EXHIBIT 10.197

                                 FORM OF WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                                       POLLUTION RESEARCH AND CONTROL CORP.

                              Expires June 1, 2002

Date of Issuance: June 1, 1999                          Number of Shares: 30,000

     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Pollution Research and Control Corp., a California corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that
Astor Capital, Inc, or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to 30,000 shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non- assessable Common Stock of the Issuer, at an
exercise price per share equal to the Warrant Price then in effect, subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth. The initial exercise price of this warrant is $1.50 per share (subject to
adjustment as hereinafter provided). Capitalized terms used in this Warrant and
not otherwise defined herein shall have the respective meanings specified in
Section 8 hereof.

     1. Term. The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on the date of issuance of this Warrant and
shall expire at 5:00 p.m., eastern time, on the third anniversary of the issue
date (June 1, 2002, such period being the "Term").

     2. Method of Exercise Payment: Issuance of New Warrant: Transfer and
Exchange.

     (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part at any time and from time to time during the
Term.

     (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of



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shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such holder's election (i) by certified or official bank
check or (ii) wire transfer.

     (c) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the Shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d) Transferability of Warrant. Subject to Section 2(e), this Warrant may
be transferred by a Purchaser without the consent of the Company. If transferred
pursuant to this paragraph and subject to the provisions of subsection (e) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

     (e) Compliance with Securities Laws.

          (i) The Holder of this Warrant, by acceptance hereof, acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired solely for the Holder's own account and not as a
     nominee for any other party, and for investment, and that the Holder will
     not offer, sell or otherwise dispose of this Warrant or any shares of
     Warrant Stock to be issued upon exercise hereof except pursuant to an
     effective registration statement, or an exemption from registration, under
     the Securities Act and any applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates representing share of Warrant Stock issued upon exercise
     hereof shall be stamped or imprinted with a legend in substantially the
     following form:

               THIS WARRANT AND THE SHARE OF COMMON STOCK ISSUABLE UPON EXERCISE
               HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
               AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS
               AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
               REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
               SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
               ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
               SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
               SECURITIES LAWS IS NOT REQUIRED.

          (iii) The restrictions imposed by this subsection (e) upon the
     transfer of this Warrant and the shares of Warrant Stock to be purchased
     upon exercise hereof shall terminate (A) when such securities shall have
     been effectively registered under the Securities Act, (B) upon the Issuer's
     receipt of an opinion of counsel, in form and substance reasonable
     satisfactory to the Issuer, addressed to the Issuer to the effect that such
     restrictions are no longer required to ensure compliance with the
     Securities Act and state securities laws or (C) upon the Issuer's receipt
     of other evidence reasonably satisfactory to the Issuer that such
     registration and qualification under state securities laws is not required/
     Whenever such restrictions shall cease and terminate as to any such
     securities, the Holder thereof shall be entitled to receive from the Issuer
     (or its transfer agent and registrar), without expense (other than
     applicable transfer taxes, if any), new Warrants (or, in the case of shares
     of Warrant Stock, new certificates) of like tenor not not bearing the
     applicable legend required by paragraph (ii) above relating to the
     Securities Act and state securities laws.

     (f) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such holder shall fail to make any such request, the
failure shall not affect the continuing obligations of the Issuer to afford such
rights to such Holder.

     3. Stock Fully Paid:Reservation and Listing of Shares:Covenants

     (a) Stock Full Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through the Issuer. The Issuer further covenants and agrees that
during the period within which this Warrant may be exercised, the Issuer will at
all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

     (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any



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federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

     (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will:

          (i) not permit the par value, if any, of its Common Stock to exceed
     the then effective Warrant Price,

          (ii) no amend or modify an provision of the Certificate of
     Incorporation or by-laws of the Issuer in any manner that would adversely
     affect in any way the powers, preferences or relative participating,
     optional or other special rights of the Common Stock or which would
     adversely affect the rights of the Holders of the Warrants,

          (iii) take all such action as may be reasonably necessary in order
     that the Issuer may validly and legally issue fully paid and nonassessable
     shares of Common Stock, free and clear of any liens, claims, encumbrances
     and restrictions (other than as provided herein) upon the exercise of this
     Warrant, and

          (iv) use its best efforts to obtain all such authorizations,
     exemptions or consents from any public regulatory body having jurisdiction
     thereof as may be reasonably necessary to enable the Issuer to perform its
     obligations under this Warrant.

     (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer,
or, in the case of any such mutilation, upon surrender and cancellation of such




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Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e) Rights and Obligations under the Registration Rights Agreement. The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the Registration Rights Agreement dated as of even date herewith between the
Issuer and the Holder listed on the signature pages thereof (as amended from
time to time, the "Registration Rights Agreement"). The Issuer shall keep or
cause to be kept a copy of the Registration Rights Agreement, and any amendments
thereto, at its chief executive office and shall furnish, without charge, copies
thereof to the Holder upon request.

     4. Adjustment of Warrant Price and Warrant Share Number. The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:

     (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

     (i) In case the Issuer after the Original Issue Date shall do any of the
following (each, a "Triggering Event"):

          (a) consolidate with or merge into any other Person and the Issuer
     shall not be the continuing or surviving corporation of such consolidation
     or merger, or

          (b) permit any other Person to consolidate with or merge into the
     Issuer and the Issuer shall be the continuing or surviving Person but, in
     connection with such consolidation or merger, any Capital Stock of the
     Issuer shall be changed into or exchanged for Securities of any other
     Person or cash or any other property, or

          (c) transfer all or substantially all of its properties or assets to
     any other Person, or

          (d) effect a capital reorganization or reclassification of its Capital
     Stock,

then, and in the case of each such Triggering Event, proper provision shall be
made so that, upon the basis and the terms and in the manner provided in this
Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise
hereof at any time after the consummation of such Triggering Event, to the
extent this Warrant is not exercised prior to such Triggering Event, or is
redeemed in connection with such Triggering Event, to receive at the Warrant
Price in effect at the time immediately prior to the consummation of such
Triggering Event in lieu of the Common Stock issuable upon such exercise of this
Warrant prior to such Triggering Event, the Securities, cash and property to
which such Holder would have been entitled upon the consummation of such
Triggering Event if such Holder had exercised the rights represented by this
Warrant immediately prior thereto, subject to adjustments and increases
(subsequent to such corporate action) as nearly equivalent as possible to the



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adjustments provided for in Section 4 hereof or (y) to sell this Warrant (or, at
such Holder's election, a portion hereof) concurrently with the Triggering Event
to the Person continuing after or surviving such Triggering Event, or to the
Issuer (if Issuer is the continuing or surviving Person) at a sales price equal
to the amount of cash, property and/or Securities to which a holder of the
number of shares of Common Stock which would otherwise have been delivered upon
the exercise of this Warrant would have been entitled upon the effective date of
closing of any such Triggering Event (the "Event Consideration"), less the
amount or portion of such Event Consideration having a fair value equal to the
aggregate Warrant Price applicable to this Warrant or the portion hereof so
sold.

     (ii) Notwithstanding anything contained in this Warrant to the contrary,
the Issuer will not effect any Triggering Event unless, prior to the
consummation thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
under this Warrant (and if the Issuer shall survive the consummation of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from, and continuing obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance with the foregoing provisions of this subsection
(a), such Holder shall be entitled to receive, and such Person shall have
similarly delivered to such Holder an opinion of counsel for such Person, which
counsel shall be reasonably satisfactory to such holder, stating that this
Warrant shall thereafter continue in full force and effect and the terms hereof
(including, without limitation, all of the provisions of the subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required to delivery upon any exercise of this Warrant or the exercise of any
rights pursuant hereto.

     (iii) If with respect to any Triggering Event, the Holder of this Warrant
has exercised its right as provided in clause (y) of subparagraph (i) of this
subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees that
as a condition to the consummation of any such Triggering Event the Issuer shall
secure such right of Holder to sell this Warrant to the Person continuing after
or surviving such Triggering Event and the Issuer shall not effect any such
Triggering Event unless upon or prior to the consummation thereof the amounts of
cash, property and/or Securities required under such clause (y) are delivered to
the Holder of this Warrant. The obligation of the Issuer to secure such right of
the Holder to sell this Warrant shall be subject to such Holder's cooperation
with the Issuer, including, without limitation, the giving of customary
representations and warranties to the purchaser in connection with any such
sale. Prior notice of any Triggering Event shall be given to the Holder of this
Warrant in accordance with Section 12 hereof.

     (b) Subdivision or Combination of Shares. If the Issuer, at any time while
this Warrant is outstanding, shall subdivide or combine any shares of Common
Stock, (i) in case of subdivision of shares, the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer shall take a record of Holders of its Common Stock for the purpose of so
subdividing, as at the applicable record date, whichever is earlier) to reflect
the increase in the total number of shares of Common Stock outstanding as a
result of such subdivision, or (ii) in the case of a combination of shares, the




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Warrant Price shall be proportionately increased (as at the effective date of
such combination or, if the Issuer shall take a record of Holders of its Common
Stock for the purpose of so combining, as at the applicable record date,
whichever is earlier) to reflect the reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c) Certain Dividends and Distributions. If the Issuer, at any time while
this Warrant is outstanding, shall:

          (i) Stock Dividends. Pay a dividend in, or make any other distribution
     to its stockholders (without consideration therefor) or, shares of Common
     Stock, the Warrant Price shall be adjusted, as at the date the Issuer shall
     take a record of the Holders of the Issuer's Capital Stock for the purpose
     of receiving such dividend or other distribution (or if no such record is
     taken, as at the date of such payment or other distribution), to that price
     determined by multiplying the Warrant Price in effect immediately prior to
     such record date (or if no such record is taken, then immediately prior to
     such payment of other distribution), by a fraction (1) the numerator of
     which shall be the total number of shares of Common Stock outstanding
     immediately prior to such dividend or distribution, and (2) the denominator
     of which shall be the total number of shares of Common Stock outstanding
     immediately after such dividend or distribution (plus in the event that the
     Issuer paid cash for fractional shares, the number of additional shares
     which would have been outstanding had the Issuer issued fractional shares
     in connection with said dividends); or

          (ii) Other Dividends. Pay a dividend on, or make any distribution of
     its assets upon or with respect to (including, but not limited to, a
     distribution of its property as a dividend in liquidation or partial
     liquidation or by way of return of capital), the Common Stock (other than
     as described in clause (i) of this subsection (c)), or in the event that
     the Company shall offer options or rights to subscribe for shares of Common
     Stock, or issue any Common Stock Equivalents, to all of its holders of
     Common Stock, then on the record date for such payment, distribution or
     offer, or, in the absence of a record date, on the date of such payment,
     distribution or offer, the Holder shall receive what the Holder would have
     received had it exercised this Warrant in full immediately prior to the
     record date of such payment, distribution or offer or, in the absence of a
     record date, immediately prior to the date of such payment, distribution or
     offer.

     (d) Purchase of Common Stock by the Issuer. If the Issuer at any time while
this Warrant is outstanding shall, directly or indirectly through a Subsidiary
or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock
at a price per share greater than the Per Share Market Value then in effect,
then the Warrant Price upon each such purchase, redemption or acquisition shall
be adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately


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after such purchase, redemption or acquisition. For the purposes of this
subsection (f), the date as of which the Per Share Market Value shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock. For the purposes of this subsection (f), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.

     (e) Other Provisions Applicable to Adjustments Under this Section 4. The
following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4:

          (i) Computation of Consideration. The consideration received by the
     Issuer shall be deemed to be the following: to the extent that any
     Additional Shares of Common Stock or any Common Stock Equivalents shall be
     issued for a cash consideration, the consideration received by the Issuer
     therefor, or if such Additional Shares of Common Stock or Common Stock
     Equivalents are offered by the Issuer for subscription, the subscription
     price, or, if such Additional Shares of Common Stock or Common Stock
     Equivalents are sold to underwriters or dealers for public offering without
     a subscription offering, the public offering price, in any such case
     excluding any amounts paid or receivable for accrued interest or accrued
     dividends and without deduction of any compensation, discounts,
     commissions, or expenses paid or incurred by the Issuer for or in
     connection with the underwriting thereof or otherwise in connection with
     the issued thereof; to the extent that such issuance shall be for a
     consideration other than cash, then, except as herein otherwise expressly
     provided, the fair market value of such consideration at the time of such
     issuance as determined in good faith by the Board. The consideration for
     any Additional Shares of common Stock issuable pursuant to any Common Stock
     Equivalents shall be the consideration received by the Issuer for issuing
     such Common Stock Equivalents, plus the additional consideration payable to
     the Issuer upon the exercise, conversion or exchange of such Common Stock
     Equivalents. In case of the issuance at any time of any Additional Shares
     of Common Stock or Common Stock Equivalents in payment or satisfaction of
     any dividend upon any class of Capital Stock of the Issuer other than
     Common Stock, the Issuer shall be deemed to have received for such
     Additional Shares of Common Stock or Common Stock Equivalents a
     consideration equal to the amount of such dividend so paid or satisfied. In
     any case in which the consideration to be received or paid shall be other
     than cash, the Board shall notify the Holder of this Warrant of its
     determination of the fair market value of such consideration prior to
     payment or accepting receipt thereof. If, within thirty days after receipt
     of said notice, the Majority Holders shall notify the Board in writing of
     their objection to such determination, a determination of the fair market
     value of such consideration shall be made by an Independent Appraiser
     selected by the Majority Holders with the approval of the Board (which
     approval shall not be unreasonable withheld), whose fees and expenses shall
     be paid by the Issuer.




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          (ii) Readjustment of Warrant Price. Upon the expiration or termination
     of the right to convert, exchange or exercise any Common Stock Equivalent
     the issuance of which effected an adjustment in the Warrant Price, if such
     Common Stock Equivalent shall not have been converted, exercised or
     exchanged in its entirety, the number of shares of Common Stock deemed to
     be issued and outstanding by reason of the fact that they were issuable
     upon conversion, exchange or exercise of any such Common Stock Equivalent
     shall no longer be computed as set forth above, and the Warrant Price shall
     forthwith be readjusted and thereafter be the price which it would have
     been (but reflecting any other adjustments in the Warrant Price made
     pursuant to the provisions of this Section 4 after the issuance of such
     Common Stock Equivalent) had the adjustment of the Warrant Price been made
     in accordance with the issuance or sale of the number of Additional Shares
     of Common Stock actually issued upon conversion, exchange or issuance of
     such Common Stock Equivalent and thereupon only the number of Additional
     Shares of Common Stock actually so issued shall be deemed to have been
     issued and only the consideration actually received by the Issuer (computed
     as in clause (i) of this subsection (g) shall be deemed to have been
     received by the Issuer.

          (iii) Outstanding Common Stock. The number of shares of common Stock
     at any time outstanding shall (A) not include any shares thereof then
     directly or indirectly owned or held by or for the account of the Issuer or
     any of its Subsidiaries, and (B) be deemed to include all shares of Common
     Stock then issuable upon conversion, exercise or exchange of any then
     outstanding Common Stock Equivalents or any other evidences of
     Indebtedness, shares of Capital Stock or other Securities which are or may
     be at any time convertible into or exchangeable for shares of Common Stock
     or Other Common Stock.

     (f) Other Action Affecting Common Stock. In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock, other than an
action described in any of the foregoing subsections (a) through (g) of this
Section 4, inclusive, and the failure to make any adjustment would not fairly
protect the purchase rights represented by this Warrant in accordance with the
essential intent and principle of this Section 4, then the Warrant Price shall
be adjusted in such manner and at such time as the Board may in good faith
determine to be equitable in the circumstances.

     (g) Adjustment of Warrant Share Number. Upon each adjustment in the Warrant
Price pursuant to any of the foregoing provisions of this Section 4, the Warrant
Share Number shall be adjusted, to the nearest one hundredth of a whole share,
to the product obtained by multiplying the Warrant Share Number immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately before giving effect to such
adjustment and the denominator of which shall be the Warrant Price immediately
after giving effect to such adjustment. If the Issuer shall be in default under
any provision contained in Section 3 of this Warrant so that shares issued at
the Warrant Price adjusted in accordance with this Section 4 would not be
validly issued, the adjustment of the Warrant Share Number provided for in the
foregoing sentence shall nonetheless be made and the Holder of this Warrant
shall be entitled to purchase such greater number of shares at the lowest price
at which such shares may then be validly issued under applicable law. Such
exercise shall not constitute a waiver of any claim arising against the Issuer
by reason of its default under Section 3 of this Warrant.

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     (h) Form of Warrant after Adjustments. The form of this Warrant need not be
changed because of any adjustments in the Warrant Price or the number and kind
of Securities purchasable upon the exercise of this Warrant.

     5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" selected by the Holder,
provided that the Issuer shall have ten days after receipt of notice from such
Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty days after submission to it
of such dispute. Such opinion shall be final and binding on the parties hereto.
The fees and expenses of such accounting firm shall be paid by the Issuer.

     6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

     7. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

          "Additional Shares of Common Stock" means all shares of Common Stock
     issued by the Issuer after the Original Issue Date, and all shares of Other
     Common, if any, issued by the Issuer after the Original Issue Date, except
     the Warrant Stock, the Future Warrant Stock and Common Stock issuable upon
     exercise of existing stock options issued under any employee incentive
     stock option and/or any qualified stock option plan adopted by the Issuer.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares, interests,
     participation or other equivalents of or interest in (however designated)
     corporate stock, including, without limitation, shares of preferred or
     preference stock, (ii) all partnership interests (whether



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     general or limited) in any Person which is a partnership, (iii) all
     membership interests or limited liability company interests in any limited
     liability company, and (iv) all equity or ownership interests in any Person
     of any other type.

          "Certificate of Incorporation" means the Certificate of Incorporation
     of the Issuer as in effect on the Original Issue Date, and as hereafter
     from time to time amended, modified, supplemented or restated in accordance
     with the terms hereof and thereof and pursuant to applicable law.

          "Common Stock" means the Common Stock, $.01 par value, of the Issuer
     and any other Capital Stock into which such stock may hereafter be changed.

          "Common Stock Equivalent" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

          "Convertible Securities" means evidences of Indebtedness, shares of
     Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.

          "Governmental Authority" means any governmental, regulatory or
     self-regulatory entity, department, body, official, authority, commission,
     board, agency or instrumentality, whether federal, state or local, and
     whether domestic or foreign.

          "Holders" mean the Persons who shall from time to time own any
     Warrant. The term "Holder" means one of the Holders.

          "Independent Appraiser" means a nationally recognized or major
     regional investment banking firm or firm of independent certified public
     accountants of recognized standing (which may be the firm that regularly
     examines the financial statements of the Issuer) that is regularly engaged
     in the business of appraising the Capital Stock or assets of corporations
     or other entities as going concerns, and which is not affiliated with
     either the Issuer or the Holder of any Warrant.

          "Issuer" means Pollution Research and Control Corp., a California
     corporation, and its successors.

          "Majority Holders" means at any time the Holders of Warrants
     exercisable for a majority of the shares of Warrant Stock issuable under
     the Warrants at the time outstanding.

          "Nasdaq" means the Nasdaq Small Cap Market System.

          "Original Issue Date" means June 1, 1999.



<PAGE>


          "Other Common" means any other Capital Stock of the Issuer of any
     class which shall be authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "OTC Bulletin Board" means the over-the-counter electronic bulletin
     board.

          "Person" means an individual, corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular date (a) the closing
     bid price per share of the Common Stock on such date on Nasdaq or the
     over-the-counter market, as applicable, as reported by the OTC Bulletin
     Board or in the National Quotation Bureau Incorporated or similar
     organization or agency succeeding to its functions of reporting prices at
     the close of business on such date or a registered national stock exchange
     on which the Common Stock is then listed or if there is no such price on
     such date, then the closing bid price on such exchange or quotation system
     on the date nearest preceding such date, or (b) if the Common Stock is not
     then reported by the OTC Bulletin Board or the National Quotation Bureau
     Incorporated (or similar organization or agency succeeding to its functions
     of reporting prices), then the average of the "Ping Sheet" quotes for the
     relevant conversion period, as determined in good faith by the holder, or
     (c) if the Common Stock is not then publicly traded the fair market value
     of a share of Common Stock as determined by an Independent Appraiser
     selected in good faith by the Majority Holders; provided, however, that the
     Issuer, after receipt of the determination by such Independent Appraiser,
     shall have the right to select an additional Independent Appraiser, in
     which case, the fair market value shall be equal to the average of the
     determinations by each such Independent Appraiser; and provided, further
     that all determinations of the Per Share Market Value shall be
     appropriately adjusted for any stock dividends, stock splits or other
     similar transactions during such period. The Issuer shall pay all costs and
     expenses of each Independent Appraiser. The determination of fair market
     value by an Independent Appraiser shall be based upon the fair market value
     of the Issuer determined on a going concern basis as between a willing
     buyer and a willing seller and taking into account all relevant factors
     determinative of value, and shall be final and binding on all parties. In
     determining the fair market value of any shares of Common Stock, no
     consideration shall be given to any restrictions on transfer of the Common
     Stock imposed by agreement or by federal or state securities laws, or to
     the existence or absence of, or any limitations on, voting rights.

          "Registration Rights Agreement" has the meaning specified in Section
     3(e) hereof.

          "Securities" means any debt or equity securities of the Issuer,
     whether now or hereafter authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to purchase or acquire any Security. "Security" means one of the
     Securities.


<PAGE>


          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect.

          "Subsidiary" means any corporation at least 50% of whose outstanding
     Voting Stock shall at the time be owned directly or indirectly by the
     Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
     more of its Subsidiaries.

          "Trading Day" means (a) a day on which the Common Stock is traded on
     Nasdaq, the over-the-counter market or any registered national stock
     exchange, or (c) if the Common Stock is not quoted on the OTC Bulletin
     Board, a day on which the Common Stock is quoted in the over-the-counter
     market as reported by the National Quotation Bureau Incorporated (or any
     similar organization or agency succeeding its functions of reporting
     prices); provided, however, that in the event that the Common Stock is not
     listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day
     shall mean any day except Saturday, Sunday and any day which shall be a
     legal holiday or a day on which banking institutions in the State of New
     York are authorized or required by law or other government action to close.

          "Term" has the meaning specified in Section 1 hereof.

          "Voting Stock" as applied to the Capital Stock of any corporation,
     means Capital Stock of any class or classes (however designated) having
     ordinary voting power for the election of a majority of the members of the
     Board of Directors (or other governing body) of such corporation, other
     than Capital Stock having such power only by reason of the happening of a
     contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
     Agreement, including, without limitation, this Warrant, and any other
     warrants of like tenor issued in substitution or exchange for any thereof
     pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
     of such other Warrants.

          "Warrant Price" means $2.25, as such price may be adjusted from time
     to time as shall result from the adjustments specified in Section 4 hereof.

          "Warrant Share Number" means at any time the aggregate number of
     shares of Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of any
     Warrant or Warrants or otherwise issuable pursuant to any Warrant or
     Warrants.

     8. Other Notices. In case at any time, (a) the Issuer shall make any
distributions to the holders of Common Stock; or (b) the Issuer shall authorize
the granting to all holders of its Common Stock of rights to subscribe for or
purchase any shares of Capital Stock of any class or of any Common Stock



<PAGE>


Equivalents or Convertible Securities or other rights; or (c) there shall be any
reclassification of the Capital Stock of the Issuer; or (d) there shall be any
capital reorganization by the Issuer; or (e) there shall be any (i)
consolidation or merger involving the Issuer or (ii) sale, transfer or other
disposition of all or substantially all of the Issuer's property, assets or
business (except a merger or other reorganization in which the Issuer shall be
the surviving corporation and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a consolidation, merger, sale, transfer or
other disposition involving a wholly-owned Subsidiary); or (f) there shall be a
voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or
any partial liquidation of the Issuer or distribution to holders of Common
Stock; then, in each of such cases the Issuer shall give written notice to the
Holder of the date on which (i) the books of the Issuer shall close or a record
shall be taken for such dividend, distribution or subscription rights or (ii)
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
days prior to the action in questions and not less than twenty days prior to the
record date or the date on which the Issuer's transfer books are closed in
respect thereto. The Issuer shall give to the Holder notice of all meetings and
actions by written consent of its stockholders, at the same time in the same
manner as notice of any meetings of stockholders is required to be given to
stockholders who do not waive such notice (or, if such requires no notice, then
two Trading Days written notice thereof describing the matters upon which action
is to be taken). The Holder shall have the right to send two representatives
selected by it to each meeting, who shall be permitted to attend, but not vote
at, such meeting and any adjournments thereof. This Warrant entitles the Holder
to receive copies of all financial and other information distributed or required
to be distributed to the holders of the Common Stock.

     9. Amendment and Waiver. Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by a
written instrument or written instruments executed by the Issuer and the
Majority Holders; provided, however, that no such amendment or waiver shall
reduce the Warrant Share Number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this
Section 9 without the consent of the Holder of this Warrant.

     10. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     11. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., pacific standard time,



<PAGE>


on a Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m. pacific standard time, on any
date and earlier than 11:59 p.m., pacific standard time, on such date, (iii) the
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                  Pollution Research and Control Corp.
                  506 Paula Avenue
                  Glendale, California 91201

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice. Copies of notices to the Issuer shall be sent to
_________________________________________ Attn:___________, Facsimile no.:
______________. Copies of notices to the Holder shall be sent to Parker Chapin
Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036,
Attention: Mark S. Hirsch, Esq., Facsimile no.: (212) 704-6288.

     12. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

     13. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

     14. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     15. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.




<PAGE>



     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                     Pollution Research and Control Corp.



                                     By:  /s/ Albert E. Gosselin
                                              President



<PAGE>


                                  EXERCISE FORM

[NAME OF ISSUER]

The undersigned __________________, pursuant to the provisions of the within
Warrant, hereby elects to purchase ______ shares of Common Stock of
________________________________ covered by the within Warrant.

Dated:___________________                    Signature _______________________

                                             Address   _______________________

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




<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers unto _______________________________ the within Warrant and all rights
evidenced thereby and does irrevocably constitute and appoint
_____________________, attorney, to transfer the said Warrant on the books of
the within named corporation.


Dated:________________________                    Signature  ___________________

                                                  Address    ___________________

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




<PAGE>



                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers unto _______________________________ the right to purchase _________
shares of Warrant Stock evidenced by the within Warrant together with all rights
therein, and does irrevocably constitute and appoint _____________________,
attorney, to transfer that part of the said Warrant on the books of the within
named corporation.


Dated:________________________                    Signature  ___________________

                                                  Address    ___________________

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


                           FOR USE BY THE ISSUER ONLY:


This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of _______, _____ shares of Common Stock issued therefor in the name of
_______________________, Warrant No. W- ________ issued for _______ shares of
Common Stock in the name of ------------------------------.