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                                                          EXHIBIT 10.121


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





             OPTION TO PURCHASE   20,000 SHARES OF COMMON STOCK OF
                      POLLUTION RESEARCH AND CONTROL CORP.

                             FROM  JANUARY 7, 1998
          VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON  JANUARY 6, 2002


         This certifies that Gary L. Dudley  or registered assigns, is
entitled, subject to the terms set forth below, to purchase from Pollution
Research and Control Corp., a California corporation (the "Company"), the above
number of fully paid and nonassessable shares of Common Stock of the Company
("Common Stock") at a purchase price of  $1.10 per share ("Purchase Price").

         This Option is exercisable from January 7, 1998  to and including 5:00
p.m., Los Angeles time, on January 6, 2002.

Registered Owner:         Gary L. Dudley

Purchase Price:           $1.10 per share





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                                OPTION AGREEMENT


                 This Option Agreement (the "Agreement") is made and entered
into effective as of  June 1, 1996 by and between Pollution Research and
Control Corp., a California corporation ("PRCC") and  Gary L. Dudley
("Optionee").

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

                 WHEREAS, PRCC is willing to grant Optionee an option to
purchase up to an aggregate of  20,000  shares of the no par value common stock
of PRCC (the "Common Stock") under the terms and conditions set forth below.

                 NOW, THEREFORE, the parties agree as follows:

                 1.       GRANT OF OPTION.   PRCC hereby grants to Optionee, as
a matter of separate agreement and not in lieu of other compensation for
services, the right and option (the "Option") to purchase on the terms and
conditions set forth in this Agreement all or any part of up to an aggregate of
20,000  shares of Common Stock (the "Option Shares"), for continuous,
uninterrupted, employment service to PRCC or by specific acknowledgement of
exception by the Company's Board of Directors.

                 2.       OPTION PRICE.   At any time when shares of Common
Stock are to be purchased pursuant to the Option, the purchase price for each
Option share shall be $1.10  (the ""Option Price"), and for purposes of record,
the bid price of the Company's stock on this date was $.94 cents.

                 3.       OPTION PERIOD.   The option period shall commence on
January 7, 1998  (the "Date of Grant") and shall terminate four (4) years from
the Date of Grant.

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





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

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

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

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

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

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





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

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

                          (g)     His residence set forth below is his true and
correct residence, and he has no present intention of becoming a resident or
domiciliary of any other state of jurisdiction;

                          (h)     In making the decision to accept the Option
and/or purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;

                          (i)     No federal or state agency has made any
finding or determination as to the fairness of an investment in PRCC; and

                          (j)     He understands that all the representations
and warranties made by him herein, and all information furnished by him to
PRCC, is true, correct and complete in all respects.

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

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





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



                 8.       Transferability of Option.           The Option shall
not be transferable except by the laws of descent and distribution and any
attempt to do so shall void the Option.

                 9.       ADJUSTMENT.      The Option Price and the number and
kind of Option Shares shall be subject to corresponding adjustment in the event
of any change in the Common stock by reason of any reclassification,
recapitalization, split-up, combination, exchange of shares, readjustment or
stock dividend, in like manner as if such Option Shares had been issued and
outstanding, fully paid and non-assessable at the time of such occurrence.

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

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


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

                 OPTIONEE:        Gary L. Dudley
                                  506 Paula Avenue
                                  Glendale, CA  91201



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





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                 12.      GENERAL PROVISIONS.  This Agreement:

                          (a)     Contains the entire agreement between PRCC
and Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;

                          (b)     Shall not be construed to give Optionee any
rights as to PRCC or the Common Stock, except as specifically provided herein;

                          (c)     May not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with such amendment or waiver;

                          (d)     Shall be construed in accordance with, and
governed by, the laws of the State of California; and

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

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


                                          PRCC:

                                          POLLUTION RESEARCH AND CONTROL
                                          CORP., a California corporation

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

                                          OPTIONEE:


                                          /s/ GARY L. DUDLEY
                                          -------------------------------------
                                          Gary L. Dudley



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






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                                   EXHIBIT A


                    To Pollution Research and Control Corp.

                   NOTICE AND AGREEMENT OF EXERCISE OF OPTION


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



____________________________            ____________________________
(Print Your Name)                       Signature





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