EXHIBIT 10.151

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") is dated as of the 9th day of June,
1997  by  and  between  POLLUTION  RESEARCH  AND  CONTROL  CORP.,  a  California
Corporation (the "Corporation"), and MARCIA SMITH ("Employee").

     1.  Employment.  The  Corporation  hereby  employs  the  Employee to render
services during the term of the Agreement as the Director of  Administration  of
the  Corporation.  Employee shall report to the Board of Directors.  The term of
this  Agreement and employment  hereunder  shall commence as of June 9, 1997 and
continue  through and including  August 31, 1999.  Employee  hereby accepts such
employment  and agrees to  perform in good faith and to the best of her  ability
all  services  which may be required of her  hereunder,  and to be  available to
render services at all reasonable  directions,  requests,  rules and regulations
made by the  Corporation in connection  with her  employment.  Employee shall be
based in  California  subject to such  reasonable  travel as may be  required to
perform Employee's duties.  Employee shall also assume direct supervision of the
day-to-day  operations of any and all aspects of the  administrative  activities
and affairs of the Corporation and any of its future subsidiaries subject to the
control  of the  Chairman  of the  Board  and  Chief  Executive  Officer  of the
Corporation.

     2. Confidentiality.  Employee will not either during the continuance of her
employment  hereunder  (otherwise  than in the  performance  of her  duties)  or
subsequent to the term of her employment  hereunder,  without the  Corporation's
consent in writing first obtained,  divulge to any person,  firm or corporation,
any information concerning the business accounts,  customer lists or finances of
the Corporation, or any of its future or past affiliated,  subsidiary, or parent
corporation, or any of their secrets, dealings,  transactions,  or affairs which
have or may come to  Employee's  knowledge  during the course of her  employment
hereunder. All documents, papers, notes, memoranda, and other written records of
any kind made by her  during and in  connection  with her  employment  hereunder
shall remain the property of the Corporation at all times and shall be handed to
the Corporation upon the expiration of the term of this Agreement.

     3. Base Compensation.  As base compensation  ("Base  Compensation") for the
service;  to be rendered by Employee  and all rights  granted by Employee to the
Corporation  herein,  and upon the condition  that Employee fully and faithfully
renders  her  service  in  accordance  with the  terms  and  conditions  of this
Agreement,  the  Corporation  agrees to pay Employee a Base  Compensation at the
rate of $72,300 per year commencing as of the date hereof and through August 31,
1999. Base  Compensation  shall be payable in accordance with the normal payroll
practices of the Corporation and may be increased  annually at the discretion of
the Board of Directors.

     3.1  Withholdings.  The  Corporation  shall deduct and  withhold  from Base
Compensation  payable to Employee  hereunder any and all amounts  required to be
deducted or withheld by the  Corporation  under the  provisions  or any statute,
regulation,  ordinance,  or order and any and all amendments hereinafter enacted
requiring the withholding or deducting from compensation payable to employees.

     4. Expense  Reimbursement  and Automobile.  In addition to the compensation
provided in Paragraph 3 hereof,  Employee shall be reimbursed for all reasonable
first  class   expenses   including  but  not  limited  to   traveling,   hotel,
entertainment expenses incurred by her in the discharge of her duties hereunder,
and she will supply the  Corporation  with vouchers and details of such expenses
upon its request therefor.

     5. Death of Employee.  In the event of the Employee's death during the term
of this Agreement,  this Agreement shall terminate;  provided,  however, that in
such event in addition to any other payments due Employee  pursuant to Paragraph
7 hereof, the Corporation shall thereafter to the last day of the month in which
her death occurs and the six months  following the date of her death continue to
make payments to Employee pursuant to Paragraph 3.


                                      E-34

<PAGE>



     6. Disability of Employee.

                  6.1. In the event that Employee  becomes  disabled  during the
term hereof to such extent as to preclude her from substantially  performing the
services required of her hereunder, she shall be entitled to continue to receive
Base  Compensation  during the period of such disability,  but not to exceed six
(6) months.  In the event Employee  continues to be disabled beyond said six (6)
months period,  Employee shall cease to be entitled to receive Base Compensation
until such period of disability terminates.

                  6.2. During the period Employee is receiving payments pursuant
to Paragraph 6.1 hereof,  Employee shall render such executive and/or consulting
services to the Corporation as Employee shall be capable of rendering.

     7.  Fringe  Benefits.  The  Corporation  shall make  available  to Employee
throughout  the term of this  Agreement  the benefits of any health  plan,  life
insurance plan,  group medical  insurance plan and disability  income  insurance
policies (the benefits from which shall be credited  against the  obligations of
the Corporation pursuant to paragraph 6 above) which the Corporation may adopt.

     8. Termination.

          8.1.  Termination  for  Cause.  The  Corporation  may  without  notice
terminate this Agreement and all of the Corporation's  obligations hereunder for
"cause".  "Cause"  shall be defined  herein to  include,  but not be limited to,
conviction  of a felony  (which,  through the lapse of time or  otherwise is not
subject to appeal) or material refusal,  failure or neglect without proper cause
to perform  her  obligations  under this  Agreement  or the  material  breach by
Employee of any of her fiduciary  obligations as a director of the  Corporation.
Such fiduciary  obligations  shall include,  without  limitation,  the fiduciary
obligations  of an  director  of a  California  corporation.  In  the  event  of
Employee's  termination  for cause,  the  Corporation  shall be required to make
payments to Employee  for all amounts  due her  pursuant to  Paragraphs  3 and 4
hereunder to the extent that such amounts have accrued but have not been paid.

          8.2. Termination by the Corporation Without Cause. The Corporation may
not  terminate  Employee's  services  hereunder  without  cause (as that term is
defined in Paragraph 8.1 hereof).

          8.3. Material Breach of the Agreement by the Corporation. In the event
the  Corporation  is in material  breach of this  Agreement,  including  but not
limited to (i) the Board of Directors' failure to elect of designate Employee as
Chief  Financial  Officer of the  Corporation  or removal of Employee  from such
office;  or (ii) the  termination  for any reason or demotion  for any reason of
Employee  within  eighteen  (18)  months  after a  "change  of  control"  of the
Corporation,  as  such  term is  hereinafter  defined;  and  provided  that  the
Corporation has not cured the foregoing breaches of this Agreement within thirty
(30) days after the  occurrence  of such  event,  then  Employee  shall have the
right,  upon written notice  delivered to the Secretary of the  Corporation,  to
terminate  this Agreement and seek to enforce any rights she may have under law,
and  Employee  shall  be  entitled  to  "Liquidated  Damages,"  as such  term is
hereinafter defined, which amount shall be paid to Employee in a lump sum within
thirty (30) days of  termination.  The term  "change in  control"  means (a) the
Company  shall  cease to be a  publicly  owned  corporation  having at least 300
shareholders,  (b) any person or group of persons becomes the beneficial  owner,
directly or indirectly,  of securities of the Corporation  (including securities
convertible  into or exercisable for securities of the  Corporation)  ordinarily
having the right to vote in the election of directors which together  represent,
after giving effect to conversion or exercise,  in excess of 20% of the combined
voting power of the Corporation's  outstanding  securities ordinarily having the
right to vote in the election of directors, (c) for any reason a majority of the
persons who are directors of the  Corporation of the date of a change of control
cease to be directors of the  Corporation,  (d) the  Corporation  shall merge or
consolidate  with any other person or entity other than a subsidiary  and,  upon
the consummation of such transaction,  holders of the Corporation's common stock
immediately  prior to such  transaction own less than fifty percent (50%) of the
equity  securities  of the  surviving or  consolidated  entity,  (e) any sale or
liquidation,  divestiture of all or a substantial portion of the stock or assets


                                      E-35

<PAGE>


of the  Corporation or the downsizing of the  Corporation by reducing the number
of  employees of the  Corporation  by more than 20% during any  consecutive  six
month period, or (f) the dissolution and winding up of the Corporation. The term
"Liquidated  Damages"  means 2.99 times  Employee's  then  current  annual  base
compensation.

     9.  Services  Unique.  It is agreed  that the  services  to be  rendered by
Employee  hereunder  ar  of  a  special,  unique,  unusual,   extraordinary  and
intellectual  character which gives them a peculiar value, the loss which cannot
be reasonably or adequately compensated in damages in an action at law, and that
a breach by Employee of any of the  provisions  contained  herein will cause the
Corporation  irreparable  injury and damage.  Employee expressly agrees that the
Corporation shall be entitled to injunctive or other equitable relief to prevent
a breach of this  Agreement.  Resort to any such  equitable  relief shall not be
construed as a waiver of any of the rights or remedies which the Corporation may
have against Employee for damages or otherwise.

     10. Key Person  Life  Insurance.  During  the term of this  Agreement,  the
Corporation  shall maintain  insurance on Employee's life in such amounts and in
such form as the Corporation may at its discretion determine. Employee shall not
have any interest in such  insurance  but shall,  if the  Corporation  requests,
submit to such medical  examinations,  supply such  information and execute such
documents  as  may  be  required  in  connection  with  or so as to  enable  the
Corporation to effect such insurance.

     11. Vacation. Employee shall have the right during each year of the term of
this Agreement to take an aggregate of three (3) weeks of vacation with pay.

     12. Notices. Any and all notices,  demands or other communications required
or desired to be given  hereunder  by any party shall be in writing and shall be
validly  given or made to the other  party if  served  either  personally  or if
deposited in the United States mail,  certified or registered,  postage prepaid,
return  receipt  requested.  If such notice,  demand or other  communication  be
served personally, service shall be conclusively deemed made at the time of such
personal  service.  If such notice,  demand or other  communication  be given by
mail, such shall be conclusively  deemed given  forty-eight (48) hours after the
deposit  thereof in the United  States mail  addressed to the party to whom such
notice, demand or other communication is to be given as hereinafter set forth:

              To the Corporation:                506 Paula Ave.
                                                 Glendale, CA 91201

              To Employee:                       27660 Nugget Drive
                                                 Unit #2
                                                 Canyon Country, Ca 91351

Any party  hereto may change its address for the purpose of  receiving  notices,
demands and other communications as herein provided by a written notice given in
the manner aforesaid to the other party or parties hereto.

     13. Applicable Law and Severability.  This document shall, in all respects,
be  governed by the laws of the State of  California  applicable  to  agreements
executed  and to be wholly  performed  within the State of  California.  Nothing
contained  herein shall be construed so as to require the  commission of any act
contrary  to law,  and  wherever  there  is a  conflict  between  any  provision
contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no legal right to contract,  the latter shall
prevail but the provision of this document  which is affected shall be curtailed
and limited only to the extent  necessary to bring it within the requirements of
the law.

     14.  Modification  or Amendments.  No amendment,  change or modification of
this document  shall be valid unless in writing and signed by all of the parties
hereto.

     15.  Successors  and  Assigns.  All of the terms and  provisions  contained
herein  shall  inure to the  benefit  of and shall be binding  upon the  parties
hereto, and to the successors and assigns of the Corporation.

                                      E-36

<PAGE>



     16.  Arbitration.  Any  controversy  between the  Corporation  and Employee
involving the  construction  or application  of any of the terms,  provisions or
conditions  of this  Agreement,  shall on the  written  request of either  party
served on the other be  submitted to  arbitration,  and such  arbitration  shall
comply with and be governed by the provisions of the California Arbitration Act,
Sections 1280 through  1294.2 of the  California  Code of Civil  Procedure.  The
Corporation and Employee shall each appoint one person to hear and determine the
dispute  and, if they are unable to agree,  then the two persons so chosen shall
select a third impartial arbitrator whose decision shall be final and conclusive
upon both parties. The cost of the arbitration,  including reasonable attorney's
fees,  shall be borne in  relation  to the  merits  of the  parties'  respective
positions.

     17. Entire Agreement.  This document  constitutes the entire  understanding
and  agreement  of the  parties  with  respect  to the  subject  matter  of this
Agreement,  and any and all prior agreements,  understandings or representations
are hereby terminated and canceled in their entirety and are of no further force
or effect.

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

                                          POLLUTION RESEARCH AND CONTROL CORP.,
                                          a California corporation


/s/ Marcia Smith                          /s/ Albert E. Gosselin
---------------------                     --------------------------------------
MARCIA SMITH                              ALBERT E. GOSSELIN, JR.
"Employee"                                President
                                          "Corporation"

                                      E-37