EXHIBIT 10.165

THE  OPTION  REPRESENTED  BY THIS  CERTIFICATE  AND THE  SHARES OF COMMON  STOCK
ISSUABLE  UPON THE  EXERCISE  OF THE OPTION HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED,  SOLD OR OTHERWISE
TRANSFERRED  UNLESS  REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER
APPLICABLE  SECURITIES  LAW OR UNLESS AN  EXEMPTION  FROM SUCH  REGISTRATION  OR
QUALIFICATION IS AVAILABLE.




              OPTION TO PURCHASE 23,125 SHARES OF COMMON STOCK OF
                      POLLUTION RESEARCH AND CONTROL CORP.
                               FROM JUNE 19, 1998
            VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 19, 2001

     This  certifies  that Phoenix  Alliance,  Inc. or  registered  assigns,  is
entitled,  subject to the terms set forth  below,  to  purchase  from  Pollution
Research and Control Corp., a California corporation (the "Company"),  the above
number of fully paid and  nonassessable  shares of Common  Stock of the  Company
("Common Stock") at a purchase price of $.2.20 per share ("Purchase Price").

     This Option is  exercisable  from June 19, 1998 to and including 5:00 p.m.,
Los Angeles time, on June 19, 2001.

Registered Owner:                   Phoenix Alliance, Inc.

Purchase Price:                     $2.20 per share

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                                OPTION AGREEMENT


     This Option Agreement (the  "Agreement") is made and entered into effective
as of June 19, 1998 by and between  Pollution  Research  and  Control  Corp.,  a
California corporation ("PRCC") and Phoenix Alliance, Inc. ("Optionee").

     WHEREAS, Optionee has been providing valuable services as recognized by the
Company's  Board of  Directors  to PRCC and PRCC is desirous of having  Optionee
continue to provide such services to it; and

     WHEREAS,  PRCC is willing to grant  Optionee an option to purchase up to an
aggregate of 23,125 shares of the no par value common stock of PRCC (the "Common
Stock") under the terms and conditions set forth below.

     NOW, THEREFORE, the parties agree as follows:

     1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate
agreement  and not in lieu of other  compensation  for  services,  the right and
option (the  "Option") to purchase on the terms and conditions set forth in this
Agreement all or any part of up to an aggregate of 23,125 shares of Common Stock
(the "Option Shares"), for continuous, uninterrupted, employment service to PRCC
or by specific acknowledgement of exception by the Company's Board of Directors.

     2.  Option  Price.  At any time  when  shares  of  Common  Stock  are to be
purchased pursuant to the Option, the purchase price for each Option share shall
be $2.20  ("Option  Price"),  and for  purposes of record,  the bid price of the
Company's stock on this date was $1.94.

     3. Option  Period.  The option period shall  commence on June 19, 1998 (the
"Date of Grant") and shall terminate June 19, 2001.

     4.  Exercise of Option.  The Option may be exercised in whole or in part at
any time after the date hereof by delivering to the Chief  Financial  Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form
attached  hereto as Exhibit  "A,"  specifying  the number of Option  Shares with
respect to which the  Option is  exercised,  and (b) full  payment of the Option
Price for such Shares.

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     5. Securities Laws Requirements. The Option Shares have not been registered
under the Securities  Act of 1933, as amended (the "Act"),  and no Shares may be
sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed
of except in compliance with the Act and any other applicable  federal and state
securities  laws.  Additionally,  the Option and the Option Shares have not been
qualified  under  the  California  Securities  Law  of  1968,  as  amended  (the
"California  Law").  PRCC has no  obligation to register the Option shares under
the Act or  qualify  the  Option  Shares  under  the  California  Law.  Optionee
acknowledges that he is aware that Rule 144 of the General Rules and Regulations
under the Act ("Rule 144") affords a limited exemption from registration for the
public  resale  of  registered  securities  and  under  the terms of Rule 144 as
currently in effect,  the Shares  received by Optionee may be sold to the public
without  registration  only after a period of two (2) years has elapsed from the
exercise  date  of the  Option  and  then  only in  compliance  with  all  other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,  represents,
warrants and agrees as follows:

          (a) That the Option and the Option Shares are not registered under the
Act or  qualified  under the  California  Law,  and the Option  Shares shall be,
acquired  solely for the account of Optionee for  investment  purposes  only and
with no view to their resale or other distribution of any kind;

          (b) Neither the Option nor any Option Share shall be sold or otherwise
distributed in violation of the Act, the California Law or any other  applicable
federal or state securities law;

          (c) His  overall  commitment  to  investments  that  are  not  readily
marketable is not  disproportionate to his net worth, and his investment in PRCC
will not cause such overall commitment to become excessive;

          (d) He has the  financial  ability  to bear the  economic  risk of his
investment,  has adequate  means of providing for his current needs and personal
contingencies, and has no need for liquidity in his investment in PRCC;

          (e) He either: (i) has a preexisting personal or business relationship
with  PRCC or its  officers,  directors  or  controlling  persons,  or (ii)  has
evaluated  the  business of PRCC and the high risks of  investing  in PRCC,  the
competitive nature of the business in which PRCC is engaged, and hs the business

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or  financial   experience  or  has  business  or  financial  advisors  who  are
unaffiliated  with,  and not  compensated  by, PRCC and protect him interests in
connection with the transaction;

          (f) He has been given the opportunity to review all books, records and
documents of PRCC and to ask questions and receive  answers from PRCC concerning
PRCC's  business,  to obtain  additional  information  necessary  to verify  the
accuracy of the  information he has desired in order to evaluate his investment,
and to consult with such  attorneys,  accountants  and other  advisors as he has
desired;

          (g) His residence  set forth below is his true and correct  residence,
and he has no present  intention  of becoming a resident or  domiciliary  of any
other state of jurisdiction;
                          
          (h) In making the  decision to accept the Option  and/or  purchase the
Option Shares, he has relied solely upon independent  investigations  made by or
on behalf  of him;  (i) No  federal  or state  agency  has made any  finding  or
determination as to the fairness of an investment in PRCC; and

          (j) He understands that all the representations and warranties made by
him herein,  and all information  furnished by him to PRCC, is true, correct and
complete in all respects.
                
     6. Optionee hereby  acknowledges  that he understands the meaning and legal
consequences of the  representations,  warranties and covenants contained herein
and that PRCC has relied on the representations  made by Optionee in paragraph 5
hereof in granting  this  Option,  and  Optionee  agrees to  indemnify  and hold
harmless  PRCC and its  officers,  directors,  controlling  persons,  attorneys,
agents and  employees  from and against any and all loss,  damage or  liability,
together   with  all  costs  and  expenses   (including   attorneys'   fees  and
disbursements)  which  any of them may incur by  reason  of any  breach  and any
representation,   warranty,   covenant  or  agreement   contained  herein.   All
representations,  warranties,  covenants and agreements, and the indemnification
contained  herein shall  survive the grant of the Option and the issuance of the
Option Shares by PRCC.

     7.  Legend of  Certificates.  All Option  Shares  issued  pursuant  to this
Agreement  shall  be  subject  to the  provisions  of  this  Agreement  and  the
certificates  representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:

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          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED OR QUALIFIED  UNDER  FEDERAL OR STATE  SECURITIES
          LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,  PLEDGED
          OR OTHERWISE  TRANSFERRED  UNLESS SO REGISTERED OR QUALIFIED
          OR UNLESS AN EXEMPTION EXISTS,  THE AVAILABILITY OF WHICH IS
          TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY."

     8.  Transferability of Option. The Option shall not be transferable  except
by the laws of descent and  distribution and any attempt to do so shall void the
Option.
                 
     9.  Adjustment.  The Option Price and the number and kind of Option  Shares
shall be subject to  corresponding  adjustment in the event of any change in the
Common  stock by reason  of any  reclassification,  recapitalization,  split-up,
combination,  exchange of shares, readjustment or stock dividend, in like manner
as if such  Option  Shares  had been  issued  and  outstanding,  fully  paid and
non-assessable at the time of such occurrence.

     10. Privilege of Ownership.  Optionee shall not have any of the rights of a
shareholder  with  respect  to the shares  covered  by the Option  except to the
extent that one or more  certificates  for such Shares shall be delivered to him
upon on e (1) or more exercises of the Option.

     11.  Notices.  Any  notices  required or  permitted  to be given under this
Agreement  shall be in writing  and they shall be deemed to have been given upon
personal  delivery or two (2) business days after mailing the notice by postage,
registered or certified  mail. Such notice shall be addressed to the party to be
notified as shown below:

                  PRCC:                     POLLUTION RESEARCH AND CONTROL CORP.
                                            506 Paula Avenue
                                            Glendale, CA  91201
                                            Attn:             President

                  OPTIONEE:                 Phoenix Alliance
                                            22 Cedar Court
                                            Durango, CO 81301

     Any party may change its address for purposes of this Section by giving the
other party written notice of the new address in the manner set forth above.

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     12. General Provisions. This Agreement:

          (a) Contains the entire agreement between PRCC and Optionee  regarding
options of PRCC to Optionee and  supersedes  all prior  communications,  oral or
written;
                         
          (b) Shall not be construed  to give  Optionee any rights as to PRCC or
the Common Stock, except as specifically provided herein;
                          
          (c) May not be amended nor may any rights  hereunder be waived  except
by an instrument  in writing  signed by the party sought to be charged with such
amendment or waiver;
                         
          (d) Shall be construed in accordance  with,  and governed by, the laws
of the State of California; and

          (e) Shall be binding  upon and shall  inure to the benefit of PRCC and
Optionee,  and their  respective  successors  and assigns,  except that Optionee
shall not have the right to assign or otherwise transfer his rights hereunder to
any person.

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

                                      PRCC:

                                      POLLUTION RESEARCH AND CONTROL
                                      CORP., a California corporation

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

                                      OPTIONEE:

                                      PHOENIX ALLIANCE, INC.

                                      By: /s/ Phil Huss
                                          --------------------------------------
                                          Phil Huss

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                                    EXHIBIT A


                     To Pollution Research and Control Corp.

                   NOTICE AND AGREEMENT OF EXERCISE OF OPTION


     I hereby  exercise  the Option  granted  to me by  POLLUTION  RESEARCH  AND
CONTROL CORP., a California corporation ("PRCC"),  dated as of .................
as to  ..........................  shares of PRCC's no par value  Common  Stock.
Enclosed are the documents and payment  specified in Paragraph 4 of my Agreement
regarding the Option.

--------------------------                        ------------------------------
(Print Your Name)                                 Signature



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