EXHIBIT 10.2

                                   DEBENTURE

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


ISSUANCE DATE                                 November 20, 2003
CONVERTIBLE DEBENTURE DUE                     June 30, 2004
AMOUNT                                        Up to $600,000.00

FOR VALUE RECEIVED,  AccuPoll  Holding Corp., a Nevada  Corporation  ("AHI") and
AccuPoll,  Inc. a Delaware  corporation  ("API,"  and,  together  with AHI,  the
"Company"),  hereby promises to pay LIVINGSTON  INVESTMENTS,  LTD. or registered
assigns  (the  "Holder")  on June 30, 2004 (the  "Maturity  Date"),  a principal
amount equal to the amount set forth on the Schedule of Advances attached hereto
and signed by the Company,  and to pay interest on the principal amount thereof,
in such amounts,  at such times and on such terms and condition as are specified
herein. Dennis Vadura,  Chairman and Chief Executive Officer of the Company, and
a significant  shareholder of AHI,  hereby  unconditionally  guarantees the full
payment and performance of the Company's obligations hereunder.

Article 1.  INTEREST.

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

Article 2.  METHOD OF PAYMENT.

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

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Article 3. CONVERSION

     Section 3.1. CONVERSION PRIVILEGE.

     (a) The Holder of this Debenture  shall have the right,  at its option,  to
convert this Debenture  into shares of common stock of AHI (the "Common  Stock")
at any time  following  March 31, 2004, and then only after not less than ninety
(90) days prior  notice to the  Company.  The  number of shares of Common  Stock
issuable upon the conversion of this Debenture is determined pursuant to Section
3.2 and  rounding  the  result to the  nearest  whole  share.  At any time after
delivery by Holder to the Company of a notice of intent to convert,  the Company
shall not have the right to pre-pay the balance  due on the  debenture,  and the
Holder  shall have the right to convert  the  Debenture  according  to the terms
herein on the 90th day following the mailing or  transmission  of such notice of
intent  (the  "Notice of Intent  Date").  In the event such  notice of intent is
mailed or transmitted within 90 days of the Maturity Date, the Holder shall have
the right to extend the Maturity Date so as to allow conversion of the Debenture
90 days after the Notice of Intent Date.

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

     Section 3.2. CONVERSION PROCEDURE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 4.  Mergers

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

Article 5.  Reports

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

Article 6.  Default and Remedies

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

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

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

Article 7.  Record of Ownership

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

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

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

Article 8.  Dilution.

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

Article 9.  Notices

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

Article 10.  Time

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

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Article 11.  Waivers

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

Article 12.  Rules of Construction

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

Article 13.  Governing Law

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

Article 14.  Litigation

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

                                       9
<PAGE>

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

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

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

ACCUPOLL HOLDING CORP.                  LIVINGSTON INVESTMENTS, LTD.
ACCUPOLL, INC.


By                                      By:
----------------------                          ---------------------------
Dennis Vadura                                   Name:
Chairman and CEO                                Managing Director

DENNIS VADURA

-----------------------------
Dennis Vadura, an individual

                                       10

<PAGE>


                                   Exhibit A

                              NOTICE OF CONVERSION

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

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

Date of Conversion
                   -------------------------------------------------

Applicable Conversion Price
                            ----------------------------------------

Number of Shares Issuable upon this conversion
                                               ---------------------

Signature
          ----------------------------------------------------------
                [Name]

Address
        ------------------------------------------------------------

--------------------------------------------------------------------

Phone                           Fax
      ----------------------         -------------------------------



                            Assignment of Debenture

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

--------------------------------------------------------------------
               (name, address and SSN or EIN of assignee)

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

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

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

                                       11
<PAGE>


                              Schedule of Advances

Date              Amount             Balance             Company Signature
----------  -----------------  -------------------   ---------------------------















                                       12

<PAGE>


                                AMENDMENT NO. 1
                                       TO
                                    DEBENTURE




ISSUANCE DATE                               November 20, 2003
CONVERTIBLE DEBENTURE DUE                   June 30, 2004
AMOUNT                                      Up to $2,500,000.00 (as amended)


     This Amendment No. 1 to Debenture,  dated November 20, 2003, is made by and
between AccuPoll Holding Corp., a Nevada corporation ("AHI") and AccuPoll, Inc.,
a Delaware  corporation  ("API,  "and,  together with AHI, the  "Company"),  and
Livingston Investments, Ltd. or registered assigns (the "Holder").

Negative covenants:

     In exchange for valuable consideration,  the parties agree that the maximum
loan amount under the Debenture shall be $2,500,000,  unless additional advances
are  agreed  to by both AHI and the  Holder in  writing  (such  agreement  to be
conclusively  evidenced by a notation of an additional  advance set forth on the
Schedule of Advances  attached to the  Debenture,  with the  signature of Dennis
Vadura next to such  notation).  All other terms and conditions in the Debenture
shall remain unchanged and in full force and effect.

     IN WITNESS  WHEREOF,  the Company has duly executed this Amendment No. 1 to
Debenture as of December 31, 2003.

ACCUPOLL HOLDING CORP.                        LIVINGSTON INVESTMENTS, LTD.
ACCUPOLL, INC.


By ______________________                          By:_______________________
Dennis Vadura                                        Name:
Chairman and CEO                                     Title: Managing Director

DENNIS VADURA


------------------------
Dennis Vadura, an individual

<PAGE>
                                 AMENDMENT NO. 2
                                       TO
                                    DEBENTURE




ISSUANCE DATE                                   November 20, 2003
CONVERTIBLE DEBENTURE DUE                       June 30, 2004
AMOUNT                                          Up to $2,500,000.00 (as amended)


     This Amendment No. 2 to Debenture,  dated November 20, 2003, is made by and
between AccuPoll Holding Corp., a Nevada corporation ("AHI") and AccuPoll, Inc.,
a Delaware  corporation  ("API,  "and,  together with AHI, the  "Company"),  and
Livingston Investments, Ltd. or registered assigns (the "Holder").

     The  Company  shall not have the  right  to,  and  shall  not,  prepay  the
Debenture  prior to the  maturity  Date.  Prior to  making  any  payment  on the
Debenture for accrued interest or principal,  on the Maturity Date or otherwise,
the Company shall deliver to the Holder a written notice (the "Payment  Notice")
stating the amount to be paid,  how such payment is to be applied  (principal or
interest)  and the date such  payment  will be made.  The Holder  shall have the
right, at any time within the thirty days following the Holder's receipt of such
Payment  Notice,  to convert  all or any  portion of the  Debenture,  in lieu of
receiving the payment set forth in the Payment  Notice.  In the event the Holder
receives the payment prior to the expiration of such thirty day period, then the
Holder  shall  return all or a portion of the amount of such payment and only to
the extent Holder elects to convert all or a portion of the Debenture in lieu of
all or a portion of such payment.

     IN WITNESS  WHEREOF,  the Company has duly executed this Amendment No. 1 to
Debenture as of May 7, 2004.

ACCUPOLL HOLDING CORP.                     LIVINGSTON INVESTMENTS, LTD.
ACCUPOLL, INC.


By_______________________                   By:____________________
Dennis Vadura                                        Name:
Chairman and CEO                                     Title: Managing Director

DENNIS VADURA


------------------------
Dennis Vadura, an individual