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, 1998

{  }     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: $2,800,000

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 22, 1999 was $3,158,833.

Total number of pages - 206                 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.

                                        1


<PAGE>



                      POLLUTION RESEARCH AND CONTROL CORP.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 1998

                                TABLE OF CONTENTS

Part I                                                                     Page
                                                                           ----

         Item 1.      Description of Business                               4
                      General                                               4
                      History of the Company                                4
                      The Air Pollution Industry                            6
                      Instrument Market                                     6
                      Control Market                                        7
                      Governmental Approval                                 7
                      Governmental Regulation and Enforcement               8
                      Company Products                                      8
                      Marketing and Sales; Backlog                          9
                      Foreign Sales                                        10
                      Manufacturing and Purchasing                         11
                      Research and Development                             11
                      Employees                                            11
                      Competition                                          12
                      Intellectual Property                                12

         Item 2.      Description of Properties                            12

         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                                              16

         Item 6.      Management's Discussion and Analysis or Plan of
                      Operation                                            16
                      Liquidity and Capital Resources                      18
                      Seasonality                                          18
                      Year 2000 Compliance                                 18
         Item 7.      Financial Statements                                 18

         Item 8.      Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosures                 19

                                         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         20
                   Directors, Executive Officers and Key Employees           20
                   Family Relationships                                      20
                   Business Experience                                       20
                   Section 16(a) Beneficial Ownership Reporting Compliance   23


       Item 10.  Executive Compensation                                      23
                   Executive Compensation                                    23
                   Compensation of Directors                                 23
                   Employment Agreements                                     24

       Item 11.  Security Ownership of Certain Beneficial Owners and
                 Management                                                  24

       Item 12.  Certain Relationships and Related Transactions              26

       Item 13.  Exhibits and Reports on Form 8-KA
                 (a)      Exhibits                                           27
                 (b)      Reports on Form 8-KA                               27




                                        3


<PAGE>



Item 1.                    Description of Business

General

     The Company'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 its  wholly-owned  subsidiary,
Dasibi  Environmental Corp. The Company's 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.  The  Company  also  supplies
computer-controlled   calibration  systems  that  verify  the  accuracy  of  its
instruments,  data loggers to collect and manage pollutant information and final
reporting software for remote centralized  applications,  which is classified as
"core business related."

     Because  severe  competitive  price  pressures  in its core  business  have
developed (see "History of the Company" below),  the Company has during the past
few years,  pursued various areas of diversification of its developed technology
primarily including air pollution control of flue gas-emitted air pollutants and
medical,   asthma-related,   diagnostic   instrumentation.   At  this   time  no
diversification  is being  pursued  (See  "Instrumentation  Market" and "Control
Market"  below) and singular  focus is being  applied to the "core  business" as
described above.

History of the Company and Recent Developments

     The Company 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 Company's President and Chief
Executive  Officer,  and his wife,  Barbara  Gosselin,  an executive officer and
director of the Company.  Mr. and Mrs.  Gosselin  founded the Company 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
Company was changed to "Dasibi Environmental Corp." on March 22, 1973. (See Item
9. "Directors, Executive Officers, Promoters and Control Person; Compliance with
Section  16(a) of the  Exchange  Act -  Directors,  Executive  Officers  and Key
Employees.")

     The 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 the Company.  From
1984 through May 1985, PRCC acted primarily as a holding company for the Company
and  Applied  Conservation   Technology,   Inc.  ("ACT"),  then  a  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.")


                                        4


<PAGE>



     The Company changed its name to "Pollution Research and Control Corp.," the
name of its former parent,  PRCC, in November 1989. In January 1990, the Company
acquired all of the issued and  outstanding  shares of Common  Stock,  $1.00 par
value per share,  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."  ("Dasibi")  in
January  1990.  All of the  Company's  operations  were  transferred  to  Dasibi
subsequent to the acquisition. Also in 1990, the Company changed its fiscal year
from June 30 to December 31.

     In March 1994, the Company entered into an exclusive worldwide requirements
agreement  over a  three-year  period with  London-based  Logan  Research,  Ltd.
("LRL")  to  provide  LRL with  oxides of  nitrogen  instrument  parts on an "as
required" basis for use in medical technology applications. In October 1995, the
agreement  was  modified  to be  exclusive  with a domestic  corporation,  Logan
Medical  Devices  ("LMD"),  which  acquired  Logan  Research,  Ltd. In 1995, the
Company advanced $164,000 to LRL. The $164,000 was charged against operations in
1995.  In June 1996 the  Company  acquired  100% of the common  stock of LMD for
150,125  options to LMD  shareholders,  all options  above  market bid price and
vesting in January, 1998, such bid price as existed in the date of agreement. In
addition, the Company contributed $250,000 to LMD for working capital.

     Also, in June, 1996, the Company acquired 100% of the stock of Nutek, Inc.,
a  Pensacola,  Florida,  electrical  control  panel and  printed  circuit  board
manufacturer.  No company stock was issued,  but 85,000  options at above market
bid  price  on the  date of  agreement  were  issued  to key  employees  in this
transaction,  lawyers and  "finders."  Such options  vested in January 1998. The
Company  directly paid $250,000 cash into an estimated  total  purchase price of
$1,900,000,  the balance  obtained from asset based financing  solely on Nutek's
assets.  The Company  acquired Nutek primarily for the customer list as it would
fit into the Company's air pollution control technology diversification plans.

     In January,  1998, the the Company began a reorganization  program designed
to focus on its "core business" alone. The Company's management believed that it
could secure long-term  contractual  business in The People's  Republic of China
("China") sufficient to allow expansion of the Company's business independent of
competitive  price  pressures.  The  initial  step  of  the  reorganization  was
dissolution  of the Nutek  subsidiary  and  separation of "LRL" from "LMD".  The
Company is involved in significant  litigation  regarding the Nutek dissolution.
(See Item 3. "Legal Proceedings.")

     In June, 1998, the Company signed a $5.1 million dollar contract with China
to supply  equipment  and software to monitor air  pollution  in eleven  cities.
Initiation of the work was contingent on final agreement  between China and U.S.
banks and the Export-Import Bank (Ex-Im) guarantee for financing arranged by the
Company.  Financing was expected to be completed  within a few months,  however,
the Company has been informed that the earliest date for Ex-Im approval is March
29, 1999. (See "Foreign  Sales.")  Concurrently,  the Company requires  in-house
financing  for above normal  working  capital  needs for a project  considerably
larger than previously experienced. At this time management believes the Company
can obtain,  at least, a minimum  required  through debt financing.  There is no
assurance  that the  Company  can  obtain  more than a minimum to  initiate  the
project by debt  financing,  in which  case,  the  Company  would be required to
pursue  equity  financing  in which  the  Company  has  demonstrated  successful
experience.


                                        5


<PAGE>




The Air Pollution Industry

     Air pollution consist 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 part per  billion,  may be  harmful.  The
instruments  produced and sold by the Company,  the "core  business"  detect and
measure these  pollutants and are also utilized in calibrating  other  pollution
measurement equipment.  Any systems or processes such as the Company's "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").

     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,  such as that manufactured and sold by the Company,  have
made manual  sampling  less  desirable  and  automated  monitoring  increasingly
common.

     In basic  continuous  monitoring  instruments,  ambient air is taken into a
manifold, the function of which 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,  the output of which can be
converted  to an  electrical  signal  which,  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  by  the  Company  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


                                        6


<PAGE>



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.

     Generally,  the Company  sells its  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. The Company designs and manufactures 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 which 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. The Company 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

     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
which 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. Such 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 such 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 the Company's  models of ozone  monitors and its sulfur dioxide and
oxides of nitrogen monitors have been approved as equivalent methods by the EPA.
Additionally,  the  Company's  carbon  monoxide have been approved as equivalent
methods by the EPA.  The Company is  currently  testing a  particulate  analyzer
(beta ray  attenuation)  for  approval as an  equivalent  method by the EPA. The
Company  has 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.

     The Company  believes 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.  The Company has never been required to modify or discontinue any of
its  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, Company products.

Governmental Regulation and Enforcement

     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 which
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,  the Company  expects,
but cannot assure,  an increasing  market for its products.  Company  management
believes that governmental  enforcement  policy also has a significant effect on
the demand for the Company's  products.  A relaxation during 1982 in the federal
enforcement of governmental  standards  resulted in a decrease in demand for the
Company's  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  the  Company's
products. In essence, the Company furnishes 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, the Company developed,  and in 1974 initially marketed,  the first
ultraviolet ozone monitor,  of which eight models are currently  marketed by the
Company,     including     high     concentration,     manual,     remote    and
microprocessor-controlled versions. The Company will continue to seek to develop
new versions of its basic model of ozone monitor, but does not expect any change
in the basic  principle  upon  which the  instrument  operates.  Since  1974 the
Company has been generally considered the leader in ozone measurement technology
in the world.

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


                                        8


<PAGE>



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

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

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

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

     The Company offers a two-year warranty on all of its instruments,  with the
exception of certain  components,  such as lamps,  which have short lives.  With
respect to such  components,  the Company passes on to the customer the warranty
(usually  one year)  which it  receives  from the  manufacturer.  The  Company's
warranty provides for repair or replacement of defective  products.  During each
of the last five  fiscal  years,  the  Company  has been  required  to honor its
warranty with respect to less than 0.3% of total  instruments  sales during each
such year.

Marketing and Sales; Backlog Instruments

     The marketing and sales  activities of the 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.  The Company  attends the annual  conference  of the Air
Pollution Control  Association as well as worldwide  conferences.  The Company's
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
the Company's sales staff. Nearly all of the Company's foreign sales are made to
distributors  who, in turn,  resell to the end users. The Company sells 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 the Company's
products could be transferred to new distributors.

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

     Historically and currently foreign sales represent approximately 50 percent
of the Dasibi Environmental subsidiary - the core business.

                                        9


<PAGE>



     The  Company's  core  business  sales  in  the  export  market  are  evenly
distributed  among all of its  products.  Export  sales are  billed  and paid in
United States  dollars  only. In 1999, it is expected that one customer,  China,
may account for as much as 90% of the sale of the Company products.

     The Company's core business instruments have been sold during the past five
years  to  over  300  customers  in  over  30  countries,  including  industrial
manufacturers;  federal,  state, city, local and foreign governmental  agencies;
and educational and research  institutions.  However,  a significant loss in the
number of government  agencies,  industrial companies or research agencies which
typically  purchase  the  Company's  instruments  could have a material  adverse
effect  on the  Company.  Similarly  in 1999,  the loss of  China  would  have a
material adverse effect on the Company.

     Historically,  none of the  Company's  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, 1998 was  approximately
$5,500,000 which amount the Company considers material.  However,  $5,100,000 of
this backlog was due to the China contract,  discussed  below,  which,  although
formally signed, had a contingency of no shipments until "bank to bank" document
financing  was  completed.  As of March  22,  1999 this  financing  has not been
completed, although Ex-Im Bank approval was received.

Foreign Sales

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

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

                                                           1998          1997
                                                           ----          ----
                                                              (In thousands)
Aggregate sales to unaffiliated foreign customers:

Europe and The United Kingdom                              $  987       $1,104

Asia and Pacific Rim                                       $  934       $  622

Latin America & Other                                      $  397       $  434

     During the fiscal  years ended  December  31, 1997 & 1998,  no one customer
accounted for more than 10% of net sales.

     In  June  1998,   the  Company  was  awarded  a  contract  from  China  for
installation of the Company's systems in an eleven city network. Since November,
1995, the Company negotiated U.S. Export-Import financing for China specifically
for this project.  Technical and contractual  negotiations were concluded at the
June award at The People's  Hall in Beijing.  Financing  aspects of the project,
however,  required nearly nine months of apparently  normal bank to bank delays.


                                       10


<PAGE>


Because  it is not  possible  to define a time  frame to  anyone of three  banks
involved, the backlog of the China project is not considered "firm", until Ex-Im
Bank approval  received on March 22, 1999 is  supplemented  with  completed bank
agreements.

     Historically,  backlog has not been significant to the Company's operations
because  orders  usually  require  delivery in 45 to 60 days. As of December 31,
1998,  the Company had  approximately  $300,000 in "firm" orders which  required
delivery  in 90 days or less,  a backlog  which the  Company  does not  consider
significant.   The  $5,100,000   additional   backlog  attributed  to  China  is
significant  to the  Company  since it is long term (8  months)  in  nature  and
therefore should allow cost saving benefits of manufacture planning and quantity
purchase discounts.

Manufacturing and Purchasing

     The Company  manufactures  many  components  and  subsystems for use in its
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 the Company are
either  available from a number of different  suppliers or  alternative  sources
could  be  developed  without  a  materially  adverse  effect  on the  Company's
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
the Company in a timely fashion,  or to the Company's  satisfaction,  can affect
the Company's ability to deliver its instruments on time.

Research and Development

     Historically,  the  Company  has been  actively  engaged  in  research  and
development in order to produce new products.  However,  the  competitive  price
pressures  experienced by the Company 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  responsibility.  Within
the same constraints,  the Company is developing  predictive  pollutant modeling
programs.

     Because of price pressure  demands,  the Company has been limiting Flue Gas
Purification System development work.

Employees

     As of March 22,  1999,  the Company had 31 full-time  employees,  of whom 5
were engaged in administration,  3 in engineering,  21 in manufacturing and 2 in
sales and marketing.  None of the Company's employees are represented by a labor
union.  The Company has never had a strike or lockout and considers its employee
relations to be good.


                                       11


<PAGE>




Competition - Instruments

     The  Company  is the  smallest  competitor  in the  ambient  air  pollution
instrumentation   market.   Therefore,   it  is  subject   to  the   effects  of
better-financed  competitors  and their research and  development  efforts,  and
price  discounting.  The Company competes on the basis of technical  advances in
its  products  and its  reputation  among  customers  as a quality  provider  of
products and services.  To a lesser extent, the Company competes on the basis of
price.

     Although the Company is not aware of any other  company that  competes with
it in all of its product lines and software capabilities, all of its competitors
have resources  substantially greater than those of the Company.  There are also
smaller  companies that  specialize in a limited number of the types of products
manufactured by the Company.  The Company's primary  competitors in the domestic
market are Thermo Instrument  Systems,  Inc. ("Thermo  Instrument  Systems") and
Monitor  Labs,  Inc.  ("Monitor  Labs").  In the foreign  market,  the Company's
primary competitors are Thermo Instrument Systems,  Monitor Labs,  Environnement
S.A of France ("Environnement") and Horiba Instruments ("Horiba Instruments.")

Intellectual Property

     Although  the Company  obtained  patents for its ozone  monitor and various
techniques in instrument  design,  it has generally been the Company's 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 the Company, all of which have expired, are not deemed by management
to be significant to the Company's business operations or potential success. The
Company  has no federal or state  registered  trademarks  and no  franchises  or
concessions. The Company has common law rights to the trademark "Dasibi."

     Albert E.  Gosselin,  Jr.,  the  Company's  co-founder,  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 such system on behalf of the Company in April 1994,
subsequently granted in September 1996, and a second grant in March, 1999.

Item 2.                    Description of Properties

     In  July  1994,   the   Company   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.  The Company
leases  the  space  from an  unaffiliated  third  party  for a term of ten years
commencing  as of  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 $30,000
per month.  The Company  utilizes most of its existing office and  manufacturing
space and believes  that such space is more than  adequate for its needs for the
foreseeable future.

     In May, 1998, the Company  acquired a facility  consisting of approximately
3000 square  feet and  located in Macao,  China.  The  facility  was needed as a


                                       12


<PAGE>



and training center for an anticipated China contract.  (See "History of Company
and Recent  Developments.") A lease back agreement with an affiliated company in
Macau, PIC Computers, Ltd.("PIC") calls for $8,000 per month rent to the Company
while PIC performs  service and training for China  requirements  under specific
contracts  furnished  as  needed  from  the  Company.  (See  Item  12.  "Certain
Relationships and Related Transactions.") No lease payments are due, nor are any
contracts  contemplated  until the China contract  shipments begin. The facility
therefore  is not  utilized  at this  time,  and no  lease  payments  are due or
accrued.


Item 3.                    Legal Proceedings

Turbodyne
---------
     In  August,   1998,  the  Company  executed  an  agreement  with  Turbodyne
Technologies, Inc. which was subsequently wrongfully repudiated by Turbodyne. On
October 2, 1998,  the Company  filed suit in the Superior  Court of the State of
California,  which case is entitled Pollution Research and Control Corp., Dasibi
Environmental  Corp. and Logan Medical Devices v. Turbodyne  Technologies,  Inc.
and Does 1 through 100,  inclusive,  Case No. BC 198 521. The complaint  alleges
that Turbodyne breached an agreement to purchase the Company's two subsidiaries,
Dasibi  Environmental  Corp. and Logan Medical Devices when Turbodyne  willfully
repudiated  its contract with the Company  shortly after signing and  delivering
it.  The  Complaint  alleges  that  Turbodyne's  actions  constituted  breach of
contract,  a breach of the covenant of good faith and fair dealing,  intentional
interference with prospective business advantage and negligent interference with
prospective  business  advantage.  The  Complaint  seeks  compensatory  damages,
punitive damages and declaratory relief.

Fidelity Funding
----------------
     In seeking to focus on its core  business  the  Company  attempted  to sell
Nutek. This attempt failed.  Management then decided that every effort should be
made to maximize the  liquidated  value of  fabrication  equipment  and that the
"printed circuit board" portion of Nutek,  Inc. had operating value as a vehicle
to eventually pay off deficiency  sums, if any, and unsecured  creditors.  Nutek
was therefore  placed into Chapter 11  reorganization.  The major secured lender
opposed this filing and at a June 19, 1998 hearing before the Bankruptcy  Court,
prevailed  against Nutek,  Inc. in having the Bankruptcy  Code's automatic stay,
imposed when the case was filed, vacated, to permit a secured lender sale of the
mortgaged  property based  principally upon the secured lender's  assertion that
the assets of Nutek,  Inc. were  insufficient to cover the amount of the secured
loans.  The  assertion was supported by a "new"  appraisal  which  management of
Nutek,  Inc. had not seen until the  proceedings  were  commenced by the secured
lender to vacate the  automatic  stay.  From an original  1996  appraisal  which
disclosed a forced  liquidation value for the mortgaged  property of $1,200,000,
the new  appraisal  indicated  an  apparent  value  of  approximately  $341,000.
Management believes that there is the possibility of questionable  activities on
the  "selling"  side in the  original  1996  purchase  of  Nutek,  Inc.  and the
financing  with the secured lender and appraisal  obtained and utilized,  and is
investigating the role of all parties involved in the acquisition and financing.
An auction sale was held by the secured  lender on July 28, 1998 which  realized
only  $160,000.  On July 1,  1998,  the  Company  received  a notice of  default
Judgment against the Company's  guarantee of debt entered in a Texas State court
in the sum of  $766,708.77.  The Company has  retained  Texas  counsel,  filed a
Notice of Removal of the Texas  State court case to the United  States  District


                                       13


<PAGE>



Court Northern  District of Texas,  Dallas  Division,  and has filed a Motion to
dismiss  and/or quash service of process and to set aside the Default  Judgment.
Although  the  matter  is still  pending,  the  amount of the  Default  Judgment
described  above has been reduced to  approximately  $400,000 by  collection  of
Nutek  receivables.  The Company has  established a reserve of $350,000 for this
matter.

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

     On May 6, 1998,  the Board of Directors  voted in favor of a reverse  stock
split of the Company's  issued and  outstanding  shares of common stock,  no par
value  per  share  (the  "Common  Stock")  on May 15,  1998 on the  basis of the
conversion of each four shares of Common Stock then issued and outstanding  into
one share of Common Stock (the  "Reverse  Split") and directed  that the Reverse
Stock Split be placed on the agenda for  consideration  by  shareholders  at the
Annual Meeting.  The Board of Directors believed that the per share price of the
Company's  Common  Stock  prior  to  May  15,  1998,   negatively  impacted  the
marketability of the existing  shares,  the amount and percentage of transaction
costs paid by individual  shareholders and the potential  ability of the Company
to raise capital by issuing new shares.

     At the Annual Meeting held on October 15, 1998, the  shareholders  approved
the Reverse Stock Split so that the number of issued and  outstanding  shares of
Common Stock of the Company was reduced from 8,673,732  shares to  approximately
2,168,433 shares,  based upon the total number of issued and outstanding  shares
of the Company's Common Stock as of May 15, 1998.

     An affirmative  vote of a majority of the shares of Common Stock present or
represented  by proxy and voting at the Annual Meeting was received for approval
of the proposal with the following vote:

         For                 1,588,397
         Against                55,736
         Abstain                10,147

     The  following  members of the Board of Directors  were  re-elected  at the
Annual Meeting with the following vote:

                                          Vote For            Withheld

         Albert E. Gosselin              1,617,689             36,591
         Gary L. Dudley                  1,618,399             35,881
         Craig E. Gosselin               1,615,398             38,882
         Barbara L. Gosselin             1,617,023             37,257
         Marcia Smith                    1,618,399             35,881
         Barry Soltani                   1,618,399             35,881

     Additionally,  the firm of AJ.  Robbins,  P.C. was elected as the Company's
auditors for the fiscal year ending December 31, 1998 with the following vote:

         For               1,537,058

                                       14


<PAGE>



         Against              107,673
         Abstain               9,549

                                       15


<PAGE>



                                     PART II

Item 5.        Market for Common Equity and Related Stockholder Matters

     The 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 1998 and
1997.  Quotations  represent  inter-dealer  quotations,  without  adjustment for
retail mark-ups,  mark-downs or commissions,  and may not necessarily  represent
actual transactions.

                                Fiscal 1998                    Fiscal 1997

Quarter Ended             High Bid     Low Bid          High Bid      Low Bid
-------------             --------     -------          --------      -------
Common Stock:
March 31                  $4.52        $ 2.52            $5.12         $2.76
June 30                    3.13          2.48             3.24          1.88
September 30               2.25           .26             2.76          1.36
December 31                1.25           .56             1.88           .64

     As of March 19, 1999, the  approximate  number of shareholders of record of
the Company's Common Stock was 1,100. The Company has never paid or declared any
dividends on its Common Stock and does not  anticipate  paying  dividends in the
foreseeable future.

     A one for four reverse split was approved by shareholders  during 1998 (See
Item 4.  "Submission of Matters to a Vote of Security  Holders.") and all values
pertaining to the Company's stock have been adjusted in this report. As of March
22,  1999,  there are  3,277,438  shares of Common  Stock  outstanding,  541,708
warrants and 915,500 options.

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

     The Company's  operating profit for fiscal 1994, 1995, 1996, 1997, and 1998
decreased  significantly  as  compared  to  fiscal  1993.  These  declines  were
principally because of significant  competitive price pressure for the Company's
air  pollution  monitoring  instruments,  thus  forcing the Company to lower its
domestic and foreign bids, reducing the number of the Company's bids awarded and
reducing the profit margin on the bids awarded to the Company.  In the middle of
1996 two  companies  were  acquired  in an attempt to  diversify  the  Company's
technology and to increase  profit  margins.  The revenue  increased in 1996 and
1997 due to these  acquisitions,  however the profit margin did not increase and
the additional overhead continued the downward trend for the Company.  Beginning
in the third  quarter of fiscal  1994,  the  Company  implemented  certain  cost
reduction  measures  in its  operating  expenses,  suspended  major new  product
development  efforts and scaled  back its efforts to improve or modify  existing
technologies in response to the competitive price pressures. Throughout 1995 and
1996 the Company shipped record numbers of instrumentation  units, but continued
competitive pricing pressure resulted in lowered gross margins. In July 1996 the
above  acquisitions  were  completed.   The  program  to  diversify  was  deemed
unsuccessful  and a  reorganization  was begun in early 1998  consisting  of the


                                       16


<PAGE>



disposition  of  acquired  subsidiary  assets  and  a  reduction  of  personnel.
Management  determined  that the focus of its core business should be redirected
to an attempt to achieve  designated  vendor status in the People's  Republic of
China. In June 1998 the Company was awarded the largest contract in its history,
in excess of $5 million dollars, in a designated vendor's status. Due to banking
factors  outside of the  control of the  contractual  parties no  revenues  were
obtained  during  1998.  This  banking  delay has  continued to the date of this
report.

     Net revenues in 1998 were $2,808,000  compared to $6,793,000 in 1997, a 59%
decrease.  The decrease was entirely  due to the  discontinuance  of  subsidiary
business.  The revenues for the core business were  essentially  the same as the
year before.

     Gross margin was 35% of  consolidated  net revenues in 1998 compared to 20%
of the  consolidated  revenues of 1997.  The increase in gross margin was due to
the disposition of the subsidiary businesses.

     Selling, general and administrative expenses decreased from a
consolidated $2,495,000 in 1997 to $1,584,000 in 1998.

     Research and development expense was essentially unchanged.

     Interest  expense  decreased  from  $233,000  in 1997 to  $28,000  in 1998,
primarily due to the elimination of subsidiary financing in 1997.

     Because  of the  disposition  of  subsidiary  assets  in 1998  the  Company
sustained a net loss from discontinued operations of $1,034,000.

     The core business  sustained a loss of $527,000 from continuing  operations
primarily due to increased  staffing and related expenses in anticipation of the
China contract performance which failed to commence during 1998.

     As a result  of the  foregoing  factors,  net loss was  $1,561,000  in 1998
compared to a net loss of $1,231,000 in 1997.

     Comprehensive  loss  is  comprised  of  the  foreign  currency  translation
adjustment  and  the  change  in  unrealized  gain  on  marketable   securities.
Comprehensive  loss was  $27,837 in 1998  compared  to a  comprehensive  loss of
$117,988 in 1997.

     The Company  initiated  attempts  to sell Nutek on February  16, 1998 which
were   unsuccessful  and  resulted  in  a  Chapter  XI  filing  with  subsequent
liquidation.

     Even though the 1997  liquidation  appraisal of the subsidiary Nutek assets
was  indicated as  approximately  $1,200,000,  the actual  liquidation  realized
$160,000  in  July  1998.  These  proceeds  plus  the  Nutek   receivables  were
approximatley  $400,000 short of the amount due under a guaranty by the Company.
A  reserve  of  $350,000  has  been  established  and is part  of the  indicated
$1,034,000 loss from discontinued operations.

                                       17


<PAGE>


Liquidity and Capital Resources

     The Company has historically  financed  operations  through bank borrowings
and the issuance of common stock in both public and private  offerings.  Current
market value of the Company's Common Stock does not preclude this approach as of
this date.

     Since January 1998, the Company has raised  $697,569 in private  placements
which  have  resulted  in the  issuance  of 854,005  shares of Common  Stock and
253,874 options and warrants.

     Working  capital at December 31, 1998 was $1,376,000.  Management  believes
that the  anticipated  cash flows from operations will be sufficient to meet the
Company's  short-term  cash  needs.  As of March 19,  1999,  the  Company had no
material commitments for capital expenditures.

     Cash  decreased  from  $515,000 at the end of 1997 to $64,000 at the end of
1998.  The inventory  purchased in  anticipation  of performance of the contract
with  China was  increased  $333,000  and  long-term  liabilities  were  reduced
$291,000 during 1998.

Seasonality
     Management does not believe that the Company's business is seasonal.

Year 2000 Compliance

     General.  The Company  believes it has  completed  all internal  efforts to
avoid the adverse effects of the Year 2000 issue.

     State of Readiness.  The Company received certifications of compliance from
all vendors deemed material to its business  operations during the first quarter
of 1999.

     Contingency  Plans.  The Company  believes it should not rely completely on
key vendor  compliance  certification.  Therefore  costs are being  incurred  to
enable the Company to utilize  alternative  design procedures to allow alternate
vendor supply.  These design changes are on-going and the costs are not expected
to be material.

     Risks.  The Company  presently does not  anticipate  any material  business
disruption  will occur as a result of Year 2000 issues.  The greatest  potential
risk appears to be with federal, state and local governments.

Item 7.           Financial Statements

     The Company's  Financial  Statements  and the related Notes thereto are set
forth at pages F-1 through F-23.

                                       18


<PAGE>



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

         None.


                                       19


<PAGE>




                                    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 the Company and Dasibi
Environmental Corp.

         Name                    Age         Position(s) With Company And Dasibi
         ----                    ---         -----------------------------------

Albert E. Gosselin, Jr. (1)       66         President, Chief Executive Officer
                                             and Chairman of the Board of
                                             Directors
Cynthia L. Gosselin               37         Operations Manager of Dasibi
Barbara L. Gosselin  (1)          63         Secretary and Director
Marcia A. Smith                   60         Director of Pollution Research and
                                             Control Corp.; Manager of
                                             Administration of Dasibi
                                             Environmental Corp.
Gary L. Dudley                    61         Director
Craig E. Gosselin (1)             39         Director
Barry Soltani                     42         Director

(1)  The  individuals  named above hold the identical  positions  indicated with
     Dasibi Environmental Corp. ("Dasibi")


     All  directors  hold office until the next annual  meeting of the Company's
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., and Barbara L. Gosselin, husband and wife, are the
parents 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 herein, no family  relationship exists between
or among any director or executive officer or the Company.

Business Experience

     Albert E.  Gosselin,  Jr.,  has served as the  President,  Chief  Executive
Officer and Chairman of the Board of Directors of the Company  (formerly "Dasibi
Environmental Corp." and "A.E. Gosselin Engineering, Inc.") and Dasibi (formerly
"Baral Engineering, Inc."), corporations  which  he co-founded  with  Barbara L.

                                       20


<PAGE>



Gosselin, since the organization of those corporations in December 1971 and July
1976, respectively. 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.  ("PRCC") 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 the 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.

     Cynthia L. Gosselin  served as the Chief  Financial  Officer of the Company
and Dasibi from May 1990 to January 1998,  when she resigned those positions and
became Operations Manager of Dasibi and the Company. 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. in business from the  University of California at
Long Beach in 1982.

     Barbara L.  Gosselin has served as an  executive  officer and a director of
the Company,  which she  co-founded  with Albert E.  Gosselin,  Jr., in December
1971, since its inception.  Mrs.  Gosselin has served in the office of Secretary
of the Company since April 1990 and,  from  inception  through  April 1990,  she
served as the Company's Chief Financial Officer.  Mrs.  Gosselin,  together with
Mr. Gosselin, co-founded Dasibi in July 1976 and she has served as the Secretary
and a  director  of  Dasibi  since  its  organization.  Mrs.  Gosselin  was  the
co-founder in 1966,  with Mr.  Gosselin,  of PRCC,  the Company's  former parent
corporation,  for which she served as an executive  officer and a director until
it was spun-off in October 1986.

     Marcia A. Smith has served as a director of the  Company  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 the Company  during the periods
since  June  1991 and from  1980  through  January  1991,  and he  served as the
Company's Vice President from 1979 through November 1986. Mr. Dudley also served
as an executive  officer and a director of PRCC,  the  Company's  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 in engineering  from  California
State University in 1962 and a Masters Degree in Mechanical Engineering from the
University of Southern California in 1966. Mr. Dudley is a registered mechanical
engineer  in  the  State  of  California  and a  member  of the  Association  of
Environmental Professionals.

                                       21


<PAGE>



     Craig E.  Gosselin has served as a director of the Company and Dasibi since
October 1987. 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  manufacturer,  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  from Loyola  Marymount  University in 1981 and a Juris
Doctor from Southwestern University School of Law in 1984.

     Barry  Soltani   received  a  PhD  in  economics  from  the  University  of
California,  Riverside in 1989,  his Master's from the University of California,
Riverside in 1983, and graduated from San Diego State  University in 1981 with a
B.B.A. in economics.  Dr. Soltani is directly involved in funding for industrial
development projects in China and since 1993 has been an independent  consultant
in corporate  finance for joint  ventures in China.  Dr. Soltani has served as a
director of the Company  since April 22, 1997.  Since 1989, he has served as the
President and a director of PIC  Computers,  Ltd.,  Macau, a Macau company owned
50% by him  and  Mr.  Mehrdad  Etemad,  each of  whom  is the  record  owner  of
approximately 7% of the Company's  outstanding  shares of Common Stock, which is
engaged in the  marketing,  resale and wholesale  distribution  of computers and
computer-related equipment.

     The Company,  Albert E. Gosselin,  Jr., President,  Chief Executive Officer
and Chairman of the Board of Directors of the Company,  and Cynthia L. Gosselin,
Operations  Manager of Dasibi and former Chief Financial  Officer of the Company
were named as defendants in Case Number  1.94CV01425 filed by the Securities and
Exchange  Commission  in the United  States  District  Court for the District of
Columbia on June 28, 1994. The Commission alleged in the Complaint for Permanent
Injunction  and Other  Relief,  among  other  things,  that the  Company and Mr.
Gosselin committed  numerous  violations of the federal securities laws in 1989,
1990  and  1991,  including   disseminating   materially  false  and  misleading
information   about  the  Company  to  the  investing   public   through  public
announcements  and  filings  with the  Commission  relating,  primarily,  to the
Company's  acquisition  and  subsequent   disposition  of  two  companies,   Air
Instruments  and  Measurements,  Inc.  and  Environmental  Information  Systems.
Additionally,  the  Complaint  alleged that the Company's  financial  statements
incorrectly  reported  inventory figures and failed to reflect timely write-offs
of uncollectible accounts receivable and that the Company materially understated
annual and quarterly  losses  during this period.  The  allegations  against Ms.
Gosselin were that she served as the Company's Chief Financial  Officer and that
she was responsible for the Company's  inadequate books and records and internal
controls  during this  period.  The  Commission  also  alleged  that the Company
violated the federal  securities laws in connection with an unregistered  public
distribution of securities.  The Commission sought to enjoin the defendants from
engaging  in the  future in  similar  illegal  acts and  practices  and to order
defendant Albert E. Gosselin, Jr., to pay civil penalties. On July 14, 1994, the
defendants,  without  admitting  or  denying  any  of  the  allegations  of  the
Complaint,  consented to the entry of Final Judgment of Permanent Injunction and
Other  Relief  (the "Final  Judgment").  The Final  Judgment as to Mr.  Gosselin
required him to pay a civil penalty in the amount of $25,000.




                                       22


<PAGE>



 Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  executive  officers and directors,  and persons who own more than
ten percent of a registered  class of the Company's 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
the  Company.  Executive  officers,  directors  and  greater  than  ten  percent
shareholders are required by Commission  regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Company's knowledge, based
solely on a review of the copies of such reports  furnished to the Company,  and
representations that no other reports were required during the fiscal year ended
December 31, 1998, the Company's executive officers,  directors and greater than
ten per cent  beneficial  owners of its 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 the Company for the fiscal years ended December 31, 1996, 1997, and 1998
to the  Company's  President  and  Chief  Executive  Officer  who was  the  only
executive  officer of the Company whose  aggregate  cash  compensation  exceeded
$100,000 for the 1998 fiscal year.


                                              SUMMARY COMPENSATION TABLE

                                                  Annual Compensation

                                                                  Long Term
                                                            Compensation Awards
                                                           Securities Underlying
Name and Principal Position             Year      Salary      Options/SARs(#) 
----------------------------            ----      ------    --------------------
Albert E. Gosselin, Jr., President,     1998      $ 202,223          --
Chief Executive Officer and             1997      $ 151,000          --
Chairman of the Board                   1996      $ 211,925        55,000

     The Company does 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.

                                       23


<PAGE>




Employment Agreements

     The Company has 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 (the "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.  (See
"Executive   Compensation"   under  this  Item  10.   "Executive   Compensation"
hereinabove.) The Agreement further obligates the Company to permit Mr. Gosselin
to participate in the Company's 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 the Company.  Under the
Agreement,  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 the 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 the Company's assets or securities and
the material  downsizing or dissolution of the Company.  If such an event occurs
during  fiscal 1999,  Mr.  Gosselin  would be entitled to receive  $627,900 as a
severance payment.

     The Company's employment agreement with Cynthia L. Gosselin first commenced
on July 20, 1994,  was amended on February 9, 1998 and continues  through August
31, 2003.  Marcia  Smith's  employment  agreement  commenced on June 9, 1997 and
continues through August 31, 2003 The agreements provide for the payment to them
of a base salary of $75,000  during each  one-year  period  ended July 20, 1997,
through 2003 and annual  increases in the  discretion of the Board of Directors.
Pursuant to the employment agreements, they are required to be reimbursed by the
Company for their expenses  incurred in connection with the performance of their
responsibilities.  In the event of their  death or  disability,  the  agreements
provide for their  salary to continue for six months  thereafter.  They are also
entitled to participate in any Company health,  life  insurance,  group medical,
disability income insurance and/or stock option plan. The employment  agreements
provide that they are entitled to a lump sum  severance  payment  equivalent  to
2.99  times  their  current  salary  in the  event of their  termination  within
eighteen  months after a "change in control" of the  Company,  as defined in the
Company's  Employment  Agreement  with Mr. Albert E.  Gosselin,  Jr.,  described
hereinabove.  They would each be  entitled  to  receive a  severance  payment of
$224,250 if a change in control of the Company occurs during fiscal 1999.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 19, 1999,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company 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

                                       24


<PAGE>



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.

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

Ronald Patterson                             358,666    (3)            10.5 %

Albert E. and Barbara L. Gosselin, Jr.       284,057    (4)             8.5 %

Barry Soltani                                235,000    (5)             7.1 %

Mehrdad Etemad                               225,000                    6.8 %

Phillip Huss                                 183,332    (6)             5.4 %

Lee N. Sion                                  164,125    (7)             4.9 %

Gary L. Dudley                                47,500    (8)            1.4 %

Marcia A. Smith                               30,320    (9)              *

Craig E. Gosselin                             16,250    (10)             *


All Executive Officers and Directors as
a Group (seven persons)                                                17.0 %

*    Less than one percent

(1)  The address of Mr. Lee Sion is P.O. Box 910,  Glendale,  California  91209.
     The  addresses  of the rest of the  individuals  named  above is 506  Paula
     Avenue, Glendale, California 91201.

(2)  Assumes the exercise of  outstanding  options and warrants  specific to the
     referenced  party,  the  denominator of which is made up of the outstanding
     shares of Common Stock plus those specific warrants and options.

(3)  Includes  133,333  shares of Common Stock  issuable upon the exercise of an
     option owned of record by Ronald Patterson.

(4)  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 3,833  shares of Common  Stock owned of
     

                                       25


<PAGE>



     record  collectively by Craig. E., Cynthia L., and Jennifer  Gosselin,  the
     adult children of Albert E. and Barbara Gosselin,  Jr., as to which Mr. and
     Mrs.  Gosselin disclaim any benefical  ownership.  Mr. & Mrs. Gosselin hold
     their  shares of Common Stock as  community  property  and  exercise  joint
     voting and investment power with respect to such shares.

 (5) Includes  10,000  shares of Common Stock  issuable  upon the exercise of an
     option owned of record by Barry Soltani and exercisable within 60 days.

(6)  Includes  116,666  shares of Common  Stock  issuable  upon the  exercise of
     options owned of record by Phillip Huss.

(7)  Includes  21,875  shares of Common  Stock  issuable  upon the  exercise  of
     options owned of record by Lee N. Sion which is exercisable within 60 days.

(8)  Represents  27,500  shares of Common  Stock  issuable  upon the exercise of
     options  owned of record by Gary L. Dudley which is  exercisable  within 60
     days.

(9)  Includes  28,750  shares of Common Stock  issuable  upon the exercise of an
     option owned of record by Marcia Smith, and exercisable within 60 days.

(10) 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

     On May 8, 1998,  the  Company  issued an  aggregate  of 100,000  and 20,000
shares of Series A Preferred Stock to each of Messrs.  Albert E. Gosslein,  Jr.,
and  Gary  L.  Dudley,  executive  officers  and/or  directors  of the  Company,
respectively,  in consideration  for the amounts of $50,000 and $10,000 in cash,
respectively.  Each share of Series A Convertible  Preferred Stock was converted
into and exchanged for one share of Common Stock on March 17, 1999.

     The Company issued a total of 225,000 shares of Series B Preferred Stock to
each  of Dr.  Barry  Soltani  and  Mr.  Mehrdad  Etemad  on  June  24,  1998  in
consideration  for  the  sale  to  the  Company  of  a  facility   comprised  of
approximately  3000 square feet known as the "Macau  Technician  Service  Office
Center"  located  at Units E and F,  Iau Luen  Building,  #15 Rua  Ferreira,  Do
Amaral,  Macau.  The  facility has been leased to PIC  Computers,  Ltd., a Macau
corporation  owned by Dr.  Soltani and Mr.  Etemad,  pursuant to a "triple  net"
lease  agreement  for a period of five years at a rental  rate of  approximately
$8,000 per month.  Each share of Series B Preferred Stock was converted into one
share of Common Stock on March 17, 1999.




                                       26


<PAGE>



Item 13.          Exhibits and Reports on Form 8-KA

         (a)      Exhibits

                  The exhibits  listed in the Exhibit Index located at Pages E-1
through E-155 are filed pursuant to Item 13(a) of this Report.

         (b)      Reports on Form 8-KA

                  The  Company  filed one report on Form 8-KA on August 28, 1998
disclosing that Turbodyne Technology,  Inc. unilaterally terminated an agreement
theCompany and Turbodyne had executed  pursuant to which Turbodyne had agreed to
acquire  two of  the Company's w holly-owned  subsidiaries, Dasibi Environmental
Corp. and Logan Medical Devices.

                                       27


<PAGE>


                                   SIGNATURES

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

Date:  March 22, 1999                 POLLUTION RESEARCH AND CONTROL CORP.
                                                (Registrant)

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

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

Date:  March 22, 1999                  /s/ Albert E. Gosselin, Jr.
                                       -----------------------------------------
                                       Albert E. Gosselin, Jr., President, Chief
                                       Executive Officer and Chairman of the
                                       Board of Directors
                                      (Principal Executive Officer)


Date:  March 22, 1999                            /s/ Barbara L. Gosselin
                                                --------------------------------
                                                Barbara L. Gosselin, Director

Date:  March 22, 1999                            /s/ Gary L. Dudley
                                                --------------------------------
                                                Gary L. Dudley, Director

Date:  March 22, 1999                            /s/ Marcia A. Smith
                                                --------------------------------
                                                Marcia A. Smith, Director

Date:  March 22, 1999                           /s/ Craig E. Gosselin
                                                --------------------------------
                                                Craig E. Gosselin, Director

Date:  March 22, 1999                            /s/ Barry Soltani
                                                --------------------------------
                                                Barry Soltani, Director


                                       28

<PAGE>

                                      INDEX
                                      -----

                                                                         Page
                                                                         ----

Independent Auditors' Report                                              F-2

Consolidated Balance Sheet                                                F-3

Consolidated Statements of Operations and Comprehensive Loss              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>






                          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, 1998,  and the
related   consolidated   statements  of  operations  and   comprehensive   loss,
stockholders'  equity and cash flows for the years ended  December  31, 1998 and
1997.  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 audit 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, 1998, and the consolidated
results of their  operations  and their cash flows for the years ended  December
31, 1998 and 1997 in conformity with generally accepted accounting principles.

                                                AJ. ROBBINS, P.C.
                                                CERTIFIED PUBLIC ACCOUNTANTS
                                                AND CONSULTANTS

Denver, Colorado
February 12, 1999

                                      F-2

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1998
                             -----------------------

 
                                     ASSETS
                                     ------


CURRENT ASSETS:
     Cash                                                             $   63,951
     Accounts receivable, trade, less allowance
        for doubtful accounts of $4,734                                  217,869
     Accounts receivable, related party                                  227,938
     Due from factor                                                      55,164
     Inventories                                                       1,627,155
     Other current assets                                                  9,080
                                                                      ----------

                  Total Current Assets                                 2,201,157
                                                                      ----------



PROPERTY, EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS, less accumulated                                     
   depreciation and amortization of $183,979                            111,495
                                                                      ----------

OTHER ASSETS:
     Technical Service Center                                            600,000
     Patents                                                              23,509
                                                                      ----------

                  Total Other Assets                                     623,509
                                                                      ----------

                                                                      $2,936,161
                                                                      ==========

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-3
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1998
                             -----------------------



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

CURRENT LIABILITIES:
     Accounts payable, trade                                        $   256,693
     Accrued liabilities                                                568,062
                                                                    -----------

                  Total Current Liabilities                             824,755

DEFERRED RENT                                                            58,134
                                                                    -----------

                  Total Liabilities                                     882,889
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, 20,000,000 shares authorized:                       
      Series A, $.01 par value, 220,000 shares
        issued and outstanding, distribution upon
        liquidation equal to the offering price                           2,200
      Series B, $.01 par value, 450,000 shares issued
        and outstanding, distribution upon liquidation
        equal to the offering price                                       4,500
      Common stock, no par value, 30,000,000 shares                  
        authorized, 2,368,439 issued and outstanding                  6,704,195
      Additional paid-in capital                                        928,831
      Accumulated deficit                                            (5,586,454)
                                                                    -----------

                  Total Stockholders' Equity                          2,053,272
                                                                    -----------

                                                                    $ 2,936,161
                                                                    ===========


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                               POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                  FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                                                        1998                   1997
                                                                    -----------             -----------
<S>                                                                 <C>                     <C>        
NET REVENUES                                                        $ 2,807,511             $ 3,072,600

COST OF GOODS SOLD                                                    1,816,350               2,246,712
                                                                    -----------             -----------

GROSS PROFIT                                                            991,161                 825,888
                                                                    -----------             -----------
OPERATING EXPENSES:
     Selling, general and administrative                              1,583,679               1,695,889
     Research and development                                            20,175                  36,903
                                                                    -----------             -----------

                  Total Operating Expenses                            1,603,854               1,732,792
                                                                    -----------             -----------

LOSS FROM OPERATIONS                                                   (612,693)               (906,904)
                                                                    -----------             -----------
OTHER INCOME (EXPENSE):
     Gain on sale of marketable securities                                6,428                  82,896
     Other income                                                       101,000                    --
     Interest income                                                      6,029                   3,499
     Interest expense                                                   (27,961)                (16,097)
                                                                    -----------             -----------

                  Net Other Income (Expense)                             85,496                  70,298
                                                                    -----------             -----------
LOSS FROM CONTINUING OPERATIONS, BEFORE INCOME
   TAXES (BENEFIT)                                                     (527,197)               (836,606)
                                                                    -----------             -----------
PROVISION (BENEFIT) FOR INCOME TAXES:
     Current                                                               --                    (9,800)
     Deferred                                                              --                   335,000
                                                                    -----------             -----------
                  Total Provision (Benefit) for Income Taxes               --                   325,200
                                                                    -----------             -----------

LOSS FROM CONTINUING OPERATIONS                                        (527,197)             (1,161,806)
                                                                    -----------             -----------
LOSS FROM DISCONTINUED OPERATIONS:

     Loss from operations, less applicable
       income tax benefit of $-0-  and $390,000                        (115,301)                (69,166)

     Loss on disposal/abandonment, less applicable
       income tax benefit of $-0-                                      (918,411)                   --
                                                                    -----------             -----------

                  Total Loss From Discontinued Operations            (1,033,712)                (69,166)
                                                                    -----------             -----------

NET LOSS                                                             (1,560,909)             (1,230,972)
                                                                    -----------             -----------
OTHER COMPREHENSIVE LOSS:
     Foreign currency translation adjustment                            (24,587)                (22,238)
     Change in unrealized gain on marketable securities                  (3,250)                (95,750)
                                                                    -----------             -----------

                  Total Other Comprehensive Loss                        (27,837)               (117,988)
                                                                    -----------             -----------

COMPREHENSIVE LOSS                                                  $(1,588,746)            $(1,348,960)
                                                                    ===========             ===========
NET LOSS PER SHARE - Basic and Diluted:
     Continuing operations                                          $      (.23)            $      (.54)
     Discontinued operations:
         Loss from operations                                              (.05)                   (.03)
         Loss on disposal                                                  (.40)                   --
                                                                    -----------             -----------
                                                                    $      (.68)            $      (.57)
                                                                    -----------             -----------
Weighted Average Shares                                               2,283,093               2,168,433
                                                                    ===========             ===========
                         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                   F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                      FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998

                                                                                                      
                                                                                                     
                                                                    Series A                  Series B          
                                     Common Stock                Preferred Stock           Preferred Stock     
                                -----------------------      ----------------------     ------------------------   
                                 Shares        Amount         Shares        Amount        Shares         Amount     
                                ---------    -----------     ---------    ---------     ---------      ---------    
<S>                             <C>          <C>             <C>            <C>          <C>            <C>

Balances,                       2,168,433    $ 6,588,980           --     $      --            --      $      --
   December 31, 1996

Change in unrealized gain            --             --             --            --            --             --
   on marketable securities

Change in unrealized                 --             --             --            --            --             --
   foreign currency
   translation loss

Net loss for the year                --             --             --            --            --             --
                              -----------    -----------    -----------   -----------   -----------    -----------

Balances,                       2,168,433      6,588,980           --            --            --             --
   December 31, 1997

Sale of common stock, net         231,256        202,072           --            --            --             --
   of offering costs of
   $49,997

Sale of preferred stock              --             --          220,000         2,200          --             --

Issuance of preferred                --             --             --            --         450,000         4,500
   stock for the Technical
   Service Center

Forgiveness of notes              (31,250)       (86,857)          --            --            --             --

Stock-based compensation             --             --             --            --            --             --
   expense recognized

Change in unrealized gain            --             --             --            --            --             --
   on marketable securities

Change in unrealized                 --             --             --            --            --             --
   foreign currency
   translation loss

Net loss for the year                --             --             --            --            --             --
                              -----------    -----------   -----------    -----------   -----------     -----------

Balances,                       2,368,439    $ 6,704,195        220,000   $     2,200       450,000     $     4,500
                              ===========    ===========    ===========   ===========   ===========     ===========
   December 31, 1998


                                                  F-6 (Continued on following page)
<PAGE>

                                     POLLUTION RESEARCH AND CONTROL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                                          FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
                                 
                                                                                              Unrealized               
                                                                               Unrealized      Foreign                 
                                   Notes Due    Additional                      Gain on       Currency         Total     
                                   From Sale     Paid-In      Accumulated      Marketable   Translation     Stockholders'
                                   Of Stock       Capital        Deficit       Securities       Gain          Equity     
                                 ------------   ----------    -----------      ----------   ------------   -------------- 

Balances,                        $   (86,857)   $   145,764    $(2,794,573     $  99,000    $    46,825    $ 3,999,139
   December 31, 1996

Change in unrealized gain               --             --            --          (95,750)          --          (95,750)
   on marketable securities

Change in unrealized                    --             --            --             --          (22,238)       (22,238)
   foreign currency
   translation loss

Net loss for the year                   --             --      (1,230,972)          --             --       (1,230,972)
                                 -----------    -----------   -----------    -----------    -----------    -----------  

Balances,                            (86,857)       145,764    (4,025,545)         3,250         24,587      2,650,179
   December 31, 1997

Sale of common stock, net               --             --            --             --             --          202,072
   of offering costs of
   $49,997

Sale of preferred stock                 --          107,800          --             --             --          110,000

Issuance of preferred                   --          595,500          --             --             --          600,000
   stock for the Technical
   Service Center

Forgiveness of notes                  86,857           --            --             --             --             --

Stock-based compensation                --           79,767          --             --             --           79,767
   expense recognized

Change in unrealized gain               --             --            --           (3,250)          --           (3,250)
   on marketable securities

Change in unrealized                    --             --            --             --          (24,587)       (24,587)
   foreign currency
   translation loss

Net loss for the year                   --             --      (1,560,909)          --             --       (1,560,909)
                                 -----------    -----------   -----------    -----------    -----------    ----------- 

Balances,                        $      --      $   928,831   $(5,586,454)   $      --      $      --      $ 2,053,272
   December 31, 1998             ===========    ===========   ===========    ===========    ===========    ===========  
   

                             SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                             F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                    POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                                                               1998                  1997
                                                                           ------------           -----------
<S>                                                                        <C>                     <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
     Reconciliation  of net income  (loss) to net cash flows
      (used in) operating activities:
         Net income (loss)                                                 $(1,560,909)           $(1,230,972)
         Loss on disposition/abandonment of operations                         918,411                   --
         Depreciation and amortization                                          90,034                229,025
         Deferred rent                                                         (11,534)                 3,466
         Deferred income taxes                                                    --                  (55,000)
         Stock-based compensation expense                                       54,977                   --
     Changes in operating assets and liabilities:
         Accounts receivable, trade, net                                         8,384              1,064,863
         Accounts receivable, related party                                    (20,389)                  --
         Inventories                                                           123,717                 62,191
         Due from factor                                                       (55,164)                  --
         Other current assets                                                    4,769                  4,242
         Secured overdraft facility                                             22,794                 58,021
         Accounts payable, trade                                                96,708               (333,656)
         Accounts payable, officer                                             (12,497)                   176
         Accrued liabilities                                                    (3,242)                58,091
         Customer advances                                                    (143,695)                92,875
         Income taxes payable                                                     --                   (9,800)
         Other assets                                                              (14)                11,527
                                                                           -----------            -----------

                Net Cash Flows (Used in) Operating Activities                 (487,650)               (44,951)
                                                                           -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property, equipment and                                       (1,919)                (9,838)
      leasehold improvements
     Other                                                                         515                   --
                                                                           -----------            -----------

                Net Cash Flows (Used in) Investing Activities                   (1,404)                (9,838)
                                                                           -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                    252,069                   --
     Payment of offering costs                                                 (25,207)
     Advances on notes payable                                                    --                3,774,645
     Payments on notes payable                                                (267,674)            (3,799,180)
     Additions to long term debt                                                  --                  100,000
     Payments of long term debt                                                (15,565)              (221,368)
     Payments of long term debt - related parties                              (14,517)                (5,413)
     Proceeds from issuance of preferred stock                                 110,000                   --
                                                                           -----------            -----------

               Net Cash Flows (Used In) Provided
                 by Financing Activities                                        39,106               (151,316)
                                                                           -----------            -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                         (1,323)                (1,843)
                                                                           -----------            -----------

(DECREASE) IN CASH                                                            (451,271)              (207,948)
CASH, beginning of year                                                        515,222                723,170
                                                                           -----------            -----------

CASH, end of year                                                          $    63,951            $   515,222
                                                                           ===========            ===========

Supplemental Cash Flow Information:
See Note 17

                            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, 1998 AND 1997
                 ----------------------------------------------

NOTE 1 - BUSINESS ACTIVITY AND MANAGEMENT'S PLANS

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").
Pollution  Research and Control Corp. also designed and manufactured  electrical
control panels and medical instrumentation through its wholly-owned subsidiaries
Nutek, Inc. ("Nutek"),  and Logan Medical Devices, Inc. ("LMD") and LMD's wholly
owned subsidiary, Logan Research Limited ("LRL"),  respectively.  The operations
of Nutek and LRL were discontinued in April 1998 and February 1998, respectively
(Note 9).

In 1998,  Dasibi was awarded a $5.2  million  contract to install an eleven city
air monitoring  network in the Peoples  Republic of China.  Dasibi's  ability to
perform  under the terms of the  agreement  between  Dasibi  and China  National
Technical  Import  and  Export  Corporation  and  China  Green  Enterprises,  is
contingent  upon  Dasibi  obtaining  working  capital  to  finance  the  cost of
equipment,  training  and  contingencies.  Management  is  currently  working on
securing the working capital  financing,  which is expected to close in the near
future.

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.

Revenue Recognition
-------------------
Revenue is recognized upon shipment of products.

Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is determined on the
first-in first-out (FIFO) basis.

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 $79,427 and
$190,047 for the years ended December 31, 1998 and 1997, respectively.


                                      F-8
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill
--------
Goodwill had been  previously  recorded in connection  with the  acquisition  of
Logan Medical  Devices,  Inc. and was being amortized on a  straight-line  basis
over 40 years.  Amortization  of goodwill was $7,003 for the year ended December
31,  1997.  The  goodwill  was  eliminated  upon the  discontinuance  of Logan's
operation (Note 9).

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  Notes 13 and 14 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 funds 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 and accrued
expenses approximate fair value because of the short maturity of these items.


                                      F-9


<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in Equity Securities
--------------------------------
Management  determines  the  appropriate  classification  of its  investments in
equity securities at the time of purchase and reevaluates such determinations at
each balance sheet date. The Company has classified its investment  portfolio as
available  for sale.  Available  for sale  securities  are stated at fair market
value with  unrealized  gains and losses  included  as a separate  component  of
stockholders' equity. Realized gains and losses are included in earnings and are
derived using the specific identification method.

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 such evaluations  indicate the future  undiscounted cash flows
of certain  long-lived  assets are not sufficient to cover the carrying value of
such assets, the assets are adjusted to their fair values.

Research and Development Costs
------------------------------
Research and development costs are charged to operations as incurred.

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.  A valuation  allowance has
been  established for the entire deferred tax asset as management  believes that
it is more likely than not that a tax benefit will not 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.


                                      F-10
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassification
----------------
Certain  amounts  reported in the Company's  financial  statements  for the year
ended  December 31, 1997 have been  reclassified  to conform to the current year
presentation.

Comprehensive Income
--------------------
In 1998, the Company  adopted FASB Statement No. 130,  "Reporting  Comprehensive
Income". This statement establishes rules for reporting comprehensive income and
its  components,  which  include net income and all other  changes in net assets
from non-owner  sources.  The Company has changed the format of its statement of
operations to present  comprehensive  income,  and has restated prior periods to
conform to the standard.

Segment Reporting
-----------------
In 1997, the Company adopted FASB Statement No. 131,  Disclosures About Segments
of An Enterprise and Related  Information.  Information  regarding the Company's
reportable segments are disclosed in footnote 18.

Year 2000 Issues
----------------
Many computer systems and other equipment with embedded chips or microprocessors
may not be able to appropriately interpret dates after December 31, 1999 because
such  systems  use only two digits to  indicate a year in the date field  rather
than four digits.  If not corrected,  many  computers and computer  applications
could  fail or  create  miscalulations,  causing  disruptions  to the  Company's
operations.  In addition,  the failure of customer and supplier computer systems
could  result  in  interruption  of sales  and  deliveries  of key  supplies  or
utilities.  Because  of the  complexity  of the issues and the number of parties
involved,  the Company  cannot  reasonably  predict with certainty the nature or
likelihood of such impacts.

Using internal staff and outside consultants, the Company is actively addressing
this situation and  anticipates  that it will not experience a material  adverse
impact to its operations,  liquidity or financial  condition  related to systems
under its control.  The Company has  addressed the Year 2000 issue by purchasing
and installing Year 2000 compatible  software and computers,  assessing critical
business  relationships  requiring  modification  prior to 2000  and  developing
contingency  and business  continuation  plans to mitigate any disruption of the
Company's operations arising from the Year 2000 issue.

The Company is in the process of implementing a plan to obtain  information from
its  external  service  providers,  significant  suppliers  and  customers,  and
financial  institutions to confirm their plans and readiness to become Year 2000
compliant, in order to better understand and evaluate how their Year 2000 issues
may affect the Company's operations.  The Company currently is not in a position
to assess this aspect of the Year 2000 issue, however, the Company plans to take
the necessary steps to provide itself with reasonable assurance that its service
providers,  suppliers,  customers  and  financial  institutions  are  Year  2000
compliant.

                                      F-11

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

While the Company believes that its own internal assessment and planning efforts
with respect to external service providers,  suppliers,  customers and financial
institutions  are and will be adequate to address its Year 2000 concerns,  there
can be no assurance  that these  efforts will be  successful  or will not have a
material adverse effect on the Company's operations.

NOTE 3 - MARKETABLE SECURITIES

During 1997 the Company sold 86,000 of Atlanta  Technology  Group,  Inc.  (ATYG)
shares,  realizing  net  proceeds  and a gain of $82,897  since the shares  were
carried at $-0-.  The  remaining  13,000  shares were sold during the year ended
December 31, 1998, realizing net proceeds and a gain of $6,428.

NOTE 4 - INVENTORIES

Inventories at December 31, 1998 consisted of the following:

Raw materials                                            $         836,157
Work in process                                                    419,936
Finished goods                                                     371,062
                                                         -----------------

     Total                                               $       1,627,155
                                                         =================

Inventories at December 31, 1998 include overhead of $429,374.

NOTE 5 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements at December 31, 1998 consisted of
the following:

Machinery and equipment                                  $          79,728
Furniture and fixtures                                              28,555
Leasehold improvements                                             187,191
                                                         -----------------
                                                                   295,474
Less accumulated depreciation and amortization                     183,979

                                                         $         111,495
                                                         =================

                                      F-12

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 6 - OTHER ASSETS

In June 1998, the Company  purchased a technical  service  center  including two
property units comprised of a modern office facility and a technical  laboratory
(The Tech Center), valued at $600,000.

The Tech  Center  is to be used to  provide  technical  and  project  management
services  in  connection  with  the  contract  to  install  an  eleven  city air
monitoring network in the Peoples Republic of China. See Notes 1 and 16.

NOTE 7 - ACCRUED LIABILITIES

Accrued liabilities at December 31, 1998 consisted of the following:

Accrued settlement loss - Nutek                            $         349,397
Accrued payroll and related taxes                                    161,834
Accrued vacation                                                      25,013
Current portion of deferred rent                                      23,012
Other                                                                  8,806
                                                           -----------------

     Total                                                 $         568,062
                                                           =================

NOTE 8 - 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, 1998  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
$58,135 as long term, respectively.


                                      F-13
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 9 - DISCONTINUED OPERATIONS

Nutek -
In April 1998, Nutek filed for protection under the Federal  Bankruptcy Code. In
June  1998,  as a  result  of  the  major  secured  lender's  opposition  to the
Bankruptcy  Code's  automatic  stay, the Bankruptcy  Court permitted the sale of
Nutek's  mortgaged  property,  to satisfy the working capital  facility and term
loan  obligations  to the major  secured  lender,  based upon the major  secured
lenders assertion that the assets of Nutek were insufficient to cover the amount
of the secured  obligation.  The  assertion was supported by an appraisal of the
assets,  which differed  significantly from the original appraisal obtained upon
the purchase of Nutek in 1996. Management believes that there is the possibility
of questionable  activities in the 1996 purchase of Nutek and the financing with
the secured lender and appraisal obtained and utilized, and is investigating the
role of all parties involved in the acquisition and financing. Additionally, the
unsecured notes payable to Nutek's former stockholders and to a family member of
an  employee  were not  repaid.  The  results  of  operations  for Nutek for the
respective periods are reported as a component of discontinued operations in the
consolidated  statements of operations.  Additionally,  the loss incurred on the
disposition/abandonment  of assets and liabilities is also presented  separately
as a component of discontinued operations.

Logan Research, Ltd. -
In February 1998, the Company disposed of LRL, through a return of 100% of LRL's
stock to its original owner in exchange for release from a $300,000 note payable
and $47,250 of related accrued interest.  Unsecured  advances from an officer of
LRL were not repaid. The results of operations of LRL for the respective periods
are  reported as a component  of  discontinued  operations  in the  consolidated
statements of operations. Additionally, the gain (loss) incurred on the disposal
of LRL is also presented separately as a component of discontinued operations.

Summarized results of operations for Nutek for the years ended December 31, 1998
and 1997 are as follows:
                                                  1998             1997
                                              -------------     -------------

Net sales                                     $     731,636     $   3,299,687
                                              =============     =============

Operating loss                                $      61,778     $     143,755
                                              =============     =============

Loss (income) on discontinued operations      $      82,133     $     (58,752)
                                              =============     =============

Summarized  results of operations  for LRL for the years ended December 31, 1998
and 1997 are as follows:
                                                    1998             1997
                                               -------------     -------------

Net sales                                      $      49,313     $     420,480
                                               =============     =============

Operating loss                                 $      25,741     $      99,497
                                               =============     =============

Loss (income) on discontinued operations       $      33,168     $     127,918
                                               =============     =============

                                      F-14

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 10 - NOTES PAYABLE

In May  1997,  the  Company  entered  into an  extension  of its line of  credit
agreement with a bank, which provided  borrowings of up to $200,000 through June
3, 1998.  Borrowings under this agreement bore interest at the bank's prime rate
plus 2% and was collateralized by substantially all of the Company's assets. The
agreement  contained  several  restrictive  covenants common to lines of credit,
including certain tangible net worth and current ratio requirements. The balance
outstanding at December 31, 1997 was $140,000.  The line of credit agreement was
not renewed and the outstanding balance was repaid during 1998.

NOTE 11 - DUE FROM FACTOR

In September 1998, the Company entered into a factor  agreement with Tri Capital
Finance Corp. to factor its accounts receivable up to $500,000. The Company will
receive  up to 80% of the  receivables  at the time of  factoring.  The  Company
assigns  substantially  all of its domestic  accounts  receivable  to the factor
without  recourse  under  the  terms  of the  agreement  and  the  factor  has a
continuing security in the Company's receivables.  A corporate guaranty has been
given to the factor by the Company.

NOTE 12 - INCOME TAXES

The income tax  provision  (benefit)  for the years ended  December 31, 1998 and
1997  differs  from the  computed  expected  provision  (benefit) at the federal
statutory rate for the following reasons:

                                                            1998         1997
                                                         ---------    ---------
Computed expected income tax provision (benefit)         $(165,000)   $(291,000)
Non-deductible meals and entertainment                       3,000        2,000
Temporary  differences for items
 deductible from (includible in) taxable
 income in future years:
         Depreciation                                        1,000        1,000
         Inventory valuation allowance                      (5,000)      29,000
         Bad debt allowance                                   --         (2,000)
State income taxes, net of federal income tax effect       (23,000)     (37,000)
Net operating loss carryforward unutilized (utilized)      189,000      298,000
Alternative minimum tax                                       --         (9,800)
Increase to valuation allowance                               --        335,000
                                                         ---------    ---------

     Income tax provision                                $    --      $ 325,200
                                                         =========    =========


                                      F-15
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 12 - INCOME TAXES (Continued)

The  components  of the deferred tax assets and  liabilities  as of December 31,
1998 were as follows:

                                                                     1998    
Deferred tax assets:                                             -----------
Temporary differences:
     Allowance for doubtful accounts                             $     2,000
     Inventory valuation allowance                                    31,000
     Accrued expenses                                                 14,000
     Stock based compensation                                         70,000
     Loss on joint venture investment                                 66,000
     Tax depreciation in excess of book depreciation                 (13,000)
     Net operating loss carryforward                               1,588,000
     Less valuation allowance                                     (1,758,000)
                                                                 -----------

     Net long-term deferred tax liability                        $      --
                                                                 ===========

The components of the deferred tax expense were as follows:

                                                                     1998
                                                                 -----------
     Allowance for doubtful accounts                             $     1,000
     Inventory valuation allowance                                     5,000
     Accrued expenses                                                 (1,000)
     Stock-based compensation                                        (22,000)
     Depreciation                                                     13,000
     (Unutilization) utilization of net
       operating loss carryforward                                  (313,000)
     Change in valuation allowance                                   317,000
                                                                 -----------

                                                                 $      --
                                                                 ===========


                                      F-16
<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 12 - INCOME TAXES (Continued)

As of  December  31,  1998 the  Company  has net  operating  loss  carryforwards
available to offset future taxable income of approximately  $4,000,000  expiring
in 2005 through 2013.

NOTE 13 - STOCKHOLDERS' EQUITY

Issuance of Common Stock
------------------------
On June 30, 1998,  the Company sold 231,256  shares of common stock in a private
placement,  receiving  net  proceeds of $226,863  after  paying a finders fee of
$25,207.

Reverse Stock Split
-------------------
During the year ended December 31, 1998,  the Company  affected a 4 to 1 reverse
stock split. All shares within these financial  statements have been adjusted to
reflect this transaction.

Issuance of 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 are convertible into 220,000 shares of common stock after
July 30, 1998.  The Series A Preferred  Stock have voting rights but no dividend
rights.  On June 24,  1998,  the  Company  issued  450,000  shares  of  Series B
Preferred Stock in connection with the purchase of a Technical Service Center in
Macau (a foreign country located outside of China). These shares are convertible
into 450,000  shares of the Company's  common stock after December 31, 1998. The
Series B Preferred Stock have voting rights but no dividend rights.

Warrants
--------
During 1998,  there were 15,000 warrants to purchase the Company's  common stock
at $6.80 per share which expired  August 31, 1998,  and 1,250  warrants at $8.00
per share which expired November 7, 1998.

Options
-------
On May 30,  1996,  the  Company  issued to a public  relations  firm  options to
purchase 250,000 shares at $3.76 per share and 75,000 shares at $5.00 per share.
The options expire May 29, 2000. The Company  believes the public relations firm
has not performed under its contract and the options are presently in dispute.

On May 31, 1996, in connection with the acquisition of Nutek, the Company issued
options to purchase 85,000 shares at $4.40 per share to various  consultants and
employees of Nutek. The options may be exercised  beginning  January 7, 1998 and
expire May 31,  2000.  In 1997 8,750  options  were  cancelled  due to  employee
departures. The Board of Directors approved a reduction in the exercise price in
1998 to $.75 per share in relation to 5,000 of these options.

                                      F-17

<PAGE>



              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 13 - STOCKHOLDERS' EQUITY (Continued)

On June 1,  1996,  in  connection  with  the  acquisition  of LMD,  the  Company
exchanged  options  to  purchase  150,125  shares  at $4.40  per  share  for the
1,201,000  shares of LMD it did not already  own.  The options may be  exercised
beginning  January 7, 1998 and expire May 31, 2000. The 150,125  options include
30,750  issued to the Chief  Executive  Officer and a director  of the  Company,
5,000 shares each to four directors and 75,000 to the President of the Company's
subsidiaries  LMD and LRL.  The Board of  Directors  approved a reduction in the
exercise price in 1998 to $.75 per share in relation to 65,125 of these options.

Also on June 1, 1996, the Company  issued  options to purchase  70,000 shares at
$4.40,  expiring  May 31, 2000,  to the  officers  and  directors of the Company
referred to in the  previous  paragraph,  as follows:  Chief  Executive  Officer
30,000,  10,000 each to four  directors.  The Board of  Directors  approved  the
reduction in the  exercise  price in 1998 to $.75 per share in relation to these
options.  Additionally, the Company granted options to purchase 10,000 shares at
$4.40 per share to an unrelated individual.

On March 3, 1997, the Company granted options to purchase 10,000 shares at $3.80
per share to a  consultant/director.  The options expire on January 6, 2002. The
Board of Directors  approved a reduction  in the exercise  price in 1998 to $.75
per share in relation to these options.

On April 30, 1997,  the Company  granted  options to purchase  12,500  shares at
$3.00 to a  consultant.  The options  expire on  November 4, 2000.  The Board of
Directors  approved a reduction in the exercise  price in 1998 to $.75 per share
in relation to these options.

In May 1998, the Company  granted options to purchase 50,000 shares at $2.20 per
share to a public relations firm. The options expire May 15, 2000. In connection
with the June 30,  1998  private  placement,  the  Company  granted  options  to
purchase 23,125 shares at $2.20, the options expire June 19, 2001.

On November 22, 1996, the Company granted options to purchase  100,000 shares at
$4.48 per share to a consultant.  The options expire  November 4, 1999. In 1997,
58,250 options were cancelled due to non-performance.

Additionally,  the Company has  outstanding  options granted in 1991 to purchase
12,500 shares at $2.20 per share,  expiring May 28, 2001, to the Chief Executive
Office and a director of the Company,  12,500 to an owner of record of 6% of the
Company's  outstanding common stock and 11,250 to a director of the Company. The
Board of Directors  approved a reduction  in the exercise  price in 1998 to $.75
per share in relation to these options.

Additionally,  in 1997,  2,500 options to purchase the Company's common stock at
$2.52 per share were  cancelled due to an employees  departure and 6,250 options
at $5.52 per share  expired.  In 1998,  6,250  options to purchase the Company's
common  stock at $5.52 per share  expired  and 3,750  options at $2.52 per share
were cancelled.

                                      F-18

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 13 - STOCKHOLDERS' EQUITY (Continued)

The following table  summarizes the activity of options and warrants for the two
years ended December 31, 1998:
<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                                    Average
                                                     Number of                      Exercise         Exercise
                                            Options              Warrants            Price            Amount
                                            -------              --------            -----            ------

<S>                                        <C>                   <C>               <C>            <C>        
Outstanding, December 31, 1996              801,375               318,959           $   4.32       $ 4,821,386

Granted                                      22,500                16,250           $   4.16           156,750
Cancelled                                   (69,500)              (16,250)          $   4.52          (387,010)
Expired                                      (6,250)                 --             $   5.52           (34,500)
                                           --------            ----------                          -----------

Outstanding, December 31, 1997              748,125               318,959           $   4.27         4,556,626

Granted                                      99,375                  --             $   1.82           180,563
Reduction to exercise price                    --                    --              --               (622,644)
Cancelled                                    (3,750)                 --             $   2.52            (9,450)
Expired                                      (6,250)              (16,250)          $   6.51          (146,500)
                                           --------            ----------                          -----------

Outstanding, December 31, 1998              837,500               302,709           $   3.47       $ 3,958,595
                                           ========            ==========                          ===========

</TABLE>

At  December  31,  1998 and  1997,  the  Company  had a total of  1,140,209  and
1,067,084  options and warrants  outstanding,  respectively,  at exercise prices
ranging from $.75 to $8.00, with a weighted average  remaining  contractual term
of 1.3 years.

Notes Receivable
----------------
In 1990,  the  Company  issued  37,500  shares  of its  common  stock  for notes
receivable totaling $86,587. The notes were originally due in 1994 with interest
at 10% per  year.  The  notes  were  amended  to be due  with no  interest.  The
underlying shares were collateral for the note and were held by the Company.  In
December 1998, the notes were forgiven and the outstanding  shares were returned
to the Company and cancelled.  In connection with the  cancellation  the Company
granted options to purchase 26,250 shares at $.75 per share.  The options expire
December 14, 2002.

                                      F-19

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 14 - 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 a charge to  operations  of $54,977 in 1998.
Additionally,  $24,790 was  capitalized as offering costs in connection with the
private placement.

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  $35,617 would have been charged to
income in 1998;  proforma net loss would have been  $1,607,000  and net loss per
share would have been $.70 on both a basic and diluted basis.

In 1998 the Board approved a reduction in the exercise price for options granted
to certain employees, consultants, and other non-employees.  Because of this, it
was necessary to calculate the difference between the fair value of the modified
option  and the  value of the old  option  immediately  before  the  terms  were
modified.

NOTE 15 - 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, 1998 are as follows:

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

          1999                            $      368,966
          2000                                   368,384
          2001                                   347,585
          2002                                   342,168
          2003                                   336,864
       Thereafter                                196,504
                                          --------------
          Total                           $    1,960,471
                                          ==============

Total rentals under all operating  leases  charged  against  income  amounted to
$404,475  and  $474,500  for  the  years  ended  December  31,  1998  and  1997,
respectively.


                                      F-20
<PAGE>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

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
                ------------                 --------------

                   1999                      $      344,600
                   2000                             344,600
                   2001                             344,600
                   2002                             344,600
                   2003                             229,733
                                             --------------

                   Total                     $    1,608,133
                                             ==============

Contingencies
-------------
In connection  with the  discontinued  operations and bankruptcy  proceedings of
Nutek as  discussed  in Note 9, the  Company is party to a lawsuit  filed by the
major secured lender. The Company has accrued a settlement loss of approximately
$350,000 as the probable  outcome of this lawsuit.  The original claim filed was
approximately  $800,000,  however,  management does not feel the lawsuit will be
settled for this amount.

The Company has filed a breach of contract  lawsuit.  The complaint alleges that
the defendant  breached an agreement to purchase the Company's two subsidiaries.
The  Complaint  alleges  that  the  defendants  actions  constituted  breach  of
contract,  a breach of the covenant of good faith and fair dealing,  intentional
interference with prospective business advantage and negligent interference with
prospective  business  advantage.  The  Complaint  seeks  compensatory  damages,
punitive  damages and  declaratory  relief.  In July 1998 the  Company  borrowed
$101,000  from  the  defendant  Company  at  13%  interest.  Due  to  the  legal
proceedings  above, the Company has written off the note payable to other income
since it is probable that the funds will not be repaid upon settlement.

NOTE 16 - RELATED PARTY TRANSACTIONS

Prior to the disposal of LRL, the Company advanced  $203,938 to this subsidiary.
These  advances  are  expected  to be repaid from a joint  venture  relationship
between the Company and LRL.

                                      F-21
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 16 - RELATED PARTY TRANSACTIONS (Continued)

In June 1998,  the  Company  purchased a Tech  Center  from PIC  Computers  Ltd.
("PIC"),  a Macau  corporation  of which one of the owners is a director  of the
Company, through the issuance of 450,000 shares of its Series B Preferred Stock.
In July  1998,  PIC  agreed to lease  back the Tech  Center for a period of five
years for a monthly  payment  of $8,000,  commencing  when the  following  joint
venture agreement becomes operational.

In July 1998, the Company entered into a three year joint venture agreement with
PIC,  whereby PIC will  provide  technical  and project  management  services in
connection with the Company's  contract to install an eleven city air monitoring
network in the Peoples  Republic of China.  PIC will also  develop new  business
opportunities  to help expand the  Company's  market in the Peoples  Republic of
China. Fees for PIC services will be negotiated on a project by project basis.

In December 1998, the Company loaned $24,000 to an  officer/director in the form
of a promissory note. The note bears no interest and is due January 31,1999. The
note was subsequently repaid in January 1999.

NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes was $-0- and $1,817  during the years ended  December
31,  1998 and  1997,  respectively.  Cash paid for  interest  was  $103,746  and
$192,955 during the years ended December 31, 1998 and 1997, respectively.

During the year ended  December 31, 1998,  the company issued Series B preferred
stock of $600,000 in connection with the purchase of the Tech Center.

During the year ended  December 31, 1998 the Company  issued  options  valued at
$24,790 in connection with the private placement.

                                      F-22

<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

NOTE 18 - INDUSTRY SEGMENT AND EXPORT INFORMATION

Beginning in 1996 with the  acquisitions of Nutek and LMD, the Company  operated
in three  business  segments;  air pollution  monitoring  equipment,  electrical
control panels, and medical  instrumentation.  Following is certain  information
related to each segment for 1997:

1997                                              Electrical
                                 Air Pollution     Control        Medical
                                  Instruments       Panels      Instruments

Revenues                        $    3,072,600   $ 3,299,687    $   420,480
                                ==============   ===========    ===========

Income (loss) from operations   $     (906,904)  $  (143,755)   $   (99,497)
                                ==============   ===========    ===========

Identifiable assets             $    2,334,399   $ 2,608,459    $   565,002
                                ==============   ===========    ===========

Depreciation and amortization   $       33,128   $   184,170    $    11,727
                                ==============   ===========    ===========

Capital expenditures            $         --     $     5,417    $     4,421
                                ==============   ===========    ===========

During 1998,  operations of the electrical control panel and medical instruments
divisions were discontinued.

NOTE 19 - 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, 1998,  accounts receivable
balances from three  significant  customers were  $158,019,  or 71% of the total
accounts  receivable  balance.  Substantially  all  of  the  Company's  domestic
receivables  at  December  31,  1998 are  factored  (Note  11).  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.


                                      F-23

<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.)

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.)


                                       E-1

<PAGE>



10.4           Employment Agreement,  as amended, dated August 19, 1989, between
               Pollution Research and Control Corp. and Albert E. Gosslein,  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.)

10.8           Stock Option  Agreement,  dated May 28, 1991,  between  Pollution
               Research  and Control  Corp.  and Gary L.  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  Statment  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  Statment 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  Statment  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  Statment on form S-1 (File
               No.  33-43124) of  Pollution  Research  and Control  Corp.  dated
               December 23, 1991.)

                                       E-2

<PAGE>

10.15          Warrant,  dated  as  of  December  11,  1991,  issued  to  Global
               Enviroment  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.)

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  10.16  to  the
               Amendment  No. 1 to the  Registration  Statment 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.)

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.)


                                       E-3

<PAGE>



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 eneded 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, 1992.)

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 10-KSB
               for the fiscal year ended December 31, 1994.)

10.31          Lease   Agreement,   dated  January  6,  1994,   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  10-KSB  for the  fiscal  year  ended
               December 31, 1994.)

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  10-KSB 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  10-KSB  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
               10-KSB 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
               10-KSB 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  10-KSB 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
               10-KSB for the fiscal year ended December 31, 1994.)

                                       E-4

<PAGE>

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  10-KSB  for the fiscal  year
               ended December 31, 1994.)

10.39          Final  Judgment of  Permanent  Injunction  and Other Relief as to
               Pollution  Research and Contorl 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  10-KSB  for the fiscal  year
               ended December 31, 1994.)

10.40          Consent of Albert E. Gosselin  dated June 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 10.40 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  10-KSB  for the  fiscal  year  ended
               December 31, 1994.)

10.42          Consent  of Cynthia  L..  Gosselin  dated  June 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
               10.41 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  to  Warrant  to  Purchase  Common  Stock of  Pollution
               Research and Control Corp.,  of Marty  Williams,  dated effective
               June 6, 1994.  ((Incorporated herein by reference to Exhibit 4.10
               to the  Registration  Statement  on form S-3  (Registration  No.,
               33-60035) of Pollution  Research and Control Corp.  dated June 7,
               1995.)

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.)

                                      E-5

<PAGE>


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  to  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  to  Warrant  to  Purchase  Common  Stock of  Pollution
               Research and Control  Corp.  of Kingsley & Co.  (formerly  Global
               Environment  Fund),  dated  effective June 6, 194.  (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.)

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.)


                                      E-6

<PAGE>

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.)

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  (Regsistration 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  (Regsistration 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, of Kennedy
               Capital Management, dated November 26, 1991. (Incorporated herein
               by  reference to Exhibit  4.27 to the  Registration  Statement on
               form S-3  (Regsistration  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
               (Regsistration  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. of Stanely  Becker dated  November 8,
               1993.  (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.)

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.)

                                       E-7

<PAGE>


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. of Robert  Tantleff  dated November 8,
               1993.  (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  25,000  Shares of Common  Stock of  Pollution
               Research and Control Corp. of Randy Foy dated as of 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.)

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 7, 1995.)

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.)

                                       E-8

<PAGE>


10.77          Option to Purchase  20,000  Shares of Common  Stock of  Pollution
               Research and Control Corp. of Gary L. 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.)

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 Randy  Foy 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
               effective  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-9

<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 Vincent  Cooke,  parties of the second part, and Pollution
               Research   and   Control   Corp.,   party  of  the  third   part.
               (Incorporated  herein by reference to Exhibit 10.86 to the Annual
               Report  on Form 10- K 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
               10-K 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 10.88 to the Annual
               Report on Form 10-K 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 10-K for the fiscal year ended December 31,
               1996.)

10.90          Nine Per Cent Debenture due June 28, 2,006, 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. Option Agreement,
               datedas of April 1, 1996 between  Pollution  Research and Control
               Corp. and Phil Hull. (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.)

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.)


                                      E-10

<PAGE>

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 B.
               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 5/30/96 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 5/30/96 between
               Pollution  Research  and Control  Corp.  and  Liviakis  Financial
               Communications,  Inc. dated as of 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.)

10.99          Option to Purchase  55,000  Shares 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 Aubrey  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.  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.)

                                      E-11

<PAGE>
                 

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.)

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
               greement,  dated as of May 31, 1996,  between Pollution  Research
               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.(Incorported  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.)

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.)

                                      E-12

<PAGE>
                  
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.)

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. Gosslein. (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.)


                                      E-13

<PAGE>

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.)

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. Gosslin;  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  herehin 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-14

<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 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.
               (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;  Warranto 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.)



                                      E-15

<PAGE>

10.137         Purchase Agreement,  dated as of June 14, 1996, between Pollution
               Research  and  Control  Corp.  and Robert S.  London;  Warrant to
               Purchase 66,667 Shares 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;  Warranto  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  4.35 and 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.)

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
               

                                      E-16

<PAGE>

               Corp.  and  Randy  Foy.  (Incorporated  herein  by  reference  to
               Exhibits  4.47  to  the   Registration   Statement  on  Form  S-3
               (Registration  No.  33-14133) of  Pollution  Research and Control
               Corp. dated October 15, 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
               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         Letter  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 19,  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 Common  Stock of  Pollution
               Research  and Control  Corp.  dated as of March 3, 1997 issued to
               Barry  Soltani.  (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 Common  Stock of  Pollution
               Research and Control  Corp.  dated as of April 30, 1997 issued to
               Jorel  Management.(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.)

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 10.153to the Annual
               Report on Form 10K for the fiscal year ended December 31, 1997.)


                                      E-17

<PAGE>

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.

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.

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.

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.

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.

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.

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.

10.161*        Purchase Agreement dated June 19, 1998 between Pollution Research
               and Control Corp.  and Fred J. Zalokar to purchase  23,000 shares
               of Common Stock.

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.

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.

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.

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 between Pollution  Research and Control Corp.
               and Phoenix Alliance, Inc.

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.

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.

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.

10.169*        Promissory  Note dated as of January 27, 1999  between  Pollution
               Research and Control Corp. and Mark S. Rose.


                                      E-18

<PAGE>

10.170*        Option to purchase  48,000  Shares of Common Stock issued to Mark
               S. Rose;  OptionAgreement  dated as of January 27,  1999  between
               Pollution Research and Control Corp. and Mark S. Rose

10.171*        Finder's  Agreement  dated  January  27, 1999  between  Pollution
               Research and Control Corp. and Rosemary Althaus.

10.172*        Option to  purchase  5,000  Shares of Common  Stock of  Pollution
               Research and Control Corp.;  Option Agreement dated as of January
               27,  1999  between  Pollution  Research  and  Control  Corp.  and
               Rosemary Althaus.

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.

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.

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.

10.176*        Option to Purchase  25,000  Shares of Common  Stock of  Pollution
               Research  and  Control  Corp.  issued  to  Anthony  Reneau;Option
               Agreement  dated  as  of  February  25,  1999  between  Pollution
               Research and Control Corp. and Anthony Reneau.

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.

21*            List of Subsidiaries.


*Filed herewith.










                                      E-19