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                                                                EXHIBIT 10.148



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 400,000 SHARES OF COMMON STOCK OF
                      POLLUTION RESEARCH AND CONTROL CORP.

                                FROM JUNE 4, 1997
          VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON NOVEMBER 4, 1999



         This certifies that Fenway Advisory Group, 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 $1.12 per share ("Purchase Price").


         This Option is exercisable from June 4, 1997 to and including 5:00
p.m., Los Angeles time, on November 4, 1999.

Registered Owner:                   Fenway Advisory Group

Purchase Price:                     $1.12 per share





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                                OPTION AGREEMENT


                  WHEREAS, PRCC desires to provide Optionee an opportunity to
purchase shares of its common stock, no par value (the "Common Stock"), as
hereinafter provided, in order to carry out the purpose of that certain
Consulting Agreement (the "Consulting Agreement") dated November 19, 1996,
between PRCC and Optionee, a copy of which is attached hereto and incorporated
herein.

                  WHEREAS, PRCC is willing to grant Optionee an option to
purchase up to an aggregate of 400,000 shares of the no par value common stock
(the "Common Stock") of PRCC under the terms and conditions set forth below and
in the Consulting Agreement.

                  NOW, THEREFORE, the parties agree as follows:

                  1. GRANT OF OPTION. PRCC hereby grants to Optionee, pursuant
to the Consulting Agreement, the right and option (the "Option") to purchase on
the terms and conditions set forth herein and in the Consulting Agreement all or
any part of up to an aggregate of 400,000 shares of Common Stock (the "Option
Shares").

                  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 $1.12 (the ""Option Price"), and for purposes of record, the bid price
of the Company's stock on this date was $1.00.

                  3. OPTION PERIOD. The option period (the "Option Period")
shall commence on June 4, 1997 (the "Date of Grant") and shall terminate at 5:00
p.m., Los Angeles time, on November 4, 1997.

                  4. EXERCISE OF OPTION. The Option may be exercised in whole or
in part at any time during the Option Period 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
Option 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 Corporate Securities
Law of 1968, as amended (the "California Law"). Except as provided in Section
11. below, PRCC has no obligation to register the Option Shares under the Act or
qualify the Option Shares under the California Law. Optionee acknowledges that
it 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) Its overall commitment to investments that are
not readily marketable is not disproportionate to its net worth, and its
investment in PRCC will not cause such overall commitment to become excessive;

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

                           (e) Optionee, or its officers, directors of
controlling persons 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





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competitive nature of the business in which PRCC is engaged, and has the
business or financial experience or has business or financial advisors who are
unaffiliated with, and not compensated by, PRCC and protect its interests in
connection with the transaction;

                           (f) Optionee 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 it has desired in order to
evaluate its investment, and to consult with such attorneys, accountants and
other advisors as it has desired;

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

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

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

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

                  6. Optionee hereby acknowledges that it 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 Consulting Agreement and





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the certificates representing such Option Shares shall bear the following legend
or language substantially equivalent thereto:


            "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 Option Shares shall be
delivered to it upon one (1) or more exercises of the Option.

                  11. REGISTRATION RIGHTS. In the event, during the period
commencing on the date hereof and expiring two years from the last date of the
issuance of any Option Shares upon the exercise of the Option by the Optionee,
PRCC shall register any primary or secondary offering of any debt or equity
security issued or to be issued by it pursuant to a registration statement under
the Securities Act of 1933, as amended, pursuant to which the Option Shares can
be registered, the Company shall in each such event notify Optionee in writing
not less than thirty (30) days prior to filing such registration statement with
the Commission, and the Optionee shall have the right to register all of the
Option Shares therewith by notifying PRCC in writing, within fifteen (15) days
of





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receipt of PRCC's notice, requesting registration of the Option Shares and
setting forth the intended method of distribution and such other data or
information as PRCC or its counsel reasonably shall require. Such registration
shall be without cost to Optionee except for sales commissions and related fees
and/or transfer taxes incurred if the Option Shares are subsequently sold.

                  12. 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:                 Fenway Advisory Group
                                            c/o Neil C. Sullivan
                                            1901 Avenue of the Stars
                                            Twentieth Floor
                                            Los Angeles, CA 90067


                  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.

                  13. GENERAL PROVISIONS. This Agreement:

                           (a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC granted to Optionee pursuant to the
Consulting Agreement, 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




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                           (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/ Neil C. Sullivan
                                         ---------------------------------------
                                         Fenway Advisory Group,
                                         By: Neil C. Sullivan, President





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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.


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