================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                   FORM 10-KSB

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


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001
                         Commission File Number 0-14266


                      POLLUTION RESEARCH AND CONTROL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          California                                             95-2746949
 ------------------------------                              ------------------
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

         9300 Wilshire Blvd., Suite 308, Beverly Hills, California 90212
         ---------------------------------------------------------------
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (310) 248-3655

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ]    No [   ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  ]

     The issuer's revenues for its most recent fiscal year were $2,393,681.

     The number of outstanding shares of the registrant's common stock as of
April 9, 2002 was 6,427,132 shares. Based on the closing sale price on the
NASDAQ SmallCap Market on April 9, 2002, the aggregate market value of the
registrant's common stock held by non-affiliates was approximately $2,280,992.

     Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain exhibits to this Annual Report as set forth in the Exhibit Index
located at page E-1.

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<PAGE>


                      POLLUTION RESEARCH AND CONTROL CORP.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2001

                                Table of Contents
                                -----------------

                                                                          Page
                                                                          ----

PART I......................................................................2

         Item 1.    Description of Business.................................2
                       General..............................................2
                       Our History and Recent Developments..................2
                       Bio-terrorism Detection Device Market................4
                       Governmental Approval................................4
                       Company Products.....................................5
                       Marketing and Sales; Backlog Instruments.............5
                       Manufacturing and Purchasing.........................5
                       Research and Development.............................5
                       Employees............................................6
                       Competition..........................................6
                       Intellectual Property................................6

         Item 2.    Description of Properties...............................6

         Item 3.    Legal Proceedings.......................................6

         Item 4.    Submission of Matters to a Vote of Security Holders.....7

PART II.....................................................................8

         Item 5.    Market for Common Equity and Related
                     Stockholder Matters....................................8

         Item 6.    Management's Discussion and Analysis or
                     Plan of Operation......................................9
                       Liquidity and Capital Resources.....................13
                       Seasonality.........................................14
                       Cautionary Statements and Risk Factors..............14

         Item 7.    Financial Statements...................................16

         Item 8.    Changes in and Disagreements with Accountants
                     on Accounting and Financial Disclosures...............16

<PAGE>


PART III...................................................................17

         Item 9.    Directors, Executive Officers, Promoters and
                     Control Persons; Compliance with Section 16(a)
                     of the Exchange Act...................................17
                       Directors, Executive Officers and Key Employees.....17
                       Business Experience.................................17
                       Section 16(a) Beneficial Ownership
                         Reporting Compliance..............................18

         Item 10.   Executive Compensation.................................18
                       Executive Compensation..............................18
                       Compensation of Directors...........................19
                       Employment Agreements...............................20

         Item 11.   Security Ownership of Certain Beneficial
                     Owners and Management.................................20

         Item 12.   Certain Relationships and Related Transactions.........22

         Item 13.   Exhibits and Reports on Form 8-K.......................22
                       (a)     Exhibits....................................22
                       (b)     Reports on Form 8-K.........................22


                                       1
<PAGE>

                                     PART I

Forward Looking Statements

     This Annual Report on Form 10-KSB includes "forward-looking statements."
These include, among others, the statements about our plans and strategies under
the headings "Description of Business" and "Management's Discussion and Analysis
or Plan of Operation." When used in this document and the documents incorporated
herein by reference, the words "believe," "expect," "anticipate," "intend,"
"plan," "estimate," or similar expressions are intended to identify
forward-looking statements. Forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties, and other factors,
some of which are beyond our control, are difficult to predict, and could cause
actual results to differ materially from those we express in the forward-looking
statements. Although it is not possible to itemize all of the factors and
specific events that could affect the outlook of a technology company like ours
operating in a competitive environment, factors that could significantly impact
expected results include: the development of products that are commercially
accepted in a timely and cost effective manner; the acceptance of our
technology; the effect of national and local economic conditions; government
regulation; our outstanding indebtedness; the loss of key employees; competition
from technologies developed by other companies; the ability to attract and
retain employees; and the ability to identify and consummate relationships with
strategic partners, as well as risks set forth in "Management's Discussion and
Analysis or Plan of Operation." Although we believe that our plans, intentions
and expectations reflected in or suggested by these forward-looking statements
are reasonable, we cannot assure that we will achieve these plans, intentions or
expectations. Actual results may differ materially from the forward-looking
statements made in this Annual Report on Form 10-KSB.

Item 1. Description of Business

General

     Historically, our core business has been the design, manufacture and
marketing of automated continuous monitoring instruments used to detect and
measure various types of air pollution, such as "acid rain," "ozone depletion"
and "smog episodes," primarily through our then wholly-owned subsidiary, Dasibi
Environmental Corp., which we refer to throughout this report as Dasibi. These
products generally are used to measure air pollution levels in geographic areas
that range in size from small industrial sites to entire states or countries. We
also supplied computer-controlled calibration systems that verify the accuracy
of our instruments, data loggers to collect and manage pollutant information and
our final reporting software for remote centralized applications. In more recent
years, we focused our marketing efforts towards The People's Republic of China.
Beginning in the fourth quarter of fiscal 2001, we began to shift our business
focus and strategy to the bio-terrorism detection device and medical diagnostic
equipment markets.

Our History and Recent Developments

     The Company was organized as a California corporation on December 24, 1971.
In January 1998, we began a reorganization program. Our management team at that
time believed that we could secure long-term contracts in The People's Republic

                                       2

<PAGE>


of China sufficient to allow expansion of Dasibi's business independent of
competitive price pressures that we experienced in other markets since 1994.

     In June 1998, Dasibi signed a $5.1 million dollar contract with two
corporations organized and existing under the laws of the People's Republic of
China to supply air monitoring equipment and software in integrated systems to
monitor, report, and predict for local regions the air pollutant levels in an
eleven city network designated as Phase I and related to a China monitoring plan
for over 600 cities. In April 2000, Dasibi signed a contract valued at
approximately $13.6 million for Phase II encompassing 30 cities additional to
Phase I and some expansion of the Phase I network. In September 2000, Dasibi
entered into a joint venture air pollution monitoring instrument manufacturing
relationship with the Dongyu Shenyang Group.

     Since we had determined to focus primarily on the China market, management
believed it was vital to obtain a continuous flow of business from China. To
date, this has not been the case as the Phase II contract did not materialize
(as of the date of the sale of Dasibi which occurred on March 25, 2002). In
addition, our need for a high level of staffing resulted in substantial costs,
and consequently, net losses.

     In October 2001, each member of our board of directors resigned and new
members were appointed and we replaced our entire management team. This change
coincided with our announcement to spin-off Dasibi and distribute the shares of
Dasibi to our shareholders. In light of further developments, our board of
directors subsequently concluded that it is in the best interests of the Company
and our shareholders to terminate our plan to spin-off Dasibi.

     On March 19, 2002, upon approval by our board of directors, we entered into
a binding letter of intent to sell all of the outstanding shares of Dasibi to an
individual. On March 25, 2002, the sale was effected pursuant to the terms and
conditions of the binding letter of intent. The consideration we received in
exchange for the stock of Dasibi included, among other things, cancellation of
indebtedness of $1.5 million, a perpetual, nonexclusive license to exploit all
of Dasibi's intellectual property rights outside of mainland China, and an
assignment by Dasibi of its inventory to us.

     Our board of directors believes that the sale of Dasibi will assist us in
pursuing our business strategy which emphasizes the bio-terrorism detection
device and medical diagnostic equipment markets. In early February 2002, we
announced the launch of a pilot program geared towards early adopters of our
bio-terrorism detection devices currently in development. Under this program, we
will make available our current Model 7001 to select customers for installation
and use while we continue our ongoing modification and reengineering of the
device to enable real-time detection of airborne biological and chemical agents.
We sold our first Model 7001 device to Summit Sportswear and expect to obtain
valuable performance data from that installation which will assist us in our
continued efforts to develop the technology necessary to detect airborne
chemical and biological agents.

                                       3

<PAGE>


     We also intend to concentrate on doing further research on the improvement
of extension of applications of our air nitric oxide machine to the medical
diagnostics market. We previously have participated in developing an asthma
detection instrument with a research institute for such applications of our
nitric oxide machine, but the project was halted. We are once again starting to
enter research collaboration to pursue this plan.

     Currently, we do not plan to pursue any business in the air pollution
monitoring market; however, we may determine to engage in that business at a
later date.

Bio-terrorism Detection Device Market

     The attacks of September 11, 2001, and the subsequent spread of anthrax
spores have created a new sense of urgency in the public health systems across
the world, and especially in the United States. The United States government has
responded to this urgent need for preparedness against bio-terrorism by
approving federal legislation to spend over $3 billion in 2002 to prepare the
country against future bio-terrorist attacks. The objective is to accelerate
development of technologies that lead to cost effective and timely detection of
biological and chemical warfare agents as well as effective treatments.
Spending, as well as additional research and development support, has been
allocated to both the private and public sectors. We have obtained an outside
consultant, specialized in government grants, to consistently screen the
applicable grants for us. At this time, we have not received any portion of
these grants, and cannot assure you that we will receive any portion in the
future.

Governmental Approval

     The EPA administers the federal Clean Air Act, as amended by the Clean Air
Act Amendments of 1990, and approves ambient air pollution monitoring equipment
meeting certain requirements as either reference or equivalent methods for
measuring pollutants. The EPA established the reference method as the basic
method for measuring a pollutant. An equivalent method measures the same
pollutant utilizing a different technique that achieves results identical to
those of the referenced method.

     As a practical matter, before a monitoring instrument can be sold in the
United States, it must receive EPA-approval as either a "reference" or
"equivalent" method. These approvals are given only after rigorous and expensive
testing by the applicant and the submission to, and approval by, the EPA of the
results of the testing. The testing and approval process generally requires
between 12 and 18 months. Following approval, the EPA typically acquires and
tests a production model of the device. If the model being tested does not meet
the standards established by the approval process, the approval may be
withdrawn.

     Our model 7001 series is pending EPA approval. Its inlet head, however, is
EPA approved.

                                       4

<PAGE>


Company Products

     In 1991, we completed development of a Model 7001 beta-gauge to measure
air-borne biological particles in the ambient air. The Series 7001 measures the
amount of air-borne particulate matter, or dust, which is collected as a series
of independent, sequential samples on a self contained filter tape. Ambient air
is drawn into the sample system through an inlet head located outside, directly
above the instrument. Dust concentration calculations are performed
automatically by a self-contained microprocessor and are displayed by the
instrument. The operator of the instrument can vary the measurement cycle from
minutes to hours over a 24-hour period, as desired.

     In February 2002, we sold our first Model 7001 airborne particle detector
to Summit Sportswear, a leading producer of custom private labeled sportswear
based in Orange County, California. The Model 7001 enables analysis of particles
on a periodic or on-demand basis. We are continuing to modify and reengineer the
Model 7001 to enable real-time detection of airborne biological and chemical
agents.

     As a condition to the sale of Dasibi, we have been assigned all of the
inventory of Dasibi as of the date of the sale, which we plan to utilize, to the
extent practicable, in manufacturing our bio-terrorism detection products.

Marketing and Sales

     Although we currently are focused on research and development, during this
transition phase, we are in the process of developing and expanding our sales
and marketing force.

Manufacturing and Purchasing

     We manufacture many components and subsystems for use in our products
through joint ventures. Other components, including packaging materials,
integrated circuits, microprocessors and minicomputers, are purchased from
unaffiliated third parties. Most of the raw materials and supplies purchased by
us are either available from a number of different suppliers or alternative
sources could be developed without a materially adverse effect on our business.

Research and Development

     Historically, we were actively engaged in research and development in order
to produce new products. We spent $92,173 and $53,465 on research and
development for the years ended December 31, 2001 and 2000, respectively.
Currently, we are working to redesign, modify and reengineer our Model 7001
series to enable real-time detection of airborne chemical and biological agents.
The aim of the research is to develop a fully automated particle detection
device that requires no human involvement. We also are looking to modify and
improve our nitric oxide instrument used as a non-invasive asthma diagnostic
device. Completion of the research and development of this medical device is
dependent on us raising additional capital to develop a prototype, to file for
and seek FDA approvals, and to establish a medically oriented sales and
marketing network once FDA approval is obtained. We cannot assure you that we
will raise adequate funds to complete the modification of this device and to
file the FDA application, and if so, that we will obtain FDA approval.

                                       5

<PAGE>


Employees

     As of April 12, 2002, we have one full-time employee and five part-time
employees. We also employ outside consultants from time to time to provide
various services. None of our employees are represented by a labor union. We
have never had a strike or lockout and consider our employee relations to be
good.

Competition

     As we have shifted our business strategy towards the bio-terrorism
detection device and medical diagnostic equipment markets, we are focused
predominantly on research and development to re-engineer our current products at
this time. Therefore, we are subject to the effects of more technologically
advanced and/or better-financed competitors and their research and development
efforts. There are various technological approaches available to our competitors
and us towards detection of pathogens in the air, and the feasibility and
effectiveness of those techniques is not proven and is yet to be examined.

Intellectual Property

     Although we have obtained patents for our ozone monitor and various
techniques in instrument design, it has generally been our policy to proceed
without patent protection since it is management's belief that the disclosure
requirements of the federal patent laws provide competitors with easy access to
the secrets of rapidly changing technology. The instrument patents obtained by
us, all of which have expired, are not deemed by management to be significant to
our business operations or potential success.

     We do not claim any proprietary position for our products other than the
value of "technique" in assembly and operation that is a corollary factor of
design and experience of assembly that we have historically performed
"in-house."

     As part of the sale of Dasibi to a third party, we obtained a perpetual
nonexclusive license to exploit all of Dasibi's intellectual property rights
anywhere in the universe outside of mainland China.

Item 2.  Description of Properties

     We currently do not own or lease any property. As of October 2001, we moved
our corporate headquarters to 9300 Wilshire Blvd., Suite 308, Beverly Hills,
California, an office space leased by Astor Capital, Inc., a company partially
owned by our President and Chief Executive Officer. We believe that this space
is adequate for our current needs and plan to lease property for our
manufacturing facility as our business demands require in the future.

Item 3.  Legal Proceedings

Soltani, Etemad, Pic Computers et al. v. Pollution Research and Control Corp.
-----------------------------------------------------------------------------
Case No. BC227020

     In March, 2000, the above plaintiffs filed a lawsuit against us alleging
breach of contract and fraud surrounding both the purchase and return of real
property in the form of a training facility or business property in Macau, China
and certain service contracts between us and the plaintiffs. We filed a cross

                                       6

<PAGE>


complaint against the plaintiffs alleging that Mr. Soltani had breached his
fiduciary duties as a director and sought a judicial ruling that the real
property transaction was properly rescinded by us. In October 2001, a judgment
was entered against Dasibi in the amount of approximately $130,000, of which
$100,000 was still owing at the time of the sale of Dasibi.

Taylor, Taylor & Dreifus v Pollution Research and Control Corp.
---------------------------------------------------------------
No. 99-1100-CA01 Circuit Court Escambia, Florida

     In June, 1999, a lawsuit was filed against us by Taylor, Taylor, & Dreifus,
a Florida general partnership alleging default by our company under a promissory
note and failing to make lease payments, all relating to a former subsidiary
bankruptcy of 1998. The amount of claim is estimated at $300,000. We are
vigorously defending the litigation and have filed a counterclaim against the
partnership alleging that the note and lease payments are not due because of
fraudulent representations made at the time of acquisition of the former
subsidiary business. Plaintiff has failed to pursue this action and no discovery
has taken place through the date of this report.

Item 4. Submission of Matters to a Vote of Security Holders

     None.


                                       7
<PAGE>

                                    PART II


Item 5. Market for Common Equity and Related Stockholder Matters

     Our company's common stock is traded on the Nasdaq SmallCap Market under
the symbol "UDET." The following table sets forth the high and low bid prices on
Nasdaq for the periods indicated, as reported by Nasdaq.

                                Fiscal 2001                    Fiscal 2000

Quarter Ended             High Bid      Low Bid          High Bid      Low Bid
-------------             --------      -------          --------      -------
Common Stock:
March 31                  $ 1.44        $0.75            $ 4.22        $1.25
June 30                     1.24         0.50              3.63         1.53
September 30                0.70         0.20              2.44         1.66
December 31                 1.75         0.31              2.19          .78

     As of April 9, 2002, we had 629 shareholders of record of our common stock.
We have never paid or declared any dividends on our common stock and do not
anticipate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities

     During fiscal 2001, we sold the following securities which were not
registered under the Securities Act of 1933, as amended. We did not employ any
form of general solicitation or general advertising in connection with the offer
and sale of the securities described below. In addition, the purchasers of the
securities are "accredited investors" for the purpose of Rule 501 of the
Securities Act, unless otherwise specified or unless the sale was exempt
pursuant to Section 4(2) of the Securities Act. For these reasons, among others,
the offer and sale of the following securities were exempt from registration
pursuant to Rules 506 and/or Section 4(2) of the Securities Act:

     o    On January 12, 2001, we issued to Steven Sion an option to purchase
          228,571 shares of our common stock at an exercise price of $0.875 per
          share in consideration for a promissory note in the amount of $650,000
          issued to us and other services provided by Steven Sion. These options
          expire on March 25, 2005.

     o    On January 25, 2001, we issued 700,000 shares of common stock valued
          at $700,000 to Silverline Partners, Inc. under a one-year consulting
          agreement.

     o    On April 4, 2001, we issued 200,000 shares of common stock valued at
          $176,000 to East West Network for services rendered.

     o    On June 6, 2001, we issued to Lee Sion an option to purchase 100,000
          shares of our common stock at an exercise price of $1.00 per share in
          consideration for a promissory note in the amount of $100,000 issued
          to us by Lee Sion. These options expire on March 25, 2005.

                                       8

<PAGE>


     o    On July 30, 2001, we issued to Lee Sion an option to purchase 100,000
          shares of our common stock at an exercise price of $.50 per share in
          consideration for a promissory note in the amount of $100,000 issued
          to us by Lee Sion. These options expire on March 25, 2005.

     o    On November 9, 2001, we sold 125,000 shares of common stock at $0.40
          per share to Spiga Ltd.

     o    In November and December 2001, we issued an aggregate of 59,500 shares
          of common stock valued at $41,016 to John Holt Smith for legal
          services.

     o    On December 26, 2001, we issued 10,000 shares of our common stock
          valued at $6,000 to Amir Eddehadieh for consulting services rendered.

     o    On December 26, 2001, we issued 5,000 shares of our common stock
          valued at $3,000 to Nima Montazeri for consulting services rendered.

Item 6. Management's Discussion and Analysis or Plan of Operation

Summary of Significant Accounting Policies

Consolidation
-------------
     The consolidated financial statements include the accounts of Pollution
Research and Control Corp. and our wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

Investment in Joint Venture
---------------------------
     We account for our investment in the joint venture under the equity method.

Revenue Recognition
-------------------
     Revenue is recognized upon shipment of products. Title of goods is
transferred when the products are shipped from our warehouse. Income not earned
is recorded as deferred revenue. Sales to the 50% Joint Venture are not
considered earned until shipped by the Joint Venture. Revenue is recognized upon
shipment of products.

Inventories
-----------
     Inventories are stated at the lower of cost (first-in first-out) basis or
market.

Property, Equipment and Leasehold Improvements and Depreciation
---------------------------------------------------------------
     Property, equipment and leasehold improvements are stated at cost less
accumulated depreciation and amortization. Depreciation is provided for on the
straight-line method over the estimated useful lives of the assets, generally
five to ten years. Amortization of leasehold improvements is over the shorter of
the life of the lease or five years. Total depreciation expense was $23,716 and
$25,772 for the years ended December 31, 2001 and 2000, respectively.

                                       9

<PAGE>


Stock-Based Compensation
------------------------
     We account for stock based compensation in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." This standard requires us to adopt the "fair value" method with
respect to stock-based compensation of consultants and other non-employees. We
did not change our method of accounting with respect to employee stock options;
we continue to account for these under the "intrinsic value" method and to
furnish the proforma disclosures required by SFAS 123.

Valuation of the Company's Common Stock
---------------------------------------
     Unless otherwise disclosed, all stock based transactions entered into by us
have been valued at the market value of our common stock on the date the
transaction was entered into or have been valued using the Black-Scholes Model
to estimate the fair market value.

Earnings per Share
------------------
     In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
No. 128, "Earnings Per Share." Statement 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, to conform to Statement 128 requirements.

Cash Equivalents
----------------
     For purposes of reporting cash flows, we consider all short term, interest
bearing deposits with original maturities of three months or less to be cash
equivalents.

Fair Value of Financial Instruments
-----------------------------------
     The carrying amounts of cash, accounts receivable, accounts payable,
accrued expenses, notes payable and convertible debt approximate fair value
because of the short maturity of these items.

Impairment Of Long-Lived Assets
-------------------------------
     We evaluate our long-lived assets by measuring the carrying amounts of
assets against the estimated undiscounted future cash flows associated with
them. At the time the carrying value of such assets exceeds the fair value of
such assets, impairment is recognized. To date, no adjustments to the carrying
value of the assets has been made.

Income Taxes
------------
     Deferred income taxes are recorded to reflect the tax consequences in
future years of temporary differences between the tax basis of the assets and
liabilities and their financial statement amounts at the end of each reporting
period. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax
payable for the current period and the change during the period in deferred tax
assets and liabilities. The deferred tax assets and liabilities have been netted
to reflect the tax impact of temporary differences. At December 31, 2001, a full

                                       10

<PAGE>


valuation allowance has been established for the deferred tax asset as
management believes that it is more likely than not that a tax benefit will not
be realized.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Reclassification
----------------
     Certain amounts reported in our financial statements for the year ended
December 31, 2000 have been reclassified to conform to the current year
presentation.

New Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires all business combinations initiated after June 30,
2001 to be accounted for using the purchase method. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually (or more frequently if impairment indicators arise) for impairment.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives (but with no maximum life). The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, we are required to adopt SFAS 142 effective
January 1, 2002. We are currently evaluating the effect that adoption of the
provisions of SFAS 142 will have on our results of operations and financial
position.

     In December 1999 the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. We have
adopted this SAB and do not believe that adoption of this SAB will have a
material impact on our financial statements.

     SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, is effective for the Company for the fiscal year beginning January 1,
2002, and addresses accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and
APB Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business. SFAS No. 144 retains the fundamental
provisions of SFAS No. 121 and expands the reporting of discontinued operations
to include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction. We estimate that the new

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standard will not have a material impact on our financial statements but are
still in the process of evaluating the impact on our financial statements.

     SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. SFAS No.
143 will be effective for us for the fiscal year beginning January 1, 2002, and
early adoption is encouraged. SFAS No. 143 requires that the fair value of a
liability for an asset's retirement obligation be recorded in the period in
which it is incurred and the corresponding cost capitalized by increasing the
carrying amount of the related long-lived asset. We estimate that the new
standard will not have a material impact on our financial statements but are
still in the process of evaluating the impact on our financial statements.

Overview

     We have been in a transitional operation phase since early 1998, when we
determined to focus primarily on the air pollution monitoring market in China.
We did not obtain a continuous flow of business from our sales efforts in the
China market, which has led to recent losses. In March 2002, we sold our wholly
owned subsidiary, Dasibi, which was the leading force behind our sales in China,
and shifted our business focus towards the bio-terrorism detection device and
medical diagnostic equipment markets.

Results of Operations

2001 Compared to 2000
---------------------

     Revenues. Revenues in 2001 were $2,393,681 compared to $3,636,622 in 2000,
a 19% decrease. This decrease was due to our significant reduction of sales to
China during 2001.

     Gross Margin. Gross margin was 36% of consolidated net revenues in 2001
compared to 35% of the consolidated net revenues of 2000.

     Cost of Sales. Cost of sales decreased to $1,897,795 or 79% of sales in
2001 from $2,363,340 or 65% of sales in 2000. The decrease as a percent of
product sales in 2001 compared to 2000 is due primarily to our scaled back
purchases and work-in-process on an as-needed basis due to lack of financing and
negative cash flows from operations.

     Selling, general and administrative expenses. Selling, general and
administrative expenses totaled $2,613,600 in 2001 and $2,672,168 in 2000. The
decrease reflects a combination of an increase in stock issuance costs and a
decrease in commission expense ($26,000 in 2001 versus $424,396 in 2000) and a
reduction in staff.

     Research and development expenses. Research and development expenses
increased to $92,173 in 2001 from $53,465 in 2000 due to modifications to
existing units.

                                       12

<PAGE>


     Income (loss) from operations. Operating loss for 2001 was $3,962,878
compared to operating loss of $1,856,018 in 2000. This increase is primarily due
to decreased revenue partially offset by decreased costs and the recognition of
income tax expense.

     We have reported the operations of Dasibi as discontinued operations
effective October 1, 2001, but later determined that the spinoff was not in the
best interests of the shareholders. We sold Dasibi on March 25, 2002. Dasibi had
assets of approximately $967,000 and liabilities of approximately $2,072,000 as
of December 31, 2001 and a loss from operations from October 1, 2001 to December
31, 2001 of approximately $813,770.

     Interest Expense. Interest expense increased from $366,548 in 2000 to
$476,383 in 2001, primarily, due to the increase in borrowings and advances
against letters of credit.

     At December 31, 2001, we had an approximate net operating loss
carry-forward of $11,590,000, of which $4,296,000 was applicable to Dasibi,
leaving us a net operating loss carry-forward of $7,294,000 million.

         The approximate $4.0 million net operating loss for 2001 resulted in a
$2,199,000 in income tax expense due to a full valuation allowance against the
deferred tax asset.

Liquidity and Capital Resources

     Net cash provided by (used in) our operating activities during 2001 was
($1,006,952), and during 2000 was ($1,438,905). Net cash provided by (used in)
our investing activities during 2001 was ($12,600), and during 2000 was
($587,400). Net cash provided by financing activities during 2001 was $990,000,
and during 2000 was $1,984,405.

     Our total cash and cash equivalent balance at December 31, 2001, was
$142,754, as compared to December 31, 2000, which was $172,306. Because of the
reductions in our cash balances, we may not be able to continue operations at
our current levels. We are dependent upon current cash collections to meet our
operating needs and pay our current liabilities. Our cash flow is dependent on
development of products which are commercially accepted in a timely and cost
efficient manner, acceptance of our technology, collections and the signing of
new contracts, all of which are difficult to predict with accuracy.

     Historically, we have financed operations through bank borrowings and the
issuance of common stock. Since our financial statements have deteriorated,
financial institutions have been unwilling to lend to us and the cost of
obtaining working capital from investors has been relatively expensive.

     During fiscal 2000 and 2001 and through the date of this report, we have
received debt financing upon various terms, as follows:

     A. Three, one-year loans from unaffiliated individuals evidenced by
promissory notes with an aggregate face amount of $300,000, maturing June 1,
2001, with interest at the rate of 12% per annum. These loans were initially
made in 1999 and restructured in 2000.

     B. One subordinated convertible debenture with a face amount of $500,000,
due June 2002, with interest at the rate of 12% per annum, convertible at a
conversion price of the lesser of $2.25 or 80% of the market price on the date
of conversion. The initial March 2000 due date of the debenture was previously
extended to December 2000. The initial interest rate was 12% per annum. As of
the date of this report, the outstanding principal balance is $400,000.

                                       13

<PAGE>


     C. One convertible debenture with a face amount of $500,000, due June 30,
2002, with interest at the rate of 12% per annum, convertible at a conversion
price of the lesser of $2.00 or 80% of the market price on the date of
conversion. The initial due date of the debenture was March 31, 2001.

     D. One loan to Dasibi China, Inc., a wholly-owned subsidiary of Pollution
Research, evidenced by a promissory note with a face amount of $75,000, maturing
on the extended due date of June 30, 2002, with interest at the rate of 10% per
annum.

     E. One loan to Delta Capital evidenced by a promissory note with a face
amount of $200,000, maturing on the extended due date of June 2002, with
interest at the rate of 18% per annum.

     F. Eight convertible debentures with a total face amount of $340,000, due
July 17, 2002, with interest at the rate of 9% per annum, convertible at a
conversion price of the lesser of $2.34 or 80% of the market price on the date
of conversion.

     Our working capital deficit at December 31, 2001, was $2,321,597. We
require immediate financing to repay our indebtedness and continue operations.
We require at least $1.5 million in the next six to twelve months to complete
the re-engineering of our existing products, continue development of future
products and continue to execute our business plan, which includes increasing
increase our presence in the bio-terrorism detection and medical diagnostic
equipment markets. We actively continue to pursue additional equity or debt
financings but to date have not received any other funding commitments. We
intend to improve liquidity by enhancing the efficiency of our operations, the
continued monitoring and reduction of administrative costs and through sales of
existing products including the model 7001 series. Currently, our cash on hand,
together with cash generated by operations, cannot sufficiently fund future
operating losses and capital requirements. If we are unable to obtain financing
on terms acceptable to us, or at all, or if we are not able immediately to
recognize significant revenue from sales of our new products, we may not be able
to accomplish any or all of our initiatives and could be forced to consider
steps that would protect our assets against our creditors.

Seasonality

     We do not believe that our business is seasonal.

Cautionary Statements and Risk Factors

     The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.

                                       14

<PAGE>


If any of the following risks actually occur, our business, results of
operations and financial condition could suffer. In that event the trading price
of our common stock could decline, and our shareholders may lose all or part of
their investment in our common stock. The risks discussed below also include
forward-looking statements and our actual results may differ substantially from
those discussed in these forward-looking statements.

There is doubt about our ability to continue as a going concern.

     We have experienced significant operating losses in the current and prior
years. Our cash and short-term investment balances continue to decline since
December 31, 2001, and we expect to experience further declining balances. We
have been unable to pay all of our creditors and certain other obligations in
accordance with their terms. We expect that our cash on hand and short-term
investments, together with cash generated by operations, cannot sufficiently
fund future operating losses and capital requirements. We have attempted to
raise additional capital through debt or equity financing and to date have had
nominal success. If we are unable to obtain financing on terms acceptable to us,
or at all, we will not be able to accomplish any or all of our initiatives and
could be forced to consider steps that would protect our assets against our
creditors.

We have a history of losses and we cannot assure you that we will be able to
achieve profitable operations in fiscal 2002.

     We have not been profitable in the past years and have an accumulated
deficit of $14.2 million. During fiscal 2001, we incurred a net loss of $7.4
million. Because we have shifted our business towards new markets, achieving
profitability depends upon our ability to generate and sustain substantially
higher revenues through sales of our new products. Although we have implemented
plans to increase revenues and operating margin, we cannot assure you that we
will be able to do so and consequently we may experience additional losses in
fiscal 2002.

We have limited rights to exploit the technology that our existing air
monitoring products incorporate. As a result, our revenues and profitability
from sales of this product will substantially decline.

                                       15

<PAGE>


     As part of the sale of Dasibi we have obtained a nonexclusive license to
exploit all of the technology currently owned by Dasibi anywhere in the universe
outside of mainland China. In recent years, we focused substantially all of our
marketing efforts towards, and substantially all of our revenue was derived
from, sales of our air pollution product in China. Our agreement not to compete
in that market will cause our revenue to decline substantially.

We need additional capital to fund product development, marketing activities and
sales. If we cannot obtain adequate financing, we may cease operations.

     Recently we shifted our research and development, marketing and business
development efforts away from the air pollution market in China towards the
bio-medical and bio-terrorism arena and to other medical applications for our
products. If we cannot raise additional capital, we will not be able to pursue
these strategies as scheduled, or at all, and we may cease operations. If we
raise additional funds by issuing equity or convertible debt securities, the
percentage ownership of our shareholders will be diluted. Any new securities
could have rights, preferences and privileges senior to those of our common
stock. Furthermore, we cannot be certain that additional financing will be
available when and to the extent we require or that, if available, it will be on
acceptable terms. If adequate funds are not available on acceptable terms, we
may not be able to fund continued development and sales of our existing
products, the expansion of our business into the bio-medical and bio-terrorism
markets or markets for other medical applications of our products, which could
cause us to cease operations.

We are not retaining any of the Dasibi employees who have significant experience
and knowledge in developing, enhancing or marketing Dasibi's current products,
and as a result, we may lose revenue and market share.

     If we cannot effectively manage the design, development, manufacture and
marketing of the various monitoring instruments previously manufactured by
Dasibi, our revenue and profitability will decline and we may lose customers and
market share. Our management team does not have substantial experience in the
air pollution monitoring instruments business and may not be able to timely
identify or anticipate all of the material risks associated with operating that
business. We may not be able to retain a sufficient number of additional
qualified employees on a timely business, or at all. If we cannot timely and
cost-effectively manage the air pollution monitoring instruments business, we
will lose revenue, customers and market share, and our results of operations
will be materially adversely affected.

Our products may not be commercially accepted which will adversely affect our
revenues and profitability.

     Our ability to enter into the bio-terrorism detection device market,
establish brand recognition and compete effectively depend upon many factors,
including broad commercial acceptance of our products. If our products are not
commercially accepted, we will not recognize meaningful revenue and our results
of operation will be materially adversely affected. The success of our products
will depend in large part on the breadth of the information these products
capture and the timeliness of delivery of that information. The commercial
success of our products also depends upon the quality and acceptance of other
competing products, general economic and political conditions and other tangible
and intangible factors, all of which can change and cannot be predicted with
certainty. We cannot assure you that our new products will achieve significant
market acceptance or will generate significant revenue. If the marketplace does
not broadly accept our products, our results of operations and financial
condition could be materially and adversely affected.

We have issued debentures convertible at a price discount to market and
conversion of these securities may depress the market value of our shares.

     As of December 31, 2001, we have issued an aggregate of $1,240,000 in
convertible debentures which are convertible into our common stock at 80-85% of
the market price on the date of conversion, not to exceed 19.9% of our issued
and outstanding common shares absent obtaining shareholder approval. It may be
difficult to raise financing and the market price of our common stock may
decline because of the indeterminable overhang that is created by the discount
to market conversion feature of these debentures. If the holders of these
debentures convert their debentures at the discounted price of 15-20% below the
market price the existing shareholders will suffer substantial dilution and our
stock price may substantially decline. In addition, large numbers of shares
purchased at a discount could cause short sales to occur which would lower the
bid price of the common stock.

                                       16

<PAGE>


We may be delisted from The Nasdaq SmallCap Market, which would adversely effect
the liquidity of our stock.

     In order to continue to be listed on Nasdaq, we must meet the following
requirements:

     o    minimum bid price of $1.00;

     o    net tangible assets of at least $2,000,000, or a market capitalization
          of $35,000,000 or $500,000 in net income for two of the last three
          years;

     o    two market makers;

     o    300 stockholders;

     o    at least 500,000 shares in the public float or a minimum market value
          for the public float of $1,000,000; and

     o    compliance with certain corporate governance standards.

     In July 2001, we were notified by The Nasdaq Stock Market that we did not
meet the minimum bid price requirement of the continued listing requirements of
the Nasdaq SmallCap Market. Subsequently, Nasdaq suspended the notification
until early 2000 and we have not received any subsequent notification to date.
Currently, our stock trades below the minimum bid price of $1.00. If we are
delisted from The Nasdaq Small Capital Market, we anticipate that we would apply
for our common stock to trade on the Over The Counter Bulletin Board. If we are
delisted, it may be more difficult to raise additional debt or equity financing
and an investor likely would find it more difficult to sell or obtain quotations
as to the price of our common stock.

Our outstanding options and warrants, and convertible debentures may dilute our
shareholders' interests.

     As of December 31, 2001, we have granted options and warrants to purchase a
total of 3,096,427 shares of common stock that have not been exercised and an
aggregate of $1,240,000 outstanding debentures that are convertible based upon a
conversion price of 80-85% of the market price on the date of conversion. To the
extent these outstanding options and warrants are exercised or the convertible
debentures are converted, our shareholder's interests will be diluted.

The loss of our President and Chief Executive Officer may disrupt our business.

     Our success depends in substantial part upon the services of Mr. Jacques
Tizabi, our President, Chief Executive Officer and Chairman of the Board of
Directors. The loss of or the failure to retain the services of Mr. Tizabi could
adversely affect the development of our business and our ability to realize or
sustain profitable operations. We do not maintain key-man life insurance on Mr.
Tizabi and have no present plans to obtain such insurance.

We have limited protection of intellectual property and proprietary rights of
our products.

     We regard all or portions of the designs and technologies incorporated into
our products as proprietary and attempt to protect them under trade secret laws.
It has generally been our policy to proceed without patent protection. It may be
possible for unauthorized third parties to copy certain portions of our products
or to "reverse engineer" or otherwise obtain and use to our detriment
information that we regard as proprietary. We cannot assure you that any of our
efforts to protect our proprietary technology will be adequate or that our
competitors will not independently develop technologies that are substantially
equivalent or superior to our technologies.

                                       17

<PAGE>


We do not maintain products liability insurance.

     In the event that we experience a material liability as a result of a
products liability claim, such a liability could have a material adverse effect
on us, as we would have to repair and service the products at our cost. Should
our products fail to perform or require repair under warranty, we may not be
able to afford such repairs or to do so in a timely manner, which could
adversely affect our relations with our customers.

Our stock price is volatile.

     The trading price of our common stock has from time to time fluctuated
widely and in the future may be subject to similar fluctuations in response to
quarter-to-quarter variations in our operating results, announcements of
technological innovations or new products by us or our competitors, general
conditions in the bio-terrorism detection device industry in which we compete
and other events or factors. In addition, in recent years, broad stock market
indices, in general, and the securities of technology companies, in particular,
have experienced substantial price fluctuations. Such broad market fluctuations
also may adversely affect the future trading price of our common stock.

We have never paid dividends on our common stock.

     We have never paid dividends on the shares of our common stock and do not
intend to pay any dividends in the foreseeable future.

Potential Anti-Takeover Tactics Through Issuance of Preferred Stock Rights May
Be Detrimental to Common Shareholders.

     We are authorized to issue up to 20,000,000 shares of preferred stock, of
which none are currently issued and outstanding. The issuance of preferred stock
does not require approval by the shareholders of our common stock. Our Board of
Directors, in its sole discretion, has the power to issue preferred stock in one
or more series and establish the dividend rates and preferences, liquidation
preferences, voting rights, redemption and conversion terms and conditions and
any other relative rights and preferences with respect to any series of
preferred stock. Holders of preferred stock may have the right to receive
dividends, certain preferences in liquidation and conversion and other rights,
any of which rights and preferences may operate to the detriment of the
shareholders of our common stock. Further, the issuance of any preferred stock
having rights superior to those of our common stock may result in a decrease in
the value or market price of the common stock and, additionally, could be used
by our Board of Directors as an anti-takeover measure or device to prevent a
change in our control.

Item 7. Financial Statements

     Our financial statements and related notes are set forth at pages F-1
through F-24.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures

         None.

                                       18

<PAGE>

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act

Directors, Executive Officers and Key Employees

     Set forth below are the names, ages, positions and business experience of
our directors, executive officers and key employees as of April 9, 2002.

                                          Position(s) with Pollution Research
      Name                     Age                      and Dasibi
      ----                     ---        -----------------------------------

Jacques Tizabi                  30        Chief Executive Officer, President
                                          and Chairman of the Board of Directors

Michael Collins (1) (2)         33        Secretary and Director

Matin Emouna (1) (2)            33        Director

(1) Audit Committee Member
(2) Compensation Committee Member

     All directors hold office until the next annual meeting of our shareholders
and until their successors have been elected and qualify. Officers serve at the
pleasure of the board of directors.

Business Experience

     Jacques Tizabi has been the Chief Executive Officer, President and Chairman
of the Board of Directors of our Company since October 2001. He is the
co-founder and managing partner of Astor Capital, Inc., which was founded in
1995 and specializes in investment banking and asset management, predominantly
in the area of direct private investment in public companies. Mr. Tizabi has
substantial experience in evaluating, structuring, and negotiating direct
investments in public companies and later stage private companies. He is also
the Portfolio Manager for AMG Capital Management. Mr. Tizabi holds a B.S. degree
in Business from New York University and an M.B.A. from Pepperdine University.

     Michael Collins has been the Secretary and a director of our Company since
October 2001. He has been an independent business consultant since December
1998. Between 1993 and 1997, Mr. Collins worked for Twentieth Century Fox
International, PolyGram Filmed Entertainment and Savoy Pictures in the field of
media management. Mr. Collins received a B.A. in Political Science from Columbia
University and an M.B.A. from The Anderson School at UCLA.

     Matin Emouna has served as a director of our Company since October 2001.
Since 1997, Mr. Emouna has maintained his own law practice in New York, where he
represents foreign and domestic clients in a broad range of real estate
transactions, with emphasis on new constructions, commercial real estate
transactions, shopping center development, financing, and commercial leasing.
Mr. Emouna also serves as a general counsel for Omni Abstract Title, Radio

                                       19

<PAGE>


Sedayeh Iran, and several non-profit religious organizations. He holds B.S.
degrees in Business Administration and Spanish from New York State University at
Albany and a J.D. from Benjamin N. Cardozo School of Law.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership, and reports of changes in
ownership, of common stock and other equity securities of Pollution Research.
Executive officers, directors and greater than ten percent shareholders are
required by Commission regulations to furnish us with copies of all Section
16(a) reports they file. To our knowledge, based solely on a review of the
copies of such reports furnished to us, and representations that no other
reports were required during the fiscal year ended December 31, 2001, our
executive officers, directors and greater than ten per cent beneficial owners of
our common stock, complied with all Section 16(a) filing requirements applicable
to them, except for late Form 3's filed by each of Messrs. Tizabi, Collins and
Emouna, reporting the beneficial ownership of our securities for each individual
at the time each became an officer and/or director.

Item 10. Executive Compensation

Executive Compensation

     The following table sets forth information concerning the annual and
long-term compensation for services in all capacities rendered to us for the
fiscal years ended December 31, 2001, 2000, and 1999, of our Chief Executive
Officer and our other executive officers whose annual compensation exceeded
$100,000 in the fiscal year ended December 31, 2001 (the "Named Executive
Officers"):

<TABLE>
<CAPTION>


                                            SUMMARY COMPENSATION TABLE
                                               Annual Compensation


                                                                                                Long Term
                                                                              Other          Compensation Awards
Name and                                                                     Annual         Securities Underlying
Principal Position                   Year       Salary        Bonus       Compensation         Options/SARs(#)
------------------                   ----       ------        -----       ------------      ------------------

<S>                                  <C>      <C>                 <C>           <C>               <C>
Jacques Tizabi (1)                   2001     $ 62,500           -0-           -0-                1,150,000
President, Chief                     2000           --           --            --                     --
Executive Officer, &                 1999           --           --            --                     --
Chairman of the Board

Albert E. Gosselin, Jr. (1)          2001     $185,000           -0-           -0-                   -0-
                                     2000     $220,000           -0-           -0-                   -0-
                                     1999     $210,000 (2)       -0-           -0-                   -0-
</TABLE>


                                       20

<PAGE>


(1)  Mr. Gosselin resigned as President, Chief Executive Officer and Chairman of
     the Board of the Company effective September 24, 2001. Mr. Tizabi replaced
     Mr. Gosselin in each of these positions.

(2)  Does not include $97,866 of accrued salary from 1996.

Compensation of Directors

     Directors do not receive compensation pursuant to any standard arrangement
for their services as directors.



                          OPTION GRANTS IN FISCAL 2001

     The following table sets forth certain information regarding the grant of
stock options made during fiscal 2001 to the Named Executive Officers.

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------
                                         Percent of
                                         Total
                                          Options                                            Potential
                        Number of        Granted To                                       Realizable Value
                        Securities       Employees                                           At Assumed
                        Underlying           In         Exercise                        Rate of Stock Price
                         Options         Fiscal         Or Base      Expiration           Appreciation for
Name                     Granted            Year         Price          Date               Option Term(1)
----                    ----------      -----------    ---------    -----------    -----------------------------
                                                                                         5%              10%
                                                                                   -------------     -----------
<S>                     <C>                 <C>          <C>          <C>             <C>              <C>
Jacques Tizabi          1,150,000           100%         $0.30        10/01/11        $216,890         $549,700

----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The potential realizable value is based on the assumption that our common
     stock appreciates at the annual rate shown (compounded annually) from the
     date of grant until the expiration of the option term. These amounts are
     calculated pursuant to applicable requirements of the SEC and do not
     represent a forecast of the future appreciation of our common stock.


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth, for each of the Named Executive Officers,
certain information regarding the exercise of stock options during fiscal 2001,
the number of shares of common stock underlying stock options held at fiscal
year-end and the value of options held at fiscal year-end based upon the last
reported sales price of the common stock on the Nasdaq Stock Market's SmallCap
Market on December 31, 2001 ($0.58 per share).

                                       21

<PAGE>
<TABLE>
<CAPTION>



 Name                        Shares          Value             Number of Securities            Value of Unexercised
                            Acquired                          Underlying Unexercised
                               On                                   Options at                In-the-Money Options at
                            Exercise       Realized             December 31, 2000                December 31, 2000
 -----------------------   ------------   ------------   --------------------------------- ----------------------------
                                                         Exercisable       Unexercisable   Exercisable    Unexercisable
 -----------------------   ------------   ------------   ------------      -------------   -----------    -------------
<S>                                 <C>            <C>      <C>                       <C>     <C>                    <C>
 Jacques Tizabi                    -0-            -0-       1,150,000                -0-      $322,000              -0-

</TABLE>



Employment Agreements

     During fiscal 2001, we had an employment agreement with Albert E. Gosselin,
Jr., who served as President, Chief Executive Officer, and Chairman of the Board
of Directors for the Company during that period. Mr. Gosselin's employment
agreement was approved by the Board of Directors on July 30, 1987, and was
extended through August 31, 2003. The employment agreement, as extended,
provides for payment of a base salary of $200,000, $210,000, $220,000, $230,000,
$240,000 and $250,000 for the one-year periods ending August 31, 1998, 1999,
2000, 2001, 2002, and 2003, respectively. The employment agreement further
obligates us to permit Mr. Gosselin to participate in our Employee Incentive
Stock Option Plan and Group Medical Plan, and any other health, life insurance,
group medical, disability income insurance, and stock option plan adopted by us.
Under the employment agreement, Mr. Gosselin's salary continues in the event of
his disability and for two years after his death. He is also entitled to a lump
sum payment equivalent to 2.99 times his current salary in the event of his
termination as President or Chief Executive Officer within 18 months of a change
of control of the Company, including, among other events, certain types of
mergers and other business combinations, material changes in the composition of
the Board or the beneficial ownership of our common stock, the sale of
substantially all of our assets or securities, and the material downsizing or
dissolution of the Company. Mr. Gosselin resigned as President, Chief Executive
Officer and Chairman of the Board of Directors of the Company effective as of
September 24, 2001, and waived all rights to any severance, change of control or
other payments, if any, to which he was entitled under his employment agreement.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of April 9, 2002, relating to
the ownership of our common stock by (i) each person known by us to be the
beneficial owner of more than five percent of the outstanding shares of our
common stock, (ii) each of our directors, (iii) our Chief Executive Officer and
each of our Named Executive Officers, and (iv) all of our executive officers and
directors as a group. Except as may be indicated in the footnotes to the table
and subject to applicable community property laws, each person has the sole

                                       22

<PAGE>


voting and investment power with respect to the shares owned. The address of
each person listed is in care of us, 9300 Wilshire Boulevard, Suite 308, Beverly
Hills, California 90212, unless otherwise set forth below.

                                               Number of Shares of
                                                  Common Stock        Percent of
 Name and Address                            Beneficially Owned (1)    Class (1)
 ------------------------------------------------------------------   ----------


 Jacques Tizabi (2)........................        1,357,223             17.4%
 Michael Collins...........................                0                0%
 Matin Emouna..............................                0                0%
 Ronald Patterson (3)......................          748,030             11.6%
 Silverline Partners, Ltd. (4).............          700,000             10.9%
 Steven Sion (5)...........................          643,571              9.2%
 Directors and executive officers as a
 group (3 persons) (6).....................        1,357,223              17.4%

(1)  Under Rule 13d-3 under the Exchange Act, certain shares may be deemed to be
     beneficially owned by more than one person (if, for example, persons share
     the power to vote or the power to dispose of the shares). In addition,
     shares are deemed to be beneficially owned by a person if the person has
     the right to acquire the shares (for example, upon exercise of an option)
     within 60 days of the date as of which the information is provided. In
     computing the percentage ownership of any person in the table above, the
     amount of shares outstanding is deemed to include the amount of shares
     beneficially owned by that person (and only that person) by reason of these
     acquisition rights. As a result, the percentage of outstanding shares of
     any person as shown in this table does not necessarily reflect the person's
     actual ownership or voting power with respect to the number of shares of
     common stock actually outstanding at April 9, 2002.

(2)  Includes (a) 1,150,000 shares that may be acquired upon the exercise of
     options, which are or will become exercisable on or prior to June 8, 2002,
     (b) 189,900 shares that may be acquired upon the exercise of warrants owned
     by Astor Capital, Inc., (c) 6,000 shares that may be acquired upon the
     exercise of warrants owned by JRT Holdings, Inc., and 9,523 shares that may
     be acquired upon the conversion of a convertible debenture owned by JRT
     Holdings, Inc. Mr. Tizabi is a fifty-percent owner of Astor Capital, Inc.
     and JRT Holdings, Inc.

(3)  Includes 187,858 shares that may be acquired upon the exercise of options,
     which are or will become exercisable on or prior to June 8, 2002. The
     address of Ronald Patterson is 1243 Fairway Point Row, Sand Diego, CA
     92128. This information is based solely on the Schedule 13-D/A filed by Mr.
     Patterson on March 31, 2000.

(4)  The address of Silverline Partners is 27 Wellington Road, Cork, Ireland.

(5)  Includes 543,571 shares that may be acquired upon the exercise of options,
     which are or will become exercisable on or prior to June 8, 2002. The
     address of Steven Sion is 9913 Robin Oaks Drive, Las Vegas, Nevada 89117.

(6)  Represents shares that may be acquired upon the exercise of options and
     warrants, which are or will become exercisable on or prior to June 8, 2002,
     and the conversion of a convertible debenture.

                                       23

<PAGE>



Item 12. Certain Relationships and Related Transactions

     See "Liquidity and Capital Resources" under Item 6 and "Employment
Agreements" under Item 10.

Item 13. Exhibits and Reports on Form 8-K

     (a) Exhibits

     The exhibits listed in the Exhibit Index located at Pages E-1 through E-36
are filed pursuant to Item 13(a) of this Report.

     (b) Reports on Form 8-K

         On October 12, 2001, we filed a Current Report on Form 8-K reporting on
      Items 1, 2, 5, 6 and 7.

         On November 8, 2001, we filed a Current Report on Form 8-K/A reporting
      on Items 1, 2, 5, 6 and 7.


                                       24
<PAGE>


                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  April 12, 2002                 POLLUTION RESEARCH AND CONTROL CORP.
                                                  (Registrant)


                                 By:  /s/  Jacques Tizabi
                                      ------------------------------------------
                                      Jacques Tizabi, President, Chief Executive
                                      Officer and Chairman of the Board of
                                      Directors

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacques Tizabi, his attorney-in-fact,
each with the power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this Annual Report
on Form 10-KSB, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming said attorney-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Date:  April 12, 2002            /s/  Jacques Tizabi
                                 -----------------------------------------------
                                 Jacques Tizabi, President, Chief Executive
                                 Officer and Chairman of the Board of Directors
                                 (Principal Executive Officer)

Date:  April 12, 2002            /s/  Michael Collins
                                 -----------------------------------------------
                                 Michael Collins, Chief Financial Officer and
                                 Director


Date:  April 12, 2002            /s/  Matin Emouna
                                 -----------------------------------------------
                                 Matin Emouna, Director



                                       25


<PAGE>






                                      INDEX
                                      -----



                                                                         Page
                                                                         ----

Independent Auditors' Report                                              F-2

Consolidated Balance Sheet                                                F-3

Consolidated Statements of Operations                                     F-5

Consolidated Statements of Stockholders' Equity (Deficit)                 F-6

Consolidated Statements of Cash Flows                                     F-7

Notes to Consolidated Financial Statements                                F-8







                                       F-1

<PAGE>



                                 AJ. ROBBINS, PC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                              3033 EAST 1ST AVENUE
                                    SUITE 201
                             DENVER, COLORADO 80206

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Pollution Research and Control Corp.
Beverly Hills, California


We have audited the accompanying consolidated balance sheet of Pollution
Research and Control Corp. and Subsidiaries as of December 31, 2001, and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the years ended December 31, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Pollution Research
and Control Corp. and Subsidiaries as of December 31, 2001, and the consolidated
results of their operations and their cash flows for the years ended December
31, 2001 and 2000 in conformity with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has recently sold its operating subsidiary,
Dasibi Environmental Corp., and has a working capital deficit and a capital
deficit. Its ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital and ultimately achieve
profitable operations. These conditions raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                              AJ. ROBBINS, PC
                                              CERTIFIED PUBLIC ACCOUNTANTS
                                                    AND CONSULTANTS



Denver, Colorado
March 22, 2002


                                      F-2

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001
                                -----------------


                                     ASSETS
                                     ------


CURRENT ASSETS:
     Cash                                                             $  142,754
     Accounts receivable, trade, net                                     259,151
     Inventories                                                       2,032,384
     Inventory held by joint venture                                     500,000
     Other current assets                                                 21,791
                                                                      ----------

                  Total Current Assets                                 2,956,080



PROPERTY, EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS, net                                                       53,664


INVESTMENT IN JOINT VENTURE                                              473,761


OTHER ASSETS                                                              23,509
                                                                      ----------

                                                                      $3,507,014
                                                                      ==========




          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-3

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)
                                DECEMBER 31, 2001
                                -----------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES:
     Accounts payable, trade                                       $    229,967
     Customer advances                                                   59,557
     Accrued liabilities                                                318,220
     Deferred revenue                                                   550,000
     Estimated liability for disposal
       of discontinued subsidiary                                       487,344
     Notes payable and convertible debt                               3,355,000
     Accrued interest expense                                           377,589
                                                                   ------------

                  Total Current Liabilities                           5,377,677


DEFERRED RENT, net of current portion                                    24,236
                                                                   ------------

                  Total Liabilities                                   5,401,913
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, 20,000,000 shares authorized:
         Series A, $.01 par value, -0- shares
           issued and outstanding                                          --
         Series B, $.01 par value, -0- shares
           issued and outstanding                                          --
     Common stock, no par value, 30,000,000 shares
           authorized, 5,949,616 issued and outstanding               9,789,742
     Additional paid-in capital                                       2,485,062
     Accumulated (deficit)                                          (14,169,703)
                                                                   ------------

                  Total Stockholders' Equity (Deficit)               (1,894,899)
                                                                   ------------

                                                                   $  3,507,014
                                                                   ============



          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-4


<PAGE>
<TABLE>
<CAPTION>


                        POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                            ----------------------------------------------


                                                                        2001                    2000
                                                                    -----------             -----------
<S>                                                                  <C>                    <C>
OPERATING EXPENSES:
     General and administrative                                     $ 1,566,261             $   497,607
                                                                    -----------             -----------

(LOSS) FROM OPERATIONS                                               (1,566,261)               (497,607)
                                                                    -----------             -----------

OTHER (EXPENSE):
     Interest expense                                                  (234,571)               (364,690)
     Amortization of loan fees                                         (279,484)               (758,379)
                                                                    -----------             -----------

                  Net Other (Expense)                                  (514,055)             (1,123,069)
                                                                    -----------             -----------

(LOSS) FROM OPERATIONS, BEFORE INCOME TAXES (BENEFIT)                (2,080,316)             (1,620,676)
                                                                    -----------             -----------

INCOME TAX EXPENSE (BENEFIT)                                          2,199,000                (425,000)
                                                                    -----------             -----------

(LOSS) FROM CONTINUING OPERATIONS                                    (4,279,316)             (1,195,676)
                                                                    -----------             -----------

DISCONTINUED OPERATIONS (Note 18):
     (Loss) from operations of discontinued subsidiaries
        (less applicable tax expense/(benefit)
        of $1,188,000 and ($303,000))                                (1,846,605)               (660,342)
     (Loss) on disposal of subsidiaries,
        including provision of $487,344 for
        operating losses during phaseout period
        (less applicable taxes of $-0- and $-0-)                     (1,301,114)                   --
                                                                    -----------             -----------


                  Total (Loss) From Discontinued Operations          (3,147,719)               (660,342)
                                                                    -----------             -----------

NET (LOSS)                                                          $(7,427,035)            $(1,856,018)
                                                                    ===========             ===========

NET (LOSS) PER SHARE - BASIC AND DILUTED:
     Continuing operations                                          $      (.72)            $      (.26)
     Discontinued operations:
         Loss from operations                                              (.31)                   (.15)
         Loss on disposal                                                  (.22)                   --
                                                                    -----------             -----------

                                                                    $     (1.25)            $      (.41)
                                                                    ===========             ===========

WEIGHTED AVERAGE SHARES, BASIC AND DILUTED                            5,924,222               4,540,847
                                                                    ===========             ===========



                      SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                 F-5

<PAGE>


                                      POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                              FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
                                              ----------------------------------------------



                                                                                                                          Total
                                                 Common Stock            Note Due       Additional                     Stockholders'
                                          -------------------------      From Sale       Paid-In       Accumulated        Equity
                                            Shares        Amount         Of Stock        Capital        (Deficit)       (Deficit)
                                          ---------    ------------    ------------    ------------    ------------    ------------

Balances,
   December 31, 1999                      3,672,545    $  7,840,920    $       --      $  1,134,000    $ (4,886,650)   $  4,088,270
Exercise of warrants and options            429,207         404,406            --        (1,113,703)           --          (709,297)
Fair market value of warrants
   issued in connection
   with exercise of warrants                   --              --              --         1,113,703            --         1,113,703
Additional proceeds from the sale
   of common stock in
   partial settlement of debt                  --              --              --            98,948            --            98,948
Conversion of convertible debt               50,000         100,000            --              --              --           100,000
Value of beneficial conversion
   feature of convertible debentures           --              --              --           179,250            --           179,250
Common stock issued for
  loan fees                                 100,000         187,500            --              --              --           187,500
Stock based compensation for
  loan fees                                    --              --              --           804,307            --           804,307
Common stock issued for services             25,000          56,250            --              --              --            56,250
Issuance of stock under
   Employee Stock Plan                      840,000       1,680,000      (1,680,000)           --              --              --
Collections on note due from
   sale of stock                               --              --            12,600            --              --            12,600
Net (loss) for the year                        --              --              --              --        (1,856,018)     (1,856,018)
                                       ------------    ------------    ------------    ------------    ------------    ------------

Balances,
   December 31, 2000                      5,116,752      10,269,076      (1,667,400)      2,216,505      (6,742,668)      4,075,513
Exercise of warrants                        200,000         100,000            --              --              --           100,000
Conversion of convertible debt              498,364         175,000            --              --              --           175,000
Stock based compensation for
  loan fees                                    --              --              --            76,100            --            76,100
Stock based compensation for
  finders fee                                  --              --              --           192,457            --           192,457
Common stock issued for services            974,500         925,666            --              --              --           925,666
Stock purchased by the Company                 --              --           (12,600)           --              --           (12,600)
Cancellation of employee stock plan        (840,000)     (1,680,000)      1,680,000            --              --              --
Net (loss) for the year                        --              --              --              --        (7,427,035)     (7,427,035)
                                       ------------    ------------    ------------    ------------    ------------    ------------

Balances,
   December 31, 2001                      5,949,616    $  9,789,742    $       --      $  2,485,062    $(14,169,703)   $ (1,894,899)
                                       ============    ============    ============    ============    ============    ============



                                     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STAEMENTS

                                                                 F-6


<PAGE>


                           POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000

                                                                                  2001                 2000
                                                                              ------------          -----------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
     Reconciliation of net (loss) to net cash
      flows provided by (used in) operating activities:
         Net (loss) from continuing operations                                 $(4,279,316)         $(1,195,676)
         Deferred income taxes                                                   2,199,000             (425,000)
         Beneficial conversion feature of convertible debt                            --                179,250
         Stock issued for services                                                 925,666               56,250
         Stock issued for loan fees                                                   --                187,500
     Changes in assets and liabilities:
         Accounts receivable, related party                                        203,937               75,001
         Accrued Expenses                                                          100,000
         Inventories                                                               188,452             (833,125)
         Prepaid expenses                                                          343,794               40,000
                                                                               -----------          -----------
             Net cash flows (to) continuing operations                            (318,467)          (1,915,800)
             Net cash flows from (to) discontinued operations                     (688,485)             476,895
                                                                               -----------          -----------

                          Net Cash Flows (Used in) Operating Activities         (1,006,952)          (1,438,905)
                                                                               -----------          -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
     Payments received from employee stock purchase plan                              --                 12,600
     Repurchase of common stock                                                    (12,600)                --
                                                                               -----------          -----------
             Net cash flows (to) continuing operations                             (12,600)              12,600
             Net cash flows (to) discontinued operations                              --               (600,000)
                                                                               -----------          -----------

                          Net Cash Flows (Used in) Investing Activities            (12,600)            (587,400)
                                                                               -----------          -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                           --                404,405
     Proceeds from exercise of warrants                                            100,000                 --
     Advances on notes payable                                                   1,500,000              275,000
     Payments on notes payable                                                  (1,080,000)            (210,000)
     Advances on convertible debt                                                     --                865,000
                                                                               -----------          -----------
             Net cash flows from continuing operations                             520,000            1,334,405
             Net cash flows from discontinued operations                           470,000              650,000
                                                                               -----------          -----------

                        Net Cash Flows Provided by Financing Activities            990,000            1,984,405
                                                                               -----------          -----------

(DECREASE) IN CASH                                                                 (29,552)             (41,900)
CASH, beginning of year                                                            172,306              214,206
                                                                               -----------          -----------

CASH, end of year                                                              $   142,754          $   172,306
                                                                               ===========          ===========

Supplemental Cash Flow Information:
See Note 15

                              SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        F-7
</TABLE>

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 1 - BUSINESS ACTIVITY

Pollution Research and Control Corp., a California corporation, primarily
designed, manufactured and marketed air pollution monitoring instruments,
through its wholly-owned subsidiary Dasibi Environmental Corporation ("Dasibi").
The Company's wholly owned subsidiary Nutek, Inc. ("Nutek") is inactive. The
Company's wholly owned subsidiary Logan Medical Devices, Inc. ("Logan") was
renamed Dasibi China, Inc. ("Dasibi China") and is currently inactive.

The Company intended to spin-off Dasibi to its stockholders effective October 1,
2001 and discontinue operations. Instead, subsequent to year-end the Company
sold Dasibi to one of its creditors in exchange for forgiveness of $1,500,000 in
debt and accrued interest and a non-exclusive license agreement for all of the
Dasibi's technology (see Note 19).

The Company intends to market and sell instruments that detect and monitor
pollution and bio-hazardous particles utilizing the licensed technology from
Dasibi.

Management's Plans
------------------
The Company has recently sold its operating subsidiary, Dasibi and has a working
capital deficit and a capital deficit. Its ability to continue as a going
concern is dependent upon its ability to develop additional sources of capital
and ultimately achieve profitable operations. These conditions raise substantial
doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

The Company is currently devoting its efforts to raising capital and finalizing
its products for sales.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation
-------------
The consolidated financial statements include the accounts of Pollution Research
and Control Corp. and its wholly-owned subsidiaries . All significant
intercompany balances and transactions have been eliminated in consolidation.


                                      F-8
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in Joint Venture
---------------------------
The Company accounts for its investment in the joint venture under the equity
method. (See Note 4)

Revenue Recognition
-------------------
Revenue is recognized upon shipment of products. Title of goods is transferred
when the products are shipped from the Company's warehouse. Income not earned is
recorded as deferred revenue.

Sales to the 50% Joint Venture are not considered earned until shipped by the
Joint Venture. Revenue is recognized upon shipment of products. (See Note 4).

Inventories
-----------
Inventories are stated at the lower of cost (first-in first-out) basis or
market.

Advertising Expenses
--------------------
The Company expenses advertising costs as incurred. During the years ended
December 31, 2001 and 2000, the Company did not have significant advertising
costs.

Property, Equipment and Leasehold Improvements and Depreciation
---------------------------------------------------------------
Property, equipment and leasehold improvements are stated at cost less
accumulated depreciation and amortization. Depreciation is provided for on the
straight-line method over the estimated useful lives of the assets, generally
five to ten years. Amortization of leasehold improvements is over the shorter of
the life of the lease or five years. Total depreciation expense was $23,716 and
$25,772 for the years ended December 31, 2001 and 2000, respectively.

Stock-Based Compensation
------------------------
The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). This standard requires the Company to adopt the
"fair value" method with respect to stock-based compensation of consultants and
other non-employees. The Company did not change its method of accounting with
respect to employee stock options; the Company continues to account for these
under the "intrinsic value" method, and to furnish the proforma disclosures
required by SFAS 123. See Note 11 for additional information with respect to
stock-based compensation.

Valuation of the Company's Common Stock
---------------------------------------
Unless otherwise disclosed, all stock based transactions entered into by the
Company have been valued at the market value of the Company's common stock on
the date the transaction was entered into or have been valued using the
Black-Scholes Model to estimate the fair market value.

                                      F-9

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings per Share
------------------
In 1997, the Financial Accounting Standards Board (FASB) issued Statement No.
128, "Earnings Per Share". Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, to conform to Statement 128 requirements.

Cash Equivalents
----------------
For purposes of reporting cash flows, the Company considers all short term,
interest bearing deposits with original maturities of three months or less to be
cash equivalents.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of cash, accounts receivable, accounts payable, accrued
expenses, notes payable and convertible debt approximate fair value because of
the short maturity of these items.

Impairment Of Long-Lived Assets
-------------------------------
The Company evaluates its long-lived assets by measuring the carrying amounts of
assets against the estimated undiscounted future cash flows associated with
them. At the time the carrying value of such assets exceeds the fair value of
such assets, impairment is recognized. To date, no adjustments to the carrying
value of the assets has been made.

Research and Software Development Costs
---------------------------------------
The Company has developed software to control its monitoring equipment available
for sale, which are sold on a package basis. The software development costs were
expensed as research and development costs as incurred. Revenues from software
sold were insignificant during the years ended December 31, 2001 and 2000.
Research and development expense was $92,173 and $53,465 for the years ended
December 31, 2001 and 2000, respectively.

Income Taxes
------------
Deferred income taxes are recorded to reflect the tax consequences in future
years of temporary differences between the tax basis of the assets and
liabilities and their financial statement amounts at the end of each reporting
period. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax
payable for the current period and the change during the period in deferred tax
assets and liabilities. The deferred tax assets and liabilities have been netted
to reflect the tax impact of temporary differences (see Note 9). At December 31,
2001 a full valuation allowance has been established for the deferred tax asset
as management believes that it is more likely than not that a tax benefit will
not be realized.


                                      F-10
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassification
----------------
Certain amounts reported in the Company's financial statements for the year
ended December 31, 2000 have been reclassified to conform to the current year
presentation.

Recently Issued Accounting Pronouncements
-----------------------------------------
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, is
effective for the Company for the fiscal year beginning January 1, 2002, and
addresses accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and APB Opinion
No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of
a Segment of a Business. SFAS No. 144 retains the fundamental provisions of SFAS
No. 121 and expands the reporting of discontinued operations to include all
components of an entity with operations that can be distinguished from the rest
of the entity and that will be eliminated from the ongoing operations of the
entity in a disposal transaction. The Company estimates that the new standard
will not have a material impact on its financial statements but is still in the
process of evaluating the impact on its financial statements.

SFAS No. 143, Accounting for Asset Retirement Obligations, addresses accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143 will
be effective for the Company for the fiscal year beginning January 1, 2002 and
early adoption is encouraged. SFAS No. 143 requires that the fair value of a
liability for an asset's retirement obligation be recorded in the period in
which it is incurred and the corresponding cost capitalized by increasing the
carrying amount of the related long-lived asset. The Company estimates that the
new standard will not have a material impact on its financial statements but is
still in the process of evaluating the impact on its financial statements.


                                      F-11
<PAGE>




              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In July 2001 the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and
No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the Company is required to adopt SFAS 142 effective January 1,
2002. The Company is currently evaluating the effect that adoption of the
provisions of SFAS 142 will have on its results of operations and financial
position.

In December 1999 the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000 the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. The
Company has adopted this SAB and does not believe that adoption of this SAB will
have a material impact on its financial statements.

NOTE 3 - INVENTORIES

Inventories at December 31, 2001 consisted of the following:

Raw materials                                                         $  626,363
Work in process                                                          102,934
Finished goods                                                         1,303,087
                                                                      ----------

     Total                                                            $2,032,384
                                                                      ==========

NOTE 4 - JOINT VENTURE

In December 2000 Dasibi entered into a Joint Venture Contract with Shenyang
Dongyu Group Co. Ltd. ("The Joint Venture"). The Joint Venture manufactures and
sells air pollution monitoring equipment and provides technical consultation and
support as well as after-sale services. The business operates in Shenyang City,
China. The term of the Joint Venture is 10 years. Operations commenced in 2001.


                                      F-12
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 4 - JOINT VENTURE (Continued)

Dasibi contributed $600,000 in cash and transferred internally developed
technology for its current generation product line to the Joint Venture for a
50% joint venture interest. Dasibi was required to contribute an additional
$200,000 cash and additional technology during the first year of operations of
the Joint Venture. Dasibi has not contributed the additional $200,000 cash
required by the agreement. The penalty for not making such payments is 1% of the
amount not funded in the first three months of the breach of funding and 3% of
the amount not funded during the time period thereafter. The funding was due in
March 2001. Dasibi has not accrued the penalty amounts or recorded the
contribution payable as of December 31, 2001 because management of Dasibi does
not believe the penalty will be assessed. Dasibi's rights include electing two
directors to the Board of Directors out of a total of six directors.

The Joint Venture had the following activity for the year ended December 31,
2001

Revenue                                                               $  33,960
Expenses                                                               (286,438)
                                                                      ---------

Net loss                                                              $(252,478)
                                                                      =========

Dasibi's share of net loss (50%)                                      $(126,239)
                                                                      =========

NOTE 5 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements held by Dasibi at December 31,
2001 consisted of the following:

Machinery and equipment                                                 $ 84,787
Furniture and fixtures                                                    31,298
Leasehold improvements                                                   194,196
                                                                        --------
                                                                         310,281
Less accumulated depreciation and amortization                           256,617
                                                                        --------

                                                                        $ 53,664
                                                                        ========
NOTE 6 - DEFERRED RENT

Upon execution of a 10 year lease for its present facility in Glendale,
California commencing July 1, 1994, the Company was granted 6 months "free"
rent. As required by generally accepted accounting principles, rent expense is
being recognized by amortizing the total minimum rentals payable under the lease
over the terms of the lease on a straight-line basis. The deferred rent shown on
the balance sheet as of December 31, 2001 represents the excess of the total
amount charged to rent expense over the amounts actually due and payable under
the lease as of such date, of which $14,534 has been classified as current and
$24,236 as long term, respectively.

                                      F-13

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 7 - ACCRUED SETTLEMENTS

Nutek
-----
Under a settlement reached in 1998 and finalized in June 1999, the Company
entered into a compromise settlement agreement with the previous major secured
lender of Nutek to repay $468,000 through the issuance of 100,000 shares of the
Company's common stock (market value of $1.75 per share on the date of issuance)
and payment on February 1, 2000 of the remaining balance due, including interest
accruing from the settlement date at 12% per annum. The shares were placed in
escrow to be sold to reduce the balance owed under the settlement agreement. In
addition, the Company issued warrants to purchase 20,000 shares of the Company's
common stock at $.75 per share as an inducement to enter into the settlement
agreement. The warrants were valued based upon the fair value method using the
Black-Scholes European model and were recorded as loan fees expense.

The Company did not make its required payment in February 2000 and in March 2000
entered into an amendment to the compromise settlement agreement and agreed to
place $200,000 in escrow for the remaining balance owed which was paid out
during the year ended December 31, 2000 in full settlement of the obligation.

Other Settlement
----------------
During 1999 a director of the Company filed a lawsuit alleging that certain
monies were due to him for prior salary by the Company. The Company filed a
cross-complaint in December 1999.

During December 2000 the Company reached a settlement and was required to pay
$107,750, of which $45,000 remained outstanding as of December 31, 2000, payable
in three equal monthly installments. The payments were made in 2001 in full
settlement of the obligation and dismissal of the litigation.

In March, 2000, a former director and entities controlled by him filed a lawsuit
against Dasibi alleging breach of contract and fraud surrounding both the
purchase and return of real property in the form of a training facility or
business property in Macau, China and certain service contracts between Dasibi
and the entities. During October 2001 a judgment was entered against Dasibi for
$130,000, of which $100,000 remains outstanding and has been accrued.

NOTE 8 - NOTES PAYABLE, CONVERTIBLE DEBT AND LONG-TERM DEBT

Notes payable consisted of the following at December 31, 2001:

Note payable to individuals; interest at
      11% per annum; principal and interest
      due June 2001; unsecured; effective
      rate of interest, which includes values
      ascribed to stock compensation granted
      and other loan fees is 21%                                     $  200,000
Notes payable to individuals; interest at
      12% per annum; principal and interest
      due June 2001; unsecured; effective
      rate of interest, which includes values
      ascribed to stock compensation granted
      and other loan fees is 21.3%                                      100,000
Notes payable; interest at 18% per annum;
      principal and interest due June 2002; unsecured;
      effective rate of interest, which includes
      values ascribed to stock compensation
      granted and other loan fees is 18%                                200,000

                                      F-14

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 8 - NOTES PAYABLE AND CONVERTIBLE DEBT (Continued)

Notes payable by Dasibi; interest at 12% per annum;
      principal and interest due February 2001;
      unsecured; due date verbally extended; effective
      rate of interest, which includes values ascribed
      to stock compensation granted and other loan
      fees is 18.6% (see Note 18)                                     1,120,000
Note payable by Dasibi; interest at 12% per annum; principal
      and interest due August 2001; unsecured;
      effective rate of interest, which includes
      values ascribed to stock compensation
      granted and other loan fees is 142.46% (see Note 18)              100,000
Demand note under Ex-Im Bank authorization at Wall
      Street Journal Prime rate + 3.0% per annum
      (8.75% at December 31, 2001); matures
      March 31, 2002; secured by customer line of
      credit; effective rate of interest, which
      includes values ascribed to stock compensation
      granted and other loan fees is 9.20%                              320,000
Notes payable interest at 10% per annum; principal
      and interest due June 2002; unsecured;
      effective rate of interest, which includes
      values ascribed to stock compensation
      granted and other loan fees is 16.67%                              75,000
                                                                    -----------

                                                                      2,115,000
                                                                    -----------
Convertible debt consisted of the following at December 31, 2001:

Convertible debenture; interest at 12% per annum
      due monthly; principal due June 2002;
      convertible at the lesser of 80% of the market
      price of the common stock on the date
      of conversion or 115% of the market price of
      the common stock on May 28, 1999; effective rate
      of interest, which includes values ascribed to
      stock compensation granted and other loan fees is 12%             400,000
Convertible debenture; interest at 12% per annum due
      monthly; principal due June 2002; convertible at the
      lesser of 85% of the market price of the common
      stock on the date of conversion or $2.00; effective
      rate of interest, which includes values ascribed to
      stock based compensation granted,
      and other loan fees is 29%                                        500,000
Convertible debenture; interest at 9% per annum due
      monthly; principal due July 2002; convertible at
      the lesser of 80% of the market price of the
      common stock on the date of conversion or $2.34;
      effective rate of interest, which includes
      values ascribed to stock based compensation
      granted, and other loan fees is 54.9%                             340,000
                                                                     ----------

                                                                      1,240,000
                                                                     ----------

                                                                     $3,355,000
                                                                     ==========

During 2000 the Company sold convertible debentures, which included beneficial
conversion features at rates less than market value. The convertible debentures
are convertible to common stock at rates ranging from 80% to 85% of the trading
price of the common stock on the date of conversion or prices ranging from $2.00
to $2.34, whichever is less. The Company recognized additional interest costs
related to the beneficial conversion features of $-0- and $179,250 during the
years ended December 31, 2001 and 2000, respectively.


                                      F-15
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 9 - INCOME TAXES

The components of deferred tax assets and (liabilities) is as follows:

                                                                      2001
                                                                  -------------

Total deferred tax assets                                         $   4,596,000
Less valuation allowance                                             (4,596,000)
                                                                  -------------
Net deferred tax asset                                            $
                                                                  =============


The provision (benefit) for income taxes consists of the following:
                                             2001                  2000
                                     -----------------     -----------------
Current                              $            --       $            --
Deferred                                     3,387,000              (728,000)
                                     -----------------     -----------------

                                     $       3,387,000     $        (728,000)
                                     =================     =================

The income tax provision (benefit) for the years ended December 31, 2001 and
2000 differs from the computed expected provision (benefit) at the federal
statutory rate for the following reasons:

<TABLE>
<CAPTION>

                                                                                  2001                  2000
                                                                          -----------------     -----------------
<S>                                                                       <C>
Computed expected income tax provision (benefit)                          $      (1,414,000)    $        (842,000)
Non-deductible meals and entertainment                                                  --                  6,000
Temporary differences for items deductible from (includible in)
taxable income in future years:
         Depreciation                                                                   --                  1,000
         Inventory valuation allowance                                              (33,000)               20,000
         Bad debt allowance                                                         (12,000)                1,000
         Other                                                                          --                  1,000
Estimated loss on discontinued operations                                           171,000                   --
Net operating loss carryforward increased                                         1,140,000               618,000
Stock-based expenses                                                                148,000               195,000
Increase (decrease) in valuation allowance                                        3,387,000              (728,000)
Discontinued operations                                                          (1,188,000)              303,000
                                                                          -----------------     -----------------

     Income tax provision (benefit)                                       $       2,199,000     $        (425,000)
                                                                          =================     =================

</TABLE>


                                      F-16

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 9 - INCOME TAXES (Continued)

The components of the deferred tax assets and (liabilities) as of December 31,
2001 were as follows:

Deferred tax assets:
Temporary differences:
     Allowance for doubtful accounts                               $      --
     Inventory valuation allowance                                        --
     Accrued expenses                                                    16,000
     Loss on previous joint venture investment with Logan                66,000
     Tax depreciation in excess of book depreciation                     (4,000)
     Net operating loss carryforward                                  4,637,000
     Valuation allowance                                             (4,715,000)
                                                                   ------------
     Net long-term deferred tax asset                              $      --
                                                                   ============


The components of the deferred tax (expense) benefit were as follows for the
years ended December 31, 2001 and 2000:
                                                         2001        2000
                                                      ---------     ----------
     Allowance for doubtful accounts                $  (14,000)    $    1,000
     Inventory valuation allowance                      (38,000)        23,000
     Accrued expenses                                     1,000            --
     Depreciation                                        (1,000)        (1,000)
     Increase in net operating loss carryforward      1,304,000        705,000
     Change in valuation allowance                   (2,263,000)           --
     Discontinued opertions                          (1,188,000)           --
                                                    -----------     ---------

                                                    $(2,199,000)    $  728,000
                                                    ===========     ==========

As of December 31, 2001 the Company has net operating loss carryforwards
available to offset future taxable income of approximately $11,590,000 expiring
in 2005 through 2021. Of this amount approximately $7,294,000 is attributable to
the Company and approximately $4,296,000 is attributable to Dasibi.

NOTE 10 - STOCKHOLDERS' EQUITY
------------------------------

Issuance of Common Stock

In February 2000 the Company issued 100,000 shares of common stock valued at
$187,500.

In March and September 2000 convertible debenture holders converted a total of
$100,000 to 50,000 shares of common stock.

In March 2000 warrants and options were exercised for $404,406 and the Company
issued 429,207 shares of common stock. As an incentive to exercise, the Company
granted the warrant and option holders additional warrants to purchase 429,207
shares of the Company's common stock, with exercise prices ranging from

                                      F-17

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

$3.10 to $4.00, expiring in 2003. The additional warrants have been valued at
$1,113,703 which was recorded as a reduction of the net proceeds generated from
the exercise of the warrants and options.

In April, November and December 2001 the Company issued a total of 274,500
shares of common stock as payment for services valued at $225,666, based upon
the market value of the Company's common stock on the date of issuance.

Preferred Stock
---------------
The Company is authorized to issue up to 20,000,000 shares of preferred stock,
$.01 par value per share in series to be designated by the Board of Directors.
The Series A Preferred Stock have voting rights but no dividend rights.

Consulting Agreement
--------------------
In January 2001 the Company entered into an agreement with Silverline Partners,
Inc., to provide consulting services to locate and form alliances with
well-financed, European companies with synergistic technologies. In January 2001
the Company issued 700,000 restricted shares of common stock valued at $700,000
based upon the price of the Company's common stock on the day of issuance to
Silverline Partners under the agreement. The Company recognized $700,000 in
expense during the year ended December 31, 2001.

Warrants and Options
--------------------
In January 2001 the Company issued 228,571 options to purchase common stock for
$0.875 per share, expiring in January 2004 and valued at $192,457 as a finder's
fee in connection with a proposed business combination. In estimating the above
expense, the Company used the Modified Black-Scholes European pricing model. The
average risk-free interest rate used was 4.73%, volatility was estimated at
103%, the expected life was three years.

In connection with debt financing during the year ended December 31, 2001, the
Company granted options to purchase 100,000 shares of common stock at $1.00 per
share and 100,000 shares of common stock at $.50 per share. Options issued with
the debt financing were valued using the fair market value using the
Black-Scholes model totaling $76,100.

In connection with debt financing during the year ended December 31, 2000, the
Company granted warrants to purchase 131,400 shares of common stock at $2.2875
per share, 100,000 shares of common stock at $2.25 per share, and 200,000 shares
of common stock at $4.50 per share valued at $640,705. In estimating the above
expense, the Company used the Modified Black-Scholes European pricing model. The
average risk-free interest rate used was 6.34%, volatility was estimated at
102%, the expected life was three years.

Employee Stock Option Plan
--------------------------
On June 29, 2000 the Company adopted the Employees' Stock Option Plan (the Plan)
which provides for the granting of options to officers, directors, employees and
consultants. 1,500,000 shares of common stock are reserved under the plan for

                                      F-18

<PAGE>




              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

the granting of options. The Plan was to be in effect until June 29, 2010,
unless extended by the Company's stockholders. The options are exercisable to
purchase stock for a period of ten years from the date of grant.

Incentive Stock Options granted pursuant to this Plan may not have an option
price that is less than the fair market value of the stock on the date the
option is granted. Incentive stock options granted to significant stockholders
shall have an option price of not less than 110% of the fair market value of the
stock on the date of the grant.

The Company granted options to employees to purchase 840,000 shares of the
Company's common stock exercisable at $2.00 per share on June 29, 2000. (See
Note 11). The options were immediately exercised and an Employee Stock Plan
Receivable was recorded. Employees made payments through payroll deductions.

In October 2001 the Plan was terminated and the Company returned all funds
received through applicable payroll deductions to employees and the 840,000
shares were returned to the Company and retired.

The following table summarizes the activity of options and warrants for the two
years ended December 31, 2001:
<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                                     Average
                                                     Number of                      Exercise        Exercise
                                             Options           Warrants              Price           Amount
                                             -------           --------              -----           ------

<S>                                        <C>                   <C>               <C>            <C>
Outstanding, December 31, 1999              896,500               651,331           $   2.03       $ 3,253,595

Exercised                                  (871,875)             (397,332)              1.64        (2,084,405)
Granted                                   1,003,000               980,607               2.79         5,526,903
Expired                                    (410,000)                 --                 3.43        (1,405,000)
                                        -----------           -----------                          -----------

Outstanding, December 31, 2000              617,625             1,234,606               2.86         5,291,093

Exercised                                      --                    --              --                   --
Granted                                   1,378,571                  --                  .40           546,142
Expired                                    (109,375)              (25,000)              1.85          (248,063)
                                        -----------           -----------                          -----------

Outstanding, December 31, 2001            1,886,821             1,209,606           $   1.81       $ 5,589,172
                                        ===========           ===========                          ===========

</TABLE>


                                                             F-19
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 11 - STOCK-BASED COMPENSATION

The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". The standard requires the Company to adopt the "fair value"
method with respect to stock-based compensation of consultants and other
non-employees, which resulted in charges to operations of $192,457 and $522,593
during the years ended December 31, 2001 and 2000, respectively. The Company
also had stock-based compensation which was recorded as capitalized loan fees of
$-0- and $347,444 during the years ended December 31, 2001 and December 31,
2000, respectively.

In September 2001 the Company granted 1,150,000 stock options to an employee,
exercisable at $.30 and expiring in 2004. During the year ended December 31,
2000, 840,000 employee options were granted . The options were immediately
exercised, and, therefore, had no value. Had the Company adopted the fair value
method with respect to options issued to employees as well, there would be no
additional charges to operations in 2001 and 2000.

The Company did not adopt the fair value method with respect to employee stock
options; the Company continues to account for these under the "intrinsic value"
method. Had the Company adopted the fair value method with respect to options
issued to employees as well, an additional $220,800 would have been charged to
income in 2001, proforma net loss would have been $7,547,835 and net loss per
share would have been $1.27 on the basic and diluted basis. In estimating the
above expenses, the Company used the Modified Black-Scholes European pricing
model. The average risk-free interest rate used was 6.25%, volatility was
estimated at 98%, the expected life was three years.

NOTE 12 - EARNINGS PER SHARE
<TABLE>
<CAPTION>

                                                              For the Year Ended December 31, 2001
                                                      ------------------------------------------------------
                                                                                                      Per
                                                        (Loss)                    Shares              Share
                                                      (Numerator)             (Denominator)           Amount
                                                      -----------             -------------           ------

<S>                                                   <C>                     <C>                    <C>
Basic EPS
     (Loss) available to common stockholders          $(7,427,035)              5,924,222            $  (1.25)

Effect of Dilutive Securities
     Convertible debt, options and warrants                  --                      --                  --
                                                      -----------             -----------            --------

Diluted EPS
     (Loss) available to common stockholders
      including assumed conversions                   $(7,427,035)              5,924,222            $  (1.25)
                                                      ===========             ===========            ========



                                      F-20

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 12 - EARNINGS PER SHARE (Continued)

As of December 31, 2001, there were 1,946,427 warrants and options outstanding
which were not included in the diluted earnings per share because their effect
was anti-dilutive for the period presented.

                                                                  For the Year Ended December 31, 2000
                                                         -----------------------------------------------------
                                                                                                        Per
                                                          (Loss)                  Shares                Share
                                                         (Numerator)           (Denominator)            Amount
                                                         -----------           -------------            ------
Basic EPS
     (Loss) available to common stockholders            $(1,856,018)              4,540,847            $  (.41)

Effect of Dilutive Securities
     Convertible debt, options and warrants                    --                      --               --
                                                        -----------             -----------            -------

Diluted EPS
     (Loss) available to common stockholders
       including assumed conversions                    $(1,856,018)              4,540,847            $  (.41)
                                                        ===========             ===========            =======

</TABLE>


As of December 31, 2000, there were 1,852,231 warrants and options outstanding
which were not included in the diluted earnings per share because their effect
was anti-dilutive for the period presented.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Operating Leases
----------------
The Company leases its facilities under long-term non-cancelable operating
leases. The lease terms provide for increases in future minimum rental payments
based on the Consumer Price Index, and an option to purchase during the lease
term. The Company assigned the lease to Dasibi in March 2002 (see Note 18).
Future minimum lease commitments as of December 31, 2001 are as follows:

       Year Ended                 Total
      December 31,              Commitments
      ------------           -------------------

          2002               $           291,000
          2003                           291,000
          2004                           145,000
                             -------------------

          Total              $           727,000
                             ===================


                                      F-21

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)
Total rentals under all operating leases charged against income amounted to
$349,681 and $424,785 for the years ended December 31, 2001 and 2000,
respectively.


The Company was in default under the terms of the facilities lease at December
31, 2001 for nonpayment of rent. As of March 22, 2002 this situation was not
remedied.

Employment Agreements
---------------------
The Company was obligated to make certain minimum salary payments to the Chief
Executive Officer and other employee/directors. These agreements were terminated
during 2001.

Litigation
----------
The Company is a party to a number of lawsuits arising in the normal course of
business. In the opinion of management, the resolution of these matters will not
have a material adverse effect on the Company's operations, cash flows or
financial position.

NOTE 14 - RELATED PARTY TRANSACTIONS

The Company advanced $203,937 to the former stockholders of Dasibi China. The
receivable was secured by equipment and was non-interest bearing. During 2001
the receivable was deemed uncollectible and was written off.

NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION

No cash was paid for income taxes during the years ended December 31, 2001 or
2000. Cash paid for interest was $77,734 and $174,880 during the years ended
December 31, 2001 and 2000, respectively.

NOTE 16 - CONCENTRATION OF CREDIT RISK

Concentrations of credit risk with respect to trade receivables exist due to
large balances with a few customers. At December 31, 2001, the accounts
receivable balance from two significant customers was $182,731, or 71% of the
total accounts receivable balance. Ongoing credit evaluations of customers'
financial conditions are performed and generally no collateral is required. The
Company maintains reserves for potential credit losses, and such losses in the
aggregate have not exceeded management's expectations. Customers are located
throughout the world.

The Company maintains all cash in bank accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in such
accounts.


                                      F-22

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 17 - FOREIGN SALES

The following table sets forth certain information regarding the Company's
foreign sales for the last two fiscal years:

                                                      Year Ended December 31,
                                                  ------------------------------
                                                     2001             2000
                                                  -------------    -------------
Aggregate sales to unaffiliated
 foreign customers were approximately:

Europe and The United Kingdom                     $     275,000    $     341,000
Asia and Pacific Rim                              $   1,254,000    $   1,438,000
Latin America and Other                           $      -         $     157,000

NOTE 18 - DISCONTINUED OPERATIONS

The Company has reported the operations of Dasibi as discontinued operations
effective October 1, 2001, the measurement date. The Company sold Dasibi on
March 18, 2002 and closed on March 25, 2002. Dasibi had assets of approximately
$967,000 and liabilities of approximately $2,072,000 as of December 31, 2001 and
a loss from operations from October 1, 2001 to December 31, 2001 of
approximately $1,107,708.

Spin Off
--------
In October 2001 the Company entered into a plan to spin-off its wholly owned
subsidiary, Dasibi Environmental Corporation to the stockholders of the Company
and to retain a 15% interest in Dasibi. Subsequent to the adoption of the plan,
in February 2002, it was determined that the plan would not have met certain
California and Securities and Exchange Commission of the United States'
regulations for spin-offs without unreasonable effort or expense. The Company
cancelled the spin-off transaction and sold Dasibi to an individual. The Board
of directors concluded that it was in the Company's and its stockholders'
best interests to terminate the plan to spin-off.

Sale of Subsidiaries
--------------------
In March 2002 the Company entered into an agreement to sell Dasibi to one of its
note holders in exchange for the forgiveness of $1,500,000 of debt, including
$1,220,000 which was outstanding at December 31, 2001. The purchaser assumed all
liabilities of Dasibi as of the date of the agreement. The Company retained
ownership of the inventory of Dasibi without limitation. The Company has granted
options to the purchaser of the subsidiaries to purchase the Company's common
stock as follows; 50,000 at $0.25 per share, 100,000 at $0.50 per share, 528,571
at $0.875 per share, 100,000 at $1.00 per share and 21,875 at $3.10 per share.
The options are vested immediately and expire in March 2005. The options are


                                      F-23

<PAGE>




              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                 ----------------------------------------------


NOTE 19 - SUBSEQUENT EVENTS (Continued)

valued at the fair market value of $160,993 on the date of grant utilizing the
Modified Black-Scholes European pricing model. The average risk-free interest
rate used was 4.73%, volatility was estimated at 99.86%, the expected life was
three years.

The Company was granted a non-exclusive license for all products, software,
technologies and other intellectual property (including the use of the name
Dasibi and Dasibi Environmental Corp.) of Dasibi throughout the world with the
exception of the Peoples Republic of China. The license agreement does not
expire.

Certain information with respect to discontinued operations of Dasibi is as
follows:

<TABLE>
<CAPTION>


                                                                     2001
                                                              ------------------
<S>                                                           <C>
Current assets, primarily accounts receivable                 $          415,500
Non-current assets, primarily investment in joint venture                551,500
                                                              ------------------

            Total Assets                                      $          967,000
                                                              ==================


Current liabilities, primarily notes payable                  $        2,047,800
Non-current liabilities, primarily deferred rent                          24,200
                                                              ------------------

            Total Liabilities                                 $        2,072,000
                                                              ==================

Net Liabilities of Dasibi                                     $        1,105,000
                                                              ==================


                                                                     2001                  2000
                                                              ------------------    -----------------

Net sales                                                     $        2,393,681    $        3,636,622
Cost of sales                                                          1,897,795             2,363,340
                                                              ------------------    ------------------

Gross profit                                                             495,886             1,273,282
                                                              ------------------    ------------------

Operating expenses                                                     1,968,261             2,236,624
                                                              ------------------    ------------------

(Loss) before income tax expense (benefit)                            (1,472,375)             (963,342)
Income tax expense (benefit)                                           1,188,000              (303,000)
                                                              ------------------    ------------------

(Loss) from discontinued operations                           $       (2,660,375)   $         (660,342)
                                                              ==================    ==================

</TABLE>


                                      F-24

<PAGE>


                                  Exhibit Index



Item
Number                              Description
------                              -----------


3.1            Articles of Incorporation of A. E. Gosselin Engineering, Inc.
               (now "PRCC") (incorporated herein by reference to Exhibit 3(a) to
               the Amendment No. 1 to the Registration Statement on Form 10 of
               Dasibi Environmental Corporation (now "Pollution Research and
               Control Corp." or "PRCC")).

3.2            Certificate of Amendment of Articles of Incorporation of A. E.
               Gosselin Engineering, Inc. (now "PRCC") (incorporated herein by
               reference to Exhibit 3(a) to the Amendment No. 1 to the
               Registration Statement on Form 10 of Dasibi Environmental
               Corporation (now "PRCC")).

3.3            Certificate of Amendment of Articles of Incorporation of Dasibi
               Environmental Corp. (now "PRCC") (incorporated herein by
               reference to Exhibit 3(a) to the Amendment No. 1 to the
               Registration Statement on Form 10 of Dasibi Environmental
               Corporation (now "PRCC")).

3.4            Amended and Restated Bylaws of PRCC.*

4.1            Form of Warrant Agreement (incorporated herein by reference to
               Exhibit 4.1 to the Registration Statement on Form S-1 (File No.
               33-26558) of PRCC dated January 17, 1989).

4.2            Form of Unit Purchase Warrant (incorporated herein by reference
               to Exhibit 4.2 to the Registration Statement on Form S-1 (File
               No. 33-26558) of PRCC dated January 17, 1989).

4.3            Form of Stock Purchase Warrant (incorporated herein by reference
               to Exhibit 4.3 to the Registration Statement on Form S-1 (File
               No. 33-26558) of PRCC dated January 17, 1989).





                                      E-1

<PAGE>


10.1           Warrant to Purchase 7,500 shares of Common Stock issued to Frost
               & Company P.S. on February 10, 1987 (incorporated herein by
               reference to Exhibit 10.2 to the Registration Statement on Form
               S-1 (File No. 33-26558) of PRCC dated January 17, 1989).

10.2           Employees' Incentive Stock Option Plan (incorporated herein by
               reference to Exhibit 10.4 to the Registration Statement on Form
               S-1 (File No. 33-26558) of PRCC dated January 17, 1989).

10.3           Stock Option Agreement dated May 28, 1991, between PRCC and Lee
               Sion (incorporated herein by reference to Exhibit 10.14 to the
               Transition Report on Form 10-K for the transition period ended
               June 30, 1991).

10.4           Stock Option Agreement dated May 28, 1991, between PRCC and
               Albert E. Gosselin, Jr. (incorporated herein by reference to
               Exhibit 10.15 to the Transition Report on Form 10-K for the
               transition period ended June 30, 1991).

10.5           Stock Option Agreement dated May 28, 1991, between PRCC and Gary
               Dudley (incorporated herein by reference to Exhibit 10.13 to the
               Transition Report on Form 10-K for the transition period ended
               June 30, 1991).

10.6           Agreement dated November 1, 1991, between PRCC and KVB, Inc.
               (incorporated herein by reference to Exhibit 10.1 to the
               Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 30, 1991).

10.7           Purchase Agreement dated as of December 2, 1991, between PRCC and
               CSC Industries, Inc. and affiliated companies Pension Plans Trust
               (incorporated herein by reference to Exhibit 10.7 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of PRCC dated December 23, 1991).

10.8           Warrant dated as of December 2, 1991, issued to CSC Industries,
               Inc. and affiliated companies Pension Plans Trust (incorporated
               herein by reference to Exhibit 10.8 to the Amendment No. 1 to the
               Registration Statement on Form S-1 (File No. 33-43124) of PRCC
               dated December 23, 1991).

10.9           Purchase Agreement dated as of December 9, 1991, between PRCC and
               Richard M. Molinsky (incorporated herein by reference to Exhibit
               10.9 to the Amendment No. 1 to the Registration Statement on Form
               S-1 (File No. 33-43124) of PRCC dated December 23, 1991).

10.10          Warrant dated as of December 9, 1991, issued to Richard M.
               Molinsky (incorporated herein by reference to Exhibit 10.10 to
               the Amendment No. 1 to the Registration Statement on Form S-1
               (File No. 33-43124) of PRCC dated December 23, 1991).

10.11          Purchase Agreement dated as of December 11, 1991, between PRCC
               and Global Environment Fund (incorporated herein by reference to
               Exhibit 10.11 to the Amendment No. 1 to the Registration
               Statement on Form S-1 (File No. 33-43124) of PRCC dated December
               23, 1991).

                                      E-2

<PAGE>


10.12          Warrant dated as of December 11, 1991, issued to Global
               Environment Fund (incorporated herein by reference to Exhibit
               10.7 to the Amendment No. 1 to the Registration Statement on Form
               S-1 (File No. 33-43124) of PRCC dated December 23, 1991).

10.13          Purchase Agreement dated as of December 13, 1991, between PRCC
               and Robert A. Tantleff (incorporated herein by reference to
               Exhibit 10.13 to the Amendment No. 1 to the Registration
               Statement on Form S-1 (File No. 33-43124) of PRCC dated December
               23, 1991).

10.14          Warrant dated as of December 2, 1991, issued to Robert A.
               Tantleff (incorporated herein by reference to Exhibit 10.14 to
               the Amendment No. 1 to the Registration Statement on form S-1
               (File No. 33-43124) of PRCC dated December 23, 1991).

10.15          Purchase Agreement dated as of December 16, 1991, between PRCC
               and Stanley Baker (incorporated herein by reference to Exhibit
               10.15 to the Amendment No. 1 to the Registration Statement on
               Form S-1 (File No. 33-43124) of PRCC dated December 23, 1991).

10.16          Warrant dated as of December 16, 1991, issued to Stanley Baker
               (incorporated herein by reference to Exhibit 10.15 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of PRCC dated December 23, 1991).

10.17          Purchase Agreement dated as of December 16, 1991, between PRCC
               and Bruce Lynch (incorporated herein by reference to Exhibit
               10.17 to the Amendment No. 1 to the Registration Statement on
               Form S-1 (File No. 33-43124) of PRCC dated December 23, 1991).

10.18          Warrant dated as of December 16, 1991, issued to Bruce Lynch
               (incorporated herein by reference to Exhibit 10.18 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of PRCC dated December 23, 1991).

10.19          Purchase Agreement dated as of December 16, 1991, between PRCC
               and John Kilmartin (incorporated herein by reference to Exhibit
               10.19 to the Amendment No. 1 to the Registration Statement on
               Form S-1 (File No. 33-43124) of PRCC dated December 23, 1991).

10.20          Warrant dated as of December 16, 1991, issued to John Kilmartin
               (incorporated herein by reference to Exhibit 10.20 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of PRCC dated December 23, 1991).

10.21          Consulting Agreement dated January 3, 1992, between PRCC and
               Total Software, Inc. (incorporated herein by reference to Exhibit
               10.24 to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992).

                                      E-3

<PAGE>


10.22          Option Agreement dated January 3, 1992, between PRCC and Total
               Software, Inc. (incorporated herein by reference to Exhibit 10.25
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992).

10.23          Option Agreement dated March 11, 1992, between PRCC and Total
               Software, Inc. (incorporated herein by reference to Exhibit 10.26
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992).

10.24          Agreement dated March 5, 1992, between PRCC and Lee Sion
               (incorporated herein by reference to Exhibit 10.27 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1991).

10.25          Option Agreement dated June 22, 1992, between PRCC and Total
               Software, Inc. (incorporated herein by reference to Exhibit 10.28
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992).

10.26          Option Agreement dated June 22, 1992, between PRCC and Total
               Software, Inc. (incorporated herein by reference to Exhibit 10.29
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992).

10.27          Agreement, and Bill of Sale dated February 18, 1994, between PRCC
               and General Monitors, Inc. (incorporated herein by reference to
               Exhibit 10.32 to the Annual Report on Form 10KSB for the fiscal
               year ended December 31, 1994).

10.28          Stipulation of Settlement dated February 1994, between PRCC and
               Diversified Research Partners Limited Partnership (incorporated
               herein by reference to Exhibit 10.33 to the Annual Report on Form
               10KSB for the fiscal year ended December 31, 1994).

10.29          Requirements Contract dated March 10, 1994, between PRCC and
               Logan Research, Ltd. (incorporated herein by reference to Exhibit
               10.34 to the Annual Report on Form 10KSB for the fiscal year
               ended December 31, 1994).

10.30          Final Judgment of Permanent Injunction and Other Relief as to
               PRCC dated July 7, 1994 in Case Number 1.94CV01425, the
               Securities and Exchange Commission v. PRCC, Albert E. Gosselin
               and Cynthia Gosselin (incorporated herein by reference to Exhibit
               10.38 to the Annual Report on Form 10KSB for the fiscal year
               ended December 31, 1994).

10.31          Final Judgment of Permanent Injunction and Other Relief as to
               PRCC dated July 13, 1994 in Case Number 1.94CV01425, the
               Securities and Exchange Commission v. PRCC, Albert E. Gosselin
               and Cynthia Gosselin (incorporated herein by reference to Exhibit
               10.39 to the Annual Report on Form 10KSB for the fiscal year
               ended December 31, 1994).

10.32          Consent of Albert E. Gosselin dated June 7, 1994, in Case Number
               1.94CV0125, the Securities and Exchange Commission v. PRCC,
               Albert E. Gosselin and Cynthia Gosselin (incorporated herein by
               reference to Exhibit 10.40 to the Annual Report on form 10-KSB
               for the fiscal year ended December 31, 1994).

                                      E-4

<PAGE>


10.33          Warrant to purchase 40,000 shares of Common Stock of PRCC dated
               January 22, 1990, issued to Marty Williams (incorporated herein
               by reference to Exhibit 4.9 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.34          Amendment to Warrant to purchase shares of Common Stock of PRCC
               dated January 22, 1990, issued to Marty Williams (incorporated
               herein by reference to Exhibit 4.9 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of PRCC dated June 7,
               1995).

10.35          Warrant to purchase 202,500 shares of Common Stock of PRCC dated
               December 2, 1991, issued to CSC Industries, Inc. and affiliated
               companies (incorporated herein by reference to Exhibit 4.11 to
               the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated June 7, 1995).

10.36          Amendment Warrant to purchase Common Stock of PRCC of CSC
               Industries, Inc. and affiliated companies Pension Plans Trust
               dated effective June 6, 1994 (incorporated herein by reference to
               Exhibit 4.12 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.37          Warrant to purchase 67,500 shares of Common Stock of PRCC dated
               December 8, 1991, issued to Richard M. Molinsky (incorporated
               herein by reference to Exhibit 4.13 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of PRCC dated June 7,
               1995).

10.38          Amendment Warrant to purchase Common Stock of PRCC of Richard M.
               Molinsky dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.14 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.39          Warrant to purchase 135,000 shares of Common Stock of PRCC dated
               December 11, 1991, issued to Kingsley & Co. (formerly Global
               Environment Fund) (incorporated herein by reference to Exhibit
               4.15 to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated June 7, 1995).

10.40          Amendment Warrant to purchase Common Stock of PRCC of Kingsley &
               Co. (formerly Global Environment Fund) dated effective June 6,
               1994 (incorporated herein by reference to Exhibit 4.16 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               PRCC dated June 7, 1995).

10.41          Warrant to purchase 67,500 shares of Common Stock of PRCC dated
               December 13, 1991, issued to A. Robert Tantleff (incorporated
               herein by reference to Exhibit 4.17 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of PRCC dated June 7,
               1995).

                                      E-5

<PAGE>


10.42          Amendment to Warrant to purchase Common Stock of PRCC of A.
               Robert Tantleff dated effective June 6, 1994 (incorporated herein
               by reference to Exhibit 4.18 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.43           Warrant to purchase 101,250 shares of Common Stock of PRCC dated
               December 16, 1991, issued to Stanley Becker (incorporated herein
               by reference to Exhibit 4.19 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.44          Amendment to Warrant to purchase Common Stock of PRCC of Stanley
               Becker dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.20 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.45          Warrant to purchase 27,000 shares of Common Stock of PRCC dated
               December 16, 1991, issued to John Kilmartin (incorporated herein
               by reference to Exhibit 4.21 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.46          Amendment to Warrant to purchase Common Stock of PRCC of John
               Kilmartin dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.22 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.47          Warrant to purchase 74,250 shares of Common Stock of PRCC dated
               December 16, 1991, issued to Bruce Lynch (incorporated herein by
               reference to Exhibit 4.23 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.48          Amendment to Warrant to purchase Common Stock of PRCC of Bruce
               Lynch dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.24 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.49          Warrant to purchase 25,000 shares of Common Stock of PRCC of
               Michael Young dated May 24, 1991 (incorporated herein by
               reference to Exhibit 4.25 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.50          Amendment to Warrant to purchase Common Stock of PRCC of Michael
               Young dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.26 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.51          Warrant to purchase 12,000 shares of Common Stock of PRCC dated
               December 16, 1991, issued to Kennedy Capital Management
               (incorporated herein by reference to Exhibit 4.27 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               PRCC dated June 7, 1995).

                                      E-6

<PAGE>


10.52          Amendment to Warrant to purchase Common Stock of PRCC of Kennedy
               Capital Management dated effective June 6, 1994 (incorporated
               herein by reference to Exhibit 4.28 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of PRCC dated June 7,
               1995).

10.53          PRCC Common Stock Purchase Warrant for the purchase of 60,000
               shares of the Equity Group Inc. dated August 31, 1993
               (incorporated herein by reference to Exhibit 4.29 to the
               Registration Statement on form S-3 (Registration No. 33-60035) of
               PRCC dated June 7, 1995).

10.54          Warrant to purchase 7,500 shares of Common Stock of PRCC dated
               November 8, 1993, issued to Stanley Becker (incorporated herein
               by reference to Exhibit 4.30 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.55          Amendment to Warrant to purchase Common Stock of PRCC of Stanley
               Becker dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.31 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.56          Warrant to Purchase 5,500 Shares of Common Stock of PRCC of Bruce
               Lynch dated November 8, 1993 (incorporated herein by reference to
               Exhibit 4.32 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.57          Amendment to Warrant to Purchase Common Stock of PRCC of Bruce
               Lynch dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.33 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.58          Warrant to purchase 7,500 shares of Common Stock of PRCC dated
               November 8, 1993 , issued to Robert Tantleff (incorporated herein
               by reference to Exhibit 4.34 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.59          Amendment to Warrant to purchase Common Stock of PRCC of Robert
               Tantleff dated effective June 6, 1994 (incorporated herein by
               reference to Exhibit 4.35 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.60          Warrant to Purchase 5,000 Shares of Common Stock of PRCC of
               Edward G. Lowell dated November 8, 1995 (incorporated herein by
               reference to Exhibit 4.36 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June 7, 1995).

                                      E-7

<PAGE>


10.61          Option to Purchase 25,500 Shares of Common Stock of PRCC of Randy
               Foy dated July 4, 1994. (incorporated herein by reference to
               Exhibit 4.37 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated June 7, 1995).

10.62          Amendment to Warrant to purchase Common Stock of PRCC of Frost
               and Company P.S dated effective February 9, 1992 (incorporated
               herein by reference to Exhibit 4.38 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of PRCC dated June 7,
               1995).

10.63          Amendment to Warrant to purchase Common Stock of PRCC of Kial,
               Ltd. dated effective January 9, 1992 (incorporated herein by
               reference to Exhibit 4.39 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of PRCC dated June.

10.64          Option to Purchase 40,000 Shares of Common Stock of PRCC of
               Albert E. Gosselin, Jr. dated as of June 29, 1995 (incorporated
               herein by reference to Exhibit 4.40 to the Post-Effective
               Amendment No. 1 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated January 17, 1996).

10.65          Option to Purchase 20,000 Shares of Common Stock of PRCC of Cindy
               Gosselin dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.41 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

10.66          Option to Purchase 20,000 Shares of Common Stock of PRCC of
               Barbara L. Gosselin dated as of June 29, 1995 (incorporated
               herein by reference to Exhibit 4.42 to the Post-Effective
               Amendment No. 1 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated January 17, 1996).

10.67          Option to Purchase 20,000 Shares of Common Stock of PRCC of Gary
               Dudley dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.43 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

10.68          Option to Purchase 20,000 Shares of Common Stock of PRCC of
               Marcia Smith dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.44 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

10.69          Option to Purchase 20,000 Shares of Common Stock of PRCC of Craig
               E. Gosselin dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.45 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

10.70          Option to Purchase 20,000 Shares of Common Stock of PRCC of Keith
               Gosselin dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.46 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

                                      E-8

<PAGE>


10.71          Option to Purchase 10,000 Shares of Common Stock of PRCC of Mike
               Chu dated as of June 29, 1995 (incorporated herein by reference
               to Exhibit 4.47 to the Post-Effective Amendment No. 1 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               PRCC dated January 17, 1996).

10.72          Option to Purchase 10,000 Shares of Common Stock of PRCC of
               Kimberly Chu dated as of June 29, 1995 (incorporated herein by
               reference to Exhibit 4.48 to the Post-Effective Amendment No. 1
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of PRCC dated January 17, 1996).

10.73          Option to Purchase 5,000 Shares of Common Stock of PRCC of Tolly
               Smith dated as of June 29, 1995 (incorporated herein by reference
               to Exhibit 4.49 to the Post-Effective Amendment No. 1 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               PRCC dated January 17, 1996).

10.74          Option to Purchase 25,000 Shares of Common Stock of PRCC of dated
               as of June 29, 1995 (incorporated herein by reference to Exhibit
               4.50 to the Post-Effective Amendment No. 1 to the Registration
               Statement on Form S-3 (Registration No. 33-60035) of PRCC dated
               January 17, 1996).

10.75          Option to Purchase 200,000 Shares of Common Stock of PRCC of J.
               Paul Consulting Group dated as of July 18, 1995 (incorporated
               herein by reference to Exhibit 4.51 to the Post-Effective
               Amendment No. 1 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of PRCC dated January 17, 1996).

10.76          9% Debenture due June 28, 2006, in the face amount of $285,714.29
               bearing interest quarterly commencing June 30, 1998.
               (incorporated herein by reference to Exhibit 10.90 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1996).

10.77          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Phil Huss dated as of April 1, 1996 between PRCC and Phil Huss
               (incorporated herein by reference to Exhibit 4.11 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               PRCC dated October 15, 1996).

10.78          Consulting Agreement dated as of May 30, 1996, between PRCC and
               Liviakis Financial Communications, Inc. (incorporated herein by
               reference to Exhibit 4.12 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.79          Non-Qualified Stock Option Agreement dated as of May 30, 1996,
               between PRCC and Liviakis Financial Communications, Inc.
               (incorporated herein by reference to Exhibit 4.13 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               PRCC dated October 15, 1996).

                                      E-9

<PAGE>


10.80          Non-Qualified Stock Option Agreement dated as of May 30, 1996,
               between PRCC and Robert B. Prag. (incorporated herein by
               reference to Exhibit 4.14 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.81          Amendment to Non-Qualified Stock Option Agreement dated July 31,
               1996, between PRCC and Liviakis Financial Communications, Inc.
               (incorporated herein by reference to Exhibit 4.15 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               PRCC dated October 15, 1996).

10.82          Amendment to Non-Qualified Stock Option Agreement dated July 31,
               1996, between PRCC and Robert Prag (incorporated herein by
               reference to Exhibit 4.16 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.83          Amendment to Consulting Agreement dated as of May 30, 1996,
               between PRCC and Liviakis Financial Communications, Inc. dated
               July 31, 1996 (incorporated herein by reference to Exhibit 4.17
               to the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.84          Option to Purchase 55,000 Shares of Common Stock of PRCC issued
               to Aubrey Hornsby. Option Agreement dated as of May 31, 1996
               between PRCC and Aubreu Hornsby (incorporated herein by reference
               to Exhibit 10.99 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1996).

10.85          Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Ernestine Taylor. Option Agreement dated as of May 31, 1996
               between PRCC and Ernestine Taylor (incorporated herein by
               reference to Exhibit 10.100 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.86          Option to Purchase 30,000 Shares of Common Stock of PRCC issued
               to Debbie Kendrick. Option Agreement dated as of May 31, 1996
               between PRCC and Debbie Kendrick (incorporated herein by
               reference to Exhibit 10.101 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.87          Option to Purchase 25,000 Shares of Common Stock of PRCC issued
               to Roland Fink. Option Agreement dated as of May 31, 1996 between
               PRCC and Roland Fink (incorporated herein by reference to Exhibit
               10.102 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996).

10.88          Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Charles Conner. Option Agreement dated as of May 31, 1996
               between PRCC and Charles Conner (incorporated herein by reference
               to Exhibit 10.103 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.89          Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Patricia Cudd. Option Agreement dated as of May 31, 1996
               between PRCC and Patricia Cudd (incorporated herein by reference
               to Exhibit 10.104 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

                                      E-10

<PAGE>


10.90          Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Jeffrey Harkey. Option Agreement dated as of May 31, 1996
               between PRCC and Jeffrey Harkey (incorporated herein by reference
               to Exhibit 10.105 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.91          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to James Bowers. Option Agreement dated as of May 31, 1996
               between PRCC and James Bowers (incorporated herein by reference
               to Exhibit 10.106 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.92          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Michael Jones. Option Agreement dated as of May 31, 1996
               between PRCC and Michael Jones (incorporated herein by reference
               to Exhibit 10.107 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.93          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Charles McQuaig. Option Agreement dated as of May 31, 1996
               between PRCC and Charles McQuaig (incorporated herein by
               reference to Exhibit 10.108 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.94          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Daniel Patanjo. Option Agreement dated as of May 31, 1996
               between PRCC and Daniel Patanjo (incorporated herein by reference
               to Exhibit 10.109 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.95          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Karen Perry. Option Agreement dated as of May 31, 1996 between
               PRCC and Karen Perry (incorporated herein by reference to Exhibit
               10.110 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996).

10.96          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Ricky Sonnier. Option Agreement dated as of May 31, 1996
               between PRCC and Ricky Sonnier (incorporated herein by reference
               to Exhibit 10.111 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.97          Option to Purchase 10,000 Shares of Common Stock of PRCC issued
               to Victor Valerio. Option Agreement dated as of May 31, 1996
               between PRCC and Victor Valerio (incorporated herein by reference
               to Exhibit 10.112 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.98          Option to Purchase 5,000 Shares of Common Stock of PRCC issued to
               Spencer Abrams. Option Agreement dated as of May 31, 1996 between
               PRCC and Spencer Abrams (incorporated herein by reference to
               Exhibit 10.113 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1996).

                                      E-11

<PAGE>


10.99          Option to Purchase 5,000 Shares of Common Stock of PRCC issued to
               Dan Busby. Option Agreement dated as of May 31, 1996 between PRCC
               and Dan Busby (incorporated herein by reference to Exhibit 10.114
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996).

10.100         Option to Purchase 5,000 Shares of Common Stock of PRCC issued to
               Frank Getautas. Option Agreement dated as of May 31, 1996 between
               PRCC and Frank Getautas (incorporated herein by reference to
               Exhibit 10.115 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1996).

10.101         Option to Purchase 5,000 Shares of Common Stock of PRCC issued to
               Mitzi Narramore. Option Agreement dated as of May 31, 1996
               between PRCC and Mitzi Narramore (incorporated herein by
               reference to Exhibit 10.116 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.102         Option to Purchase 300,000 Shares of Common Stock of PRCC issued
               to Ron Logan-Sinclair. Option Agreement dated as of June 1, 1996
               between PRCC and Ron Logan-Sinclair (incorporated herein by
               reference to Exhibit 10.117 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.103         Option to Purchase 123,000 Shares of Common Stock of PRCC issued
               to Albert E. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Albert E. Gosselin (incorporated herein by
               reference to Exhibit 10.118 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.104         Option to Purchase 120,000 Shares of Common Stock of PRCC issued
               to Albert E. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Albert E. Gosselin (incorporated herein by
               reference to Exhibit 4.19 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.105         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Gary L. Dudley. Option Agreement dated as of June 1, 1996
               between PRCC and Gary L. Dudley (incorporated herein by reference
               to Exhibit 4.20 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.106         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Gary L. Dudley. Option Agreement dated as of June 1, 1996
               between PRCC and Gary L. Dudley (incorporated herein by reference
               to Exhibit 10.121 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.107         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Craig E. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Craig E. Gosselin (incorporated herein by
               reference to Exhibit 4.21 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

                                      E-12

<PAGE>


10.108         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Craig E. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Craig E. Gosselin (incorporated herein by
               reference to Exhibit 10.123 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.109         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Cynthia L. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Cynthia L. Gosselin (incorporated herein by
               reference to Exhibit 4.22 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.110         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Cynthia L. Gosselin. Option Agreement dated as of June 1, 1996
               between PRCC and Cynthia L. Gosselin (incorporated herein by
               reference to Exhibit 10.125 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

10.111         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Marcia Smith. Option Agreement dated as of June 1, 1996
               between PRCC and Marcia Smith (incorporated herein by reference
               to Exhibit 4.23 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.112         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Marcia Smith. Option Agreement dated as of June 1, 1996
               between PRCC and Marcia Smith (incorporated herein by reference
               to Exhibit 10.127 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.113         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Margaret Jones. Option Agreement dated as of June 1, 1996
               between PRCC and Margaret Jones (incorporated herein by reference
               to Exhibit 4.24 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.114         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Margaret Jones. Option Agreement dated as of June 1, 1996
               between PRCC and Margaret Jones (incorporated herein by reference
               to Exhibit 10.129 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

10.115         Option to Purchase 37,500 Shares of Common Stock of PRCC issued
               to Lee Sion. Option Agreement dated as of June 1, 1996 between
               PRCC and Lee Sion (incorporated herein by reference to Exhibit
               10.130 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996).

10.116         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Patricia Cudd. Option Agreement dated as of June 1, 1996
               between PRCC and Patricia Cudd (incorporated herein by reference
               to Exhibit 10.131 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996).

                                      E-13

<PAGE>


10.117         Option to Purchase 20,000 Shares of Common Stock of PRCC issued
               to Roland Fink. Option Agreement dated as of June 1, 1996 between
               PRCC and Roland Fink (incorporated herein by reference to Exhibit
               10.132 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996).

10.118         Purchase Agreement dated as of June 14, 1996, between PRCC and
               John Ann Hotchkiss; Warrant to Purchase 291,667 Shares of Common
               Stock of PRCC dated June 15, 1996, issued to John Ann Hotchkiss
               (incorporated herein by reference to Exhibits 4.25 and 4.26 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.119         Purchase Agreement dated as of June 14, 1996, between PRCC and
               David Firestone; Warrant to Purchase 166,667 Shares of Common
               Stock of PRCC dated June 15, 1996, issued to David Firestone.
               (incorporated herein by reference to Exhibits 4.27 and 4.28 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.120         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Irawan Onggara; Warrant to Purchase 166,667 Shares of Common
               Stock of PRCC dated June 15, 1996, issued to Irawan Onggara
               (incorporated herein by reference to Exhibits 4.29. and 4.30 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.121         Purchase Agreement dated as of June 14, 1996, between PRCC and
               John M. Liviakis; Warrant to Purchase 66,667 Shares of Common
               Stock of PRCC dated June 15, 1996, issued to John M. Liviakis
               (incorporated herein by reference to Exhibits 4.31 and 4.32 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.122         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Robert S. London; Warrant to Purchase 66,667Shares of Common
               Stock of PRCC dated June 15, 1996, issued to Robert S. London
               (incorporated herein by reference to Exhibits 4.33 and 4.34 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.123         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Robert B. Prag; Warrant to Purchase 66,667 Shares of Common Stock
               of PRCC dated June 15, 1996, issued to Robert B. Prag
               (incorporated herein by reference to Exhibits 4.35and 4.36 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               PRCC dated October 15, 1996).

10.124         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Shawn Cady; Warrant to Purchase 41,667 Shares of Common Stock of
               PRCC dated June 15, 1996, issued to Shawn Cady (incorporated
               herein by reference to Exhibits 4.37 and 4.38 to the Registration
               Statement on Form S-3 (Registration No. 33-14133) of PRCC dated
               October 15, 1996).

                                      E-14

<PAGE>


10.125         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Donald Carstens; Warrant to Purchase 41,667 Shares of Common
               Stock of PRCC dated June 15, 1996, issued to Donald Carstens
               (incorporated herein by reference to Exhibits 4.39 and 4.40 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.126         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Ling Nen Chuan; Warrant to Purchase 41,667 Shares of Common Stock
               of PRCC dated June 15, 1996, issued to Ling Nen Chuan
               (incorporated herein by reference to Exhibits 4.41 and 4.42 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.127         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Sanibel Capital Corporation; Warrant to Purchase 41,667 Shares of
               Common Stock of PRCC dated June 15, 1996, issued to Sanibel
               Capital Corporation (incorporated herein by reference to Exhibits
               4.43 and 4.44 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of PRCC dated October 15, 1996).

10.128         Purchase Agreement dated as of June 14, 1996, between PRCC and
               Donna Sizemore; Warrant to Purchase 8,333 Shares of Common Stock
               of PRCC dated June 15, 1996, issued to Donna Sizemore
               (incorporated herein by reference to Exhibits 4.45 and 4.46 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.129         Option to Purchase 25,000 Shares of Common Stock of PRCC issued
               to Randy Foy; Option Agreement dated as of July 1, 1996, between
               PRCC and Randy Foy (incorporated herein by reference to Exhibit
               4.47 to the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 16, 1996).

10.130         Option to Purchase 40,000 Shares of Common Stock of PRCC issued
               to Paul Richardson. Option Agreement dated as of August 6, 1996
               between PRCC and Paul Richardson (incorporated herein by
               reference to Exhibit 10.145 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.

10.131         Purchase Agreement dated as of September 20, 1996, between PRCC
               and Neil C. Sullivan; Warrant to Purchase 300,000 Shares of
               Common Stock of PRCC dated September 20, 1996, issued to Neil C.
               Sullivan (incorporated herein by reference to Exhibits 4.48 and
               4.49 to the Registration Statement on Form S-3 (Registration No.
               33-14133) of PRCC dated October 15, 1996).

10.132         Consulting Agreement dated November 19, 1996 between PRCC and
               Fenway Advisory Group (incorporated herein by reference to
               Exhibit 10.147 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1996).

10.133         Option to Purchase 400,000 Shares of PRCC issued to Fenway
               Advisory Group; Option Agreement dated as of November 22, 1996
               between PRCC and Fenway Advisory Group (incorporated herein by
               reference to Exhibit 10.148 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996).

                                      E-15

<PAGE>


10.134         Option to Purchase 40,000 Shares of PRCC issued to Barry Soltani;
               Option Agreement dated as of March 3, 1997 (incorporated herein
               by reference to Exhibit 10.149 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1997).

10.135         Option to Purchase 50,000 Shares of PRCC issued to Jorel
               Management; Option Agreement dated as of April 30, 1997
               (incorporated herein by reference to Exhibit 10.150 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1997).

10.136         Purchase Agreement dated May 8, 1998 between PRCC and Albert E.
               Gosselin, Jr. to purchase 400,000 Shares of Preferred Convertible
               Stock (incorporated herein by reference to Exhibit 10.154 to the
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998).

10.137         Purchase Agreement dated May 8, 1998 between PRCC and Patricia
               Cudd to purchase 400,000 Shares of Preferred Convertible Stock
               (incorporated herein by reference to Exhibit 10.155 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

10.138         Purchase Agreement dated May 8, 1998 between PRCC and Gary L.
               Dudley to purchase 80,000 Shares of Preferred Convertible Stock
               (incorporated herein by reference to Exhibit 10.156 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

10.139         Purchase Agreement dated June 19, 1998 between PRCC and William
               T. Richey to purchase 20,000 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.157 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.140         Purchase Agreement dated June 19, 1998 between PRCC and Ronald E.
               Patterson to purchase 23,190 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.158 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.141         Purchase Agreement dated June 19, 1998 between PRCC and Ronald E.
               Patterson to purchase 68,810 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.159 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.142         Purchase Agreement dated June 19, 1998 between PRCC and Mayer
               Zarchi to purchase 20,000 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.160 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.143         Purchase Agreement dated June 19, 1998 between PRCC and Fred
               Zalokar to purchase 23,000 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.161 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

                                      E-16

<PAGE>


10.144         Purchase Agreement dated June 19, 1998 between PRCC and Frank T.
               Anaya to purchase 9,174 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.162 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.145         Purchase Agreement dated June 19, 1998 between PRCC and Donald A.
               Carstens to purchase 9,082 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.163 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.146         Purchase Agreement dated June 19, 1998 between PRCC and Alan L.
               Talesnick to purchase 18,000 Shares of Common Stock (incorporated
               herein by reference to Exhibit 10.164 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.147         Option to Purchase 23,125 Shares of PRCC issued to Phoenix
               Alliance, Inc. Option Agreement dated June 19, 1998 (incorporated
               herein by reference to Exhibit 10.165 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998).

10.148         Agreement to purchase a technician service center in Macau from
               PIC Computers, Ltd. Agreement dated as of June 24, 1998 between
               PRCC and PIC Computers, Ltd. (incorporated herein by reference to
               Exhibit 10.166 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998).

10.149         Option to purchase 13,750 Shares of Common Stock issued to Marcia
               Smith. Option Agreement dated as of December 14, 1998 between
               PRCC and Marcia Smith (incorporated herein by reference to
               Exhibit 10.167 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998).

10.150         Option to purchase 12,500 Shares of Common Stock issued to Cindy
               Gosselin. Option Agreement dated as of December 14, 1998 between
               PRCC and Cindy Gosselin. (incorporated herein by reference to
               Exhibit 10.168 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998).

10.151         Promissory Note dated as of January 27, 1999 between PRCC and
               Mark S. Rose.(incorporated herein by reference to Exhibit 10.169
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998).

10.152         Option to purchase 48,000 Shares of Common Stock issued to Mark
               S. Rose. Option Agreement dated as of January 27, 1999 between
               PRCC and Mark S. Rose (incorporated herein by reference to
               Exhibit 10.170 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998).

                                      E-17

<PAGE>


10.153         Finder's Agreement dated January 27, 1999 between PRCC and
               Rosemary Althaus (incorporated herein by reference to Exhibit
               10.171 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998).

10.154         Option to purchase 5,000 Shares of Common Stock issued to
               Rosemary Althaus. Option Agreement dated as of January 27, 1999
               between PRCC and Rosemary Althaus (incorporated herein by
               reference to Exhibit 10.172 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998).

10.155         Purchase Agreement to purchase 25,000 units consisting of 25,000
               Shares of Common Stock and 25,000 Warrants to purchase Common
               Stock dated as of February 25, 1999 between PRCC and William T.
               Richey.(incorporated herein by reference to Exhibit 10.173 to the
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998).

10.156         Purchase Agreement to purchase 133,333 units consisting of
               133,333 Shares of Common Stock and 133,333 Warrants to purchase
               Common Stock dated as of February 25, 1999 between PRCC and
               Ronald E. Patterson .(incorporated herein by reference to Exhibit
               10.174 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998).

10.157         Purchase Agreement to purchase 66,666 units consisting of 66,666
               Shares of Common Stock and 66,666 Warrants to purchase Common
               Stock dated as of February 25, 1999 between PRCC and Phillip Huss
               (incorporated herein by reference to Exhibit 10.175 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

10.158         Option to purchase 25,000 Shares of Common Stock issued to
               Anthony Reneau. Option Agreement dated as of February 25, 1999
               between PRCC and Anthony Reneau. (incorporated herein by
               reference to Exhibit 10.176 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998).

10.159         Purchase Agreement to purchase 14,000 units consisting of 14,000
               Shares of Common Stock and 14,000 Warrants to purchase Common
               Stock dated as of February 25, 1999 between PRCC and Alan L.
               Talesnick (incorporated herein by reference to Exhibit 10.177 to
               the Annual Report on Form 10-K for the fiscal year ended December
               31, 1998).

10.160         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 33,333 units consisting of 33,333 shares of
               Common Stock and 33,333 warrants to purchase Common Stock dated
               as of February 25, 1999, between PRCC and Maria Molinsky
               (incorporated herein by reference to Exhibit 4.11 to the
               Registration Statement on Form S-1, File #333-87965 of PRCC dated
               September 28, 1999).

10.161         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 9,333 units consisting of 9,333 shares of
               Common Stock and 9,333 warrants to purchase Common Stock dated as
               of February 25, 1999, between PRCC and Jennifer S. Jauregui
               (incorporated herein by reference to Exhibit 4.14 to the
               Registration Statement on Form S-1, File #333-87965 of PRCC dated
               September 28, 1999).

                                      E-18

<PAGE>


10.162         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 6,666 units consisting of 6,666 shares of
               Common Stock and 6,666 warrants to purchase Common Stock dated as
               of February 25, 1999, between PRCC and Cynthia L. Gosselin
               (incorporated herein by reference to Exhibit 4.15 to the
               Registration Statement on Form S-1, File #333-87965 of PRCC dated
               September 28, 1999).

10.163         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 133,333 units consisting of 133,333 shares
               of Common Stock and 133,333 warrants to purchase Common Stock
               dated as of May 19, 1999, between PRCC and The Investor Resource
               Services, Inc. (incorporated herein by reference to Exhibit 4.16
               to the Registration Statement on Form S-1, File #333-87965 of
               PRCC dated September 28, 1999).

10.164         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 66,667 units consisting of 66,667 shares of
               Common Stock and 66.667 warrants to purchase Common Stock dated
               as of May 19, 1999, between PRCC and Trautman Wasserman &
               Company, Inc. (incorporated herein by reference to Exhibit 4.17
               to the Registration Statement on Form S-1, File #333-87965 of
               PRCC dated September 28, 1999).

10.165         18% Subordinated Convertible Debenture Due December 1, 1999,
               between PRCC and The Venezuela Recovery Fund, N.V. (incorporated
               herein by reference to Exhibit 4.18 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.166         Financial Consulting and Services Agreement dated May 20, 1999,
               between PRCC and Premiere Equities, Inc. (incorporated herein by
               reference to Exhibit 4.19 to the Registration Statement on Form
               S-1, File #333-87965 of PRCC dated September 28, 1999).

10.167         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 100,000 Shares of Common Stock dated May
               27, 1999, between PRCC and Blagoja Samakoski (incorporated herein
               by reference to Exhibit 4.20 to the Registration Statement on
               Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.168         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 80,000 Shares of Common Stock dated July
               16, 1999, between PRCC and Ronald E. Patterson (incorporated
               herein by reference to Exhibit 4.21 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

                                      E-19

<PAGE>


10.169         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 30,000 Shares of Common Stock dated July
               16, 1999, between PRCC and Phillip T. Huss (incorporated herein
               by reference to Exhibit 4.22 to the Registration Statement on
               Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.170         Lock-up Agreement dated August 12, 1999, between PRCC and Mr.
               Albert E. Gosselin, Jr. (incorporated herein by reference to
               Exhibit 4.23 to the Registration Statement on Form S-1, File
               #333-87965 of PRCC dated September 28, 1999).

10.171         Compromise, Settlement and Release Agreement dated August 12,
               1999 between PRCC and Fidelity Funding (incorporated herein by
               reference to Exhibit 4.24 to the Registration Statement on Form
               S-1, File #333-87965 of PRCC dated September 28, 1999).

10.172         Escrow Agreement dated August 12, 1999, among PRCC, Fidelity
               Funding, Inc., and American Escrow Company (incorporated herein
               by reference to Exhibit 4.25 to the Registration Statement on
               Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.173         12% Subordinated Convertible Debenture Due June 1, 2000. dated
               September 1, 1999, between PRCC and Spiga Limited (incorporated
               herein by reference to Exhibit 4.26 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.174         12% Subordinated Convertible Debenture Due June 1, 2000. dated
               September 1, 1999, between PRCC and Spiga Limited (incorporated
               herein by reference to Exhibit 4.27 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.175         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 50,000 Shares of Common Stock dated
               September 13, 1999, between PRCC and Maria Molinsky (incorporated
               herein by reference to Exhibit 4.28 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.176         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 50,000 Shares of Common Stock dated
               September 13, 1999, between PRCC and Lee Sion (incorporated
               herein by reference to Exhibit 4.29 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

10.177         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 50,000 Shares of Common Stock dated
               September 13, 1999, between PRCC and Steven Sion (incorporated
               herein by reference to Exhibit 4.30 to the Registration Statement
               on Form S-1, File #333-87965 of PRCC dated September 28, 1999).

                                      E-20

<PAGE>


10.178         Warrant to purchase 75,000 Shares of Common Stock of PRCC issued
               to IIG Capital LLC; Warrant Agreement dated as of June 1, 1999
               between PRCC and IIG Capital LLC (incorporated herein by
               reference to Exhibit 10.196 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.179         Warrant to purchase 30,000 Shares of Common Stock of PRCC issued
               to Astor Capital; Warrant Agreement dated as of June 1, 1999
               between PRCC and Astor Capital (incorporated herein by reference
               to Exhibit 10.197 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.180         Warrant to purchase 23,000 Shares of Common Stock of PRCC issued
               to Spiga Limited; Warrant Agreement dated as of September 1, 1999
               between PRCC and Spiga Limited (incorporated herein by reference
               to Exhibit 10.198 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.181         Warrant to purchase 18,000 Shares of Common Stock of PRCC issued
               to Astor Capital; Warrant Agreement dated as of September 1, 1999
               between PRCC and Spiga Limited (incorporated herein by reference
               to Exhibit 10.199 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.182         Warrant to purchase 22,500 Shares of Common Stock of PRCC issued
               to Spiga Limited; Warrant Agreement dated as of September 1, 1999
               between PRCC and Spiga Limited (incorporated herein by reference
               to Exhibit 10.200 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.183         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to IIG Capital LLC; Warrant Agreement dated as of December 1,
               1999 between PRCC and IIG Capital LLC (incorporated herein by
               reference to Exhibit 10.201 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.184         Warrant to purchase 20,475 Shares of Common Stock of PRCC issued
               to Phillip T. Huss; Warrant Agreement dated as of July 16, 1999
               between PRCC and Phillip T. Huss (incorporated herein by
               reference to Exhibit 10.202 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.185         Warrant to purchase 54,525 Shares of Common Stock of PRCC issued
               to Ronald E. Patterson; Warrant Agreement dated as of July 16,
               1999 between PRCC and Ronald E. Patterson (incorporated herein by
               reference to Exhibit 10.203 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.186         Warrant to purchase 20,000 Shares of Common Stock of PRCC issued
               to Fidelity Funding; Warrant Agreement dated as of August 12,
               1999 between PRCC and Ronald E. Patterson (incorporated herein by
               reference to Exhibit 10.204 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.187         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to Maria Molinsky; Warrant Agreement dated as of September 13,
               1999 between PRCC and Maria Molinsky (incorporated herein by
               reference to Exhibit 10.205 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

                                      E-21

<PAGE>


10.188         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to Lee Sion; Warrant Agreement dated as of September 13, 1999
               between PRCC and Lee Sion (incorporated herein by reference to
               Exhibit 10.206 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999).

10.189         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to Steven Sion; Warrant Agreement dated as of September 13, 1999
               between PRCC and Steven Sion (incorporated herein by reference to
               Exhibit 10.207 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999).

10.190         Registration Rights Agreement dated June 1, 1999, between PRCC
               and Venezuela Recovery Fund (incorporated herein by reference to
               Exhibit 10.208 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999).

10.191         Registration Rights Agreement dated September 1, 1999, between
               PRCC and Spiga Limited (incorporated herein by reference to
               Exhibit 10.209 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999).

10.192         12% Subordinated Convertible Debenture due February 23, 2001
               dated February 16, 2000, between PRCC and Britannica Associates
               Limited (incorporated herein by reference to Exhibit 4.1 of the
               Post-Effective Amendment No. 1 to Form S-3 Registration Statement
               #333-87965).

10.193         Warrant to purchase 200,000 Shares of Common Stock of PRCC issued
               to Britannica Associates Limited; Warrant Agreement dated as of
               February 23, 2000 between PRCC and Britannica Associates Limited
               (incorporated herein by reference to Exhibit 10.211 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999).

10.194         Warrant to purchase 100,000 Shares of Common Stock of PRCC issued
               to Britannica Associates Limited; Warrant Agreement dated as of
               February 23, 2000 between PRCC and Britannica Associates Limited
               (incorporated herein by reference to Exhibit 10.212 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999).

10.195         Warrant to purchase 20,000 Shares of Common Stock of PRCC issued
               to Astor Capital; Warrant Agreement dated as of February 23, 2000
               between PRCC and Astor Capital (incorporated herein by reference
               to Exhibit 10.213 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.196         Registration Rights Agreement dated February 23, 2000, between
               PRCC and Britannica Associates (incorporated herein by reference
               to Exhibit 10.214 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

                                      E-22

<PAGE>


10.197         Promissory Note due March 21, 2000 dated as of January 21, 2000
               between PRCC and Britannica Associates, Ltd. (incorporated herein
               by reference to Exhibit 10.215 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999).

10.198         Amendment to Compromise and Settlement Agreement between Fidelity
               Funding, Inc. and PRCC dated March 24, 2000 (incorporated herein
               by reference to Exhibit 10.216 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999).

10.199         Warrant to purchase 87,141 Shares of Common Stock of PRCC issued
               to Phillip T. Huss; Warrant Agreement dated as of March 31, 2000
               between PRCC and Phillip T. Huss (incorporated herein by
               reference to Exhibit 10.217 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.200         Warrant to purchase 187,858 Shares of Common Stock of PRCC issued
               to Ronald E. Patterson; Warrant Agreement dated as of March 31,
               2000 between PRCC and Ronald E. Patterson (incorporated herein by
               reference to Exhibit 10.218 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

10.201         Warrant to purchase 46,875 Shares of Common Stock of PRCC issued
               to Lee Sion; Warrant Agreement dated as of March 31, 2000 between
               PRCC and Lee Sion (incorporated herein by reference to Exhibit
               10.219 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999).

10.202         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to Steven Sion; Warrant Agreement dated as of March 31, 2000
               between PRCC and Steven Sion (incorporated herein by reference to
               Exhibit 10.220 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999).

10.203         Warrant to purchase 10,000 Shares of Common Stock of PRCC issued
               to Patricia Cudd; Warrant Agreement dated as of March 31, 2000
               between PRCC and Patricia Cudd (incorporated herein by reference
               to Exhibit 10.221 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.204         Warrant to purchase 14,000 Shares of Common Stock of PRCC issued
               to Alan Talesnick; Warrant Agreement dated as of March 31, 2000
               between PRCC and Alan Talesnick.(incorporated herein by reference
               to Exhibit 10.222 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.205         Warrant to purchase 25,000 Shares of Common Stock of PRCC issued
               to William Richey; Warrant Agreement dated as of March 31, 2000
               between PRCC and William Richey (incorporated herein by reference
               to Exhibit 10.223 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1999).

10.206         Warrant to purchase 33,333 Shares of Common Stock of PRCC issued
               to Maria Molinsky; Warrant Agreement dated as of March 31, 2000
               between PRCC and Phillip T. Huss (incorporated herein by
               reference to Exhibit 10.224 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999).

                                      E-23

<PAGE>


10.207         Option to Purchase 24,000 Shares of Common Stock of PRCC issued
               to Mark Rose; Option Agreement dated as of May 27, 2000, between
               PRCC and Mark Rose (incorporated herein by reference to Exhibit
               4.39 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of PRCC dated November 9, 2000).

10.208         Option to Purchase 8,000 Shares of Common Stock of PRCC issued to
               Clare F. Rose; Option Agreement dated as of May 27, 2000, between
               PRCC and Clare F. Rose (incorporated herein by reference to
               Exhibit 4.40 to the Registration Statement on Form S-3
               (Registration No. 333-48554) of PRCC dated November 9, 2000).

10.209         Warrant to purchase 100,000 Shares of Common Stock of PRCC issued
               to Astor Capital; Warrant Agreement dated as of June 6, 2000
               between PRCC and Astor Capital (incorporated herein by reference
               to Exhibit 4.41 to the Registration Statement on Form S-3
               (Registration No. 333-48554) of PRCC dated November 9, 2000).

10.210         Option to Purchase 15,000 Shares of Common Stock of PRCC issued
               to Delta Capital Partners; Option Agreement dated as of June 7,
               2000, between PRCC and Delta Capital Partners. (incorporated
               herein by reference to Exhibit 4.42 to the Registration Statement
               on Form S-3 (Registration No. 333-48554) of PRCC dated November
               9, 2000).

10.211         Option to Purchase 8,000 Shares of Common Stock of PRCC issued to
               Sean Rose; Option Agreement dated as of June 17, 2000, between
               PRCC and Sean Rose (incorporated herein by reference to Exhibit
               4.43 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of PRCC dated November 9, 2000).

10.212         Option to Purchase 8,000 Shares of Common Stock of PRCC issued to
               Sean Rose; Option Agreement dated as of June 24, 2000, between
               PRCC and Sean Rose (incorporated herein by reference to Exhibit
               4.44 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of PRCC dated November 9, 2000).

10.213         Warrant to Purchase 250,000 Shares of Common Stock of PRCC from
               October 20,2000. Void after 5:00 P.M. Los Angeles Time, on
               October 20, 2003, issued to East West Network Group Co.
               (incorporated herein by reference to Exhibit 4.45 to the
               Registration Statement on Form S-3 (Registration No. 333-48554)
               of PRCC dated November 9, 2000).

10.214         Investor Relations Agreement Made by and between PRCC and East
               West Network Group dated October 20, 2000 (incorporated herein by
               reference to Exhibit 4.46 to the Registration Statement on Form
               S-3 (Registration No. 333-48554) of PRCC dated November 9, 2000).

                                      E-24

<PAGE>


10.215         Stock Purchase Warrant to Purchase 60,000 Shares of Common Stock
               of PRCC, issued to IIG Equities Opportunities Fund Ltd.
               (incorporated herein by reference to Exhibit 4.47 to the
               Registration Statement on Form S-3 (Registration No. 333-55276)
               dated February 2, 2001).

10.216         Option to Purchase 100,000 Shares of Common Stock of PRCC from
               December 22, 2000. Void after 5:00 P.M. Los Angeles Time, on
               December 21, 2003, issued to Steven Sion (incorporated herein by
               reference to Exhibit 4.48 to the Registration Statement on Form
               S-3 (Registration No. 333-55276) dated February 2, 2001).

10.217         $500,000 Face Amount 12% Subordinated Convertible Debenture due
               February 22, 2001, granted to Brittanica Associates Limited
               (incorporated herein by reference to Exhibit 4.50 to the
               Registration Statement on Form S-3 (Registration No. 333-55276)
               dated February 2, 2001).

10.218         Promissory Note between PRCC and Delta Capital dated June 7,
               2000. (incorporated herein by reference to Exhibit 10.237 to the
               Annual Report on Form 10-K for fiscal 2000).

10.219         Employees Stock Option Plan dated June 29, 2000. (incorporated
               herein by reference to Exhibit 10.238 to the Annual Report on
               Form 10-K for fiscal 2000).

10.220         Stock Purchase Warrant to Purchase 21,900 Shares of Common Stock
               of PRCC issued to Astor Capital; Stock Purchase Warrant dated as
               of June 17, 2000 between PRCC and Astor Capital. (incorporated
               herein by reference to Exhibit 10.239 to the Annual Report on
               Form 10-K for fiscal 2000).

10.221         Stock Purchase Warrant to Purchase 6,000 Shares of Common Stock
               of PRCC issued to Chris Briggs; Stock Purchase Warrant dated as
               of June 17, 2000 between PRCC and Chris Briggs. (incorporated
               herein by reference to Exhibit 10.240 to the Annual Report on
               Form 10-K for fiscal 2000).

10.222         Stock Purchase Warrant to Purchase 15,000 Shares of Common Stock
               of PRCC issued to Joseph Chazanow; Stock Purchase Warrant dated
               as of June 17, 2000 between PRCC and Christopher Chazanow.
               (incorporated herein by reference to Exhibit 10.241 to the Annual
               Report on Form 10-K for fiscal 2000).

10.223         Stock Purchase Warrant to Purchase 4,500 Shares of Common Stock
               of PRCC issued to Christopher Mehringer; Stock Purchase Warrant
               dated as of June 17, 2000 between PRCC and Christopher Mehringer.
               (incorporated herein by reference to Exhibit 10.242 to the Annual
               Report on Form 10-K for fiscal 2000).

10.224         Stock Purchase Warrant to Purchase 1,500 Shares of Common Stock
               of PRCC issued to Cristobal Garcia; Stock Purchase Warrant dated
               as of June 17, 2000 between PRCC and Cristobal Garcia.
               (incorporated herein by reference to Exhibit 10.243 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-25

<PAGE>


10.225         Stock Purchase Warrant to Purchase 9,000 Shares of Common Stock
               of PRCC issued to George T. Heisel, Jr; Stock Purchase Warrant
               dated as of June 17, 2000 between PRCC and George T. Heisel, Jr.
               (incorporated herein by reference to Exhibit 10.244 to the Annual
               Report on Form 10-K for fiscal 2000).

10.226         Stock Purchase Warrant to Purchase 6,000 Shares of Common Stock
               of PRCC issued to JRT Holdings; Stock Purchase Warrant dated as
               of June 17, 2000 between PRCC and JRT Holdings. (incorporated
               herein by reference to Exhibit 10.245 to the Annual Report on
               Form 10-K for fiscal 2000).

10.227         Stock Purchase Warrant to Purchase 7,500 Shares of Common Stock
               of PRCC issued to Robert Del Guercio; Stock Purchase Warrant
               dated as of June 17, 2000 between PRCC and Robert Del Guercio.
               (incorporated herein by reference to Exhibit 10.246 to the Annual
               Report on Form 10-K for fiscal 2000).

10.228         Stock Option Agreement to Purchase 4,480 Shares of Common Stock
               of PRCC issued to Imelda Facundo dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.247 to the Annual
               Report on Form 10-K for fiscal 2000).

10.229         Promissory Note dated June 29, 2000 from Imelda Facundo to PRCC
               (incorporated herein by reference to Exhibit 10.248 to the Annual
               Report on Form 10-K for fiscal 2000).

10.230         Stock Pledge Agreement dated June 29, 2000 between Imelda Facundo
               and PRCC (incorporated herein by reference to Exhibit 10.249 to
               the Annual Report on Form 10-K for fiscal 2000).

10.231         Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of PRCC issued to Luz Rendon dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.250 to the Annual
               Report on Form 10-K for fiscal 2000).

10.232         Promissory Note dated June 29, 2000 from Luz Rendon to PRCC
               (incorporated herein by reference to Exhibit 10.251 to the Annual
               Report on Form 10-K for fiscal 2000).

10.233         Stock Pledge Agreement dated June 29, 2000 between Luz Rendon and
               PRCC (incorporated herein by reference to Exhibit 10.252 to the
               Annual Report on Form 10-K for fiscal 2000).

10.234         Stock Option Agreement to Purchase 22,000 Shares of Common Stock
               of PRCC issued to Roger Jordan dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.253 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-26

<PAGE>


10.235         Promissory Note dated June 29, 2000 from Roger Jordan to PRCC
               (incorporated herein by reference to Exhibit 10.254 to the Annual
               Report on Form 10-K for fiscal 2000).

10.236         Stock Pledge Agreement dated June 29, 2000 between Roger Jordan
               and PRCC (incorporated herein by reference to Exhibit 10.255 to
               the Annual Report on Form 10-K for fiscal 2000).

10.237         Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of PRCC issued to Carlos Pineda dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.256 to the Annual
               Report on Form 10-K for fiscal 2000).

10.238         Promissory Note dated June 29, 2000 from Carlos Pineda to PRCC
               (incorporated herein by reference to Exhibit 10.257 to the Annual
               Report on Form 10-K for fiscal 2000).

10.239         Stock Pledge Agreement dated June 29, 2000 between Carlos Pineda
               and PRCC (incorporated herein by reference to Exhibit 10.258 to
               the Annual Report on Form 10-K for fiscal 2000).

10.240         Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of PRCC issued to Ilija Sakota dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.259 to the Annual
               Report on Form 10-K for fiscal 2000).

10.241         Promissory Note dated June 29, 2000 from Ilija Sakota to PRCC
               (incorporated herein by reference to Exhibit 10.260 to the Annual
               Report on Form 10-K for fiscal 2000).

10.242         Stock Pledge Agreement dated June 29, 2000 between Ilija Sakota
               and PRCC (incorporated herein by reference to Exhibit 10.261 to
               the Annual Report on Form 10-K for fiscal 2000).

10.243         Stock Option Agreement to Purchase 7,347 Shares of Common Stock
               of PRCC issued to Robert Basa dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.262 to the Annual
               Report on Form 10-K for fiscal 2000).

10.244         Promissory Note dated June 29, 2000 from Robert Basa to PRCC
               (incorporated herein by reference to Exhibit 10.263 to the Annual
               Report on Form 10-K for fiscal 2000).

10.245         Stock Pledge Agreement dated June 29, 2000 between Robert Basa
               and PRCC (incorporated herein by reference to Exhibit 10.264 to
               the Annual Report on Form 10-K for fiscal 2000).

10.246         Stock Option Agreement to Purchase 10,142 Shares of Common Stock
               of PRCC issued to Jennifer Jauregui dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.265 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-27

<PAGE>


10.247         Promissory Note dated June 29, 2000 from Jennifer Jauregui to
               PRCC (incorporated herein by reference to Exhibit 10.266 to the
               Annual Report on Form 10-K for fiscal 2000).

10.248         Stock Pledge Agreement dated June 29, 2000 between Jennifer
               Jauregui and PRCC (incorporated herein by reference to Exhibit
               10.267 to the Annual Report on Form 10-K for fiscal 2000).

10.249         Stock Option Agreement to Purchase 5,600 Shares of Common Stock
               of PRCC issued to Aramis Markarovanes dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.268 to the Annual
               Report on Form 10-K for fiscal 2000).

10.250         Promissory Note dated June 29, 2000 from Aramis Markarovanes to
               PRCC (incorporated herein by reference to Exhibit 10.269 to the
               Annual Report on Form 10-K for fiscal 2000).

10.251         Stock Pledge Agreement dated June 29, 2000 between Aramis
               Markarovanes and PRCC (incorporated herein by reference to
               Exhibit 10.270 to the Annual Report on Form 10-K for fiscal
               2000).

10.252         Stock Option Agreement to Purchase 9,000 Shares of Common Stock
               of PRCC issued to Minda Basa dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.271 to the Annual
               Report on Form 10-K for fiscal 2000).

10.253         Promissory Note dated June 29, 2000 from Minda Basa to PRCC
               (incorporated herein by reference to Exhibit 10.272 to the Annual
               Report on Form 10-K for fiscal 2000).

10.254         Stock Pledge Agreement dated June 29, 2000 between Minda Basa and
               PRCC (incorporated herein by reference to Exhibit 10.273 to the
               Annual Report on Form 10-K for fiscal 2000).

10.255         Stock Option Agreement to Purchase 32,144 Shares of Common Stock
               of PRCC issued to Vincente Tio dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.274 to the Annual
               Report on Form 10-K for fiscal 2000).

10.256         Promissory Note dated June 29, 2000 from Vincente Tio to PRCC
               (incorporated herein by reference to Exhibit 10.275 to the Annual
               Report on Form 10-K for fiscal 2000).

10.257         Stock Pledge Agreement dated June 29, 2000 between Vincente Tio
               and PRCC (incorporated herein by reference to Exhibit 10.276 to
               the Annual Report on Form 10-K for fiscal 2000).

10.258         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Ken Luong dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.277 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-28

<PAGE>


10.259         Promissory Note dated June 29, 2000 from Ken Luong to PRCC
               (incorporated herein by reference to Exhibit 10.278 to the Annual
               Report on Form 10-K for fiscal 2000).

10.260         Stock Pledge Agreement dated June 29, 2000 between Ken Luong and
               PRCC (incorporated herein by reference to Exhibit 10.279 to the
               Annual Report on Form 10-K for fiscal 2000).

10.261         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Eliud Martinez dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.280 to the Annual
               Report on Form 10-K for fiscal 2000).

10.262         Promissory Note dated June 29, 2000 from Eliud Martinez to PRCC
               (incorporated herein by reference to Exhibit 10.281 to the Annual
               Report on Form 10-K for fiscal 2000).

10.263         Stock Pledge Agreement dated June 29, 2000 between Eliud Martinez
               and PRCC (incorporated herein by reference to Exhibit 10.282 to
               the Annual Report on Form 10-K for fiscal 2000).

10.264         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Joe Martin dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.283 to the Annual
               Report on Form 10-K for fiscal 2000).

10.265         Promissory Note dated June 29, 2000 from Joe Martin to PRCC
               (incorporated herein by reference to Exhibit 10.284 to the Annual
               Report on Form 10-K for fiscal 2000).

10.266         Stock Pledge Agreement dated June 29, 2000 between Joe Martin and
               PRCC (incorporated herein by reference to Exhibit 10.285 to the
               Annual Report on Form 10-K for fiscal 2000).

10.267         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Thuan Chau dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.286 to the Annual
               Report on Form 10-K for fiscal 2000).

10.268         Promissory Note dated June 29, 2000 from Thuan Chau to PRCC
               (incorporated herein by reference to Exhibit 10.287 to the Annual
               Report on Form 10-K for fiscal 2000).

10.269         Stock Pledge Agreement dated June 29, 2000 between Thuan Chau and
               PRCC (incorporated herein by reference to Exhibit 10.288 to the
               Annual Report on Form 10-K for fiscal 2000).

10.270         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Joey Baris dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.289 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-29

<PAGE>


10.271         Promissory Note dated June 29, 2000 from Joey Baris to PRCC
               (incorporated herein by reference to Exhibit 10.290 to the Annual
               Report on Form 10-K for fiscal 2000).

10.272         Stock Pledge Agreement dated June 29, 2000 between Joey Baris and
               PRCC (incorporated herein by reference to Exhibit 10.291 to the
               Annual Report on Form 10-K for fiscal 2000).

10.273         Stock Option Agreement to Purchase 5,510 Shares of Common Stock
               of PRCC issued to Joe Macias dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.292 to the Annual
               Report on Form 10-K for fiscal 2000).

10.274         Promissory Note dated June 29, 2000 from Joe Macias to PRCC
               (incorporated herein by reference to Exhibit 10.293 to the Annual
               Report on Form 10-K for fiscal 2000).

10.275         Stock Pledge Agreement dated June 29, 2000 between Joe Macias and
               PRCC (incorporated herein by reference to Exhibit 10.294 to the
               Annual Report on Form 10-K for fiscal 2000).

10.276         Stock Option Agreement to Purchase 5,510 Shares of Common Stock
               of PRCC issued to Jose Argueta dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.295 to the Annual
               Report on Form 10-K for fiscal 2000).

10.277         Promissory Note dated June 29, 2000 from Jose Argueta to PRCC
               (incorporated herein by reference to Exhibit 10.296 to the Annual
               Report on Form 10-K for fiscal 2000).

10.278         Stock Pledge Agreement dated June 29, 2000 between Jose Argueta
               and PRCC (incorporated herein by reference to Exhibit 10.297 to
               the Annual Report on Form 10-K for fiscal 2000).

10.279         Stock Option Agreement to Purchase 6,423 Shares of Common Stock
               of PRCC issued to Jimmy Luu dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.298 to the Annual
               Report on Form 10-K for fiscal 2000).

10.280         Promissory Note dated June 29, 2000 from Jimmy Luu to PRCC
               (incorporated herein by reference to Exhibit 10.299 to the Annual
               Report on Form 10-K for fiscal 2000).

10.281         Stock Pledge Agreement dated June 29, 2000 between Jimmy Luu and
               PRCC (incorporated herein by reference to Exhibit 10.300 to the
               Annual Report on Form 10-K for fiscal 2000).

10.282         Stock Option Agreement to Purchase 3,673 Shares of Common Stock
               of PRCC issued to Anthony Graber dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.301 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-30

<PAGE>


10.283         Promissory Note dated June 29, 2000 from Anthony Graber to PRCC
               (incorporated herein by reference to Exhibit 10.302 to the Annual
               Report on Form 10-K for fiscal 2000).

10.284         Stock Pledge Agreement dated June 29, 2000 between Anthony Graber
               and PRCC (incorporated herein by reference to Exhibit 10.303 to
               the Annual Report on Form 10-K for fiscal 2000).

10.285         Stock Option Agreement to Purchase 3,673 Shares of Common Stock
               of PRCC issued to Hovannes Nalbandyan dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.304 to the Annual
               Report on Form 10-K for fiscal 2000).

10.286         Promissory Note dated June 29, 2000 from Hovannes Nalbandyan to
               PRCC (incorporated herein by reference to Exhibit 10.305 to the
               Annual Report on Form 10-K for fiscal 2000).

10.287         Stock Pledge Agreement dated June 29, 2000 between Hovannes
               Nalbandyan and PRCC (incorporated herein by reference to Exhibit
               10.306 to the Annual Report on Form 10-K for fiscal 2000).

10.288         Stock Option Agreement to Purchase 7,806 Shares of Common Stock
               of PRCC issued to Dennis Molina dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.307 to the Annual
               Report on Form 10-K for fiscal 2000).

10.289         Promissory Note dated June 29, 2000 from Dennus Molina to PRCC
               (incorporated herein by reference to Exhibit 10.308 to the Annual
               Report on Form 10-K for fiscal 2000).

10.290         Stock Pledge Agreement dated June 29, 2000 between Dennis Molina
               and PRCC (incorporated herein by reference to Exhibit 10.309 to
               the Annual Report on Form 10-K for fiscal 2000).

10.291         Stock Option Agreement to Purchase 4,224 Shares of Common Stock
               of PRCC issued to Veronica Boone dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.310 to the Annual
               Report on Form 10-K for fiscal 2000).

10.292         Promissory Note dated June 29, 2000 from Veronica Boone to PRCC
               (incorporated herein by reference to Exhibit 10.311 to the Annual
               Report on Form 10-K for fiscal 2000).

10.293         Stock Pledge Agreement dated June 29, 2000 between Veronica Boone
               and PRCC (incorporated herein by reference to Exhibit 10.312 to
               the Annual Report on Form 10-K for fiscal 2000).

10.294         Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of PRCC issued to Lucy Marquez dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.313 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-31

<PAGE>


10.295         Promissory Note dated June 29, 2000 from Lucy Marquez to PRCC
               (incorporated herein by reference to Exhibit 10.314 to the Annual
               Report on Form 10-K for fiscal 2000).

10.296         Stock Pledge Agreement dated June 29, 2000 between Lucy Marquez
               and PRCC (incorporated herein by reference to Exhibit 10.315 to
               the Annual Report on Form 10-K for fiscal 2000).

10.297         Stock Option Agreement to Purchase 10,102 Shares of Common Stock
               of PRCC issued to Eric Lai dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.316 to the Annual
               Report on Form 10-K for fiscal 2000).

10.298         Promissory Note dated June 29, 2000 from Eric Lai to PRCC
               (incorporated herein by reference to Exhibit 10.317 to the Annual
               Report on Form 10-K for fiscal 2000).

10.299         Stock Pledge Agreement dated June 29, 2000 between Eric Lai and
               PRCC (incorporated herein by reference to Exhibit 10.318 to the
               Annual Report on Form 10-K for fiscal 2000).

10.300         Option Agreement to Purchase 5,051 Shares of Common Stock of PRCC
               issued to Rich Tobin dated as of June 29, 2000. (incorporated
               herein by reference to Exhibit 10.319 to the Annual Report on
               Form 10-K for fiscal 2000).

10.301         Promissory Note dated June 29, 2000 from Rich Tobin to PRCC
               (incorporated herein by reference to Exhibit 10.320 to the Annual
               Report on Form 10-K for fiscal 2000).

10.302         Stock Pledge Agreement dated June 29, 2000 between Rich Tobin and
               PRCC (incorporated herein by reference to Exhibit 10.321 to the
               Annual Report on Form 10-K for fiscal 2000).

10.303         Stock Option Agreement to Purchase 174,160 Shares of Common Stock
               of PRCC issued to Albert E. Gosselin dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.322 to the Annual
               Report on Form 10-K for fiscal 2000).

10.304         Promissory Note dated June 29, 2000 from Albert E. Gosselin to
               PRCC (incorporated herein by reference to Exhibit 10.323 to the
               Annual Report on Form 10-K for fiscal 2000).

10.305         Stock Pledge Agreement dated June 29, 2000 between Albert E.
               Gosselin and PRCC (incorporated herein by reference to Exhibit
               10.324 to the Annual Report on Form 10-K for fiscal 2000).

10.306         Stock Option Agreement to Purchase 98,528 Shares of Common Stock
               of PRCC issued to Cindy Gosselin dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.325 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-32

<PAGE>


10.307         Promissory Note dated June 29, 2000 from Cindy Gosselin to PRCC
               (incorporated herein by reference to Exhibit 10.326 to the Annual
               Report on Form 10-K for fiscal 2000).

10.308         Stock Pledge Agreement dated June 29, 2000 between Cindy Gosselin
               and PRCC (incorporated herein by reference to Exhibit 10.327 to
               the Annual Report on Form 10-K for fiscal 2000).

10.309         Stock Option Agreement to Purchase 105,280 Shares of Common Stock
               of PRCC issued to Marcia Smith dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.328 to the Annual
               Report on Form 10-K for fiscal 2000).

10.310         Promissory Note dated June 29, 2000 from Marcia Smith to PRCC
               (incorporated herein by reference to Exhibit 10.329 to the Annual
               Report on Form 10-K for fiscal 2000).

10.311         Stock Pledge Agreement dated June 29, 2000 between Marcia Smith
               and PRCC (incorporated herein by reference to Exhibit 10.330 to
               the Annual Report on Form 10-K for fiscal 2000).

10.312         Stock Option Agreement to Purchase 24,640 Shares of Common Stock
               of PRCC issued to Robert Klein dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.331 to the Annual
               Report on Form 10-K for fiscal 2000).

10.313         Promissory Note dated June 29, 2000 from Robert Klein to PRCC
               (incorporated herein by reference to Exhibit 10.332 to the Annual
               Report on Form 10-K for fiscal 2000).

10.314         Stock Pledge Agreement dated June 29, 2000 between Robert Klein
               and PRCC (incorporated herein by reference to Exhibit 10.333 to
               the Annual Report on Form 10-K for fiscal 2000).

10.315         Stock Option Agreement to Purchase 22,900 Shares of Common Stock
               of PRCC issued to Prisciliano Flores dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.334 to the Annual
               Report on Form 10-K for fiscal 2000).

10.316         Promissory Note dated June 29, 2000 from Prisciliano Flores to
               PRCC (incorporated herein by reference to Exhibit 10.335 to the
               Annual Report on Form 10-K for fiscal 2000).

10.317         Stock Pledge Agreement dated June 29, 2000 between Prisciliano
               Flores and PRCC (incorporated herein by reference to Exhibit
               10.336 to the Annual Report on Form 10-K for fiscal 2000).

10.318         Stock Option Agreement to Purchase 87,248 Shares of Common Stock
               of PRCC issued to Barbara L. Gosselin dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.337 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-33

<PAGE>


10.319         Promissory Note dated June 29, 2000 from Barbara L. Gosselin to
               PRCC (incorporated herein by reference to Exhibit 10.338 to the
               Annual Report on Form 10-K for fiscal 2000).

10.320         Stock Pledge Agreement dated June 29, 2000 between Barbara L.
               Gosselin and PRCC (incorporated herein by reference to Exhibit
               10.339 to the Annual Report on Form 10-K for fiscal 2000).

10.321         Stock Option Agreement to Purchase 50,512 Shares of Common Stock
               of PRCC issued to Anthony Reneau dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.340 to the Annual
               Report on Form 10-K for fiscal 2000).

10.322         Promissory Note dated June 29, 2000 from Anthony Reneau to PRCC
               (incorporated herein by reference to Exhibit 10.341 to the Annual
               Report on Form 10-K for fiscal 2000).

10.323         Stock Pledge Agreement dated June 29, 2000 between Anthony Reneau
               and PRCC (incorporated herein by reference to Exhibit 10.342 to
               the Annual Report on Form 10-K for fiscal 2000).

10.324         Stock Option Agreement to Purchase 55,105 Shares of Common Stock
               of PRCC issued to Paz Laroya dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.343 to the Annual
               Report on Form 10-K for fiscal 2000).

10.325         Promissory Note dated June 29, 2000 from Paz Laroya to PRCC
               (incorporated herein by reference to Exhibit 10.344 to the Annual
               Report on Form 10-K for fiscal 2000).

10.326         Stock Pledge Agreement dated June 29, 2000 between Paz Laroya and
               PRCC (incorporated herein by reference to Exhibit 10.345 to the
               Annual Report on Form 10-K for fiscal 2000).

10.327         Stock Option Agreement to Purchase 13,776 Shares of Common Stock
               of PRCC issued to Fernando Galang dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.346 to the Annual
               Report on Form 10-K for fiscal 2000).

10.328         Promissory Note dated June 29, 2000 from Fernando Galang to PRCC
               (incorporated herein by reference to Exhibit 10.347 to the Annual
               Report on Form 10-K for fiscal 2000).

10.329         Stock Pledge Agreement dated June 29, 2000 between Fernando
               Galang and PRCC (incorporated herein by reference to Exhibit
               10.348 to the Annual Report on Form 10-K for fiscal 2000).

10.330         Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of PRCC issued to Domingo Diaz dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.349 to the Annual
               Report on Form 10-K for fiscal 2000).

                                      E-34

<PAGE>


10.331         Promissory Note dated June 29, 2000 from Domingo Diaz to PRCC
               (incorporated herein by reference to Exhibit 10.350 to the Annual
               Report on Form 10-K for fiscal 2000).

10.332         Stock Pledge Agreement dated June 29, 2000 between Domingo Diaz
               and PRCC (incorporated herein by reference to Exhibit 10.351 to
               the Annual Report on Form 10-K for fiscal 2000).

10.333         Stock Option Agreement to Purchase 11,902 Shares of Common Stock
               of PRCC issued to Mike Hamden dated as of June 29, 2000.
               (incorporated herein by reference to Exhibit 10.352 to the Annual
               Report on Form 10-K for fiscal 2000).

10.334         Promissory Note dated June 29, 2000 from Mike Hamdan to PRCC
               (incorporated herein by reference to Exhibit 10.353 to the Annual
               Report on Form 10-K for fiscal 2000).

10.335         Stock Pledge Agreement dated June 29, 2000 between Mike Hamdan
               and PRCC (incorporated herein by reference to Exhibit 10.354 to
               the Annual Report on Form 10-K for fiscal 2000).

10.336         Promissory Note dated February 23, 2001 from PRCC to Steven Sion
               at 12% interest per annum, due March 23, 2001. (incorporated
               herein by reference to Exhibit 10.355 to the Annual Report on
               Form 10-K for fiscal 2000).

10.337         Consulting Agreement between PRCC and Silverline Partners, Inc.
               dated January 4, 2001. (incorporated herein by reference to
               Exhibit 10.356 to the Annual Report on Form 10-K for fiscal
               2000).

10.338         Promissory Note dated December 22, 2000 from PRCC to Steven Sion
               @ 12% interest per annum. (incorporated herein by reference to
               Exhibit 10.357 to the Annual Report on Form 10-K for fiscal
               2000).

10.339         Memorandum of Understanding and Consulting Agreement between PRCC
               and Steven Sion dated February 2, 2001. (incorporated herein by
               reference to Exhibit 10.358 to the Annual Report on Form 10-K for
               fiscal 2000).

10.340         9% Convertible Debenture Due July 17, 2001 between PRCC and IIG
               Equities. (incorporated herein by reference to Exhibit 10.359 to
               the Annual Report on Form 10-K for fiscal 2000).

10.341         9% Convertible Debenture Due July 17, 2001 between PRCC and Chris
               Briggs. (incorporated herein by reference to Exhibit 10.360 to
               the Annual Report on Form 10-K for fiscal 2000).

10.342         9% Convertible Debenture Due July 17, 2001 between PRCC and JRT
               Holdings. (incorporated herein by reference to Exhibit 10.361 to
               the Annual Report on Form 10-K for fiscal 2000).

                                      E-35

<PAGE>


10.343         9% Convertible Debenture Due July 17, 2001 between PRCC and
               Cristobal Garcia. (incorporated herein by reference to Exhibit
               10.362 to the Annual Report on Form 10-K for fiscal 2000).

10.344         9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and George T. Heisel, Jr.
               (incorporated herein by reference to Exhibit 10.363 to the Annual
               Report on Form 10-K for fiscal 2000).

10.345         9% Convertible Debenture Due July 17, 2001 between PRCC and
               Christopher Mehringer. (incorporated herein by reference to
               Exhibit 10.364 to the Annual Report on Form 10-K for fiscal
               2000).

10.346         9% Convertible Debenture Due July 17, 2001 between PRCC and
               Robert Del Guercio. (incorporated herein by reference to Exhibit
               10.365 to the Annual Report on Form 10-K for fiscal 2000).

10.347         Convertible Debenture Due July 17, 2001 between PRCC and Joseph
               Chazanow. (incorporated herein by reference to Exhibit 10.366 to
               the Annual Report on Form 10-K for fiscal 2000).

10.348         Agreement dated March 20, 2001, between PRCC and Astor Capital.
               (incorporated herein by reference to Exhibit 10.367 to the Annual
               Report on Form 10-K for fiscal 2000).

10.349         Joint Venture Contract between Shenyang Dongyu Group Co. Ltd. and
               Dasibi Environmental Corp. dated September 6, 2000. (incorporated
               herein by reference to Exhibit 10.368 to the Annual Report on
               Form 10-K for fiscal 2000).

10.350         Binding letter of Intent dated March 19, 2002, by and between
               PRCC and Steven Sion. (incorporated herein by reference to
               Exhibit 10.1 to the Current Report on Form 8-K filed on March 22,
               2002)

21             List of Subsidiaries.



* filed concurrently herewith.

                                      E-36