EXHIBIT 10.1

THESE SECURITIES MAY BE OFFERED ONLY IN                 No.__________
THOSE STATES IN WHICH THE SECURITIES ARE
EXEMPT FROM REGISTRATION UNDER
APPROPRIATE STATE SECURITIES LAWS

                                ACCUPOLL HOLDING
                                  CORPORATION

                              $2,000,000 Offering
          7% Senior Subordinated Six Month Convertible Promissory Note
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     ACCUPOLL  Holding  Corp.,   ("Issuer"  or  "Company")  whose  wholly  owned
subsidiary,  ACCUPOLL,  Inc. is located at 30 Executive Park, Suite 260, Irvine,
California 92614 USA, is offering to qualified  investors a Senior  Subordinated
Six-Month  Convertible  Promissory  Note  ("Note"),  in  increments  of $100,000
(referred to herein as the "Units"),  which is  subordinate to the assets of the
Company.  The Note(s)  will be  convertible  into shares of common  stock of the
Company at a rate of $0.30 per share.  The proceeds from the sale of the Note(s)
will be used to implement the business plan set forth by the Company.

THIS OFFERING  INVOLVES CERTAIN RISK FACTORS.  SEE "RISK FACTORS" IN ADDITION TO
THE GENERAL RISK OF LENDING MONEY, THE FOLLOWING RISKS SHOULD BE CONSIDERED:

THERE IS NO PUBLIC MARKET FOR THE NOTE,  WARRANT OR SHARES OF THE ISSUER, NOR IS
THERE  ANY  ASSURANCE  THAT ANY  PUBLIC  MARKET  WILL EVER  DEVELOP.  THEREFORE,
PURCHASERS MAY NOT BE ABLE TO LIQUIDATE THE NOTE,  WARRANT OR SHARES IF THE NEED
ARISES.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OF ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL  OFFENCE.  THESE  SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

CERTAIN  FINANCIAL AND OTHER  INFORMATION IS CONTAINED IN THIS PRIVATE PLACEMENT
MEMORANDUM.  ANY  REPRESENTATIONS,  WRITTEN OR ORAL, WHICH DO NOT CONFORM TO THE
INFORMATION CONTAINED HEREIN SHOULD BE DISREGARDED.

         The date of this Private Placement Memorandum is 30 June, 2003.

<PAGE>

(1)  Officers,  Directors,  Employees and other  associated  individuals  of the
     Issuer will offer the securities on a "Best Efforts Basis",  however,  they
     will  receive no  compensation  for their  efforts.  The Company may employ
     members of the National Association of Securities Dealers, Inc. ("NASD") to
     offer  these  securities  also  on a  "Best  Efforts  Basis."  Third  party
     consultants  that  assist the Company in this  offering  will be paid a fee
     equal  to  thirteen  percent  (13%)  of  the  securities  sold  by ,  or to
     purchasers introduced to the Company by, such consultants.

THE OFFERING OF THESE SECURITIES HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE  COMMISSION  ("SEC") UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND IS MADE PURSUANT TO CERTAIN  EXEMPTIONS  THEREUNDER AS A TRANSACTION
BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING.  FURTHER, THIS PRIVATE PLACEMENT
MEMORANDUM,  EXCEPT AS MAY BE  INDICATED IN A  SUPPLEMENT  HERETO,  HAS NOT BEEN
SUBMITTED TO, OR REVIEWED BY, ANY STATE SECURITIES COMMISSION. AS A CONSEQUENCE,
SUCH  SECURITIES WILL BE REQUIRED TO BE HELD UNTIL MATURITY UNLESS CALLED OR ARE
SUBSEQUENTLY  REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  THERE IS NO PUBLIC MARKET FOR THE  SECURITIES  AND NONE IS LIKELY TO
DEVELOP.

THE ISSUER UNDERTAKES (1) TO MAKE AVAILABLE TO EVERY PROSPECTIVE INVESTOR OF THE
SECURITIES AND HIS\HER REPRESENTATIVE, DURING THE COURSE OF THIS TRANSACTION AND
PRIOR TO SALE, ANY INFORMATION  REQUESTED BY HIM\HER  REGARDING THE ISSUER;  AND
(2) THE OPPORTUNITY TO ASK QUESTIONS OR, AND RECEIVE ANSWERS FROM, THE ISSUER OF
ANY  CONDITIONS  OF THIS  OFFERING,  AND TO OBTAIN  ANY  ADDITIONAL  INFORMATION
NECESSARY  TO  VERIFY  THE  ACCURACY  OF  INFORMATION  MADE  AVAILABLE  TO  SUCH
PROSPECTIVE INVESTOR.

PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES,  A PROSPECTIVE  INVESTOR SHOULD
CAREFULLY REVIEW AND CONSIDER THE ENTIRE PRIVATE PLACEMENT  MEMORANDUM STATEMENT
INCLUDING  ALL  OF  ITS  EXHIBITS.  PROSPECTIVE  INVESTORS  ARE  URGED  TO  MAKE
ARRANGEMENTS  WITH THE ISSUER TO INSPECT ITS BOOKS AND RECORDS,  ITS  MANAGEMENT
PRACTICES,  ANY DOCUMENT  REFERRED TO IN THE PRIVATE PLACEMENT  MEMORANDUM,  AND
OTHER  DATA  RELATING  TO  THIS  PRIVATE  PLACEMENT  MEMORANDUM.   THE  ISSUER'S
REPRESENTATIVES ARE AVAILABLE TO DISCUSS WITH PROSPECTIVE  INVESTORS ANY MATTERS
SET FORTH IN THIS PRIVATE  PLACEMENT  MEMORANDUM OR ANY OTHER MATTER RELATING TO
THE  SECURITIES  BEING OFFERED  HEREBY IN ORDER THAT  PROSPECTIVE  INVESTORS AND
THEIR REPRESENTATIVES MAY HAVE AVAILABLE TO THEM ALL INFORMATION,  FINANCIAL AND
OTHERWISE, RELATING TO THE INVESTMENT.

NO DEALER,  ASSOCIATE,  AGENT, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY  INFORMATION  OR TO MAKE ANY  REPRESENTATION  NOT  CONTAINED IN THIS
PRIVATE  PLACEMENT  MEMORANDUM  AND,  IF  GIVEN  OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED UPON.

                                                                               1
<PAGE>

THIS PRIVATE  PLACEMENT  MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE THE SECURITIES IN ANY STATE OR OTHER  JURISDICTION  TO ANY PERSON OR
ENTITY  TO WHOM IT IS  UNLAWFUL  TO MAKE  SUCH AN  OFFER  OR  SOLICITATION.  THE
DELIVERY OF THIS PRIVATE  PLACEMENT  MEMORANDUM OR ANY SALE HEREUNDER  SHALL NOT
UNDER ANY  CIRCUMSTANCES  BE DEEMED TO IMPLY THAT THERE HAS NOT BEEN A CHANGE IN
THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF.

THE SECURITIES ARE BEING OFFERED SUBJECT TO ACCEPTANCE,  PRIOR SALE, WITHDRAWAL,
AND  CANCELLATION OR MODIFICATION OF THE OFFER AT ANY TIME WITHOUT NOTICE BY THE
ISSUER.

THE SECURITIES ARE ONLY BEING OFFERED TO PENSION FUNDS,  PROFIT SHARING  TRUSTS,
AND OTHER INSTITUTIONAL INVESTORS, AND TO PURCHASERS WHO PERSONALLY, OR TOGETHER
WITH  THEIR  PROFESSIONAL  ADVISORS,  HAVE  SUCH  KNOWLEDGE  AND  EXPERIENCE  IN
FINANCIAL AND BUSINESS  MATTERS THAT THEY ARE CAPABLE OF  EVALUATING  THE MERITS
AND RISKS OF INVESTMENTS IN SUCH SECURITIES AND OF PROTECTING THEIR INTERESTS IN
THIS TRANSACTION (SEE "WHO SHOULD INVEST").

INVESTORS  SHALL NOT BECOME OWNERS OF THE ISSUER'S NOTE UNTIL THE  ACCEPTANCE OF
SUCH INVESTORS' PROPERLY COMPLETED SUBSCRIPTION DOCUMENTS BY THE ISSUER PURSUANT
TO THE TERMS AND CONDITIONS SET FORTH THEREIN.

                      (USA) FOR CALIFORNIA RESIDENTS ONLY

     THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN QUALIFIED WITH THE CALIFORNIA
DEPARTMENT OF  CORPORATIONS  NOR HAS THE CALIFORNIA  DEPARTMENT OF  CORPORATIONS
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM.  ANY  REPRESENTATION TO
THE  CONTRARY IS A CRIMINAL  OFFENSE.  THE  ISSUANCE OF SUCH  SECURITIES  OR THE
PAYMENT  OR  RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFORE  PRIOR TO SUCH
QUALIFICATION  IS  UNLAWFUL,  UNLESS  THE  SALE OF  SECURITIES  IS  EXEMPT  FROM
QUALIFICATION  BY SECTION 25100,  25102 OR 25015 OF THE CALIFORNIA  CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES IN THIS PRIVATE PLACEMENT MEMORANDUM AND RELATED
SUBSCRIPTION  AGREEMENT ARE EXPRESSLY  CONDITIONED UPON SUCH QUALIFICATION BEING
OBTAINED,   UNLESS  THE  SALE  IS  SO  EXEMPT  THE  CALIFORNIA  COMMISSIONER  OF
CORPORATIONS DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES.

                       (USA) FOR COLORADO RESIDENTS ONLY

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  OR THE  COLORADO  SECURITIES  ACT OF 1981,  BY REASON OF  SPECIFIC
EXEMPTIONS  THEREUNDER  RELATING TO THE LIMITED  AVAILABILITY  OF THE  OFFERING.
THESE SECURITIES CANNOT BE SOLD,  TRANSFERRED,  OR OTHERWISE  DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS THEY ARE  SUBSEQUENTLY  REGISTERED OR ANY EXEMPTION FROM
REGISTRATION IS AVAILABLE.
                                                                               2
<PAGE>

                        (USA) FOR FLORIDA RESIDENTS ONLY

     THE  SHARES  REFERRED  TO  HEREIN  WILL BE SOLD  TO,  AND  ACQUIRED  BY THE
PARTICIPANT  IN A  TRANSACTION  EXEMPT  UNDER  SECTION  517.061  OF THE  FLORIDA
SECURITIES ACT. THE SUBSCRIPTIONS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE
STATE OF FLORIDA.  ALL FLORIDA  RESIDENTS  HAVE A THREE DAY RIGHT OF  RESCISSION
WITHIN THREE (3) BUSINESS DAYS AFTER THE FIRST TENDER OF  CONSIDERATION  IS MADE
BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR
WITHIN  THREE (3)  BUSINESS  DAYS AFTER THE  AVAILABILITY  OF THAT  PRIVILEGE IS
COMMUNICATED  TO SUCH  PURCHASER,  A  SUBSCRIBER  SHALL  ONLY  SEND A LETTER  OR
TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM,  INDICATING
HIS OR HER  INTENTION  TO WITHDRAW.  SUCH LETTER OR TELEGRAM  SHOULD BE SENT AND
POSTMARKED BEFORE THE END OF THE AFOREMENTIONED THIRD DAY. IT IS PRUDENT TO SEND
SUCH LETTER BY CERTIFIED MAIL,  RETURN RECEIPT  REQUESTED,  TO INSURE THAT IT IS
RECEIVED  AND ALSO TO  EVIDENCE  THE TIME AND DATE WHEN IT IS  MAILED.  SHOULD A
FLORIDA   RESIDENT  MAKE  THIS  REQUEST  ORALLY,   HE  SHOULD  ASK  FOR  WRITTEN
CONFIRMATION THAT THIS REQUEST HAS BEEN RECEIVED.

                        (USA) FOR GEORGIA RESIDENTS ONLY

     THE  SECURITIES  REFERRED  TO HEREIN  WILL BE ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH  (13) OF CODE SECTION  10-5-9 OF THE GEORGIA STATE  SECURITIES  ACT OF
1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

                       (USA) FOR NEW JERSEY RESIDENTS ONLY

     THE SHARES  OFFERED  HEREBY HAVE NOT BEEN  APPROVED OR  DISAPPROVED  BY THE
BUREAU OF  SECURITIES OF THE STATE OF NEW JERSEY NOR HAS THE BUREAU PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING.  THE FILING OF THIS DISCLOSURE  MEMORANDUM
DOES NOT  CONSTITUTE  APPROVAL  OF THE ISSUE OR SALE  THEREOF  BY THE  BUREAU OF
SECURITIES.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.   THESE  ARE
SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK.

                        (USA) FOR NEW YORK RESIDENTS ONLY

     THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF
NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK  HAS  NOT  PASSED  ON  OR  ENDORSED  THE  MERITS  OF  THIS  OFFERING.   ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     THIS  OFFERING  MEMORANDUM  DOES NOT  CONTAIN  ANY  UNTRUE  STATEMENT  OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT  NECESSARY TO MAKE THE STATEMENTS
MADE. IN LIGHT OF THE CIRCUMSTANCES  UNDER WHICH THEY WERE MADE, NOT MISLEADING.
IT CONTAINS A FAIR  SUMMARY OF THE MATERIAL  TERMS OF DOCUMENTS  PURPORTED TO BE
SUMMARIZED HEREIN.

                      (USA) FOR PENNSYLVANIA RESIDENTS ONLY

     EACH  PERSON WHO  ACCEPTS AN OFFER TO  PURCHASE  SECURITIES  EXEMPTED  FROM
REGISTRATION BY SECTION 203(d) DIRECTLY FROM AN ISSUER OR AFFILIATE OF AN ISSUER
SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE  WITHOUT INCURRING ANY LIABILITY
TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO BUSINESS DAYS
FROM THE DATE OF  RECEIPT  BY THE  ISSUER OF HIS  WRITTEN  BINDING  CONTRACT  OF
PURCHASE,  OR IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO WRITTEN  BINDING
CONTRACT  OR  PURCHASE,  WITHIN TWO  BUSINESS  DAYS  AFTER HE MAKES THE  INITIAL
PAYMENT  FOR THE  SECURITIES  BEING  OFFERED.  IF YOU HAVE  ACCEPTED AN OFFER TO
PURCHASE  THESE  SECURITIES  MADE  PURSUANT  TO A  DISCLOSURE  MEMORANDUM  WHICH
CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE  PURSUANT TO
SECTION 207(m) OF THE PENNSYLVANIA SECURITIES
                                                                               3
<PAGE>

ACT OF 1972 (70 P.S.  1-207(m)),  YOU MAY ELECT,  WITHIN TWO BUSINESS DAYS AFTER
THE FIRST TIME YOU HAVE  RECEIVED  THIS NOTICE AND A  DISCLOSURE  MEMORANDUM  TO
WITHDRAW  FROM YOUR  PURCHASE  AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES
PAID BY YOU.  YOUR  WITHDRAWAL  WILL BE WITHOUT  ANY  FURTHER  LIABILITY  TO ANY
PERSON.  TO  ACCOMPLISH  THIS  WITHDRAWAL,  YOU WILL  NEED ONLY SEND A LETTER OR
TELEGRAM TO THE ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE
DISCLOSURE  MEMORANDUM)  INDICATING  YOUR INTENTION TO WITHDRAW.  SUCH LETTER OR
TELEGRAM  SHOULD BE SENT AND POSTMARKED  PRIOR TO THE END OF THE  AFOREMENTIONED
SECOND  BUSINESS  DAY. IF YOU ARE SENDING A LETTER,  IT IS PRUDENT TO SENT IT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO EVIDENCE THE TIME WHEN IT WAS MAILED.  IF YOU SHOULD MAKE THE REQUEST ORALLY,
YOUR SHOULD ASK FOR WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED.

                       (USA) FOR TENNESSEE RESIDENTS ONLY

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY A FEDERAL OR STATE  SECURITIES  COMMISSION  OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

     THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY  AND RESALE
AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND THE  APPLICABLE  STATE  SECURITIES  LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

                  [REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
                                                                               4
<PAGE>

                              SUMMARY OF OFFERING

     The  following  materials  are  intended  to provide  selected  information
regarding  the Note(s),  Warrant(s),  the Issuer,  and its business  plan.  This
offering  should be read  carefully in connection  with, and is qualified in its
entirety,  by the detailed  information  appearing  elsewhere  in this  Offering
Memorandum.

EACH  PROSPECTIVE  PURCHASER  OF THE  NOTES AND  WARRANTS  IS URGED TO READ THIS
ENTIRE PRIVATE PLACEMENT MEMORANDUM BEFORE PURCHASING THE SECURITIES.

Investment Opportunity

     The securities  being offered are a six-month  (which may be extended three
months by company) Convertible Promissory Note(s) of the Issuer. The Issuer will
pay to the Note Holder a 7% simple interest semi-annually. The Note shall expire
on six months  from  subscription  date.  The  Company may extend the note by an
additional  three  months  by way of  written  notice  being  given  to the Note
Holders.  The Note(s) is backed by the assets to the Company and its subsidiary,
ACCUPOLL,  Inc.,  and in the event of a default  by the  Company  shall the Note
Holder receive these assets on a pro rata basis.

Use of Proceeds

     Upon  successful  funding of the  offering,  the  proceeds  will be used to
implement  the  Company's  business  plan as discussed  herein and for operating
expenses.

Risk Factors

     There is no guarantee of liquidity in the public  market for the Note(s) to
be issued by the Issuer,  nor is there any assurance that any public market will
ever  develop for the  securities.  Therefore,  Note  Holders may not be able to
liquidate their Notes if the need arises before the notes mature, in addition to
the inherent risks of investing money. (See "Risk Factors").

Tax Status

     Note Holders will accrue 7% simple interest,  semi-annually,  on each Note.
It is the intent of the  Company  to pay all  interest  in cash,  however in the
event the Company cannot pay the interest in cash, the interest will be added to
the principal at time of conversion, and as such, it is anticipated the interest
earned may be  phantom  Portfolio  Income.  As such,  there may be  adverse  tax
implications  to each investor.  No opinion of such tax treatment will be sought
and each  investor/purchaser of the Notes should consult his/her own tax advisor
or consultant before purchasing a Note.

                                 WHO MAY INVEST

Qualification of Purchasers

     A purchase  of the  Note(s)  involves  some risk and is  suitable  only for
persons having financial  resources who understand both the tax consequences and
risk factors  associated  with such  purchase.  The Note(s) will be sold only to
persons who have such knowledge and experience in
                                                                               5
<PAGE>

investing and business matters that they are capable of evaluating the merit and
risks of purchase of the Note(s).

     Prior to the purchase of the Note(s),  each  prospective  purchaser will be
required to represent  that he or she has the requisite  knowledge to assess the
risk or has relied  upon the advice of his or her own  counsel  and  accountants
and\or   financial   representative(s)   with   regard  to  the  tax  and  other
considerations involved in making such an investment.

     There is no public market for the Note(s) and no assurance  that the Issuer
can  expect  to  develop  such  market.  Investors  may  not be  able to sell or
liquidate  their  Note(s)  in the event of an  emergency  or for other  reasons.
Accordingly, a purchase of the Note(s) is suitable only for persons of financial
means adequate to provide for their current needs and personal contingencies and
who have no need for liquidity in the Note(s).

     The  offer  and  sale of the  Note(s)  is  restricted  to  persons  who are
purchasing  the Note(s) for their own  account or in a  fiduciary  capacity  for
persons who are purchasing for their own account.

The Note(s) will be sold only to persons who can, and do, truthfully represent
and warrant that they either:

     (a) had during their last  taxable  year,  or estimate  that they will have
     during the current year, gross taxable income of US$200,000 or more; or

     (b)  have  a  net  worth  (as  computed  above)  of at  least  US$1,000,000
     (including home); or

     (c) are purchasing  the Note(s) in a fiduciary  capacity for persons having
such taxable income and/or net worth.

     These suitability  standards are minimum  requirements for prospective Note
purchasers and the satisfaction of the above standards does not necessarily mean
the  Note(s)  are a suitable  investment  for such  purchasers.  The Issuer will
require a signed  Subscription  Agreement in the form attached hereto making the
foregoing representation as well as other representations designed to assure the
Issuer of each  purchaser's  qualifications,  and the Issuer  will rely upon the
veracity of such  representations.  The Issuer  reserves  the right to refuse to
sell the  Note(s) to any person or entity  that,  in the  opinion of the Issuer,
fails to satisfy  the  foregoing  requirements  or for any other  reason  deemed
appropriate by the Issuer.

This offering is being made only to Non-US  Persons,  as defined in Regulation S
promulgated  under  the  Securities  Act of 1933,  as  amended  (Regulation  S).
Therefore,  residents  of the United  States  will not be  eligible  to purchase
securities hereunder.

Terms of the Purchase

     The minimum purchase of the Notes(s) is $100,000 for all investors.

                                                                               6
<PAGE>

     (USA)  This  offering  of  the  Note  is  pursuant  to an  exception  under
Regulation D and Regulation S of the Securities Act of 1933, as amended.

Plan of Distribution

     Officers,  Directors,  Employees and other  associated  individuals  of the
Issuer will offer the securities on a "Best Efforts Basis";  however,  they will
receive no compensation for their efforts.  The Company may employ member of the
National  Association of Securities  Dealers,  Inc. ("NASD") to also offer these
securities  on a "Best  Efforts  Basis," and such  advisors  shall be paid a fee
equal to thirteen percent (13%) of the gross sales price of such securities.

Registration of Securities

     The offer and sale of the  Note(s)  and  Warrants  has not been  registered
under the Securities Act of 1933, as amended, and, therefore, the securities are
deemed "restricted securities".

Subscription Procedure

     To make a purchase of the  Note(s),  each  purchaser  should  complete  and
deliver the following documents to:

                             ACCUPOLL HOLDING CORP
                               30 Executive Park
                                   Suite 260
                                Irvine, CA 92614

     (a) A check payable to "ACCUPOLL HOLDING CORP:" - in the amount of the Note
     amount being purchased.

     (b) An executed copy of the Note

     (c) An executed Investor Questionnaire.

     The Issuer will review the purchase  documents for  completeness and proper
execution. The Issuer has the absolute right, at its sole discretion, to reject,
in whole or in part, any purchase that is tendered or to waive any defect in any
purchase document. Should the Issuer decide to reject a purchase, it will return
the purchase  documents,  including  the  purchaser's  check to the  prospective
purchaser.  If the Issuer accepts a purchase ("Acceptance") for Notes, said Note
will be forwarded to the  purchaser at such time the  subscription  is accepted.
Interest on each Note shall accrue from the date of Acceptance.

IN MAKING AN  INVESTMENT  DECISION IN THE  PROPOSED  OFFERING OF ACCUPOLL  CORP,
("ACCUPOLL" OR THE "COMPANY") OFFERED HEREBY,  PROSPECTIVE  PURCHASERS MUST RELY
ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE  MERITS  AND  RISKS  INVOLVED.  THIS  OFFERING  HAS  NOT  BEEN  APPROVED  OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AGENCY.
                                                                               7
<PAGE>


NOR  HAS  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES
COMMISSION  OR  REGULATORY  AGENCY  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROPOSED OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS  MEMORANDUM IS BEING FURNISHED ON A CONFIDENTIAL  BASIS,  SOLELY FOR USE IN
CONNECTION  WITH  CONSIDERATION  OF THE PURCHASE OF THE PROPOSED  OFFERING.  ANY
REPRODUCTION  OR DISTRIBUTION  OF THIS  MEMORANDUM,  IN WHOLE OR IN PART, OR THE
DIVULGENCE  OF ANY OF ITS  CONTENTS  (IN EACH CASE,  OTHER  THAN TO PERSONS  AND
ENTITIES  RETAINED TO ADVISE THE  RECIPIENT  HEREOF),  WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, IS PROHIBITED.

WHILE THE INFORMATION  PROVIDED  HEREIN IS BELIEVED TO BE ACCURATE,  THE COMPANY
DOES NOT MAKE ANY  EXPRESS  OR  IMPLIED  REPRESENTATION  OR  WARRANTY  AS TO THE
ACCURACY OR COMPLETENESS OF THIS  INFORMATION.  ALL PROSPECTIVE  PURCHASERS WILL
HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF THE COMPANY TO VERIFY ANY OF
THE INFORMATION INCLUDED HEREIN AND TO OBTAIN ADDITIONAL  INFORMATION  REGARDING
THE COMPANY.  COPIES OF ALL DOCUMENTS,  CONTRACTS,  FINANCIAL  INFORMATION,  AND
OTHER COMPANY  RECORDS WILL BE MADE AVAILABLE FOR INSPECTION AT ANY SUCH MEETING
OR DURING NORMAL BUSINESS HOURS UPON REQUEST TO THE COMPANY. IT IS EXPECTED THAT
EACH  PROSPECTIVE  PURCHASER  WILL PURSUE THEIR OWN  INDEPENDENT  INVESTIGATION.
STATEMENTS  HEREIN ARE MADE AS OF THE DATE HEREOF.  NEITHER THE DELIVERY OF THIS
MEMORANDUM NOT ANY TRANSACTION MADE HEREBY SHALL CREATE, UNDER ANY CIRCUMSTANCE,
ANY  IMPLICATION  THAT  THERE HAS BEEN NO CHANGE  IN ANY  INFORMATION  CONTAINED
HEREIN SINCE THE DATE HEREOF.

NO PERSON HAS BEEN  AUTHORIZED  IN  CONNECTION  WITH THIS  OFFERING  TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED HEREIN AND, IF
GIVEN OR MADE,  SUCH  INFORMATION OR  REPRESENTATION  MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE PLACEMENT AGENT.

THE PROJECTIONS OF FUTURE FINANCIAL  RESULTS  INCLUDED HEREIN (THE  PROJECTIONS)
WERE  PREPARED  SOLELY BY THE COMPANY AND WERE NOT  PREPARED  WITH A VIEW TOWARD
PUBLIC  DISCLOSURE OR COMPLYING WITH THE  SECURITIES  AND EXCHANGE  COMMISSION'S
PUBLISHED GUIDELINES REGARDING PROJECTED FINANCIAL INFORMATION.  THE PROJECTIONS
HAVE NOT BEEN COMPLIED OR REVIEWED BY INDEPENDENT  ACCOUNTANTS AND  ACCORDINGLY,
NO OPINION OR OTHER FORM OF ASSURANCE IS  EXPRESSED.  IN ADDITION,  BECAUSE SUCH
PROJECTIONS  ARE BASED ON A NUMBER OF ASSUMPTIONS AND ARE SUBJECT TO SIGNIFICANT
ECONOMIC,  OPERATIONAL AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES,  MANY OF
WHICH ARE BEYOND THE CONTROL OF THE  COMPANY,  THERE IS NO  ASSURANCE  THAT THEY
WILL BE REALIZED,  AND ACTUAL RESULTS MAY VARY  SIGNIFICAnTLY  FROM THOSE SHOWN.
THE INCLUSION OF THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION THAT
THE PROJECTIONS WILL BE ACHIEVED.

MARKET DATA AND INDUSTRY  INFORMATION REFERRED TO IN THIS MEMORANDUM ARE DERIVED
FROM  VARIOUS  TRADE  PUBLICATIONS  AND  INDUSTRY  SOURCES.  WHILE  THE  COMPANY
NONETHELESS   BELIEVES  THAT  THE  FIGURES   CONTAINED  HEREIN  ARE  REASONABLY
INDICATIVE OF THE INDUSTRY. SUCH ESTIMATES ARE INHERENTLY INEXACT.
                                                                               8
<PAGE>

Wire Transfer Instructions:

To: Bank of America

        The Private Bank
        555 California St., 7th Floor
        San Francisco, CA 94104

ABA # 121000358

For credit to: Accupoll Inc.
Account#: 13298-03129

Investor Signature:             /s/
                                ----------------------------------------

Investor Name (printed):        PAN AMERICAN MANAGEMENT CO. SA., PANAMA
                                ----------------------------------------

Units Purchased:                5
                                -------------------

Investment Amount:              USD 500.000.
                                -------------------

AccuPoll Holding Corp:

Signed:                         /s/ Dennis Vadura
                                -------------------

                                Dennis Vadura, CEO

Date:                           7/15/03
                                -------------------


                                                  Confirmation of
                                                  the tax sent on
                                                  July 18th 2003
<PAGE>