U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)
{X}      Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 (Fee  Required) for the fiscal year ended December
         31, 1999

{ }      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 (No Fee Required)

                      Pollution Research and Control Corp.
                      ------------------------------------
           (Name of Small Business Issuer as Specified in its Charter)

         California                                            95-2746949
         ----------                                            ----------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification Number)

506 Paula Avenue, Glendale, California                           91201
--------------------------------------                           -----
(Address of Principal Executive Offices)                       (Zip Code)



Small Business Issuer's telephone number, including area code (818) 247-7601
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
                           --------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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 the Form 10-KSB or any amendment to
this Form 10-KSB {X}.

Small Business Issuer's revenues for its most recent fiscal year: $7,314,976.

The aggregate market value of the voting stock held by non-affiliates of the
Small Business Issuer, computed by reference to the average bid and asked prices
of such stock on April 6, 2000 was $12,000,000.

Total number of pages - 396                 Exhibit Index is located at Page E-1

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

                                        1


<PAGE>



                      POLLUTION RESEARCH AND CONTROL CORP.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 1999

                                TABLE OF CONTENTS

Part I                                                                      Page
                                                                            ----

         Item 1.     Description of Business                                  4
                     General                                                  4
                     History of the Company                                   4
                     The Air Pollution Industry                               5
                     Instrument Market                                        6
                     Control Market                                           6
                     Governmental Approval                                    7
                     Governmental Regulation and Enforcement                  8
                     Company Products                                         8
                     Marketing and Sales; Backlog                             9
                     Foreign Sales                                           10
                     Manufacturing and Purchasing                            10
                     Research and Development                                11
                     Employees                                               11
                     Competition                                             11
                     Intellectual Property                                   12

         Item 2.     Description of Properties                               12

         Item 3.     Legal Proceedings                                       12

         Item 4.     Submission of Matters to a Vote of Security Holders     13

Part II.

         Item 5.     Market for Common Equity and Related Stockholder
                     Matters                                                 14

         Item 6.     Management's Discussion and Analysis or Plan of
                     Operation                                               14
                     Liquidity and Capital Resources                         16
                     Seasonality                                             17
         Item 7.     Financial Statements                                    17

         Item 8.     Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosures                    17

                                        2


<PAGE>

                                    TABLE OF CONTENTS

                                       (continued)

Part III                                                                   Page
                                                                           ----

         Item 9.     Directors, Executive Officers, Promoters
                      and Control Persons;
                     Compliance with Section 16(a) of the Exchange Act      18
                     Directors, Executive Officers and Key Employees        18
                     Family Relationships                                   18
                     Business Experience                                    18
                     Section 16(a) Beneficial Ownership
                      Reporting Compliance                                  20


         Item 10.    Executive Compensation                                 20
                       Executive Compensation                               20
                       Compensation of Directors                            21
                       Employment Agreements                                21

         Item 11.    Security Ownership of Certain Beneficial Owners and
                     Management                                             22

         Item 12.    Certain Relationships and Related Transactions         23

         Item 13.    Exhibits and Reports on Form 8-KA
                         (a)   Exhibits                                     24
                         (b)   Reports on Form 8-KA                         24



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<PAGE>

Item 1. Description of Business

General

     The Company's core business for over twenty years has been primarily 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," through its wholly-owned subsidiary,
Dasibi Environmental Corp. The Company's products are generally used to measure
air pollution levels in geographic areas which range in size from small
industrial sites to entire states or countries. The Company also supplies
computer-controlled calibration systems that verify the accuracy of its
instruments, data loggers to collect and manage pollutant information and final
reporting software for remote centralized applications, which is classified as
"core business related." Currently, the Company's primary market focus for its
core business is The People's Republic of China. See "History of the Company and
Recent Developments."

History of the Company and Recent Developments

     The Company was organized as a California corporation on December 24, 1971,
under the name of "A.E. Gosselin Engineering, Inc." as a wholly-owned subsidiary
of "Pollution Research and Control Corp." ("PRCC"), a California corporation
co-founded in 1966 by Albert E. Gosselin, Jr., the Company's President and Chief
Executive Officer, and his wife, Barbara Gosselin, an executive officer and
director of the Company. Mr. and Mrs. Gosselin founded the Company to design,
manufacture and market air pollution monitoring equipment for ambient air (i.e.,
the surrounding air) as distinguished from the customer stack source monitoring
systems then being designed, manufactured and sold by PRCC. The name of the
Company was changed to "Dasibi Environmental Corp." on March 22, 1973.

     The Company was operated as a wholly-owned subsidiary of PRCC until its
initial public offering of securities in May 1985. In 1984, PRCC discontinued
its research and development activities and assigned them to the Company. From
1984 through May 1985, PRCC acted primarily as a holding company for the Company
and Applied Conservation Technology, Inc. ("ACT"), then a wholly-owned
subsidiary of PRCC engaged in the business of providing environmental impact
reports to electric utilities. ACT was purchased by its management from PRCC in
November 1986. Gary Dudley, a director and former Vice President of the Company
and a former executive officer and director of PRCC, has been the President and
a principal shareholder of ACT, a diversified environmental consulting firm now
located in Westminster, California, since November 1986. (See Item 9.
"Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act - Directors, Executive Officers and Key
Employees.")

     The Company changed its name to "Pollution Research and Control Corp.," the
name of its former parent, PRCC, in November 1989. In January 1990, the Company
acquired all of the issued and outstanding shares of Common Stock, $1.00 par
value per share, of an inactive California corporation, organized by Mr. and
Mrs. Gosselin as co-founders under the name of "Baral Engineering, Inc." in July
1976, which changed its name to "Dasibi Environmental Corp." ("Dasibi") in
January 1990. All of the Company's operations were transferred to Dasibi
subsequent to the acquisition. Also in 1990, the Company changed its fiscal year
from June 30 to December 31.


                                        4


<PAGE>

     In January, 1998, the Company began a reorganization program. The Company's
management believed that it could secure long-term contractual business in The
People's Republic of China ("China") sufficient to allow expansion of the
Company's business independent of competitive price pressures which have been
experienced since 1994 (see "Instrument Market" under this Item 1).

     In June 1998, the Company signed a $5.1 million dollar contract with China
to supply air monitoring equipment and software in integrated systems to
monitor, report, and predict on 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. The effective starting date was coincident with the
Company's arrangement of U.S. Bank and Export-Import (Ex-Im) guarantee for
financing which occurred in June 1999. A multitude of "firsts" or learning steps
for all parties involved contributed to the length of the financing period.
During this time, in March, 1999 the Company signed a letter of intent in
Beijing, China with The State Environmental Protection Agency for Phase II , an
additional 20 to 25 cities including expansion of the network of the eleven
cities of Phase I.

     An indicated date for the contract signing of Phase II is April, 2000 and
at this time appears likely. Since the Company has chosen to focus primarily on
the China market, it is vital that a continuous flow of business be obtained. To
date, this has not been the case and a need for a high level of staffing
continuously has contributed to a profit and loss "checkerboard" pattern.
Management believes that award of Phase II with such potential side effects as
position for future phases and possible joint venture projects in China would
allow continuous profitable operation. Loss of Phase II would have a material
adverse effect on the Company.

The Air Pollution Industry

     Air pollution consist of certain gases or particles, generally the products
of combustion or other industrial processes, which are or may be hazardous to
human health. Pollutants include carbon monoxide, ozone, oxides of sulfur and
nitrogen, hydrogen sulfide and particles. Small amounts of these pollutants,
such as a few parts per million or part per billion, may be harmful. The
instruments produced and sold by the Company, the "core business" detect and
measure these pollutants and are also utilized in calibrating other pollution
measurement equipment. Any systems or processes such as the Company's "flue gas
purification system" patent employ chemical and mechanical means to remove these
same pollutants from combustion exhaust gases. (See "Research and Development"
under this Item 1. "Description of Business").

     Industrial entities require equipment to detect the presence and measure
the level of pollutants in order to comply with governmental regulations and
government regulatory agencies require equipment to enforce governmental
standards. Currently, international priority has been given to control (and
therefore to monitor) such gaseous pollutants as sulfur dioxide, oxides of
nitrogen, carbon monoxide, ozone and particulates (suspended dust).

     Although manual sampling of both gases and particulates is still performed
routinely, improvements in the reliability and accuracy of automated, continuous
monitoring equipment, such as that manufactured and sold by the Company, have
made manual sampling less desirable and automated monitoring increasingly
common.
                                        5


<PAGE>


     In basic continuous monitoring instruments, ambient air is taken into a
manifold, the function of which is to direct a fast-moving stream of ambient air
to the monitor. The instrument may use a filter to remove particulates or
scrubbers to remove gasses that might interfere with accurate measurement of the
pollutant. The pollutant is then introduced into a measurement cell environment
where it undergoes a chemical or physical reaction, the output of which can be
converted to an electrical signal which, in turn, can be read locally or
transmitted to some remote monitoring plant or computer. Measurement cells can
be based in many different methods for the detection of the pollutants of
interest. Thus, an instrument designer may have many different methods available
by which a pollutant may be identified and measured.

     Some methods used by the Company are flame photometry (wherein
concentrations of gaseous elements are measured by burning them and optically
observing the color and intensity of the flame generated thereby), infrared
absorption (wherein concentrations of infrared absorbing gases are measured by
detecting changes in intensity of a radiation beam closed cell),
chemiluminescence (wherein a chemical generates a light or a wave length
measurable by a photo multiplier tube), ultraviolet spectroscopy (wherein the
pollutants' decrease in ultraviolet light intensity is converted by a
photoelectric detector to an electric signal) and beta ray attenuation (wherein
a radioactive source's beta ray emanation is reduced in direct proportion to the
mass of a particle).

Instrument Market

     The air pollution monitoring equipment market includes two markets: (i)
source instrumentation for monitoring the source's pollutant emissions as they
are discharged into the air and (ii) ambient air for instrumentation for
monitoring ambient air pollution. The two markets are quite different in that
source instrumentation is generally not subject to rigid governmental-imposed
guidelines because of the difficult analyses involved, while ambient air
instruments are subject to rigid governmental guidelines because the pollutants
are easier to define and measure. Since 1994, the ambient market worldwide
except for China, India, and the Philippines has approached saturation with
extremely competitive bid situations which have significantly impacted gross
profit margins. Since 1994, the Company has focused a majority of its world-
wide marketing budget and effort to China, for cost efficient effect to improve
gross profit margin. In 1998, the Company directed its entire marketing effort
to China.

     Generally, the Company sells its instruments for use in systems for the
measurement of ambient air pollution. In a system, air pollution monitoring
instruments are united with additional equipment to provide a comprehensive
measurement unit. In an ambient air instrumentation system, the monitoring
instrument is combined with a manifold intake, a calibrator and data
transmitters. The system samples the ambient air, measure the pollutants and
transmits the data. The Company designs and manufactures all instruments used in
a system, including the data tabulation and transmission devices.

Control Market

     The air pollution control market makes only minimal use of measurement
instrumentation. This market is concerned with "purification" of exhaust gases
emanating from combustion-related or even chemical-only processes. The

                                        6


<PAGE>


"purification" process consists of using various types of equipment which may or
may not involve catalysts and/or reagents to cause reactions and/or mechanical
removal of a high percentage of selected air pollutants. The highest percentage
obtainable will relate, at any given time, to the state-of-the-art of the
technology involved and the economics of implementing the technology. The market
is old, in essence dating to the beginnings of the industry when soot collectors
were first installed on combustion chambers. However, the market size is
embryonic since technology has not materially advanced and implementation
remains costly so as not to allow any generally accepted control of source
pollutants. The Company filed a patent application in April 1994 for a "flue gas
purification system," which issued in 1996, and a second patent issued on the
system in March, 1999, however, the commercial viability of a market for this
invention is not assured. (See "Research and Development" and "Intellectual
Property" under this Item 1. "Description of Business.")

Governmental Approval

     The Environmental Protection Agency (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
which 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. Such 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 such 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.

     Each of the Company's models of ozone monitors and its sulfur dioxide and
oxides of nitrogen monitors have been approved as equivalent methods by the EPA.
Additionally, the Company's carbon monoxide have been approved as equivalent
methods by the EPA. The Company is currently testing a particulate analyzer
(beta ray attenuation) for approval as an equivalent method by the EPA. The
Company has never had, or been threatened with, a recall as the result of
subsequent testing by the EPA of a production model of any of its instruments.

     The Company believes that, as the performance of air monitoring equipment
improves and monitoring technology becomes available in the market, government
regulatory agencies tend to adopt regulations requiring the use of such
technology. The Company has never been required to modify or discontinue any of
its products as a result of improved technology. However, there can be no
assurance that future technological improvements will not mandate changes in, or
cause the obsolescence of, Company products.


                                        7


<PAGE>


Governmental Regulation and Enforcement

     Legislation requiring more precise air pollution monitoring and enforcement
is increasing as the sophistication of the technology improves and as concern
for the environment, particularly the depletion of the ozone layer, becomes more
acute. The Clean Air Act and the Clean Air Act Amendments of 1990 (the "1990
Amendments"), require increased control of industrial air pollution and
represent an increasing threat of shut-down for U.S. industrial concerns which
fail to obtain necessary permits and engage in other conduct violative of the
legislation. Because increased control requires increased management and
monitoring of air pollutants by government and industry, the Company expects,
but cannot assure, an increasing market for its products. Company management
believes that governmental enforcement policy also has a significant effect on
the demand for the Company's products. A relaxation during 1982 in the federal
enforcement of governmental standards resulted in a decrease in demand for the
Company's products. Since then, the worldwide trend toward increasingly
stringent environmental standards for industrial air pollution together with
stricter governmental enforcement of environmental regulations, is expected by
management to cause continued expansion of segments of the analytical
instruments market and a continued increase in demand for the Company's
products. In essence, the Company furnishes a product that the customer does not
want to buy voluntarily. In previous years, price difference was not significant
to the selection process. Since 1994, sizeable discounts have become significant
to the purchasers.

Company Products

     In 1972, the Company developed, and in 1974 initially marketed, the first
ultraviolet ozone monitor, of which eight models are currently marketed by the
Company, including high concentration, manual, remote and
microprocessor-controlled versions. The Company will continue to seek to develop
new versions of its basic model of ozone monitor, but does not expect any change
in the basic principle upon which the instrument operates. Since 1974 the
Company has been generally considered the leader in ozone measurement technology
in the world.

     The Company developed microprocessor-controlled carbon monoxide, sulfur
dioxide and oxides of nitrogen monitors in 1981, 1986 and 1987, respectively.

     Calibration equipment, which is utilized to independently verify the
measurements made by other monitoring equipment, was first manufactured and sold
by the Company in 1976 and known as the "Auditor," was followed by a
manually-operated, portable model which performs similar functions. In 1990,
both of these models were superseded by the Company's Model 5008
state-of-the-art, programmable calibration equipment.

     The Company completed development, in 1991, of a Model 7001 beta-gauge to
measure sub- micronic particulates, a Model 8001 data-logger to gather and
transmit measured air pollutant information.

     In February 1994, the Company acquired the technology and inventory of the
Byron Hydrocarbon Analyzer line which resulted in a completion of the ability to
offer a System 1000. This analyzer is a micro- processor controlled, gas
chromatograph type methane, non-methane analyzer designated as Model 302.

                                        8


<PAGE>


     All instruments plus proprietary reporting and predictive software (See
"Research and Development") comprise a System 1000 which can serve as a
stand-alone satellite in a regional monitoring network.

     The Company offers a two-year warranty on all of its instruments, with the
exception of certain components, such as lamps, which have short lives. With
respect to such components, the Company passes on to the customer the warranty
(usually one year) which it receives from the manufacturer. The Company's
warranty provides for repair or replacement of defective products. During each
of the last five fiscal years, the Company has been required to honor its
warranty with respect to less than 0.3% of total instruments sales during each
such year.

Marketing and Sales; Backlog Instruments

     The marketing and sales activities of the Company include advertising by
mail and in trade journals (primarily Pollution Equipment News and Air Pollution
Control Association Journal) and attendance and exhibition at worldwide air
pollution conferences. The Company attends the annual conference of the Air
Pollution Control Association as well as worldwide conferences. The Company's
core business instruments have been sold to customers world-wide, including
industrial manufacturers; federal, state, city, local and foreign governmental
agencies; major industrial companies; and educational and research institutions
in over 30 countries. Sales made in the United States are handled directly by
the Company's sales staff. Nearly all of the Company's foreign sales are made to
distributors who, in turn, resell to the end users. The Company sells to these
distributors at a discount from the listed price. Management believes that,
normally, the loss of a distributor who may account for a large percentage of
sales would have little impact on net revenues as the end users of the Company's
products could be transferred to new distributors.

     An exception in foreign sales is China. Here the Company's distributor
serves a dual role with primary emphasis on a role as a representative, when the
Company sells direct to the government. The recent China contract (See "Foreign
Sales") is a direct sale. Further, it is expected that a loss of this
distributor or representative would have a materially adverse impact on the
Company's revenues.

     Historically, foreign sales represented approximately 50 percent of the
Dasibi Environmental subsidiary - the core business. Currently foreign sales
account for approximately 85%. In 1999, one customer, China, accounted for 67%
of the sale of the Company products.

     The Company's core business sales in the export market are evenly
distributed among all of its products. Export sales are billed and paid in
United States dollars only. In 2000, it is expected that one customer, China,
may account for as much as 90% of the sale of the Company products.

     The Company's core business instruments have been sold during the past 10
years to over 500 customers in the U.S. and over 30 foreign countries and have
been made up of a small percentage (3% to 5%) industrial manufacturers of
Fortune 500 size, and the remaining percentage in state, city, local, federal,
foreign governmental agencies, and educational and research institutions. The
technological life of the largest selling instrument of the Company to nearly
all of the referenced customers - the 1003-AH Ozone Monitor, is thirty years and
counting - still ordered currently. Since 1994 a competitive price pressure by

                                        9


<PAGE>



large instrument manufacturers has resulted in continually declining sales with
a corresponding loss in the total number of customers each year. Therefore while
the percentages indicated above are fairly stable, the Company has reorganized
to focus its marketing and sales efforts to a single, but largest market in the
world. The Company now has a "base" core business of customers in the U.S. and
around the world which is relatively small but requires only minimum marketing
effort, and a potentially large China business which can be pursued efficiently.

     Historically, none of the Company's business has been subject to the
re-negotiation of profits, and no government orders have ever been terminated.
The indicated core business backlog at December 31, 1999 was approximately
$400,000 which amount the Company considers immaterial. However, the Company has
a letter of intent from China for approximately 10 to 12 million dollars. The
Company believes that the contract will be signed during April, 2000 and that
the project can be commenced no later than July, 2000. Commencement of the
project before the end of July in the year 2000 is a material condition to the
Company's profitability or loss status for the year 2000.

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,
                                                              ------------
                                                           1999          1998
                                                           ----          ----
                                                              (In thousands)
 Aggregate sales to unaffiliated foreign customers:

 Europe and The United Kingdom                            $  358         $ 987

 Asia and Pacific Rim                                     $5,200         $ 934

 Latin America & Other                                    $  173         $ 397



     During the fiscal year ended December 31, 1998 no one customer accounted
for more than 10% of net sales. During fiscal 1999 China accounted for more than
65% of net sales.

     Historically, backlog has not been significant to the Company's operations
because orders usually require delivery in 45 to 60 days. As of December 31,
1999, the Company had approximately $400,000 in "firm" orders which required
delivery in 90 days or less, a backlog which the Company does not consider
significant.

Manufacturing and Purchasing

     The Company manufactures many components and subsystems for use in its
products, including critical optical components and analog and digital

                                       10


<PAGE>


circuitry. 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 the Company are
either available from a number of different suppliers or alternative sources
could be developed without a materially adverse effect on the Company's
business. However, the availability and quality of certain key instrument
components, such as printed circuit board designs and lamps, are controlled by a
limited number of vendors. A vendor's inability to supply these components to
the Company in a timely fashion, or to the Company's satisfaction, can affect
the Company's ability to deliver its instruments on time.

Research and Development

     Historically, the Company has been actively engaged in research and
development in order to produce new products. However, the competitive price
pressures experienced by the Company since early 1994 have sharply limited the
new product development to areas of software as opposed to hardware. Developed
over the past three years, DECS (Dasibi Environmental Central Software) is a
Windows-based, network control and reporting program for multi systems of
pollutant analyzers and ancillaries. Similar programs exist but management
believes none are under single manufacturer design and responsibility. Within
the same constraints, the Company is developing predictive pollutant modeling
programs.

     Because of competive price pressure budget restraints, the Company has been
limiting Flue Gas Purification System development work.

Employees

     As of April 6, 2000, the Company had 45 full-time employees, of whom 5 were
engaged in administration, 7 in engineering, 31 in manufacturing and 2 in sales
and marketing. None of the Company's employees are represented by a labor union.
The Company has never had a strike or lockout and considers its employee
relations to be good.

Competition - Instruments

     The Company is the smallest competitor in the ambient air pollution
instrumentation market. Therefore, it is subject to the effects of
better-financed competitors and their research and development efforts, and
price discounting. The Company competes on the basis of technical advances in
its products and its reputation among customers as a quality provider of
products and services. To a lesser extent, the Company competes on the basis of
price.

     Although the Company is not aware of any other company that competes with
it in all of its product lines and software capabilities, all of its competitors
have resources substantially greater than those of the Company. There are also
smaller companies that specialize in a limited number of the types of products
manufactured by the Company. The Company's primary competitors in the domestic
market are Thermo Instrument Systems, Inc. ("Thermo Instrument Systems") and
Monitor Labs, Inc. ("Monitor Labs"). In the foreign market, the Company's
primary competitors are Thermo Instrument Systems, Monitor Labs, Environnement
S.A of France ("Environnement") and Horiba Instruments ("Horiba Instruments.")


                                       11


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Intellectual Property

     Although the Company obtained patents for its ozone monitor and various
techniques in instrument design, it has generally been the Company's 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 the Company, all of which have expired, are not deemed by management
to be significant to the Company's business operations or potential success. The
Company has no federal or state registered trademarks and no franchises or
concessions. The Company has common law rights to the trademark "Dasibi."

     Albert E. Gosselin, Jr., the Company's co-founder, has, for the past
several years, devoted personal research time to developing an innovative, cost
conscious system for purifying exhaust gases. His efforts resulted in the filing
of a patent application for such system on behalf of the Company in April 1994,
subsequently granted in September 1996, and a second grant in March, 1999, both
assigned to the Company for $1.00.

Item 2. Description of Properties

     In July 1994, the Company moved its administrative, instrument
manufacturing and employee facilities to 39,070 square feet, increased to 45,000
square feet in 1997, at 506 Paula Avenue, Glendale, California. The Company
leases the space from an unaffiliated third party for a term of ten years
commencing as of July 1, 1994, at a base rent of $24,223 per month plus
operating costs and taxes, with a provision for increases in the base rent
related to increases in the Consumer Price Index to the present rent of $31,000
per month. The Company utilizes most of its existing office and manufacturing
space and believes that such space is more than adequate for its needs for the
foreseeable future.

Item 3. Legal Proceedings

New Era Capital, Inc. vs PRCC, DEC
----------------------------------
Case No. E0028408

     In November, 1999, Barry Soltani, a Director of the Company, filed a
lawsuit against the Company alleging that certain monies are owed to him by the
Company. The Company estimates Mr. Soltani's claim as approximately $100,000.
The Company has answered the complaint, asserted a number of defenses and
intends to defend itself vigorously in this matter. In December, 1999 the
Company filed a cross complaint against Mr. Soltani alleging, among other items,
that Mr. Soltani had breached his fiduciary duties as a Director.


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<PAGE>




Soltani, Etemad, Pic Computers etal vs PRCC, DEC
------------------------------------------------
Case No. BC227020

     In April, 2000, the above plaintiffs filed a lawsuit against the Company
alleging breach of contract and fraud surrounding the purchase and return of a
training facility or business property in Macau, China. The Company is unable to
evaluate the value of the claim at this time. The Company has not yet answered
the Complaint but believes it has a number of defenses in this matter and
intends to defend itself vigorously. See Item 12. "Certain Relationships and
Related Transactions."

Taylor, Taylor & Dreifus vs PRCC
--------------------------------
No. 99-1100-CA01 Circuit Court Escambia, Florida

     In June, 1999, a lawsuit was filed against the Company by Taylor, Taylor, &
Dreifus, a Florida general partnership alleging default by the Company under a
promissory note and failing to make lease payments, all relating to the Nutek
subsidiary bankruptcy of 1998. The amount of claim is estimated at $300,000. The
Company is vigorously defending the litigation and has 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
Nutek business. No discovery has taken place at this time.

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

     Not Applicable.

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<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     The Company's Common Stock is traded over-the-counter in the NASDAQ System
as NASDAQ Small Cap securities under the symbol "PRCC." Set forth below are the
high and low closing bid quotations in the over-the-counter market for the
Common Stock as reported by the relevant market makers for fiscal years 1999 and
1998. Quotations represent inter-dealer quotations, without adjustment for
retail mark-ups, mark-downs or commissions, and may not necessarily represent
actual transactions.

                            Fiscal 1999                      Fiscal 1998

Quarter Ended         High Bid      Low Bid          High Bid          Low Bid
-------------         --------      -------          --------          -------
Common Stock:
March 31               $2.00         $  .88           $4.52             $2.52
June 30                 2.38           1.06            3.13              2.48
September 30            3.87           1.81            2.25               .26
December 31             2.91           1.56            1.25               .56

     As of April 6, 2000, the approximate number of shareholders of record of
the Company's Common Stock was 1,100. The Company has never paid or declared any
dividends on its Common Stock and does not anticipate paying dividends in the
foreseeable future.

     A one for four reverse split of the Company's Common Stock was approved by
shareholders during 1998 and all values pertaining to the Company's stock have
been adjusted in this report. As of April 6, 2000, there are 4,235,085 shares of
Common Stock outstanding, 1,093,206 warrants and 784,625 options.

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

1999
----

     The Company has been in a transitional operation phase since early 1998.
Recent years have indicated that the Company's "base" core business is in the
range of $2.6 million in revenues. During 1998, the Company demonstrated a
self-sustaining break-even operation at this revenue with a total staff of 20
personnel. To handle the large China orders which are, at present,
unpredictable, a total staff of 45 minimum is indicated. Therefore, until a
"steady-state" flow of revenue from China is reached a monthly loss situation is
expected for portions of each year. "Ramping-up" is not feasible in the
employment market for technical personnel as has existed during the past
eighteen months in the United States. Management believes that acceptance of a
staggered profit-loss monthly operation is necessary to properly access the very
large China market. In 1999, management estimates seven of the twelve months
could be considered as accepted high fixed expense months in this transition
effort. In 2000, each month to date has also been an accepted high fixed expense
month with no China activity.

                                       14


<PAGE>


     Financing when needed, even in the form of State or Federal guaranteed
loans involves lending institutions' extremely high management fees.
Non-guaranteed loans demand extremely high interest rates. Finally, equity
placements require significant discounts and incentives.

     The combination of accepted high fixed expense months described above and
the aforementioned high expenses associated with access to capital tend to lower
the possible operational performance of fiscal 1999 and any subsequent year that
may have minimum China market activity. Pro-formas for specific China
performance have been and will continue to be used as a guide for maintaining
acceptable gross profit margins.

     Net revenues in 1999 were $7,314,975 compared to $2,807,511 in 1998, a 161%
increase. The increase was entirely due to China business. The revenues for the
"base" core business were essentially the same as the year before.

     Gross margin was 30% of consolidated net revenues in 1999 compared to 35%
of the consolidated revenues of 1998. The gross margin during the five months of
full China operation has been estimated at approximately 44%, from pro-forma
analysis.

     Selling, general and administrative expenses increased from a consolidated
$1,583,679 in 1998 to $2,952,652 in 1999 due to increased staffing, related
expense and commissions. A higher level of promotional charges during no China
operation contributed an increase of approximately $246,000 in 1999, over 1998.
The remaining increase is primarily due to an increase in commission and freight
which is directly related to the increase in revenues.

     Research and development expense increased from $20,175 in 1998 to $70,830
in 1999 due to in-house technological advances in the Company's system work.

     Interest expense increased from $27,961 in 1998 to $336,675 in 1999,
primarily due to the Company's inability to obtain bankable financing for higher
levels of working capital required.

     Management fees from lending institutions (non-bankable penalties) were
approximately $400,000 and is not comparable to 1998. Amortization of loan fees
was $359,106. The combination of these factors amounted to approximately
$760,000.

     Management believes that the Phase II contract in excess of $12 million
will be awarded to the Company in April, 2000 and it is believed the project can
be commenced within 60 days of the contract signing. Based on 1999 pro-forma
analysis,over six months of China operation in 2000 should result in a
profitable year-end. Further, the balance of the project extending into 2001 and
currently indicated non- related China Phase II awards along with a strong
indication of joint venture manufacture in China commencing in June, 2001 given
extremely high probability of year round gross profit margins in the range of
44% which historically has proven profitable to the Company.


                                       15


<PAGE>


     The Company, at December 31, 1999, has an approximate net operating loss
carry-forward of $6 million.

     Based on the pro-forma 1999 results of the China operations and the above
forecast, management believes that a deferred tax credit applied to its
operating situation wherein as planned expenses for increased revenue and gross
profit margin have been accepted and therefore a deferred tax credit is
appropriate.

     The approximate $6 million net operating loss carry forward resulted in a
$2,659,000 tax credit and was applied as a 1999 income tax benefit as an asset
and an increase to operating income.

     Primarily as a result of the use of the loss carry forward, net income was
$1,125,637 in 1999 compared to a net loss of $1,588,746 in 1998.

     Proforma estimates on the Company's subsidiary operation indicate an
estimated $800,000 profit from core activities on revenues of $7,314,975
exclusive of financing limitations, excluding fixed expense of the non-China
operation for 7 months of 1999, and including accrued expenses for year 2000
related China operations.

1998 and Prior
--------------

     The Company's operating profit for fiscal 1994, 1995, 1996, 1997, and 1998
decreased significantly as compared to fiscal 1993. These declines were
principally because of significant competitive price pressure for the Company's
air pollution monitoring instruments, thus forcing the Company to lower its
domestic and foreign bids, reducing the number of the Company's bids awarded and
reducing the profit margin on the bids awarded to the Company. In the middle of
1996 two companies were acquired in an attempt to diversify the Company's
technology and to increase profit margins. The Company's revenue overall
increased in 1996 and 1997 due to these acquisitions, however, the profit margin
did not increase and the additional overhead continued the downward trend for
the Company. Beginning in the third quarter of fiscal 1994, the Company
implemented certain cost reduction measures in its operating expenses, suspended
major new product development efforts and scaled back its efforts to improve or
modify existing technologies in response to the competitive price pressures.
Throughout 1995 and 1996 the Company shipped record numbers of instrumentation
units, but continued competitive pricing pressure resulted in lowered gross
margins. In July 1996 the above acquisitions were completed. The program to
diversify was deemed unsuccessful and a reorganization was begun in early 1998
consisting of the disposition of acquired subsidiary assets and a reduction of
personnel. Management determined that the focus of its core business should be
redirected to an attempt to achieve designated vendor status in the People's
Republic of China. In June 1998 the Company was awarded the largest contract in
its history, in excess of $5 million dollars, in a designated vendor's status.
Due to banking factors outside of the control of the contractual parties no
China contract revenues were obtained during 1998.

Liquidity and Capital Resources

     The Company has historically financed operations through bank borrowings
and the issuance of common stock in both public and private offerings. Since the
Company has not been considered "bankable" the cost of money obtained from
financial institutions has been relatively expensive.

                                       16


<PAGE>

     Since January 1999, the Company has raised $1,210,654 in private placements
which has resulted in the issuance of 1,277,538 shares of Common Stock and
options and warrants for 867,538 shares.

     Working capital at December 31, 1999 was $1,346,211. Management believes
that the anticipated cash flows from operations will be sufficient to meet the
Company's cash needs for the next twelve months. As of April 6, 2000, the
Company had no material commitments for capital expenditures.

     During 1999 and to date the Company entered into several loans with varying
terms:

     A.   $300,000 in three one year loans maturing June 1, 2000 with interest
          rate at 12% with unaffiliated individuals.

     B.   One $500,000 Convertible Bond with interest at 18% due March 2000 and
          currently replaced with a $500,000 Convertible Loan with interest at a
          12% interest rate due December, 2000. Convertible at $2.25 or 80% of
          market price, whichever is lower - no conversion applied for to this
          date.

     C.   One $300,000 Convertible Bond with interest at 12% due June 1, 2000
          convertible at $2.25 or 80% of market, whichever is lower. 119,108
          shares have been converted to date at levels of $1.20 to $2.25.
          Balance of loan due is $75,000.

     D.   One $500,000 Convertible Bond with interest at 12% due March 2001.
          Convertible at $2.00 or 80% of market price, whichever is lower - no
          conversion applied for to this date.

     Management believes that all of the above debt instruments can be satisfied
or restructured if necessary.

     Cash increased from $63,952 at the end of 1998 to $214,206 at the end of
1999.

Seasonality

     Management does not believe that the Company's business is seasonal.

Item 7. Financial Statements

     The Company's Financial Statements and the related Notes thereto are set
forth at pages F-1 through F-21.

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

     Not applicable.

                                       17


<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
the directors, executive officers and key employees of the Company and Dasibi
Environmental Corp.

         Name               Age       Position(s) With Company And Dasibi
         ----               ---       -----------------------------------

Albert E. Gosselin, Jr.      67       President, Chief Executive Officer and
                                      Chairman of the Board of Directors,
                                      President  Dasibi
Donald R. Ford               72       Chief Financial Officer
Cynthia L. Gosselin          38       Operations Manager of Dasibi
Marcia A. Smith              61       Director of Pollution Research and Control
                                      Corp.; Manager of Administration of Dasibi
                                      Environmental Corp.
Gary L. Dudley               62       Director, Chairman & CEO of Dasibi
                                      Environmental Corp.
Craig E. Gosselin            40       Director, Director of Dasibi Environmental
                                      Corp.
Barry Soltani                43       Director


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

Family Relationships

     Albert E. Gosselin, Jr., is the parent of Craig E, and Cynthia L.,
Gosselin, both of whom are adults. All of the foregoing are presently serving as
executive officers and/or directors of the Company. Except as set forth herein,
no family relationship exists between or among any director or executive officer
or the Company.

Business Experience

     Albert E. Gosselin, Jr., has served as the President, Chief Executive
Officer and Chairman of the Board of Directors of the Company (formerly "Dasibi
Environmental Corp." and "A.E. Gosselin Engineering, Inc.") and Dasibi (formerly
"Baral Engineering, Inc."), corporations which he co-founded with Barbara L.
Gosselin, since the organization of those corporations in December 1971 and July


                                       18


<PAGE>


1976, respectively. Barbara L. Gosselin resigned as a Director on August 12,
1999 after being elected at the Annual Shareholders Meeting. He also served as
the President, Chief Executive Officer and Chairman of the Board of Directors of
the Company's former parent corporation, a corporation also named "Pollution
Research and Control Corp. ("PRCC") which he co-founded with Mrs. Gosselin under
the name of "A.E. Gosselin Engineering Co.," from its inception date in 1966
through the date of its spin-off in October 1986. Mr. Gosselin also served as
the President, Chief Executive Officer and Chairman of the Board of Directors of
Applied Conservation Technology, Inc. ("ACT"), a former wholly-owned subsidiary
of Pollution Research and Control Corp. engaged in the business of providing
environmental impact reports to electric utilities, together with the Company,
from 1980 through the date of the purchase of ACT by its management from PRCC in
November 1986. ACT is presently a diversified environmental consulting firm
owned and managed by Gary L. Dudley, a Company director, and other members of
management. Mr. Gosselin received a Bachelor of Science in mechanical
engineering from Loyola University, Los Angeles, California, in 1954. He has
been a registered mechanical engineer in the State of California since 1959.

     Donald R. Ford has served as a Director of the Company in the 1970's and
has served as a director and corporate officer of several private companies
since 1975. After leaving Price Waterhouse (now Price Waterhouse Coopers) in
1957 he practiced as a Certified Public Accountant primarily as a financial and
business consultant to domestic and international companies. He received a B.S.
in Marketing from the University of California, Berkeley in 1952.

     Cynthia L. Gosselin served as the Chief Financial Officer of the Company
and Dasibi from May 1990 to January 1998, when she resigned those positions and
became Operations Manager of Dasibi and the Company. Additionally, she has acted
as Dasibi's Purchasing Agent since May 1990. She was employed by Dasibi in
various capacities, including Production Manager, from 1983 through April 1990.
Ms. Gosselin received a B.S. in business from the University of California at
Long Beach in 1982.

     Marcia A. Smith has served as a director of the Company and Dasibi since
May 1990. She has been employed as the Manager of Administration and in various
other capacitities with Dasibi since 1979.

     Gary L. Dudley has served as a director of the Company during the periods
since June 1991 and from 1980 through January 1991, and he served as the
Company's Vice President from 1979 through November 1986. Mr. Dudley also served
as an executive officer and a director of PRCC, the Company's former parent
corporation, from 1984 through the date of the spin-off of PRCC in October 1986.
Mr. Dudley has been the President and a principal shareholder of ACT, now
located in Westminster, California, a diversified environmental consulting firm
formerly wholly-owned, together with the Company, by PRCC, since the purchase of
ACT by its management from PRCC in November 1986. He served as ACT's Vice
President from 1980 through 1986. From 1962 through 1978, Mr. Dudley was
employed in various engineering- related positions by Southern California Edison
Company, TRW Systems, McDonnell Douglas Corporation and North American Rockwell
Corporation. He received a Bachelor of Science in engineering from California
State University in 1962 and a Masters Degree in Mechanical Engineering from the
University of Southern California in 1966. Mr. Dudley is a registered mechanical
engineer in the State of California and a member of the Association of
Environmental Professionals.


                                       19


<PAGE>


     Craig E. Gosselin has served as a director of the Company and Dasibi since
October 1987. Mr. Gosselin is an attorney who has been licensed to practice law
in the State of California since 1984. He has served as the Vice President and
General Counsel of Vans, Inc., a publicly-held designer, distributor and
retailer of footwear, snowboard boots, apparel and related accessories located
in Santa Fe Springs, California, since July 1992. He received a Bachelor of
Business Administration from Loyola Marymount University in 1981 and a Juris
Doctor from Southwestern University School of Law in 1984.

     Barry Soltani received a PhD in economics from the University of
California, Riverside in 1989, his Master's from the University of California,
Riverside in 1983, and graduated from San Diego State University in 1981 with a
B.B.A. in economics. Dr. Soltani has been directly involved in funding for
industrial development projects in China and since 1993 has been an independent
consultant in corporate finance for joint ventures in China. Dr. Soltani has
served as a director of the Company since April 22, 1997. Since 1989 and to the
present, he has served as the President and a director of PIC Computers, Ltd.,
Macau, which is engaged in the marketing, resale and wholesale distribution of
computers and computer-related equipment.

 Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's 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
the Company. Executive officers, directors and greater than ten percent
shareholders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company, and
representations that no other reports were required during the fiscal year ended
December 31, 1999, the Company's executive officers, directors and greater than
ten per cent beneficial owners of its Common Stock, complied with all Section
16(a) filing requirements applicable to them.

Item 10.          Executive Compensation

         Executive Compensation

     The following table sets forth the total cash and non-cash compensation
paid by the Company for the fiscal years ended December 31, 1997, 1998, and 1999
to the Company's President and Chief Executive Officer who was the only
executive officer of the Company whose aggregate cash compensation exceeded
$100,000 for the 1999 fiscal year.


                                       20


<PAGE>
<TABLE>
<CAPTION>


                                       SUMMARY COMPENSATION TABLE
                                           Annual Compensation
                                           -------------------
                                                                                 Long Term
                                                                  Other      Compensation Awards
Name                                         Accrued  Accrued   Annual     Securities Underlying
& Principal Position         Year     Salary  Salary  Bonus  Compensation     Options/SARs(#)
--------------------         ----    -------  ------  -----  ------------    ----------------

<S>                          <C>     <C>       <C>       <C>        <C>              <C>
Albert E. Gosselin,Jr.       1999    $210,000  $97,866  -0-        -0-              -0-
President, Chief             1998    $202,223    -0-    -0-        -0-              -0-
Executive Officer &          1997    $151,000    -0-    -0-        -0-              -0-
Chairman of the Board
</TABLE>

The Company does not provide officers or employees with pension, stock
appreciation rights, long-term incentive or other plans.

Compensation of Directors

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

Employment Agreements

     The Company has employment agreements with Albert E. Gosselin, Jr., the
President, Chief Executive Officer and Chairman of the Board of Directors of the
Company, Cynthia L. Gosselin, and Marcia Smith. Mr. Gosselin's employment
agreement (the "Agreement") was first approved by the Board of Directors on July
30, 1987, and has since been extended through August 31, 2003. The Agreement, as
extended, provides for the payment to Mr. Gosselin of a base salary of $200,000,
$210,000, 220,000, 230,000, 240,000 and $250,000 during the one-year periods
ending August 31, 1998, 1999, 2000, 2001, 2002, and 2003 respectively. (See
"Executive Compensation" under this Item 10. "Executive Compensation"
hereinabove.) The Agreement further obligates the Company to permit Mr. Gosselin
to participate in the Company's Employee's Incentive Stock Option Plan and Group
Medical Plan and any other health, life insurance, group medical, disability
income insurance and/or stock option plan adopted by the Company. Under the
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 severance
payment equivalent to 2.99 times his current salary in the event of his
termination as President or Chief Executive Officer within eighteen months after
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 of Directors or the beneficial ownership of the Common
Stock, the sale of substantially all of the Company's assets or securities and
the material downsizing or dissolution of the Company. If such an event occurs
during fiscal 2000, Mr. Gosselin would be entitled to receive $657,800 as a
severance payment.


                                       21


<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of April 6, 2000, regarding
the ownership of the Company's Common Stock by each shareholder known by the
Company to be the beneficial owner of more than five percent of its outstanding
shares of Common Stock, each of the named executive officers, each director, and
all executive officers and directors as a group. Except as otherwise indicated,
each of the shareholders has sole voting and investment power with respect to
the shares of Common Stock beneficially owned.

<TABLE>
<CAPTION>

Name and Address of Beneficial Owner (1)       Amount Beneficially Owned         Percent of Class (2)
----------------------------------------       -------------------------         --------------------

<S>                                                     <C>                           <C>
Ronald Patterson                                        681,049    (3)                  16.0%

Britannica Assoc.                                       300,000    (4)                   7.0%

Albert E. and Barbara L. Gosselin, Jr.                  284,057    (5)                   6.7%

Lee N. Sion                                             286,000    (6)                   6.7%

Phillip Huss                                            320,948    (7)                   7.5%

Gary L. Dudley                                           47,500    (8)                   1.1%

Marcia A. Smith                                          30,320    (9)                    *

Craig E. Gosselin                                        16,250   (10)                    *

Barry Soltani                                              -0-                            *

All Executive Officers and Directors as
a Group (five persons)                                                                   8.9
</TABLE>

*    Less than one percent

(1)  The address of Mr. Lee Sion is P.O. Box 910, Glendale, California 91209.
     The address of Mr. Ronald Patterson is 17 Prestile Place, Robbinsville, NJ
      08691.
     The address of Brittanica Assoc. is 3rd Floor, Omar Lodge Building,
      Road Town, Tortola BVI.
     The address of Phillip Huss is 22 Cedar Court, Durango, Co 81301.
     The addresses of the rest of the individuals named above is 506 Paula
      Avenue, Glendale, California 91201.

(2)  Assumes the exercise of outstanding options and warrants specific to the
     referenced party, the denominator of which is made up of the outstanding
     shares of Common Stock plus those specific warrants and options.


                                  22


<PAGE>


(3)  Includes 187,858 shares of Common Stock issuable upon the exercise of an
     option owned of record by Ronald Patterson and exercisable within 60 days.

(4)  Represents 300,000 shares of Common Stock issuable upon the exercise of
     options owned of record by Brittanica Assoc. and exercisable within 60
     days.

(5)  Includes 73,250 shares of Common Stock issuable upon the exercise of
     options owned of record by Albert E. Gosselin, Jr. exercisable within 60
     days. Does not include a total of 44,263 shares of Common Stock owned of
     record collectively by Craig. E., Cynthia L., and Jennifer Gosselin, the
     adult children of Albert E. and Barbara Gosselin, Jr., as to which Mr. and
     Mrs. Gosselin disclaim any beneficial interest. Mrs. Gosselin holds shares
     of Common Stock in a revocable trust of Barbara L. Gosselin to which Mr.
     Gosselin disclaims any beneficial interest.

(6)  Includes 46,875 shares of Common Stock issuable upon the exercise of
     options owned of record by Lee N. Sion which are exercisable within 60
     days.

(7)  Includes 137,141 shares of Common Stock issuable upon the exercise of
     options owned of record by Phillip Huss and exercisable within 60 days.

(8)  Includes 27,500 shares of Common Stock issuable upon the exercise of
     options owned of record by Gary L. Dudley which are exercisable within 60
     days.

(9)  Includes 28,750 shares of Common Stock issuable upon the exercise of an
     option owned of record by Marcia Smith, and exercisable within 60 days.

(10) Craig E. Gosselin is the adult son of Albert E. and Barbara L. Gosselin,
     Jr., who disclaim any beneficial ownership of his shares and includes
     15,000 shares of Common Stock issuable upon the exercise of options owned
     of record and exercisable within 60 days.



Item 12. Certain Relationships and Related Transactions

     On May 8, 1998, the Company issued an aggregate of 100,000 and 20,000
shares of Series A Preferred Stock to each of Messrs. Albert E.Gosselin and Gary
L. Dudley, executive officers and/or directors of the Company, respectively, in
consideration for the amounts of $50,000 and $10,000 in cash, respectively. Each
share of Series A Convertible Preferred Stock was converted into and exchanged
for one share of Common Stock on March 17, 1999.

     In May 1998, the Company entered into an agreement to purchase a training
facility in China from PIC Computers ("PIC"), a Macao Corporation, one of the

                                       23


<PAGE>


owners of which is Mr. B. Soltani, a Director of the Company, for a total
consideration of 450,000 shares of the Company's Common Stock. In early 1999,
Chinese environmental officials ruled that any facility in Macao could not be
used due to internal visa problems. At that time final purchase procedures for
the facility had not been completed. The facility was released back to PIC. The
referenced stock was never released to PIC and was retired to the treasury. The
owners of PIC dispute this result and have sues the Company. See Item 3 "Legal
Proceedings."

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-24
are filed pursuant to Item 13(a) of this Report.

     (b) Reports on Form 8-K

     None.

                                       24


<PAGE>


                                   SIGNATURES

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

Date:  April 6, 2000                        POLLUTION RESEARCH AND CONTROL CORP.
                                                        (Registrant)

                                            By: /s/ Albert E. Gosselin, Jr.
                                                 ---------------------------
                                            Albert E. Gosselin, Jr., President,
                                            Chief Executive Officer and Chairman
                                            of the Board of Directors

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

Date:  April 6, 2000                       /s/ Albert E. Gosselin, Jr.
                                          --------------------------------------
                                          Albert E. Gosselin, Jr., President,
                                          Chief Executive Officer and Chairman
                                          of the Board of Directors
                                          (Principal Executive Officer)


Date:  April 6, 2000                      /s/  Donald R. Ford
                                          --------------------------------------
                                          Donald R. Ford, Chief Financial
                                          Officer, (Principal Financial and
                                          Accounting Officer)


Date:  April 6, 2000                       /s/ Gary L. Dudley
                                          --------------------------------------
                                          Gary L. Dudley, Director


Date:  April 6, 2000                       /s/ Marcia A. Smith
                                          --------------------------------------
                                          Marcia A. Smith, Director


Date:  April 6, 2000                      /s/ Craig E. Gosselin
                                          --------------------------------------
                                          Craig E. Gosselin, Director


Date:  April 6, 2000
                                          Barry Soltani, Director


                                       25


<PAGE>



                                      INDEX
                                      -----

                                                                          Page
                                                                          ----

Independent Auditors' Report                                               F-2

Consolidated Balance Sheet                                                 F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)      F-5

Consolidated Statements of Stockholders' Equity                            F-6

Consolidated Statements of Cash Flows                                      F-7

Notes to Consolidated Financial Statements                                 F-8





                                      F-1

<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Pollution Research and Control Corp.
Glendale, California


We have audited the accompanying consolidated balance sheet of Pollution
Research and Control Corp. and Subsidiaries as of December 31, 1999, and the
related consolidated statements of operations and comprehensive income (loss),
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998. 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. Those standards require that we plan and perform the audit 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, 1999, and the consolidated
results of their operations and their cash flows for the years ended December
31, 1999 and 1998 in conformity with generally accepted accounting principles.

                                                    AJ. ROBBINS, P.C.
                                                    CERTIFIED PUBLIC ACCOUNTANTS
                                                    AND CONSULTANTS

Denver, Colorado
February 22, 2000



                                      F-2
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999


                                     ASSETS
                                     ------


CURRENT ASSETS:
     Cash                                                             $  214,206
     Accounts receivable, trade, less allowance
         for doubtful accounts of $33,350                              1,101,690
     Accounts receivable, related party                                  278,948
     Inventories                                                       1,387,711
     Other current assets                                                123,861
                                                                      ----------

                  Total Current Assets                                 3,106,416
                                                                      ----------



PROPERTY, EQUIPMENT AND LEASEHOLD
 IMPROVEMENTS, net                                                       103,152


OTHER ASSETS                                                              23,509


DEFERRED TAX ASSET, net                                                2,659,000
                                                                      ----------

                                                                      $5,892,077
                                                                      ==========




           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-3



<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)
                                DECEMBER 31, 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
     Accounts payable, trade                                        $   217,746
     Accrued liabilities                                                252,093
     Accrued settlement                                                 308,949
     Notes payable                                                      300,000
     Convertible debt                                                   650,000
     Accrued interest expense                                            31,417
                                                                    -----------

                  Total Current Liabilities                           1,760,205

DEFERRED RENT                                                            43,602
                                                                    -----------

                  Total Liabilities                                   1,803,807
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     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, 3,672,545 issued and outstanding                     7,840,920
     Additional paid-in capital                                         708,167
     Accumulated (deficit)                                           (4,460,817)
                                                                    -----------

                  Total Stockholders' Equity                          4,088,270
                                                                    -----------

                                                                    $ 5,892,077
                                                                    ===========

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                               POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                                                                       1999              1998
                                                                                    -----------       -----------
<S>                                                                                <C>                <C>
NET REVENUES                                                                        $ 7,314,975       $ 2,807,511

COST OF GOODS SOLD                                                                    5,142,575         1,816,350
                                                                                    -----------       -----------
GROSS PROFIT                                                                          2,172,400           991,161
                                                                                    -----------       -----------
OPERATING EXPENSES:
     Selling, general and administrative                                              2,952,652         1,583,679
     Research and development                                                            70,830            20,175
                                                                                    -----------       -----------
                  Total Operating Expenses                                            3,023,482         1,603,854
                                                                                    -----------       -----------
(LOSS) FROM OPERATIONS                                                                 (851,082)         (612,693)
                                                                                    -----------       -----------
OTHER INCOME (EXPENSE):
     Gain on sale of marketable securities                                                 --               6,428
     Other income                                                                        13,500           101,000
     Interest income                                                                       --               6,029
     Interest expense                                                                  (336,675)          (27,961)
     Amortization of loan fees                                                         (359,106)             --
                                                                                    -----------       -----------
                  Net Other Income (Expense)                                           (682,281)           85,496
                                                                                    -----------       -----------

(LOSS) FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES (BENEFIT)                     (1,533,363)         (527,197)
                                                                                    -----------       -----------
PROVISION (BENEFIT) FOR INCOME TAXES:
     Current                                                                               --                --
     Deferred                                                                        (2,659,000)             --
                                                                                    -----------       -----------
                  Total Provision (Benefit) for Income Taxes                         (2,659,000)             --
                                                                                    -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS                                              1,125,637          (527,197)
                                                                                    -----------       -----------
(LOSS) FROM DISCONTINUED OPERATIONS:
     (Loss) from operations, less applicable income tax benefit of
      $-0- and $390,000                                                                    --            (115,301)
     (Loss) on disposal/abandonment, less applicable income tax                            --            (918,411)
      benefit of $-0-                                                               -----------       -----------
                  Total (Loss) From Discontinued Operations                                --          (1,033,712)
                                                                                    -----------       -----------
NET INCOME (LOSS)                                                                     1,125,637        (1,560,909)
                                                                                    -----------       -----------
OTHER COMPREHENSIVE LOSS:
     Foreign currency translation adjustment                                               --             (24,587)
     Change in unrealized gain on marketable securities                                    --              (3,250)
                                                                                    -----------       -----------
                  Total Other Comprehensive Loss                                           --             (27,837)
                                                                                    -----------       -----------
COMPREHENSIVE INCOME (LOSS)                                                         $ 1,125,637       $(1,588,746)
                                                                                    ===========       ===========
NET INCOME (LOSS) PER SHARE - Basic:
     Continuing operations                                                          $       .33       $      (.23)
     Discontinued operations:
         Loss from operations                                                              --                (.05)
         Loss on disposal                                                                  --                (.40)
                                                                                    -----------       -----------
     Net income (loss) per share - Basic                                            $       .33       $      (.68)
                                                                                    ===========       ===========
     Weighted Average Shares, Basic                                                   3,438,418         2,283,093
                                                                                    ===========       ===========
NET INCOME (LOSS) PER SHARE - Diluted:
     Continuing operations                                                          $       .29
                                                                                    -----------
     Net income (loss) per share - Diluted                                          $       .29
                                                                                    ===========
     Weighted Average Shares, Diluted                                                 4,168,924
                                                                                    ===========

                              SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            F-5
<PAGE>
                                 POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                       FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999



                                                                    Series A                       Series B
                                    Common Stock                  Preferred Stock               Preferred Stock
                               ---------------------          -----------------------       ----------------------
                                Shares        Amount           Shares         Amount         Shares        Amount
                              -----------     ---------       ---------     ---------       ---------    ---------
Balances,
   December 31, 1997            2,168,433    $ 6,588,980           --      $      --             --      $      --

Sale of common stock, net
   of offering costs of
   $ 49,997                       231,256        202,072           --             --             --             --

Sale of preferred stock              --             --          220,000          2,200           --             --

Issuance of preferred
   stock for the Technical
   Service Center                    --             --             --             --          450,000          4,500

Forgiveness of notes              (31,250)       (86,857)          --             --             --             --

Stock-based compensation
   expense recognized                --             --             --             --             --             --

Change in unrealized gain
   on marketable securities          --             --             --             --             --             --

Change in unrealized
   foreign currency
   translation loss                  --             --             --             --             --             --

Net (loss) for the year              --             --             --             --             --             --
                              -----------    -----------    -----------    -----------    -----------     ----------

Balances,
   December 31, 1998            2,368,439      6,704,195        220,000          2,200        450,000          4,500

Sale of common stock, net
   of offering costs of
   $74,875                        848,331        731,375           --             --             --             --

Conversion of preferred
   stock                          670,000          6,700       (220,000)        (2,200)      (450,000)        (4,500)

Recission of purchase of
   Technical Service Center      (450,000)        (4,500)          --             --             --             --

Issuance of common stock
   in partial settlement
   of debt                        100,000        175,000           --             --             --             --

Conversion of convertible
   debt into common stock          85,775        150,000           --             --             --             --

Common stock issued for
   services                        50,000         78,150           --             --             --             --

Stock based compensation
   for loan fees                     --             --             --             --             --             --

Net income for the year              --             --             --             --             --             --
                              -----------    -----------    -----------    -----------    -----------    -----------

Balances,
   December 31, 1999            3,672,545    $ 7,840,920           --      $      --             --      $      --
                              ===========    ===========    ===========    ===========    ===========    ===========

                                                                F-6
(Continued on following page)
<PAGE>

                                 POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                                       FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999

                                                                                          Unrealized
                                                                           Unrealized      Foreign
                               Notes Due     Additional                      Gain on       Currency        Total
                               From Sale       Paid-in      Accumulated     Marketable    Translation    Stockholders'
                               Of Stock        Captial        Deficit       Securities       Gain          Equity
                               --------        -------        -------       ----------       ----          ------

Balances,
   December 31, 1997          $   (86,857)   $   145,764    $(4,025,545)   $     3,250    $    24,587    $ 2,650,179

Sale of common stock, net
   of offering costs of
   $49,997                           --             --             --             --             --          202,072

Sale of preferred stock              --          107,800           --             --             --          110,000

Issuance of preferred
   stock for the Technical
   Service Center                    --          595,500           --             --             --          600,000

Forgiveness of notes               86,857           --             --             --             --             --

Stock-based compensation
   expense recognized                --           79,767           --             --             --           79,767

Change in unrealized gain
   on marketable securities          --             --             --           (3,250)          --           (3,250)

Change in unrealized
   foreign currency
   translation loss                  --             --             --             --          (24,587)       (24,587)

Net (loss) for the year              --             --       (1,560,909)          --             --       (1,560,909)
                              -----------    -----------    -----------    -----------    -----------    -----------

Balances,
   December 31, 1998                 --          928,831     (5,586,454)          --             --        2,053,272

Sale of common stock, net
   of offering costs of
   $74,875                           --             --             --             --             --          731,375

Conversion of preferred
   stock                             --             --             --             --             --             --

Recission of purchase of
   Technical Service Center          --         (595,500)          --             --             --         (600,000)

Issuance of common stock
   in partial settlement
   of debt                           --             --             --             --             --          175,000

Conversion of convertible
   debt into common stock            --             --             --             --             --          150,000

Common stock issued for
   services                          --             --             --             --             --           78,150

Stock based compensation
   for loan fees                     --          374,836           --             --             --          374,836

Net income for the year              --             --        1,125,637           --             --        1,125,637
                              -----------    -----------    -----------    -----------    -----------    -----------

Balances,
   December 31, 1999          $      --      $   708,167    $(4,460,817)   $      --      $      --      $ 4,088,270
                              ===========    ===========    ===========    ===========    ===========    ===========



                                 SEE ACCOMPANYING NTOES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                 F-6(A)


<PAGE>

                              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                                             1999                   1998
                                                                         -----------            ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Reconciliation  of net income  (loss) to
       net cash flows (used in) operating activities:
         Net income (loss)                                               $ 1,125,637            $(1,560,909)
         Loss on disposition/abandonment of operations                          --                  918,411
         Depreciation and amortization                                        23,150                 90,034
         Deferred rent                                                       (14,532)               (11,534)
         Deferred income taxes                                            (2,659,000)                  --
         Stock issued for services                                            78,150                   --
         Stock-based compensation expense                                       --                   54,977
         Stock issued for loan fees                                          309,106                   --
     Changes in operating assets and liabilities:
         Accounts receivable, trade, net                                    (883,821)                 8,384
         Accounts receivable, related party                                  (51,010)               (20,389)
         Inventories                                                         239,444                123,717
         Due from factor                                                      55,164                (55,164)
         Prepaid expenses                                                    (40,000)                  --
         Other current assets                                                 (9,051)                 4,769
         Secured overdraft facility                                             --                   22,794
         Accounts payable, trade                                             (38,947)                96,708
         Accounts payable, officer                                              --                  (12,497)
         Accrued liabilities                                                 199,397                 (3,242)
         Customer advances                                                      --                 (143,695)
         Other assets                                                           --                      (14)
                                                                         -----------            -----------

                  Net Cash Flows (Used in) Operating Activities           (1,666,313)              (487,650)
                                                                         -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property, equipment and leasehold
     improvements                                                            (14,807)                (1,919)
     Other                                                                      --                      515
                                                                         -----------            -----------

                  Net Cash Flows (Used in) Investing Activities              (14,807)                (1,404)
                                                                         -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                  806,250                252,069
     Payment of offering costs                                               (74,875)               (25,207)
     Advances on notes payable                                             1,583,251                   --
     Payments on notes payable                                            (1,283,251)              (267,674)
     Advances on convertible debt                                            800,000                   --
     Payments of long term debt                                                 --                  (15,565)
     Payments of long term debt - related parties                               --                  (14,517)
     Proceeds from issuance of preferred stock                                  --                  110,000
                                                                         -----------            -----------

              Net Cash Flows (Used In) Provided
               by Financing Activities                                     1,831,375                 39,106
                                                                         -----------            -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                         --                   (1,323)
                                                                         -----------            -----------

INCREASE (DECREASE) IN CASH                                                  150,255               (451,271)
CASH, beginning of year                                                       63,951                515,222
                                                                         -----------            -----------

CASH, end of year                                                        $   214,206            $    63,951
                                                                         ===========            ===========

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, 1999 AND 1998


NOTE 1 - BUSINESS ACTIVITY

Pollution Research and Control Corp., a California corporation, primarily
designs, manufactures and markets air pollution monitoring instruments, through
its wholly-owned subsidiary Dasibi Environmental Corporation ("Dasibi").
Pollution Research and Control Corp. had designed and manufactured electrical
control panels and medical instrumentation through its wholly-owned subsidiaries
Nutek, Inc. ("Nutek"), and Logan Medical Devices, Inc. ("LMD") and LMD's wholly
owned subsidiary, Logan Research Limited ("LRL"), respectively. The operations
of Nutek and LRL were discontinued in 1998 (Note 6).

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 (the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.

Revenue Recognition
-------------------
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 $23,150 and
$28,591 for the years ended December 31, 1999 and 1998, 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 Notes 10 and 11 for additional information with
respect to stock-based compensation.

                                      F-8
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


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 funds 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 and accrued
expenses 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 such evaluations indicate the future undiscounted cash flows
of certain long-lived assets are not sufficient to cover the carrying value of
such assets, the assets are adjusted to their fair values.

Research and Development Costs
------------------------------
Research and development costs are charged to operations as incurred. Research
and development expense was $70,830 and $20,175 for the years ended December 31,
1999 and 1998, 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. At December 31, 1999 no
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 be
realized.

                                      F-9
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


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, 1998 have been reclassified to conform to the current year
presentation.

Year 2000 Issues
----------------
Many computer systems and other equipment with embedded chips or microprocessors
may not be able to appropriately interpret dates after December 31, 1999 because
such systems use only two digits to indicate a year in the date field rather
than four digits. If not corrected, many computers and computer applications
could fail or create miscalulations, causing disruptions to the Company's
operations. In addition, the failure of customer and supplier computer systems
could result in interruption of sales and deliveries of key supplies or
utilities. Because of the complexity of the issues and the number of parties
involved, the Company cannot reasonably predict with certainty the nature or
likelihood of such impacts.

While the Company believes that its own internal assessment and planning efforts
with respect to external service providers, suppliers, customers and financial
institutions are and will be adequate to address its Year 2000 concerns, there
can be no assurance that these efforts will be successful or will not have a
material adverse effect on the Company's operations. Costs in connection with
compliance were not significant.

To date, the Company has not experienced any interruptions with respect to the
Year 2000 issue, but cannot reasonably predict with certainty that they will not
experience any interruptions.

NOTE 3 - INVENTORIES

Inventories at December 31, 1999 consisted of the following:

Raw materials                                                 $     809,176
Work in process                                                     173,639
Finished goods                                                      404,896
                                                              -------------

     Total                                                    $   1,387,711
                                                              =============

Inventories at December 31, 1999 include capitalized labor and overhead of
$312,724.


                                      F-10
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 4 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements at December 31, 1999 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                    207,129
                                                            -------------

                                                            $     103,152
                                                            =============

NOTE 5 - 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, 1999 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 $23,012 has been classified as current and
$43,602 as long term, respectively.

NOTE 6 - DISCONTINUED OPERATIONS

Nutek -
In April 1998, Nutek filed for protection under the Federal  Bankruptcy Code. In
June  1998,  the  Bankruptcy  Court  permitted  the  sale of  Nutek's  mortgaged
property, to satisfy the working capital facility and term loan obligations to
the major secured lender. The results of operations for Nutek for the respective
periods  are  reported  as  a  component  of  discontinued   operations  in  the
consolidated  statements of operations.  Additionally,  the loss incurred on the
disposition/abandonment  of assets and liabilities is also presented  separately
as a component of discontinued operations.

Logan Research, Ltd. -
In February 1998, the Company disposed of LRL, through a return of 100% of LRL's
stock to its original owner in exchange for release from a $300,000 note payable
and $47,250 of related accrued interest. Unsecured advances from an officer of
LRL were not repaid. The results of operations of LRL for the respective periods
are reported as a component of discontinued operations in the consolidated
statements of operations. Additionally, the gain (loss) incurred on the disposal
of LRL is also presented separately as a component of discontinued operations.

                                      F-11
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 6 - DISCONTINUED OPERATIONS (Continued)

Summarized results of operations for Nutek for the year ended December 31, 1998
was as follows:
                                                                  1998
                                                              -----------
Net sales                                                     $    731,636
                                                              ============

Operating loss                                                $     61,778
                                                              ============

Loss (income) on discontinued operations                      $     82,133
                                                              ============

Summarized results of operations for LRL for the year ended December 31, 1998
was as follows:

                                                                  1998
                                                              ------------
Net sales                                                     $     49,313
                                                              ============

Operating loss                                                $     25,741
                                                              ============

Loss (income) on discontinued operations                      $     33,168
                                                              ============

NOTE 7 - ACCRUED SETTLEMENT

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 (valued at $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 Company did not make its required payment in February 2000 and in March 2000
entered into amendment to the compromise settlement agreement and agreed to
place $200,000 in escrow for the remaining balance owed.


                                      F-12
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 8 - NOTES PAYABLE AND CONVERTIBLE DEBT

Notes payable consisted of the following at December 31, 1999:

Note payable to an individual; interest at
 11% per annum; principal and interest due
 May 2000; unsecured                                                 $  100,000

Notes payable to individuals; interest at
 12% per annum; principal and interest due May and
 June 2000; unsecured                                                   200,000
                                                                     ----------
                                                                     $  300,000
                                                                     ==========

Convertible debt consisted of the following at December 31, 1999:

Convertible debenture; interest at 18% per annum
  due monthly; principal due February 2000;
  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                                $  500,000

Convertible debenture; interest at 12%
  per annum due monthly; principal due June 2000;
  convertible at the lesser of 80% of the market
  price of the common stock on the date
  of conversion or $2.25                                                150,000
                                                                     ----------

                                                                    $   650,000
                                                                    ===========

NOTE 9 - INCOME TAXES

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

                                                                       1999
                                                                    -----------
Total deferred tax assets                                           $ 2,661,000
Total deferred tax (liabilities)                                         (2,000)
                                                                    -----------

Net deferred tax asset                                              $ 2,659,000
                                                                    ===========

The provision (benefit) for income taxes consists of the following:

                                                                        1999
                                                                    -----------
Current                                                             $      --
Deferred                                                             (2,659,000)
                                                                    -----------

                                                                    $(2,659,000)
                                                                    ===========

                                      F-13

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 9 - INCOME TAXES (Continued)

The income tax provision (benefit) for the years ended December 31, 1999 and
1998 differs from the computed expected provision (benefit) at the federal
statutory rate for the following reasons:
<TABLE>
<CAPTION>
                                                                              1999                  1998
                                                                          ------------           ------------
<S>                                                                       <C>                    <C>
Computed expected income tax provision (benefit)                          $  (537,000)           $  (165,000)
Non-deductible meals and entertainment                                         15,000                  3,000
Temporary differences for items deductible from (includible in)
taxable income in future years:
         Depreciation                                                           1,000                  1,000
         Inventory valuation allowance                                        (14,000)                (5,000)
         Bad debt allowance                                                    10,000                   --
State income taxes, net of federal income tax effect                          (59,000)               (23,000)
Net operating loss carryforward unutilized (utilized)                         474,000                189,000
Stock-based expenses                                                          110,000                   --
Decrease in valuation allowance                                            (2,659,000)                  --
                                                                          -----------            -----------

     Income tax provision (benefit)                                       $(2,659,000)           $      --
                                                                          ===========            ===========
</TABLE>

The components of the deferred tax assets and  (liabilities)  as of December 31,
1999 were as follows:

Deferred tax assets:
Temporary differences:
     Allowance for doubtful accounts                                $    13,000
     Inventory valuation allowance                                       15,000
     Accrued expenses                                                    15,000
     Loss on joint venture investment                                    66,000
     Tax depreciation in excess of book depreciation                     (2,000)
     Net operating loss carryforward                                  2,552,000
                                                                    -----------

     Net long-term deferred tax asset                               $ 2,659,000
                                                                    ===========


                                      F-14
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 9 - INCOME TAXES (Continued)

The components of the deferred tax (expense) benefit were as follows for the
years ended December 31, 1999 and 1998:

                                                        1999            1998
                                                     -----------    ------------
Allowance for doubtful accounts                      $    11,000    $     1,000
Inventory valuation allowance                            (16,000)         5,000
Accrued expenses                                           1,000         (1,000)
Depreciation                                              (1,000)        13,000
(Unutilization) utilization of net operating loss
 carryforward                                            474,000       (313,000)
Change in valuation allowance                          2,190,000        295,000
                                                     -----------    -----------

                                                     $ 2,659,000    $      --
                                                     ===========    ===========

As of December 31, 1999 the Company has net operating loss carryforwards
available to offset future taxable income of approximately $6,600,000 expiring
in 2008 through 2019.

NOTE 10 - STOCKHOLDERS' EQUITY

Issuance of Common Stock
------------------------
On June 30, 1998, the Company sold 231,256 shares of common stock in a private
placement, receiving net proceeds of $202,072 after paying offering costs of
$49,997.

In February 1999, the Company sold 288,331 shares of common stock in a private
placement, receiving net proceeds of $199,375, after paying issuance costs of
$16,875.

In May 1999, the Company sold 300,000 shares of common stock in a private
placement, receiving net proceeds of $229,500, after paying issuance costs of
$25,000.

In September 1999, the Company sold 260,000 shares of common stock in a private
placement, receiving net proceeds of $302,750, after paying issuance costs of
$33,000.

Issuance of Preferred Stock
---------------------------
The Company is authorized to issue up to 5,000,000 shares of preferred stock,
$.01 par value per share in series to be designated by the Board of Directors.
On May 8, 1998, the Company issued 220,000 shares of Series A Preferred Stock
for a purchase price of $.50 per share, resulting in proceeds to the Company of
$110,000. These shares were converted into 220,000 shares of common stock in
March 1999. The Series A Preferred Stock have voting rights but no dividend
rights.

                                      F-15
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

Technical Service Center
------------------------
During June 1998, the Company purchased a technical service facility in Macau,
including 2 property units comprised of a modern office facility and a technical
laboratory in exchange for 450,000 shares of its Class B Preferred Stock valued
at $600,000. The facility was to be used to perform the training and technical
servicing of the China Contract.

During 1999, the Class B Preferred Stock was converted to common stock. The
Company was advised by the China State Environmental Protection Agency (SEPA)
that training must be done on the mainland of China. In October 1999, the
Company rescinded the purchase of the Technical Service Center and retired the
450,000 shares of common stock, which had been placed in escrow pending the
completion of the purchase. The Company does not believe it will have any
settlement costs related to the rescission of the acquisition of the Technical
Service Center.

Consulting Agreement
--------------------
In July 1999, the Company issued 50,000 shares of common stock under a
consulting agreement.

Warrants
--------
In connection with the sale of common stock and debt financing, the Company
granted warrants to purchase 363,331 shares of common stock at $.75 per share,
130,000 shares of common stock at $1.50 per share, 63,000 shares of common stock
at $2.25 per share and 75,000 shares of common stock at $2.40 per share.


                                      F-16
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

The following table summarizes the activity of options and warrants for the two
years ended December 31, 1999:
<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                   Average
                                                  Number of                       Exercise          Exercise
                                          Options              Warrants             Price            Amount
                                          -------              --------             -----            ------
<S>                                      <C>                   <C>               <C>            <C>
Outstanding, December 31, 1997             748,125               318,959           $   4.27       $ 4,556,626

Granted                                     99,375                  --             $   1.82           180,563
Reduction to exercise price                   --                    --                 --            (622,644)
Cancelled                                   (3,750)                 --             $   2.52            (9,450)
Expired                                     (6,250)              (16,250)          $   6.51          (146,500)
                                       -----------           -----------                          -----------

Outstanding, December 31, 1998             837,500               302,709           $   3.47         3,958,595

Granted                                    117,000               651,331           $   1.20           922,000
Expired                                    (58,000)             (302,709)          $   4.51        (1,627,000)
                                       -----------           -----------                          -----------

Outstanding, December 31, 1999             896,500               651,331           $   2.03       $ 3,253,595
                                       ===========           ===========                          ===========

</TABLE>

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 $309,106 and $54,977
during the years ended December 31, 1999 and 1998, respectively. Additionally,
$24,790 was capitalized as offering costs in connection with the private
placement in 1998. During 1999, the Company capitalized $65,730 in loan fees.

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 $35,617 would have been charged to
income in 1998; proforma net loss would have been $1,607,000 and net loss per
share would have been $.70 on both a basic and diluted basis.


                                      F-17
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 11 - STOCK-BASED COMPENSATION (Continued)

In 1998 the Board approved a reduction in the exercise price for options granted
to certain employees, consultants, and other non-employees. Because of this, it
was necessary to calculate the difference between the fair value of the modified
option and the value of the old option immediately before the terms were
modified.

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 $48,000 would have been charged to
income in 1999; proforma net income would have been $1,077,687 and net income
per share would have been $.31 on the basic basis and $.28 on the diluted basis.

NOTE 12 - EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                               For the Year Ended December 31, 1999
                                                               ------------------------------------
                                                                                                      Per
                                                           Income                 Shares              Share
                                                         (Numerator)           (Denominator)          Amount
                                                         -----------           -------------          ------

<S>                                                      <C>                      <C>                    <C>
Basic EPS
     Income available to common stockholders              $1,125,637             3,438,418            $   .33

Effect of Dilutive Securities
     Convertible debt, options and warrants                   88,500               730,506               (.04)
                                                          ----------            ----------            -------

Diluted EPS
     Income available to common stockholders              $1,214,137             4,168,924            $   .29
       including assumed conversions                      ==========            ==========            =======

</TABLE>




                                      F-18
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 12 - EARNINGS PER SHARE (Continued)
<TABLE>
<CAPTION>

                                                           For the Year Ended December 31, 1998
                                                           ------------------------------------
                                                                                                     Per
                                                       Income                  Shares               Share
                                                    (Numerator)            (Denominator)            Amount
                                                    -----------            -------------            ------
<S>                                                 <C>                     <C>                   <C>
Basic EPS
     (Loss) available to common stockholders        $(1,588,746)              2,283,093            $  (.68)

Effect of Dilutive Securities
     Options and warrants                                  --                      --               --
                                                    -----------             -----------            -------

Diluted EPS
     Income available to common stockholders        $(1,588,746)              2,283,093            $  (.68)
     including assumed conversions                  ===========             ===========            =======

</TABLE>


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. Future minimum lease commitments as of December 31, 1999 are as follows:

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

          2000               $      368,000
          2001                      348,000
          2002                      342,000
          2003                      337,000
          2004                      197,000
                             --------------

          Total              $    1,592,000
                             ==============

Total rentals under all operating leases charged against income amounted to
$407,107  and  $404,475  for  the  years  ended  December  31,  1999  and  1998,
respectively.

                                      F-19
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)

Employment Agreements
---------------------
The Company is obligated to make certain minimum salary payments to the Chief
Executive Officer and other employee/directors. All contracts expire in 2003, as
follows:

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

                    2000                      $      345,000
                    2001                             345,000
                    2002                             345,000
                    2003                             230,000
                                              --------------

                   Total                      $    1,265,000
                                              ==============

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 financial position.

NOTE 14 - RELATED PARTY TRANSACTIONS

Prior to the disposal of LRL, the Company advanced $203,938 to this subsidiary.
Additional advances of $75,000 were made during 1999. These advances are
expected to be repaid from a joint venture relationship between the Company and
LRL.

NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes was $-0- and $-0- during the years ended December 31,
1999 and 1998, respectively. Cash paid for interest was $151,878 and $103,746
during the years ended December 31, 1999 and 1998, respectively.

During the year ended December 31, 1998, the company issued Series B preferred
stock of $600,000 in connection with the purchase of the Tech Center.

During the year ended December 31, 1998 the Company issued options valued at
$24,790 in connection with the private placement.

During 1999, the Company rescinded the purchase of the Tech center valued at
$600,000 and 450,000 shares of the Company's common stock were cancelled.

During 1999, $150,000 of convertible debt was converted to 85,775 shares of the
Company's common stock.

                                      F-20

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


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, 1999, the accounts
receivable balance from one significant customer was $632,012, or 57% 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.

NOTE 17 - SUBSEQUENT EVENTS

In February 2000, the Company issued a 12% convertible debenture for $500,000
due February 2001, with interest payable monthly. The debenture is convertible
into the Company's common stock at the lesser of 85% of the market price of the
common stock on the date of conversion or $2.00. In connection with the issuance
of the debenture, the Company issued 100,000 shares of the Company's common
stock as a loan fee.



                                      F-21

<PAGE>

<TABLE>
<CAPTION>

                                                   EXHIBIT INDEX

Item
Number                                              Description


<S>               <C>
3.1               Articles of Incorporation of A. E. Gosselin Engineering, Inc. (now "Pollution
                  Research and Control Corp.") (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.")

3.2               Certificate of Amendment of Articles of Incorporation of A. E. Gosselin
                  Engineering, Inc. (now "Pollution Research and Control Corp.") (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.")

3.3               Certificate of Amendment of Articles of Incorporation of Dasibi Environmental
                  Corp. (now "Pollution Research and Control Corp.")(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.")

3.4               By-laws of A. E. Gosselin Engineering, Inc. (now "Pollution Research and Control
                  Corp.") (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.")

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 Pollution Research
                  and Control Corp., 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 Pollution
                  Research and Control Corp., 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 Pollution
                  Research and Control Corp., dated January 17, 1989.)

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 Pollution Research and
                  Control Corp., dated January 17, 1989.)

10.2              Employment Agreement, dated July 31, 1987, between Pollution Research and
                  Control Corp. and Albert E. Gosselin, Jr. (Incorporated herein by reference to
                  Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 33-26558) of
                  Pollution Research and Control Corp., dated January 17, 1989.)

10.3              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
                  Pollution Research and Control Corp., dated January 17, 1989.)



<PAGE>


10.4              Employment Agreement, as amended, dated August 19, 1989, between Pollution
                  Research and Control Corp. and Albert E. Gosslein, Jr. (Incorporated herein by
                  reference to Exhibit 10-28 to the Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1989.)

10.5              Lease, dated July 1, 1989, between Pollution Research and Control Corp. and
                  Shahik Mardeross-ASL.  (Incorporated herein by reference to Exhibit 10.30 to the
                  Annual Report on Form 10-K for the fiscal year ended June 30, 1989.)

10.6              Stock Option Agreement, dated May 28, 1991, between Pollution Research and
                  Control Corp. 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.)

10.7              Stock Option Agreement, dated May 28, 1991, between Pollution Research and
                  Control Corp. 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.)

10.8              Stock Option Agreement, dated May 28, 1991, between Pollution Research and
                  Control Corp. and Gary L. 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.)

10.9              Agreement,  dated November 1, 1991, between Pollution Research
                  and  Control  Corp.  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.)

10.10             Purchase Agreement, dated as of December 2, 1991, between Pollution Research
                  and Control Corp. 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 Statment on form S-1 (File No., 33-43124) of Pollution Research
                  and Control Corp. dated December 23, 1991.)

10.11             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 Pollution Research and Control Corp. dated December 23, 1991.)

10.12             Purchase Agreement, dated as of December 9, 1991, between Pollution Research
                  and Control Corp. and Richard M. Molinsky  (Incorporated herein by reference to
                  Exhibit 10.9 to the Amendment No. 1 to the Registration Statment on form S-1 (File
                  No. 33-43124) of Pollution Research and Control Corp. dated December 23, 1991.)

10.13             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 Statment on form S-1 (File No. 33-43124) of Pollution Research and
                  Control Corp. dated December 23, 1991.)

10.14             Purchase Agreement, dated as of December 11, 1991, between Pollution Research
                  and Control Corp. and Global Environment Fund.  (Incorporated herein by
                  reference to Exhibit 10.11 to the Amendment No. 1 to the Registration Statment on



<PAGE>



                  form S-1 (File No. 33-43124) of Pollution Research and Control Corp. dated
                  December 23, 1991.)

10.15             Warrant, dated as of December 11, 1991, issued to Global Enviroment 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 Pollution Research and
                  Control Corp. dated December 23, 1991.)

10.16             Purchase Agreement, dated as of December 13, 1991, between Pollution Research
                  and Control Corp. 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 Pollution Research and Control Corp. dated December 23,
                  1991.)

10.17             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 Pollution Research and Control
                  Corp. dated December 23, 1991.)

10.18             Purchase Agreement, dated as of December 16, 1991, between Pollution Research
                  and Control Corp. 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 Pollution Research and Control Corp. dated December 23, 1991.)

10.19             Warrant, dated as of December 16, 1991, issued to Stanley Baker.  (Incorporated
                  herein by reference to Exhibit 10.16 to the Amendment No. 1 to the Registration
                  Statment on form S-1 (File No. 33-43124) of Pollution Research and Control Corp.
                  dated December 23, 1991.)

10.20             Purchase Agreement, dated as of December 16, 1991, between Pollution Research
                  and Control Corp. 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 Pollution Research and Control Corp. dated December 23, 1991.)

10.21             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 Pollution Research and Control
                  Corp. dated December 23, 1991.)

10.22             Purchase Agreement, dated as of December 16, 1991, between Pollution Research
                  and Control Corp. 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 Pollution Research and Control Corp. dated December 23, 1991.)

10.23             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 Pollution Research and Control
                  Corp. dated December 23, 1991.)

10.24             Consulting Agreement, dated January 3, 1992, between Pollution Research and
                  Control Corp. 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.)



<PAGE>


10.25             Option Agreement, dated January 3, 1992, between Pollution Research and Control
                  Corp. 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.)

10.26             Option Agreement, dated March 11, 1992 between Pollution Research and Control
                  Corp. and Total Software, Inc. (Incorporated herein by reference to Exhibit 10.26
                  to the Annual Report on Form 10-K for the fiscal year eneded December 31, 1992.)

10.27             Agreement, dated March 5, 1992, between Pollution Research and Control Corp.
                  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, 1992.)

10.28             Option Agreement, dated June 22, 1992, between Pollution Research and Control
                  Corp. 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.)

10.29             Option Agreement, dated June 22, 1992, between Pollution Research and Control
                  Corp. 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.)

10.30             Lease Agreement, dated June 1, 1992, between Dasibi Environmental Group. and
                  Bernard C. Mills, Jr.  (Incorporated herein by reference to Exhibit 10.30 to the
                  Annual Report on form 10-KSB for the fiscal year ended December 31, 1994.)

10.31             Lease Agreement, dated January 6, 1994, between Dasibi Environmental Group.
                  and the Prudential Insurance Company of America. (Incorporated herein by
                  reference to Exhibit 10.31 to the Annual Report on form 10-KSB for the fiscal year
                  ended December 31, 1994.)

10.32             Agreement, and Bill of Sale, dated February 18, 1994, between Pollution Research
                  and Control Corp. and General Monitors, Inc. (Incorporated herein by reference to
                  Exhibit 10.32 to the Annual Report on form 10-KSB for the fiscal year ended
                  December 31, 1994.)

10.33             Stipulation of Settlement, dated February 1994, between Pollution Research and
                  Control Corp. and Diversified Research Partners Limited Partnership.
                  (Incorporated herein by reference to Exhibit 10.33 to the Annual Report on form
                  10-KSB for the fiscal year ended December 31, 1994.)

10.34             Requirements Contract dated March 10, 1994, between Pollution Research and
                  Control Corp. and Logan Research, Ltd. (Incorporated herein by reference to
                  Exhibit 10.34 to the Annual Report on form 10-KSB for the fiscal year ended
                  December 31, 1994.)

10.35             Lease Agreement dated April 15, 1994, between Dasibi Environmental Corp. and
                  Summit Park Associates.  (Incorporated herein by reference to Exhibit 10.35 to the
                  Annual Report on form 10-KSB for the fiscal year ended December 31, 1994.)

10.36             Amended Employment Agreement, effective August 31, 1993, between Pollution
                  Research and Control Corp. and Albert E. Gosselin, Jr., (Incorporated herein by
                  reference to Exhibit 10.36 to the Annual Report on form 10-KSB for the fiscal year
                  ended December 31, 1994.)



<PAGE>


10.37             Employment Agreement, dated July 20, 1994, between Pollution Research and
                  Control Corp. and Cynthia L. Gosselin (Incorporated herein by reference to Exhibit
                  10.37 to the Annual Report on form 10-KSB for the fiscal year ended December 31,
                  1994.)

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

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

10.40             Consent of Albert E. Gosselin dated June 7, 1994, in Case Number 1.94CV01425,
                  the Securities and Exchange Commission v. Pollution Research and Control Corp.,
                  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.)

10.41             Final Judgment of Permanent Injunction and Other Relief as to Cynthia Gosselin,.
                  dated July 13, 1994 in Case Number 1.94CV01425, the Securities and Exchange
                  Commission v. Pollution Research and Control Corp., Albert E. Gosselin and
                  Cynthia Gosselin.  (Incorporated herein by reference to Exhibit 10.41 to the Annual
                  Report on form 10-KSB for the fiscal year ended December 31, 1994.)

10.42             Consent of Cynthia L.. Gosselin dated June 7, 1994, in Case Number
                  1.94CV01425, the Securities and Exchange Commission v. Pollution Research and
                  Control Corp., Albert E. Gosselin and Cynthia Gosselin.  (Incorporated herein by
                  reference to Exhibit 10.41 to the Annual Report on form 10-KSB for the fiscal year
                  ended December 31, 1994.)

10.43             Warrant to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.44             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp., of Marty Williams, dated effective June 6, 1994. ((Incorporated
                  herein by reference to Exhibit 4.10 to the  Registration Statement on form S-3
                  (Registration No., 33-60035) of Pollution Research and Control Corp. dated June
                  7, 1995.)

10.45             Warrant to Purchase 202,500 Shares of Common Stock of Pollution Research and
                  Control Corp., dated December 2, 1991, issued to CSC Industries, Inc. and




<PAGE>



                  affiliated companies. (Incorporated herein by reference to Exhibit 4.11 to the
                  Registration Statement on form S-3 (Registration No. 33-60035) of Pollution
                  Research and Control Corp. dated June 7, 1995.)

10.46             Amendment Warrant to Purchase Common Stock of Pollution Research and Control
                  Corp., 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 Pollution
                  Research and Control Corp. dated June 7, 1995.)

10.47             Warrant to Purchase 67,500 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp.
                  dated June 7, 1995.)

10.48             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp.
                  dated June 7, 1995.)

10.49             Warrant to Purchase 135,000 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution
                  Research and Control Corp. dated June 7, 1995.)

10.50             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. of Kingsley & Co. (formerly Global Environment Fund), dated
                  effective June 6, 194. (Incorporated herein by reference to Exhibit 4.16 to the
                  Registration Statement on form S-3 (Registration No. 33-60035) of Pollution
                  Research and Control Corp. dated June 7, 1995.)

10.51             Warrant to Purchase 67,500 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp.
                  dated June 7, 1995.)

10.52             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.53             Warrant to Purchase 101,250 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.54             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)



<PAGE>


10.55             Warrant to Purchase 27,000 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.56             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.57             Warrant to Purchase 74,250 Shares of Common Stock of Pollution Research and
                  Control Corp., 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.58             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.59             Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of Michael Young, dated May 24, 1991. (Incorporated herein by
                  reference to Exhibit 4.25 to the Registration Statement on form S-3 (Regsistration
                  No. 33-60035) of Pollution Research and Control Corp. dated June 7, 1995.)

10.60             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. of Michael Young, dated effective June 6, 1994. (Incorporated herein
                  by reference to Exhibit 4.26 to the  Registration Statement on form S-3
                  (Regsistration No. 33-60035) of Pollution Research and Control Corp. dated June
                  7, 1995.)

10.61             Warrant to Purchase 12,000 Shares of Common Stock of Pollution Research and
                  Control Corp., dated December 16, 1991, of Kennedy Capital Management, dated
                  November 26, 1991.  (Incorporated herein by reference to Exhibit 4.27 to the
                  Registration Statement on form S-3 (Regsistration No. 33-60035) of Pollution
                  Research and Control Corp. dated June 7, 1995.)

10.62             Amendment to Warrant to purchase Common Stock of Pollution Research and
                  Control Corp. 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 (Regsistration No. 33-60035) of Pollution Research and Control Corp.
                  dated June 7, 1995.)

10.63             Pollution Research and  Control Corp. 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 Pollution Research and Control Corp.
                  dated June 7, 1995.)



<PAGE>


10.64             Warrant to Purchase 7,500 Shares of Common Stock of Pollution Research and
                  Control Corp. of Stanely Becker dated November 8, 1993.  (Incorporated herein by
                  reference to Exhibit 4.30 to the Registration Statement on Form S-3 (Registration
                  No. 33-60035) of Pollution Research and Control Corp. dated June 7, 1995.)

10.65             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.66             Warrant to Purchase 5,500 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June 7, 1995.)

10.67             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.68             Warrant to Purchase 7,500 Shares of Common Stock of Pollution Research and
                  Control Corp. of Robert Tantleff dated November 8, 1993.  (Incorporated herein
                  by reference to Exhibit 4.34 to the Registration Statement on Form S-3
                  (Registration No. 33-60035) of Pollution Research and Control Corp. dated June
                  7, 1995.)

10.69             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.70             Warrant to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.71             Option to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of Randy Foy dated as of July 4, 1994.  (Incorporated herein by
                  reference to Exhibit 4.37 to the Registration Statement on Form S-3 (Registration
                  No. 33-60035) of Pollution Research and Control Corp. dated June 7, 1995.)

10.72             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. of Frost and Company P.S. dated effective February 9, 1992.
                  (Incorporated herein by reference to Exhibit 4.38 to the Registration Statement on



<PAGE>


                  Form S-3 (Registration No. 33-60035) of Pollution Research and Control Corp.
                  dated June 7, 1995.)

10.73             Amendment to Warrant to Purchase Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated June
                  7, 1995.)

10.74             Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution
                  Research and Control Corp., dated January  17, 1996.)

10.75             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution
                  Research and Control Corp., dated January 17, 1996.)

10.76             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution
                  Research and Control Corp., dated January 17, 1996.)

10.77             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of Gary L. 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 Pollution
                  Research and Control Corp., dated January 17, 1996.)

10.78             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and
                  Control Corp., dated January 17, 1996.)

10.79             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution
                  Research and Control Corp., dated January 17, 1996.)

10.80             Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution
                  Research and Control Corp., dated January 17, 1996.)

10.81             Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of Mike Chu dated as of June 29, 1995.  (Incorporated herein by



<PAGE>


                  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 Pollution Research and
                  Control Corp., dated January 17, 1996.)

10.82             Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and
                  Control Corp., dated January 17, 1996.)

10.83             Option to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. 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 Pollution Research and
                  Control Corp., dated January 17, 1996.)

10.84             Option to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of Randy Foy 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 Pollution Research and
                  Control Corp., dated January 17, 1996.)

10.85             Option to Purchase 200,000 Shares of Common Stock of Pollution Research and
                  Control Corp. of J. Paul Consulting Group dated effective 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
                  Pollution Research and Control Corp., dated January 17, 1996.)

10.86             Agreement  dated June 11, 1996,  among Logan Medical  Devices,
                  Inc., party of the first part, Ronald Bruce Logan-Sinclair and
                  Howard George Vincent  Cooke,  parties of the second part, and
                  Pollution Research and Control Corp., party of the third part.
                  (Incorporated  herein by  reference  to  Exhibit  10.86 to the
                  Annual Report on Form 10-K for the fiscal year ended  December
                  31, 1996.)

10.87             Employment Agreement dated June 11, 1996, between Logan Medical Devices, Inc.
                  and Logan Research Ltd., on the one hand, and Ronald Bruce Logan-Sinclair, on
                  the other hand.  (Incorporated herein by reference to Exhibit 10.87 to the Annual
                  Report on Form 10-K for the fiscal year ended December 31, 1996.)

10.88             Guarantee dated effective June 11, 1996, by Logan Medical Devices, Inc. in favor
                  of Namulas Pension Trustees Limited.  (Incorporated herein by reference to Exhibit
                  10.88  to the Annual Report on Form 10-K for the fiscal year ended December 31,
                  1996.)

10.89             Loan and Security Agreement dated June 28, 1996, between Logan Medical
                  Devices, Inc., on the one hand, and Ronald Bruce Logan-Sinclair and Howard
                  George Vincent Cooke, on the other hand.  (Incorporated herein by reference to
                  Exhibit 10.89 to the Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996.)

10.90             Nine Per Cent Debenture due June 28, 2,006, 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.)



<PAGE>


10.91             Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Phil Huss.  Option Agreement, datedas of April 1, 1996
                  between Pollution Research and Control Corp. and Phil Hull.  (Incorporated herein
                  by reference to Exhibit 4.11 to the Registration Statement on Form S-3
                  (Registration No. 33-14133) of Pollution Research and Control Corp. dated October
                  15, 1996.)

10.92             Consulting Agreement dated as of May 30, 1996, between Pollution Research and
                  Control Corp. 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 Pollution Research and Control Corp. dated
                  October 15, 1996.)

10.93             Non-Qualified Stock Option Agreement dated as of May 30, 1996, between
                  Pollution Research and Control Corp. 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 Pollution Research and Control Corp.
                  dated October 15, 1996.)

10.94             Non-Qualified Stock Option Agreement dated as of May 30, 1996, between
                  Pollution Research and Control Corp. 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 Pollution Research and Control Corp. dated October 15, 1996.)

10.95             Amendment to Non-Qualified Stock Option Agreement dated July 31, 1996,
                  between Pollution Research and Control Corp. 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 Pollution
                  Research and Control Corp. dated October 15, 1996.)

10.96             Amendment to Non-Qualified Stock Option Agreement dated July 31, 1996,
                  between Pollution Research and Control Corp. and Robert B. Prag.  (Incorporated
                  herein by reference to Exhibit 4.16 to the Registration Statement on Form S-3
                  (Registration No. 33-14133)  of Pollution Research and Control Corp. dated
                  October 15, 1996.)

10.97             Amendment to Consulting Agreement dated 5/30/96 between Pollution Research
                  and Control Corp. 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 Pollution Research and
                  Control Corp. dated October 15, 1996.)


10.98             Second Amendment to Consulting Agreement dated 5/30/96 between Pollution
                  Research and Control Corp. and Liviakis Financial Communications, Inc. dated as
                  of August 28, 1996.  (Incorporated herein by reference to Exhibit 4.18 to the
                  Registration Statement on Form S-3 (Registration No. 33-14133) of Pollution
                  Research and Control Corp. dated October 15, 1996.)

10.99             Option to Purchase 55,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Aubrey Hornsby;  Option Agreement dated as of May 31,



<PAGE>


                  1996, between Pollution Research and Control Corp. and Aubrey 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.)

10.100            Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Ernestine Taylor; Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.101            Option to Purchase 30,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Debbie Kendrick; Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.102            Option to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Roland Fink; Option Agreement, dated as of May 31, 1996,
                  between Pollution Research and Control Corp. 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.)

10.103            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Charles Conner; Option Agreement, dated as of May 31,
                  1996 between Pollution Research and Control Corp. 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.)

10.104            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Patricia Cudd; Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.105            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Jeffrey Harkey;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.106            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to James Bowers;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.107            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Michael Jones;  Option greement, dated as of May 31,
                  1996, between Pollution Research Corp. 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.)




<PAGE>


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

10.109            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Daniel Patanjo;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.110            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Karen Perry;  Option Agreement, dated as of May 31, 1996,
                  between Pollution Research and Control Corp. 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.)

10.111            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Ricky Sonnier;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.112            Option to Purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Victor Valerio;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.113            Option to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Spencer Abrams;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.114            Option to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Dan Busby;  Option Agreement, dated as of May 31, 1996,
                  between Pollution Research and Control Corp. 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.)

10.115            Option to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Frank Getautas;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)

10.116            Option to Purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Mitzi Narramore;  Option Agreement, dated as of May 31,
                  1996, between Pollution Research and Control Corp. 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.)



<PAGE>


10.117            Option to Purchase 300,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Ron Logan-Sinclair; Option  Agreement, dated as of June
                  1, 1996, between Pollution Research and Control Corp. 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.)

10.118            Option to Purchase 123,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Albert E. Gosselin;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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.)

10.119            Option to Purchase 120,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Albert E. Gosselin;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. and Albert E. Gosslein.
                  (Incorporated herein by reference to Exhibit 4.19 to the Registration Statement on
                  Form S-3 (Registration No. 33-14133) of Pollution Research and Control Corp.
                  dated October 15, 1996.)

10.120            Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Gary L. Dudley;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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 Pollution Research and Control
                  Corp.dated October 15, 1996.)

10.121            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Gary L. Dudley;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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.)

10.122            Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Craig E. Gosselin; Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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 Pollution Research and Control Corp.
                  dated October 15, 1996.)

10.123            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Craig E. Gosselin;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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.)

10.124            Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Cynthia L. Gosselin;  Option Agreement, dated as of June
                  1, 1996, between Pollution Research and Control Corp. 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 Pollution Research and Control Corp.
                  dated October 15, 1996.



<PAGE>


10.125            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Cynthia L. Gosslin;  Option Agreement, dated as of June
                  1, 1996, between Pollution Research and Control Corp. 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.)

10.126            Option to Purchase 40,000 shares of Common Stock of Pollution Research and
                  Control Corp. issued to Marcia Smith; Option Agreement, dated as of June 1, 1996,
                  between Pollution Research and Control Corp. and Marcia Smith. (Incorporated
                  herein by reference to Exhibit 4.23 to the Registration Statement on Form S-3
                  (Registration No. 33-14133) of Pollution Research and Control Corp. dated October
                  15, 1996.)

10.127            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Marcia Smith;  Option Agreement, dated as of June 1, 1996,
                  between Pollution Research and Control Corp. and Marcia Smith. (Incorporated
                  herehin by reference to Exhibit 10.127 to the Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996.)

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

10.129            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Margaret Jones;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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.)

10.130            Option to Purchase 37,500 Shares of Common Stock of Pollution Research Corp.
                  issued to Lee Sion;  Option Agreement, dated as of June 1, 1996, between Pollution
                  Research and Control Corp. 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.)

10.131            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Patricia Cudd;  Option Agreement, dated as of June 1,
                  1996, between Pollution Research and Control Corp. 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.)

10.132            Option to Purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Roland Fink;  Option Agreement, dated as of June 1, 1996,
                  between Pollution Research and Control Corp. 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.)

10.133            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and John Ann Hotchkiss;  Warrant to Purchase 291,667 Shares of
                  Common Stock of Pollution Research and Control Corp. dated June 15, 1996,
                  issued to John Ann Hotchkiss. (Incorporated herein by reference to Exhibits 4.25



<PAGE>


                  and 4.26 to the Registration Statement on Form S-3 (Registration No. 33-14133)
                  of Pollution Research and Control Corp. dated October 15, 1996.)

10.134            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and David Firestone;  Warrant to Purchase 166,667 Shares of
                  Common Stock of Pollution Research and Control Corp. 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.135            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Irawan Onggara;  Warrant to Purchase 166,667 Shares of
                  Common Stock of Pollution Research and Control Corp., 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.136            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and John M. Liviakis;  Warranto to Purchase 66,667 Shares of
                  Common Stock of Pollution Research and Control Corp. 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.137            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Robert S. London;  Warrant to Purchase 66,667 Shares of
                  Common Stock of Pollution Research and Control Corp., 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

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

10.139            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Shawn Cady;  Warrant to Purchase 41,667 Shares of Common
                  Stock of Pollution Research and Control Corp., 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 Pollution
                  Research and Control Corp. dated October 15, 1996.)

10.140            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Donald Carstens;  Warrant to Purchase 41,667 Shares of
                  Common Stock of Pollution Research and Control Corp., dated June 15, 1996
                  issued to Donald Carstens. (Incorporated herein by reference to Exhibits 4.39 and



<PAGE>

                  4.40 to the Registration Statement on Form S-3 (Registration No. 33-14133) of
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.141            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Ling Nen Chuan;  Warrant to Purchase 41,667 Shares of
                  Common Stock of Pollution Research and Control Corp., 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.142            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Sanibel Capital Corporation;  Warrant to Purchase 41,667 Shares
                  of Common Stock of Pollution Research and Control Corp. 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 Pollution Research and Control Corp. dated October 15, 1996.)

10.143            Purchase Agreement, dated as of June 14, 1996, between Pollution Research and
                  Control Corp. and Donna Sizemore;  Warrant to Purchase 8,333 Shares of Common
                  Stock of Pollution Research and Control Corp., 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 Pollution
                  Research and Control Corp. dated October 15, 1996.)

10.144            Option to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Randy Foy;  Option Agreement, dated as of July 1, 1996,
                  between Pollution Research and Control Corp. and Randy Foy. (Incorporated herein
                  by reference to Exhibits 4.47 to the Registration Statement on Form S-3
                  (Registration No. 33-14133) of Pollution Research and Control Corp. dated October
                  15, 1996.)

10.145            Option to Purchase 40,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Paul Richardson;  Option Agreement, dated as of August
                  6, 1996, between Pollution Research and Control Corp. 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.)

10.146            Letter  Agreement, dated as of September 20, 1996, between Pollution Research
                  and Control Corp. and Neil C. Sullivan;  Warrant to Purchase 300,000 Shares of
                  Common Stock of Pollution Research and Control Corp. 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
                  Pollution Research and Control Corp. dated October 15, 1996.)

10.147            Consulting Agreement dated November 19, 1996, between Pollution Research and
                  Control Corp. 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.)

10.148            Option to Purchase 400,000 Shares of Pollution Research and Control Corp. issued
                  to Fenway Advisory Group;  Option Agreement dated as of November 19, 1996,
                  between Pollution Research and Control Corp. 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.)



<PAGE>


10.149            Option to purchase  40,000 Shares of Common Stock of Pollution
                  Research and Control Corp. dated as of March 3, 1997 issued to
                  Barry  Soltani.  (Incorporated  herein by reference to Exhibit
                  10.149 to the Annual  Report on Form 10-K for the fiscal  year
                  ended December 31, 1997.)

10.150            Option to purchase  50,000 Shares of Common Stock of Pollution
                  Research and Control  Corp.  dated as of April 30, 1997 issued
                  to  Jorel  Management.(Incorporated  herein  by  reference  to
                  Exhibit  10.150  to the  Annual  Report  on Form  10-K for the
                  fiscal year ended December 31, 1997.)

10.151            Employment Agreement, dated June 9, 1997, between Pollution Research and
                  Control Corp. and Marcia Smith.  (Incorporated herein by reference to Exhibit
                  10.151 to the Annual Report on Form 10-K for the fiscal year ended December 31,
                  1997.)

10.152            Amended Employment Agreement dated February 9, 1998 between Pollution
                  Research and Control Corp. and Cindy Gosselin.  (Incorporated herein by reference
                  to Exhibit 10.152 to the Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1997.)

10.153            Letter Agreement dated 3-10-98 to annul the acquisition of Logan Research
                  Limited  (LRL) by Logan Medical Devices (LMD). (Incorporated herein by
                  reference to Exhibit 10.153to the Annual Report on Form 10K for the fiscal year
                  ended December 31, 1997.)

10.154            Purchase Agreement dated May 8, 1998 between Pollution Research and Control
                  Corp. 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 10K for the fiscal year ended December 31, 1998.)

10.155            Purchase Agreement dated May 8, 1998 between Pollution Research and Control
                  Corp. 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 10K for the fiscal year ended December 31, 1998.)

10.156            Purchase Agreement dated May 8, 1998 between Pollution Research and Control
                  Corp. 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 10K for the fiscal year ended December 31, 1998.)

10.157            Purchase Agreement dated June 19, 1998  between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.158            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.159            Purchase Agreement dated June 19, 1998 between Pollution Research and Control



<PAGE>

                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.160            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.161            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. and Fred J. Zalokar to purchase 23,000 shares of Common Stock.
                  (Incorporated herein by reference to Exhibit 10.161 to the Annual Report on Form
                  10K for the fiscal year ended December 31, 1998.)

10.162            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.163            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.164            Purchase Agreement dated June 19, 1998 between Pollution Research and Control
                  Corp. 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
                  10K for the fiscal year ended December 31, 1998.)

10.165            Option to purchase 23,125 Shares of Pollution Research and Control Corp. issued
                  to Phoenix Alliance, Inc.; Option Agreement dated June 19, 1998 between Pollution
                  Research and Control Corp. and Phoenix Alliance, Inc. (Incorporated herein by
                  reference to Exhibit 10.165 to the Annual Report on Form 10K for the fiscal year
                  ended December 31, 1998.)

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

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

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

10.169            Promissory Note dated as of January 27, 1999 between Pollution Research and



<PAGE>

                  Control Corp. and Mark S. Rose. (Incorporated herein by reference to Exhibit
                  10.169 to the Annual Report on Form 10K for the fiscal year ended December 31,
                  1998.)

10.170            Option to purchase 48,000 Shares of Common Stock issued to Mark S. Rose;
                  OptionAgreement dated as of January 27, 1999 between Pollution Research and
                  Control Corp. and Mark S. Rose. (Incorporated herein by reference to Exhibit
                  10.170 to the Annual Report on Form 10K for the fiscal year ended December 31,
                  1998.)

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

10.172            Option to purchase 5,000 Shares of Common Stock of Pollution Research and
                  Control Corp.; Option Agreement dated as of January 27, 1999 between Pollution
                  Research and Control Corp. and Rosemary Althaus. (Incorporated herein by
                  reference to Exhibit 10.172 to the Annual Report on Form 10K for the fiscal year
                  ended December 31, 1998.)

10.173            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  Pollution
                  Research   and   Control   Corp.   and   William  T.   Richey.
                  (Incorporated  herein by  reference  to Exhibit  10.173 to the
                  Annual  Report on Form 10K for the fiscal year ended  December
                  31, 1998.)

10.174            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 Pollution Research and Control Corp. and Ronald E.
                  Patterson. (Incorporated herein by reference to Exhibit 10.174 to the Annual Report
                  on Form 10K for the fiscal year ended December 31, 1998.)

10.175            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  Pollution
                  Research and Control  Corp.  and Phillip  Huss.  (Incorporated
                  herein by reference to Exhibit  10.175 to the Annual Report on
                  Form 10K for the fiscal year ended December 31, 1998.)

10.176            Option to Purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Anthony Reneau;Option Agreement dated as of February
                  25, 1999 between Pollution Research and Control Corp. and Anthony Reneau.
                  (Incorporated herein by reference to Exhibit 10.176 to the Annual Report on Form
                  10K for the fiscal year ended December 31, 1998.)

10.177            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 Pollution Research and Control Corp and Alan L.
                  Talesnick. (Incorporated herein by reference to Exhibit 10.177 to the Annual Report
                  on Form 10K for the fiscal year ended December 31, 1998.)

10.178            Investment Letter and Memorandum of Subscription/Purchase Agreement to
                  purchase 33,333 units consisting of 33,333 shares of Common Stock and 33,333



<PAGE>

                  warrants to purchase Common Stock, dated as of February 25, 1999, between
                  Pollution Research and Control Corp. and Maria Molinsky.  (Incorporated herein
                  by reference to Exhibit 4.11 to the Registration Statement on Form S-1, File #333-
                  87965 of Pollution Research and Control Corp. dated September 28,1999.)

10.179            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
                  Pollution Research and Control Corp. and Jennifer S. Jauregui. (Incorporated herein
                  by reference to Exhibit 4.14 to the Registration Statement on Form S-1, File #333-
                  87965 of Pollution Research and Control Corp. dated September 28, 1999.)

10.180            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
                  Pollution Research and Control Corp. and Cynthia L. Gosselin. (Incorporated herein
                  by reference to Exhibit 4.15 to the Registration Statement on Form S-1, File #333-
                  87965 of Pollution Research and Control Corp. dated September 28, 1999.

10.181            Investment Letter and Memorandum of Subscription/Purchase Agreement to
                  purchase 133,333  shares of Common Stock  dated May 19, 1999, between
                  Pollution Research and Control Corp. 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 Pollution Research and Control Corp. dated
                  September 28, 1999.

10.182            Investment Letter and Memorandum of Subscription/Purchase Agreement to
                  purchase 66,667   shares of Common Stock  dated May 19, 1999, between Pollution
                  Research and Control Corp. 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 Pollution Research and Control Corp. dated
                  September 28, 1999.)

10.183            18% Subordinated Convertible Debenture Due December 1, 1999, between
                  Pollution Research and Control Corp. 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 Pollution Research and Control Corp. dated
                  September 28, 1999.)

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

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

10.186            Investment Letter and Memorandum of Subscription/Purchase Agreement to
                  purchase 80,000  shares of Common Stock  dated  July 16, 1999, between Pollution
                  Research and Control Corp. and Ronald E. Patterson.  (Incorporated herein by



<PAGE>

                  reference to Exhibit 4.21 to the Registration Statement on Form S-1, File #333-
                  87965 of Pollution Research and Control Corp. dated September 28, 1999.)

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

10.188            Lock-up Agreement, dated August 12, 1999, between Pollution Research and
                  Contnrol Corp. 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
                  Pollution Research and Control Corp. dated September 28, 1999.)

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

10.190            Escrow  Agreement dated August 12, 1999, among Pollution Research and Control
                  Corp., 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 Pollution Research and Control Corp. dated September 28, 1999.)

10.191            12% Subordinated Convertible Debenture Due June 1, 2000, dated September 1,
                  1999, between Pollution Research and Control Corp. and Spiga Limited.
                  (Incorporated herein by reference to Exhibit 4.26 to the Registration Statement on
                  Form S-1, File #333-87965 of Pollution Research and Control Corp. dated
                  September 28, 1999.)

10.192            12% Subordinated Convertible Debenture Due June 1, 2000, dated September 1,
                  1999, between Pollution Research and Control Corp. and Spiga Limited.
                  (Incorporated herein by reference to Exhibit 4.27 to the Registration Statement on
                  Form S-1, File #333-87965 of Pollution Research and Control Corp. dated
                  September 28, 1999.)

10.193            Investment Letter and Memorandum of Subscription/Purchase Agreement to
                  purchase 50,000  shares of Common Stock  dated  September 13, 1999, between
                  Pollution Research and Control Corp. and Matis Molinsky.  (Incorporated herein
                  by reference to Exhibit 4.28 to the Registration Statement on Form S-1, File #333-
                  87965 of Pollution Research and Control Corp. dated September 28, 1999.)

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

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

10.196*           Warrant to purchase 75,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to IIG Capital LLC; Warrant Agreement dated as of June 1,
                  1999 between Pollution Research and Control Corp. and IIG Capital LLC.

10.197*           Warrant to purchase 30,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Astor Capital; Warrant Agreement dated as of June 1, 1999
                  between Pollution Research and Control Corp. and Astor Capital.
<PAGE>



10.198*           Warrant to purchase 22,500 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Spiga Limited; Warrant Agreement dated as of September
                  1, 1999 between Pollution Research and Control Corp. and Spiga Limited.

10.199*           Warrant to purchase 18,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Astor Capital; Warrant Agreement dated as of September
                  1, 1999 between Pollution Research and Control Corp. and Astor Capital.

10.200*           Warrant to purchase 22,500 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Spiga Limited; Warrant Agreement dated as of September
                  1, 1999 between Pollution Research and Control Corp. and Spiga Limited.

10.201*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to IIG Capital LLC; Warrant Agreement dated as of
                  December 1, 1999 between Pollution Research and Control Corp. and IIG Capital
                  LLC.

10.202*           Warrant to purchase 20,475 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Phillip T. Huss; Warrant Agreement dated as of July 16,
                  1999 between Pollution Research and Control Corp. and Phillip T. Huss.

10.203*           Warrant to purchase 54,525 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Ronald E. Patterson;  Warrant Agreement dated as of July
                  16, 1999 between Pollution Research and Control Corp. and Ronald E. Patterson.

10.204*           Warrant to purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Fidelity Funding; Warrant Agreement dated as of August
                  12, 1999 between Pollution Research and Control Corp. and Fidelity Funding.

10.205*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Maria Molinsky; Warrant Agreement dated as of
                  September 13, 1999 between Pollution Research and Control Corp. and Maria
                  Molinsky.

10.206*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Lee Sion; Warrant Agreement dated as of  September 13,
                  1999 between Pollution Research and Control Corp. and Lee Sion.

10.207*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control  Corp. issued to Steven Sion; Warrant Agreement dated as of September 13,
                  1999 between Pollution Research and Control Corp. and Steven Sion.

10.208*           Registration Rights Agreement, dated June 1, 1999 between Pollution Research and
                  Control Corp.  and Venezuela Recovery Fund.


<PAGE>

10.209*           Registration Rights Agreement, Dated September 1, 1999 between Pollution
                  Research and Control Corp. and Spiga Limited.

10.210            12% Subordinated Convertible Debenture Due February 23, 2001, Dated February
                  16, 2000, between Pollution Research and Control Corp. 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.)

10.211*           Warrant to purchase 200,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Britannica Associates Limited; Warrant Agreement dated
                  as of February 23, 2000.

10.212*           Warrant to purchase 100,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Britannica Associates Limited; Warrant Agreement dated
                  as of February 23, 2000.

10.213*           Warrant to purchase 20,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Astor  Capital; Warrant Agreement dated as of February 23,
                  2000.

10.214*           Registration Rights Agreement, Dated February 23, 2000 between Pollution
                  Research and Control Corp. and Britannica Associates Limited.

10.215*           Promissory Note due March 21, 2000 dated as of January 21, 2000 between
                  Pollution Research and Control Corp. and Britannica Associates, Ltd.

10.216*           Amendment to Compromise and Settlement  Agreement  between Fidelity Funding,
                  Inc. and Pollution Research and Control Corp. dated March 24, 2000.

10.217*           Warrant to purchase 87,141 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Phillip T. Huss.  Warrant Agreement dated as of March 31,
                  2000.

10.218*           Warrant to purchase 187,858 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Ronald E. Patterson.  Warrant Agreement dated as of March
                  31, 2000.

10.219*           Warrant to purchase 46,875 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Lee Sion.  Warrant Agreement dated as of March 31, 2000.

10.220*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Steven Sion.  Warrant Agreement dated as of March 31,
                  2000.

0.221*           Warrant to purchase 10,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Patricia Cudd.  Warrant Agreement dated as of March 31,
                  2000.

10.222*           Warrant to purchase 14,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Alan Talesnick.  Warrant Agreement dated as of March 31,
                  2000.

10.223*           Warrant to purchase 25,000 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to William Richey.  Warrant Agreement dated as of March 31,
                  2000.

10.224*           Warrant to purchase 33,333 Shares of Common Stock of Pollution Research and
                  Control Corp. issued to Maria Molinsky.  Warrant Agreement dated as of March 31,
                  2000.
21*               List of Subsidiaries


*Filed herewith

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