EXHIBIT 10.164
                                INVESTMENT LETTER
                                       AND
                  MEMORANDUM OF SUBSCRIPTION/PURCHASE AGREEMENT

                                  June 19, 1998

Pollution Research and Control Corp.
506 Paula Avenue
Glendale, California 91201

Gentlemen:

     In connection  with the  acquisition by the undersigned of 18,000 shares of
common stock, no par value per share (the "Common Stock"),  at a per share price
of $1.09 (60% of the bid price per share of Common  Stock as of June 18,  1998),
of Pollution  Research and Control Corp. (the "Company"),  in consideration  for
the sum of  $19,260.00  in cash,  the  undersigned  wishes to advise  you of his
understanding of, agreement with and/or representation of, the following:

     These securities are not being registered under the Securities Act of 1933,
as amended (the "Act"), on the ground that this sale is exempt from registration
under  Paragraph  4(1)  or  4(2)  of the  Act  and  the  Rules  and  Regulations
promulgated  thereunder  as not  involving  any public  offering.  The Company's
reliance on such  exemption is predicated in part on the  representation  of the
undersigned  that he is acquiring  such  securities  for  investment for his own
account,  with no present intention of dividing his participation with others or
reselling  or  otherwise  distributing  the  same.  These  securities  which the
undersigned is acquiring are "restricted  securities" as that term is defined in
Rule 144 of the General  Rules and  Regulations  under the Act. The  undersigned
acknowledges  that  he  understands  that  the  securities  covered  hereby  are
unregistered  and  must be  held  indefinitely,  unless  they  are  subsequently
registered under the Act or an exemption from such registration is available.

     The undersigned  agrees that any and all certificates,  which may be issued
representing the securities acquired hereunder,  shall contain substantially the
following legend, which the undersigned has read and understands:

          The shares  represented  by this  certificate  have not been
          registered under the Securities Act of 1933 (the "Act"), and
          are  "restricted  securities" as the term is defined in Rule
          144 under the Act.  The shares may not be offered  for sale,
          sold  or  otherwise   transferred   except  pursuant  to  an
          effective  registration statement under the Act, or pursuant
          to  an  exemption  from  registration  under  the  Act,  the
          availability   of  which  is  to  be   established   to  the
          satisfaction of the Company.

     The undersigned understands that the above legend on the certificates would
limit their value, including their value as collateral.


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     The  undersigned  further  acknowledges  that he  understands  that, if the
securities  have  been  held for a period  of at least  one year and if Rule 144
adopted  under  the Act if  applicable  (there  being no  representation  by the
Company that this Rule will be applicable),  then he may make only routine sales
of the securities in limited  amounts in a specified  manner in accordance  with
the terms and conditions of the Rule. The undersigned further  acknowledges that
he  understands  that, if Rule 144 is  applicable  (no assurance of which can be
made),  he may sell the  securities  without  quantity  limitation  in sales not
involving a market maker or through  brokerage  transactions only if he has held
the securities for at least two years. In case the Rule is not  applicable,  any
sales  made by the  undersigned  may be made only  pursuant  to other  available
exemption  from  registration  under  the  Act,  or  an  effective  registration
statement.

     The undersigned further acknowledges that he is aware that only the Company
can  file  a  registration  statement  or  an  offering  statement  pursuant  to
Regulation A under the Act and that the Company has no obligation to do so or to
take steps necessary to make Rule 144 available to him. The undersigned also has
been advised and acknowledges that he understands that, in the event Rule 144 is
not available, the circumstances under which he can sell the securities,  absent
registration or compliance with Regulation A, are extremely limited.

     The undersigned further  acknowledges and represents to the Company that he
is purchasing the securities for his own account and not as a trustee or nominee
for any other person or persons,  and that the funds or  consideration  invested
are his own. The undersigned further  acknowledges and represents that there are
no  existing  legal  restrictions  applicable  to him which would  preclude  his
acquisition of the securities for investment purposes, as described hereinabove.
The  undersigned  further  represents that he has no present plans to enter into
any contract,  undertaking,  agreement or arrangement for resale,  distribution,
subdivision or fractionalization of the securities purchased hereby.

     The undersigned further acknowledges that he understands that an investment
in the Company is extremely speculative and subject to a high degree of risk. In
this  connection,  the  undersigned  understands  that he may  lose  his  entire
investment in the Company.

     The undersigned further  acknowledges and represents to the Company that he
is able  to  bear  the  economic  risk of  losing  his  entire  investment.  The
undersigned  further  acknowledges  and warrants that his overall  commitment to
investments which are not readily marketable is not  disproportionate to his net
worth  and  his  investment  in the  securities  will  not  cause  such  overall
commitment to become excessive.  The undersigned  further represents that he has
adequate means of providing for his current needs and personal contingencies and
that he has no need for  liquidity  in  connection  with his  investment  in the
securities.

     The undersigned  further  acknowledges that he fully understands and agrees
that the  price of the  Company's  securities  acquired  by him was  arbitrarily
determined  without  regard  to any  value of the  securities.  The  undersigned
understands, additionally, that the price of the securities bears no relation to
the value of the  assets or net worth of the  Company or any other  criteria  of
value.  The  undersigned is aware that no  independent  evaluation has been made
with respect to the value of the securities. The undersigned further understands

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and agrees  that shares of the common  stock of the Company  have been or may in
the future be issued to certain other persons for a  consideration  which may be
less than the price paid by him for the securities.

     The undersigned further  acknowledges and represents to the Company that he
is knowledgeable and experienced in venture capital  investments in general and,
in particular, with respect to investments similar in nature to an investment in
the Company.  The frequency of the  undersigned's  prior  investments  in stocks
(including restricted stocks), in general, and in high technology companies,  in
particular, and other investments, of whatever kind, is as follows (check one in
each column):

                                Restricted        High Technology
                    Stocks        Stocks             Companies         Other
                    ------        ------             ---------         -----

Frequently               x              x                       x           x
                    ------        -------           -------------       ------
Occasionally        ______        _______           _____________       ______

Never               ______        _______           _____________       ______

     The undersigned  further  acknowledges that he is capable of evaluating the
merits and risks of the Company.

     The  undersigned  further  acknowledges  that  he has  such  knowledge  and
experience  in financial  and business  matters that he is capable of evaluating
the merits and risks of an investment  in the Company;  that he has been advised
by the Company to consult with counsel  regarding this  investment;  and that he
has relied upon the advice of such counsel,  accountants or other consultants as
he deems  necessary with regard to tax aspects,  risks and other  considerations
involved in the  investment.  The  undersigned's  educational  and  occupational
background  which renders him capable of evaluating the merits and risks of this
investment as follows:


Attorney specializing in corporate, securities & business matters.. MBA Harvard
--------------------------------------------------------------------------------
Business School (1972). JD Harvard Law School (1972)
--------------------------------------------------------------------------------

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

     The undersigned has made, or caused to be made, such  investigation  of the
Company,  its  management  and its  operations  as he  considers  necessary  and
appropriate to enable him to make an informed decision regarding his investment.

     Prior to making his  investment,  the  undersigned  was presented  with and
acted upon the  opportunity  to ask  questions  of and receive  answers from the
Company and its management  relating to the Company and to obtain any additional
information  necessary to verify the accuracy of the information  made available
to him.


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     Prior to making  his  investment,  the  undersigned  made  arrangements  to
conduct such inspection as he deems necessary of the books, records,  contracts,
instruments and other data relating to the Company.

     Before acquiring these  securities,  the undersigned was presented with and
understood  the Company's  business  plan,  including,  among other things,  the
nature of the Company, financial reports and management.

     The  undersigned  agrees that,  upon the delivery of  certificates  for his
shares,  the undersigned  will execute and deliver to and for the benefit of the
Company any instruments the Company may require to evidence that the purchase of
his shares is for investment purposes only.

     On the date the  undersigned  acquired the  securities,  he had a net worth
(exclusive of home, furnishings and personal automobile) of:

         ( )      Less than $500,000
         ( )      $500,000 - $1,000,000
         ( )      $1,000,000 - $3,000,000
         (x)      $3,000,000 - $5,000,000
         ( )      More than $5,000,000

     Liquid assets constituted the following percentage of the undersigned's net
worth, or his joint net worth with his spouse, on the date of acquisition of the
securities:

         ( )      Less than 1%
         ( )      1% - 10%
         ( )      10% - 20%
         ( )      20% - 50%
         (x)      More than 50%

     The undersigned's approximate net taxable income (after regular deductions)
in each of the two most recent calendar years was:

         ( )      Less than $100,000
         ( )      $100,000-$200,000
         (x)      $200,000-$500,000
         ( )      $500,000-$1,000,000
         ( )      More than $1,000,000

     The  undersigned's  approximate  net taxable  income in the current year is
expected to be:

         ( )      Less than $100,000
         ( )      $100,000-$200,000
         (x)      $200,000-$500,000

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         ( )      $500,000-$1,000,000
         ( )      More than $1,000,000

     Based  upon  the  foregoing,   the  undersigned  hereby   acknowledges  and
understands the high risk and  speculative  nature of the shares of common stock
of the Company which he is acquiring and the nature of the management, financial
condition,  and all other  pertinent  factors  regarding  the  Company  and this
investment.  The undersigned  further  represents and warrants that he has fully
satisfied himself with respect to the nature of this investment. The undersigned
further  warrants and represents  that he has received no assurances of any kind
relative to, nor have there been any representations  made by the Company or any
of its principals or affiliates regarding,  any potential  appreciation in value
of the securities being acquired by him. The undersigned  hereby  represents and
warrants  that he has  sufficient  knowledge  and  experience  in  business  and
financial  matters to  evaluate  the merits and risks of an  investment  of this
type. The undersigned further represents and acknowledges that he has made other
investments   in  speculative   businesses   and  is  generally   familiar  with
"restricted"  securities and he is otherwise  knowledgeable  with respect to the
Company and its proposed  operations.  Based upon the foregoing  understandings,
the undersigned hereby reaffirms his acquisition of the securities  described in
this Investment Letter and Memorandum of Subscription/Purchase Agreement.

     The  foregoing   correctly   expresses  this  intent,   understanding   and
acknowledgements of the undersigned.



                                             /s/ Alan Talesnick
                                            ------------------------------------
                                             Alan Talesnick

Current Residence Address:   5030 Bow Mar Drive, Littleton, Co 80123
Current Residence Telephone Number:  303-795-5990
SS. No.  ###-##-####
Current Occupation and/or Business Position:  Attorney/President
Current Business Telephone Number:  303-572-6500
Current Name of Business with which Associated: Bearman Talesnick & Clowdus P.C.
Name of Person connected with Pollution Research
   And Control Corp., with whom conferred
   Concerning this investment:  William Richey, Phil Huss
Relationship, if any, with the above mentioned Co. Rep:  William Richey,
   stockbroker, former client,
Phil Huss, business relationship (former client)
Length of relationship:  William Richey 19 years, Phil Huss 2 years



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