EXHIBIT 10.204


THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER
APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION IS AVAILABLE.


              WARRANT TO PURCHASE 20,000 SHARES OF COMMON STOCK OF
                      POLLUTION RESEARCH AND CONTROL CORP.

                              FROM AUGUST 12, 1999
           VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON AUGUST 12, 2002


     This certifies that, Fidelity Funding Inc. or registered assigns, is
entitled, subject to the terms set forth below, to purchase from Pollution
Research and Control Corp., a California corporation (the "Company"), the above
number of fully paid and nonassessable shares of Common Stock of the Company
("Common Stock") at a purchase price of Seventy Five Cents ($.75) per share
("Purchase Price"). The Purchase Price and number of shares of Common Stock
issuable upon exercise hereof shall be subject to adjustment as provided in this
Warrant.

     This Warrant is exercisable at any time, or from time to time, to and
including 5:00 p.m., Los Angeles time, on August 12, 2002, unless sooner
exercise is required pursuant to the terms of this Warrant.

     DEFINITIONS.

     As used in this Warrant, the following terms, unless the context otherwise
requires, have the following meanings:

     1.1 "Company" includes any corporation which shall succeed to or assume the
obligations of the Company under this Warrant.

     1.2 "Common Stock," when used with reference to stock of the Company, means
all shares, now or hereafter authorized, of the class of the Common Stock of the
Company presently authorized and stock of any other class into which those
shares may hereafter be changed.



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     1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or
similar terms when the context refers to a holder of the Warrant, refers to any
person who shall at the time be the registered holder of the Warrant.

2. EXERCISE.

     The holder of this Warrant may exercise it in full by surrender of this
Warrant, with the form of subscription at the end of this warrant duly executed
by the holder, to the Company at its principal office, accompanied by payment in
the amount obtained by multiplying the Purchase Price by the number of shares of
Common Stock specified on the face of this warrant as may be adjusted pursuant
to the terms of this Warrant. Payment shall be made in cash, cashier's or
certified check payable to the Company, by the surrender of any notes of the
Company having an unpaid principal and interest balance at least equal to such
payment (designating the portion of such balance to be applied), or by any
combination of such methods.

     The holder of this Warrant may exercise it in part by surrendering it,
accompanied by payment as provided above, except that the amount payable by the
holder on such partial exercise shall be the amount obtained by multiplying the
Purchase Price by the number of shares of Common Stock (without giving effect to
any adjustment of that number) designated by the holder in a written statement
accompanying this Warrant. On partial exercise, the Company shall, unless this
Warrant has expired, promptly issue and deliver to the holder of this Warrant a
new Warrant or Warrants of like tenor and dated the date hereof in the name of
that holder providing for the right to purchase that number of shares of Common
Stock (without giving effect to any adjustment of that number) for which this
Warrant has not been exercised.

     In the event the Common Stock issuable upon exercise of this Warrant is not
then registered under the Securities Act of 1933, as amended, the holder of this
Warrant shall, upon exercise of this Warrant, deliver to the Company an
investor's certificate with respect to such shares to the effect that such
shares are being acquired for investment purposes only and for its own account,
and not as a nominee or agent for any other person and not with a view to, or
for resale in connection with, any distribution thereof within the meaning of
the Securities Act of 1933, as amended.

3. ISSUANCE OF CERTIFICATES.

     As soon as possible after full or partial exercise of this Warrant, the
Company, at its expense, will cause to be issued in the name of and delivered to
the holder of this Warrant, a certificate, or certificates, for the number of
fully paid and nonassessable shares of Common Stock to which that holder shall
be entitled on such exercise, together with any other securities and property to
which that holder is entitled on such exercise under the terms of this Warrant.
The person in whose name any certificate for shares of Common Stock is issued
upon exercise of this Warrant shall for all purposes be deemed to have become
the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Purchase Price and any applicable taxes was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of


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such shares at the close of business on the next succeeding date on which the
stock transfer books are open. No fractional share will be issued on exercise of
rights to purchase under this Warrant. If on any exercise of this Warrant, a
fraction of a share results, the Company will pay the cash value of that
fractional share, calculated on the basis of the Purchase Price.

4. SUBDIVISIONS OR COMBINATIONS.

     If, at any time during the term hereof, the number of shares of Common
Stock outstanding is increased by a stock dividend payable in shares of Common
Stock or by a subdivision or split-up, then, immediately following the record
date fixed for the determination of holders of Common Stock entitled to receive
such stock dividend, subdivision or split-up, the number of shares of Common
Stock issuable upon exercise of this Warrant shall be increased and the Purchase
Price shall be decreased in proportion to such increase in outstanding shares.
If at any time during the term hereof the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock, immediately following the record date for such combination, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be decreased
and the Purchase Price shall be increased in proportion to such decrease in
outstanding shares.

     If the Company shall, at any time, subdivide or combine its outstanding
shares of Common Stock, pay a dividend of other securities to the holders of
such shares, or pay a dividend of shares of Common Stock to holders of any such
stock of the Company of any class, this Warrant shall, after that subdivision,
combination, or dividend, evidence the right to purchase the number of shares of
Common Stock or other securities that would have been issuable to the holder of
this Warrant as a result of that subdivision, combination or dividend with
respect to the shares of Common Stock which were purchasable under this Warrant
immediately before that subdivision, combination, or dividend or any record date
thereafter. If the Company shall at any time subdivide the outstanding shares of
Common Stock, the Purchase Price then in effect immediately before that
subdivision shall be proportionately decreased, and, if the Company shall at any
time combine the outstanding shares of Common Stock, the Purchase Price then in
effect immediately before that combination shall be proportionately increased.
Any judgment under this Section 4 shall become effective at the close of
business on the date the subdivision, combination or dividend becomes effective
retroactive to the record date therefor, if any.

5. REORGANIZATION, RECLASSIFICATION.

     If the Common Stock issuable on exercise of this Warrant shall be changed
into the same or a different number of shares of any other class or classes of
stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares provided for above, the holder of
this Warrant shall, on its exercise, be entitled to purchase, in lieu of the
Common Stock which that holder would have become entitled to purchase but for
such change, a number of shares of such other class or classes of stock which
the holder of this Warrant would have owned or have been entitled to receive
after such change, had this Warrant been exercised immediately before that
change or any record date therefor.

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6. CONSOLIDATION, MERGERS.

     If at any time there shall be a capital reorganization of the Common Stock
issuable upon exercise of this Warrant (other than a combination,
reclassification, exchange or subdivision of shares provided for elsewhere in
this Warrant) or a merger or consolidation of the Company with or into another
corporation, or the sale of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, or sale, lawful provision shall be made
so that the holder of this Warrant shall thereafter be entitled to receive on
exercise of this Warrant, during the period specified in this Warrant and on
payment of the Purchase Price then in effect, the number of shares of stock or
other securities or property of the Company, or of the successor corporation
resulting from such merger or consolidation, to which a holder of the Common
Stock deliverable on exercise of this Warrant would have been entitled on such
capital reorganization, merger, consolidation, or sale. In any such case,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the holder of this Warrant after the
reorganization, merger, consolidation, or sale such that the provisions of this
Warrant (including adjustments of the Purchase Price then in effect and number
of shares purchasable on exercise of this Warrant) shall be applicable after
that event, as near as reasonably may be, in relation to any shares or other
property deliverable after that event on exercise of this Warrant.

7. NOTICE.

     The Company shall promptly give written notice of each adjustment of the
Purchase Price or the number of shares of Common Stock or other securities
issuable on exercise of this Warrant, by certified mail, return receipt
requested, postage prepaid, to the registered holder of this Warrant at that
holder's address as shown on the Company's books. The notice shall state the
adjustment and show in reasonable detail the facts on which that adjustment is
based.

     If (i) the Company shall pay any dividend payable in stock on its Common
Stock or make any other distributions to the holders of its Common Stock (other
than a dividend in Common Stock exempt from the adjustment provisions of this
Warrant), or (ii) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or any
other rights, or (iii) there shall be any capital reorganization or
reclassification of the Company's Common Stock or consolidation or merger of the
Company with or into another corporation, or (iv) there shall be any sale of all
or substantially all of the Company's properties and assets, or (v) there shall
be a voluntary of involuntary dissolution, liquidation, or winding up of the
Company, or (vi) the Company shall have received an offer approved by the Board
of Directors to purchase all or substantially of its assets; then, in each case,
the Company shall give at least 15 calendar days prior written notice (by
certified mail, return receipt requested) to the registered holder of this
Warrant at the address of that holder shown on the books of the Company, of the
date as of which the books of the Company shall close or a record shall be taken
for such dividend, distribution, or subscription rights, or the date as of which
the reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding up shall take place. That notice shall also specify the



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date as of which the holders of the Common Stock of record shall participate in
that dividend, distribution, or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable on such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding up (on which date, in the event of voluntary or
involuntary dissolution, liquidation, or winding up of the Company, or
consolidation or merger in which the Company is not a surviving entity or
becomes a wholly-owned subsidiary, the right to exercise this Warrant shall
cease).


8. COVENANTS.

     The Company covenants that it will not, by amendment of its articles of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action
avoid, or seek to avoid, the observance or performance of any of the terms of
this Warrant, but will, at all times and in good faith, assist in carrying out
all those terms and in taking all action necessary or appropriate to protect the
rights of the holder of this Warrant against other impairment. Without limiting
the generality of the above provision, the Company:

     (i)  will take all necessary or appropriate action in order that the
          Company may validly and legally issue fully paid and nonassessable
          shares of Common Stock on exercise of this Warrant;

     (ii) will not increase the par value of the shares of Common Stock
          receivable on the exercise of this Warrant above the amount payable
          for those shares on such exercise; and

     (iii) will at all times reserve and keep available, solely for issuance
          upon exercise of this Warrant, all shares of Common Stock or other
          securities from time to time issuable upon exercise of this Warrant.

9. CHANGES IN WARRANT.

     The form of this Warrant need not be changed because of any adjustment in
the Purchase Price or in the number of shares of Common Stock purchasable upon
its exercise. A Warrant issued after any such adjustment or any partial exercise
or in replacement may continue to express the same Purchase Price and the same
number of shares of Common Stock (appropriately reduced in the case of partial
exercise) as are stated on the face of this Warrant as initially issued, and
that Purchase Price and the number of shares shall be considered to have been so
changed as of the close of business on the date of adjustment.

10. LOST CERTIFICATES.

     Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant, upon delivery of any
indemnity agreement or bond reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver, in lieu of this
Warrant, a new Warrant of like tenor.

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11. TRANSFERABILITY.

     This Warrant shall not be transferred or assigned unless the Company
receives an opinion of counsel reasonably acceptable to the Company (which
counsel may be counsel for the Company), stating that such transfer is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and the registration and qualification requirements under applicable state law.

12. GOVERNING LAW.

     This Warrant shall be governed by and construed and enforced in accordance
with the laws of California.

13. TAXES.

     The Company shall pay all documentary, stamp or other transactional taxes
attributable to the issuance or delivery of shares of Common Stock of the
Company upon exercise of all or any part of this Warrant; provided, however,
that the Company shall not be required to pay any taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificate
for such shares in a name other than that of the holder of this Warrant.

14. RIGHTS OF WARRANT HOLDER.

     No holder of this Warrant, as such, shall be entitled to vote or receive
dividends or be considered a shareholder of the Company for any purpose, nor
shall anything in this Warrant be construed to confer on any holder of this
Warrant, as such, any rights of a shareholder of the Company or any right to
vote, give or withhold consent to any corporate action, to receive notice of
meetings of shareholders, to receive dividends or subscription rights or
otherwise.

15. AMENDMENT.

     This Warrant and any of its terms may be changed only by a written
instrument signed by the Company and the holder of this Warrant.

DATED:    August 13, 1999            The Company:
                                    POLLUTION RESEARCH AND CONTROL
                                    CORP.,  a California corporation


                                    BY:  /s/ Albert E. Gosselin, Jr.
                                       -----------------------------
                                         Albert E. Gosselin, Jr., President
                                         and Chief Executive Officer

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                                SUBSCRIPTION FORM


TO: POLLUTION RESEARCH AND CONTROL CORP.


     The undersigned, the holder of the attached Warrant, hereby irrevocably
elects to exercise the purchase right represented by that Warrant for, and to
purchase under that Warrant, shares of Common Stock of POLLUTION RESEARCH AND
CONTROL CORP., and herewith makes payment of and requests that the certificates
for those shares be issued in the name of, and delivered to ,whose address is
and if said number of shares shall not be all the shares now purchasable under
the attached Warrant, the undersigned hereby requests that a new certificate be
registered in the name of and delivered to the undersigned for the balance of
the shares purchasable under the attached Warrant.

DATED:
                                                (Signature)

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

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

                                   Note: The above signature must correspond
                                   with the name written upon the face of the
                                   attached Warrant Certificate unless the
                                   Warrant has been properly and lawfully
                                   assigned.(City, State, Zip)