Exhibit 10.238






                           DASIBI ENVIRONMENTAL CORP.

                          EMPLOYEES' STOCK OPTION PLAN


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                                TABLE OF CONTENTS



1          Purpose.  1
2          Definitions.........................................................1
2.1        Accrued Installment.................................................1
2.2        Affiliate 1
2.3        Board.    1
2.4        Code.     ..........................................................1
2.5        Company.  1
2.6        Common Stock.  .....................................................1
2.7        Compensation Committee..............................................1
2.8        Disabled or Disability.  ...........................................1
2.9        Eligible Recipient..................................................1
2.10       Fair Market Value.  ................................................2
2.11       Family Member.......................................................2
2.12       Incentive Stock Option.  ...........................................2
2.13       Nonqualified Stock Option.  ........................................2
2.14       Optionee.  .........................................................2
2.15       Option Price.  .....................................................2
2.16       Participant.........................................................2
2.17       Plan.     ..........................................................2
2.18       Plan Administrator.  ...............................................3
2.19       Restricted Stock....................................................3
2.20       Stock Option.  .....................................................3
3.         Stock Options Under the Plan. ......................................3
4.         Effective Date of Plan. ............................................3
5.         Term of Plan........................................................3
6.         Administration......................................................3
7.         Eligibility.  ......................................................4
8.         Shares Subject to the Plan..........................................5
8.1        Available Shares.  .................................................5
8.2        Capital Structure Adjustments.  ....................................5
9.         Terms and Conditions of Stock Options. .............................5
9.1        Number of Shares Subject to Stock Option.   ........................5
9.2        Stock Option Price.  ...............................................6
9.3        Notice and Payment.  ...............................................6
9.4        Non-Transferability of Options......................................7
9.5        Exercise of Stock Option. ..........................................7

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9.6        Term of Stock Option.  .............................................8
9.7        Limit on Incentive Stock Options.  .................................9
9.8        No Fractional Shares.  .............................................9
9.9        Exercisability in the Event of Death.  .............................9
9.10       Modification, Extension, and Renewal of Stock Options...............9
9.11       Loans     ......................................................... 9
9.12       Cash Payments......................................................10
10.        Restricted Stock...................................................10
10.1       General   10
10.2       Awards and Certificates............................................11
10.3       Restrictions and Conditions........................................11
11.        Termination or Amendment of the Plan.   ...........................11
11.1       Amendment to Plan.  ...............................................12
11.2       Effect of Termination of Plan on Outstanding Stock Options or
           Restricted Stock.  ................................................12
11.3       Stockholder Approval for Amendment to Plan. .......................12
12.        Indemnification. ..................................................12
13.        Withholding.  .....................................................12
13.1       Irrevocable Election.  ............................................13
13.2       Approval by Plan Administrator. ...................................13
13.3       Timing of Election.  ..............................................13
13.4       Timing of Delivery.  ..............................................13
13.5       Terms in Agreement. ...............................................13
14.        General Provisions. ...............................................13
14.1       Transfer of Common Stock.  ........................................13
14.2       Reservation of Shares of Common Stock.  ...........................13
14.3       Restrictions on Issuance of Shares.  ..............................13
14.4       Notices.  .........................................................14
14.5       Representations and Warranties.  ..................................14
14.6       No Enlargement of Employee Rights.  ...............................14
14.7       Restrictions on Issuance of Shares.  ..............................15
14.8       Legends on Stock Certificates.  ...................................15
14.9       Remedies.  ........................................................15
14.10      Invalid Provisions.  ..............................................16
14.11      Applicable Law. ...................................................16
14.12      Successors and Assigns.  ..........................................16
14.13      Rights as a Stockholder or Employee................................16

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                           DASIBI ENVIRONMENTAL CORP.
                          EMPLOYEES' STOCK OPTION PLAN


     1. Purpose. The purpose of this Dasibi Environmental Corp. (the "Company")
Employees' Stock Option Plan (the "Plan") is to further the growth and
development of the Company by providing an incentive to directors, officers,
employees and consultants of the Company who are in a position to contribute
materially to the prosperity of the Company and to participate in the long-term
growth of the Company by receiving the opportunity to acquire shares of the
Common Stock of the parent company Pollution Research and Control Corp. ("PRCC")
and to provide for additional compensation based on appreciation in the PRCC's
shares. The Plan provides a means to increase such persons' interests in the
Company's welfare, to encourage them to continue their services to the Company
or its subsidiaries, and to attract individuals of outstanding ability to enter
the employment of the Company or its subsidiaries.

     2.   Definitions. The following definitions are applicable to the Plan:

          2.1 Accrued Installment. Any exercisable portion of a Stock Option
     granted under the Plan.

          2.2 Affiliate. Any subsidiary corporation of the Company, as such term
     is defined in Sections 424(e) and (f), respectively, of the Code.

          2.3 Board. The Board of Directors of the Company.

          2.4 Code. The Internal Revenue Code of 1986, as amended from time to
     time.

          2.5 Company. Pollution Research and Control Corp., a California
     corporation.

          2.6 Common Stock. The shares of the no par value common stock of PRCC.

          2.7 Compensation Committee. A Committee selected by the Board that
     shall administer the Plan pursuant to the terms hereof.

          2.8 Disabled or Disability. A Participant shall be deemed to be
     Disabled if he or she is unable to engage in any substantial gainful
     activity by reason of any medically determinable physical or mental
     impairment that can be expected to result in death or that has lasted or
     can be expected to last for a continuous period of not less than thirty
     (30) consecutive days. The determination of whether an individual is
     Disabled or has a Disability shall be determined under procedures
     established by the Plan Administrator.

          2.9 Eligible Recipient. Shall have the meaning assigned to it in
     Section 7 hereof.

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          2.10 Fair Market Value. For purposes of the Plan, the Fair Market
     Value of any share of Common Stock of the Company at any date shall be
     determined based on the following: (a) if the Common Stock is listed on an
     established stock exchange or exchanges or reported by NASDAQ, the last
     reported sale price per share on the last trading day immediately preceding
     such date on the principal exchange on which it is traded, or if no sale
     was made on such day on such principal exchange, at the closing reported
     bid price on such day on such exchange, or (b) if the Common Stock is not
     then listed on an exchange, the last reported sale price per share on the
     last trading day immediately preceding such date reported by NASDAQ, or if
     sales are not reported by NASDAQ or no sale was made on such date, the
     average of the closing bid and asked price per share for the Common Stock
     in the over-the-counter market as quoted by NASDAQ on the day prior to such
     date, or (c) if the Common Stock is not publicly traded at the time and a
     Stock Option or Restricted Stock award is granted under the Plan, Fair
     Market Value shall be deemed to be the fair value of the Common Stock as
     determined by the Plan Administrator after taking into consideration all
     factors that it deems appropriate, including, without limitation, recent
     sale and offer prices of the Common Stock in private transactions
     negotiated at arm's-length.

          2.11 Family Member. For purposes of the Plan, Family Member means a
     Participant's spouse, stepchildren, in-laws, ancestors and lineal
     ascendants and descendants. In addition, a Family Member shall be deemed to
     include a corporation, partnership, limited liability company, or trust
     whose only stockholders, partners, members or beneficiaries are the
     specified person and/or the specified person's spouse, stepchildren,
     in-laws, ancestors and lineal ascendants and/or descendants.

          2.12 Incentive Stock Option. Any Stock Option intended to be and
     designated as an "incentive stock option" within the meaning of Section 422
     of the Code.

          2.13 Nonqualified Stock Option. Any Stock Option that is not an
     Incentive Stock Option.

          2.14 Optionee. The recipient of a Stock Option.

          2.15 Option Price. The exercise or purchase price for any Stock Option
     awarded under the Plan.

          2.16 Participant. Any Eligible Recipient selected by the Plan
     Administrator, pursuant to the Plan Administrator's authority in Section 7
     herein, or by the Board, to receive grants of Stock Options, Restricted
     Stock awards or any combination of the foregoing.

          2.17 Plan. The Dasibi Environmental Corp. Employees' Stock Option
     Plan, as amended from time to time.

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          2.18 Plan Administrator. The President of the Company, as designated
     pursuant to Section 6 hereof, who is authorized to administer, construe and
     interpret the terms of the Plan.

          2.19 Restricted Stock. Any award granted pursuant to Section 10 hereof
     of shares of Common Stock subject to certain restrictions.

          2.20 Stock Option. Any option to purchase shares of Common Stock
     pursuant to Section 9.

     3. Stock Options Under the Plan. Two types of Stock Options (referred to
herein as "Stock Options" without distinction between such two types) may be
granted under the Plan: Stock Options intended to qualify as Incentive Stock
Options and Nonqualified Stock Options.

     4. Effective Date of Plan. The Plan shall be adopted and become effective
on the date of execution specified below (the "Effective Date").

     5. Term of Plan. Unless sooner terminated by the Board in its sole
discretion, the Plan will expire and no Stock Options or Restricted Stock awards
may be granted hereunder on and after ten (10) years from the Effective Date
(the "Plan Termination Date").

     6. Administration. The Plan shall be administered by the Plan
Administrator, the President of the Company, who shall be under review by the
Compensation Committee. The Compensation Committee shall consist of not fewer
than two (2) members of the Board, all of whom shall be persons who, in the
opinion of counsel to the Company, are outside directors and "non-employee
directors" within the meaning of Rule 16b-3(b)(3)(i) promulgated pursuant to the
Securities Exchange Act of 1934, as amended. From time to time, the Board may
increase or decrease (to not less than two members) the size of the Compensation
Committee, and add additional members to, or remove members from, the
Compensation Committee. The Compensation Committee shall act pursuant to a
majority vote or the unanimous written consent of its members and minutes shall
be kept of all of its meetings and copies thereof shall be provided to the Board
upon request of the Board. Subject to the provisions of the Plan and the
direction of the Board, the Compensation Committee may establish and follow such
rules and regulations for the conduct of its business as it may deem advisable.
No member of the Compensation Committee shall be liable for any action or
determination undertaken or made in good faith with respect to the Plan or any
agreement executed pursuant to the Plan. Subject to the provisions of the Plan,
the Plan Administrator shall have the sole authority and discretion:

               (a) to select those Eligible Recipients who shall be
          Participants;

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               (b) to determine whether and to what extent Stock Options,
          Restricted Stock or a combination of the foregoing are to be granted
          hereunder to Participants;

               (c) to determine the number of shares of Common Stock to be
          covered by each such award granted hereunder;

               (d) to determine the number of shares of Common Stock to be
          granted pursuant to discretionary awards of Stock Options or
          Restricted Stock, in addition to the formulaic grants described in
          Section 6.1(c), to any Eligible Recipient whose performance merits it,
          based on factors including, without limitation, the Eligible
          Recipient's tenure with the Company, responsibility level,
          performance, potential and cash compensation level.

               (e) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder (including, but
          not limited to the restrictions applicable to Restricted Stock awards
          and the conditions under which restrictions applicable to such
          Restricted Stock shall lapse);

               (f) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, that shall govern all written instruments
          evidencing the Stock Options, Restricted Stock or any combination of
          the foregoing granted hereunder to Participants; and

               (g) to reduce the exercise price of any Stock Option to the then
          current Fair Market Value if the Fair Market Value of the Common Stock
          covered by such Stock Option has declined since the date such Stock
          Option was granted.

          The Plan Administrator shall have the authority, in his sole
     discretion, to adopt, alter and repeal such administrative rules,
     guidelines and practices governing the Plan as he shall from time to time
     deem advisable; to interpret the terms and provisions of the Plan and any
     award issued under the Plan (and any agreements relating thereto); and to
     otherwise supervise the administration of the Plan.

          All decisions made by the Plan Administrator pursuant to the
     provisions of the Plan shall be final, conclusive and binding on all
     persons, including the Company and the Participants.


     7. Eligibility. Any of the following individuals shall be eligible to
receive Stock Options or Restricted Stock awards under the Plan (each, an
"Eligible Recipient"): (i) any employee or officer; (ii) any member of the Board
of Directors of the Company or an Affiliate; and (iii) any consultant of the
Company or an Affiliate; provided, however, that no person who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its parent or subsidiary corporations shall be

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eligible to receive an Incentive Stock Option under the Plan unless at the time
such Stock Option is granted the Option Price (determined in the manner provided
in Section 9.2 hereof) is at least 110% of the Fair Market Value of the shares
subject to the Stock Option and such Stock Option by its terms is not
exercisable after the expiration of five (5) years from the date such Stock
Option is granted. Any Participant may receive more than one Stock Option or
Restricted Stock award under the Plan.

     8. Shares Subject to the Plan.

          8.1 Available Shares. The shares reserved and available for issuance
     under the Plan shall be shares of the Company's authorized but unissued, or
     reacquired, Common Stock. Subject to adjustment as provided in Section 8.2
     hereof, the aggregate number of shares that may be issued under the Plan
     shall not exceed One Million Five Hundred Thousand (1,500,000) shares of
     Common Stock. In the event that (i) the grant of any Stock Option under the
     Plan for any reason expires, is terminated or surrendered without being
     exercised in full or is exercised or surrendered without the distribution
     of shares or (ii) any shares of Common Stock subject to any Restricted
     Stock award granted hereunder are forfeited, such shares of Common Stock
     allocable to the unexercised portion of the Stock Option or the Restricted
     Stock award shall again be available for issuance in connection with future
     awards under the Plan. If any shares of Common Stock have been pledged as
     collateral for indebtedness incurred by a Participant in connection with
     the exercise of a Stock Option and such shares are returned to the Company
     in satisfaction of such indebtedness, such shares shall again be available
     for issuance in connection with future awards under the Plan. In the event
     any portion of a Stock Option is exercised pursuant to a "stock-for-stock
     exercise" as provided in Subsection 9.3(b), the shares of Common Stock
     surrendered thereby shall again be available for grant and distribution
     under the Plan as if no Stock Option had been granted with respect to such
     shares. The maximum number of shares of Common Stock that shall be issuable
     upon the exercise of any and all Options granted to any one individual
     during any fiscal year of the Company shall be 900,000.

          8.2 Capital Structure Adjustments. Except as otherwise provided
     herein, in the event of a stock dividend (but only on Common Stock), stock
     split, reverse stock split, recapitalization, reorganization, merger,
     consolidation, separation, or like change in the corporate or capital
     structure of the Company affecting the stock or securities of the Company,
     appropriate and proportionate capital structure adjustments shall be made
     in (i) the aggregate number of shares of Common Stock reserved for issuance
     under the Plan, (ii) the kind, number and Option Price of shares subject to
     outstanding Stock Options granted under the Plan, and (iii) the kind,
     number and purchase price of shares issuable pursuant to awards of
     Restricted Stock. The foregoing adjustments shall be made by the Plan
     Administrator, in his sole discretion, the determination of which in that
     respect shall be final, binding, and conclusive; provided that each
     Incentive Stock Option granted pursuant to the Plan shall not be adjusted
     in a manner that causes it to fail to continue to qualify as an Incentive
     Stock Option. In the event of a liquidation, a merger, reorganization, or
     consolidation of the Company with any other corporation in which the
     Company is not the surviving corporation or the Company becomes a
     wholly-owned subsidiary of another corporation, any unexercised Stock
     Option rights theretofore granted under the Plan shall be (i) assumed by
     any surviving corporation or similar stock options shall be substituted
     therefor, or (ii) such Stock Options shall continue in full force and
     effect.

     9. Terms and Conditions of Stock Options. Stock Options granted under the
Plan shall be evidenced by agreements (which need not be identical) in such form
and containing such provisions that are consistent with the Plan as the Plan
Administrator shall from time to time approve. Such agreements may incorporate
all or any of the terms hereof by reference and shall comply with and be subject
to the following terms and conditions:

          9.1 Number of Shares Subject to Stock Option. Each Stock Option
     agreement shall specify the number of shares subject to the Stock Option.

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          9.2 Stock Option Price. The Option Price for the shares subject to any
     Stock Option shall be such amount as is determined by the Plan
     Administrator. Anything to the contrary contained herein notwithstanding,
     the Option Price for the shares subject to any Nonqualified Stock Option or
     any Incentive Stock Option shall not be less than 100% of the Fair Market
     Value of the shares of Common Stock of the Company on the date the Stock
     Option is granted. In the case of an Incentive Stock Option granted to an
     employee who owns stock possessing more than 10% of the total combined
     voting power of all classes of stock of the Company or any of its parent or
     subsidiary corporations, the Option Price shall not be less than 110% of
     the Fair Market Value of the shares of Common Stock of the Company on the
     date the Stock Option is granted.

          9.3 Notice and Payment. Any exercisable portion of a Stock Option may
     be exercised only by:

               (a) delivery of a written notice to the Company, prior to the
          time when such Stock Option becomes unexercisable under Section 9.6
          hereof, stating the number of shares being purchased and complying
          with all applicable rules established by the Plan Administrator;

               (b) payment in full of the Option Price of such Option by, as
          applicable; (i) cash or check for an amount equal to the aggregate
          Option Price for the number of shares being purchased; (ii) in the
          discretion of the Plan Administrator, upon such terms as the Plan
          Administrator shall approve, a copy of instructions to a broker
          directing such broker to sell the Common Stock for which such Stock
          Option is exercised, and to remit to the Company the aggregate Option
          Price of such Stock Option (a "cashless exercise"); (iii) in the
          discretion of the Plan Administrator, upon such terms as the Plan
          Administrator shall approve, the Optionee may pay all or a portion of
          the Option Price for the number of shares being purchased by tendering
          shares of the Company's Common Stock owned by the Optionee, duly
          endorsed for transfer to the Company, with a Fair Market Value on the
          date of delivery equal to the aggregate Option Price of the shares
          with respect to which such Stock Option or portion is thereby
          exercised (a "stock-for-stock exercise"); or (iv) in any other form of
          legal consideration that may be acceptable to the Plan Administrator
          ("other legal consideration");

               (c) payment of the amount of tax required to be withheld (if any)
          by the Company or any parent or subsidiary corporation as a result of
          the exercise of a Stock Option. At the discretion of the Plan
          Administrator, upon such terms as the Plan Administrator shall
          approve, the Optionee may pay all or a portion of the tax withholding
          by; (i) cash or check payable to the Company; (ii) cashless exercise;
          (iii) stock-for-stock exercise; (iv) other legal consideration; or (v)
          a combination of (i), (ii), (iii) and (iv); and

               (d) delivery of a written notice to the Company requesting that
          the Company direct the transfer agent to issue to the Optionee (or to
          his designee) a certificate for the number of shares of Common Stock
          for which the Stock Option was exercised or, in the case of a cashless
          exercise, for any shares that were not sold in the cashless exercise.

               Notwithstanding the foregoing, the Company, subject to the
          provisions of Section 9.11 hereof, may extend and maintain, or arrange
          for the extension and maintenance of, credit to any Optionee to
          finance the Optionee's payment of the Option Price upon the exercise
          of any Stock Option, on such terms as may be approved by the Plan
          Administrator, subject to applicable regulations of the Federal
          Reserve Board and any other laws or regulations in effect at the time
          such credit is extended. The Plan Administrator may, at any time and
          in his discretion, authorize a cash payment, determined in accordance
          with Section 9.12, which shall not exceed the amount required to pay
          in full the federal, state and local tax consequences of an exercise
          of any Stock Option granted under the Plan.

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          9.4 Non-Transferability of Options.

               (a) Generally. No Stock Option granted under this Plan shall be
          assignable or transferable, directly or indirectly, by an Optionee
          other than by will or the laws of descent and distribution, and such
          Stock Option may be exercised during the Optionee's lifetime only by
          the Optionee, or in the event of death or Disability, by the
          Optionee's legal representative or personal representative.

               (b) Exceptions. Notwithstanding Section 9.4(a), a Nonqualified
          Stock Option may be transferred to a Family Member of the Optionee. In
          the case of a transfer pursuant to this Section, the remaining
          provisions of this Plan and the terms of any Stock Option agreement
          under this Plan shall continue to apply as if the Optionee retained
          ownership of the Stock Option.

          9.5 Exercise of Stock Option. The Plan Administrator shall have the
     power to set the time or times within which each Stock Option shall be
     exercisable and to accelerate the time or times of exercise. To the extent
     that an Optionee has the right to exercise a Stock Option and purchase
     shares pursuant thereto, the Stock Option may be exercised from time to
     time as provided in this Section 9.5. Subject to the actions, conditions
     and/or limitations set forth in this Plan and/or any applicable Stock
     Option agreement entered into hereunder, Stock Options granted under this
     Plan shall be exercisable in accordance with the following rules:

               (a) Subject in all cases to the provisions of Sections 8 and 9.6
          hereof, Stock Options shall vest and become exercisable as determined
          by the Plan Administrator; provided, however that by a resolution
          adopted after a Stock Option is granted the Plan Administrator, may,
          on such terms and conditions as the Plan Administrator may determine
          to be appropriate, accelerate the time at which such Stock Option or
          installment thereof may be exercised.

               (b) Subject to the provisions of Sections 8 and 9.6 hereof, a
          Stock Option may be exercised when and to the extent such Stock Option
          becomes an Accrued Installment as provided in the terms under which
          such Stock Option was granted and at any time thereafter during the
          term of such Stock Option; provided, however, that in no event shall
          any Stock Option be granted after the Plan Termination Date.

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          9.6 Term of Stock Option. Any unexercised Accrued Installment of any
     Stock Option granted hereunder shall expire and become unexercisable and no
     Stock Option shall be exercisable after the earliest of:

               (a) ten (10) years from the date of grant; or

               (b) the expiration date of the Stock Option established by the
          Plan Administrator at the time of grant of any Stock Option; or

               (c) thirty (30) days following the effective date of the
          termination of employment or directorship (if such individual is not
          then an officer or employee of the Company) with the Company or any
          Affiliate, as the case may be, of an Optionee for any reason other
          than death or Disability (the "Termination Date"). The Plan
          Administrator, in his sole discretion, may extend such thirty (30) day
          period for a period following the Termination Date, but in no event
          beyond ten years from the date of grant. Any installments under Stock
          Options that have not accrued (become vested) as of said Termination
          Date shall expire and become unexercisable as of said Termination
          Date. The Plan Administrator, in his sole discretion, may vest any
          installments under Stock Options. Unless otherwise determined by the
          Plan Administrator in its sole discretion, any portion of a Stock
          Option that expires hereunder shall remain unexercisable and be of no
          effect whatsoever after such expiration notwithstanding that such
          Optionee may be reemployed by, or again become a director of, the
          Company or a subsidiary thereof, as the case may be; or

               (d) notwithstanding the foregoing provisions of this Section 9.6,
          in the event of the death of an Optionee while an employee,
          consultant, officer or director of the Company or any Affiliate, as
          the case may be, or in the event of the termination of employment,
          directorship or a contract to render services to the Company by reason
          of the Optionee's Disability, any unexercised Accrued Installment of
          the Stock Option granted hereunder to such Optionee shall expire and
          become unexercisable as of the earlier of: (i) the expiration date of
          the Stock Option established by the Plan Administrator at the time of
          grant of any Stock Option; (ii) ten (10) years from the date of grant;
          or (iii) eighteen (18) months after the date of death of such Optionee
          (if applicable) and one (1) year after the date of the termination of
          employment or directorship by reason of Disability (if applicable).
          Any installments under a deceased Optionee's Option that have not
          become exercisable as of the date of his or her death shall expire and
          become unexercisable as of said date of termination of employment as a
          result of death or Disability. For purposes of this Subsection 9.6(d),
          an Optionee shall be deemed employed by the Company or any of its
          subsidiaries, as the case may be, during any period of leave of
          absence from active employment as authorized by the Company or any of
          its subsidiaries, as the case may be; or

               (e) in the case of an Incentive Stock Option granted to an
          employee who owns stock possessing more than 10% of the total combined
          voting power of all classes of stock of the Company or any of its
          parent or subsidiary corporations, the term set forth in Subsection
          9.6(a), above, shall not be more than five years after the date the
          Stock Option is granted.

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          9.7 Limit on Incentive Stock Options. The aggregate Fair Market Value
     (determined at the time the Incentive Stock Option is granted) of the
     Common Stock with respect to which Incentive Stock Options granted under
     this Plan are exercisable for the first time by an Optionee during any
     calendar year shall not exceed $300,000. To the extent that the aggregate
     Fair Market Value (determined at the time the Stock Option is granted) of
     the Common Stock with respect to which Incentive Stock Options are
     exercisable for the first time by an Optionee during any calendar year
     (under all Incentive Stock Option plans of the Company and any parent or
     subsidiary corporations) exceeds $300,000, such Stock Options shall be
     treated as Nonqualified Stock Options. The determination of which Stock
     Options shall be treated as Nonqualified Stock Options shall be made by
     taking Stock Options into account in the order in which they were granted.

          9.8 No Fractional Shares. In no event shall the Company be required to
     issue fractional shares upon the exercise of a Stock Option.

          9.9 Exercisability in the Event of Death. In the event of the death of
     the Optionee, any such Accrued Installment of a deceased Optionee may be
     exercised prior to its expiration pursuant to Section 9.6 by (and only by)
     the Optionee's personal representatives, heirs, or legatees or other person
     or persons to whom the Optionee's rights shall pass by will or by the laws
     of the descent and distribution, if applicable, subject, however, to all of
     the terms and conditions of this Plan and the applicable Stock Option
     agreement governing the exercise of Stock Options granted hereunder.

          9.10 Modification, Extension, and Renewal of Stock Options. Subject to
     the terms and conditions and within the limitations of the Plan, the Plan
     Administrator may modify, extend, or renew outstanding Stock Options
     granted under the Plan, accept the surrender of outstanding Stock Options
     (to the extent not theretofore exercised) and authorize the granting of new
     Stock Options in substitution therefor (to the extent not theretofore
     exercised). The Plan Administrator may modify any outstanding Stock Options
     so as to specify a lower Option Price. The Plan Administrator shall not,
     however, without the consent of the Optionee, modify any outstanding
     Incentive Stock Option in any manner that would cause the Stock Option not
     to qualify as an Incentive Stock Option. Notwithstanding the foregoing, no
     modification of a Stock Option shall, without the consent of the Optionee,
     alter or impair any rights of the Optionee under the Stock Option.

          9.11 Loans. The Company may extend and maintain, or arrange for the
     extension and maintenance of, credit to any Optionee to finance the
     Optionee's purchase of shares pursuant to the exercise of any Stock Option,
     on such terms as may be approved by the Plan Administrator, subject to
     applicable regulations of the Federal Reserve Board and any other laws or
     regulations in effect at the time such credit is extended, either on or
     after the date of grant of such Stock Option. Such loans may be either in
     connection with the grant or exercise of any Stock Option, or in connection
     with the payment of any federal, state and local income taxes in respect of
     income recognized upon exercise of a Stock Option. The Plan Administrator
     shall have full authority to decide whether to make a loan hereunder and to
     determine the amount, term, and provisions of any such loan, including the
     interest rate (which may be zero) charged in respect of any such loan,
     whether the loan is to be secured or unsecured, the terms on which the loan
     is to be repaid and the conditions, if any, under which it may be forgiven.
     However, no loan hereunder shall have a term (including extensions)
     exceeding ten years in duration or be an amount exceeding the total Option
     Price paid by the borrower under a Stock Option or for related Common Stock
     under the Plan plus an amount equal to the cash payment permitted in
     Section 9.12 below.

                                       9

<PAGE>


          9.12 Cash Payments. The Plan Administrator may, at any time and in his
     discretion, authorize a cash payment in respect of the grant or exercise of
     a Stock Option under the Plan or the lapse or waiver of restrictions under
     a Stock Option, which shall not exceed the amount that would be required in
     order to pay in full the federal, state and local income taxes due as a
     result of income recognized by the recipient as a consequence of: (i) the
     receipt of a Stock Option or the exercise of rights thereunder, and (ii)
     the receipt of such cash payment. The Plan Administrator shall have
     complete authority to decide whether to make such cash payments in any
     case, to make provisions for such payments either simultaneously with or
     after the grant of the associated Stock Option, and to determine the amount
     of any such payment.

     10. Restricted Stock.

          10.1 General. Restricted Stock may be issued either alone or in
     addition to Stock Options granted under the Plan. The Plan Administrator
     shall determine the Eligible Recipients to whom, and the time or times at
     which, grants of Restricted Stock shall be made; the number of shares to be
     awarded; the price, if any, to be paid by the recipient of Restricted
     Stock; the Restricted Period, as defined in Section 10.3 hereof, applicable
     to Restricted Stock; the date or dates on which restrictions applicable to
     Restricted Stock awards shall lapse during the Restricted Period; and all
     other conditions of the Restricted Stock awards. Subject to the
     requirements of Section 162(m) of the Code, as applicable, the Plan
     Administrator may also condition the grant of Restricted Stock upon the
     exercise of Stock Options, or upon such other criteria as the Plan
     Administrator may determine, in his sole discretion. The provisions of
     Restricted Stock awards need not be the same with respect to each
     recipient. In the sole discretion of the Plan Administrator, loans may be
     made to Participants in connection with the purchase of Restricted Stock
     under substantially the same terms and conditions as provided in Section
     9.11 hereof with respect to the exercise of Stock Options.

                                       10

<PAGE>


          10.2 Awards and Certificates. The prospective recipient of a
     Restricted Stock award shall not have any rights with respect to such
     award, unless and until such recipient has executed an agreement evidencing
     the award (a "Restricted Stock Award Agreement") and delivered a fully
     executed copy thereof to the Company, within a period of sixty days (or
     such other period as the Plan Administrator may specify) after the award
     date. Except as otherwise provided below in this Section 10.2, (i) each
     Participant who is awarded Restricted Stock shall be issued a stock
     certificate in respect of such shares of Restricted Stock; and (ii) such
     certificate shall be registered in the name of the Participant, and shall
     bear an appropriate legend referring to the terms, conditions and
     restrictions applicable to such award.

          The Plan Administrator may require that the stock certificates
     evidencing Restricted Stock awards hereunder be held in the custody of the
     Company until the restrictions thereon shall have lapsed, and that, as a
     condition of any Restricted Stock award, the Participant shall have
     delivered a stock power, endorsed in blank, relating to the Common Stock
     covered by such award.

          10.3 Restrictions and Conditions. The Restricted Stock awards granted
     pursuant to this Section 10 shall be subject to the following restrictions
     and conditions:

               (a) Subject to the provisions of the Plan and the Restricted
          Stock Award Agreement, as appropriate, governing such award, during
          such period as may be set by the Plan Administrator commencing on the
          grant date (the "Restricted Period"), the Participant shall not be
          permitted to sell, transfer, pledge or assign shares of Restricted
          Stock awarded under the Plan; provided, however, that the Plan
          Administrator may, in his sole discretion, provide for the lapse of
          such restrictions in installments and may accelerate or waive such
          restrictions in whole or in part based on such factors and such
          circumstances as the Plan Administrator may determine, in its sole
          discretion, including, but not limited to, the attainment of certain
          performance related goals, the Participant's termination of employment
          or service, death or Disability.

               (b) Except as provided in Section 10.3(a), the Participant shall
          generally have, with respect to shares of Restricted Stock, all of the
          rights of a stockholder with respect to such stock during the
          Restricted Period. Certificates for shares of unrestricted Common
          Stock shall be delivered to the Participant promptly after, and only
          after, the Restricted Period shall expire without forfeiture in
          respect of such shares of Restricted Stock, except as the Plan
          Administrator, in his sole discretion, shall otherwise determine.

               (c) The rights of holders of Restricted Stock awards upon
          termination of employment or service for any reason during the
          Restricted Period shall be set forth in the Restricted Stock Award
          Agreement governing such awards.

     11.  Termination or Amendment of the Plan. The Board may at any time
terminate or amend the Plan in accordance with the following provisions:

                                       11

<PAGE>


          11.1 Amendment to Plan. Except as provided in Section 11.3 hereof, the
     Board may amend this Plan from time to time in such respect as the Board
     may deem advisable, provided, however, that no such amendment shall operate
     to affect adversely a Participant's rights under this Plan with respect to
     any Stock Option or Restricted Stock award granted hereunder prior to the
     adoption of such amendment, except as may be necessary, in the judgment of
     counsel to the Company, to comply with any applicable law.

          11.2 Effect of Termination of Plan on Outstanding Stock Options or
     Restricted Stock. Except as set forth in Section 8.2 hereof, no termination
     of the Plan prior to the Plan Termination Date shall, without the written
     consent of the Participant, alter the terms of Stock Options or Restricted
     Stock already granted and such Stock Options or Restricted Stock shall
     remain in full force and effect as if this Plan had not been terminated.

          11.3 Stockholder Approval for Amendment to Plan. Any amendment to the
     Plan that would result in any of the following changes (except by operation
     of Section 8.2) must be approved by the stockholders of the Company: (i) an
     increase in the total number of shares of Common Stock covered by the Plan;
     (ii) a change in the class of persons deemed to be Eligible Recipients
     under the Plan; and (iii) an extension of the term of the Plan beyond ten
     (10) years from the Effective Date.

     12. Indemnification. In addition to such other rights of indemnification as
they may have as members of the Board, the Compensation Committee, and each
member individually, and the Plan Administrator shall be indemnified by the
Company against reasonable expense, including reasonable attorney's fees,
actually and necessarily incurred in connection with the defense of any action,
suit, or proceeding, or in connection with any appeal therein, 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 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 action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit, or
proceeding that any of them is liable for gross negligence or misconduct in the
performance of their duties, provided that within sixty (60) days after
institution of any such action, suit, or proceeding, they shall offer in writing
to the Company the opportunity, at their own expense, to handle and defend the
same.

     13. Withholding. Whenever the Company proposes or is required to issue or
transfer shares under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares of Common Stock. If an Optionee
surrenders shares acquired pursuant to the exercise of an Incentive Stock Option
in payment of the Option Price and such surrender constitutes a disqualifying
disposition for purposes of obtaining Incentive Stock Option treatment under the
Code, the Company shall have the right to require the Optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares. Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any federal, state and
local withholding tax requirements. An Optionee may elect with respect to any
Stock Option that is paid in whole or in part in shares of Common Stock, to
surrender previously acquired shares of Common Stock or authorize the Company to
withhold shares (valued at Fair Market Value on the date of surrender or
withholding of the shares) in satisfaction of all such withholding requirements
(the "Share Surrender Withholding Election") in accordance with the following:

                                       12

<PAGE>


          13.1 Irrevocable Election. Any Share Surrender Withholding Election
     shall be made by written notice to the Company and thereafter shall be
     irrevocable by the Optionee.

          13.2 Approval by Plan Administrator. Any Share Surrender Withholding
     Election shall be subject to the consent or disapproval of the Plan
     Administrator in accordance with rules established from time to time by the
     Plan Administrator.

          13.3 Timing of Election. Any Share Surrender Withholding Election must
     be made prior to the date on which the Optionee recognizes taxable income
     with respect to the receipt of such shares (the "Tax Date").

          13.4 Timing of Delivery. When the Tax Date falls after the exercise of
     a Stock Option and the Optionee makes a Share Surrender Withholding
     Election, the full number of shares subject to the Stock Option being
     exercised will be issued, but the Optionee will be unconditionally
     obligated to deliver to the Company on the Tax Date the number of shares
     having a value on the Tax Date equal to the Optionee's federal, state and
     local withholding tax requirements.

          13.5 Terms in Agreement. For purposes of this Section 13.5, the Plan
     Administrator shall have the discretion to provide (by general rule or a
     provision in the specific Stock Option agreement) at the election of the
     Optionee, "federal, state and local withholding tax requirements" that
     shall be deemed to be any amount designated by the Optionee that does not
     exceed his estimated federal, state and local tax obligations associated
     with the transaction, including FICA taxes to the extent applicable.

     14. General Provisions.

          14.1 Transfer of Common Stock. Common Stock issued pursuant to the
     exercise of a Stock Option or the grant of a Restricted Stock award granted
     under this Plan or any interest in such Common Stock, may be sold,
     assigned, gifted, pledged, hypothecated, encumbered or otherwise
     transferred or alienated in any manner by the holder(s) thereof, subject,
     however, to any restrictions contained in the Company's Restated Articles
     of Incorporation, to the provisions of this Plan, including any
     representations or warranties requested under Section 14.5 hereof, and also
     subject to compliance with any applicable federal, state, local or other
     law, regulation or rule governing the sale or transfer of stock or
     securities.

          14.2 Reservation of Shares of Common Stock. The Company, during the
     term of this Plan, will at all times reserve and keep available such number
     of shares of its Common Stock as shall be sufficient to satisfy the
     requirements of the Plan.

          14.3 Restrictions on Issuance of Shares. The Company, during the term
     of this Plan, will use commercially reasonable efforts to seek to obtain
     from the appropriate regulatory agencies any requisite authorization in
     order to issue and sell such number of shares of its Common Stock as shall
     be sufficient to satisfy the requirements of the Plan. The inability of the
     Company to obtain from any such regulatory agency having jurisdiction
     thereof the authorization deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any shares of its Common Stock hereunder
     or the inability of the Company to confirm to its satisfaction that any
     issuance and sale of any shares of such Common Stock will meet applicable
     legal requirements shall relieve the Company of any liability in respect of
     the non-issuance or sale of such Common Stock as to which such
     authorization or confirmation shall have not been obtained.

                                       13

<PAGE>


          14.4 Notices. Any notice to be given to the Company pursuant to the
     provisions of this Plan shall be in writing and addressed to the Company in
     care of its Plan Administrator at its principal office, and any notice to
     be given to a director, officer, employee or consultant of the Company or
     any of its Affiliates to whom a Stock Option or Restricted Stock award is
     granted hereunder shall be in writing and addressed to him or her at the
     address given beneath his or her signature on his or her Stock Option
     agreement or Restricted Stock Award agreement, as the case may be, or at
     such other address as such employee, officer, director or consultant or his
     or her transferee (upon the transfer of Common Stock) may hereafter
     designate in writing to the Company. Any such notice shall be deemed duly
     given when delivered in person or mailed by first-class mail (return
     receipt requested), telecopy or overnight courier to the other's address.
     It shall be the obligation of each Participant and each transferee holding
     Common Stock granted pursuant to the Plan to provide the Plan
     Administrator, by letter mailed as provided hereinabove, with written
     notice of his or her correct mailing address.

          14.5 Representations and Warranties. As a condition to the exercise of
     any portion of a Stock Option or the grant of any Restricted Stock award,
     the Company may require the person exercising such Stock Option or
     receiving such Restricted Stock to make any representation and/or warranty
     to the Company as may, in the judgment of counsel to the Company, be
     required under any applicable law or regulation, including, but not limited
     to, a representation and warranty that the shares are being acquired only
     for investment and without any present intention to sell or distribute such
     shares if, in the opinion of counsel for the Company, such a representation
     is required under the Securities Act of 1933, as amended (the "Securities
     Act"), or any other applicable law, regulation or rule of any governmental
     agency.

          14.6 No Enlargement of Employee Rights. This Plan is purely voluntary
     on the part of the Company, and while the Company hopes to continue it
     indefinitely, the continuance of the Plan shall not be deemed to constitute
     a contract between the Company or any of its Affiliates and any director,
     officer, consultant or employee, or to be consideration for, or a condition
     of, the employment of any employee. Nothing contained in the Plan shall be
     deemed to give any employee the right to be retained in the employ of the
     Company or any of its Affiliates or to interfere with the right of the
     Company or any of its Affiliates to terminate the employment or service of
     any of its officers, directors, employees or consultants at any time. No
     officer, director, employee or consultant shall have any right to or
     interest in Stock Options or Restricted Stock awards authorized hereunder
     prior to the grant of such a Stock Option or Restricted Stock award to such
     officer, director, employee or consultant, and upon such grant he shall
     have only such rights and interests as are expressly provided herein,
     subject, however, to all applicable provisions of the Company's Restated
     Articles of Incorporation, as the same may be amended from time to time.

                                       14

<PAGE>


          14.7 Restrictions on Issuance of Shares. The issuance of Stock
     Options, Restricted Stock awards and shares of Common Stock related thereto
     shall be subject to compliance with all of the applicable requirements of
     law with respect to the issuance and sale of securities as the Plan
     Administrator may deem advisable under the Securities Act, including,
     without limitation, any required qualification under the rules, regulations
     or other requirements of the Securities and Exchange Commission, any Stock
     exchange upon which the Common Stock is then listed and any applicable
     federal and state securities laws including, without limitation, any
     required qualification under the California Corporate Securities Law of
     1968, as amended, or the Securities Act.

          14.8 Legends on Stock Certificates. Unless there is a currently
     effective appropriate registration statement on file with the Securities
     and Exchange Commission pursuant to the Securities Act with respect to the
     shares of Common Stock issuable under this Plan, each Certificate
     representing such Common Stock shall be endorsed on its face with the
     following legend or its equivalent:

               "Neither the shares represented by this Certificate, nor the
          Options pursuant to which such shares were issued, have been
          registered under the Securities Act of 1933, as amended. These shares
          have been acquired for investment (and not with a view to distribution
          or resale) and may not be sold, mortgaged, pledged, hypothecated or
          otherwise transferred without an effective registration statement for
          such shares under the Securities Act of 1933, as amended, or until the
          issuer has been furnished with an opinion of counsel for the
          registered owner of these shares, reasonably satisfactory to counsel
          for the issuer, that such sale, transfer or disposition is exempt from
          the registration or qualification provisions of the Securities Act of
          1933, as amended."

          A copy of this Plan shall be delivered to the Secretary of the Company
     and shall be shown by him to any eligible person making reasonable inquiry
     concerning it. In addition, the Company reserves the right to place any
     legends or other restrictions on each certificate representing Common Stock
     that may be required by any applicable state securities or other laws.

          14.9 Remedies. Should any dispute arise concerning the sale or other
     disposition of a Stock Option, Restricted Stock or shares of Common Stock
     issued or issuable upon the exercise of a Stock Option, or any breach by
     the Company of the terms of the Plan, any Stock Option agreement or any
     Restricted Stock Award agreement, a Participant's sole and exclusive remedy
     shall be damages.

                                       15

<PAGE>


          14.10 Invalid Provisions. In the event that any provision of this Plan
     is found to be invalid or otherwise unenforceable under any applicable law,
     such invalidity or unenforceability shall not be construed as rendering any
     other provisions contained herein invalid or unenforceable, and all such
     other provisions shall be given full force and effect to the same extent as
     though the invalid or unenforceable provision was not contained herein.

          14.11 Applicable Law. This Plan shall be governed by and construed in
     accordance with the laws of the State of California applicable to
     agreements made and to be performed entirely within such state and without
     regard to the conflict of law principles thereof.

          14.12 Successors and Assigns. This Plan shall be binding on and inure
     to the benefit of the Company and the officers, directors, employees and
     consultants of the Company and any Affiliate to whom a Stock Option or
     Restricted Stock is granted hereunder, and their heirs, executors,
     administrators, legatees personal representatives, assignees and
     transferees.

          14.13 Rights as a Stockholder or Employee. A Participant or transferee
     of a Stock Option or Restricted Stock shall have no right as a stockholder
     of the Company with respect to any shares covered by any grant under this
     Plan until the date of the issuance of a share certificate for such shares.
     No adjustment shall be made for dividends (ordinary or extraordinary,
     whether cash, securities, or other property) or distributions or other
     rights for which the record date is prior to the date such share
     certificate is issued, except as provided in Section 8.2 hereof.




     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer and to be effective on this 29th day of June, 2000.



                                            Pollution Research and Control Corp.


                                            By:  /s/  Albert E. Gosselin
                                               --------------------------------
                                                      Albert E. Gosselin
                                                      President and
                                                      Chief Executive Officer


Attest:


By:  /s/  Marcia Smith
   -------------------------------
          Marcia Smith