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

(Mark One)
{X}      Annual Report pursuant to Section 13 or 15(d of the  Securities
         Exchange Act of 1934 (Fee Required) for the fiscal year ended December
         31, 2000

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

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

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

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

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

Securities  registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
this Form 10-KSB {X}.

Small Business Issuer's revenues for its most recent fiscal year: $3,637,000.

The aggregate market value of the voting stock held by non-affiliates of the
Small Business Issuer, computed by reference to the average bid and asked prices
of such stock on March 28, 2001 was $4,500,000.

Exhibit Index is located at Page E-1

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


<PAGE>


                      POLLUTION RESEARCH AND CONTROL CORP.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2000

                                TABLE OF CONTENTS

Part I                                                                   Page
                                                                         ----

         Item 1.   Description of Business                                 4
                       General                                             4
                       History of the Company                              4
                       The Air Pollution Industry                          5
                       Instrument Market                                   6
                       Control Market                                      7
                       Governmental Approval                               7
                       Governmental Regulation and Enforcement             8
                       Company Products                                    8
                       Marketing and Sales; Backlog                       10
                       Foreign Sales                                      11
                       Manufacturing and Purchasing                       11
                       Research and Development                           12
                       Employees                                          12
                       Competition                                        12
                       Intellectual Property                              13

         Item 2.   Description of Properties                              13

         Item 3.   Legal Proceedings                                      13

         Item 4.   Submission of Matters to a Vote of Security Holders    14

Part II.

         Item 5.   Market for Common Equity and Related Stockholder
                       Matters                                            15

         Item 6.   Management's Discussion and Analysis or Plan of
                       Operation                                          15
                       Liquidity and Capital Resources                    17
                       Seasonality                                        18
         Item 7.   Financial Statements                                   18

         Item 8.   Changes in and Disagreements with Accountants on
                       Accounting and Financial Disclosures               18

                                       2
<PAGE>


                                TABLE OF CONTENTS

                                   (continued)

Part III                                                                 Page
                                                                         ----

         Item 9.   Directors, Executive Officers, Promoters and
                         Control Persons;
                       Compliance with Section 16(a) of the Exchange Act  19
                       Directors, Executive Officers and Key Employees    19
                       Family Relationships                               19
                       Business Experience                                20
                       Section 16(a) Beneficial Ownership
                         Reporting Compliance                             21


         Item 10.  Executive Compensation                                 21
                       Executive Compensation                             21
                       Compensation of Directors                          22
                       Employment Agreements                              22

         Item 11.  Security Ownership of Certain Beneficial Owners and
                   Management                                             23

         Item 12.  Certain Relationships and Related Transactions         24

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



                                       3
<PAGE>


Item 1.           Description of Business

General

     Pollution Research's core business for over twenty years has been primarily
the design, manufacture and marketing of automated continuous monitoring
instruments used to detect and measure various types of air pollution, such as
"acid rain," "ozone depletion" and "smog episodes," through our wholly-owned
subsidiary, Dasibi Environmental Corp. Our products are generally used to
measure air pollution levels in geographic areas which range in size from small
industrial sites to entire states or countries. We also supply
computer-controlled calibration systems that verify the accuracy of our
instruments, data loggers to collect and manage pollutant information and our
final reporting software for remote centralized applications, which is
classified as "core business related." Currently, our primary market focus for
the core business is The People's Republic of China. See "History of Pollution
Research and Control Corp. and Recent Developments."

History of Pollution Research and Control Corp.  and Recent Developments

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

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

     Our business then changed its name to "Pollution Research and Control
Corp.," the name of its former parent, PRCC, in November 1989. In January 1990,
Pollution Research acquired all of the issued and outstanding shares of Common
Stock of an inactive California corporation, organized by Mr. and Mrs. Gosselin
as co-founders under the name of "Baral Engineering, Inc." in July 1976, which
changed its name to "Dasibi Environmental Corp." in January 1990. All of
Pollution Research business operations were transferred to Dasibi subsequent to
the acquisition so that Pollution Research has been and is, essentially a
holding company with all environmental business and assets under Dasibi control
as a wholly owned subsidiary. Pollution Research also owns an inactive wholly
owned subsidiary "Dasibi China". Also in 1990, we changed our fiscal year from
June 30 to December 31.

                                       4

<PAGE>


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

     In June 1998, we signed a $5.1 million dollar contract with China to supply
air monitoring equipment and software in integrated systems to monitor, report,
and predict for local regions the air pollutant levels in an eleven city network
designated as Phase I and related to a China monitoring plan for over 600
cities. The effective starting date was coincident with our arrangement of U.S.
Bank and Export-Import (Ex-Im) guarantee for financing which occurred in June
1999. In March, 1999 we signed a letter of intent in Beijing, China with The
State Environmental Protection Agency for Phase II , an additional 20 to 25
cities including expansion of the network of the eleven cities of Phase I.

     In April 2000, we signed a contract valued at approximately $13.6 million
for Phase II encompassing 30 cities additional to Phase I and some expansion of
the Phase I network. As of the date of this report, no firm starting date is
indicated, only a probability for the third quarter of 2001. Since we have
chosen to focus primarily on the China market, it is vital that a continuous
flow of business be obtained. To date, this has not been the case and a need for
a high level of staffing continuously has led to recent losses. Loss of the
Phase II contract would have a material adverse effect on us.

     In September 2000, we entered into a joint venture air pollution monitoring
instrument manufacturing relationship with the Dongyu Shenyang Group. We own a
42.5% interest in the venture and it is known as Dasibi-Dongyu in China.

     With the signing of a joint venture, we have accomplished our strategic
goals for a general air pollution leadership position in China begun in 1994.
The goals are a significant achievement and have been costly for an under
capitalized company to attain, against larger well-financed competitors; some
heavily subsidized by foreign governments. Phase I and Phase II have established
us as a "designated vendor" for direct, non-competitive negotiation, the initial
company goal, and the joint venture has linked us to a well-financed partner for
future business, the second company goal. Management believes no competitor has
achieved either goal.

The Air Pollution Industry

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

                                       5

<PAGE>


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

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

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

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

Instrument Market

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


                                       6
<PAGE>


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

Control Market

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

Governmental Approval

     While we presently focus on Chinese activities, it is important to note
that United States governmental activity in air pollution monitoring and control
has been a recognized leadership authority role in nearly every country in the
world. In fact, in air monitoring instrumentation, nearly every country
specifies that a stamp be affixed to the instrument or pollution monitor stating
"U.S.E.P.A. (U.S. Environmental Protection Agency) Approved." Therefore approval
and policies of the EPA effect approval policies throughout the world.

     The Environmental Protection Agency (the "EPA") administers the federal
Clean Air Act, as amended by the Clean Air Act Amendments of 1990, and approves
ambient air pollution monitoring equipment meeting certain requirements as
either reference or equivalent methods for measuring pollutants. The EPA
established the reference method as the basic method for measuring a pollutant.
An equivalent method measures the same pollutant utilizing a different technique
that achieves results identical to those of the referenced method.

     As a practical matter, before a monitoring instrument can be sold in the
United States, it must receive EPA-approval as either a "reference" or
"equivalent" method. These approvals are given only after rigorous and expensive
testing by the applicant and the submission to, and approval by, the EPA of the
results of the testing. The testing and approval process generally requires
between 12 and 18 months. Following approval, the EPA typically acquires and
tests a production model of the device. If the model being tested does not meet
the standards established by the approval process, the approval may be
withdrawn.

                                       7

<PAGE>


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

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

Governmental Regulation and Enforcement

     Similar to the "Governmental Approval" setion, U.S. legislation is also
closely followed throughout the world. Any acceleration of concern, as well as
deceleration, has a direct implication to the degree of concern in overseas
agencies.

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

Company Products

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

                                       8

<PAGE>


     Under patent granted in 1972, our 1003-AH Ozone Monitor was the only
accepted monitor for ozone measurement by every agency in the world until
expiration of the patent period or patent coverage. We, ourselves, circumvented
patent coverage by introduction and initial marketing of a micro-processor
controlled version of the 1003-AH designated as the 1008-AH. Because of these
initial actions, a Dasibi ozone analyzer is found in a high majority of
monitoring agencies world-wide.

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

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

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

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

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

     Reporting software, i.e., the accumulation and tabulation of collected
pollutant and meteorological data, is an integral part of a System 1000.
Predictive software is not necessarily an integral part of a System 1000 since
it can take several forms for the end-user requirements. Predictive software has
no forecasting capability, i.e., allowing the end-user to determine tomorrow's
"real time" air pollutant levels. Rather, predictive software applies to
"past'"results and how they would change with alterations to generators of
pollutant sources, such as factories, traffic, etc. If maps of pollution levels
for the "end of today" are required then the predictive software is integral to
a System 1000.

     Physically, a System 1000 is a "bank" of rack mounted instruments enclosed
in its own 6' x 6' x 2' deep cabinet. The cabinet is normally installed in a
temperature controlled environment with sampling inlet tubes to the ambient
"outside" surroundings according to U.S.E.P.A. guidelines for "outside"
considerations. Essentially no installation is required for the completely wired
and internally connected System 1000 cabinet. However, installation, if
necessary, and start-up are normally performed by the customer's own technicians
since in this type of business, the end-user normally employs high caliber
technicians. If this is not the case, we have training facilities and the
ability to provide training courses for such personnel.


                                       9
<PAGE>


     We offer a two-year warranty on all of our instruments, with the exception
of certain components, such as lamps, that have short lives. With
respect to such components, we pass on to the customer the warranty (usually one
year) which it receives from the manufacturer.  Our warranty provides for repair
or replacement of defective products. During each of the last five fiscal years,
we have been  required to honor our  warranty  with respect to less than 0.3% of
total instruments sales during each year.

Marketing and Sales; Backlog Instruments

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

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

     Historically, foreign sales represented approximately 50% of the Dasibi
subsidiary sales, or the core business. Currently foreign sales account for
approximately 85% of the core business. In 2000, one customer, China, accounted
for 34% of the sale of our products.

     Our core business sales in the export market are evenly distributed among
all of our products. Export sales are billed and paid in United States dollars
only. In 2001, it is expected that one customer, China, may account for as much
as 90% of sales of our products.

     Our core business instruments have been sold during the past 10 years to
over 500 customers in the U.S. and over 30 foreign countries and have been made
up of a small percentage (3% to 5%) of industrial manufacturers of Fortune 500
size, and the remaining percentage in state, city, local, federal, foreign
governmental agencies, and educational and research institutions. The
technological life of our largest selling instrument to nearly all of the
referenced customers - the 1003-AH Ozone Monitor, is over thirty years and it is
still ordered currently. Since 1994, a competitive price pressure by large
instrument manufacturers has resulted in continually declining sales with a
corresponding loss in the total number of customers each year. Therefore while
the percentages indicated above are fairly stable, we have reorganized to focus
our marketing and sales efforts to a single, but largest market in the world. We
now have a "base" core business of customers in the U.S. and around the world
which is relatively small but requires only minimum marketing effort, and a
potentially large China business that can be pursued efficiently.


                                       10
<PAGE>


     Historically, none of our business has been subject to the re-negotiation
of profits, and no government orders have ever been terminated. The indicated
core business backlog at December 31, 2000 was approximately $200,000, which
amount we consider immaterial. However, we have a contract from China for
approximately $13.6 million dollars. We believe that the project can be
commenced by July 2001. Commencement of the project before the end of July in
the year 2001 is a material condition to our profitability status for the year
2001.

Foreign Sales

     The following table sets forth certain information regarding our foreign
sales for the last two fiscal years:

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

                                                     2000               1999
                                                     ----               ----
                                                            (In thousands)
    Aggregate sales to unaffiliated
      foreign customers:

    Europe and The United Kingdom                 $     341           $    358

    Asia and Pacific Rim                          $   1,438           $  5,200

    Latin America & Other                         $     157           $    173

     During the fiscal year ended December 31, 1999 one customer, China,
accounted for more than 65% of net sales. During fiscal 2000, China accounted
for more than 34% of net sales.

     Historically, backlog has not been significant to our operations because
orders usually require delivery in 45 to 60 days. As of December 31, 2000, the
Company had approximately $200,000 in "firm" orders that required delivery in 90
days or less, a backlog that we do not consider significant.

Manufacturing and Purchasing

     We manufacture many components and subsystems for use in our products,
including critical optical components and analog and digital circuitry. Other
components, including packaging materials, integrated circuits, microprocessors
and minicomputers, are purchased from unaffiliated third parties. Most of the
raw materials and supplies purchased by us are either available from a number of
different suppliers or alternative sources could be developed without a
materially adverse effect on our business. However, the availability and quality
of certain key instrument components, such as printed circuit board designs and
lamps, are controlled by a limited number of vendors. A vendor's inability to
supply these components to us in a timely fashion, or to our satisfaction, could
affect our ability to deliver instruments on time.


                                       11
<PAGE>


Research and Development

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

     Because of competitive pressure budget restraints, we have been limiting
flue gas purification system development work.

Employees

     As of March 28, 2001, we have 50 full-time employees, of whom 5 were
engaged in administration, 7 in engineering, 31 in manufacturing, 2 in sales and
marketing, and 5 as technicians in China. None of our employees are represented
by a labor union. We have never had a strike or lockout and consider our
employee relations to be good.

Competition - Instruments

     We are the smallest competitor in the ambient air pollution instrumentation
market. Therefore, we are subject to the effects of better-financed competitors
and their research and development efforts, and price discounting. We compete on
the basis of technical advantages in our products and our reputation among
customers as a quality provider of products and services. To a lesser extent, we
compete on the basis of price.

         To  participate  in this  business,  designation  as "EPA  approved" is
required  and  since an  end-user's  data is  acceptable  when  obtained  by any
instrument  with  that  designation,  there  is no  technical  possibility  of a
significant, dominating, competitive advantage.

     Although we are not aware of any other company that competes with us in all
of our product lines and software capabilities combined, all of our competitors
have resources substantially greater than us. There are also smaller companies
that specialize in a limited number of the types of products manufactured by us.
Our primary competitors in the domestic market are Thermo Instrument Systems,
Inc. and Advanced Pollution Instruments. In the foreign market, our primary
competitors are Thermo Instrument Systems, Monitor Labs, Environnement S.A of
France and Horiba Instruments.

                                       12

<PAGE>


Intellectual Property

     Although we have obtained patents for our ozone monitor and various
techniques in instrument design, it has generally been our policy to proceed
without patent protection since it is management's belief that the disclosure
requirements of the federal patent laws provide competitors with easy access to
the secrets of rapidly changing technology. The instrument patents obtained by
us, all of which have expired, are not deemed by management to be significant to
our business operations or potential success. We have no federal or state
registered trademarks and no franchises or concessions. We do have common law
rights to the trademark "Dasibi."

     We do not claim any proprietary position for our products other than the
value of "technique" in assembly and operation that is a corollary factor of
design and experience of assembly that we have historically performed
"in-house". For our software, however, in-house development allows the use of
source code to inhibit infringement of the tie-in communicative factors in
transmittal and processing of data - in this sense, the software is considered
proprietary. Additionally, the "in-house" software accesses "public domain" EPA
software to perform possible end-user requirements.

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

Item 2.  Description of Properties

     In July 1994, Pollution Research moved its administrative, instrument
manufacturing and employee facilities to 39,070 square feet, increased to 45,000
square feet in 1997, at 506 Paula Avenue, Glendale, California. We lease the
space from an unaffiliated third party for a term of ten years commencing July
1, 1994, at a base rent of $24,223 per month plus operating costs and taxes,
with a provision for increases in the base rent related to increases in the
consumer price index to the present rent of $32,000 per month. We utilize most
of the existing office and manufacturing space and believe that such space is
more than adequate for our needs for the foreseeable future.

Item 3.  Legal Proceedings

New Era Capital, Inc. vs Pollution Research and Control Corp.
-------------------------------------------------------------
Case No. E0028408

     In November, 1999, Barry Soltani, a Director of the Company, filed a
lawsuit against Pollution Research alleging that certain monies were owed to him
by us. In December of 1999, we filed a cross-complaint against Mr. Soltani. In
December of 2000, this lawsuit was settled out of court. In settling this
matter, neither party admitted liability or acknowledged the validity of any
claims.

                                       13

<PAGE>


Soltani, Etemad, Pic Computers etal vs Pollution Research and Control Corp.
---------------------------------------------------------------------------
Case No. BC227020

     In March, 2000, the above plaintiffs filed a lawsuit against us alleging
breach of contract and fraud surrounding both the purchase and return of real
property in the form of a training facility or business property in Macau, China
and certain service contracts between us and the plaintiffs. We have answered
the complaint and have asserted a number of defenses, and we are aggressively
defending our interest in this matter. We have filed a cross complaint against
the plaintiffs alleging that Mr. Soltani had breached his fiduciary duties as a
director and are seeking a judicial ruling that the real property transaction
was properly rescinded by us. We are currently aggressively defending our
interest in this matter, discovery is nearing completion and settlement
discussions have commenced. Trial is set for June, 2001.

Taylor, Taylor & Dreifus vs Pollution Research and Control Corp.
----------------------------------------------------------------
No. 99-1100-CA01 Circuit Court Escambia, Florida

     In June, 1999, a lawsuit was filed against us by Taylor, Taylor, & Dreifus,
a Florida general partnership alleging default by our company under a promissory
note and failing to make lease payments, all relating to a former subsidiary
bankruptcy of 1998. The amount of claim is estimated at $300,000. We are
vigorously defending the litigation and have filed a counterclaim against the
partnership alleging that the note and lease payments are not due because of
fraudulent representations made at the time of acquisition of the former
subsidiary business. No discovery has taken place through the date of this
report.

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

     Not Applicable.


                                       14
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     Our company's common stock is traded over-the-counter in the NASDAQ System
as NASDAQ Small Cap securities under the symbol "PRCC." Set forth below are the
high and low closing bid quotations in the over-the-counter market for the
common stock as reported by the relevant market makers for fiscal years 2000 and
1999. Quotations represent inter-dealer quotations, without adjustment for
retail mark-ups, mark-downs or commissions, and may not necessarily represent
actual transactions.

                                    Fiscal 2000             Fiscal 1999

Quarter Ended                 High Bid     Low Bid     High Bid      Low Bid
-------------                 --------     -------     --------      -------
Common Stock:
March 31                     $   4.22     $   1.25     $   2.00     $    .88
June 30                          3.63         1.53         2.38         1.06
September 30                     2.44         1.66         3.87         1.81
December 31                      2.19          .78         2.91         1.56

     As of March 28, 2001, the approximate number of shareholders of record of
our common stock was 1,100. We have never paid or declared any dividends on our
common stock and do not anticipate paying dividends in the foreseeable future.

     A one for four reverse split of our common stock was approved by
shareholders during 1998 and all values pertaining to our stock have been
adjusted in this report. As of March 28, 2001, there are 5,816,752 shares of
common stock outstanding, 1,334,606 warrants and 622,625 options.

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

2000
----

     We have been in a transitional operation phase since early 1998. Recent
years have indicated that our "base" core business is in the range of $2.6
million in revenues. During 1998, we demonstrated a self-sustaining break-even
operation at this revenue with a total staff of 20 personnel. To handle the
large China orders which are, at present, unpredictable, a total staff of 50
minimum is indicated. Therefore, until a "steady-state" flow of revenue from
China is reached a monthly operating loss situation is expected for portions of
each year. "Ramping-up" is not feasible in the employment market for technical
personnel as has existed during the past thirty months in the United States.
Management believes that acceptance of a staggered profit-loss monthly operation
is necessary to properly service the very large China market. In 1999, we
reported that seven of the twelve months could be considered as accepted high
fixed expense months in this transition effort. Each month in 2000 and in the
current year has also been an accepted, high fixed expense month with minimal
China activity.

                                       15

<PAGE>


     The procedure of accepting operating losses as described above has had a
continuing adverse impact on our working capital. To offset this, we have had to
obtain loans to furnish operating funds. Since April 2000 we have initiated
several unsuccessful capital restructuring efforts. The Phase II China contract
requires this restructuring. Management believes that with the effective date of
the Phase II China contract expected in 2001, new working capital financing will
be available from U.S. Export-Import Bank. Inability to obtain preliminary
financing for the Phase II Contract could have a material adverse effect on our
company's operations.

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

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

     Net revenues in 2000 were $3,636,622 compared to $7,314,975 in 1999, a 50%
decrease. The decrease was entirely due to a decrease in China business. The
revenues for the "base" core business were essentially the same as the year
before.

     Gross margin was 35% of consolidated net revenues in 2000 compared to 30%
of the consolidated net revenues of 1999, which is the expected range for a
ratio of China to non-China business, of less than 3:1.

     Selling, general and administrative expenses decreased from a consolidated
$2,952,652 in 1999 to $2,672,268 in 2000 due to less travel and start-up costs
associated with the decrease in China business.

     Research and development expense decreased from $70,830 in 1999 to $53,465
in 2000 due to completion of software development projects.

     Interest expense decreased from $570,008 in 1999 to $371,736 in 2000,
primarily, due to the decrease in the magnitude of loans required in 2000 from
that required in the Phase I China project.

     Approximately $760,000, or 41% of the net loss was attributable to
financing costs during the year 2000.


                                       16
<PAGE>


     At December 31, 2000 we had an approximate net operating loss carry-forward
of $8.2 million.

     The approximate $2.6 million net operating loss for 2000 resulted in a
$728,000 benefit from income taxes and was applied as a 2000 deferred tax asset
and a decrease to operating loss.

     The net loss of $1,856,018 in 2000 was a result of the aforementioned
operating loss reduced by a $728,000 tax credit compared to a net income of
$892,304 in 1999 primarily affected by an accumulated tax credit of $2,659,000
which offset an operating loss of $1,766,696.

Liquidity and Capital Resources

     We have historically financed operations through bank borrowings and the
issuance of common stock in both public and private securities offerings. Since
our financial statements have deteriorated because of the above-described policy
of knowingly incurring losses in order to develop the China market, financial
institutions have been unwilling to lend to us and the cost of obtaining working
capital from investors has been relatively expensive.

     From January 2000 through the date of this report, we have raised a total
of $1,790,000 in capital. Of this amount, the sum of $865,000 represents the
outstanding principal balance of convertible debentures convertible into an
aggregate of approximately 1,000,000 shares of common stock. The issuance of
1,000,000 shares upon the prospective conversion of all of these debentures
would have a significant dilutive effect on our existing shareholders. A total
of an additional 651,400 shares of common stock are issuable upon the exercise
of warrants and options granted as incentives to the holders of the convertible
debentures. The sum of $650,000 out of the balance of $925,000 of financing,
represents the outstanding principal balance of a loan. We issued options
exercisable to purchase 100,000 shares of common stock as incentives to the note
holder.

     On June 28, 2000, we issued options exercisable to purchase an aggregate of
840,816 shares of common stock to employees of Dasibi under the Dasibi
Environmental Corp. Employees' Stock Option Plan. We issued, on June 29, 2000,
said 840,816 shares of common stock to these employees in consideration for
promissory notes payable to Pollution Research totaling $1,680,000 in principal
amount.

     On January 4, 2001, we entered into an agreement with Silverline Partners,
Inc., Cork, Ireland, to provide consulting services to locate and form alliances
with well-financed, European companies with synergistic technologies. We issued
700,000 restricted shares of common stock to Silverline Partners under the
agreement. The holders of our outstanding debentures have agreed not to exercise
their rights under the anti-dilution provisions of the debentures as a result of
the issuance of the shares to Silverline Partners.

     Working capital at December 31, 2000 was $1,087,756. Management believes
that equity financing and major modification of our capital structure is
required.

                                       17

<PAGE>


     During fiscal 1999 and 2000 and through the date of this report, we have
received debt financing upon various terms, as follows:

     A. Three, one-year loans from unaffiliated individuals evidenced by
promissory notes with an aggregate face amount of $300,000, maturing June 1,
2001. with interest ranging from 11% to 12% per annum. These loans were
initially made in 1999 and restructured in 2000.

     B. One subordinated convertible debenture with a face amount of $500,000,
due June 2002, with interest at the rate of 12% per annum, convertible at a
conversion price of the lesser of $2.15 or 80% of the market price on the date
of conversion. The initial March 2000 due date of the debenture was previously
extended to December 2000. The initial interest rate was 12% per annum.

     C. One convertible debenture with a face amount of $300,000, due June 2001,
with interest at the rate of 12% per annum, convertible at a conversion price of
the lesser of $2.25 or 80% of the market price on the date of conversion. The
initial due date of the debenture was June 1, 2000. As of the date of this
report, a total of 119,108 shares of common stock have been issued upon
conversion of the debenture at conversion prices in a range from $1.20 to $2.25,
and the outstanding principal balance is $50,000.

     D. One convertible debenture with a face amount of $500,000, due June 2002,
with interest at the rate of 12% per annum, convertible at a conversion price of
the lesser of $2.00 or 85% of the market price on the date of conversion. The
initial due date of the debenture was March 31, 2001.

     E. One loan to Dasibi China, Inc., a wholly-owned subsidiary of Pollution
Research, evidenced by a promissory note with a face amount of $75,000, maturing
on the extended due date of June 2002, with interest at the rate of 10% per
annum.

     F. One loan evidenced by a promissory note with a face amount of $200,000,
maturing on the extended due date of June 2002, with interest at the rate of 18%
per annum.

     G. Eight convertible debentures with a total face amount of $365,000, due
July 17, 2001, with interest at the rate of 9% per annum, convertible at a
conversion price of the lesser of $2.34 or 80% of the market price on the date
of conversion.

     Management believes that all of the above debt instruments can be satisfied
or restructured, if necessary, prior to their respective due dates.

Seasonality

     We do not believe that our business is seasonal.

Item 7.  Financial Statements

     Our financial statements and related notes are set forth at pages F-1
through F-22.

                                       18

<PAGE>



                                      INDEX
                                      -----

                                                                         Page
                                                                         ----

Independent Auditors' Report                                             F-2

Consolidated Balance Sheet                                               F-3

Consolidated Statements of Operations                                    F-5

Consolidated Statements of Stockholders' Equity                          F-6

Consolidated Statements of Cash Flows                                    F-7

Notes to Consolidated Financial Statements                               F-8



                                      F-1

<PAGE>




                                 AJ. ROBBINS, PC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                              3033 EAST 1ST AVENUE
                                    SUITE 201
                             DENVER, COLORADO 80206




                          INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated balance sheet of Pollution
Research and Control Corp. and Subsidiaries as of December 31, 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2000 and 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Pollution Research
and Control Corp. and Subsidiaries as of December 31, 2000, and the consolidated
results of their operations and their cash flows for the years ended December
31, 2000 and 1999 in conformity with generally accepted accounting principles.




                                                  AJ. ROBBINS, PC
                                                  CERTIFIED PUBLIC ACCOUNTANTS
                                                        AND CONSULTANTS



Denver, Colorado
February 9, 2001


                                      F-2
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000
                                -----------------

                                     ASSETS
                                     ------


CURRENT ASSETS:
     Cash                                                             $  172,306
     Accounts receivable, trade, less allowance
       for doubtful accounts of $35,504                                  226,420
     Inventories                                                       2,220,836
     Other current assets                                                365,585
                                                                      ----------

                  Total Current Assets                                 2,985,147
                                                                      ----------



PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                       77,379


INVESTMENT IN JOINT VENTURE                                              600,000


ACCOUNTS RECEIVABLE, related party                                       203,937


OTHER ASSETS                                                              23,509


DEFERRED TAX ASSET, net                                                3,387,000
                                                                      ----------

                                                                      $7,276,972
                                                                      ==========

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-3
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)
                                DECEMBER 31, 2000
                                -----------------


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

CURRENT LIABILITIES:
     Accounts payable, trade                                       $    278,498
     Accrued liabilities                                                155,782
     Accrued settlement                                                  45,000
     Notes payable and convertible debt                               1,365,000
     Accrued interest expense                                            53,111
                                                                   ------------

                  Total Current Liabilities                           1,897,391

LONG-TERM DEBT                                                        1,275,000

DEFERRED RENT                                                            29,068
                                                                   ------------

                  Total Liabilities                                   3,201,459
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, 20,000,000 shares authorized:
         Series A, $.01 par value, -0- shares
          issued and outstanding                                           --
         Series B, $.01 par value, -0- shares
          issued and outstanding                                           --
         Common stock, no par value, 30,000,000 shares
          authorized, 5,116,752 issued and outstanding               10,269,076
     Additional paid-in capital                                       2,216,505
     Employee stock plan receivable                                  (1,667,400)
     Accumulated (deficit)                                           (6,742,668)
                                                                   ------------

                  Total Stockholders' Equity                          4,075,513
                                                                   ------------

                                                                   $  7,276,972
                                                                   ============


          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                     POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                        ----------------------------------------------

                                                                     2000                    1999
                                                                 -----------              -----------

<S>                                                              <C>                      <C>
NET REVENUES                                                     $ 3,636,622              $ 7,314,975


COST OF GOODS SOLD                                                 2,363,340                5,142,575
                                                                 -----------              -----------


GROSS PROFIT                                                       1,273,282                2,172,400
                                                                 -----------              -----------
OPERATING EXPENSES:
     Selling, general and administrative                           2,672,268                2,952,652
     Research and development                                         53,465                   70,830
                                                                 -----------              -----------

                  Total Operating Expenses                         2,725,733                3,023,482
                                                                 -----------              -----------

(LOSS) FROM OPERATIONS                                            (1,452,451)                (851,082)
                                                                 -----------              -----------
OTHER INCOME (EXPENSE):
     Other income                                                       --                     13,500
     Interest income                                                     261                     --
     Interest expense                                               (371,736)                (570,008)
     Amortization of loan fees                                      (760,092)                (359,106)
                                                                 -----------              -----------

                  Net Other Income (Expense)                     (1,131,567))                (915,614)
                                                                 -----------              -----------

(LOSS) FROM OPERATIONS, BEFORE INCOME TAXES (BENEFIT)             (2,584,018)              (1,766,696)
                                                                 -----------              -----------

(BENEFIT) FROM INCOME TAXES                                         (728,000)              (2,659,000)
                                                                 -----------              -----------

NET INCOME (LOSS)                                                $(1,856,018)             $   892,304
                                                                 ===========              ===========

NET INCOME (LOSS) PER SHARE - BASIC                              $      (.41)             $       .26
                                                                 ===========              ===========

WEIGHTED AVERAGE SHARES, BASIC                                     4,540,847                3,438,418
                                                                 ===========              ===========

NET INCOME (LOSS) PER SHARE - DILUTED                            $      (.41)             $       .21
                                                                 ===========              ===========

WEIGHTED AVERAGE SHARES, DILUTED                                   4,540,847                4,168,924
                                                                 ===========              ===========


                     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                F-5
<PAGE>


             POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
                 ----------------------------------------------

                                                                    Series A
                                      Common Stock               Preferred Stock
                                ------------------------      -----------------------
                                 Shares        Amount           Shares        Amount
                                ---------    -----------      ---------     ---------

Balances,
   December 31, 1998 (See
   Note 20)                     2,368,439    $ 6,704,195        220,000    $     2,200
Sale of common stock, net
   of offering costs of
   $74,875                         848,331        731,375           --             --
Conversion of preferred
   stock                          670,000          6,700       (220,000)        (2,200)
Recission of purchase of
   Technical Service Center      (450,000)        (4,500)          --             --
Issuance of common stock
   in partial settlement
   of debt                        100,000        175,000           --             --
Value of beneficial
   conversion feature of
   convertible debentures
   (See Note 20)                     --             --             --             --
Conversion of convertible
   debt into common stock          85,775        150,000           --             --
Common stock issued for
   services                        50,000         78,150           --             --
Stock based compensation
   for loan fees                     --             --             --             --
Net income for the year              --             --             --             --
                              -----------    -----------    -----------    -----------

Balances,
   December 31, 1999            3,672,545      7,840,920           --             --
Exercise of warrants and
   options                        429,207        404,406           --             --
Fair market value of
   warrants issued in
   connection with
   exercise of warrants              --             --             --             --
Additional proceeds from
   the sale of common
   stock in partial
   settlement of debt                --             --             --             --
Conversion of convertible
   debt                            50,000        100,000           --             --
Value of beneficial
   conversion feature of
   convertible debentures            --             --             --             --
Common stock issued for
   loan fees                      100,000        187,500           --             --
Stock based compensation
   for loan fees                     --             --             --             --
Common stock issued for
   services                        25,000         56,250           --             --
Issuance of stock under
   Employee Stock Plan            840,000      1,680,000           --             --
 Collections on note due
   from sale of stock                --             --             --             --
Net (loss) for the year              --             --             --             --
                              -----------    -----------    -----------    -----------

Balances,
    December 31, 2000           5,116,752    $10,269,076           --      $      --
                              ===========    ===========    ===========    ===========


                      SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                F-6

<PAGE>


                           POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                           FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000 (Continued)
                           ----------------------------------------------------------

                                         Series B
                                      Preferred Stock           Note Due     Additional                     Total
                                --------------------------     From Sale      Paid-In      Accumulated   Stockholders'
                                  Shares           Amount      Of Stock       Capital       Deficit         Equity
                                ---------        ---------    ----------   ------------   ------------   -------------
Balances,
  December 31, 1988 (See
  (Note 20)                       450,000    $     4,500    $      --      $ 1,121,331    $(5,778,954)   $ 2,053,272
Sale of common stock, net
   of offering costs of
   $74,875                           --             --             --             --             --          731,375
Conversion of preferred
   stock                         (450,000)        (4,500)          --             --             --             --
Recission of purchase of
   Technical Service Center          --             --             --         (595,500)          --         (600,000)
Issuance of common stock
   in partial settlement
   of debt                           --             --             --             --             --          175,000
Value of beneficial
   conversion feature of
   convertible debentures
   (See Note 20)                     --             --             --          233,333           --          233,333
Conversion of convertible
   debt into common stock            --             --             --             --             --          150,000
Common stock issued for
   services                          --             --             --             --             --           78,150
Stock based compensation
   for loan fees                     --             --             --          374,836           --          374,836
Net income for the year              --             --             --             --          892,304        892,304
                              -----------    -----------    -----------    -----------    -----------    -----------

Balances,
   December 31, 1999                 --             --             --        1,134,000     (4,886,650)     4,088,270
Exercise of warrants and
   options                           --             --             --       (1,113,703)          --         (709,297)
Fair market value of
   warrants issued in
   connection with
   exercise of warrants              --             --             --        1,113,703           --        1,113,703
Additional proceeds from
   the sale of common
   stock in partial
   settlement of debt                --             --             --           98,948           --           98,948
Conversion of convertible
   debt                              --             --             --             --             --          100,000
Value of beneficial
   conversion feature of
   convertible debentures            --             --             --          179,250           --          179,250
Common stock issued for
   loan fees                         --             --             --             --             --          187,500
Stock based compensation
   for loan fees                     --             --             --          804,307           --          804,307
Common stock issued for
   services                          --             --             --             --             --           56,250
Issuance of stock under
   Employee Stock Plan               --             --       (1,680,000)          --             --             --
 Collections on note due
   from sale of stock                --             --           12,600           --             --           12,600
Net (loss) for the year              --             --             --             --       (1,856,018)    (1,856,018)
                              -----------    -----------    -----------    -----------    -----------    -----------

Balances,
    December 31, 2000                --      $      --      $(1,667,400)   $ 2,216,505    $(6,742,668)   $ 4,075,513
                              ===========    ===========    ===========    ===========    ===========    ===========


                      SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                F-6 (Continued)

<PAGE>


                             POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                                 ----------------------------------------------

                                                                                       2000                  1999
                                                                                    ------------         -----------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
     Reconciliation of net income (loss) to
      net cash flows provided by (used in)
      operating activities:
         Net income (loss)                                                          $(1,856,018)         $   892,304
         Depreciation and amortization                                                   25,772               23,150
         Deferred rent                                                                  (14,534)             (14,532)
         Deferred income taxes                                                         (728,000)          (2,659,000)
         Beneficial conversion feature of convertible debt                              179,250              233,333
         Stock issued for services                                                       56,250               78,150
         Stock-based compensation expense for loan fees                                 522,593              309,106
         Stock issued for loan fees                                                     187,500                 --
     Changes in operating assets and liabilities:
         Accounts receivable, trade, net                                                875,270             (883,821)
         Accounts receivable, related party                                              75,001              (51,010)
         Inventories                                                                   (833,125)             239,444
         Due from factor                                                                   --                 55,164
         Prepaid expenses                                                                40,000              (40,000)
         Other current assets                                                              --                 (9,051)
         Accounts payable, trade                                                         60,753              (38,947)
         Accrued liabilities                                                            (29,617)             199,397
                                                                                    -----------          -----------

                          Net Cash Flows (Used in) Operating Activities              (1,438,905)          (1,666,313)
                                                                                    -----------          -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
     Additions to property, equipment and leasehold improvements                           --                (14,807)
     Investment in joint venture                                                       (600,000)                --
     Payments received from employee stock purchase plan                                 12,600                 --
                                                                                    -----------          -----------

                          Net Cash Flows (Used in) Investing Activities                (587,400)             (14,807)
                                                                                    -----------          -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                             404,405              806,250
     Payment of offering costs                                                             --                (74,875)
     Advances on notes payable                                                          925,000            1,583,251
     Payments on notes payable                                                         (210,000)          (1,283,251)
     Advances on convertible debt                                                       865,000              800,000
                                                                                    -----------          -----------

                        Net Cash Flows Provided by Financing Activities               1,984,405            1,831,375
                                                                                    -----------          -----------

INCREASE (DECREASE) IN CASH                                                             (41,900)             150,255
CASH, beginning of year                                                                 214,206               63,951
                                                                                    -----------          -----------

CASH, end of year                                                                   $   172,306          $   214,206
                                                                                    ===========          ===========

Supplemental Cash Flow Information:
See Note 15

                                 SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            F-7
</TABLE>
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 1 - BUSINESS ACTIVITY

Pollution Research and Control Corp., a California corporation, primarily
designs, manufactures and markets air pollution monitoring instruments, through
its wholly-owned subsidiary Dasibi Environmental Corporation ("Dasibi"). The
Company's wholly owned subsidiary Nutek, Inc. ("Nutek") is inactive. The
Company's wholly owned subsidiary Logan Medical Devices, Inc. ("Logan") was
renamed Dasibi China, Inc. ("Dasibi China") and is currently inactive, but
seeking business opportunities in The Peoples Republic of China.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation
-------------
The consolidated financial statements include the accounts of Pollution Research
and Control Corp. and its wholly-owned subsidiaries (the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.

Investment in Joint Venture
---------------------------
The Company accounts for its investment in the joint venture under the equity
method. (See Note 4)

Revenue Recognition
-------------------
Revenue is recognized upon shipment of products. Title of goods is transferred
when the products are shipped from the Company's warehouse.

Inventories
-----------
Inventories are stated at the lower of cost (first-in first-out) basis or
market.

Advertising Expenses
--------------------
The Company expenses advertising costs as incurred. During the years ended
December 31, 2000 and 1999, the Company did not have significant advertising
costs.

Property, Equipment and Leasehold Improvements and Depreciation
----------------------------------------------------------------
Property, equipment and leasehold improvements are stated at cost less
accumulated depreciation and amortization. Depreciation is provided for on the
straight-line method over the estimated useful lives of the assets, generally
five to ten years. Amortization of leasehold improvements is over the shorter of
the life of the lease or five years. Total depreciation expense was $25,772 and
$23,150 for the years ended December 31, 2000 and 1999, respectively.



                                      F-8
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation
------------------------
The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). This standard requires the Company to adopt the
"fair value" method with respect to stock-based compensation of consultants and
other non-employees. The Company did not change its method of accounting with
respect to employee stock options; the Company continues to account for these
under the "intrinsic value" method, and to furnish the proforma disclosures
required by SFAS 123. See Note 11 for additional information with respect to
stock-based compensation.

Earnings per Share
------------------
In 1997, the Financial Accounting Standards Board (FASB) issued Statement No.
128, "Earnings Per Share". Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, to conform to Statement 128 requirements.

Cash Equivalents
----------------
For purposes of reporting cash flows, the Company considers all short term,
interest bearing deposits with original maturities of three months or less to be
cash equivalents.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of cash, accounts receivable, accounts payable, accrued
expenses, notes payable and convertible debt approximate fair value because of
the short maturity of these items.

Impairment Of Long-Lived Assets
-------------------------------
The Company evaluates its long-lived assets by measuring the carrying amounts of
assets against the estimated undiscounted future cash flows associated with
them. At the time the carrying value of such assets exceeds the fair value of
such assets, impairment is recognized. To date, no adjustments to the carrying
value of the assets has been made.

Research and Software Development Costs
---------------------------------------
The Company has developed software to control its monitoring equipment available
for sale, which are sold on a package basis. The software development costs were
expensed as research and development costs as incurred. Revenues from software
sold were insignificant during the years ended December 31, 2000 and 1999.
Research and development expense was $53,465 and $70,830 for the years ended
December 31, 2000 and 1999, respectively.


                                      F-9
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
------------
Deferred income taxes are recorded to reflect the tax consequences in future
years of temporary differences between the tax basis of the assets and
liabilities and their financial statement amounts at the end of each reporting
period. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax
payable for the current period and the change during the period in deferred tax
assets and liabilities. The deferred tax assets and liabilities have been netted
to reflect the tax impact of temporary differences. At December 31, 2000 no
valuation allowance has been established for the deferred tax asset as
management believes that it is more likely than not that a tax benefit will be
realized.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassification
----------------
Certain amounts reported in the Company's financial statements for the year
ended December 31, 1999 have been reclassified to conform to the current year
presentation.

Recently Issued Accounting Pronouncements
-----------------------------------------
In 1999 the FASB issued Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. The adoption by the Company of Statement 133 did not
impact the Company's financial statements.

The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
(SAB) 101, Revenue Recognition in Financial Statements, in December 1999. The
SAB summarizes certain of the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. In June
2000, the SEC issued SAB 101B, which delays the implementation date of SAB 101
until no later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. The Company does not believe that adoption of this SAB will
have a material impact on its financial statements.


                                      F-10
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------

NOTE 3 - INVENTORIES

Inventories at December 31, 2000 consisted of the following:

Raw materials                                                         $  920,952
Work in process                                                          468,912
Finished goods                                                           830,972
                                                                      ----------

     Total                                                            $2,220,836
                                                                      ==========

Inventories at December 31, 2000 include capitalized labor and overhead of
$683,479.

NOTE 4 - JOINT VENTURE

In December 2000, the Company entered into a Joint Venture Contract with
Shenyang Dongyu Group Co. Ltd. The intent of the joint venture is to manufacture
and sell air pollution monitoring equipment and to provide technical
consultation and support as well as after-sale services. The business will
operate in Shenyang City, China. The term of the Joint Venture is 10 years.
Operations commenced in 2001.

The Company contributed $600,000 in cash and transferred internally developed
technology for its current generation product line to the Joint Venture for a
42.5% joint venture interest. The Company is required to contribute an
additional $200,000 cash and additional technology during the first year of
operations of the Joint Venture. The Company's rights include electing two
directors to the Board of Directors out of a total of six directors.

NOTE 5 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements at December 31, 2000 consisted of
the following:

Machinery and equipment                                                 $ 84,787
Furniture and fixtures                                                    31,298
Leasehold improvements                                                   194,196
                                                                        --------
                                                                         310,281
Less accumulated depreciation and amortization                           232,902
                                                                        --------

                                                                        $ 77,379
                                                                        ========


                                      F-11
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 6 - DEFERRED RENT

Upon execution of a 10 year lease for its present facility in Glendale,
California commencing July 1, 1994, the Company was granted 6 months "free"
rent. As required by generally accepted accounting principles, rent expense is
being recognized by amortizing the total minimum rentals payable under the lease
over the terms of the lease on a straight-line basis. The deferred rent shown on
the balance sheet as of December 31, 2000 represents the excess of the total
amount charged to rent expense over the amounts actually due and payable under
the lease as of such date, of which $23,012 has been classified as current and
$29,068 as long term, respectively.

NOTE 7 - ACCRUED SETTLEMENTS

Nutek

Under a settlement reached in 1998 and finalized in June 1999, the Company
entered into a compromise settlement agreement with the previous major secured
lender of Nutek to repay $468,000 through the issuance of 100,000 shares of the
Company's common stock (market value of $1.75 per share on the date of issuance)
and payment on February 1, 2000 of the remaining balance due, including interest
accruing from the settlement date at 12% per annum. The shares were placed in
escrow to be sold to reduce the balance owed under the settlement agreement. In
addition, the Company issued warrants to purchase 20,000 shares of the Company's
common stock at $.75 per share as an inducement to enter into the settlement
agreement. The warrants were valued based upon the fair value method using the
Black-Scholes model and were recorded as loan fees expense.

The Company did not make its required payment in February 2000 and in March 2000
entered into an amendment to the compromise settlement agreement and agreed to
place $200,000 in escrow for the remaining balance owed which was paid out
during the year ended December 31, 2000 in full settlement of the obligation.

Other Settlement

During 1999 a director of the Company filed a lawsuit alleging that certain
monies were due to him for prior salary by the Company. The Company filed a
cross-complaint in December 1999.

During December 2000, the Company reached a settlement and was required to pay
$107,750, of which $45,000 remains outstanding as of December 31, 2000 payable
in three equal monthly installments.


                                      F-12
<PAGE>
<TABLE>
<CAPTION>



                         POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                            ----------------------------------------------

NOTE 8 - NOTES PAYABLE, CONVERTIBLE DEBT AND LONG-TERM DEBT

Notes payable consisted of the following at December 31, 2000:

<S>                                                                                                    <C>
Notes payable to individuals; interest at 11% per annum; principal and interest due June
      2001; unsecured; effective rate of interest, which includes values ascribed to stock
      compensation granted and other loan fees is 29.9%                                                $  200,000
Notes payable to individuals; interest at 12% per annum; principal and interest due June
      2001; unsecured; effective rate of interest, which includes values ascribed to stock
      compensation granted and other loan fees is 25.7%                                                   100,000
Notes payable; interest at 18% per annum; principal and interest due June 2002; unsecured;
      effective rate of interest, which includes values ascribed to stock compensation
      granted and other loan fees is 43.2%                                                                200,000
Notes payable; interest at 12% per annum; principal and interest due February 2001;
      unsecured; due date verbally extended; effective rate of interest, which includes
      values ascribed to stock compensation granted and other loan fees is 25.7%                          650,000
Notes payable interest at 10% per annum; principal and interest due June 2002; unsecured;
      effective rate of interest, which includes values ascribed to stock compensation
      granted and other loan fees is 10%                                                                   75,000
                                                                                                       ----------

                                                                                                        1,225,000
                                                                                                       ----------
Convertible debt consisted of the following at December 31, 2000:

Convertible debenture; interest at 12% per annum due monthly; principal due June 2002;
      convertible at the lesser of 80% of the market price of the common stock on the date
      of conversion or 115% of the market price of the common stock on May 28, 1999;
      effective rate of interest, which includes values ascribed to stock compensation
      granted and other loan fees is 17%                                                               $  500,000
Convertible debenture; interest at 12% per annum due monthly; principal due June 2001;
      convertible at the lesser of 80% of the market price of the common stock on the date
      of conversion or $2.25; effective rate of interest, which includes values ascribed to
      stock compensation granted and other loan fees is 38.6%                                              50,000
Convertible debenture; interest at 12% per annum due monthly; principal due June 2002;
      convertible at the lesser of 85% of the market price of the common stock on the date
      of conversion or $2.00; effective rate of interest, which includes values ascribed to
      stock based compensation granted, beneficial conversion feature and loan fees is 150.9%
Convertible debenture; interest at 9% per annum due monthly; principal due July 2001;                     500,000
      convertible at the lesser of 80% of the market price of the common stock on the date
      of conversion or $2.34; effective rate of interest, which includes values ascribed to
      stock based compensation granted, beneficial conversion feature and loan fees is 159.2%             365,000
                                                                                                       ----------

                                                                                                        1,415,000

                                                                                                       $2,640,000
                                                                                                       ==========
Principal payments on the debt are as follows:
Year ending December 31, 2001                                                                          $1,365,000
Year ending December 31, 2002                                                                           1,275,000
                                                                                                       ----------

                                                                                                       $2,640,000
                                                                                                       ==========
</TABLE>

                                               F-13

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------

NOTE 8 - NOTES PAYABLE AND CONVERTIBLE DEBT (Continued)

During 1999 and 2000, the Company sold  convertible  debentures,  which included
beneficial  conversion features at rates less than market value. The convertible
debentures  are  convertible to common stock at rates ranging from 80% to 85% of
the  trading  price of the  common  stock on the date of  conversion  or  prices
ranging  from  $2.00  to  $2.34,  whichever  is  less.  The  Company  recognized
additional  interest  costs  related to the  beneficial  conversion  features of
$179,250  and  $233,333  during  the years  ended  December  31,  2000 and 1999,
respectively.

NOTE 9 - INCOME TAXES

The components of deferred tax assets and (liabilities) is as follows:
<TABLE>
<CAPTION>

                                                                                                        2000
                                                                                                -----------------
<S>                                                                                             <C>
Total deferred tax assets                                                                       $       3,387,000
Total deferred tax (liabilities)                                                                            -
                                                                                                -----------------

Net deferred tax asset                                                                          $       3,387,000
                                                                                                =================

The provision (benefit) for income taxes consists of the following:
                                                                                 2000                  1999
                                                                          -----------------     -----------------
Current                                                                   $          -          $          -
Deferred                                                                           (728,000)           (2,659,000)
                                                                          -----------------     -----------------

                                                                          $        (728,000)    $      (2,659,000)
                                                                          =================     =================

The income tax  provision  (benefit)  for the years ended  December 31, 2000 and
1999  differs  from the  computed  expected  provision  (benefit) at the federal
statutory rate for the following reasons:

                                                                                 2000                  1999
                                                                          -----------------     -----------------
Computed expected income tax provision (benefit)                          $        (842,000)    $        (537,000)
Non-deductible meals and entertainment                                                6,000                15,000
Temporary differences for items deductible from (includible in)
taxable income in future years:                                                       1,000                --
         Depreciation                                                                20,000                 1,000
         Inventory valuation allowance                                                1,000               (14,000)
         Bad debt allowance                                                          --                    10,000
         Other                                                                        1,000                --
State income taxes, net of federal income tax effect                                 --                   (59,000)
Net operating loss carryforward increased                                           618,000               474,000
Stock-based expenses                                                                195,000               110,000
Decrease in valuation allowance                                                    (728,000)           (2,659,000)
                                                                          -----------------     -----------------

     Income tax provision (benefit)                                       $        (728,000)    $      (2,659,000)
                                                                          =================     =================



                                      F-14

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 9 - INCOME TAXES (Continued)

The components of the deferred tax assets and (liabilities) as of December 31,
2000 were as follows:

Deferred tax assets:
Temporary differences:
     Allowance for doubtful accounts                                                            $          14,000
     Inventory valuation allowance                                                                         38,000
     Accrued expenses                                                                                      15,000
     Loss on previous joint venture investment with Logan                                                  66,000
     Tax depreciation in excess of book depreciation                                                       (4,000)
     Net operating loss carryforward                                                                    3,258,000
                                                                                                -----------------

     Net long-term deferred tax asset                                                           $       3,387,000
                                                                                                =================

The  components  of the deferred tax  (expense)  benefit were as follows for the
years ended December 31, 2000 and 1999:
                                                                                 2000                  1999
                                                                          -----------------     -----------------
     Allowance for doubtful accounts                                      $           1,000     $          11,000
     Inventory valuation allowance                                                   23,000               (16,000)
     Accrued expenses                                                                --                     1,000
     Depreciation                                                                    (1,000)               (1,000)
     Increase in net operating loss carryforward                                    705,000               474,000
     Change in valuation allowance                                                   --                 2,190,000
                                                                          -----------------     -----------------

                                                                          $         728,000     $       2,659,000
                                                                          =================     =================
</TABLE>

As of December 31, 2000 the Company has net operating loss carryforwards
available to offset future taxable income of approximately $8,171,000 expiring
in 2008 through 2020.

NOTE 10 - STOCKHOLDERS' EQUITY

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

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

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


                                      F-15
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

In February 2000 the Company issued 100,000 shares of common stock valued at
$187,000 and 300,000 warrants valued at $338,400 as a loan fee in connection
with the issuance of a debenture.

In March and September 2000, convertible debenture holders converted a total of
$100,000 to 50,000 shares of common stock.

In March 2000, warrants and options were exercised for $404,406 and the Company
issued 429,207 shares of common stock. As an incentive to exercise, the Company
granted the warrant and option holders additional warrants to purchase 429,207
shares of the Company's common stock, with exercise prices ranging from $3.10 to
$4.00, expiring in 2003. The additional warrants have been valued at $1,113,703
which was recorded as a reduction of the net proceeds generated from the
exercise of the warrants and options.

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

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

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

Consulting Agreement
--------------------
In July 1999 the Company issued 50,000 shares of common stock under a consulting
agreement valued at the market value of the common stock on the date of
services.


                                      F-16
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

Warrants
--------
In connection with the sale of common stock and debt financing during the year
ended December 31, 1999, the Company granted warrants to purchase 363,331 shares
of common stock at $.75 per share, 130,000 shares of common stock at $1.50 per
share, 63,000 shares of common stock at $2.25 per share and 75,000 shares of
common stock at $2.40 per share, 100,000 shares of common stock at $2.25 per
share and 200,000 shares of common stock at $4.50 per share, and 131,400 shares
of common stock at $2.2875 per share. Warrants issued with the debt financing
were valued using the fair market value method using the Black-Scholes model
totaling $374,836.

Employee Stock Option Plan
--------------------------
On June 29, 2000 the Company adopted the Employees' Stock Option Plan (the Plan)
which provides for the granting of options to officers, directors, employees and
consultants. 1,500,000 shares of common stock are reserved under the plan for
the granting of options. The Plan is in effect until June 29, 2010, unless
extended by the Company's stockholders. The options are exercisable to purchase
stock for a period of ten years from the date of grant.

Incentive Stock Options granted pursuant to this Plan may not have an option
price that is less than the fair market value of the stock on the date the
option is granted. Incentive stock options granted to significant stockholders
shall have an option price of not less than 110% of the fair market value of the
stock on the date of the grant.

The Company granted options to employees to purchase 840,000 shares of the
Company's common stock exercisable at $2.00 per share on June 29, 2000. (See
Notes 11 and 16). The options were immediately exercised.


                                      F-17
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY (Continued)

The following table summarizes the activity of options and warrants for the two
years ended December 31, 2000:

<TABLE>
<CAPTION>
                                                                                      Weighted
                                                                                       Average
                                                     Number of                        Exercise        Exercise
                                              Options           Warrants                Price          Amount
                                              -------           --------                -----          ------

<S>                                         <C>                   <C>               <C>            <C>
Outstanding, December 31, 1998                837,500               302,709           $   3.47       $ 3,958,595

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

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

Exercised                                    (871,875)             (397,332)              1.64        (2,084,405)
Granted                                     1,003,000               980,607               2.79         5,526,903
Expired                                      (410,000)                 --                 3.43        (1,405,000)
                                          -----------           -----------                          -----------

Outstanding, December 31, 2000                617,625             1,234,606           $   2.86       $ 5,291,093
                                          ===========           ===========                          ===========

</TABLE>

NOTE 11 - STOCK-BASED COMPENSATION

The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". The standard requires the Company to adopt the "fair value"
method with respect to stock-based compensation of consultants and other
non-employees, which resulted in charges to operations of $522,593 and $309,106
during the years ended December 31, 2000 and 1999, respectively. The Company
also had stock-based compensation which was recorded as capitalized loan fees of
$347,444 and $65,730 during the years ended December 31, 2000 and December 31,
1999, respectively.

The Company did not adopt the fair value method with respect to employee stock
options; the Company continues to account for these under the "intrinsic value"
method. Had the Company adopted the fair value method with respect to options
issued to employees as well, an additional $48,000 would have been charged to
income in 1999; proforma net income would have been $844,304 and net income per
share would have been $.25 on the basic basis and $.20 on the diluted basis. In
estimating the above expense, the Company used the Modified Black-Scholes
European pricing model. The average risk-free interest rate used was 4.9% and
5.1%, volatility was estimated at 96%, the expected life was less than three
years.

                                      F-18

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 11 - STOCK-BASED COMPENSATION (Continued)

840,000 employee options were granted during the year ended December 31, 2000.
The options were immediately exercised, and, therefore, had no value. Had the
Company adopted the fair value method with respect to options issued to
employees as well, there would be no additional charges to operations in 2000.

NOTE 12 - EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                                  For the Year Ended December 31, 2000
                                                             --------------------------------------------------
                                                                                                           Per
                                                               Income                Shares               Share
                                                             (Numerator)           (Denominator)          Amount
                                                             -----------           -------------          ------

<S>                                                          <C>                   <C>                  <C>
Basic EPS
     (Loss) available to common stockholders                 $(1,856,018)              4,540,847         $  (.41)

Effect of Dilutive Securities
     Convertible debt, options and warrants                         --                      --               --
                                                             -----------             -----------         -------
Diluted EPS
     Income available to common stockholders                 $(1,856,018)              4,540,847         $  (.41)
      including assumed conversions                          ===========             ===========         =======

                                                                       For the Year Ended December 31, 1999
                                                               --------------------------------------------------
                                                                                                           Per
                                                                 Income                Shares             Share
                                                               (Numerator)           (Denominator)        Amount
                                                               -----------           -------------        ------
Basic EPS
     Income available to common stockholders                     $ 892,304             3,438,418         $   .26

Effect of Dilutive Securities
     Convertible debt, options and warrants                        (36,525)              730,506            (.05)
                                                                 ---------             ---------         -------

Diluted EPS
     Income available to common stockholders                     $ 855,779             4,168,924         $   .21
       including assumed conversions                             =========            ==========         =======

</TABLE>

                                      F-19
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 13 - COMMITMENTS AND CONTINGENCIES

Operating Leases
----------------
The Company leases its facilities under long-term non-cancelable operating
leases. The lease terms provide for increases in future minimum rental payments
based on the Consumer Price Index, and an option to purchase during the lease
term. Future minimum lease commitments as of December 31, 2000 are as follows:

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

          2001               $       291,000
          2002                       291,000
          2003                       291,000
          2004                       145,000
                             ---------------

          Total              $     1,018,000
                             ===============

Total rentals under all operating leases charged against income amounted to
$424,785 and $407,107 for the years ended December 31, 2000 and 1999,
respectively.

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

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

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

                   Total                      $      920,000
                                              ==============

Litigation
----------
The Company is a party to a number of lawsuits arising in the normal course of
business. In the opinion of management, the resolution of these matters will not
have a material adverse effect on the Company's operations, cash flows or
financial position.

NOTE 14 - RELATED PARTY TRANSACTIONS

The Company advanced $203,937 to the former stockholders of Logan. The
receivable is secured by equipment and is non-interest bearing.


                                      F-20
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION

No cash was paid for income taxes during the years ended December 31, 2000 or
1999. Cash paid for interest was $174,880 and $151,878 during the years ended
December 31, 2000 and 1999, respectively.

During 2000 $100,000 of convertible debt was converted to 50,000 shares of the
Company's common stock.

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

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

NOTE 16 - EMPLOYEE STOCK PLAN RECEIVABLE

In June 2000 the Company issued 840,000 shares of common stock under the
Company's Employee Stock Plan at $2.00 per share in exchange for a non-interest
bearing note of $1,680,000. The note is to be repaid through the employee
payroll deductions. The Company received $12,600 towards the repayment of this
loan during 2000.

NOTE 17 - CONCENTRATION OF CREDIT RISK

Concentrations of credit risk with respect to trade receivables exist due to
large balances with a few customers. At December 31, 2000, the accounts
receivable balance from one significant customer was $23,968, or 9% of the total
accounts receivable balance. Ongoing credit evaluations of customers' financial
conditions are performed and generally no collateral is required. The Company
maintains reserves for potential credit losses, and such losses in the aggregate
have not exceeded management's expectations. Customers are located throughout
the world.

The  Company  maintains  all cash in bank  accounts,  which at times may  exceed
federally insured limits.

NOTE 18 - FOREIGN SALES

The following table sets forth certain information regarding the Company's
foreign sales for the last two fiscal years:
<TABLE>
<CAPTION>

                                                             Year Ended December 31,
                                                             -----------------------
                                                              2000             1999
                                                          -------------    ------------
<S>                                                       <C>              <C>
Aggregate sales to unaffiliated foreign customers:

Europe and The United Kingdom                             $     341,000    $    358,000
Asia and Pacific Rim                                      $   1,438,000    $  5,200,000
Latin America and Other                                   $     157,000    $    173,000
</TABLE>


                                         F-21

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
                 ----------------------------------------------


NOTE 18 - FOREIGN SALES (Continued)

During the years ended December 31, 2000 and 1999 one customer in China
accounted for 40% and 71% of net sales.

NOTE 19 - SUBSEQUENT EVENTS

On January 4, 2001, the Company entered into an agreement with Silverline
Partners, Inc., to provide consulting services to locate and form alliances with
well-financed, European companies with synergistic technologies. The Company
issued 700,000 restricted shares of common stock to Silverline Partners under
the agreement.

NOTE 20 - PRIOR PERIOD ADJUSTMENTS

During the year ended December 31, 2000, a change was made to the accumulated
deficit and additional paid in capital of the Company to correct and include the
effects of beneficial conversion features of the Company's Series A Preferred
Stock and convertible debentures sold during 1998 and 1999 respectively, causing
no change to total stockholders' equity.

The Company recorded the beneficial conversion feature as a deemed dividend with
respect to the Series A Preferred Stock of $192,500 as an increase to additional
paid in capital and an increase to the accumulated deficit effective for the
year ended December 31, 1998.

The Company recorded the beneficial conversion feature as interest expense for
the convertible debentures sold in 1999, as an increase to interest expense and
an increase to additional paid in capital of $233,333 for the year ended
December 31, 1999.



                                      F-22


<PAGE>

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

         Not applicable.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

Directors, Executive Officers and Key Employees

     Set forth below are the names, ages, positions and business experience of
the directors, executive officers and key employees of Pollution Research and
Dasibi Environmental Corp.

         Name              Age   Position(s) with  Pollution Research and Dasibi
         ----              ---   ----------------  -----------------------------

Albert E. Gosselin, Jr.    68    President, Chief Executive Officer and
                                 Chairman of the Board of Directors of
                                 Pollution Research;
                                 President of Dasibi

Donald R. Ford             73    Chief Financial Officer and  Director

Cynthia L. Gosselin        39    Operations Manager of Dasibi

Marcia A. Smith            62    Secretary and Director of Pollution Research;
                                 Manager of Administration of Dasibi

Gary L. Dudley             61    Director, Chairman & CEO of Dasibi

Craig E. Gosselin          41    Director, Director of Dasibi

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

Family Relationships

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

                                       19

<PAGE>


Business Experience

     Albert E. Gosselin, Jr., has served as the President, Chief Executive
Officer and Chairman of the Board of Directors of Pollution Research and Control
Corp. (formerly "Dasibi Environmental Corp." and "A.E. Gosselin Engineering,
Inc.") and Dasibi (formerly "Baral Engineering, Inc."), corporations which he
co-founded with Barbara L. Gosselin, since the organization of those
corporations in December 1971 and July 1976, respectively. Barbara L. Gosselin
resigned as a director on August 12, 1999 after being elected at the annual
shareholders meeting. He also served as the President, Chief Executive Officer
and Chairman of the Board of Directors of the company's former parent
corporation, a corporation also named "Pollution Research and Control Corp.,
which he co-founded with Mrs. Gosselin under the name of "A.E. Gosselin
Engineering Co.," from its inception date in 1966 through the date of its
spin-off in October 1986. Mr. Gosselin also served as the President, Chief
Executive Officer and Chairman of the Board of Directors of Applied Conservation
Technology, Inc. ("ACT"), a former wholly-owned subsidiary of Pollution Research
and Control Corp. engaged in the business of providing environmental impact
reports to electric utilities, together with our company, from 1980 through the
date of the purchase of ACT by its management from PRCC in November 1986. ACT is
presently a diversified environmental consulting firm owned and managed by Gary
L. Dudley, a Company director, and other members of management. Mr. Gosselin
received a Bachelor of Science in mechanical engineering from Loyola University,
Los Angeles, California, in 1954. He has been a registered mechanical engineer
in the State of California since 1959.

     Donald R. Ford served as a director of Pollution Research in the 1970's and
has served as a director and corporate officer of several private companies
since 1975. After leaving Price Waterhouse (now Price Waterhouse Coopers) in
1957, he practiced primarily as a financial and business consultant to domestic
and international companies. He received a B.S. in Marketing from the University
of California, Berkeley in 1952. For the past five years, Mr. Ford has primarily
been an income tax advisor.

     Cynthia L. Gosselin served as the Chief Financial Officer of Pollution
Research and Control Corp. and Dasibi from May 1990 to January 1998, when she
resigned those positions and became operations manager of Dasibi and Pollution
Research. Additionally, she has acted as Dasibi's purchasing agent since May
1990. She was employed by Dasibi in various capacities, including production
manager, from 1983 through April 1990. Ms. Gosselin received a B.S. degree in
business from the University of California at Long Beach in 1982.

     Marcia A. Smith has served as a director of Pollution Research and Dasibi
since May 1990. She has been employed as the manager of administration and in
various other capacitities with Dasibi since 1979.

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

                                       20

<PAGE>


     Craig E. Gosselin has served as a director of Pollution Research and Dasibi
since October 1989. Mr. Gosselin is an attorney who has been licensed to
practice law in the State of California since 1984. He has served as the Vice
President and General Counsel of Vans, Inc., a publicly-held designer,
distributor and retailer of footwear, snowboard boots, apparel and related
accessories located in Santa Fe Springs, California, since July 1992. He
received a Bachelor of Business Administration degree from Loyola Marymount
University in 1981 and a Juris Doctor from Southwestern University School of Law
in 1984.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership, and reports of changes in
ownership, of common stock and other equity securities of Pollution Research.
Executive officers, directors and greater than ten percent shareholders are
required by Commission regulations to furnish us with copies of all Section
16(a) reports they file. To our knowledge, based solely on a review of the
copies of such reports furnished to us, and representations that no other
reports were required during the fiscal year ended December 31, 2000, our
executive officers, directors and greater than ten per cent beneficial owners of
our common stock, complied with all Section 16(a) filing requirements applicable
to them.

Item 10. Executive Compensation

Executive Compensation

     The following table sets forth the total cash and non-cash compensation
paid by Pollution Research for the fiscal years ended December 31, 1998, 1999
and 2000 to the president and chief executive officer, who was the only
executive officer of Pollution Research whose aggregate cash compensation
exceeded $100,000 for the 2000 fiscal year.

                                       21
<PAGE>
<TABLE>
<CAPTION>



                                  SUMMARY COMPENSATION TABLE
                                      Annual Compensation
                                      -------------------
                                                                                  Long Term
                                                              Other          Compensation Awards
Name                                                          Annual         Securities Underlying
& Principal Position       Year      Salary      Bonus     Compensation      Options/SARs(#)
--------------------       ----      -------     -----     ------------     ---------------------
<S>                        <C>      <C>            <C>          <C>                 <C>
Albert E. Gosselin, Jr.    2000     $220,000      -0-          -0-                 -0-
President, Chief           1999     $210,000 *    -0-          -0-                 -0-
Executive Officer &        1998     $202,223      -0-          -0-                 -0-
Chairman of the Board
</TABLE>

*    Does not include $97,866 of accrued salary from 1996.

     We do not provide officers or employees with pension, stock appreciation
rights, long-term incentive or other plans.

Compensation of Directors

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

Employment Agreements

     We have employment agreements with Albert E. Gosselin, Jr., the President,
Chief Executive Officer and Chairman of the Board of Directors of the Company,
Cynthia L. Gosselin, and Marcia Smith. Mr. Gosselin's employment agreement was
first approved by the board of directors on July 30, 1987, and has since been
extended through August 31, 2003. The Agreement, as extended, provides for the
payment to Mr. Gosselin of a base salary of $200,000, $210,000, $220,000,
$230,000, $240,000 and $250,000 during the one-year periods ending August 31,
1998, 1999, 2000, 2001, 2002, and 2003 respectively. We are further obligated to
permit Mr. Gosselin to participate in our employee's incentive stock option plan
and group medical plan and any other health, life insurance, group medical,
disability income insurance and/or stock option plan adopted by us. Further, Mr.
Gosselin's salary continues in the event of his disability and for two years
after his death. He is also entitled to a lump sum severance payment equivalent
to 2.99 times his current salary in the event of his termination as president or
chief executive officer within eighteen months after a "change of control" of
our company, including, among other events, certain types of mergers and other
business combinations, material changes in the composition of the board of
directors or the beneficial ownership of the common stock, the sale of
substantially all of our assets or securities and the material downsizing or
dissolution of our company. If such an event occurs during fiscal 2001, Mr.
Gosselin would be entitled to receive $657,800 as a severance payment.


                                       22
<PAGE>



Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 28, 2001, regarding
the ownership of our common stock by each shareholder known by us to be the
beneficial owner of more than five percent of its outstanding shares of common
stock, each of the named executive officers, each director, and all executive
officers and directors as a group. Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares of
common stock beneficially owned.
<TABLE>
<CAPTION>


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

<S>                                                    <C>                              <C>
Ronald Patterson                                       748,030    (3)                   12.9%

Silverline Partners, Ltd.                              700,000                          12.0%

Britannica Associates Limited                          300,000    (4)                    5.2%

Barbara L. Gosselin Revocable Trust.                   293,055    (5)                    5.0%

Albert E. Gosselin, Jr.                                247,410    (6)                    4.3%

Marcia A. Smith                                        135,600    (7)                    2.3%

Gary L. Dudley                                          41,950    (8)                     *

Craig E. Gosselin                                       16,250    (9)                     *

All executive officers and directors as
a group (five persons)                                 441,210                           7.6%

*        Less than one percent

(1)      The address of Mr. Ronald Patterson is 1243 Fairway Point Row, San Diego, CA 92128.
         The address of Silverline Partners is 27 Wellington Road, Cork, Ireland.
         The address of Brittanica Assoc. is 3rd Floor, Omar Lodge Building, Road Town, Tortola BVI.
         The addresses of the balance of the individuals named above is 506 Paula Avenue, Glendale, CA 91201.

(2)  Assumes the exercise of outstanding options and warrants specific to the
     referenced party, the denominator of which is made up of the number of
     outstanding shares of common stock plus the number of shares of common
     stock issuable upon the exercise of those specific warrants and options.

</TABLE>

                                       23
<PAGE>


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

(4)  Includes 200,000 shares of common stock issuable upon the exercise of
     options owned of record by Brittanica Associates and exercisable within 60
     days.

(5)  Includes 87,248 shares of common stock issuable upon the exercise of an
     option owned of record by Barbara L. Gosselin Revocable Trust.

(6)  Includes 73,250 shares of common stock issuable upon the exercise of
     options owned of record by Albert E. Gosselin, Jr., exercisable within 60
     days. Does not include a total of 160,860 shares of common stock owned of
     record collectively by Craig. E. and Cynthia L. Gosselin and Jennifer
     Jauregui, the adult children of Albert E. and Barbara Gosselin, Jr., as to
     which Mr. Gosselin disclaims any beneficial interest. Mrs. Gosselin holds
     shares of common stock in a revocable trust of Barbara L. Gosselin to which
     Mr. Gosselin disclaims any beneficial interest for estate planning
     purposes.

(7)  Includes 28,750 shares of common stock issuable upon the exercise of
     options owned of record by Marcia Smith and exercisable within 60 days.

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

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



Item 12. Certain Relationships and Related Transactions

     None.

Item 13. Exhibits and Reports on Form 8-K

     (a) Exhibits

     The exhibits listed in the Exhibit Index located at Pages E-1 through E-48
are filed pursuant to Item 13(a) of this Report.

     (b) Reports on Form 8-K

         None.


                                       24
<PAGE>


                                   SIGNATURES

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

Date:  March 30, 2001        POLLUTION RESEARCH AND CONTROL CORP.

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

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Date:  March 30, 2001            /s/ Albert E. Gosselin
                                 -----------------------------------------------
                                 Albert E. Gosselin, Jr., President, Chief
                                 Executive Officer and Chairman of the
                                 Board of Directors
                                 (Principal Executive Officer)

Date:  March 30, 2001            /s/ Donald R. Ford
                                 -----------------------------------------------
                                 Donald R. Ford, Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

Date:  March 30, 2001            /s/ Gary L. Dudley
                                 -----------------------------------------------
                                 Gary L. Dudley, Director

Date:  March 30, 2001            /s/ Marcia A. Smith
                                 -----------------------------------------------
                                 Marcia A. Smith, Director

Date:  March 30, 2001            /s/ Craig E. Gosselin
                                 -----------------------------------------------
                                 Craig E. Gosselin, Director




                                       25

<PAGE>
                                  EXHIBIT INDEX

Item
Number                          Description
------                          -----------


3.1            Articles of Incorporation of A. E. Gosselin Engineering, Inc.
               (now "Pollution Research and Control Corp.") (Incorporated herein
               by reference to Exhibit 3(a) to the Amendment No. 1 to the
               Registration Statement on Form 10 of Dasibi Environmental
               Corporation (now "Pollution Research and Control Corp.")

3.2            Certificate of Amendment of Articles of Incorporation of A. E.
               Gosselin Engineering, Inc. (now "Pollution Research and Control
               Corp.") (Incorporated herein by reference to Exhibit 3(a) to the
               Amendment No. 1 to the Registration Statement on Form 10 of
               Dasibi Environmental Corporation (now "Pollution Research and
               Control Corp.")

3.3            Certificate of Amendment of Articles of Incorporation of Dasibi
               Environmental Corp. (now "Pollution Research and Control
               Corp.")(Incorporated herein by reference to Exhibit 3(a) to the
               Amendment No. 1 to the Registration Statement on Form 10 of
               Dasibi Environmental Corporation (now "Pollution Research and
               Control Corp.")

3.4            By-laws of A.E. Gosselin Engineering, Inc. (now "Pollution
               Research and Control Corp." (Incorporated herein by reference to
               Exhibit 3(a) to the Amendment No. 1 to the Registration Statement
               on Form 10 of Dasibi Environmental Corporation (now "Pollution
               Research and Control Corp.")

4.1            Form of Warrant Agreement (Incorporated herein by reference to
               Exhibit 4.1 to the Registration Statement on Form S-1 (File No.
               33-26558 of Pollution Research and Control Corp. dated January
               17, 1989)

4.2            Form of Unit Purchase Warrant. (Incorporated herein by reference
               to Exhibit 4.2 to the Registration Statement on Form S-1 (File
               No. 33-26558 of Pollution Research and Control Corp. dated
               January 17, 1989)

                                       E-1

<PAGE>


4.3            Form of Stock Purchase Warrant. (Incorporated herein by reference
               to Exhibit 4.3 to the Registration Statement on Form S-1 (File
               No. 33-26558 of Pollution Research and Control Corp. dated
               January 17, 1989)

10.1           Warrant to Purchase 7,500 shares of Common Stock issued to Frost
               & Company P.S. on February 10, 1987. (Incorporated herein by
               reference to Exhibit 10.2 to the Registration Statement on Form
               S-1 (File No. 33-26558 of Pollution Research and Control Corp.
               dated January 17, 1989)

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


10.3           Employees' Incentive Stock Option Plan. (Incorporated herein by
               reference to Exhibit 10.4 to the Registration Statement on Form
               S-1 (File No. 33-26558 of Pollution Research and Control Corp.
               dated January 17, 1989)

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

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

10.6           Stock Option Agreement, dated May 28, 1991, between Pollution
               Research and Control Corp. and Lee Sion. (Incorporated herein by
               reference to Exhibit 10.14 to the Transition Report on Form 10-K
               for the transition period ended June 30, 1991)

10.7           Stock Option Agreement, dated May 28, 1991, between Pollution
               Research and Control Corp. and Albert E. Gosselin, Jr..
               (Incorporated herein by reference to Exhibit 10.15 to the
               Transition Report on Form 10-K for the transition period ended
               June 30, 1991)

                                      E-2

<PAGE>


10.8           Stock Option Agreement, dated May 28, 1991, between Pollution
               Research and Control Corp. and Gary Dudley. (Incorporated herein
               by reference to Exhibit 10.13 to the Transition Report on Form
               10-K for the transition period ended June 30, 1991)

10.9           Agreement, dated November 1, 1991, between Pollution Research and
               Control Corp. and KVB, Inc. (Incorporated herein by reference to
               Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal
               quarter ended September 30, 1991)

10.10          Purchase Agreement, dated as of December 2, 1991, between
               Pollution Research and Control Corp. and CSC Industries, Inc. and
               affiliated companies Pension Plans Trust. (Incorporated herein by
               reference to Exhibit 10.7 to the Amendment No. 1 to the
               Registration Statement on Form S-1 (File No. 33-43124) of
               Pollution Research and Control Corp. dated December 23, 1991.)

10.11          Warrant, dated as of December 2, 1991, issued to CSC Industries,
               Inc. and affiliated companies Pension Plans Trust. (Incorporated
               herein by reference to Exhibit 10.8 to the Amendment No. 1 to the
               Registration Statement on Form S-1 (File No. 33-43124) of
               Pollution Research and Control Corp. dated December 23, 1991.)

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

10.13          Warrant, dated as of December 9, 1991, issued to Richard M.
               Molinsky. (Incorporated herein by reference to Exhibit 10.10 to
               the Amendment No. 1 to the Registration Statement on Form S-1
               (File No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.14          Purchase Agreement, dated as of December 11, 1991, between
               Pollution Research and Control Corp. and Global Environment Fund.
               (Incorporated herein by reference to Exhibit 10.11 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.15          Warrant, dated as of December 11, 1991, issued to Global
               Environment Fund. (Incorporated herein by reference to Exhibit
               10.7 to the Amendment No. 1 to the Registration Statement on Form
               S-1 (File No. 33-43124) of Pollution Research and Control Corp.
               dated December 23, 1991.)

                                       E-3

<PAGE>


10.16          Purchase Agreement, dated as of December 13, 1991, between
               Pollution Research and Control Corp. and Robert A. Tantleff.
               (Incorporated herein by reference to Exhibit 10.13 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.17          Warrant, dated as of December 2, 1991, issued to Robert A.
               Tantleff. (Incorporated herein by reference to Exhibit 10.14 to
               the Amendment No. 1 to the Registration Statement on form S-1
               (File No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)


10.18          Purchase Agreement, dated as of December 16, 1991, between
               Pollution Research and Control Corp. and Stanley Baker.
               (Incorporated herein by reference to Exhibit 10.15 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.19          Warrant, dated as of December 16, 1991, issued to Stanley Baker.
               (Incorporated herein by reference to Exhibit 10.15 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)


10.20          Purchase Agreement, dated as of December 16, 1991, between
               Pollution Research and Control Corp. and Bruce Lynch.
               (Incorporated herein by reference to Exhibit 10.17 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.21          Warrant, dated as of December 16, 1991, issued to Bruce Lynch.
               (Incorporated herein by reference to Exhibit 10.18 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.22          Purchase Agreement, dated as of December 16, 1991, between
               Pollution Research and Control Corp. and John Kilmartin
               (Incorporated herein by reference to Exhibit 10.19 to the
               Amendment No. 1 to the Registration Statement on Form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

                                      E-4

<PAGE>


10.23          Warrant, dated as of December 16, 1991, issued to John Kilmartin.
               (Incorporated herein by reference to Exhibit 10.20 to the
               Amendment No. 1 to the Registration Statement on form S-1 (File
               No. 33-43124) of Pollution Research and Control Corp. dated
               December 23, 1991.)

10.24          Consulting Agreement, dated January 3, 1992, between Pollution
               Research and Control Corp. and Total Software, Inc. (Incorporated
               herein by reference to Exhibit 10.24 to the Annual Report on Form
               10-K for the fiscal year ended December 31, 1992.

10.25          Option Agreement, dated January 3, 1992, between Pollution
               Research and Control Corp. and Total Software, Inc. (Incorporated
               herein by reference to Exhibit 10.25 to the Annual Report on Form
               10-K for the fiscal year ended December 31, 1992.)

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

10.27          Agreement, dated March 5, 1992, between Pollution Research and
               Control Corp. and Lee Sion. (Incorporated herein by reference to
               Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1991.)

10.28          Option Agreement, dated June 22, 1992, between Pollution Research
               and Control Corp. and Total Software, Inc. (Incorporated herein
               by reference to Exhibit 10.28 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1992.)

10.29          Option Agreement, dated June 22, 1992, between Pollution Research
               and Control Corp. and Total Software, Inc. (Incorporated herein
               by reference to Exhibit 10.29 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1992.)

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

10.31          Lease Agreement, dated January 6, 1994 , 1992, between Dasibi
               Environmental Group and the Prudential Insurance Company of
               America. (Incorporated herein by reference to Exhibit 10.31 to
               the Annual Report on Form 10KSB for the fiscal year ended
               December 31, 1994.)

                                       E-5

<PAGE>


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

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

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

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

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

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

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

                                      E-6

<PAGE>


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

10.40          Consent of Albert E. Gosselin dated June 7, 1994, in Case Number
               1.94CV0125, the Securities and Exchange Commission v. Pollution
               Research and Control Corp., Albert E. Gosselin and Cynthia
               Gosselin. (Incorporated herein by reference to Exhibit 10.40 to
               the Annual Report on form 10-KSB for the fiscal year ended
               December 31, 1994.)

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

10.42          Consent of Cynthia L Gosselin dated June 7, 1994, in Case Number
               1.94CV0125, the Securities and Exchange Commission v. Pollution
               Research and Control Corp., Albert E. Gosselin and Cynthia
               Gosselin. (Incorporated herein by reference to Exhibit 10.41 to
               the Annual Report on form 10-KSB for the fiscal year ended
               December 31, 1994.)

10.43          Warrant to purchase 40,000 shares of Common Stock of Pollution
               Research and Control Corp. dated January 22, 1990, issued to
               Marty Williams. (Incorporated herein by reference to Exhibit 4.9
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.44          Amendment toWarrant to purchase shares of Common Stock of
               Pollution Research and Control Corp. dated January 22, 1990,
               issued to Marty Williams. (Incorporated herein by reference to
               Exhibit 4.9 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of Pollution Research and Control
               Corp. dated June 7, 1995.)

                                      E-7

<PAGE>


10.45          Warrant to purchase 202,500 shares of Common Stock of Pollution
               Research and Control Corp. dated December 2, 1991, issued to CSC
               Industries, Inc. and affiliated companies. (Incorporated herein
               by reference to Exhibit 4.11 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated June 7, 1995.)

10.46          Amendment Warrant to purchase Common Stock of Pollution Research
               and Control Corp.of CSC Industries, Inc. and affiliated companies
               Pension Plans Trust, dated effective June 6, 1994.. (Incorporated
               herein by reference to Exhibit 4.12 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated June 7, 1995.)

10.47          Warrant to purchase 67,500 shares of Common Stock of Pollution
               Research and Control Corp. dated December 8, 1991, issued to
               Richard M. Molinsky. (Incorporated herein by reference to Exhibit
               4.13 to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.48          Amendment Warrant to purchase Common Stock of Pollution Research
               and Control Corp.of Richard M. Molinsky, dated effective June 6,
               1994.. (Incorporated herein by reference to Exhibit 4.14 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.49          Warrant to purchase 135,000 shares of Common Stock of Pollution
               Research and Control Corp. dated December 11, 1991, issued to
               Kingsley & Co. (formerly Global Environment Fund). (Incorporated
               herein by reference to Exhibit 4.15 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated June 7, 1995.)

10.50          Amendment Warrant to purchase Common Stock of Pollution Research
               and Control Corp.of Kingsley & Co. (formerly Global Environment
               Fund), dated effective June 6, 1994.. (Incorporated herein by
               reference to Exhibit 4.16 to the Registration Statement on Form
               S-3 (Registration No. 33-60035) of Pollution Research and Control
               Corp. dated June 7, 1995.)


10.51          Warrant to purchase 67,500 shares of Common Stock of Pollution
               Research and Control Corp. dated December 13, 1991, issued to A.
               Robert Tantleff.. (Incorporated herein by reference to Exhibit
               4.17 to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

                                      E-8

<PAGE>


10.52          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of A. Robert Tantleff, dated effective
               June 6, 1994. (Incorporated herein by reference to Exhibit 4.18
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.53          Warrant to purchase 101,250 shares of Common Stock of Pollution
               Research and Control Corp. dated December 16, 1991, issued to
               Stanley Becker. (Incorporated herein by reference to Exhibit 4.19
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.54          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Stanley Becker, dated effective June
               6, 1994. (Incorporated herein by reference to Exhibit 4.20 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.55          Warrant to purchase 27,000 shares of Common Stock of Pollution
               Research and Control Corp. dated December 16, 1991, issued to
               John Kilmartin. (Incorporated herein by reference to Exhibit 4.21
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.56          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of John Kilmartin, dated effective June
               6, 1994. (Incorporated herein by reference to Exhibit 4.22 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.57          Warrant to purchase 74,250 shares of Common Stock of Pollution
               Research and Control Corp. dated December 16, 1991, issued to
               Bruce Lynch. (Incorporated herein by reference to Exhibit 4.23 to
               the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.58          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Bruce Lynch, dated effective June 6,
               1994. (Incorporated herein by reference to Exhibit 4.24 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

                                      E-9
<PAGE>


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

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

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

10.62          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Kennedy Capital Management, dated
               effective June 6, 1994. (Incorporated herein by reference to
               Exhibit 4.28 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of Pollution Research and Control
               Corp. dated June 7, 1995.)

10.63          Pollution Research and Control Corp. Common Stock Purchase
               Warrant for the purchase of 60,000 shares of the Equity Group
               Inc. dated August 31, 1993. (Incorporated herein by reference to
               Exhibit 4.29 to the Registration Statement on form S-3
               (Registration No. 33-60035) of Pollution Research and Control
               Corp. dated June 7, 1995.)

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

10.65          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Stanley Becker, dated effective June
               6, 1994. (Incorporated herein by reference to Exhibit 4.31 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

                                      E-10

<PAGE>


10.66          Warrant to Purchase 5,500 Shares of Common Stock of Pollution
               Research and Control Corp. of Bruce Lynch dated November 8, 1993.
               (Incorporated herein by reference to Exhibit 4.32 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.67          Amendment to Warrant to Purchase Common Stock of Pollution
               Research and Control Corp. of Bruce Lynch, dated effective June
               6, 1994. (Incorporated herein by reference to Exhibit 4.33 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

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

10.69          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Robert Tantleff , dated effective
               June 6, 1994. (Incorporated herein by reference to Exhibit 4.35
               to the Registration Statement on Form S-3 (Registration No.
               33-60035) of Pollution Research and Control Corp. dated June 7,
               1995.)

10.70          Warrant to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Edward G. Lowell dated November 8,
               1995. (Incorporated herein by reference to Exhibit 4.36 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.71          Option to Purchase 25,500 Shares of Common Stock of Pollution
               Research and Control Corp. of Randy Foy dated July 4, 1994.
               (Incorporated herein by reference to Exhibit 4.37 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June 7, 1995.)

10.72          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Frost and Company P.S, dated
               effective February 9, 1992. (Incorporated herein by reference to
               Exhibit 4.38 to the Registration Statement on Form S-3
               (Registration No. 33-60035) of Pollution Research and Control
               Corp. dated June 7, 1995.)

                                      E-11

<PAGE>


10.73          Amendment to Warrant to purchase Common Stock of Pollution
               Research and Control Corp.of Kial, Ltd., dated effective January
               9, 1992. (Incorporated herein by reference to Exhibit 4.39 to the
               Registration Statement on Form S-3 (Registration No. 33-60035) of
               Pollution Research and Control Corp. dated June

10.74          Option to Purchase 40,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Albert E. Gosselin, Jr., dated as
               of June 29, 1995. (Incorporated herein by reference to Exhibit
               4.40 to the Post-Effective Amendment No. 1 to the Registration
               Statement on Form S-3 (Registration No. 33-60035) of Pollution
               Research and Control Corp. dated January 17, 1996.)

10.75          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Cindy Gosselin, dated as of June
               29, 1995. (Incorporated herein by reference to Exhibit 4.41 to
               the Post-Effective Amendment No. 1 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.76          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Barbara L. Gosselin, dated as of
               June 29, 1995. (Incorporated herein by reference to Exhibit 4.42
               to the Post-Effective Amendment No. 1 to the Registration
               Statement on Form S-3 (Registration No. 33-60035) of Pollution
               Research and Control Corp. dated January 17, 1996.)

10.77          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Gary Dudley, dated as of June 29,
               1995. (Incorporated herein by reference to Exhibit 4.43 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.78          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Marcia Smith, dated as of June 29,
               1995. (Incorporated herein by reference to Exhibit 4.44 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

                                      E-12

<PAGE>


10.79          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Craig E. Gosselin, dated as of June
               29, 1995. (Incorporated herein by reference to Exhibit 4.45 to
               the Post-Effective Amendment No. 1 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.80          Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Keith Gosselin, dated as of June
               29, 1995. (Incorporated herein by reference to Exhibit 4.46 to
               the Post-Effective Amendment No. 1 to the Registration Statement
               on Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.81          Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Mike Chu, dated as of June 29,
               1995. (Incorporated herein by reference to Exhibit 4.47 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.82          Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Kimberly Chu, dated as of June 29,
               1995. (Incorporated herein by reference to Exhibit 4.48 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.83          Option to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. of Tolly Smith, dated as of June 29,
               1995. (Incorporated herein by reference to Exhibit 4.49 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.84          Option to Purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. of , dated as of June 29, 1995.
               (Incorporated herein by reference to Exhibit 4.50 to the
               Post-Effective Amendment No. 1 to the Registration Statement on
               Form S-3 (Registration No. 33-60035) of Pollution Research and
               Control Corp. dated January 17, 1996.)

10.85          Option to Purchase 200,000 Shares of Common Stock of Pollution
               Research and Control Corp. of J. Paul Consulting Group , dated as
               of July 18, 1995 (Incorporated herein by reference to Exhibit
               4.51 to the Post-Effective Amendment No. 1 to the Registration
               Statement on Form S-3 (Registration No. 33-60035) of Pollution
               Research and Control Corp. dated January 17, 1996.)

                                      E-13

<PAGE>


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

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

10.88          Guarantee dated effective June 11, 1996, by Logan Medical
               Devices, Inc. in favor of Namulas Pension Trustees Limited.
               (Incorporated herein by reference to Exhibit 10.87 to the Annual
               Report on Form 10K for the fiscal year ended December 31, 1996.)

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

10.90          Nine Per Cent Debenture due June 28, 2006, in the face amount of
               $285,714.29 bearing interest quarterly commencing June 30, 1998.
               (Incorporated herein by reference to Exhibit 10.90 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1996.)

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

10.92          Consulting Agreement dated as of May 30, 1996, between Pollution
               Research and Control Corp. and Liviakis Financial Communications,
               Inc. (Incorporated herein by reference to Exhibit 4.12 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               Pollution Research and Control Corp. dated October 15, 1996.)

                                      E-14

<PAGE>


10.93          Non-Qualified Stock Option Agreement dated as of May 30, 1996,
               between Pollution Research and Control Corp. and Liviakis
               Financial Communications, Inc. (Incorporated herein by reference
               to Exhibit 4.13 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

10.94          Non-Qualified Stock Option Agreement dated as of May 30, 1996,
               between Pollution Research and Control Corp. and Robert B. Prag..
               (Incorporated herein by reference to Exhibit 4.14 to the
               Registration Statement on Form S-3 (Registration No. 33-14133) of
               Pollution Research and Control Corp. dated October 15, 1996.)

10.95          Amendment to Non-Qualified Stock Option Agreement dated July 31,
               1996, between Pollution Research and Control Corp. and Liviakis
               Financial Communications, Inc. (Incorporated herein by reference
               to Exhibit 4.15 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

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

10.97          Amendment to Consulting Agreement dated as of May 30, 1996,
               between Pollution Research and Control Corp. and Liviakis
               Financial Communications, Inc. dated July 31, 1996 (Incorporated
               herein by reference to Exhibit 4.17 to the Registration Statement
               on Form S-3 (Registration No. 33-14133) of Pollution Research and
               Control Corp. dated October 15, 1996.)

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

                                      E-15

<PAGE>


10.99          Option to Purchase 55,000Shares of Common Stock of Pollution
               Research and Control Corp. issued to Aubrey Hornsby. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Aubreu Hornsby. (Incorporated herein by
               reference to Exhibit 10.99 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.100         Option to Purchase 40,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Ernestine Taylor. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Ernestine Taylor. (Incorporated herein by
               reference to Exhibit 10.100 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.101         Option to Purchase 30,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Debbie Kendrick. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Debbie Kendrick. (Incorporated herein by
               reference to Exhibit 10.101 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.102         Option to Purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Roland Fink. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Roland Fink. (Incorporated herein by
               reference to Exhibit 10.102 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)


10.103         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Charles Conner. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Charles Conner. (Incorporated herein by
               reference to Exhibit 10.103 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

 10.104        Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Patricia Cudd. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Patricia Cudd. (Incorporated herein by
               reference to Exhibit 10.104 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

                                      E-16

<PAGE>


10.105         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Jeffrey Harkey. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Jeffrey Harkey. (Incorporated herein by
               reference to Exhibit 10.105 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.106         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to James Bowers. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and James Bowers. (Incorporated herein by
               reference to Exhibit 10.106 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.107         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Michael Jones. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Michael Jones . (Incorporated herein by
               reference to Exhibit 10.107 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

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

10.109         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Daniel Patanjo. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Daniel Patanjo. (Incorporated herein by
               reference to Exhibit 10.109 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.110         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Karen Perry. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Karen Perry. (Incorporated herein by
               reference to Exhibit 10.110 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

                                      E-17

<PAGE>


10.111         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Ricky Sonnier. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Ricky Sonnier. (Incorporated herein by
               reference to Exhibit 10.111 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.112         Option to Purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Victor Valerio. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Victor Valerio. (Incorporated herein by
               reference to Exhibit 10.112 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.113         Option to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Spencer Abrams. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Spencer Abrams. (Incorporated herein by
               reference to Exhibit 10.113 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.114         Option to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Dan Busby. Option Agreement,
               dated as of May 31, 1996 between Pollution Research and Control
               Corp. and Dan Busby. (Incorporated herein by reference to Exhibit
               10.114 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.)

10.115         Option to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Frank Getautas. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Frank Getautas. (Incorporated herein by
               reference to Exhibit 10.115 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.116         Option to Purchase 5,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Mitzi Narramore. Option
               Agreement, dated as of May 31, 1996 between Pollution Research
               and Control Corp. and Mitzi Narramore. (Incorporated herein by
               reference to Exhibit 10.116 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

                                      E-18

<PAGE>


10.117         Option to Purchase 300,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Ron Logan-Sinclair. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Ron Logan-Sinclair. (Incorporated herein by
               reference to Exhibit 10.117 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.118         Option to Purchase 123,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Albert E. Gosselin. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Albert E. Gosselin. (Incorporated herein by
               reference to Exhibit 10.118 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

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

10.120         Option to Purchase 40,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Gary L. Dudley. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Gary L. Dudley. (Incorporated herein by
               reference to Exhibit 4.20 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

10.121         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Gary L. Dudley. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Gary L. Dudley. (Incorporated herein by
               reference to Exhibit 10.121 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.122         Option to Purchase 40,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Craig E. Gosselin. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Craig E. Gosselin. (Incorporated herein by
               reference to Exhibit 4.21 to the Registration Statement on Form
               S-3 (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

                                      E-19

<PAGE>


10.123         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Craig E. Gosselin. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Craig E. Gosselin. (Incorporated herein by
               reference to Exhibit 10.123 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.124         Option to Purchase 40,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Cynthia L. Gosselin. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Cynthia L. Gosselin. (Incorporated herein
               by reference to Exhibit 4.22 to the Registration Statement on
               Form S-3 (Registration No. 33-14133) of Pollution Research and
               Control Corp. dated October 15, 1996.)

10.125         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Cynthia L. Gosselin. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Cynthia L. Gosselin. (Incorporated herein
               by reference to Exhibit 10.125 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1996.)

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

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

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

                                      E-20

<PAGE>


10.129         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Margaret Jones. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Margaret Jones. (Incorporated herein by
               reference to Exhibit 10.129 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.130         Option to Purchase 37,500 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Lee Sion. Option Agreement,
               dated as of June 1, 1996 between Pollution Research and Control
               Corp. and Lee Sion. (Incorporated herein by reference to Exhibit
               10.130 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.)

10.131         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Patricia Cudd. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Patricia Cudd. (Incorporated herein by
               reference to Exhibit 10.131 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.132         Option to Purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Roland Fink. Option
               Agreement, dated as of June 1, 1996 between Pollution Research
               and Control Corp. and Roland Fink. (Incorporated herein by
               reference to Exhibit 10.132 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

10.133         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and John Ann Hotchkiss; Warrant to
               Purchase 291,667 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to John Ann Hotchkiss.
               (Incorporated herein by reference to Exhibits 4.25 and 4.26 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

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

                                      E-21

<PAGE>


               (Incorporated herein by reference to Exhibits 4.27 and 4.28 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.135         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Irawan Onggara; Warrant to
               Purchase 166,667 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to Irawan Onggara.
               (Incorporated herein by reference to Exhibits 4.29. and 4.30 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.136         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and John M. Liviakis; Warrant to
               Purchase 66,667 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to John M. Liviakis.
               (Incorporated herein by reference to Exhibits 4.31 and 4.32 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.137         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Robert S. London; Warrant to
               Purchase 66,667Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to Robert S. London.
               (Incorporated herein by reference to Exhibits 4.33 and 4.34 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

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

10.139         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Shawn Cady; Warrant to Purchase
               41,667 Shares of Common Stock of Pollution Research and Control
               Corp. dated June 15, 1996, issued to Shawn Cady. (Incorporated
               herein by reference to Exhibits 4.37 and 4.38 to the Registration
               Statement on Form S-3 (Registration No. 33-14133) of Pollution
               Research and Control Corp. dated October 15, 1996.)

                                      E-22

<PAGE>


10.140         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Donald Carstens; Warrant to
               Purchase 41,667 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to Donald Carstens.
               (Incorporated herein by reference to Exhibits 4.39 and 4.40 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.141         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Ling Nen Chuan; Warrant to
               Purchase 41,667 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to Ling Nen Chuan.
               (Incorporated herein by reference to Exhibits 4.41 and 4.42 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.142         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Sanibel Capital Corporation;
               Warrant to Purchase 41,667 Shares of Common Stock of Pollution
               Research and Control Corp. dated June 15, 1996, issued to Sanibel
               Capital Corporation. (Incorporated herein by reference to
               Exhibits 4.43 and 4.44 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

10.143         Purchase Agreement, dated as of June 14, 1996, between Pollution
               Research and Control Corp. and Donna Sizemore; Warrant to
               Purchase 8,333 Shares of Common Stock of Pollution Research and
               Control Corp. dated June 15, 1996, issued to Donna Sizemore.
               (Incorporated herein by reference to Exhibits 4.45 and 4.46 to
               the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               15, 1996.)

10.144         Option to Purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Randy Foy; Option Agreement,
               dated as of July 1, 1996, between Pollution Research and Control
               Corp. and Randy Foy. (Incorporated herein by reference to Exhibit
               4.47 to the Registration Statement on Form S-3 (Registration No.
               33-14133) of Pollution Research and Control Corp. dated October
               16, 1996.)

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

                                      E-23

<PAGE>



               and Control Corp. and Paul Richardson. (Incorporated herein by
               reference to Exhibit 10.145 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.

10.146         Purchase Agreement, dated as of September 20, 1996, between
               Pollution Research and Control Corp. and Neil C. Sullivan;
               Warrant to Purchase 300,000 Shares of Common Stock of Pollution
               Research and Control Corp. dated September 20, 1996, issued to
               Neil C. Sullivan. (Incorporated herein by reference to Exhibits
               4.48 and 4.49 to the Registration Statement on Form S-3
               (Registration No. 33-14133) of Pollution Research and Control
               Corp. dated October 15, 1996.)

10.147         Consulting Agreement dated November 19, 1996 between Pollution
               Research and Control Corp. and Fenway Advisory Group.
               (Incorporated herein by reference to Exhibit 10.147 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1996.)

10.148         Option to Purchase 400,000 Shares of Pollution Research and
               Control Corp. issued to Fenway Advisory Group; Option Agreement
               dated as of November 22, 1996 between Pollution Research and
               Control Corp. and Fenway Advisory Group. (Incorporated herein by
               reference to Exhibit 10.148 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996.)

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

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

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

                                      E-24

<PAGE>


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

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

10.154         Purchase Agreement dated May 8, 1998 between Pollution Research
               and Control Corp. and Albert E. Gosselin, Jr. to purchase 400,000
               Shares of Preferred Convertible Stock. (Incorporated herein by
               reference to Exhibit 10.154 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.)

10.155         Purchase Agreement dated May 8, 1998 between Pollution Research
               and Control Corp. and Patricia Cudd to purchase 400,000 Shares of
               Preferred Convertible Stock. (Incorporated herein by reference to
               Exhibit 10.155 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998.)

10.156         Purchase Agreement dated May 8, 1998 between Pollution Research
               and Control Corp. and Gary L. Dudley to purchase 80,000 Shares of
               Preferred Convertible Stock. (Incorporated herein by reference to
               Exhibit 10.156 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998.)

10.157         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and William T. Richey to purchase 20,000 Shares
               of Common Stock (Incorporated herein by reference to Exhibit
               10.157 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998.)

               10.158 Purchase Agreement dated June 19, 1998 between Pollution
               Research and Control Corp. and Ronald E. Patterson to purchase
               23,190 Shares of Common Stock (Incorporated herein by reference
               to Exhibit 10.158 to the Annual Report on Form 10-K for the
               fiscal year ended December 31, 1998.)

10.159         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and Ronald E. Patterson to purchase 68,810
               Shares of Common Stock (Incorporated herein by reference to
               Exhibit 10.159 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1998.)

                                      E-25

<PAGE>


10.160         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and Mayer Zarchi to purchase 20,000 Shares of
               Common Stock (Incorporated herein by reference to Exhibit 10.160
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998.)

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

10.162         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and Frank T. Anaya to purchase 9,174 Shares of
               Common Stock (Incorporated herein by reference to Exhibit 10.162
               to the Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998.)

10.163         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and Donald A. Carstens to purchase 9,082 Shares
               of Common Stock (Incorporated herein by reference to Exhibit
               10.163 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998.)

10.164         Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp. and Alan L. Talesnick to purchase 18,000 Shares
               of Common Stock (Incorporated herein by reference to Exhibit
               10.164 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998.)

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



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

                                      E-26

<PAGE>


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

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

10.169         Promissory Note dated as of January 27, 1999 between Pollution
               Research and Control Corp. and Mark S. Rose.(Incorporated herein
               by reference to Exhibit 10.169 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1998.)

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

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

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

10.173         Purchase Agreement to purchase 25,000 units consisting of 25,000
               Shares of Common Stock and 25,000 Warrants to purchase Common
               Stock dated as of February 25, 1999 between Pollution Research
               and Control Corp. and William T. Richey.(Incorporated herein by
               reference to Exhibit 10.173 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.)


                                  E-27
<PAGE>


10.174         Purchase Agreement to purchase 133,333 units consisting of
               133,333 Shares of Common Stock and 133,333 Warrants to purchase
               Common Stock dated as of February 25, 1999 between Pollution
               Research and Control Corp. and Ronald E. Patterson .(Incorporated
               herein by reference to Exhibit 10.174 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998.)

10.175         Purchase Agreement to purchase 66,666 units consisting of 66,666
               Shares of Common Stock and 66,666 Warrants to purchase Common
               Stock dated as of February 25, 1999 between Pollution Research
               and Control Corp. and Phillip Huss. (Incorporated herein by
               reference to Exhibit 10.175 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.)

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

10.177         Purchase Agreement to purchase 14,000 units consisting of 14,000
               Shares of Common Stock and 14,000 Warrants to purchase Common
               Stock dated as of February 25, 1999 between Pollution Research
               and Control Corp. and Alan L. Talesnick. (Incorporated herein by
               reference to Exhibit 10.177 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.)

10.178         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 33,333 units consisting of 33,333 shares of
               Common Stock and 33,333 warrants to purchase Common Stock, dated
               as of February 25, 1999, between Pollution Research and Control
               Corp. and Maria Molinsky. (Incorporated herein by reference to
               Exhibit 4.11 to the Registration Statement on Form S-1, File
               #333-87965 of Pollution Research and Control Corp. dated
               September 28, 1999.)


10.179         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 9,333 units consisting of 9,333 shares of
               Common Stock and 9,333 warrants to purchase Common Stock, dated
               as of February 25, 1999, between Pollution Research and Control
               Corp. and Jennifer S. Jauregui. (Incorporated herein by reference
               to Exhibit 4.14 to the Registration Statement on Form S-1, File
               #333-87965 of Pollution Research and Control Corp. dated
               September 28, 1999.)

                                      E-28

<PAGE>


10.180         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 6,666 units consisting of 6,666 shares of
               Common Stock and 6,666 warrants to purchase Common Stock, dated
               as of February 25, 1999, between Pollution Research and Control
               Corp. and Cynthia L. Gosselin. (Incorporated herein by reference
               to Exhibit 4.15 to the Registration Statement on Form S-1, File
               #333-87965 of Pollution Research and Control Corp. dated
               September 28, 1999.)

10.181         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 133,333 units consisting of 133,333 shares
               of Common Stock and 133,333 warrants to purchase Common Stock,
               dated as of May 19, 1999, between Pollution Research and Control
               Corp. and The Investor Resource Services, Inc. (Incorporated
               herein by reference to Exhibit 4.16 to the Registration Statement
               on Form S-1, File #333-87965 of Pollution Research and Control
               Corp. dated September 28, 1999.)

10.182         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 66,667 units consisting of 66,667 shares of
               Common Stock and 66.667 warrants to purchase Common Stock, dated
               as of May 19, 1999, between Pollution Research and Control Corp.
               and Trautman Wasserman & Company, Inc. (Incorporated herein by
               reference to Exhibit 4.17 to the Registration Statement on Form
               S-1, File #333-87965 of Pollution Research and Control Corp.
               dated September 28, 1999.)

10.183         18% Subordinated Convertible Debenture Due December 1, 1999,
               between Pollution Research and Control Corp. and The Venezuela
               Recovery Fund, N.V. (Incorporated herein by reference to Exhibit
               4.18 to the Registration Statement on Form S-1, File #333-87965
               of Pollution Research and Control Corp. dated September 28,
               1999.)

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

10.185         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 100,000 Shares of Common Stock dated May
               27, 1999, between Pollution Research and Control Corp. and

                                      E-29

<PAGE>


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

10.186         Investment Letter and Memorandum of Subscription/Purchase
               Agreement to purchase 80,000 Shares of Common Stock dated July
               16, 1999, between Pollution Research and Control Corp. and Ronald
               E. Patterson. (Incorporated herein by reference to Exhibit 4.21
               to the Registration Statement on Form S-1, File #333-87965 of
               Pollution Research and Control Corp. dated September 28, 1999.)

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

10.188         Lock-up Agreement, dated August 12, 1999, between Pollution
               Research and Control Corp. and Mr. Albert E. Gosselin, Jr.
               (Incorporated herein by reference to Exhibit 4.23 to the
               Registration Statement on Form S-1, File #333-87965 of Pollution
               Research and Control Corp. dated September 28, 1999.)

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

10.190         Escrow Agreement dated August 12, 1999, among Pollution Research
               and Control Corp., Fidelity Funding, Inc., and American Escrow
               Company. (Incorporated herein by reference to Exhibit 4.25 to the
               Registration Statement on Form S-1, File #333-87965 of Pollution
               Research and Control Corp. dated September 28, 1999.)

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

                                      E-30

<PAGE>


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

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

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

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

10.196         Warrant to purchase 75,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to IIG Capital LLC; Warrant
               Agreement dated as of June 1, 1999 between Pollution Research and
               Control Corp. and IIG Capital LLC. (Incorporated herein by
               reference to Exhibit 10.196 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.197         Warrant to purchase 30,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Astor Capital; Warrant
               Agreement dated as of June 1, 1999 between Pollution Research and
               Control Corp. and Astor Capital. (Incorporated herein by
               reference to Exhibit 10.197 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.198         Warrant to purchase 23,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Spiga Limited; Warrant
               Agreement dated as of September 1, 1999 between Pollution

                                      E-31

<PAGE>


               Research and Control Corp. and Spiga Limited. (Incorporated
               herein by reference to Exhibit 10.198 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.)

10.199         Warrant to purchase 18,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Astor Capital; Warrant
               Agreement dated as of September 1, 1999 between Pollution
               Research and Control Corp. and Spiga Limited. (Incorporated
               herein by reference to Exhibit 10.199 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.)

10.200         Warrant to purchase 22,500 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Spiga Limited; Warrant
               Agreement dated as of September 1, 1999 between Pollution
               Research and Control Corp. and Spiga Limited. (Incorporated
               herein by reference to Exhibit 10.200 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.)

10.201         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to IIG Capital LLC; Warrant
               Agreement dated as of December 1, 1999 between Pollution Research
               and Control Corp. and IIG Capital LLC. (Incorporated herein by
               reference to Exhibit 10.201 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.202         Warrant to purchase 20,475 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Phillip T. Huss; Warrant
               Agreement dated as of July 16, 1999 between Pollution Research
               and Control Corp. and Phillip T. Huss. (Incorporated herein by
               reference to Exhibit 10.202 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.203         Warrant to purchase 54,525 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Ronald E. Patterson; Warrant
               Agreement dated as of July 16, 1999 between Pollution Research
               and Control Corp. and Ronald E. Patterson. (Incorporated herein
               by reference to Exhibit 10.203 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999.)

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

                                      E-32

<PAGE>


               and Control Corp. and Ronald E. Patterson. (Incorporated herein
               by reference to Exhibit 10.204 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999.)

10.205         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Maria Molinsky; Warrant
               Agreement dated as of September 13, 1999 between Pollution
               Research and Control Corp. and Maria Molinsky. (Incorporated
               herein by reference to Exhibit 10.205 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.)

10.206         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Lee Sion; Warrant Agreement
               dated as of September 13, 1999 between Pollution Research and
               Control Corp. and Lee Sion. (Incorporated herein by reference to
               Exhibit 10.206 to the Annual Report on Form 10-K for the fiscal
               year ended December 31, 1999.)

10.207         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Steven Sion; Warrant
               Agreement dated as of September 13, 1999 between Pollution
               Research and Control Corp. and Steven Sion. (Incorporated herein
               by reference to Exhibit 10.207 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999.)

10.208         Registration Rights Agreement, dated June 1, 1999, between
               Pollution Research and Control Corp. and Venezuela Recovery Fund.
               (Incorporated herein by reference to Exhibit 10.208 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999.)

10.209         Registration Rights Agreement, dated September 1, 1999, between
               Pollution Research and Control Corp. and Spiga Limited.
               (Incorporated herein by reference to Exhibit 10.209 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999.)

10.210         12% Subordinated Convertible Debenture due February 23, 2001,
               dated February 16, 2000, between Pollution Research and Control
               Corp. and Britannica Associates Limited (Incorporated herein by
               reference to Exhibit 4.1 of the Post-Effective Amendment No. 1 to
               Form S-3 Registration Statement #333-87965.)

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

                                      E-33

<PAGE>


               Pollution Research and Control Corp. and Britannica Associates
               Limited. (Incorporated herein by reference to Exhibit 10.211 to
               the Annual Report on Form 10-K for the fiscal year ended December
               31, 1999.)

10.212         Warrant to purchase 100,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Britannica Associates
               Limited; Warrant Agreement dated as of February 23, 2000 between
               Pollution Research and Control Corp. and Britannica Associates
               Limited. (Incorporated herein by reference to Exhibit 10.212 to
               the Annual Report on Form 10-K for the fiscal year ended December
               31, 1999.)

10.213         Warrant to purchase 20,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Astor Capital; Warrant
               Agreement dated as of February 23, 2000 between Pollution
               Research and Control Corp. and Astor Capital. (Incorporated
               herein by reference to Exhibit 10.213 to the Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.)

10.214         Registration Rights Agreement, dated February 23, 2000, between
               Pollution Research and Control Corp. and Britannica Associates.
               (Incorporated herein by reference to Exhibit 10.214 to the Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999.)

10.215         Promissory Note due March 21, 2000 dated as of January 21, 2000
               between Pollution Research and Control Corp. and Britannica
               Associates, Ltd. (Incorporated herein by reference to Exhibit
               10.215 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999.)

10.216         Amendment to Compromise and Settlement Agreement between Fidelity
               Funding, Inc. and Pollution Research and Control Corp. dated
               March 24, 2000. (Incorporated herein by reference to Exhibit
               10.216 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999.)

10.217         Warrant to purchase 87,141 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Phillip T. Huss; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Phillip T. Huss. (Incorporated herein by
               reference to Exhibit 10.217 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

                                      E-34

<PAGE>


10.218         Warrant to purchase 187,858 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Ronald E. Patterson; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Ronald E. Patterson. (Incorporated herein
               by reference to Exhibit 10.218 to the Annual Report on Form 10-K
               for the fiscal year ended December 31, 1999.)

10.219         Warrant to purchase 46,875 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Lee Sion; Warrant Agreement
               dated as of March 31, 2000 between Pollution Research and Control
               Corp. and Lee Sion. (Incorporated herein by reference to Exhibit
               10.219 to the Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999.)

10.220         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Steven Sion; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Steven Sion. (Incorporated herein by
               reference to Exhibit 10.220 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.221         Warrant to purchase 10,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Patricia Cudd; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Patricia Cudd. (Incorporated herein by
               reference to Exhibit 10.221 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.222         Warrant to purchase 14,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Alan Talesnick; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Alan Talesnick.(Incorporated herein by
               reference to Exhibit 10.222 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.223         Warrant to purchase 25,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to William Richey; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and William Richey. (Incorporated herein by
               reference to Exhibit 10.223 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

                                      E-35

<PAGE>


10.224         Warrant to purchase 33,333 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Maria Molinsky; Warrant
               Agreement dated as of March 31, 2000 between Pollution Research
               and Control Corp. and Phillip T. Huss. (Incorporated herein by
               reference to Exhibit 10.224 to the Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999.)

10.225         Option to Purchase 24,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Mark Rose; Option Agreement,
               dated as of May 27, 2000, between Pollution Research and Control
               Corp. and Mark Rose. (Incorporated herein by reference to Exhibit
               4.39 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of Pollution Research and Control Corp. dated November
               9, 2000.)

10.226         Option to Purchase 8,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Clare F. Rose; Option
               Agreement, dated as of May 27, 2000, between Pollution Research
               and Control Corp. and Clare F. Rose. (Incorporated herein by
               reference to Exhibit 4.40 to the Registration Statement on Form
               S-3 (Registration No. 333-48554) of Pollution Research and
               Control Corp. dated November 9, 2000.)

10.227         Warrant to purchase 100,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Astor Capital; Warrant
               Agreement dated as of June 6, 2000 between Pollution Research and
               Control Corp. and Astor Capital. (Incorporated herein by
               reference to Exhibit 4.41 to the Registration Statement on Form
               S-3 (Registration No. 333-48554) of Pollution Research and
               Control Corp. dated November 9, 2000.)

10.228         Option to Purchase 15,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Delta Capital Partners;
               Option Agreement, dated as of June 7, 2000, between Pollution
               Research and Control Corp. and Delta Capital Partners.
               (Incorporated herein by reference to Exhibit 4.42 to the
               Registration Statement on Form S-3 (Registration No. 333-48554)
               of Pollution Research and Control Corp. dated November 9, 2000.)

10.229         Option to Purchase 8,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Sean Rose; Option Agreement,
               dated as of June 17, 2000, between Pollution Research and Control
               Corp. and Sean Rose. (Incorporated herein by reference to Exhibit
               4.43 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of Pollution Research and Control Corp. dated November
               9, 2000.)

                                      E-36

<PAGE>


10.230         Option to Purchase 8,000 Shares of Common Stock of Pollution
               Research and Control Corp. issued to Sean Rose; Option Agreement,
               dated as of June 24, 2000, between Pollution Research and Control
               Corp. and Sean Rose. (Incorporated herein by reference to Exhibit
               4.44 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of Pollution Research and Control Corp. dated November
               9, 2000.)

10.231         Warrant to Purchase 250,000 Shares of Common Stock of Pollution
               Research and Control Corp. from October 20,2000. Void after 5:00
               P.M. Los Angeles Time, on October 20, 2003, issued to East West
               Network Group Co. (Incorporated herein by reference to Exhibit
               4.45 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of Pollution Research and Control Corp. dated November
               9, 2000.)

10.232         Investor Relations Agreement Made by and between Pollution
               Research and Control Corp. and East West Network Group dated
               October 20, 2000. (Incorporated herein by reference to Exhibit
               4.46 to the Registration Statement on Form S-3 (Registration No.
               333-48554) of Pollution Research and Control Corp. dated November
               9, 2000.)

10.233         Stock Purchase Warrant to Purchase 60,000 Shares of Common Stock
               of Pollution Research and Control Corp., issued to IIG Equities
               Opportunities Fund Ltd. (Incorporated herein by reference to
               Exhibit 4.47 to the Registration Statement on Form S-3
               (Registration No. 333-55276) dated February 2, 2001.)

10.234         Option to Purchase 100,000 Shares of Common Stock of Pollution
               Research and Control Corp. from December 22, 2000. Void after
               5:00 P.M. Los Angeles Time, on December 21, 2003, issued to
               Steven Sion. (Incorporated herein by reference to Exhibit 4.48 to
               the Registration Statement on Form S-3 (Registration No.
               333-55276) dated February 2, 2001.)

10.235         Consulting Agreement dated January 4, 2001, between Pollution
               Research and Control Corp. and Silverline Partners, Inc.
               (Incorporated herein by reference to Exhibit 4.49 to the
               Registration Statement on Form S-3 (Registration No. 333-55276)
               dated February 2, 2001.)

                                      E-37

<PAGE>


10.236         $500,000 Face Amount 12% Subordinated Convertible Debenture due
               February 22, 2001, granted to Brittanica Associates Limited.
               (Incorporated herein by reference to Exhibit 4.50 to the
               Registration Statement on Form S-3 (Registration No. 333-55276)
               dated February 2, 2001.)

10.237*        Promissory Note between Pollution Research and Control Corp. and
               Delta Capital dated June 7, 2000.

10.238*        Employees Stock Option Plan dated June 29, 2000.

10.239*        Stock Purchase Warrant to Purchase 21,900 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Astor Capital;
               Stock Purchase Warrant dated as of June 17, 2000 between
               Pollution Research and Control Corp. and Astor Capital.

10.240*        Stock Purchase Warrant to Purchase 6,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Chris Briggs;
               Stock Purchase Warrant dated as of June 17, 2000 between
               Pollution Research and Control Corp. and Chris Briggs.

10.241*        Stock Purchase Warrant to Purchase 15,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Joseph
               Chazanow; Stock Purchase Warrant dated as of June 17, 2000
               between Pollution Research and Control Corp. and Christopher
               Chazanow

10.242*        Stock Purchase Warrant to Purchase 4,500 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Christopher
               Mehringer; Stock Purchase Warrant dated as of June 17, 2000
               between Pollution Research and Control Corp. and Christopher
               Mehringer.

10.243*        Stock Purchase Warrant to Purchase 1,500 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Cristobal
               Garcia; Stock Purchase Warrant dated as of June 17, 2000 between
               Pollution Research and Control Corp. and Cristobal Garcia.

10.244*        Stock Purchase Warrant to Purchase 9,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to George T.
               Heisel, Jr; Stock Purchase Warrant dated as of June 17, 2000
               between Pollution Research and Control Corp. and George T.
               Heisel, Jr.

                                      E-38

<PAGE>


10.245*        Stock Purchase Warrant to Purchase 6,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to JRT Holdings;
               Stock Purchase Warrant dated as of June 17, 2000 between
               Pollution Research and Control Corp. and JRT Holdings.

10.246*        Stock Purchase Warrant to Purchase 7,500 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Robert Del
               Guercio; Stock Purchase Warrant dated as of June 17, 2000 between
               Pollution Research and Control Corp. and Robert Del Guercio.

10.247*        Stock Option Agreement to Purchase 4,480 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Imelda Facundo
               dated as of June 29, 2000.

10.248*        Promissory Note dated June 29, 2000 from Imelda Facundo to
               Pollution Research and Control Corp.

10.249*        Stock Pledge Agreement dated June 29, 2000 between Imelda Facundo
               and Pollution Research and Control Corp.

10.250*        Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Luz Rendon
               dated as of June 29, 2000.

10.251*        Promissory Note dated June 29, 2000 from Luz Rendon to Pollution
               Research and Control Corp.

10.252*        Stock Pledge Agreement dated June 29, 2000 between Luz Rendon and
               Pollution Research and Control Corp.

10.253*        Stock Option Agreement to Purchase 22,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Roger Jordan
               dated as of June 29, 2000.

10.254*        Promissory Note dated June 29, 2000 from Roger Jordan to
               Pollution Research and Control Corp.

10.255*        Stock Pledge Agreement dated June 29, 2000 between Roger Jordan
               and Pollution Research and Control Corp.

10.256*        Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Carlos Pineda
               dated as of June 29, 2000.

                                      E-39

<PAGE>


10.257*        Promissory Note dated June 29, 2000 from Carlos Pineda to
               Pollution Research and Control Corp.

10.258*        Stock Pledge Agreement dated June 29, 2000 between Carlos Pineda
               and Pollution Research and Control Corp.

10.259*        Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Ilija Sakota
               dated as of June 29, 2000.

10.260*        Promissory Note dated June 29, 2000 from Ilija Sakota to
               Pollution Research and Control Corp.

10.261*        Stock Pledge Agreement dated June 29, 2000 between Ilija Sakota
               and Pollution Research and Control Corp.

10.262*        Stock Option Agreement to Purchase 7,347 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Robert Basa
               dated as of June 29, 2000.

10.263*        Promissory Note dated June 29, 2000 from Robert Basa to Pollution
               Research and Control Corp.

10.264*        Stock Pledge Agreement dated June 29, 2000 between Robert Basa
               and Pollution Research and Control Corp.

10.265*        Stock Option Agreement to Purchase 10,142 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Jennifer
               Jauregui dated as of June 29, 2000.

10.266*        Promissory Note dated June 29, 2000 from Jennifer Jauregui to
               Pollution Research and Control Corp.

10.267*        Stock Pledge Agreement dated June 29, 2000 between Jennifer
               Jauregui and Pollution Research and Control Corp.

10.268*        Stock Option Agreement to Purchase 5,600 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Aramis
               Markarovanes dated as of June 29, 2000.

10.269*        Promissory Note dated June 29, 2000 from Aramis Markarovanes to
               Pollution Research and Control Corp.

                                      E-40

<PAGE>


10.270*        Stock Pledge Agreement dated June 29, 2000 between Aramis
               Markarovanes and Pollution Research and Control Corp.

10.271*        Stock Option Agreement to Purchase 9,000 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Minda Basa
               dated as of June 29, 2000.

10.272*        Promissory Note dated June 29, 2000 from Minda Basa to Pollution
               Research and Control Corp.

10.273*        Stock Pledge Agreement dated June 29, 2000 between Minda Basa and
               Pollution Research and Control Corp.

10.274*        Stock Option Agreement to Purchase 32,144 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Vincente Tio
               dated as of June 29, 2000.

10.275*        Promissory Note dated June 29, 2000 from Vincente Tio to
               Pollution Research and Control Corp.

10.276*        Stock Pledge Agreement dated June 29, 2000 between Vincente Tio
               and Pollution Research and Control Corp.

10.277*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Ken Luong dated
               as of June 29, 2000.

10.278*        Promissory Note dated June 29, 2000 from Ken Luong to Pollution
               Research and Control Corp.

10.279*        Stock Pledge Agreement dated June 29, 2000 between Ken Luong and
               Pollution Research and Control Corp.

10.280*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Eliud Martinez
               dated as of June 29, 2000.

10.281*        Promissory Note dated June 29, 2000 from Eliud Martinez to
               Pollution Research and Control Corp.

10.282*        Stock Pledge Agreement dated June 29, 2000 between Eliud Martinez
               and Pollution Research and Control Corp.

                                      E-41

<PAGE>


10.283*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Joe Martin
               dated as of June 29, 2000.

10.284*        Promissory Note dated June 29, 2000 from Joe Martin to Pollution
               Research and Control Corp.

10.285*        Stock Pledge Agreement dated June 29, 2000 between Joe Martin and
               Pollution Research and Control Corp.

10.286*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Thuan Chau
               dated as of June 29, 2000.

10.287*        Promissory Note dated June 29, 2000 from Thuan Chau to Pollution
               Research and Control Corp.

10.288*        Stock Pledge Agreement dated June 29, 2000 between Thuan Chau and
               Pollution Research and Control Corp.

10.289*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Joey Baris
               dated as of June 29, 2000.

10.290*        Promissory Note dated June 29, 2000 from Joey Baris to Pollution
               Research and Control Corp.

10.291*        Stock Pledge Agreement dated June 29, 2000 between Joey Baris and
               Pollution Research and Control Corp.

10.292*        Stock Option Agreement to Purchase 5,510 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Joe Macias
               dated as of June 29, 2000.

10.293*        Promissory Note dated June 29, 2000 from Joe Macias to Pollution
               Research and Control Corp.

10.294*        Stock Pledge Agreement dated June 29, 2000 between Joe Macias and
               Pollution Research and Control Corp.

10.295*        Stock Option Agreement to Purchase 5,510 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Jose Argueta
               dated as of June 29, 2000.

                                      E-42

<PAGE>


10.296*        Promissory Note dated June 29, 2000 from Jose Argueta to
               Pollution Research and Control Corp.

10.297*        Stock Pledge Agreement dated June 29, 2000 between Jose Argueta
               and Pollution Research and Control Corp.

10.298*        Stock Option Agreement to Purchase 6,423 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Jimmy Luu dated
               as of June 29, 2000.

10.299*        Promissory Note dated June 29, 2000 from Jimmy Luu to Pollution
               Research and Control Corp.

10.300*        Stock Pledge Agreement dated June 29, 2000 between Jimmy Luu and
               Pollution Research and Control Corp.

10.301*        Stock Option Agreement to Purchase 3,673 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Anthony Graber
               dated as of June 29, 2000.

10.302*        Promissory Note dated June 29, 2000 from Anthony Graber to
               Pollution Research and Control Corp.

10.303*        Stock Pledge Agreement dated June 29, 2000 between Anthony Graber
               and Pollution Research and Control Corp.

10.304*        Stock Option Agreement to Purchase 3,673 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Hovannes
               Nalbandyan dated as of June 29, 2000.

10.305*        Promissory Note dated June 29, 2000 from Hovannes Nalbandyan to
               Pollution Research and Control Corp.

10.306*        Stock Pledge Agreement dated June 29, 2000 between Hovannes
               Nalbandyan and Pollution Research and Control Corp.

10.307*        Stock Option Agreement to Purchase 7,806 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Dennis Molina
               dated as of June 29, 2000.

10.308*        Promissory Note dated June 29, 2000 from Dennus Molina to
               Pollution Research and Control Corp.

                                      E-43

<PAGE>


10.309*        Stock Pledge Agreement dated June 29, 2000 between Dennis Molina
               and Pollution Research and Control Corp.

10.310*        Stock Option Agreement to Purchase 4,224 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Veronica Boone
               dated as of June 29, 2000.

10.311*        Promissory Note dated June 29, 2000 from Veronica Boone to
               Pollution Research and Control Corp.

10.312*        Stock Pledge Agreement dated June 29, 2000 between Veronica Boone
               and Pollution Research and Control Corp.

10.313*        Stock Option Agreement to Purchase 4,592 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Lucy Marquez
               dated as of June 29, 2000.

10.314*        Promissory Note dated June 29, 2000 from Lucy Marquez to
               Pollution Research and Control Corp.

10.315*        Stock Pledge Agreement dated June 29, 2000 between Lucy Marquez
               and Pollution Research and Control Corp.

10.316*        Stock Option Agreement to Purchase 10,102 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Eric Lai dated
               as of June 29, 2000.

10.317*        Promissory Note dated June 29, 2000 from Eric Lai to Pollution
               Research and Control Corp.

10.318*        Stock Pledge Agreement dated June 29, 2000 between Eric Lai and
               Pollution Research and Control Corp.

10.319*        Option Agreement to Purchase 5,051 Shares of Common Stock of
               Pollution Research and Control Corp. issued to Rich Tobin dated
               as of June 29, 2000.

10.320*        Promissory Note dated June 29, 2000 from Rich Tobin to Pollution
               Research and Control Corp.

10.321*        Stock Pledge Agreement dated June 29, 2000 between Rich Tobin and
               Pollution Research and Control Corp.

                                      E-44

<PAGE>


10.322*        Stock Option Agreement to Purchase 174,160 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Albert E.
               Gosselin dated as of June 29, 2000.

10.323*        Promissory Note dated June 29, 2000 from Albert E. Gosselin to
               Pollution Research and Control Corp.

10.324*        Stock Pledge Agreement dated June 29, 2000 between Albert E.
               Gosselin and Pollution Research and Control Corp.

10.325*        Stock Option Agreement to Purchase 98,528 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Cindy Gosselin
               dated as of June 29, 2000.

10.326*        Promissory Note dated June 29, 2000 from Cindy Gosselin to
               Pollution Research and Control Corp.

10.327*        Stock Pledge Agreement dated June 29, 2000 between Cindy Gosselin
               and Pollution Research and Control Corp.

10.328*        Stock Option Agreement to Purchase 105,280 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Marcia Smith
               dated as of June 29, 2000.

10.329*        Promissory Note dated June 29, 2000 from Marcia Smith to
               Pollution Research and Control Corp.

10.330*        Stock Pledge Agreement dated June 29, 2000 between Marcia Smith
               and Pollution Research and Control Corp.

10.331*        Stock Option Agreement to Purchase 24,640 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Robert Klein
               dated as of June 29, 2000.

10.332*        Promissory Note dated June 29, 2000 from Robert Klein to
               Pollution Research and Control Corp.

10.333*        Stock Pledge Agreement dated June 29, 2000 between Robert Klein
               and Pollution Research and Control Corp.


10.334*        Stock Option Agreement to Purchase 22,900 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Prisciliano
               Flores dated as of June 29, 2000.

                                      E-45

<PAGE>


10.335*        Promissory Note dated June 29, 2000 from Prisciliano Flores to
               Pollution Research and Control Corp.

10.336*        Stock Pledge Agreement dated June 29, 2000 between Prisciliano
               Flores and Pollution Research and Control Corp.

10.337*        Stock Option Agreement to Purchase 87,248 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Barbara L.
               Gosselin dated as of June 29, 2000.

10.338*        Promissory Note dated June 29, 2000 from Barbara L. Gosselin to
               Pollution Research and Control Corp.

10.339*        Stock Pledge Agreement dated June 29, 2000 between Barbara L.
               Gosselin and Pollution Research and Control Corp.

10.340*        Stock Option Agreement to Purchase 50,512 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Anthony Reneau
               dated as of June 29, 2000.

10.341*        Promissory Note dated June 29, 2000 from Anthony Reneau to
               Pollution Research and Control Corp.

10.342*        Stock Pledge Agreement dated June 29, 2000 between Anthony Reneau
               and Pollution Research and Control Corp.

10.343*        Stock Option Agreement to Purchase 55,105 Shares of
               Common Stock of Pollution Research and Control Corp. issued to
               Paz Laroya dated as of June 29, 2000.

10.344*        Promissory Note dated June 29, 2000 from Paz Laroya to Pollution
               Research and Control Corp.

10.345*        Stock Pledge Agreement dated June 29, 2000 between Paz Laroya and
               Pollution Research and Control Corp.

10.346*        Stock Option Agreement to Purchase 13,776 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Fernando Galang
               dated as of June 29, 2000.

                                      E-46

<PAGE>


10.347*        Promissory Note dated June 29, 2000 from Fernando Galang to
               Pollution Research and Control Corp.

10.348*        Stock Pledge Agreement dated June 29, 2000 between Fernando
               Galang and Pollution Research and Control Corp.

10.349*        Stock Option Agreement to Purchase 6,428 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Domingo Diaz
               dated as of June 29, 2000.

10.350*        Promissory Note dated June 29, 2000 from Domingo Diaz to
               Pollution Research and Control Corp.

10.351*        Stock Pledge Agreement dated June 29, 2000 between Domingo Diaz
               and Pollution Research and Control Corp.

10.352*        Stock Option Agreement to Purchase 11,902 Shares of Common Stock
               of Pollution Research and Control Corp. issued to Mike Hamden
               dated as of June 29, 2000.

10.353*        Promissory Note dated June 29, 2000 from Mike Hamdan to Pollution
               Research and Control Corp.

10.354*        Stock Pledge Agreement dated June 29, 2000 between Mike Hamdan
               and Pollution Research and Control Corp.

10.355*        Promissory Note dated February 23, 2001 from Pollution Research
               and Control Corp. to Steven Sion at 12% interest per annum, due
               March 23, 2001.

10.356*        Consulting Agreement between Pollution Research and Control Corp.
               and Silverline Partners, Inc. dated January 4, 2001.

10.357*        Promissory Note dated December 22, 2000 from Pollution Research
               and Control Corp. to Steven Sion @ 12% interest per annum.

10.358*        Memorandum of Understanding and Consulting Agreement between
               Pollution Research and Control Corp. and Steven Sion dated
               February 2, 2001.

10.359*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and IIG Equities.

                                      E-47

<PAGE>


10.360*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and Chris Briggs.

10.361*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and JRT Holdings.

10.362*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and Cristobal Garcia.

10.363*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and George T. Heisel, Jr.

10.364*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and Christopher Mehringer.

10.365*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and Robert Del Guercio.

10.366*        9% Convertible Debenture Due July 17, 2001 between Pollution
               Research and Control Corp. and Joseph Chazanow.

10.367*        Agreement dated March 20, 2001, between Pollution Research and
               Control Corp. and Astor Capital.

10.368*        Joint Venture Contract between Shenyang Dongyu Group Co. Ltd. and
               Dasibi Environmental Corp. dated September 6, 2000.

21*            List of Subsidiaries.

*Filed Herewith