extended to and made part of any
            Stock Award or Restricted Stock Purchase Offers denominated in Stock
            or  units  of

                                      -9-

<PAGE>

            Stock,  subject to such terms,  conditions and  restrictions  as the
            Board or Committee may establish.

      (c)   CANCELLATION  AND  RESCISSION  OF  GRANTS.  Unless  the Stock  Award
            Agreement or Restricted  Stock Purchase Offer  specifies  otherwise,
            the Board or Committee,  as  applicable,  may cancel any  unexpired,
            unpaid,  or deferred Grants at any time if the Participant is not in
            compliance with all other  applicable  provisions of the Stock Award
            Agreement or Restricted  Stock Purchase Offer, the Plan and with the
            following conditions:

            (i)   A Participant  shall not render services for any  organization
                  or engage directly or indirectly in any business which, in the
                  judgment  of the chief  executive  officer  of the  Company or
                  other senior officer designated by the Board or Committee,  is
                  or becomes competitive with the Company, or which organization
                  or business, or the rendering of services to such organization
                  or  business,  is or becomes  otherwise  prejudicial  to or in
                  conflict with the interests of the Company.  For  Participants
                  whose  employment  has  terminated,  the judgment of the chief
                  executive officer shall be based on the Participant's position
                  and  responsibilities  while  employed  by  the  Company,  the
                  Participant's  post-employment  responsibilities  and position
                  with the other  organization or business,  the extent of past,
                  current and  potential  competition  or  conflict  between the
                  Company and the other organization or business,  the effect on
                  the Company's  customers,  suppliers and  competitors and such
                  other   considerations   as  are  deemed  relevant  given  the
                  applicable  facts and  circumstances.  A  Participant  who has
                  retired shall be free,  however,  to purchase as an investment
                  or otherwise,  stock or other securities of such  organization
                  or  business  so long as they  are  listed  upon a  recognized
                  securities  exchange  or  traded  over-the-counter,  and  such
                  investment does not represent a substantial  investment to the
                  Participant  or  a  greater  than  ten  percent  (10%)  equity
                  interest in the organization or business.

            (ii)  A Participant  shall not, without prior written  authorization
                  from the Company,  disclose to anyone outside the Company,  or
                  use in other than the  Company's  business,  any  confidential
                  information   or  material,   as  defined  in  the   Company's
                  Proprietary  Information  and  Invention  Agreement or similar
                  agreement regarding confidential  information and intellectual
                  property, relating to the business of the Company, acquired by
                  the  Participant  either during or after  employment  with the
                  Company.

            (iii) A   Participant,   pursuant  to  the   Company's   Proprietary
                  Information and Invention  Agreement,  shall disclose promptly
                  and assign to the Company all right, title and interest in any
                  invention or idea, patentable or not, made or conceived by the
                  Participant during employment by the Company,  relating in any
                  manner to the  actual or  anticipated  business,  research  or
                  development   work  of  the  Company  and  shall  do  anything
                  reasonably  necessary to enable the Company to secure a patent
                  where   appropriate  in  the  United  States  and  in  foreign
                  countries.

            (iv)  Upon exercise,  payment or delivery  pursuant to a Grant,  the
                  Participant   shall  certify  on  a  form  acceptable  to  the
                  Committee  that he or she is in compliance  with the terms and
                  conditions  of the Plan.  Failure  to  comply  with all of the
                  provisions  of this  Section  6(c) prior to, or during the six
                  months after, any exercise,  payment or delivery pursuant

                                      -10-

<PAGE>

                  to a Grant shall cause such  exercise,  payment or delivery to
                  be  rescinded.  The Company  shall notify the  Participant  in
                  writing of any such  rescission  within  two years  after such
                  exercise, payment or delivery. Within ten days after receiving
                  such a notice from the Company,  the Participant  shall pay to
                  the  Company  the  amount  of any  gain  realized  or  payment
                  received  as a result of the  rescinded  exercise,  payment or
                  delivery  pursuant  to a  Grant.  Such  payment  shall be made
                  either in cash or by  returning  to the  Company the number of
                  shares of Stock that the  Participant  received in  connection
                  with the rescinded exercise, payment or delivery.

      (d)   NONASSIGNABILITY.

            (i)   Except  pursuant to Section  6(e)(iii) and except as set forth
                  in Section  6(d)(ii),  no Grant or any other benefit under the
                  Plan shall be  assignable  or  transferable,  or payable to or
                  exercisable  by, anyone other than the  Participant to whom it
                  was granted.

            (ii)  Where a Participant  terminates employment and retains a Grant
                  pursuant  to  Section  6(e)(ii)  in order to assume a position
                  with a  governmental,  charitable or educational  institution,
                  the Board or Committee,  in its  discretion  and to the extent
                  permitted by law, may authorize a third party  (including  but
                  not limited to the trustee of a "blind" trust),  acceptable to
                  the applicable governmental or institutional authorities,  the
                  Participant  and the Board or  Committee,  to act on behalf of
                  the Participant with regard to such Awards.

      (e)   TERMINATION  OF  EMPLOYMENT.  If the  employment  or  service to the
            Company of a Participant  terminates,  other than pursuant to any of
            the following  provisions  under this Section 6(e), all unexercised,
            deferred and unpaid Stock Awards or Restricted Stock Purchase Offers
            shall be cancelled immediately,  unless the Stock Award Agreement or
            Restricted Stock Purchase Offer provides otherwise:

            (i)   RETIREMENT   UNDER  A   COMPANY   RETIREMENT   PLAN.   When  a
                  Participant's  employment terminates as a result of retirement
                  in accordance with the terms of a Company retirement plan, the
                  Board or Committee may permit Stock Awards or Restricted Stock
                  Purchase  Offers  to  continue  in effect  beyond  the date of
                  retirement in accordance  with the applicable  Grant Agreement
                  and the  exercisability  and vesting of any such Grants may be
                  accelerated.

            (ii)  RIGHTS  IN  THE  BEST   INTERESTS  OF  THE  COMPANY.   When  a
                  Participant  resigns  from the Company and, in the judgment of
                  the Board or Committee,  the acceleration  and/or continuation
                  of  outstanding  Stock  Awards or  Restricted  Stock  Purchase
                  Offers  would be in the best  interests  of the  Company,  the
                  Board or Committee may (i) authorize,  where appropriate,  the
                  acceleration  and/or continuation of all or any part of Grants
                  issued prior to such termination and (ii) permit the exercise,
                  vesting  and  payment of such Grants for such period as may be
                  set  forth  in the  applicable  Grant  Agreement,  subject  to
                  earlier cancellation  pursuant to Section 9 or at such time as
                  the Board or Committee  shall deem the  continuation of all or
                  any part of the Participant's  Grants are not in the Company's
                  best interest.

                                      -11-

<PAGE>

            (iii) DEATH OR DISABILITY OF A PARTICIPANT.

                  (1)   In the event of a Participant's death, the Participant's
                        estate or  beneficiaries  shall  have a period up to the
                        expiration date specified in the Grant Agreement  within
                        which to receive or exercise any outstanding  Grant held
                        by the Participant  under such terms as may be specified
                        in the applicable  Grant  Agreement.  Rights to any such
                        outstanding  Grants  shall  pass by will or the  laws of
                        descent and  distribution in the following order: (a) to
                        beneficiaries so designated by the Participant; if none,
                        then (b) to a legal  representative  of the Participant;
                        if none,  then (c) to the  persons  entitled  thereto as
                        determined by a court of competent jurisdiction.  Grants
                        so  passing  shall  be made at  such  times  and in such
                        manner as if the Participant were living.

                  (2)   In the  event a  Participant  is  deemed by the Board or
                        Committee  to be  unable  to  perform  his or her  usual
                        duties by reason of mental disorder or medical condition
                        which does not result  from facts which would be grounds
                        for termination for cause, Grants and rights to any such
                        Grants may be paid to or exercised  by the  Participant,
                        if legally  competent,  or a committee or other  legally
                        designated guardian or representative if the Participant
                        is legally incompetent by virtue of such disability.

                  (3)   After  the death or  disability  of a  Participant,  the
                        Board or  Committee  may in its sole  discretion  at any
                        time (1) terminate restrictions in Grant Agreements; (2)
                        accelerate any or all installments  and rights;  and (3)
                        instruct the Company to pay the total of any accelerated
                        payments  in  a  lump  sum  to  the   Participant,   the
                        Participant's  estate,  beneficiaries or representative;
                        notwithstanding that, in the absence of such termination
                        of restrictions or acceleration of payments,  any or all
                        of the  payments  due under the Grant  might  ultimately
                        have become payable to other beneficiaries.

                  (4)   In the event of uncertainty as to  interpretation  of or
                        controversies    concerning    this   Section   6,   the
                        determinations of the Board or Committee, as applicable,
                        shall be binding and conclusive.

7.    Investment  Intent.  All Grants  under the Plan are  intended to be exempt
      from  registration  under the  Securities  Act  provided  by Section  4(2)
      thereunder.  Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are  registered  under the  Securities Act or
      shall be exempt pursuant to the rules promulgated  thereunder,  each Grant
      under the Plan shall provide that the purchases or other  acquisitions  of
      Stock thereunder shall be for investment  purposes and not with a view to,
      or for resale in  connection  with,  any  distribution  thereof.  Further,
      unless the issuance and sale of the Stock have been  registered  under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the  exercise of the rights under such Grant unless and until (i) all
      then  applicable  requirements  of state and federal  laws and  regulatory
      agencies  shall have been fully complied with to the  satisfaction  of the
      Company and its  counsel,  and (ii) if  requested to do so by the Company,
      the person  exercising  the rights  under the Grant shall (i) give written
      assurances  as  to  knowledge   and   experience  of  such  person  (or  a
      representative  employed by such person) in financial and business matters
      and the ability of such person (or  representative) to evaluate the merits
      and risks of  exercising  the Option,  and (ii) execute and deliver to the
      Company a letter of  investment  intent  and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require.  If

                                      -12-

<PAGE>

      shares are  issued  upon  exercise  of any  rights  under a Grant  without
      registration  under the Securities  Act,  subsequent  registration of such
      shares shall relieve the purchaser thereof of any investment  restrictions
      or representations made upon the exercise of such rights.

8.    Amendment,  Modification,  Suspension or  Discontinuance  of the Plan. The
      Board may, insofar as permitted by law, from time to time, with respect to
      any  shares at the time not  subject  to  outstanding  Grants,  suspend or
      terminate the Plan or revise or amend it in any respect whatsoever, except
      that without the  approval of the  shareholders  of the  Company,  no such
      revision or amendment  shall (i) increase the number of shares  subject to
      the Plan,  (ii)  decrease the price at which Grants may be granted,  (iii)
      materially increase the benefits to Participants, or (iv) change the class
      of persons eligible to receive Grants under the Plan;  provided,  however,
      no such action shall alter or impair the rights and obligations  under any
      Option,  or Stock Award, or Restricted Stock Purchase Offer outstanding as
      of the  date  thereof  without  the  written  consent  of the  Participant
      thereunder. No Grant may be issued while the Plan is suspended or after it
      is terminated, but the rights and obligations under any Grant issued while
      the Plan is in effect shall not be impaired by suspension  or  termination
      of the Plan.

            In the event of any change in the  outstanding  Stock by reason of a
      stock split, stock dividend,  combination or  reclassification  of shares,
      recapitalization, merger, or similar event, the Board or the Committee may
      adjust proportionally (a) the number of shares of Stock (i) reserved under
      the Plan,  (ii)  available  for Incentive  Stock Options and  Nonstatutory
      Options and (iii) covered by outstanding  Stock Awards or Restricted Stock
      Purchase Offers;  (b) the Stock prices related to outstanding  Grants; and
      (c) the appropriate Fair Market Value and other price  determinations  for
      such Grants.  In the event of any other change  affecting the Stock or any
      distribution  (other than normal cash dividends) to holders of Stock, such
      adjustments  as may be deemed  equitable  by the  Board or the  Committee,
      including  adjustments to avoid fractional  shares,  shall be made to give
      proper  effect  to  such  event.  In  the  event  of a  corporate  merger,
      consolidation,    acquisition   of   property   or   stock,    separation,
      reorganization  or  liquidation,  the  Board  or the  Committee  shall  be
      authorized  to  issue  or  assume  stock  options,  whether  or  not  in a
      transaction to which Section 424(a) of the Code applies,  and other Grants
      by means of  substitution  of new Grant  Agreements for previously  issued
      Grants or an assumption of previously issued Grants.

9.    Tax  Withholding.  The Company  shall have the right to deduct  applicable
      taxes from any Grant  payment  and  withhold,  at the time of  delivery or
      exercise of Options,  Stock Awards or Restricted  Stock Purchase Offers or
      vesting of shares under such Grants,  an appropriate  number of shares for
      payment of taxes  required  by law or to take such other  action as may be
      necessary  in the opinion of the Company to satisfy  all  obligations  for
      withholding  of such taxes.  If Stock is used to satisfy tax  withholding,
      such stock  shall be valued  based on the Fair  Market  Value when the tax
      withholding is required to be made.

10.   Availability  of  Information.  During  the  term  of  the  Plan  and  any
      additional  period during which a Grant granted pursuant to the Plan shall
      be  exercisable,  the  Company  shall make  available,  not later than one
      hundred and twenty  (120) days  following  the close of each of its fiscal
      years,  such financial and other  information  regarding the Company as is
      required by the bylaws of the Company and  applicable  law to be furnished
      in an annual report to the shareholders of the Company.

                                      -13-

<PAGE>

11.   Notice.  Any  written  notice  to  the  Company  required  by  any  of the
      provisions of the Plan shall be addressed to the chief  personnel  officer
      or to the  chief  executive  officer  of the  Company,  and  shall  become
      effective when it is received by the office of the chief personnel officer
      or the chief executive officer.

12.   Indemnification   of  Board.   In  addition   to  such  other   rights  or
      indemnifications  as they may have as directors or  otherwise,  and to the
      extent  allowed  by  applicable  law,  the  members  of the  Board and the
      Committee  shall be  indemnified  by the Company  against  the  reasonable
      expenses,  including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim,  action, suit or proceeding,  or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action  taken,  or  failure  to act,  under or in
      connection with the Plan or any Grant granted thereunder,  and against all
      amounts paid by them in settlement  thereof  (provided such  settlement is
      approved by independent  legal counsel selected by the Company) or paid by
      them in  satisfaction  of a judgment  in any such claim,  action,  suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim,  action,  suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of  his or  her  duties;  provided  that  within  sixty  (60)  days  after
      institution  of any such  action,  suit or  Board  proceeding  the  member
      involved shall offer the Company, in writing, the opportunity,  at its own
      expense, to handle and defend the same.

13.   Governing  Law.  The Plan and all  determinations  made and actions  taken
      pursuant hereto,  to the extent not otherwise  governed by the Code or the
      securities laws of the United States,  shall be governed by the law of the
      State of Nevada and construed accordingly.

14.   Effective and Termination  Dates.  The Plan shall become  effective on the
      date it is  approved  by the  holders of a majority of the shares of Stock
      then  outstanding.  The Plan shall  terminate ten years later,  subject to
      earlier termination by the Board pursuant to Section 8.

         The  foregoing  2004  Incentive  Stock  Plan  (consisting  of 14 pages,
including  this page) was duly adopted and approved by the Board of Directors on
____________,  2004 and  subject  to the  approval  of the  shareholders  of the
Corporation on or before __________, 2004.

                                  ACCUPOLL HOLDING CORP.,
                                  a Nevada corporation

                                  By:__________________________
                                        Dennis Vadura
                                  Its:  Chief Executive Officer

                                      -14-

<PAGE>

                                    EXHIBIT A

                             ACCUPOLL HOLDING CORP.
                        INCENTIVE STOCK OPTION AGREEMENT

================================================================================

      THIS INCENTIVE STOCK OPTION  AGREEMENT  ("AGREEMENT")  is made and entered
into as of the date set forth below,  by and between  ACCUPOLL  HOLDING CORP., a
Nevada  corporation  (the  "COMPANY"),  and the employee of the Company named in
Section 1(b). ("OPTIONEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. OPTION INFORMATION.

            (a) Date of Option:
                                     -----------------------------
            (b) Optionee:
                                     -----------------------------
            (c) Number of Shares:
                                     -----------------------------
            (d) Exercise Price:
                                     -----------------------------

      2. ACKNOWLEDGEMENTS.

            (a) Optionee is an employee of the Company.

            (b) The Board of Directors  (the "BOARD" which term shall include an
      authorized  committee of the Board of Directors) and  shareholders  of the
      Company have heretofore  adopted a 2004 Incentive Stock Plan (the "PLAN"),
      pursuant to which this Option is being granted.

            (c)  The  Board  has  authorized  the  granting  to  Optionee  of an
      incentive  stock  option  ("OPTION")  as  defined  in  Section  422 of the
      Internal Revenue Code of 1986, as amended, (the "CODE") to purchase shares
      of common  stock of the Company  ("STOCK")  upon the terms and  conditions
      hereinafter  stated and pursuant to an exemption from  registration  under
      the Securities Act of 1933, as amended (the "SECURITIES  ACT") provided by
      Section 4(2) thereunder.

      3.  SHARES;  PRICE.  The Company  hereby  grants to Optionee  the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the  "SHARES")  for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their  sole and  absolute  discretion)  at the  price  per Share set forth in
Section 1(d) above (the  "EXERCISE  PRICE"),  such price being not less than the
fair market value per share of the Shares  covered by this Option as of the date
hereof (unless  Optionee is the owner of Stock possessing ten percent or more of
the total voting  power or value of all  outstanding  Stock of

<PAGE>

the Company,  in which case the Exercise Price shall be no less than 110% of the
fair market value of such Stock).

      4. TERM OF OPTION;  CONTINUATION OF EMPLOYMENT.  This Option shall expire,
and all rights  hereunder to purchase the Shares shall  terminate  five (5) from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's  employment if
such termination  occurs prior to the end of such five (5) year period.  Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her  employment by the Company or to interfere  with the right of the Company
to terminate  such  employment  or to increase or decrease the  compensation  of
Optionee from the rate in existence at the date hereof.

      5.  VESTING  OF  OPTION.  Subject to the  provisions  of  Sections 7 and 8
hereof,  this Option  shall  become  exercisable  during the term of  Optionee's
employment in four (4) equal annual installments of twenty-five percent (25%) of
the Shares  covered by this Option,  the first  installment to be exercisable on
the six (6) month  anniversary of the date of this Option (the "Initial  Vesting
Date"),  with an additional  twenty-five  percent (25%) of such Shares  becoming
exercisable  on each of the three  (3)  successive  twelve  (12)  month  periods
following the Initial Vesting Date. The installments  shall be cumulative (i.e.,
this option may be exercised, as to any or all Shares covered by an installment,
at any  time or  times  after  an  installment  becomes  exercisable  and  until
expiration or termination of this option).

      6. EXERCISE.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7.  TERMINATION OF  EMPLOYMENT.  If Optionee shall cease to be employed by
the Company for any reason, whether voluntarily or involuntarily,  other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such  exercise  date,  Optionee's  personal  representative  or the
person  entitled  to  succeed  to the  Option)  shall have the right at any time
within  three  (3)  months  following  such  termination  of  employment  or the
remaining term of this Option,  whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent,  that this Option was
exercisable  as of the date of  termination of employment and had not previously
been  exercised;  provided,  however:  (i) if Optionee is  permanently  disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination,
the  foregoing  three (3) month period  shall be extended to six (6) months;  or
(ii) if Optionee is  terminated  "FOR CAUSE" as that term is defined under Title
53 of the Nevada Revised Statutes and case law related thereto,  or by the terms
of the Plan or this Option Agreement or by any employment  agreement between the
Optionee and the Company,  this Option shall  automatically  terminate as to all
Shares covered by this Option not exercised prior to termination. Unless earlier
terminated,  all rights  under this Option  shall  terminate in any event on the
expiration date of this Option as defined in Section 4 hereof.

                                      -2-

<PAGE>

      8. DEATH OF OPTIONEE. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

      9.  NO  RIGHTS  AS  SHAREHOLDER.  Optionee  shall  have  no  rights  as  a
shareholder with respect to the Shares covered by any installment of this Option
until the  effective  date of  issuance  of Shares  following  exercise  of this
Option,  and no adjustment  will be made for dividends or other rights for which
the record date is prior to the date such stock  certificate or certificates are
issued except as provided in Section 10 hereof.

      10.  RECAPITALIZATION.  Subject to any required action by the shareholders
of the Company,  the number of Shares  covered by this Option,  and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares  resulting  from a subdivision or  consolidation  of
shares or the payment of a stock dividend,  or any other increase or decrease in
the number of such  shares  effected  without  receipt of  consideration  by the
Company;  provided however that the conversion of any convertible  securities of
the  Company  shall not be deemed  having  been  "EFFECTED  WITHOUT  RECEIPT  OF
CONSIDERATION BY THE COMPANY".

      In the event of a proposed  dissolution or  liquidation of the Company,  a
merger or consolidation in which the Company is not the surviving  entity,  or a
sale of all or  substantially  all of the assets or capital stock of the Company
(collectively, a "REORGANIZATION"), unless otherwise provided by the Board, this
Option shall  terminate  immediately  prior to such date as is determined by the
Board,   which  date  shall  be  no  later   than  the   consummation   of  such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer,  for which it has no  obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity,  as applicable,  which on an equitable basis
shall provide the Optionee with  substantially the same economic benefit as such
unexercised Option,  then the Board may grant to such Optionee,  in its sole and
absolute  discretion and without  obligation,  the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant  hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options  without  regard to the  installment  provisions of Section 5; provided,
however,  that  such  exercise  shall be  subject  to the  consummation  of such
Reorganization.

      Subject to any required action by the shareholders of the Company,  if the
Company  shall be the  surviving  entity in any  merger or  consolidation,  this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such  merger  or  consolidation,  and the  installment  provisions  of
Section 5 shall continue to apply.

      In the  event  of a change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares

                                      -3-

<PAGE>

of Stock with a par value,  the shares  resulting  from any such change shall be
deemed to be the Shares within the meaning of this Option.

      To  the  extent  that  the  foregoing  adjustments  relate  to  shares  or
securities of the Company,  such adjustments  shall be made by the Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
hereinbefore expressly provided,  Optionee shall have no rights by reason of any
subdivision or  consolidation  of shares of Stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class,  and the number and price of Shares  subject to this  Option
shall not be  affected  by, and no  adjustments  shall be made by reason of, any
dissolution,  liquidation,  merger,  consolidation  or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11.  ADDITIONAL   CONSIDERATION.   Should  the  Internal  Revenue  Service
determine  that the Exercise  Price  established by the Board as the fair market
value per Share is less than the fair  market  value per Share as of the date of
Option grant, Optionee hereby agrees to tender such additional consideration, or
agrees to tender  upon  exercise of all or a portion of this  Option,  such fair
market value per Share as is determined by the Internal Revenue Service.

      12.  MODIFICATIONS,  EXTENSION  AND  RENEWAL  OF  OPTIONS.  The  Board  or
Committee,  as described in the Plan, may modify, extend or renew this Option or
accept the  surrender  thereof  (to the extent not  theretofore  exercised)  and
authorize the granting of a new option in substitution  therefore (to the extent
not theretofore exercised), subject at all times to the Plan, and Section 422 of
the Code.  Notwithstanding  the  foregoing  provisions  of this  Section  12, no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.

      13. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER.

            (a) Optionee  represents and agrees that if Optionee  exercises this
      Option in whole or in part,  Optionee will in each case acquire the Shares
      upon such exercise for the purpose of  investment  and not with a view to,
      or for resale in connection with, any distribution  thereof; and that upon
      such exercise of this Option in whole or in part,  Optionee (or any person
      or persons  entitled  to  exercise  this Option  under the  provisions  of
      Sections 7 and 8 hereof) shall furnish to the Company a written  statement
      to such effect,  satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either  before or after the  exercise  of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment  representation
      and  agreement  and shall not be required to furnish the Company  with the
      foregoing written statement.

            (b) Optionee further  represents that Optionee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions

                                      -4-

<PAGE>

      of  the  Company   concerning  its  business,   operations  and  financial
      condition,  and to obtain additional  information  reasonably necessary to
      verify the accuracy of such information.

            (c)  Unless  and until the  Shares  represented  by this  Option are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED  ____________  BETWEEN
      THE COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES
      WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

such other  legend or legends as the Company and its counsel  deem  necessary or
appropriate.  Appropriate stop transfer  instructions with respect to the Shares
have been placed with the Company's transfer agent.

      14. EFFECTS OF EARLY DISPOSITION. Optionee understands that if an Optionee
disposes  of shares  acquired  hereunder  within two (2) years after the date of
this  Option or within one (1) year after the date of issuance of such shares to
Optionee,  such  Optionee  will be treated  for income  tax  purposes  as having
received  ordinary income at the time of such disposition of an amount generally
measured by the difference  between the purchase price and the fair market value
of such  stock  on the  date of  exercise,  subject  to  adjustment  for any tax
previously  paid,  in  addition to any tax on the  difference  between the sales
price and Optionee's  adjusted cost basis in such shares.  The foregoing  amount
may be measured  differently if Optionee is an officer,  director or ten percent
holder of the  Company.  Optionee  agrees to notify the Company  within ten (10)
working days of any such disposition.

      15.  STAND-OFF  AGREEMENT.  Optionee  agrees that in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective date of registration of such offering.

                                      -5-

<PAGE>

      16. RESTRICTION UPON TRANSFER.  The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

            (a) REPURCHASE  RIGHT ON TERMINATION  OTHER THAN FOR CAUSE.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one of (i) termination of Optionee's employment by the Company,  voluntary
      or  involuntary  and with or without  cause;  (ii)  retirement or death of
      Optionee;  (iii)  bankruptcy  of  Optionee,  which shall be deemed to have
      occurred as of the date on which a voluntary  or  involuntary  petition in
      bankruptcy  is  filed  with  a  court  of  competent  jurisdiction;   (iv)
      dissolution  of the  marriage of  Optionee,  to the extent that any of the
      Shares are  allocated  as the sole and  separate  property  of  Optionee's
      spouse  pursuant  thereto (in which case this Section  shall only apply to
      the Shares so affected);  or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement.  Upon the
      occurrence  of a Repurchase  Event,  the Company shall have the right (but
      not an  obligation)  to  repurchase  all or any  portion  of the Shares of
      Optionee  at a price  equal to the fair value of the Shares as of the date
      of the Repurchase Event.

            (b)  REPURCHASE  RIGHT  ON  TERMINATION  FOR  CAUSE.  In  the  event
      Optionee's  employment is terminated by the Company "FOR CAUSE",  then the
      Company shall have the right (but not an obligation) to repurchase  Shares
      of  Optionee  at a price equal to the  Exercise  Price.  Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement;  and shall  thereafter  lapse at the
      rate of twenty percent (20%) of the Shares on each anniversary of the date
      of this Agreement.  In addition,  the Company shall have the right, in the
      sole  discretion of the Board and without  obligation,  to repurchase upon
      termination  for cause all or any portion of the Shares of Optionee,  at a
      price equal to the fair value of the Shares as of the date of termination,
      which  right is not  subject to the  foregoing  lapsing of rights.  In the
      event the Company elects to repurchase the Shares,  the stock certificates
      representing  the same shall  forthwith  be  returned  to the  Company for
      cancellation.

            (c)  EXERCISE  OF  REPURCHASE  RIGHT.  Any  Repurchase  Right  under
      Paragraphs  16(a) or 16(b) shall be exercised by giving notice of exercise
      as provided  herein to Optionee or the estate of Optionee,  as applicable.
      Such right shall be exercised,  and the repurchase  price thereunder shall
      be paid, by the Company  within a ninety (90) day period  beginning on the
      date of notice to the Company of the occurrence of such  Repurchase  Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the  occurrence of the  Repurchase  Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check  drafted  on  immediately  available  funds)  or  cancellation  of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not  purchase  all  such  Shares  because  it is  unable  to meet  the
      financial  tests set forth in Nevada  and/or Nevada  corporation  law, the
      Company shall have the right to purchase as many Shares as it is permitted
      to purchase under such  sections.  Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 16.

                                      -6-

<PAGE>

            (d)  RIGHT  OF FIRST  REFUSAL.  In the  event  Optionee  desires  to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company.  Optionee shall deliver to the Company
      written notice of the intended sale,  such notice to specify the number of
      Shares to be sold, the proposed  purchase price and terms of payment,  and
      grant the Company an option for a period of thirty days following  receipt
      of such  notice to  purchase  the  offered  Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase  price in the manner  provided in the notice.  If the Company
      does not purchase  all of the Shares so offered  during  foregoing  option
      period,  Optionee  shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days  following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable  terms than those
      offered to the Company.

            (e)  ACCEPTANCE  OF  RESTRICTIONS.  Acceptance  of the Shares  shall
      constitute the Optionee's agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions,  however,  so  long as the  Optionee  is the  holder  of the
      Shares,  or any  portion  thereof,  he shall be  entitled  to receive  all
      dividends  declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f)  PERMITTED  TRANSFERS.  Notwithstanding  any  provisions in this
      Section 16 to the contrary,  the Optionee may transfer  Shares  subject to
      this Agreement to his or her parents,  spouse, children, or grandchildren,
      or a trust for the  benefit  of the  Optionee  or any such  transferee(s);
      provided,  that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this  Agreement  (all  references to the Optionee
      herein  shall  in such  cases  refer  mutatis  mutandis  to the  permitted
      transferee, except in the case of clause (iv) of Section 16(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that  notwithstanding any other provisions in this Agreement,  a permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Optionee and the Company.

            (g) RELEASE OF RESTRICTIONS ON SHARES.  All other restrictions under
      this Section 16 shall  terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      17.  NOTICES.  Any notice  required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be  delivered  upon  receipt
or, in the case of notices by the  Company,  five (5) days after  deposit in the
U.S. mail,  postage prepaid,  addressed to Optionee at the address last provided
to the Company by Optionee for his or her employee records.

      18.  AGREEMENT  SUBJECT  TO PLAN;  APPLICABLE  LAW.  This  Option  is made
pursuant to the Plan and shall be  interpreted  to comply  therewith.  A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company.  Any  provision  of this  Option  inconsistent  with the Plan  shall be
considered  void and replaced with the  applicable  provision of the Plan.  This
Option has been granted,  executed and delivered in the State of Nevada, and the
interpretation and

                                      -7-

<PAGE>

enforcement  shall be governed by the laws thereof and subject to the  exclusive
jurisdiction of the courts therein.

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                OPTIONEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

             (ONE OF THE FOLLOWING, AS APPROPRIATE, SHALL BE SIGNED)

I  certify  that as of the              By his or her  signature,  the spouse of
date hereof I am unmarried              Optionee  hereby  agrees  to be bound by
                                        the    provisions   of   the   foregoing
                                        INCENTIVE STOCK OPTION AGREEMENT


--------------------------              ----------------------------------------
Optionee                                Spouse of Optionee

                                       -8-

<PAGE>

                                   Appendix A
                                   ----------

                               NOTICE OF EXERCISE

ACCUPOLL HOLDING CORP.
103 Foulk Road
Wilmington, DE 19803

      Re: Incentive Stock Option

      Notice is hereby given pursuant to Section 6 of my Incentive  Stock Option
Agreement  that I elect to purchase  the number of shares set forth below at the
exercise price set forth in my option agreement:

      Incentive Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby  confirm  that such  shares are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2004 Incentive Stock Plan.

                                                  By:  ______________________
                                                       (SIGNATURE)
                                                  Name:______________________

                                   Appendix A

<PAGE>

                                   EXHIBIT B-1

                             ACCUPOLL HOLDING CORP.
                  EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS EMPLOYEE  NONSTATUTORY  STOCK OPTION AGREEMENT  ("AGREEMENT") is made
and entered into as of the date set forth below, by and between ACCUPOLL HOLDING
CORP., a Nevada  corporation (the "COMPANY"),  and the following employee of the
Company ("OPTIONEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1.    OPTION INFORMATION.

            (a)   Date of Option:
                                      -----------------------------
            (b)   Optionee:
                                      -----------------------------
            (c)   Number of Shares:
                                      -----------------------------
            (d)   Exercise Price:
                                      -----------------------------

      2.    ACKNOWLEDGEMENTS.

            (a)   Optionee is an employee of the Company.

            (b) The Board of Directors  (the "BOARD" which term shall include an
      authorized  committee of the Board of Directors) and  shareholders  of the
      Company have heretofore  adopted a 2004 Incentive Stock Plan (the "PLAN"),
      pursuant to which this Option is being granted; and

            (c)  The  Board  has  authorized  the  granting  to  Optionee  of  a
      nonstatutory stock option ("OPTION") to purchase shares of common stock of
      the Company ("STOCK") upon the terms and conditions hereinafter stated and
      pursuant to an exemption  from  registration  under the  Securities Act of
      1933,  as  amended  (the  "SECURITIES   ACT")  provided  by  Section  4(2)
      thereunder.

      3. SHARES; PRICE. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in  Section  1(c)  above  (the  "SHARES")  for cash (or other
consideration  as is  authorized  under the Plan and  acceptable to the Board of
Directors of the Company,  in their sole and absolute  discretion)  at the price
per Share set forth in Section  1(d) above (the  "EXERCISE  PRICE"),  such price
being not less than eighty-five percent (85%) of the fair market value per share
of the Shares covered by this Option as of the date hereof.

      4. TERM OF OPTION;  CONTINUATION OF SERVICE. This Option shall expire, and
all rights hereunder to purchase the Shares shall terminate, five (5) years from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's  employment if
such termination  occurs prior to the end of such five (5) year period.  Nothing
contained herein shall confer upon Optionee the right to

                                       1

<PAGE>

the  continuation  of his or her  employment by the Company or to interfere with
the right of the Company to terminate such employment or to increase or decrease
the compensation of Optionee from the rate in existence at the date hereof.

      5.  VESTING  OF  OPTION.  Subject to the  provisions  of  Sections 7 and 8
hereof,  this Option  shall  become  exercisable  during the term of  Optionee's
employment in five (5) equal annual  installments of twenty percent (20%) of the
Shares  covered by this Option,  the first  installment to be exercisable on the
first anniversary of the date of this Option,  with an additional twenty percent
(20%) of such Shares  becoming  exercisable  on each of the four (4)  successive
anniversary  dates. The installments  shall be cumulative (i.e., this option may
be exercised, as to any or all shares covered by an installment,  at any time or
times  after  an  installment   becomes  exercisable  and  until  expiration  or
termination of this option).

      6. EXERCISE.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as APPENDIX A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7.  TERMINATION OF  EMPLOYMENT.  If Optionee shall cease to be employed by
the Company for any reason, whether voluntarily or involuntarily,  other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such  exercise  date,  Optionee's  personal  representative  or the
person  entitled  to  succeed  to the  Option)  shall have the right at any time
within  three  (3)  months  following  such  termination  of  employment  or the
remaining term of this Option,  whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent,  that this Option was
exercisable  as of the date of  termination of employment and had not previously
been  exercised;  provided,  however:  (i) if Optionee is  permanently  disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination,
the  foregoing  three (3) month period  shall be extended to six (6) months;  or
(ii) if Optionee is  terminated  "for cause" as that term is defined under Title
53 of the Nevada Revised Statutes and case law related thereto,  or by the terms
of the Plan or this Option Agreement or by any employment  agreement between the
Optionee and the Company,  this Option shall  automatically  terminate as to all
Shares covered by this Option not exercised prior to termination.

      Unless earlier terminated, all rights under this Option shall terminate in
any event on the expiration date of this Option as defined in Section 4 hereof.

      8. DEATH OF OPTIONEE. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option

                                       2

<PAGE>

as of the date of Optionee's death;  provided, in any case, that this Option may
be so  exercised  only to the extent  that this Option has not  previously  been
exercised by Optionee.

      9.  NO  RIGHTS  AS  SHAREHOLDER.  Optionee  shall  have  no  rights  as  a
shareholder with respect to the Shares covered by any installment of this Option
until the effective  date of issuance of the Shares  following  exercise of this
Option,  and no adjustment  will be made for dividends or other rights for which
the record date is prior to the date such stock  certificate or certificates are
issued except as provided in Section 10 hereof.

      10.  RECAPITALIZATION.  Subject to any required action by the shareholders
of the Company,  the number of Shares  covered by this Option,  and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares  resulting  from a subdivision or  consolidation  of
shares or the payment of a stock dividend,  or any other increase or decrease in
the number of such  shares  effected  without  receipt of  consideration  by the
Company;  provided however that the conversion of any convertible  securities of
the  Company  shall not be deemed  having  been  "effected  without  receipt  of
consideration by the Company".

      In the event of a proposed  dissolution or  liquidation of the Company,  a
merger or consolidation in which the Company is not the surviving  entity,  or a
sale of all or  substantially  all of the assets or capital stock of the Company
(collectively, a "REORGANIZATION"), unless otherwise provided by the Board, this
Option shall  terminate  immediately  prior to such date as is determined by the
Board,   which  date  shall  be  no  later   than  the   consummation   of  such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer,  for which it has no  obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity,  as applicable,  which on an equitable basis
shall provide the Optionee with  substantially the same economic benefit as such
unexercised Option,  then the Board may grant to such Optionee,  in its sole and
absolute  discretion and without  obligation,  the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant  hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options  without  regard to the  installment  provisions of Section 5; provided,
however,  that  such  exercise  shall be  subject  to the  consummation  of such
Reorganization.

      Subject to any required action by the shareholders of the Company,  if the
Company  shall be the  surviving  entity in any  merger or  consolidation,  this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such  merger  or  consolidation,  and the  installment  provisions  of
Section 5 shall continue to apply.

      In the  event  of a change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option.

                                       3

<PAGE>

      To  the  extent  that  the  foregoing  adjustments  relate  to  shares  or
securities of the Company,  such adjustments  shall be made by the Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
hereinbefore expressly provided,  Optionee shall have no rights by reason of any
subdivision or  consolidation  of shares of Stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class,  and the number and price of Shares  subject to this  Option
shall not be  affected  by, and no  adjustments  shall be made by reason of, any
dissolution,  liquidation,  merger,  consolidation  or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11.  TAXATION UPON EXERCISE OF OPTION.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

      12.  MODIFICATION,   EXTENSION  AND  RENEWAL  OF  OPTIONS.  The  Board  or
Committee,  as described in the Plan, may modify, extend or renew this Option or
accept the  surrender  thereof  (to the extent not  theretofore  exercised)  and
authorize the granting of a new option in substitution  therefore (to the extent
not theretofore  exercised),  subject at all times to the Plan, the Code and the
Nevada  Securities  Rules.  Notwithstanding  the  foregoing  provisions  of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

      13. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER.

            (a) Optionee  represents and agrees that if Optionee  exercises this
      Option in whole or in part,  Optionee will in each case acquire the Shares
      upon such exercise for the purpose of  investment  and not with a view to,
      or for resale in connection with, any distribution  thereof; and that upon
      such exercise of this Option in whole or in part,  Optionee (or any person
      or persons  entitled  to  exercise  this Option  under the  provisions  of
      Sections 7 and 8 hereof) shall furnish to the Company a written  statement
      to such effect,  satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either

                                       4

<PAGE>

      before  or after the  exercise  of this  Option  in whole or in part,  the
      Optionee shall be relieved of the foregoing investment  representation and
      agreement  and shall not be  required  to  furnish  the  Company  with the
      foregoing written statement.

            (b) Optionee further  represents that Optionee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions  of the Company  concerning  its  business,
      operations and financial condition,  and to obtain additional  information
      reasonably necessary to verify the accuracy of such information

            (c)  Unless  and until the  Shares  represented  by this  Option are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT  CERTAIN  NONSTATUTORY  STOCK  OPTION  AGREEMENT  DATED  ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH  RESTRICTS  THE TRANSFER OF THESE
      SHARES  WHICH ARE  SUBJECT TO  REPURCHASE  BY THE  COMPANY  UNDER  CERTAIN
      CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14.  STAND-OFF  AGREEMENT.  Optionee  agrees that, in connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective date of registration of such offering.

                                       5

<PAGE>

      15. RESTRICTION UPON TRANSFER.  The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

            (a) Repurchase  Right on Termination  Other Than for Cause.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one of (i) termination of Optionee's employment by the Company,  voluntary
      or  involuntary  and with or without  cause;  (ii)  retirement or death of
      Optionee;  (iii)  bankruptcy  of  Optionee,  which shall be deemed to have
      occurred as of the date on which a voluntary  or  involuntary  petition in
      bankruptcy  is  filed  with  a  court  of  competent  jurisdiction;   (iv)
      dissolution  of the  marriage of  Optionee,  to the extent that any of the
      Shares are  allocated  as the sole and  separate  property  of  Optionee's
      spouse  pursuant  thereto (in which case, this Section shall only apply to
      the Shares so affected);  or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement.  Upon the
      occurrence  of a Repurchase  Event,  the Company shall have the right (but
      not an  obligation)  to  repurchase  all or any  portion  of the Shares of
      Optionee  at a price  equal to the fair value of the Shares as of the date
      of the Repurchase Event.

            (b)  Repurchase  Right  on  Termination  for  Cause.  In  the  event
      Optionee's  employment is terminated by the Company "for cause",  then the
      Company shall have the right (but not an obligation) to repurchase  Shares
      of  Optionee  at a price equal to the  Exercise  Price.  Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement;  and shall  thereafter  lapse at the
      rate of twenty percent (20%) of the Shares on each anniversary of the date
      of this Agreement.  In addition,  the Company shall have the right, in the
      sole  discretion of the Board and without  obligation,  to repurchase upon
      termination  for cause all or any portion of the Shares of Optionee,  at a
      price equal to the fair value of the Shares as of the date of termination,
      which  right is not  subject to the  foregoing  lapsing of rights.  In the
      event the Company elects to repurchase the Shares,  the stock certificates
      representing  the same shall  forthwith  be  returned  to the  Company for
      cancellation.

            (c)  Exercise  of  Repurchase  Right.  Any  Repurchase  Right  under
      Paragraphs  15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided  herein to Optionee or the estate of Optionee,  as applicable.
      Such right shall be exercised,  and the repurchase  price thereunder shall
      be paid, by the Company  within a ninety (90) day period  beginning on the
      date of notice to the Company of the occurrence of such  Repurchase  Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the  occurrence of the  Repurchase  Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check  drafted  on  immediately  available  funds)  or  cancellation  of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not  purchase  all  such  Shares  because  it is  unable  to meet  the
      financial tests set forth in the Nevada and/or Nevada corporation law, the
      Company shall have the right to purchase as many Shares as it is permitted
      to purchase under such  sections.  Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 15.

                                       6

<PAGE>

            (d)  Right  of First  Refusal.  In the  event  Optionee  desires  to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company.  Optionee shall deliver to the Company
      written notice of the intended sale,  such notice to specify the number of
      Shares to be sold, the proposed  purchase price and terms of payment,  and
      grant the Company an option for a period of thirty days following  receipt
      of such  notice to  purchase  the  offered  Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase  price in the manner  provided in the notice.  If the Company
      does not purchase  all of the Shares so offered  during  foregoing  option
      period,  Optionee  shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days  following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable  terms than those
      offered to the Company.

            (e)  Acceptance  of  Restrictions.  Acceptance  of the Shares  shall
      constitute the Optionee's agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions,  however,  so  long as the  Optionee  is the  holder  of the
      Shares,  or any  portion  thereof,  he shall be  entitled  to receive  all
      dividends  declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f)  Permitted  Transfers.  Notwithstanding  any  provisions in this
      Section 15 to the contrary,  the Optionee may transfer  Shares  subject to
      this Agreement to his or her parents,  spouse, children, or grandchildren,
      or a trust for the  benefit  of the  Optionee  or any such  transferee(s);
      provided,  that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this  Agreement  (all  references to the Optionee
      herein  shall  in such  cases  refer  mutatis  mutandis  to the  permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that  notwithstanding any other provisions in this Agreement,  a permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares.  All other restrictions under
      this Section 15 shall  terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      16.  NOTICES.  Any notice  required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be  delivered  upon  receipt
or, in the case of notices by the  Company,  five (5) days after  deposit in the
U.S. mail,  postage prepaid,  addressed to Optionee at the address last provided
by Optionee for his or her employee records.

      17.  AGREEMENT  SUBJECT  TO PLAN;  APPLICABLE  LAW.  This  Option  is made
pursuant to the Plan and shall be  interpreted  to comply  therewith.  A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company.  Any  provision  of this  Option

                                       7

<PAGE>

inconsistent  with  the Plan  shall be  considered  void and  replaced  with the
applicable  provision of the Plan.  This Option has been  granted,  executed and
delivered in the State of Nevada,  and the  interpretation and enforcement shall
be governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                OPTIONEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

             (ONE OF THE FOLLOWING, AS APPROPRIATE, SHALL BE SIGNED)

I  certify  that as of the              By his or her  signature,  the spouse of
date hereof I am unmarried              Optionee  hereby  agrees  to be bound by
                                        the    provisions   of   the   foregoing
                                        INCENTIVE STOCK OPTION AGREEMENT


--------------------------              ----------------------------------------
Optionee                                Spouse of Optionee

                                       8

<PAGE>

                                   APPENDIX A
                                   ----------

                               NOTICE OF EXERCISE

Accupoll Holding Corp.
103 Foulk Road
Wilmington, DE 19803

      Re: Nonstatutory Stock Option

      Notice is hereby  given  pursuant  to Section 6 of my  Nonstatutory  Stock
Option  Agreement  that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby  confirm  that such  shares are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2004 Incentive Stock Plan.

                                                  By:  _________________________
                                                       (SIGNATURE)
                                                  Name:_________________________

                                       9

<PAGE>

                                   EXHIBIT B-2

                             ACCUPOLL HOLDING CORP.
                       NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS NONSTATUTORY STOCK OPTION AGREEMENT ("AGREEMENT") is made and entered
into as of the date set forth below,  by and between  ACCUPOLL  HOLDING CORP., a
Nevada  corporation (the "COMPANY"),  and the following  Director of the Company
("OPTIONEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. OPTION INFORMATION.

            (a)  Date of Option:
                                     -----------------------------
            (b)  Optionee:
                                     -----------------------------
            (c)  Number of Shares:
                                     -----------------------------
            (d)  Exercise Price:
                                     -----------------------------

      2. ACKNOWLEDGEMENTS.

            (a) Optionee is a member of the Board of Directors of the Company.

            (b) The Board of Directors  (the "BOARD" which term shall include an
      authorized  committee of the Board of Directors) and  shareholders  of the
      Company have heretofore  adopted a 2004 Incentive Stock Plan (the "PLAN"),
      pursuant to which this Option is being granted; and

            (c)  The  Board  has  authorized  the  granting  to  Optionee  of  a
      nonstatutory stock option ("OPTION") to purchase shares of common stock of
      the Company ("STOCK") upon the terms and conditions hereinafter stated and
      pursuant to an exemption  from  registration  under the  Securities Act of
      1933,  as  amended  (the  "SECURITIES   ACT")  provided  by  Section  4(2)
      thereunder.

      3. SHARES; PRICE. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in  Section  1(c)  above  (the  "SHARES")  for cash (or other
consideration  as is  authorized  under the Plan and  acceptable to the Board of
Directors of the Company,  in their sole and absolute  discretion)  at the price
per Share set forth in Section  1(d) above (the  "EXERCISE  PRICE"),  such price
being not less than eighty-five percent (85%) of the fair market value per share
of the Shares covered by this Option as of the date hereof.

      4. TERM OF OPTION;  CONTINUATION OF SERVICE. This Option shall expire, and
all rights hereunder to purchase the Shares shall terminate, ten (10) years from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's  employment if
such termination  occurs prior to the end of such ten (10) year period.  Nothing
contained herein shall confer upon Optionee the right to the

<PAGE>

continuation  of his or her  employment by the Company or to interfere  with the
right of the Company to terminate such employment or to increase or decrease the
compensation of Optionee from the rate in existence at the date hereof.

      5.  VESTING  OF  OPTION.  Subject to the  provisions  of  Sections 7 and 8
hereof,  this Option  shall  become  exercisable  during the term that  Optionee
serves as a Director of the Company in three (3) equal  annual  installments  of
thirty-three  and  one-third  percent  (33 1/3%) of the  Shares  covered by this
Option,  the first installment to be exercisable on the first anniversary of the
date of this Option,  with an additional  thirty-three and one-third percent (33
1/3%) of such  Shares  becoming  exercisable  on each of the two (2)  successive
anniversary  dates. The installments  shall be cumulative (i.e., this option may
be exercised, as to any or all shares covered by an installment,  at any time or
times  after  an  installment   becomes  exercisable  and  until  expiration  or
termination of this Option).

      6. EXERCISE.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as APPENDIX A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7. TERMINATION OF SERVICE.  If Optionee shall cease to serve as a Director
of the Company for any reason,  no further  installments  shall vest pursuant to
Section 5, and the maximum number of Shares that Optionee may purchase  pursuant
hereto  shall be limited to the number of Shares that were vested as of the date
Optionee  ceases to be a  Director  (to the  nearest  whole  Share).  Thereupon,
Optionee  shall have the right to exercise  this Option,  at any time during the
remaining term hereof, to the extent,  but only to the extent,  that this Option
was  exercisable  as of the date  Optionee  ceases to be a  Director;  provided,
however, if Optionee is removed as a Director pursuant to the Nevada corporation
law, the foregoing right to exercise shall  automatically  terminate on the date
Optionee  ceases to be a Director  as to all Shares  covered by this  Option not
exercised prior to termination. Unless earlier terminated, all rights under this
Option  shall  terminate in any event on the  expiration  date of this Option as
defined in Section 4 hereof.

      8. DEATH OF OPTIONEE. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

      9.  NO  RIGHTS  AS  SHAREHOLDER.  Optionee  shall  have  no  rights  as  a
shareholder with respect to the Shares covered by any installment of this Option
until the effective  date of

                                       2

<PAGE>

issuance of the Shares following exercise of this Option, and no adjustment will
be made for  dividends or other rights for which the record date is prior to the
date such stock  certificate  or  certificates  are issued except as provided in
Section 10 hereof.

      10.  RECAPITALIZATION.  Subject to any required action by the shareholders
of the Company,  the number of Shares  covered by this Option,  and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares  resulting  from a subdivision or  consolidation  of
shares or the payment of a stock dividend,  or any other increase or decrease in
the number of such  shares  effected  without  receipt of  consideration  by the
Company;  provided however that the conversion of any convertible  securities of
the  Company  shall not be deemed  having  been  "effected  without  receipt  of
consideration by the Company".

      In the event of a proposed  dissolution or  liquidation of the Company,  a
merger or consolidation in which the Company is not the surviving  entity,  or a
sale of all or  substantially  all of the assets or capital stock of the Company
(collectively, a "REORGANIZATION"), unless otherwise provided by the Board, this
Option shall  terminate  immediately  prior to such date as is determined by the
Board,   which  date  shall  be  no  later   than  the   consummation   of  such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer,  for which it has no  obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity,  as applicable,  which on an equitable basis
shall provide the Optionee with  substantially the same economic benefit as such
unexercised Option,  then the Board may grant to such Optionee,  in its sole and
absolute  discretion and without  obligation,  the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant  hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options  without  regard to the  installment  provisions of Section 5; provided,
however,  that  such  exercise  shall be  subject  to the  consummation  of such
Reorganization.

      Subject to any required action by the shareholders of the Company,  if the
Company  shall be the  surviving  entity in any  merger or  consolidation,  this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such  merger  or  consolidation,  and the  installment  provisions  of
Section 5 shall continue to apply.

      In the  event  of a change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option.

      To  the  extent  that  the  foregoing  adjustments  relate  to  shares  or
securities of the Company,  such adjustments  shall be made by the Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
hereinbefore expressly provided,  Optionee shall have no rights by reason of any
subdivision or  consolidation  of shares of Stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class,  and the number and price of Shares  subject to

                                       3

<PAGE>

this Option shall not be affected by, and no adjustments shall be made by reason
of, any  dissolution,  liquidation,  merger,  consolidation or sale of assets or
capital  stock,  or any issue by the  Company of shares of stock of any class or
securities convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11.  TAXATION UPON EXERCISE OF OPTION.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

      12.  MODIFICATION,   EXTENSION  AND  RENEWAL  OF  OPTIONS.  The  Board  or
Committee,  as described in the Plan, may modify, extend or renew this Option or
accept the  surrender  thereof  (to the extent not  theretofore  exercised)  and
authorize the granting of a new option in substitution  therefore (to the extent
not theretofore  exercised),  subject at all times to the Plan, the Code and the
Nevada  Securities  Rules.  Notwithstanding  the  foregoing  provisions  of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

      13. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER.

            (a) Optionee  represents and agrees that if Optionee  exercises this
      Option in whole or in part,  Optionee will in each case acquire the Shares
      upon such exercise for the purpose of  investment  and not with a view to,
      or for resale in connection with, any distribution  thereof; and that upon
      such exercise of this Option in whole or in part,  Optionee (or any person
      or persons  entitled  to  exercise  this Option  under the  provisions  of
      Sections 7 and 8 hereof) shall furnish to the Company a written  statement
      to such effect,  satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either  before or after the  exercise  of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment  representation
      and  agreement  and shall not be required to furnish the Company  with the
      foregoing written statement.

            (b) Optionee further  represents that Optionee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask

                                       4

<PAGE>

      questions of the Company concerning its business, operations and financial
      condition,  and to obtain additional  information  reasonably necessary to
      verify the accuracy of such information

            (c)  Unless  and until the  Shares  represented  by this  Option are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT  CERTAIN  NONSTATUTORY  STOCK  OPTION  AGREEMENT  DATED  ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH  RESTRICTS  THE TRANSFER OF THESE
      SHARES  WHICH ARE  SUBJECT TO  REPURCHASE  BY THE  COMPANY  UNDER  CERTAIN
      CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14.  STAND-OFF  AGREEMENT.  Optionee  agrees that, in connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective date of registration of such offering.

      15. RESTRICTION UPON TRANSFER.  The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

            (a) REPURCHASE RIGHT ON TERMINATION  OTHER THAN BY REMOVAL.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one of (i) termination of Optionee's service as a director;  (ii) death of
      Optionee;  (iii)  bankruptcy  of  Optionee,  which shall be deemed to have
      occurred as of the date on

                                       5

<PAGE>

      which a voluntary or  involuntary  petition in  bankruptcy is filed with a
      court of  competent  jurisdiction;  (iv)  dissolution  of the  marriage of
      Optionee,  to the extent that any of the Shares are  allocated as the sole
      and separate  property of  Optionee's  spouse  pursuant  thereto (in which
      case, this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Optionee of Shares, or any interest therein,  in
      violation of this  Agreement.  Upon the occurrence of a Repurchase  Event,
      and upon mutual  agreement  of the Company and  Optionee,  the Company may
      repurchase  all or any  portion of the Shares of Optionee at a price equal
      to the fair value of the Shares as of the date of the Repurchase Event.

            (b) REPURCHASE RIGHT ON REMOVAL. In the event Optionee is removed as
      a director  pursuant to Nevada Revised Statutes,  or Optionee  voluntarily
      resigns as a director prior to the date upon which the last installment of
      Shares becomes  exercisable  pursuant to Section 5, then the Company shall
      have the right (but not an obligation) to repurchase Shares of Optionee at
      a price  equal  to the  Exercise  Price.  Such  right  of the  Company  to
      repurchase  Shares shall apply to 100% of the Shares for one (1) year from
      the date of this Agreement;  and shall  thereafter  lapse ratably in equal
      annual  increments on each  anniversary of the date of this Agreement over
      the term of this Option  specified in Section 4. In addition,  the Company
      shall  have the right,  in the sole  discretion  of the Board and  without
      obligation,  to repurchase  upon removal or resignation all or any portion
      of the  Shares  of  Optionee,  at a price  equal to the fair  value of the
      Shares as of the date of such removal or  resignation,  which right is not
      subject  to the  foregoing  lapsing of  rights.  In the event the  Company
      elects to repurchase the Shares, the stock  certificates  representing the
      same shall forthwith be returned to the Company for cancellation.

            (c)  EXERCISE  OF  REPURCHASE  RIGHT.  Any  Repurchase  Right  under
      Paragraphs  15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided  herein to Optionee or the estate of Optionee,  as applicable.
      Such right shall be exercised,  and the repurchase  price thereunder shall
      be paid, by the Company  within a ninety (90) day period  beginning on the
      date of notice to the Company of the occurrence of such  Repurchase  Event
      (except in the case of  termination  or cessation of services as director,
      where such option period shall begin upon the occurrence of the Repurchase
      Event).  Such  repurchase  price shall be payable only in the form of cash
      (including a check drafted on immediately available funds) or cancellation
      of purchase  money  indebtedness  of the Optionee  for the Shares.  If the
      Company can not purchase all such Shares  because it is unable to meet the
      financial tests set forth in the Nevada corporation law, the Company shall
      have the right to purchase as many Shares as it is  permitted  to purchase
      under such  sections.  Any Shares not  purchased by the Company  hereunder
      shall no longer be subject to the provisions of this Section 15.

            (d)  Right  of First  Refusal.  In the  event  Optionee  desires  to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company.  Optionee shall deliver to the Company
      written notice of the intended sale,  such notice to specify the number of
      Shares to be sold, the proposed  purchase price and terms of payment,  and
      grant the Company an option for a period of thirty days

                                       6

<PAGE>

      following  receipt of such notice to purchase the offered  Shares upon the
      same terms and conditions. To exercise such option, the Company shall give
      notice of that fact to Optionee  within the thirty (30) day notice  period
      and agree to pay the purchase price in the manner  provided in the notice.
      If the  Company  does not  purchase  all of the Shares so  offered  during
      foregoing option period, Optionee shall be under no obligation to sell any
      of the offered  Shares to the  Company,  but may dispose of such Shares in
      any lawful  manner  during a period of one hundred  and eighty  (180) days
      following the end of such notice  period,  except that Optionee  shall not
      sell any such  Shares  to any other  person at a lower  price or upon more
      favorable terms than those offered to the Company.

            (e)  Acceptance  of  Restrictions.  Acceptance  of the Shares  shall
      constitute the Optionee's agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions,  however,  so  long as the  Optionee  is the  holder  of the
      Shares,  or any  portion  thereof,  he shall be  entitled  to receive  all
      dividends  declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f)  Permitted  Transfers.  Notwithstanding  any  provisions in this
      Section 15 to the contrary,  the Optionee may transfer  Shares  subject to
      this Agreement to his or her parents,  spouse, children, or grandchildren,
      or a trust for the  benefit  of the  Optionee  or any such  transferee(s);
      provided,  that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this  Agreement  (all  references to the Optionee
      herein  shall  in such  cases  refer  mutatis  mutandis  to the  permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that  notwithstanding any other provisions in this Agreement,  a permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares.  All other restrictions under
      this Section 15 shall  terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      16.  NOTICES.  Any notice  required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be  delivered  upon  receipt
or, in the case of notices by the  Company,  five (5) days after  deposit in the
U.S. mail,  postage prepaid,  addressed to Optionee at the address last provided
by Optionee for use in Company records related to Optionee.

      17.  AGREEMENT  SUBJECT  TO PLAN;  APPLICABLE  LAW.  This  Option  is made
pursuant to the Plan and shall be  interpreted  to comply  therewith.  A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company.  Any  provision  of this  Option  inconsistent  with the Plan  shall be
considered  void and replaced with the  applicable  provision of the Plan.  This
Option has been granted,  executed and delivered in the State of Nevada, and the
interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein.

                                       7

<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Option as of
the date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                OPTIONEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

             (ONE OF THE FOLLOWING, AS APPROPRIATE, SHALL BE SIGNED)

I  certify  that as of the              By his or her  signature,  the spouse of
date hereof I am unmarried              Optionee  hereby  agrees  to be bound by
                                        the    provisions   of   the   foregoing
                                        INCENTIVE STOCK OPTION AGREEMENT


--------------------------              ----------------------------------------
Optionee                                Spouse of Optionee

                                       8

<PAGE>

                                   APPENDIX A
                                   ----------

                               NOTICE OF EXERCISE

ACCUPOLL HOLDING CORP.
103 Foulk Road
Wilmington, DE 19803

                          Re: Nonstatutory Stock Option

      Notice is hereby  given  pursuant  to Section 6 of my  Nonstatutory  Stock
Option  Agreement  that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby  confirm  that such  shares are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2004 Incentive Stock Plan.

                                                  By:  _________________________
                                                       (SIGNATURE)
                                                  Name:_________________________

                                       9

<PAGE>

                                   EXHIBIT B-3
                                   -----------

                             ACCUPOLL HOLDING CORP.
                 CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS CONSULTANT  NONSTATUTORY STOCK OPTION AGREEMENT ("AGREEMENT") is made
and entered into as of the date set forth below, by and between ACCUPOLL HOLDING
CORP., a Nevada corporation (the "COMPANY"), and the following consultant to the
Company (herein, the "OPTIONEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. OPTION INFORMATION.

            (a)   Date of Option:
                                     -----------------------------
            (b)   Optionee:
                                     -----------------------------
            (c)   Number of Shares:
                                     -----------------------------
            (d)   Exercise Price:
                                     -----------------------------

      2. ACKNOWLEDGEMENTS.

            (a) Optionee is an  independent  consultant  to the Company,  not an
      employee;

            (b) The Board of Directors  (the "BOARD" which term shall include an
      authorized  committee of the Board of Directors) and  shareholders  of the
      Company have heretofore  adopted a 2004 Incentive Stock Plan (the "PLAN"),
      pursuant to which this Option is being granted; and

            (c)  The  Board  has  authorized  the  granting  to  Optionee  of  a
      nonstatutory stock option ("OPTION") to purchase shares of common stock of
      the Company ("STOCK") upon the terms and conditions hereinafter stated and
      pursuant to an exemption  from  registration  under the  Securities Act of
      1933,  as  amended  (the  "SECURITIES   ACT")  provided  by  Section  4(2)
      thereunder.

      3.  SHARES;  PRICE.  The Company  hereby  grants to Optionee  the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the  "SHARES")  for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their  sole and  absolute  discretion)  at the  price  per Share set forth in
Section  1(d)  above (the  "EXERCISE  PRICE"),  such  price  being not less than
eighty-five 85% of the fair market value per share of the Shares covered by this
Option as of the date hereof.

      4. TERM OF OPTION.  This Option shall expire,  and all rights hereunder to
purchase  the  Shares,  shall  terminate  five (5) years  from the date  hereof.
Nothing  contained  herein  shall be  construed to interfere in any way with the
right of the Company to terminate Optionee as a consultant to the Company, or to
increase or decrease the  compensation  paid to Optionee from the rate in effect
as of the date hereof.

<PAGE>

      5.  VESTING  OF  OPTION.  Subject to the  provisions  of  Sections 7 and 8
hereof,  this Option shall become  exercisable  during the period that  Optionee
serves  as a  consultant  of the  Company  in equal  annual  installments,  each
installment covering a fraction of the Shares, the numerator of which is one (1)
and the  denominator  of which is the number of years in the term of this Option
(not to exceed 5). The first installment  shall become  exercisable on the first
anniversary  of the date of this Option,  and an  additional  installment  shall
become  exercisable on each successive  anniversary date during the term of this
Option,  except the last such  anniversary  date.  The final  installment  shall
become  exercisable  ninety  days  prior to the  expiration  of the term of this
Option.  The  installments  shall  be  cumulative  (i.e.,  this  option  may  be
exercised,  as to any or all shares  covered by an  installment,  at any time or
times  after  an  installment   becomes  exercisable  and  until  expiration  or
termination of this option).

      6. EXERCISE.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as APPENDIX A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime.

      7.  TERMINATION OF SERVICE.  If Optionee's  service as a consultant to the
Company  terminates for any reason, no further  installments shall vest pursuant
to Section 5, and Optionee  shall have the right at any time within  thirty (30)
days  following  such  termination  of  services or the  remaining  term of this
Option,  whichever is the lesser, to exercise in whole or in part this Option to
the extent,  but only to the extent,  that this Option was exercisable as of the
date Optionee ceased to be a consultant to the Company;  provided,  however,  if
Optionee  is  terminated  for  reasons  that  would  justify  a  termination  of
employment  "FOR  CAUSE"  as  contemplated  by  Title 53 of the  Nevada  Revised
Statutes and case law related  thereto,  the foregoing  right to exercise  shall
automatically  terminate on the date  Optionee  ceases to be a consultant to the
Company  as to all  Shares  covered  by  this  Option  not  exercised  prior  to
termination.  Unless  earlier  terminated,  all rights  under this Option  shall
terminate  in any event on the  expiration  date of this  Option as  defined  in
Section 4 hereof.

      8.  DEATH OF  OPTIONEE.  If the  Optionee  shall  die while  serving  as a
consultant  to the Company,  Optionee's  personal  representative  or the person
entitled to Optionee's  rights hereunder may at any time within ninety (90) days
after the date of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the
date of  Optionee's  death;  provided,  in any case,  that this Option may be so
exercised only to the extent that this Option has not previously  been exercised
by Optionee.

      9.  NO  RIGHTS  AS  SHAREHOLDER.  Optionee  shall  have  no  rights  as  a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of the issuance of shares following exercise of this to
Option,  and no adjustment  will be made for

                                       2

<PAGE>

dividends  or other  rights for which the record  date is prior to the date such
stock  certificate or  certificates  are issued except as provided in Section 10
hereof.

      10.  RECAPITALIZATION.  Subject to any required action by the shareholders
of the Company,  the number of Shares  covered by this Option,  and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares  resulting  from a subdivision or  consolidation  of
shares or the payment of a stock dividend,  or any other increase or decrease in
the number of such  shares  effected  without  receipt of  consideration  by the
Company;  provided however that the conversion of any convertible  securities of
the  Company  shall not be deemed  having  been  "effected  without  receipt  of
consideration by the Company."

      In the event of a proposed  dissolution or  liquidation of the Company,  a
merger or consolidation in which the Company is not the surviving  entity,  or a
sale of all or  substantially  all of the assets or capital stock of the Company
(collectively,  a  "REORGANIZATION"),  this Option shall  terminate  immediately
prior to the consummation of such proposed action,  unless otherwise provided by
the Board; provided, however, if Optionee shall be a consultant at the time such
Reorganization is approved by the stockholders, Optionee shall have the right to
exercise this Option as to all or any part of the Shares,  without regard to the
installment provisions of Section 5, for a period beginning 30 days prior to the
consummation of such  Reorganization  and ending as of the Reorganization or the
expiration of this Option,  whichever is earlier, subject to the consummation of
the Reorganization. In any event, the Company shall notify Optionee, at least 30
days prior to the consummation of such  Reorganization,  of his exercise rights,
if any,  and that the  Option  shall  terminate  upon  the  consummation  of the
Reorganization.

      Subject to any required action by the shareholders of the Company,  if the
Company  shall be the  surviving  entity in any  merger or  consolidation,  this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such  merger  or  consolidation,  and the  installment  provisions  of
Section 5 shall continue to apply.

      In the  event  of a change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option.

      To  the  extent  that  the  foregoing  adjustments  relate  to  shares  or
securities of the Company,  such adjustments  shall be made by the Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
hereinbefore expressly provided,  Optionee shall have no rights by reason of any
subdivision or  consolidation  of shares of Stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class,  and the number and price of Shares  subject to this  Option
shall not be  affected  by, and no  adjustments  shall be made by reason of, any
dissolution,  liquidation,  merger,  consolidation  or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock

                                       3

<PAGE>

of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11.  TAXATION UPON EXERCISE OF OPTION.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

      12.  MODIFICATION,   EXTENSION  AND  RENEWAL  OF  OPTIONS.  The  Board  or
Committee,  as described in the Plan, may modify, extend or renew this Option or
accept the  surrender  thereof  (to the extent not  theretofore  exercised)  and
authorize the granting of a new option in substitution  therefore (to the extent
not  theretofore  exercised),  subject  at all  times  to the  Plan,  the  Code.
Notwithstanding  the foregoing  provisions  of this Section 12, no  modification
shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.

      13. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER.

            (a) Optionee  represents and agrees that if Optionee  exercises this
      Option in whole or in part,  Optionee will in each case acquire the Shares
      upon such exercise for the purpose of  investment  and not with a view to,
      or for resale in connection with, any distribution  thereof; and that upon
      such exercise of this Option in whole or in part,  Optionee (or any person
      or persons  entitled  to  exercise  this Option  under the  provisions  of
      Sections 7 and 8 hereof) shall furnish to the Company a written  statement
      to such effect,  satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either  before or after the  exercise  of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment  representation
      and  agreement  and shall not be required to furnish the Company  with the
      foregoing written statement.

            (b) Optionee further  represents that Optionee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions  of the Company  concerning  its  business,
      operations and financial condition,  and to obtain additional  information
      reasonably necessary to verify the accuracy of such information.

                                       4

<PAGE>

            (c)  Unless  and until the  Shares  represented  by this  Option are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN
      THE COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES
      WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14.  STAND-OFF  AGREEMENT.  Optionee  agrees that, in connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing underwriter,  as applicable,  for a period of up to one
year following the effective date of registration of such offering.

      15. RESTRICTION UPON TRANSFER.  The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

            (a) REPURCHASE  RIGHT ON TERMINATION  OTHER THAN FOR CAUSE.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one of (i) termination of Optionee's service as a consultant, voluntary or
      involuntary  and  with or  without  cause;  (ii)  retirement  or  death of
      Optionee;  (iii)  bankruptcy  of  Optionee,  which shall be deemed to have
      occurred as of the date on which a voluntary  or  involuntary  petition in
      bankruptcy  is  filed  with  a  court  of  competent  jurisdiction;   (iv)
      dissolution  of the  marriage of  Optionee,  to the extent that any of the
      Shares are  allocated  as the sole and  separate  property  of  Optionee's
      spouse  pursuant

                                       5

<PAGE>

      thereto (in which  case,  this  Section  shall only apply to the Shares so
      affected); or (v) any attempted transfer by the Optionee of Shares, or any
      interest therein, in violation of this Agreement. Upon the occurrence of a
      Repurchase Event, the Company shall have the right (but not an obligation)
      to  repurchase  all or any  portion of the Shares of  Optionee  at a price
      equal to the fair  value of the  Shares  as of the date of the  Repurchase
      Event.

            (b)  REPURCHASE  RIGHT  ON  TERMINATION  FOR  CAUSE.  In  the  event
      Optionee's  service as a  consultant  is  terminated  by the Company  "for
      cause" (as  contemplated  by Section 7),  then the Company  shall have the
      right (but not an obligation) to repurchase  Shares of Optionee at a price
      equal to the  Exercise  Price.  Such right of the  Company  to  repurchase
      Shares shall apply to 100% of the Shares for one (1) year from the date of
      this  Agreement;  and  shall  thereafter  lapse  ratably  in equal  annual
      increments on each anniversary of the date of this Agreement over the term
      of this Option specified in Section 4. In addition, the Company shall have
      the right, in the sole discretion of the Board and without obligation,  to
      repurchase  upon any such  termination  of  service  for  cause all or any
      portion of the Shares of  Optionee,  at a price equal to the fair value of
      the Shares as of the date of  termination,  which  right is not subject to
      the  foregoing  lapsing  of  rights.  In the event the  Company  elects to
      repurchase the Shares, the stock certificates  representing the same shall
      forthwith be returned to the Company for cancellation.

            (c)  EXERCISE  OF  REPURCHASE  RIGHT.  Any  repurchase  right  under
      Paragraphs  15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided  herein to Optionee or the estate of Optionee,  as applicable.
      Such right shall be exercised,  and the repurchase  price thereunder shall
      be paid, by the Company  within a ninety (90) day period  beginning on the
      date of notice to the Company of the occurrence of such  Repurchase  Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the  occurrence of the  Repurchase  Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check  drafted  on  immediately  available  funds)  or  cancellation  of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not  purchase  all  such  Shares  because  it is  unable  to meet  the
      financial tests set forth in the Nevada and/or Nevada corporation law, the
      Company shall have the right to purchase as many Shares as it is permitted
      to purchase under such  sections.  Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 15.

            (d)  RIGHT  OF FIRST  REFUSAL.  In the  event  Optionee  desires  to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company.  Optionee shall deliver to the Company
      written notice of the intended sale,  such notice to specify the number of
      Shares to be sold, the proposed  purchase price and terms of payment,  and
      grant the Company an option for a period of thirty days following  receipt
      of such  notice to  purchase  the  offered  Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase  price in the manner  provided in the notice.  If the Company
      does not purchase  all of

                                       6

<PAGE>

      the Shares so offered during  foregoing  option period,  Optionee shall be
      under no obligation to sell any of the offered Shares to the Company,  but
      may  dispose of such  Shares in any lawful  manner  during a period of one
      hundred and eighty  (180) days  following  the end of such notice  period,
      except that Optionee shall not sell any such Shares to any other person at
      a lower  price or upon more  favorable  terms  than  those  offered to the
      Company.

            (e)  ACCEPTANCE  OF  RESTRICTIONS.  Acceptance  of the Shares  shall
      constitute the Optionee's agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions,  however,  so  long as the  Optionee  is the  holder  of the
      Shares,  or any  portion  thereof,  he shall be  entitled  to receive  all
      dividends  declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f)  PERMITTED  TRANSFERS.  Notwithstanding  any  provisions in this
      Section 15 to the contrary,  the Optionee may transfer  Shares  subject to
      this Agreement to his or her parents,  spouse, children, or grandchildren,
      or a trust for the  benefit  of the  Optionee  or any such  transferee(s);
      provided,  that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this  Agreement  (all  references to the Optionee
      herein  shall  in such  cases  refer  mutatis  mutandis  to the  permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that  notwithstanding any other provisions in this Agreement,  a permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Optionee and the Company.

            (g) RELEASE OF RESTRICTIONS ON SHARES.  All rights and  restrictions
      under this Section 15 shall terminate five (5) years following the date of
      this  Agreement,  or when the Company's  securities  are publicly  traded,
      whichever occurs earlier.

      16.  NOTICES.  Any notice  required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be  delivered  upon  receipt
or, in the case of notices by the  Company,  five (5) days after  deposit in the
U.S. mail,  postage prepaid,  addressed to Optionee at the address last provided
by Optionee for use in Company records related to Optionee.

      17.  AGREEMENT  SUBJECT  TO PLAN;  APPLICABLE  LAW.  This  Option  is made
pursuant to the Plan and shall be  interpreted  to comply  therewith.  A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company.  Any  provision  of this  Option  inconsistent  with the Plan  shall be
considered  void and replaced with the  applicable  provision of the Plan.  This
Option has been granted,  executed and delivered in the State of Nevada, and the
interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein.

                            [SIGNATURE PAGE FOLLOWS.]

                                       7

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                OPTIONEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

             (ONE OF THE FOLLOWING, AS APPROPRIATE, SHALL BE SIGNED)

I  certify  that as of the              By his or her  signature,  the spouse of
date hereof I am unmarried              Optionee  hereby  agrees  to be bound by
                                        the    provisions   of   the   foregoing
                                        INCENTIVE STOCK OPTION AGREEMENT


--------------------------              ----------------------------------------
Optionee                                Spouse of Optionee

                                       8

<PAGE>

                                   Appendix A
                                   ----------

                               NOTICE OF EXERCISE

ACCUPOLL HOLDING CORP.
103 Foulk Road
Wilmington, DE 19803

      Re: Nonstatutory Stock Option

      Notice is hereby  given  pursuant  to Section 6 of my  Nonstatutory  Stock
Option  Agreement  that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby  confirm  that such  shares are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2004 Incentive Stock Plan.

                                                  By:  _________________________
                                                       (SIGNATURE)
                                                  Name:_________________________

                                   Appendix A

<PAGE>

                                    EXHIBIT C
                                    ---------

                             ACCUPOLL HOLDING CORP.
                              STOCK AWARD AGREEMENT

================================================================================

      THIS STOCK AWARD  AGREEMENT  ("AGREEMENT")  is made and entered into as of
the date set forth  below,  by and  between  ACCUPOLL  HOLDING  CORP.,  a Nevada
corporation  (the  "COMPANY"),  and the employee,  director or consultant of the
Company named in Section 1(b). ("GRANTEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. STOCK AWARD INFORMATION.

            (a)   Date of Award:
                                      -----------------------------
            (b)   Grantee:
                                      -----------------------------
            (c)   Number of Shares:
                                      -----------------------------
            (d)   Original Value:
                                      -----------------------------

      2. ACKNOWLEDGEMENTS.

            (a) Grantee is a [EMPLOYEE/DIRECTOR/CONSULTANT] of the Company.

            (b) The Company has adopted a 2004 Incentive Stock Plan (the "PLAN")
      under  which the  Company's  common  stock  ("Stock")  may be  offered  to
      directors,  officers,  employees and consultants  pursuant to an exemption
      from  registration  under the  Securities  Act of 1933,  as  amended  (the
      "SECURITIES ACT") provided by Section 4(2) thereunder.

      3. SHARES;  VALUE. The Company hereby grants to Grantee,  upon and subject
to the terms and  conditions  herein  stated,  the number of shares of Stock set
forth in Section 1(c) (the  "SHARES"),  which Shares have a fair value per share
("ORIGINAL  VALUE")  equal to the  amount  set forth in  Section  1(d).  For the
purpose of this  Agreement,  the terms  "SHARE" or  "SHARES"  shall  include the
original Shares plus any shares derived  therefrom,  regardless of the fact that
the  number,  attributes  or par value of such  Shares may have been  altered by
reason of any recapitalization,  subdivision,  consolidation,  stock dividend or
amendment of the corporate charter of the Company.  The number of Shares covered
by this  Agreement  and the  Original  Value  thereof  shall be  proportionately
adjusted for any increase or decrease in the number of issued  shares  resulting
from a  recapitalization,  subdivision or consolidation of shares or the payment
of a stock  dividend,  or any other  increase  or decrease in the number of such
shares effected without receipt of consideration by the Company.

      4.  INVESTMENT  INTENT.  Grantee  represents  and agrees  that  Grantee is
accepting  the Shares for the purpose of  investment  and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee  shall  furnish  to the  Company a  written  statement  to such  effect,
satisfactory to the Company in form and substance.  If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing  investment
representation  and  agreement  and shall not be required to furnish the Company
with the foregoing written statement.

<PAGE>

      5. RESTRICTION UPON TRANSFER.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Grantee except as hereinafter provided.

            (a) REPURCHASE  RIGHT ON TERMINATION  OTHER THAN FOR CAUSE.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one  of  (i)  termination  of  Grantee's   employment  [OR  SERVICE  AS  A
      DIRECTOR/CONSULTANT] by the Company,  voluntary or involuntary and with or
      without cause;  (ii) retirement or death of Grantee;  (iii)  bankruptcy of
      Grantee,  which shall be deemed to have occurred as of the date on which a
      voluntary or  involuntary  petition in bankruptcy is filed with a court of
      competent  jurisdiction;  (iv) dissolution of the marriage of Grantee,  to
      the extent that any of the Shares are  allocated  as the sole and separate
      property of Grantee's spouse pursuant thereto (in which case, this Section
      shall only apply to the Shares so affected); or (v) any attempted transfer
      by the Grantee of Shares,  or any interest  therein,  in violation of this
      Agreement.  Upon the occurrence of a Repurchase  Event,  the Company shall
      have the right (but not an  obligation)  to purchase all or any portion of
      the Shares of Grantee, at a price equal to the fair value of the Shares as
      of the date of the Repurchase Event.

            (b)  REPURCHASE  RIGHT  ON  TERMINATION  FOR  CAUSE.  In  the  event
      Grantee's employment [OR SERVICE AS A  DIRECTOR/CONSULTANT]  is terminated
      by the Company "FOR CAUSE" (as defined below), then the Company shall have
      the right (but not an obligation) to purchase Shares of Grantee at a price
      equal to the Original Value.  Such right of the Company to purchase Shares
      shall  apply to 100% of the  Shares for one (1) year from the date of this
      Agreement;  and shall thereafter lapse at the rate of twenty percent (20%)
      of the  Shares  on each  anniversary  of the  date of this  Agreement.  In
      addition,  the Company shall have the right, in the sole discretion of the
      Board and without obligation, to repurchase upon termination for cause all
      or any  portion of the  Shares of  Grantee,  at a price  equal to the fair
      value of the  Shares  as of the date of  termination,  which  right is not
      subject to the foregoing lapsing of rights.  Termination of employment [OR
      SERVICE AS A DIRECTOR/CONSULTANT] "FOR CAUSE" means (i) as to employees or
      consultants,  termination  for  cause as  contemplated  by Title 53 of the
      Nevada Revised Statutes and case law related thereto, or as defined in the
      Plan,  this  Agreement  or in any  employment  [OR  CONSULTING]  agreement
      between the Company and Grantee, or (ii) as to directors, removal pursuant
      to the Nevada corporation law. In the event the Company elects to purchase
      the Shares, the stock  certificates  representing the same shall forthwith
      be returned to the Company for cancellation.

            (c)  EXERCISE  OF  REPURCHASE  RIGHT.  Any  Repurchase  Right  under
      Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as
      provided herein to Grantee or the estate of Grantee,  as applicable.  Such
      right shall be exercised,  and the repurchase  price  thereunder  shall be
      paid, by the Company within a ninety (90) day period beginning on the date
      of  notice to the  Company  of the  occurrence  of such  Repurchase  Event
      (except in the case of  termination  or cessation of services as director,
      where such option period shall begin upon the occurrence of the Repurchase
      Event).  Such  repurchase  price shall be payable only in the form of cash
      (including a check drafted on immediately available funds) or cancellation
      of purchase  money  indebtedness  of the  Grantee  for the Shares.  If the
      Company can not purchase all such Shares  because it is unable to meet the
      financial tests set forth in the Nevada corporation law, the Company shall
      have the right to purchase as many Shares

                                      -2-

<PAGE>

      as it is  permitted  to  purchase  under  such  sections.  Any  Shares not
      purchased  by the  Company  hereunder  shall no longer be  subject  to the
      provisions of this Section 5.

            (d) RIGHT OF FIRST REFUSAL. In the event Grantee desires to transfer
      any Shares during his or her  lifetime,  Grantee shall first offer to sell
      such Shares to the Company.  Grantee shall deliver to the Company  written
      notice of the intended  sale,  such notice to specify the number of Shares
      to be sold, the proposed  purchase  price and terms of payment,  and grant
      the  Company an option for a period of thirty  days  following  receipt of
      such  notice  to  purchase  the  offered  Shares  upon the same  terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Grantee  within the thirty (30) day notice period and agree to pay
      the purchase  price in the manner  provided in the notice.  If the Company
      does not purchase  all of the Shares so offered  during  foregoing  option
      period,  Grantee  shall be under no  obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days  following the end of
      such notice period,  except that Grantee shall not sell any such Shares to
      any other person at a lower price or upon more favorable  terms than those
      offered to the Company.

            (e)  ACCEPTANCE  OF  RESTRICTIONS.  Acceptance  of the Shares  shall
      constitute the Grantee's  agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions, however, so long as the Grantee is the holder of the Shares,
      or any portion  thereof,  he shall be  entitled  to receive all  dividends
      declared  on  and  to  vote  the  Shares  and to  all  other  rights  of a
      shareholder with respect thereto.

            (f)  PERMITTED  TRANSFERS.  Notwithstanding  any  provisions in this
      Section 5 to the contrary, the Grantee may transfer Shares subject to this
      Agreement to his or her parents, spouse, children, or grandchildren,  or a
      trust for the benefit of the Grantee or any such transferee(s);  provided,
      that such permitted transferee(s) shall hold the Shares subject to all the
      provisions of this Agreement  (all  references to the Grantee herein shall
      in such cases refer mutatis mutandis to the permitted  transferee,  except
      in the case of clause (iv) of Section 5(a) wherein the permitted  transfer
      shall  be  deemed  to  be   rescinded);   and   provided   further,   that
      notwithstanding  any  other  provisions  in this  Agreement,  a  permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Grantee and the Company.

            (g) RELEASE OF RESTRICTIONS ON SHARES.  All rights and  restrictions
      under this Section 5 shall  terminate five (5) years following the date of
      this  Agreement,  or when the Company's  securities  are publicly  traded,
      whichever occurs earlier.

      6.  REPRESENTATIONS AND WARRANTIES OF THE GRANTEE.  This Agreement and the
issuance  and grant of the Shares  hereunder  is made by the Company in reliance
upon  the  express  representations  and  warranties  of the  Grantee,  which by
acceptance hereof the Grantee confirms that:

            (a) The Shares  granted to him pursuant to this  Agreement are being
      acquired by him for his own account, for investment purposes, and not with
      a view to, or for sale in connection with, any distribution of the Shares.
      It is understood that the Shares have not been registered under the Act by
      reason of a specific exemption from the registration

                                      -3-

<PAGE>

      provisions of the Act which  depends,  among other  things,  upon the bona
      fide nature of his representations as expressed herein;

            (b) The  Shares  must be held by him  indefinitely  unless  they are
      subsequently  registered under the Act and any applicable state securities
      laws, or an exemption from such registration is available.  The Company is
      under no obligation  to register the Shares or to make  available any such
      exemption; and

            (c) Grantee  further  represents  that Grantee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions  of the Company  concerning  its  business,
      operations and financial  condition and to obtain  additional  information
      reasonably necessary to verify the accuracy of such information,

            (d)  Unless  and  until the  Shares  represented  by this  Grant are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN STOCK AWARD AGREEMENT DATED ____________  BETWEEN THE COMPANY
      AND THE ISSUEE  WHICH  RESTRICTS  THE  TRANSFER OF THESE  SHARES WHICH ARE
      SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

      and/or such other  legend or legends as the  Company and its counsel  deem
      necessary or  appropriate.  Appropriate  stop transfer  instructions  with
      respect to the Shares have been placed with the Company's transfer agent.

            (e) Grantee  understands that he or she will recognize  income,  for
      Federal and state income tax purposes, in an amount equal to the amount by
      which  the fair  market  value  of the  Shares,  as of the date of  grant,
      exceeds the price paid by Grantee, if any. The acceptance of the Shares by
      Grantee shall  constitute an agreement by Grantee to report such income in
      accordance  with then  applicable  law.  Withholding  for federal or state
      income and  employment  tax purposes  will be made,  if and as required by
      law,  from  Grantee's  then  current  compensation,  or,  if such  current
      compensation  is insufficient  to satisfy  withholding tax liability,  the
      Company  may  require  Grantee  to  make  a cash  payment  to  cover  such
      liability.

                                      -4-

<PAGE>

      7.  STAND-OFF  AGREEMENT.  Grantee  agrees that,  in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option  for,  or  otherwise  dispose of any of the Shares  (other than Shares
included in the offering)  without the prior  written  consent of the Company or
such  managing  underwriter,  as  applicable,  for a period of at least one year
following the effective date of  registration  of such offering.  This Section 8
shall survive any termination of this Agreement.

      8.  TERMINATION  OF  AGREEMENT.  This  Agreement  shall  terminate  on the
occurrence  of any one of the  following  events:  (a) written  agreement of all
parties  to that  effect;  (b) a  proposed  dissolution  or  liquidation  of the
Company,  a merger or  consolidation  in which the Company is not the  surviving
entity, or a sale of all or substantially all of the assets of the Company;  (c)
the closing of any public offering of common stock of the Company pursuant to an
effective  registration  statement under the Securities Act; or (d) dissolution,
bankruptcy, or insolvency of the Company.

      9. AGREEMENT SUBJECT TO PLAN;  APPLICABLE LAW. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company.  Any
provision of this Agreement  inconsistent with the Plan shall be considered void
and replaced  with the  applicable  provision  of the Plan.  This Grant shall be
governed  by the laws of the  State  of  Nevada  and  subject  to the  exclusive
jurisdiction of the courts therein.

      10. MISCELLANEOUS.

            (a)  NOTICES.  Any  notice  required  to be given  pursuant  to this
      Agreement or the Plan shall be in writing and shall be deemed to have been
      duly  delivered  upon  receipt or, in the case of notices by the  Company,
      five (5) days after deposit in the U.S. mail,  postage prepaid,  addressed
      to  Grantee  at the  last  address  provided  by  Grantee  for  use in the
      Company's records.

            (b) ENTIRE AGREEMENT. This instrument constitutes the sole agreement
      of the parties  hereto with respect to the Shares.  Any prior  agreements,
      promises  or  representations   concerning  the  Shares  not  included  or
      reference  herein shall be of no force or effect.  This Agreement shall be
      binding on, and shall  inure to the  benefit  of, the  Parties  hereto and
      their respective  transferees,  heirs, legal representatives,  successors,
      and assigns.

            (c)  ENFORCEMENT.  This  Agreement  shall be construed in accordance
      with,  and governed by, the laws of the State of Nevada and subject to the
      exclusive jurisdiction of the courts located in St. Johns County, State of
      Nevada.  If Grantee attempts to transfer any of the Shares subject to this
      Agreement,  or any  interest  in them in  violation  of the  terms of this
      Agreement,  the  Company  may apply to any court for an  injunctive  order
      prohibiting such proposed  transaction,  and the Company may institute and
      maintain  proceedings  against Grantee to compel  specific  performance of
      this Agreement without the necessity of proving the existence or extent of
      any  damages to the  Company.  Any such  attempted  transaction  shares in
      violation of this Agreement shall be null and void.

                                      -5-

<PAGE>

            (d) VALIDITY OF AGREEMENT.  The  provisions of this Agreement may be
      waived,  altered,  amended, or repealed,  in whole or in part, only on the
      written consent of all parties hereto. It is intended that each Section of
      this Agreement shall be viewed as separate and divisible, and in the event
      that any Section shall be held to be invalid, the remaining Sections shall
      continue to be in full force and effect.

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                GRANTEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

             (ONE OF THE FOLLOWING, AS APPROPRIATE, SHALL BE SIGNED)

I  certify  that as of the              By his or her  signature,  the spouse of
date hereof I am unmarried              Grantee  hereby  agrees  to  be bound by
                                        the    provisions   of   the   foregoing
                                        STOCK AWARD AGREEMENT


--------------------------              ----------------------------------------
Grantee                                 Spouse of Grantee

                                      -6-

<PAGE>

                                    EXHIBIT D
                                    ---------

                             ACCUPOLL HOLDING CORP.
                       RESTRICTED STOCK PURCHASE AGREEMENT

================================================================================

      THIS RESTRICTED STOCK PURCHASE AGREEMENT ("AGREEMENT") is made and entered
into as of the date set forth below,  by and between  ACCUPOLL  HOLDING CORP., a
Nevada corporation (the "COMPANY"), and the employee,  director or consultant of
the Company named in Section 1(b). ("GRANTEE"):

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. STOCK PURCHASE INFORMATION.

            (a)   Date of Agreement:
                                       -----------------------------
            (b)   Grantee:
                                       -----------------------------
            (c)   Number of Shares:
                                       -----------------------------
            (d)   Purchase Price:
                                       -----------------------------

      2. ACKNOWLEDGEMENTS.

            (a) Grantee is a [EMPLOYEE/DIRECTOR/CONSULTANT] of the Company.

            (b) The Company has adopted a 2004 Incentive Stock Plan (the "PLAN")
      under  which the  Company's  common  stock  ("Stock")  may be  offered  to
      officers,  employees,  directors and consultants  pursuant to an exemption
      from  registration  under the  Securities  Act of 1933,  as  amended  (the
      "SECURITIES ACT") provided by Section 4(2) thereunder.

            (c) The Grantee desires to purchase  shares of the Company's  common
      stock on the terms and conditions set forth herein.

      3.  PURCHASE  OF SHARES.  The  Company  hereby  agrees to sell and Grantee
hereby agrees to purchase,  upon and subject to the terms and conditions  herein
stated,  the number of shares of Stock set forth in Section 1(c) (the "SHARES"),
at the price per Share set forth in Section 1(d) (the "PRICE").  For the purpose
of this  Agreement,  the terms  "SHARE" or "SHARES"  shall  include the original
Shares  plus any  shares  derived  therefrom,  regardless  of the fact  that the
number,  attributes  or par value of such Shares may have been altered by reason
of any recapitalization, subdivision, consolidation, stock dividend or amendment
of the corporate  charter of the Company.  The number of Shares  covered by this
Agreement shall be proportionately  adjusted for any increase or decrease in the
number  of issued  shares  resulting  from a  recapitalization,  subdivision  or
consolidation  of  shares  or the  payment  of a stock  dividend,  or any  other
increase or decrease in the number of such shares  effected  without  receipt of
consideration by the Company.

      4.  INVESTMENT  INTENT.  Grantee  represents  and agrees  that  Grantee is
accepting  the Shares for the purpose of  investment  and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee  shall  furnish  to the  Company a  written  statement  to such  effect,
satisfactory to the Company in form and substance.  If the Shares are registered
under the

<PAGE>

Securities  Act,   Grantee  shall  be  relieved  of  the  foregoing   investment
representation  and  agreement  and shall not be required to furnish the Company
with the foregoing written statement.

      5. RESTRICTION UPON TRANSFER.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Grantee except as hereinafter provided.

            (a) Repurchase  Right on Termination  Other Than for Cause.  For the
      purposes of this Section, a "REPURCHASE EVENT" shall mean an occurrence of
      one  of  (i)  termination  of  Grantee's   employment  [OR  SERVICE  AS  A
      DIRECTOR/CONSULTANT] by the Company,  voluntary or involuntary and with or
      without cause;  (ii) retirement or death of Grantee;  (iii)  bankruptcy of
      Grantee,  which shall be deemed to have occurred as of the date on which a
      voluntary or  involuntary  petition in bankruptcy is filed with a court of
      competent  jurisdiction;  (iv) dissolution of the marriage of Grantee,  to
      the extent that any of the Shares are  allocated  as the sole and separate
      property of Grantee's spouse pursuant thereto (in which case, this Section
      shall only apply to the Shares so affected); or (v) any attempted transfer
      by the Grantee of Shares,  or any interest  therein,  in violation of this
      Agreement.  Upon the occurrence of a Repurchase  Event,  the Company shall
      have the right (but not an obligation) to repurchase all or any portion of
      the Shares of Grantee at a price  equal to the fair value of the Shares as
      of the date of the Repurchase Event.

            (b)  Repurchase  Right  on  Termination  for  Cause.  In  the  event
      Grantee's employment [OR SERVICE AS A  director/consultant]  is terminated
      by the Company "FOR CAUSE" (as defined below), then the Company shall have
      the right (but not an  obligation)  to  repurchase  Shares of Grantee at a
      price equal to the Price.  Such right of the Company to repurchase  Shares
      shall  apply to 100% of the  Shares for one (1) year from the date of this
      Agreement;  and shall thereafter lapse at the rate of twenty percent (20%)
      of the  Shares  on each  anniversary  of the  date of this  Agreement.  In
      addition,  the Company shall have the right, in the sole discretion of the
      Board and without obligation, to repurchase upon termination for cause all
      or any  portion of the  Shares of  Grantee,  at a price  equal to the fair
      value of the  Shares  as of the date of  termination,  which  right is not
      subject to the foregoing lapsing of rights.  Termination of employment [OR
      SERVICE AS A  DIRECTOR/CONSULTANT]  "FOR CAUSE"  means (i) as to employees
      and consultants,  termination for cause as contemplated by Title 53 of the
      Nevada Revised Statutes and case law related thereto, or as defined in the
      Plan,  this  Agreement  or in any  employment  [OR  consulting]  agreement
      between the Company and Grantee, or (ii) as to directors, removal pursuant
      to the  Nevada  corporation  law.  In the  event  the  Company  elects  to
      repurchase the Shares, the stock certificates  representing the same shall
      forthwith be returned to the Company for cancellation.

            (c)  EXERCISE  OF  REPURCHASE  RIGHT.  Any  Repurchase  Right  under
      Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as
      provided herein to Grantee or the estate of Grantee,  as applicable.  Such
      right shall be exercised,  and the repurchase  price  thereunder  shall be
      paid, by the Company within a ninety (90) day period beginning on the date
      of  notice to the  Company  of the  occurrence  of such  Repurchase  Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the  occurrence of the  Repurchase  Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check  drafted  on  immediately  available  funds)  or  cancellation  of
      purchase money  indebtedness of the Grantee for the Shares. If the Company
      can not

                                      -2-

<PAGE>

      purchase all such Shares because it is unable to meet the financial  tests
      set forth in the Nevada  corporation law, the Company shall have the right
      to  purchase  as many Shares as it is  permitted  to  purchase  under such
      sections.  Any Shares not  purchased  by the  Company  hereunder  shall no
      longer be subject to the provisions of this Section 5.

            (d) RIGHT OF FIRST REFUSAL. In the event Grantee desires to transfer
      any Shares during his or her  lifetime,  Grantee shall first offer to sell
      such Shares to the Company.  Grantee shall deliver to the Company  written
      notice of the intended  sale,  such notice to specify the number of Shares
      to be sold, the proposed  purchase  price and terms of payment,  and grant
      the  Company an option for a period of thirty  days  following  receipt of
      such  notice  to  purchase  the  offered  Shares  upon the same  terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Grantee  within the thirty (30) day notice period and agree to pay
      the purchase  price in the manner  provided in the notice.  If the Company
      does not purchase  all of the Shares so offered  during  foregoing  option
      period,  Grantee  shall be under no  obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days  following the end of
      such notice period,  except that Grantee shall not sell any such Shares to
      any other person at a lower price or upon more favorable  terms than those
      offered to the Company.

            (e)  ACCEPTANCE  OF  RESTRICTIONS.  Acceptance  of the Shares  shall
      constitute the Grantee's  agreement to such restrictions and the legending
      of  his   certificates   with  respect   thereto.   Notwithstanding   such
      restrictions, however, so long as the Grantee is the holder of the Shares,
      or any portion  thereof,  he shall be  entitled  to receive all  dividends
      declared  on  and  to  vote  the  Shares  and to  all  other  rights  of a
      shareholder with respect thereto.

            (f)  PERMITTED  TRANSFERS.  Notwithstanding  any  provisions in this
      Section 5 to the contrary, the Grantee may transfer Shares subject to this
      Agreement to his or her parents, spouse, children, or grandchildren,  or a
      trust for the benefit of the Grantee or any such transferee(s);  provided,
      that such permitted transferee(s) shall hold the Shares subject to all the
      provisions of this Agreement  (all  references to the Grantee herein shall
      in such cases refer mutatis mutandis to the permitted  transferee,  except
      in the case of clause (iv) of Section 5(a) wherein the permitted  transfer
      shall  be  deemed  to  be   rescinded);   and   provided   further,   that
      notwithstanding  any  other  provisions  in this  Agreement,  a  permitted
      transferee may not, in turn, make permitted  transfers without the written
      consent of the Grantee and the Company.

            (g) RELEASE OF RESTRICTIONS ON SHARES.  All rights and  restrictions
      under this Section 5 shall  terminate  five (5) years  following  the date
      upon which the Company  receives the full Price as set forth in Section 3,
      or when the Company's  securities are publicly  traded,  whichever  occurs
      earlier.

      5.  REPRESENTATIONS AND WARRANTIES OF THE GRANTEE.  This Agreement and the
issuance  and grant of the Shares  hereunder  is made by the Company in reliance
upon  the  express  representations  and  warranties  of the  Grantee,  which by
acceptance hereof the Grantee confirms that:

            (a) The Shares  granted to him pursuant to this  Agreement are being
      acquired by him for his own account, for investment purposes, and not with
      a view to, or for sale in

                                      -3-
<PAGE>

      connection with, any distribution of the Shares. It is understood that the
      Shares  have not been  registered  under the Act by  reason of a  specific
      exemption from the registration provisions of the Act which depends, among
      other  things,  upon  the  bona  fide  nature  of his  representations  as
      expressed herein;

            (b) The  Shares  must be held by him  indefinitely  unless  they are
      subsequently  registered under the Act and any applicable state securities
      laws, or an exemption from such registration is available.  The Company is
      under no obligation  to register the Shares or to make  available any such
      exemption; and

            (c) Grantee  further  represents  that Grantee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions  of the Company  concerning  its  business,
      operations and financial  condition and to obtain  additional  information
      reasonably necessary to verify the accuracy of such information;

            (d)  Unless  and  until the  Shares  represented  by this  Grant are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED PURSUANT TO
      THAT  CERTAIN  RESTRICTED  STOCK  PURCHASE  AGREEMENT  DATED  ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH  RESTRICTS  THE TRANSFER OF THESE
      SHARES  WHICH ARE  SUBJECT TO  REPURCHASE  BY THE  COMPANY  UNDER  CERTAIN
      CONDITIONS.

      and/or such other  legend or legends as the  Company and its counsel  deem
      necessary or  appropriate.  Appropriate  stop transfer  instructions  with
      respect to the Shares have been placed with the Company's transfer agent.

            (e) Grantee  understands that he or she will recognize  income,  for
      Federal and state income tax purposes, in an amount equal to the amount by
      which  the fair  market  value  of the  Shares,  as of the date of  Grant,
      exceeds the price paid by Grantee. The acceptance of the Shares by Grantee
      shall  constitute  an  agreement  by  Grantee  to  report  such  income in
      accordance  with then  applicable  law.  Withholding  for federal or state
      income and  employment  tax purposes  will be made,  if and as required by
      law,  from  Grantee's  then

                                      -4-

<PAGE>

      current compensation,  or, if such current compensation is insufficient to
      satisfy withholding tax liability, the Company may require Grantee to make
      a cash payment to cover such liability.

      7.  STAND-OFF  AGREEMENT.  Grantee  agrees that,  in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option  for,  or  otherwise  dispose of any of the Shares  (other than Shares
included in the offering)  without the prior  written  consent of the Company or
such  managing  underwriter,  as  applicable,  for a period of at least one year
following the effective date of  registration  of such offering.  This Section 8
shall survive any termination of this Agreement.

      8.  TERMINATION  OF  AGREEMENT.  This  Agreement  shall  terminate  on the
occurrence  of any one of the  following  events:  (a) written  agreement of all
parties  to that  effect;  (b) a  proposed  dissolution  or  liquidation  of the
Company,  a merger or  consolidation  in which the Company is not the  surviving
entity, or a sale of all or substantially all of the assets of the Company;  (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Act; or (d) dissolution,  bankruptcy,
or insolvency of the Company.

      9. AGREEMENT SUBJECT TO PLAN;  APPLICABLE LAW. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company.  Any
provision of this Agreement  inconsistent with the Plan shall be considered void
and replaced  with the  applicable  provision  of the Plan.  This Grant shall be
governed  by the laws of the  State  of  Nevada  and  subject  to the  exclusive
jurisdiction of the courts therein.

      10. MISCELLANEOUS.

            (a)  NOTICES.  Any  notice  required  to be given  pursuant  to this
      Agreement or the Plan shall be in writing and shall be deemed to have been
      duly  delivered  upon  receipt or, in the case of notices by the  Company,
      five (5) days after deposit in the U.S. mail,  postage prepaid,  addressed
      to  Grantee  at the  last  address  provided  by  Grantee  for  use in the
      Company's records.

            (b) ENTIRE AGREEMENT. This instrument constitutes the sole agreement
      of the parties  hereto with respect to the Shares.  Any prior  agreements,
      promises  or  representations   concerning  the  Shares  not  included  or
      reference  herein shall be of no force or effect.  This Agreement shall be
      binding on, and shall  inure to the  benefit  of, the  Parties  hereto and
      their respective  transferees,  heirs, legal representatives,  successors,
      and assigns.

            (c)  ENFORCEMENT.  This  Agreement  shall be construed in accordance
      with,  and governed by, the laws of the State of Nevada and subject to the
      exclusive jurisdiction of the courts located in St. Johns County, State of
      Nevada.  If Grantee attempts to transfer any of the Shares subject to this
      Agreement,  or any  interest  in them in  violation  of the  terms of this
      Agreement,  the  Company  may apply to any court for an  injunctive  order
      prohibiting such proposed  transaction,  and the Company may institute and
      maintain  proceedings  against Grantee to compel  specific  performance of
      this Agreement without the necessity of proving

                                      -5-

<PAGE>

      the existence or extent of any damages to the Company.  Any such attempted
      transaction shares in violation of this Agreement shall be null and void.

            (d) VALIDITY OF AGREEMENT.  The  provisions of this Agreement may be
      waived,  altered,  amended, or repealed,  in whole or in part, only on the
      written consent of all parties hereto. It is intended that each Section of
      this Agreement shall be viewed as separate and divisible, and in the event
      that any Section shall be held to be invalid, the remaining Sections shall
      continue to be in full force and effect.

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.

                COMPANY:                     ACCUPOLL HOLDING CORP.,
                                             a Nevada corporation

                                             By:_____________________
                                             Name:___________________
                                             Title:__________________

                GRANTEE:

                                             By:  ___________________
                                                  (SIGNATURE)
                                             Name:___________________

                                      -6-