EXHIBIT 10.170
                      POLLUTION RESEARCH AND CONTROL CORP.

                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the  "Agreement") is made and entered into
effective as of the 27th day of January, 1999, by and between Pollution Research
and Control Corp., a California  corporation (the "Company"),  506 Paula Avenue,
Glendale,  California 91201, and Mark S. Rose (the "Optionee"),  72 West Avenue,
Patchogue, New York 11772.

     The Company  desires to provide the  Optionee  an  opportunity  to purchase
shares of its common stock,  no par value (the "Common  Stock"),  as hereinafter
provided.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged,  the
parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall mean:

          (a)  "Board" - the Board of Directors of the Company.

          (b) "Common Stock" - the Common Stock, no par value, of the Company.

          (c)  "Company" - Pollution  Research and Control  Corp.,  a California
               corporation, 506 Paula Avenue, Glendale, California 91201.

          (d)  "Effective Date" - January 27, 1999.

          (e)  "Optionee" - Mark S. Rose

          (f)  "Exercise Period" - from January 27, 1999,  through and including
               January 27, 2002.

          (g)  "Expiration Date" - January 27, 2002.

          (h)  "Option" - The right to  purchase  shares of Common  Stock of the
               Company  as  provided  herein,   and  any  options  delivered  in
               substitution or exchange therefor, as provided herein.

          (i)  "Purchase Price" - $.75 per share.

          (j)  "Shares" - 48,000 shares of Common Stock of the Company.

          (k)  "Subscription  and  Acknowledgement  Form" - The form attached to
               this Agreement as Exhibit "A".

                                      E-102

<PAGE>

                           

     2. Grant of Option.  Subject to the terms and conditions of this Agreement,
the Company  hereby grants to the Optionee the right to purchase all or any part
of an aggregate of 48,000  shares of Common Stock of the Company at the Purchase
Price set forth in  Section 3 hereof and in  accordance  with the  schedule  set
forth in Section 5 hereof. This right to purchase Shares is hereinafter referred
to as the "Option."

     3. Purchase Price.  The purchase price of the shares of Common Stock of the
Company issuable pursuant to the exercise of this Option shall be $.75 per Share
(the "Purchase Price.")

     4. Term of Option.  Notwithstanding  anything to the contrary  contained in
this  Agreement,  no option granted  hereunder  shall be  exercisable  after the
expiration of the Expiration Date.

     5. Exercise.

          (a) Time of Exercise.  This Option may be exercised  commencing on the
Effective  Date,  in whole or in part (but not as to a fractional  share) at the
principal  executive  offices of the Company,  at any time or from time to time,
through and  including  January 27, 2002;  provided,  however,  that this Option
shall expire and be null and void if not exercised in the manner herein provided
by 5:00 p.m., Pacific Standard Time, on January 27, 2002.

          (b) Manner of  Exercise.  This Option is  exercisable  at the Purchase
Price,  payable  in cash or by  cashier's  check  payable  to the  order  of the
Company,  subject to adjustment as provided in Section 6 hereof.  Upon surrender
of this  Option to the  Company  at its  principal  executive  offices  with the
annexed  Subscription  and  Acknowledgment  Form duly  executed,  together  with
payment of the  Purchase  Price for the  Shares  purchased  (and any  applicable
transfer taxes) at the Company's principal executive offices, the Optionee shall
be  entitled  to  receive  a  certificate  or  certificates  for the  Shares  so
purchased.  The Optionee hereby acknowledges and agrees to the taxable nature of
the event of the exercise of the Option and that the Optionee  will not hold the
Company responsible for the reporting or payment of such taxes.

          (c) Delivery of Stock  Certificates.  As soon as practicable,  but not
exceeding  five days after  complete  or partial  exercise of this  Option,  the
Company,  at its  expense,  shall cause to be issued in the name of the Optionee
(or  upon  payment  by  the  Optionee  of any  applicable  transfer  taxes,  the
Optionee's  assigns) a certificate or certificates  for the number of fully-paid
and  nonassessable  Shares to which the  Optionee  shall be  entitled  upon such
exercise,   together  with  such  other  stock  or  securities  or  property  or
combination  thereof to which the Optionee shall be entitled upon such exercise,
determined in accordance with Section 6 hereof.

          (d) Record  Date of Transfer  of Shares.  Irrespective  of the date of
issuance and delivery of certificates for any stock or securities  issuable upon
the  exercise  of  this  Option,   each  person   (including  a  corporation  or


                                      E-103

<PAGE>


partnership)  in whose name any such  certificate  is to be issued shall for all
purposes  be  deemed  to have  become  the owner of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which a duly executed Subscription Form containing notice of exercise of
this Option and payment of the Purchase Price is received by the Company.

     6. Adjustment of Purchase Price.

     The Purchase Price shall be subject to adjustment as follows:

          (a) In case the  Company  shall  (i) pay a  dividend  in shares of its
capital  stock (other than an issuance of shares of capital  stock to holders of
Common  Stock who have elected to receive a dividend in shares in lieu of cash),
(ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate
or combine  its  outstanding  shares of Common  Stock  into a smaller  number of
shares or (iv)  issue by  reclassification  of its  shares  of Common  Stock any
shares of the Company,  the Purchase Price in effect  immediately  prior thereto
shall be adjusted to that amount determined by multiplying the Purchase Price in
effect  immediately  prior to such date by a  fraction,  of which the  numerator
shall be the number of shares of Common  Stock  outstanding  on such date before
giving   effect  to  such   division,   subdivision,   reduction,   combination,
consolidation or stock dividend and of which the denominator shall be the number
of shares of Common Stock after giving effect thereto.  Such adjustment shall be
made  successively  whenever any such effective date or record date shall occur.
An  adjustment  made  pursuant to this  subsection  (a) shall  become  effective
retroactively  to the Effective  Date  immediately  after the record date in the
case of a dividend and shall become  effective  immediately  after the effective
date in the case of a  subdivision,  reduction,  consolidation,  combination  or
reclassification.

          (b) In case the  Company  shall  issue  rights  or  options  to all or
substantially  all  holders of its  Common  Stock  entitling  them (for a period
expiring within 45 days after the record date mentioned  below) to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price per share (the "Offering  Price") less than the Purchase Price at the
record date mentioned  below, the Purchase Price shall be determined by dividing
the Purchase Price in effect immediately prior to such issuance by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding on
the date of  issuance of such  rights or options  plus the number of  additional
shares of Common Stock offered for  subscription  or purchase,  and of which the
denominator  shall be the number of shares of Common  Stock  outstanding  on the
date of issuance of such rights or options  plus the number of shares  which the
aggregate Offering Price of the total number of shares so offered would purchase
at such fair market value. Such adjustment shall be made whenever such rights or
options are issued, and shall become effective retroactively,  immediately after
the record date for the  determination of shareholders  entitled to receive such
rights or options.

          (c) In case the Company shall distribute to all or  substantially  all
holders of its Common Stock evidence of its indebtedness, shares of any class of
the Company's stock other than Common Stock or assets (excluding cash dividends)
or rights or options to  subscribe  for or  purchase  shares of Common  Stock or


                                      E-104

<PAGE>


securities  convertible  into  Common  Stock  (excluding  those  referred  to in
subsection  (b)  above),  then in each such  case the  Purchase  Price  shall be
determined by dividing the Purchase  Price in effect  immediately  prior to such
issuance by a fraction,  of which the numerator  shall be the Purchase  Price on
the date of such  distribution  and of which the denominator  shall be such fair
market value per share of the Common Stock,  less the then fair market value (as
determined  by the  Committee,  whose  determination  shall be  conclusive,  and
described  in a statement,  which will have the  applicable  resolutions  of the
Board of Directors  attached thereto,  filed with the Company) of the portion of
the assets or  evidences of  indebtedness  or shares so  distributed  or of such
subscription rights or options applicable to one share of the Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become
effective retroactively  immediately after the record date for the determination
of stockholders entitled to receive such distribution.

          (d) If the Common Stock  issuable  upon the  conversion  of the Option
shall be changed  into the same or a different  number of shares of any class or
classes  of  stock,  whether  by  capital  reorganization,  reclassification  or
otherwise  (other than a subdivision  or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation or sale of assets
provided  for in this  Section 6),  then,  and in each such event,  the Optionee
shall have the right  thereafter to convert such Option into the kind and amount
of shares of Common Stock and other securities and property receivable upon such
reorganization, reclassification or other change by the holders of the number of
shares of Common  Stock into which such  Option  might have been  converted,  as
reasonably   determined   by  the   Committee,   immediately   prior   to   such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.

          (e) If at any  time or from  time to time  there  shall  be a  capital
reorganization  of the Common  Stock  (other  than a  subdivision,  combination,
reclassification or exchange of shares provided for elsewhere in this Section 6)
or a merger or consolidation of the Company with or into another corporation, or
the sale of all or substantially  all of the Company's  properties and assets to
any other person  (except as provided for in Section  6(f)),  then, as a part of
such reorganization,  merger,  consolidation or sale, provision shall be made as
reasonably  determined by the Committee so that the Optionee shall thereafter be
entitled to receive  upon  conversion  of such  Option,  the number of shares of
stock or  other  securities  or  property  of the  Company  or of the  successor
corporation  resulting  from such merger or  consolidation  or sale,  to which a
holder of Common Stock  deliverable  upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.

          (f) The adjustments  provided for in this Section 6 are cumulative and
shall apply to successive  divisions,  subdivisions,  reductions,  combinations,
consolidations,   issue,  distributions  or  other  events  contemplated  herein
resulting in any adjustment under the provisions of this Section; provided that,
notwithstanding  any other  provision  of this  Section,  no  adjustment  of the
Purchase  Price  shall be  required  unless  such  adjustment  would  require an
increase  or  decrease  of at least 1% in the  Purchase  Price  then in  effect;
provided,  however,  that any adjustments which by reason of this subsection (f)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.


                                      E-105

<PAGE>



          (g)  Notwithstanding  Sections 6(b) and (c) above, no adjustment shall
be made  in the  Purchase  Price  if  provision  is made  for  the  Optionee  to
participate  in such  distribution  as if the Optionee had  converted all of the
principal  balance of the Option  into  shares of Common  Stock at the  Purchase
Price in effect immediately prior to such distribution.

          (h) Upon each adjustment of the Purchase Price, the Company shall give
prompt  written  notice  thereof  addressed  to the  Optionee at the  Optionee's
address as shown on the records of the  Company,  which  notice  shall state the
Purchase Price resulting from such  adjustment and the increase or decrease,  if
any, in the number of shares  issuable upon the  conversion  of such  Optionee's
Option,  setting forth in reasonable  detail the method of  calculation  and the
facts upon which such calculation is bases.

          (i)  In  the  event  of  any  question  arising  with  respect  to the
adjustments  provided  for in Section  6, such  question  shall be  conclusively
determined by an opinion of independent  certified public accountants  appointed
by the Company (who may be the auditors of the  Company) and  acceptable  to the
Optionee.  Such  accountants  shall have access to all necessary  records of the
Company,  and such  determination  shall be  binding  upon the  Company  and the
Optionee.

          (j) The Company may, in its sole discretion and without any obligation
to do so,  reduce  the  Purchase  Price then in effect by giving  fifteen  days'
written  notice to the Optionee.  The Company may limit such reduction as to its
temporal duration or may impose other conditions thereto in its sole discretion.

     7. Acceleration of Right to Exercise Options.  Notwithstanding  anything to
the contrary  contained  herein  regarding the time for exercise of this Option,
the following provisions shall apply:

          (a) Mergers  and  Reorganizations.  If the Company or its  shareholder
enter into an agreement to dispose of all or substantially  all of the assets of
the Company by means of a sale,  merger or other  reorganization of liquidation,
or  otherwise  in a  transaction  in  which  the  Company  is not the  surviving
corporation,  this Option shall become  immediately  exercisable with respect to
the full number of Shares subject to the Option during the period  commencing as
of the date of the  agreement  to  dispose  of all or  substantially  all of the
assets or stock of the  Company  and ending  when the  disposition  of assets or
stock  contemplated  by the agreement is consummated or this Option is otherwise
terminated in  accordance  with its  provisions,  whichever  occurs first.  This
Option shall not become  immediately  exercisable,  however,  if the transaction
contemplated in the agreement is a merger or reorganization in which the Company
will survive.

          (b)  Change  in  Control.  In the  event of a  change  in  control  or
threatened  change  in  control  of  the  Company,   this  Option  shall  become
immediately  exercisable.  The term  "change in  control,"  for purposes of this
Section,  shall  refer to the  acquisition  of 20 per cent or more of the voting
securities  of the Company by any person or by persons  acting as a group within
the  meaning of Section  13(d)(3) of the  Securities  Exchange  Act of 1934,  as
amended;  provided  that no change in  control or  threatened  change in control
shall be deemed to have  occurred if, prior to the  acquisition  of, or offer to


                                      E-106

<PAGE>


acquire,  20 per cent or more of the voting securities of the Company,  the full
Board of  Directors  shall  have  adopted  by not less  than  two-thirds  vote a
resolution  specifically  approving such acquisition or offer. The term "person"
refers,  for  purposes  of this  Section,  to an  individual  or a  corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically  listed herein.  Whether a change in control is threatened shall be
determined solely by the Committee.

     8. Restrictions on Transfer.

          (a) This  option may not be sold,  assigned,  transferred,  pledged or
otherwise  disposed of or encumbered in any manner  otherwise  than by will, the
laws of descent and distribution,  or pursuant to a qualified domestic relations
order as defined by the Code; provided, however, that the Optionee may assign or
transfer  this Option to members of his  immediate  family or to a trust for the
benefit of such members of his immediate  family and, during the lifetime of the
Optionee,  this Option may be exercised only by the Optionee or assignee, as the
case may be, or his legally  authorized  representative.  The Optionee shall not
have any right to sell,  assign,  transfer,  pledge or  otherwise  dispose of or
encumber this Option, and any attempted transfer,  sale,  assignment,  pledge or
encumbrance shall have no effect on the Company.  The Company may also require a
Optionee to furnish  evidence  satisfactory to the Company,  including a written
and  signed  representation  letter  and  consent  to be bound  by any  transfer
restrictions  imposed by law, legend,  condition or otherwise.  The Shares shall
not be issued with respect to any Option unless the exercise of the Option shall
comply  with the  terms  and  conditions  of the  Consulting  Agreement  and all
relevant  provisions of federal and state law,  including without limitation the
Securities  Act of 1933,  as  amended,  the  rules and  regulations  promulgated
thereunder and the  requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          (b)  The  Optionee,  by its  acceptance  hereof,  represents,  opines,
covenants  and agrees that (i) the  Optionee  has  knowledge of the business and
affairs of the Company,  and (ii) this Option is being  acquired for  investment
and not with a view to the  distribution  hereof and that,  absent an  effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
covering  the  disposition  of this  Option,  it will not be sold,  transferred,
assigned,  hypothecated  or otherwise  disposed of without  first  providing the
Company  with an opinion of counsel  (which may be counsel  for the  Company) or
other evidence,  reasonably  acceptable to the Company,  to the effect that such
sale, transfer, assignment,  hypothecation or other disposal will be exempt from
the  registration and prospectus  delivery  requirements of the Act, as amended,
and the  registration  or  qualification  requirements  of any applicable  state
securities  laws.  The  Optionee  consents  to the making of a  notation  in the
Company's  records  or giving to any  transfer  agent of the  Option an order to
implement such restriction on transferability.

          This  Option  shall bear the  following  legend or a legend of similar
import; provided, however, that such legend shall be removed, or not placed upon
the Option if such legend is no longer  necessary to assure  compliance with the
Act:


                                      E-107

<PAGE>



     THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
     AND EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY STATE
     BECAUSE IT IS BELIEVED TO BE EXEMPT FROM  REGISTRATION  UNDER THE ACT.
     THIS  OPTION IS  "RESTRICTED"  AND MAY NOT BE  RESOLD  OR  TRANSFERRED
     EXCEPT  AS  PERMITTED  UNDER  THE  ACT  PURSUANT  TO  REGISTRATION  OR
     EXEMPTION THEREFROM.

     9.  Information  to Optionee.  The Company  shall furnish to the Optionee a
copy of the annual  report,  proxy  statements and all other reports sent to the
Company's  shareholders.  Upon written request, the Company shall furnish to the
Optionee a copy of its most recent Annual Report on Form 10-K and each quarterly
report to shareholders  issued since the end of the Company's most recent fiscal
year.

     10.  Payment of Taxes.  All Shares  issued upon the exercise of this Option
shall be validly issued,  fully-paid and nonassessable and the Company shall pay
all taxes and other  governmental  charges  (other  than income tax) that may be
imposed in respect of the issue or delivery  thereof.  The Company  shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer  involved in the issue of any  certificate for Shares in any name other
than that of the Optionee  surrendered  in connection  with the purchase of such
Shares,  and in such case the Company  shall not be required to issue or deliver
any stock  certificate  until  such tax or other  charge has been paid or it has
been  established to the Company's  satisfaction  that no tax or other charge is
due.

     11. Reservation of Common Stock. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of issuance  upon the  exercise of this  Option,  such number of
shares  of Common  Stock as shall be  issuable  upon the  exercise  hereof.  The
Company  covenants and agrees that,  upon exercise of this Option and payment of
the  Purchase  Price  thereof,  all Shares of Common  Stock  issuable  upon such
exercise shall be duly and validly issued, fully-paid and nonassessable.

     12.  Notices  to  Optionee.  Nothing  contained  in this  Option  shall  be
construed as conferring upon the Optionee hereof the right to vote or to consent
or to  receive  notice  as a share-  Optionee  in  respect  of any  meetings  of
share-Optionees  for the  election of directors or any other matter or as having
any rights whatsoever as a share-Optionee of the Company. All notices, requests,
consents  and other  communications  hereunder  shall be in writing and shall be
deemed  to have  been duly made  when  delivered  or  mailed  by  registered  or
certified mail, postage prepaid, return receipt requested:

          (a) If to the  Optionee,  to the address of such  Optionee as shown on
the books of the Company; or

          (b) If to the  Company,  to the  address  set  forth in  Section  1(b)
hereof.


                                      E-108

<PAGE>



     13. Replacement of Option. Upon receipt of evidence reasonably satisfactory
to the  Company  of the  ownership  of  and  the  loss,  theft,  destruction  or
mutilation  of this  Option  and (in case of loss,  theft or  destruction)  upon
delivery of an indemnity  agreement in an amount reasonably  satisfactory to the
Company,  or (in the case of mutilation)  upon surrender and cancellation of the
mutilated Option,  the Company will execute and deliver,  in lieu thereof, a new
Option of like tenor.

     14.  Successors.  All  the  covenants,   agreements,   representations  and
warranties  contained  in this Option  shall bind the  parties  hereto and their
respective  heirs,  executors,  administrators,   distributees,  successors  and
assigns.

     15. Change; Waiver. Neither this Option nor any term hereof may be changed,
waived,  discharged or terminated  verbally but only by an instrument in writing
signed by the party against which enforcement of the change,  waiver,  discharge
or termination is sought.

     16. Headings. The section headings in this Option are inserted for purposes
of convenience only and shall have no substantive effect.

     17. Law  Governing.  This Option shall for all  purposes be  construed  and
enforced in accordance  with, and governed by, the internal laws of the State of
California, without giving effect to principles of conflict of laws.

     IN WITNESS WHEREOF,  the Company has caused this Option to be signed by its
duly  authorized  officer and this Option to be dated as of the date first above
written.

                                   POLLUTION RESEARCH AND CONTROL CORP.



                                    By: /s/  Albert E. Gosselin, Jr.
                                        ----------------------------------------
                                             Albert E. Gosselin, Jr., President





                                      E-109