CONSULTING AGREEMENT



         THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of May

29,2002 (the "Effective Date"), by and between Accupoll, Inc., a Delaware

corporation and it's affiliate Accupoll Holding Company, a Nevada Corporation

(the "Company"), and Craig Hewitt, and/or his affiliate Hewitt & Associates, Inc

a Nevada Corporation (the "Consultant"), with reference to the following facts:



                                    RECITALS



         WHEREAS, the Company desires to retain the services of the Consultant

and the Consultant desires to perform services as an independent contractor for

the Company.



         NOW, THEREFORE, the parties hereto hereby agree as follows:



1. SCOPE OF SERVICES. The Consultant agrees to provide services to the Company

relating to finance and accounting, and such other operational and business

development services as the Company may reasonably request. (the "Services").

The Consultant will determine the method, details and means of performing the

Services, and shall use his best efforts to accomplish the Services within the

times required by the Company. The company agrees that the internal title of

consultant shall be Chief Financial Officer. The Consultant agrees to provide

what would be considered a full-time schedule to the Company, and shall not

engage in any activity that shall interfere with the terms and conditions of

this Agreement.



2. TERM AND TERMINATION.



         2.1 The term of this Agreement shall commence as of the Effective Date

and, unless sooner terminated as provided herein, shall continue on a bi-weekly

basis, for fifty two (52) weeks, commencing on May 29,2002, and expiring on May

28,2003, unless one party shall have given fourteen (14) days advance written

notice to the other party to terminate the Agreement.



         2.2 The Company and the Consultant may mutually agree in writing to

terminate this Agreement at any time.



         2.3 following events: This Agreement shall automatically terminate upon

the occurrence of any of the



         (a)      the bankruptcy of either party;



         (b)      the liquidation or dissolution of either party.













         2.4 Upon any termination of this Agreement, the Consultant shall

promptly deliver to the Company all Confidential Information (defined below) and

property belonging to the Company that is in its possession or under its

control, and the Consultant shall retain no copies or reproductions of such

Confidential Information.



3. COMPENSATION. For all services rendered by the Consultant under this

Agreement, the Company shall compensate to Consultant the following:



         (a)      Through August 31, 2002, the Company shall pay the Consultant

                  a bi-weekly consulting fee in the amount of $2,500 at the end

                  of each two-week period.

         (b)      Beginning September 1, 2002 the bi-weekly consulting fee will

                  be increased to $3,750

         (c)      Consultant shall be granted the option to purchase up to

                  75,000 shares of the company's common stock at a price of $

                  1.25 per share. The shares shall vest ratably over the term of

                  this agreement. The shares are restricted for one year. Upon

                  termination of this agreement, all shares must be exercised

                  within 90 days, or they will be forfeited back to the Company.

                  The shares shall be adjusted as a result of any

                  re-capitalization, or split of the company's common stock. In

                  the event of a sale, or change of control of the company, all

                  shares shall accelerate and immediately vest. If the company

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