EXHIBIT 10.156
                               PURCHASE AGREEMENT
                      POLLUTION RESEARCH AND CONTROL CORP.

     THIS PURCHASE AGREEMENT  ("Agreement" herein) is entered into as of the 8th
day of May,  1998 between  POLLUTION  RESEARCH AND CONTROL  CORP.,  a California
corporation with its principal offices at 506 Paula Avenue, Glendale, California
91201 (the  "Company")  and Gary Dudley whose  address is 2700  Panorama  Drive,
#304, Signal Hill, Ca 90806 (the "Purchaser").

     WHEREAS,  the Company  elects to issue and sell its  Preferred  Convertible
Stock (the  "Shares")  and the  Purchaser  desires  to acquire  the Shares for a
purchase  price of $.125  cents per  share.  This new issue of shares has voting
rights but no dividend rights and is convertible anytime after July 30, 1998.*

     NOW,   THEREFORE,   for  and  in  consideration  of  the  mutual  covenants
hereinafter set forth, the parties hereto do hereby agree as follows:

     I. PURCHASE OF SHARES AND REPRESENTATIONS BY SUBSCRIBER.

     1.1  Subject  to the  terms  and  conditions  hereinafter  set  forth,  the
Purchaser  hereby  purchases  80,000  Shares and the Company  agrees to sell the
Shares to the Purchaser for a purchase  price of $10,000.  The purchase price is
payable by a cashier's check made payable to the Company, or by wire transfer to
an account  determined by the Company  contemporaneously  with the execution and
delivery of this  Agreement.  The Shares will be delivered by the Company to the
Purchaser within ten (10) days following the execution of the Agreement.

     1.2 The  Purchaser  recognizes  that the purchase of the Shares  involves a
high degree of risk in that an investment  in the company is highly  speculative
and only an investor who can afford to lose its entire investment in the Company
should purchase the Shares.

         1.3 The  Purchaser  acknowledges  that he is able to bear the  economic
risk of this investment.

     1.4 The Purchaser  represents that he is an "accredited  investor," as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Act").

     1.5 The Purchaser  acknowledges  that he has prior  investment  experience,
including  investment in non-listed  and  non-registered  securities,  or he has
employed the services of an investment  advisor,  attorney or accountant to read
all of the  documents  furnished or made  available by the Company to him and to
evaluate the merits and risks of such an investment on his behalf.

     1.6 The  Purchaser  hereby  represents  that he has been  furnished  by the
Company during the course of this transaction with all information regarding the
Company  which he had  requested or desired to know;  that all  documents  which
could be reasonably  provided have been made  available for his  inspection  and


                                      E-28

<PAGE>



review;  that he has been  afforded  the  opportunity  to ask  questions  of and
receive answers from duly authorized  officers or other  representatives  of the
Company  concerning  the terms and  conditions of his investment in the Company,
and any additional information which he had requested.

     1.7 The  Purchaser  hereby  acknowledges  that this  offering  has not been
reviewed by the Securities and Exchange Commission (the "Commission") since this
offering is intended to be a  non-public  offering  pursuant to Section 4 (2) of
the Act. The Purchaser  represents  that the Shares are being  purchased for his
own account,  for investment,  and not for distribution or resale to others. The
Purchaser  agrees that he will not sell or otherwise  transfer  such  securities
unless  they are  registered  under  the Act or unless  an  exemption  from such
registration is available.

     1.8 The  Purchaser  understands  that the Shares  have not been  registered
under the Act by reason of a claimed  exemption  under the provisions of the Act
which depends, in part, upon its investment intention.  In this connection,  the
Purchaser  understands  that  it is the  position  of the  Commission  that  the
statutory basis for such exemption  would not be present if his  representations
merely meant that its present  intention was to hold such securities for a short
period, for a deferred sale, for a market rise, assuming that a market develops,
or for any other fixed period.  The Purchaser  realizes that, in the view of the
Commission,  a purchase now with an intent to resell would  represent a purchase
with an intent  inconsistent  with his  representation  to the Company,  and the
Commission  might regard such a sale or  disposition as a deferred sale to which
the exemption is not available.

     1.9 The Purchaser consents that the Company may, if he desires,  permit the
transfer  of the Shares out of his name only when his  request  for  transfer is
accompanied by an opinion of council reasonably satisfactory to the Company that
neither the sale nor the proposed  transfer results in a violation of the Act or
any applicable state "blue sky" laws (collectively,  the "Securities Laws"). The
Purchaser  agrees to hold the Company,  its directors,  officers and controlling
persons and their  respective  heirs,  representatives,  successors  and assigns
harmless  and to  indemnify  them  against all  liabilities,  costs and expenses
incurred  by them as a result  of any  misrepresentation  made by him  contained
herein or in the Confidential  Purchaser  Questionnaire  completed by him or any
sale or distribution by the Purchaser in violation of any Securities Laws.

     1.10 The Purchaser consents to the placement of a legend on any certificate
or  other  document  evidencing  the  Shares  stating  that  they  have not been
registered  under the Act and setting forth or referring to the  restrictions on
transferability  and sale thereof.  The Purchaser is aware that the Company will
make a notation in its appropriate  records with respect to the  restrictions on
the transferability of such securities.


     II. REPRESENTATIONS BY, AND COVENANTS OF, THE COMPANY.

     The Company represents and covenants to the Purchaser that:

     (a) The  Company is a  corporation  duly  organized,  existing  and in good
standing under the laws of the State of California which has the corporate power
to conduct the business which it conducts and proposes to conduct.

                                      E-29

<PAGE>

     (b) The  execution,  delivery  and  performance  of this  Agreement  by the
Company has been duly  approved by the Board of Directors of the Company and all
other actions  required to authorize and effect the offer and sale of the Shares
have been duly taken and approved.

     (c) The Shares have been duly and validly  authorized  and, when issued and
paid  for  in  accordance  with  the  terms  hereof,  will  be  validly  binding
obligations of the Company enforceable in accordance with their respective terms
except that the enforceability thereof may be limited by bankruptcy, insolvency,
or other  laws  affecting  the  rights  of  creditors  generally  or by  general
equitable principles.

     (d) The Company has obtained all licenses,  permits and other  governmental
authorizations necessary to the conduct of its business; such licenses,  permits
and other governmental authorizations obtained are in full force and effect; and
the Company is in all material respects complying therewith.

     III. REGISTRATION OF SECURITIES.

     The Company  acknowledges  that it currently has no effective  registration
statement on Form S-3 on file with the Securities and Exchange Commission.

     IV. MISCELLANEOUS.

     4.1 Any  notice  or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  address to the Company,  at its principal office, 506 Paula
Avenue,  Glendale,  California  91201,  Attention:  President,  with a  copy  to
Patricia Cudd & Associates,  Attorney at Law,  1120 Lincoln  Street,  Suite 703,
Denver,  Colorado 80203,  Attention:  Patricia Cudd, and to the Purchaser at the
address  listed on the  signature  page hereof.  Notices shall be deemed to have
been given on the date of mailing,  except  notices of change of address,  which
shall be deemed to have been given when received.

     4.2 This  Agreement  shall not be  changed,  modified  or made  except by a
writing  signed by the  parties to be  charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

     4.3 This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives,  successors
and assigns.  This Agreement sets forth the entire  agreement and  understanding
between the parties as to the subject  matter  hereof and merges and  supersedes
all prior  discussions,  agreements and  understandings  of any and every nature
among them.

     4.4 This Agreement and its validity,  construction and performance shall be
governed in all respects by the laws of the State of California,  without regard
to principles of conflicts of law.

                                      E-30

<PAGE>

     4.5 This Agreement may be executed in counterparts.

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

Purchaser: /s/ Gary Dudley                The Company:

                                          POLLUTION RESEARCH AND CONTROL CORP.,
2700 Panorama Drive #304                  a California corporation
------------------------------
(Address)
Signal Hill, Ca 90806                     By: /s/ Albert E. Gosselin, Jr.
------------------------------                ----------------------------------
(City, State)                                    Albert E. Gosselin, Jr.,
                                                 President and Chief
                                                 Executive Officer
Date: May 8, 1998


*Purchase  price is based on closing  bid May 8, 1998 of .31 cents,  modified by
dividend formula (based on .20 cents  pre-dividend  announcement with additional
40% lettered discount).




                                      E-31