EXHIBIT 10.294
                             STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE AGREEMENT ("Agreement") is made and entered into this
29th day of June 2000, by and among Joe Macias ("Pledgor"), POLLUTION RESEARCH
AND CONTROL CORP., a California corporation ("Pledgee"), and Craig E. Gosselin
("Pledgeholder"), with respect to the following facts:

     A. Pledgor has purchased common stock, no par value ("Common Stock"), of
Pledgee pursuant to the excersise of an option granted under Pledgee's
Employees' Stock Option Plan.

     B. Pledgor has paid for the Common Stock by issuing to Pledgee a promissory
note ("Note") in the amount of $11,020.00 (the "Indebtedness").

     C. As security for the Indebtedness, Pledgor hasagreed to pledge to pledgee
all of the outstanding shares of Common Stock ("Shares"), owned beneficially or
otherwise by Pledgor to secure the performance of his obligations under the
Note.

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereafter contained, the parties hereto agree as
follows:


     1. Assignment of Collateral. As security for the due and punctual
performance of all of the covenants and obligation of Pledgor under the
Note,including payment of the Indebtedness,Pledgor hereby pledges to, deposits
with, and delivers to Pledgeholder, and hereby creates a security interest in
favor of Pledgee in the Shares and all dividends, interest or other
distributions with respect to the Shares or made on account thereof
(collectively "Collateral"). the term "Collateral," as used herein, shall
include not only the Shares but also any of the following derived from or on
account of the ownership thereof by Pledgor:

          1.1 Any stock dividend declared on the Shares;

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          1.2 Any shares acquired by reason of the exercise of any stock rights,
or rights of preemption, or warrants with respect to any of the Shares or stock
dividends;

          1.3 Any shares acquired by reason of any dividends or by reason of any
reorganizations, recapitalization or otherwise;

          1.4 Any shares of any other corporation distributed as a spin-off or
otherwise; and

          1.5 Any property of any nature whatsoever distributed in liquidation
or partial liquidation by reason of Pledgor's ownership of the Shares:

          Concurrent herewith, Pledgor shall deliver a certificate representing
the Shares to Pledgeholder together with a Stock Assignment Separate From
Certificate or Form of Assignment, as the case may be, executed in blank ("stock
powers") in the form of Exhibit 1.

     2. Representations and Covenants. Pledgor represents, warrants and agree
that:

          2.1 Pledgor has the right to enter into this Pledge Agreement and to
pledge the Collateral as herein provided; and

          2.2 Each and every representation and warranty set forth in the
Agreement is true and correct as of the date hereof.

          2.3 At the time of delivery of the Shares to Pledgeholder, the Shares
will be free and clear of any and all liens, charges or encumbrances of any
nature other than the security interest of Pledgeholder and Pledgee therein and
Pledgor will not, directly or indirectly, create, assume, incur or suffer to
exist any liens, charges or emcumbrances of any nature on any of the Shares,
other than (a) the security interest of Pledgeholder and Pledgee therein, (b)
liens, charges or encumbrances arising from Pledgee' or Pledgeholder's own act
and (c) as otherwise provided herein.

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     3. Additional Assignments. In the event of the dissolution or liquidation
of the Company, or in the event of any reorganization, merger or consolidation
thereof, or in the event of a sale of all or substantially all of the assets of
the Company, or in the event of any reclasssification or increase in the number
of issued shares of capital stock of the Company by reason of a stock dividend,
stock split, recapitalization, conversion or exchange of shares or any like
capital adjustment, all securities issued in exchange for or in respect of the
Shares and all securities , monies or other property of whatever nature
distributed with respect to the Shares shall be pledged and delivered to
Pledgeholder hereunder and Pledgor will promptly execute and deliver to
Pledgeholder an assignment of all shares resulting therefrom and attributable to
the Shares, and Pledgor agrees to transfer the certificates evidencing the same
as additional collateral, and to be held by the Pledgeholder subject to all of
the terms hereof.

     4. Compromise of Claims. Pledgee may compromise or settle, at Pledgor's
expense, any claim which may materially adversely affect Pledgee's interest in,
or rights hereunder with respect to the collateral.

     5. Payment of Taxes. Pledgor agrees to pay, prior to delinquency, all
claims, taxes, charges, liens and assessments against the Collateral, or any
part thereof, and upon the failure of Pledgor to do so, Pledgee, at his option,
may pay the same and shall be the sole judge of the legality or validity thereof
and the amount necessary for the discharge thereof; provided, however, that
Pledgee may not pay or discharge any such claim, tax, charge, lien or assessment
so long as the same does not matrrially adversely affect the Pledgee's interest
or rights with respect to the Collateral and Pledgor is contesting the validity
or amount thereof in good faith.

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     6. Release of Collateral . Pledgeholder and Pledgee agree that upon the
payment in full of the principal on the Note in accordance with the terms
thereof, the Collateral shall immediately be delivered to Pledgor free and clear
of this Agreement and any all liens created hereby shall terminate and the
Collateral then remaining and not previously applied against such obligations as
provided herein held by Pledgeholder shall be promptly returned to Pledgor. Any
Collateral to be returned to Pledgor upon termination of this Agreement shall be
delivered, net of any transfer taxes or other expenses in connection with such
return or release, by Pledgeholder, to Pledgor. Neither Pledgeholder nor Pledgee
shall be deemed to have made any representation or warranty with respect to any
Collateral so delivered , except that such Collateral is free and clear, on the
date of delivery, of any and all liens, charges and emcumbrances arising from
its own act or, in the case of Pledgee, the acts of Pledgeholder.

     7. Voting of Collateral. Unless and until any "Default" (as defined in
Section 8 below) occurs under the Note or this Agreement, Pledgor shall have the
right to vote the Shares or any portion thereof for any purpose not inconsistent
with the terms of this Agreement. Pledgor shall be entitled to receive and
retain cash dividends payable on the Collateral (provided the payment thereof
does not violate the terms of this Agreement ), but any and all other dividends
or stock or liquidating dividends, interest, distributions in property, returns
of capital or other distibutions made on or in respect of the Collateral,
whether resulting from a subdivision, combination or reclassification of the
outstanding capital stock company received in exchange for Collateral or any
part thereof or as a result of any merger, consolidation, acquisition or other
exchange of assets to which any such issuer may be a party or otherwise, and any
and all cash and other property received in exchage for a redemption of any
Collateral shall be and become part of the Collateral and, if received by
Pledgor, shall be held in trust for the benefit of Pledgee and shall forthwith
be delivered to Pledgeholder (registered in the name of Pledgor and accompanied
by proper instruments of assignment executed by Pledgor in accordance with
Pledgeholder's instuctions) to be held subject to the terms of this Agreement.
Pledgeholder shall execute and deliver (or cause to be executed and delivered)
to Pledgor all such proxies, power of attorney, dividend orders, and other
instruments as Pledgor may request for the purpose of enabling Pledgor to
exercise the voting and/or consensual rights and powers which it is entitled to
exercise pursuant to this paragraph 7 and/or to receive the dividends which it
is authorized to receive and retain pursuant to this paragraph 7. 8. Defaults.
The occurrence of any of the following events shall constitute a default by
Pledgor ("Default") under this Agreement:

          8.1 Failure of Pledgor to keep or perform any of its obligations under
this Agreement;

          8.2 Failure of Pledgor to pay the Indebtedness when due;

          8.3 Any representation or warranty made by Pledgor in this Agreement
or the Agreement shall be false or misleading in any material respect;

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          8.4 Should Pledgor become insolvent or admit in writing his inability
to pay his debts as they mature, or should Pledgor make an assignment for the
benefit of creditors, or should bankruptcy, insolvency or other proceeding for
relief of debtors be instituted by or against Pledgor, and if instituted against
Pledgor assented to or not dismissed wihtin thirty 30 days after such
institution;

          8.5 The levy of an attachment of execution against any of the
Collateral.

     9. Remedies after Default.

          9.1 Upon the occurrence and during the continuance of a Default, all
rights of Pledgor to exercise the voting and/or consensual rights and powers
which it is entitled to exercise pursuant to paragraph 7 and/or to receive the
dividends which it is authorized to receive and retain pursuant to paragraph 7
shall cease, and all such rights shall thereupon become vested in Pledgeholder
who shall have the sole andexclusive right and authority to excercise such
voting and/or consensual rights and powers and/or to receive and retain the
dividends which Pledgor would otherwise be authorized to retain pursuant to
paragraph 7. Any and all money and other property paid over to or received by
Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by
Pledgeholder as part of the Collateral and be applied in accordance with the
provisions hereof. In the event of a default, Pledgeholder or Pledges may use
the stock powers executed in blank and delivered hereunder to require that all
or any part of the Collateral be transferred to Pledgee on the records of the
Company and Pledgee shall be entitled to represent and vote the Shares. In
addition to having the right to exercise any right or remedy of a secured party
upon default under the California Commercial Code, Pledgeholder shall, if
directed to do so by Written Notice, to the extent permitted by law, without
being required to give any notice to Pledgor except as provided below:

               9.1.1 Apply any cash held by it hereunder to the payment of all
obligations of Pledgor under the Note as provided below in this paragraph 9.

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               9.1.2 If there shall be no such cash or if the cash so applied
shall be insufficient to pay in full all such oblgations, sell the Collateral,
or any part thereof, at public or private sale for cash, upon credit or for
future delivery, and at such price or prices as Pledgeholder may deem best, and
Pledgeholder or Pledgee may (except as otherwise provided by law ) be the
purchaser of any or all of the Collateral so sold and thereafter may hold the
same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder
is authorized, at such sale, if it deems it is advisable so to do, to restrict
the number of prspective bidders or purchasers and/or further retrict such
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing for their own account, for investment, and not with a view
to the distribution or resale of the Collateral and may otherwise require that
such sale be conducted subject to restrictions as to such other matters as
Pledgeholders may deem necessary in order that such sale may be effected in such
manner as to comply with all applicable state and federal securities laws; upon
any such sale Pledgeholder shall have the right to deliver, assign and transfer
to the purchaser thereof the Collateral so sold. Each purchaser at any such sale
shall hold the property sold, absolutely, free from any claim or right of
whatsoever kind, including any equity or right of redemption, of Pledgor, who
hereby specifically waives all rights of redemption, stay or appraisal which it
has or may have under any rule of law or statute now existing or hereafter
adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice
of its intention to make any such public or private sale. Such notice, in case
of public sale. shall state the time and place fixed for such sale. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as Pledgeholder may fix in the notice of such sale.
At any sale the Collateral may be sold in whole or in part, as Pledgeholder may
determine. Pledgeholder shall not be obligated to make any sale pursuant to any
such notice. Pledgholder may, without notice or publication, adjourn any sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. In case of any sale of all or anypart of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by Pledgeholder until the selling price is paid by the purchaser
thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case
of the failure of such purchaser to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may again be sold upon like
notice. Pledgee may be the purchaser of any or all of the Collateral so sold and
hold the same thereafter in its own right, free from any claim ofPledgor or
right of redemption. At any such sale, for the purpose of making settlement or
paymentfor the Shares so purchased, Pledgee shall be entitled to apply the
unpaid principal balance, the Note toward the payment of the purchase price, or
any part therof.

          9.2 On any sale of the Collateral, Pledgeholder is hereby authorized
to comply with any limitation or restriction in connection with such sale that
it may be advised by counsel is necessary in order to avoid any violation of
applicable law or in order to obtain any required approval of the purchaser or
purchasers by any governmental regulatory authority or officer or court.
Compliance with the foregoing procedures shall result in such sale or
disposition being considered or deemed to have been made in a commercially
reasonable manner. The rights and remedies specified in this Agreement are
cumulative and may be exercised from time to time in accordance with applicable
law and as often as Pledgeholder deems advisable. No failure to execise or delay
in the exercise of any right or remedy by Pledgeholder shall constitute a waiver
of any such right or remedy. Notwithstanding the occurrence of an Event of
Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder
or Pledgee any obligation to exercise any remedy hereunder.

          9.3 The proceeds of any sale of all or any part of the Collateral
pursuant to this paragraph 9, together with all other moneys and property held
as or received by Pledgeholder as or in respect of the Collateral shall be
applied by the Pledgeholder in the following order of priority:

          First, to the payment of all costs and expenses of such sale,
including reasonable compensation to Pledgeholder and his agents and counsel,
and all expenses, liabilities and advances made or incurred by Pledgholder in
connection therewith;

          Second, to the payment of the principal of, the Note;

          Third, if any moneys or other property shall remain, to the payment,
of any other amounts due and owing under this Agreement (as specified by written
notice to Pledgeholder from Pledgee); and



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          Fourth, to the payment of any surplus then remaining from such
proceeds to the Pledgor, or otherwise as a court of competent jurisdiction may
direct.

          9.4 Except as provided herein, Pledgor hereby agrees that it shall
have no rights to the Collateral or the proceeds from the sale thereof in the
event of a Default.

     10. Termination of Employment of Pledgor. Upon the receipt of notice of the
termination of Pledgor's employment with Pledgee for any reason, Pledgeholder
shall deliver the Shares to Pledgee and this pledge sall be terminated. Upon
receipt of the Shares, Pledgee shall cancel the Note and deliver to Pledgor the
pro rate portion of Shares paid for by Pledgor under the Note.

     11. Rights and obligations of Pledgeholder.

          11.1 General. Pledgeholder and Pledgee agree to hold the Collateral
subject to and in accordance with the terms and provisions of this Agreement. It
is understood and agreed that Pledgholder and Pledgee shall have no liability of
any kind with respect to the Collateral other than to hold and deliver the
Collateral in accordance with this Agreement.



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          11.2 Resignation of Renewal. Pledgeholder may resign at any time by
giving written notice of resignation to Pledgee and Pledgor. No resignation of
Pledgeholder shall become effective untill the acceptance of its appoinment by a
successor Pledgeholder appointed by Pledgee in accordance with this paragraph;
provided, however, that, if no successor Pledgeholder shall have accepted its
appointment at the expiration of 90 days from the date of delivery of such
notice of resignation, the resigning Pledgeholder may petition any court of
competent jurisdiction for the appointment of a successor Pledgeholder. Pledgee
may at any time remove Pledgeholder for or without cause by written notice to
Pledgeholder and Pledgor; provided the successor Pledgeholder is a bank, trust
company, savings and loan association, escrow company or such other institution.
No removal of Pledgeholder shall become effective until the acceptance of its
appointment by successor Pledgeholder appointed by Pledgee in accordance with
this paragraph. If Pledgeholder shall resign, be removed or otherwise become
incapable of acting as such on behalf of Pledgee, Pledgee shall, by written
notice as promptly thereafter as practicable, appoint a successor Pledgeholder,
provided the successor Pledgeholder is a bank, trust company, savings and loan
association, escrow company or such other institution. Pledgee shall furnish
notice to Pledgor of the appoinment of a successor Pledgeholder. Every successor
Pledgeholder appointed by Pledgee shall execute and deliver to Pledgor and
Pledgee an instrument accepting its appointment and assuming all of the
obligations of a Pledgeholder under this Agreement. Upon the removal,
resignation or other incapacity of a Pledgeholder, such Pledgeholder shall
assign, transfer and deliver to the successor Pledgeholder the Shares and all
other property and instruments delivered to Pledgeholder hereunder.

          11.3 Liability. Pledgeholder shall not be liable for any action taken
or omitted by it except in the case of his gross negligence, willful misconduct
or bad faith and may consult with counsel of his own choice and shall have full
and complete authorization and protection for any action taken or suffered by
him hereunder in good faith and in accordance witrh the opinion of such counsel.
Pledgor and Pledgee hereby waive all claims of any kind against Pledgeholder;
each hereby agrees to indemnify Pledgeholder from and against any and all
obligations, liabilities, loss, cost, or expense, including but not limited to
attorneys' fees, arising in any way from any claims, demands or action of any
kind being made or taken against Pledgeholder in connection with this Pledge
Agreement; and should conflicting demands be made on Pledgeholder, Pledgeholder
may act or refuse to act, in his sole discretion, unless pursuant to court
order, or he may interplead the parties and, if he does, Pledgor and Pledgee
jointly and severally agree to pay his attorneys' fees in connection therewith.



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          11.4 No Investigation. Pledgeholder shall not be required to make any
investigation or inquiry as to the existence of any event of default, but for
all purposes of this Agreement shall conclusively rely, as to the existence or
nonexistence of any event or Default on a written notice of Pledgee, delivered
to the Pledgeholder; provided Pledgor is given at least ten (10) days written
notice of the notice received by Pledgeholder from Pledgee. Notwithstanding the
foregoing, Pledgeholder shall conclusively rely on such written notice of
Pledgee even if Pledgeholder receives a conflicting notice from Pledgor.
Pledgeholder shall give prompt written notice to Pledgee of any failure by
Pledgor to comply with the provisions of this Agreement. If, and only if,
Pledgor is in Default, Pledgee may, upon written notification thereof to
Pledgeholder, cause the Collateral to be transferred to Pledgee. Pledgeholder,
upon receipt of written notification of Default from Pledgee, shall give written
notice to Pledgor of the instructions received by Pledgeholder from Pledgee and
if, within ten (10) days after such notice shall be deemed received by Pledgor,
Pledgeholder has not received written instructions from Pledgor claiming that no
Default has occured and the Collateral should not be transferred to Pledgee,
then Pledgeholder shall cause the Collateral to be transferred to Pledgee, If ,
however, Pledgeholder shall receive such written instructions from Pledgor
within such ten (10) day period, then Pledgeholder shall file an interpleader
action with respect to the Collateral.

          11.5 Fees and Expenses. Pledgor and Pledgee shall each pay one-half of
all fees and expenses (including counsel fees) incurred or charged by
Pledgeholder acting hereunder or in connection herewith.

     12. Advances. All advances, charges, costs and expenses, including but not
limited to attorneys' fees, incurred or paid by Pledgee in excercising any
right, power or remedy conferred by this Pledge Agreement, or in the enforcement
thereof, or in exercising any right , power, or remedy conferred by the
California Commercial Code or state rule or statute, Shall be and become a part
of the Indebtedness secured hereunder and shall be paid to Pledgee by Pledgor
upon demand.

     13. Presentment and Notice. Pledgee shall not be under any duty or
obligation whatsoever to make or give any presentment, demand for perfomance,
notice of non-performance, protest, notice of protest or notice of dishonor in
connection with the Indebtedness or otherwise.

     14. Waivers by Pledgor. Pledgor waives any right to require Pledgee to:

          14.1 proceed against any other person

          14.2 proceed against or exhaust any other security which Pledgee may
now or hereafter have, or any indebtedness which Pledgee may now or hereafter
have; or

          14.3 pursue any other remedy in Pledgee's power.

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          14.4 plead any statute of limitations as a defense to any demand,
action, suit, or proceeding pursuant to this Pledge Agreement. Any forbearance
or failure or delay by Pledgee in exercising any right, power or remedy
hereunder, shall not be deemed to be a waiver of such right, power or remedy,
and any single or partial exercise of any right, power or remedy hereunder shall
not be deemed to be a waiver of such right, power or remedy and shall not
preclude the further exercise thereof; and every right, power or remedy of
Pledgee shall continue in full force and effectuntil such right, power or remedy
is specifically waived by an instrument in writing excuted byPledgee. Pledgor
waives any defense arising by reason of any disability or other defense of
Pledgor or any other person, or by reason of cessation from any cause whatsoever
of the liability of Pledgor or any other person. Until the Indebtedness shall
have been fully satisfied, Pledgor shall not have any right of subrogation, and
Pledgor waives any right to enforce any remedy which Pledgee now or hereafter
may have against any person, and waives any benefit of any right to participate
in the Collateral or any other Security whatsoever now or hereafter held by
Pledgee.

     15. Subordination. Pledgor hereby subordinates to and in favor of Pledgee,
all right, title and interest now or hereafter possessed or aquired by Pledgor
in or with respect to any of the property which is or may hereafeter be or
become included as part of the Collateral, to the end and the intent that the
pledge hereunder in favor of Pledgee shall be and remain prior and preferred to
any pledge, lien, charge or claim of Pledgor of, on or with respect to any such
property until the Indebtedness shall have been fully satisied.

     16. Transfers by Pledgee. Upon the transfer of all or any part of the
Pledgee's right under the Indebtedness, Pledgee may transfer its rights
hereunder with respect to all or any part of the Collateral and shall be fully
discharged thereafter from all liability and responsibility in connection with
such of the Collateral with respect to which such rights have been so
transferred, and the transferee shall be vested with all the rights and powers
of Pledgee hereunder in connection with such of the Collateral with respect to
which such rights have been so transferred; provided, however, that with respect
to any Collateral to which Pledgee's rights have not been so transferred,
Pledgee shall retain all rights and powers hereby given.


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     17. Notices. Any and all notices, demands or other communications required
or desired to be given hereunder by any party shall be in writing and shall be
validly given or made to another party if given be personal delivery, telex,
facsimile, telegram or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice, demand or
other communication be given by personal delivery, telex, facsimile or telegram,
notice shall be conclusively deemed made at the time such delivery. If such
notice, demand or other communication be given by mail, such shall be
conclusively deemed given forty-eight (48) hours after the deposit therof in the
United States mail addressed to the party to whom such notice, demand or
communication is to be given as hereinafter set forth:

     To Pledgee:               Pollution Research and Control Corp
                               506 Paula Avenue
                               Glendale,  Ca  91201

     To Pledgor:               Joe Macias
                               506 Paula Avenue
                               Glendale, Ca 91201

     To Pledgeholder:          Craig E. Gosselin
                               506 Paula Avenue
                               Glendale, Ca  91201

     Any party hereto may change its address for the purpose of receiveing
notices, demands and other communications as herein provided by a written notice
given in the manner aforsaid to the other party or parties hereto.



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     18.Governing Law. This document shall, in all respects, be governed by the
laws of State of California applicable to agreements excuted and to be wholly
performed within the State of California. Nothing contained herein shall be
construed so as to require the commission of any act contrary to law, and
wherever there is any conflict between any provision contained herein and any
present or future statute, law, ordinance or regulation contrary to which the
parties have no legal right to contract, the latter shall prevail but the
provision of this document which is affected shall be curtailed and limited only
to the extent necessary to bring it within the requirements of the law.

     19. Specific Performance. It is agreed that the ights granted to the
Pledgee hereunder are of a special and nique kind and character and that, if
there is a breach by ledgor of any material provision of this document, Pledgee
would ot have any adequate remedy at law. It is expressly agreed, herefore, that
the rights of Pledgee he under may be enforced y an action for specific
performance and such other equitable relief as is provided under the laws of the
State of California.

     20. Further Assurance. Each of the parties hereto shall execute and deliver
any and all additional papers, document, and other assurances, and shall do any
and all acts and things reasonably necessary in connection with the performance
of their obligations hereunder and to carry out the intent of the parties
hereto.

     21. Costs. Any and all costs, including reasonable attorneys' fees,
incurred by the Pledgee in connection with the collection of the Indebtedness,
the enforcement of this Agreement or the recovery of the Collateral or its sale
to satisfy the Indebtedness, shall be the personal obligation of and shall be
paid by Pledgor.

     22. Amendment. no amendment, change or modification of this document shall
be valid unless in writing and signed by all of the parties hereto.



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     23. Sucessors and Assigns. All of the terms and provisions contained herein
shall inure to the benefit of and shall be binding upon the parties hereto and
their respective heirs, personal representives, successors and assigns.

     24. Exhibits. All exhibits attached hereto and referred to herein are
hereby incorporated herein as though set forth at length.

     25. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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

Pledgor:

/s/ Joe Macias




Pledgeholder:                                  Pledgee:
                                               POLLUTION RESEARCH AND
                                               CONTROL CORP.

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


<PAGE>


                      ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, the undersigned hereby sells, asigns and transfers unto
Pollution Research and Control Corp. the 5,510 shares of Common Stock of
POLLUTION RESEARCH AND CONTROL CORP., a California corporation, standing in the
undersigned's name on the books of said Corporation represented by Certificate
No._________________ herewith, and does hereby irrevocably constitute and
appoint Albert E. Gosselin, Jr., Attorney to transfer said stock listed on the
books of said Corporation with full power of subtitution in the premises.


Dated: June 29, 2000
                                                      /s/ Joe Macias
                                                      --------------------
                                                      Signature