EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is made and entered into as of
September 25, 2001, by and between Pollution Research and Control Corp., a
California corporation (the "COMPANY") and Jacques Tizabi, an individual
("OFFICER").

                                 R E C I T A L S

     A. The Company and Officer desire to assure that the Company retains the
services of Officer, whose experience, knowledge and abilities are extremely
valuable to the Company.

     B. As an inducement to retain the services of Officer, the Company has
agreed to grant Officer an option to purchase 1,150,000 shares of common stock
of the Company, $.001 par value, at $.30 per share (the "INCENTIVE OPTIONS").

                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the foregoing recitals and the terms,
covenants and conditions contained herein, the Company and Officer agree as
follows:

     1. EMPLOYMENT.

     Company hereby employs Officer, and Officer hereby accepts such employment,
as Chairman of the Board, Chief Executive Officer and President of the Company,
on the terms and subject to the conditions set forth herein.

     2. CAPACITY AND DUTIES.

        2.1 Officer shall serve the Company as its Chairman of the Board, Chief
Executive Officer and President and shall report directly to the Board of
Directors of the Company (the "BOARD OF DIRECTORS").

        2.2 Subject to the direction and control of the Board of Directors,
Officer shall have the full authority and responsibility to operate and manage,
on a day to day basis, the business and affairs of the Company, and shall
perform such other duties and responsibilities as are prescribed by the Bylaws
of the Company and which are customarily vested in the office of president of a
corporation.

        2.3 Officer shall devote his business time, energy and efforts
faithfully and diligently to promote the Company's interests.

        2.4 The terms of this Section 2 shall not prevent Officer from
performing his duties for Astor Capital, Inc. in such form or manner as he
chooses and spending such time, whether or not during business hours, as he
deems necessary, so long as he is able to fulfill his duties pursuant to Section
2 above.


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        2.5 Except for routine travel incident to the business of the Company,
Officer shall perform his duties and obligations under this Agreement
principally from an office provided by the Company in Los Angeles, California or
the surrounding area.

     3. TERM.

     This Agreement shall be effective as of the date hereof (the "EFFECTIVE
DATE") and shall govern Officer's employment from and after such date. As of any
given date, (the "DATE OF DETERMINATION"), Officer's employment shall terminate
on the fifth anniversary of the Date of Determination, unless sooner terminated
in accordance with the provisions of this Agreement or extended by an amendment
executed by the Company and the officer (the "Term"). Accordingly, there shall
always for all purposes be a minimum of at least five years remaining on the
Term under this Agreement.

     4. COMPENSATION.

        4.1 BASE SALARY.

            4.1.1 As compensation for services rendered under this Agreement,
the Company shall pay to Officer a base salary (the "BASE SALARY") computed in
accordance with Section 4.1.2 below during the Term, payable in accordance with
the normal payroll procedures of the Company.

            4.1.2 During the Term, Officer's Base Salary shall be $250,000 and
shall be adjusted as provided in this Section. Commencing on January 1, 2003,
and on each anniversary thereafter, or from time to time at the sole discretion
of the Compensation Committee of the Board of Directors (the "COMPENSATION
COMMITTEE"), Officer's Base Salary shall be reviewed by the Compensation
Committee and may be increased, but may never be decreased, in the sole
discretion of the Compensation Committee. In determining whether to increase
Officer's Base Salary, the Compensation Committee may engage a reputable
compensation consulting firm to determine comparable compensation packages
provided to executives in similarly situated companies.

            4.1.3 The Company may deduct from the Base Salary amounts sufficient
to cover applicable federal, state and/or local income tax withholdings and any
other amounts which the Company is required to withhold by applicable law.

        4.2 CASH BONUS PLAN. The Compensation Committee shall adopt a cash bonus
plan designed to provide Officer an opportunity to earn annual cash bonuses
during each calendar year during his employment which, when added to Officer's
Base Salary, shall provide officer a level of compensation comparable to
compensation generally prevailing for other chief executive officers of publicly
traded companies which are comparable to the Company. The factors to be used to
select which companies are comparable to that of the Company shall include, but
not be limited to, industry group, revenues, operating income, growth rate,
number of employees and location. The annual performance goals to be met (the,
"ANNUAL PERFORMANCE GOAL") in order to earn portions or all of the bonus
provided under the plan shall be determined through consultation between the
Officer and the Compensation Committee. If requested by the Compensation
Committee or Officer, the Company shall retain a reputable,


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nationally recognized compensation consultant to assist the Compensation
Committee in identifying comparable companies and to make recommendations
regarding the structure and amount of the cash bonus plan. The amount of the
cash bonus for any particular calendar year shall be determined as follows: (i)
if Officer substantially achieves the Annual Performance Goal for such calendar
year, officer shall receive a cash bonus of at least 50% of the Officer's Base
Salary for such calendar year; and (ii) if Officer exceeds the Annual
Performance Goal for such calendar year, Officer shall receive a cash bonus
between 50% and 100% of the Officer's Base Salary for such calendar year. If
this Agreement is terminated in the middle of a calendar year, Officer shall
receive a cash bonus for services rendered through the Termination Date (as
defined below) equal to the cash bonus he would have received for the entire
calendar year, pro rated through the Termination Date. All cash bonuses
hereunder shall be paid to Officer within five business days following the date
the audited consolidated financial statements for the Company for the applicable
calendar year become available.

        4.3 STOCK OPTIONS. The Company hereby grants to Officer the Incentive
Options, which are fully vested as of the date hereof. All options to purchase
the Company's common stock currently outstanding or which may be granted to
Officer whether pursuant to a Company Stock Option Plan or otherwise and
notwithstanding the provisions of any other agreement to the contrary, may be
exercised by Officer or by Officer's family by delivery of a promissory note in
the amount of the total exercise price of the option (the "EXERCISE PRICE"). The
promissory note shall bear interest at the minimum Applicable Federal Rate,
shall be nonrecourse except to the security referred to in the following clause,
shall be secured by the common stock of the Company so purchased, and shall be
payable in full (principal and interest) on the fourth anniversary of the date
of the purchase of the shares. Notwithstanding the foregoing, Officer shall
apply all proceeds from the sale of the shares so purchased by delivery of a
promissory note to the repayment of principal and interest outstanding under the
promissory note until all principal and interest is paid in full. The Company
shall maintain an effective registration statement covering the shares
underlying the options granted to Officer whether pursuant to a Company Stock
Option Plan or otherwise.

        4.4 BENEFITS.

            4.4.1 VACATION. Officer shall be entitled to five weeks paid
vacation for each calendar year during Officer's employment; provided, however,
that vacation shall only be taken at such times as not to interfere with the
necessary performance of Officer's duties and obligations under this Agreement.

            4.4.2 AUTOMOBILE. The Company shall provide Officer with the use of
a luxury automobile that is selected by Officer and approved by the Compensation
Committee (the "AUTOMOBILE Cost"). Commencing January 1, 2003, and annually
thereafter, the Automobile Cost may, at Officer's sole discretion, be increased
5% per annum. On the earlier of significant damage or destruction or attaining
two years of age, the Company shall replace such automobile with a new
automobile selected by Officer and approved by the Compensation Committee. The
Company shall pay all costs of insurance, repair, maintenance and operation of
such automobile. At the end of the two year period referred to herein (or the
Termination Date, if earlier), Officer may, but is not obligated to, purchase
the automobile for the book value of the automobile on the Company's financial
records.


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            4.4.3 CLUB MEMBERSHIPS. The Company shall reimburse Officer for the
initiation and monthly dues for Officer's membership in two health clubs and one
country club selected by Officer, provided the aggregate of such dues shall not
exceed $1,500 per month during the first year of the Term. Commencing January 1,
2003, and continuing annually thereafter, such monthly dues may, at Officer's
sole discretion, increase 5% per annum.

            4.4.4 OTHER BENEFITS; INSURANCE. During the term of Officer's
employment under this Agreement, if and to the extent eligible, Officer shall be
entitled to participate in all operative officer benefit and welfare plans of
the Company then in effect ("COMPANY OFFICER BENEFIT PLANS"), including, to the
extent then in effect, group life, medical, disability and other insurance
plans, all on the same basis generally applicable to the executives of the
Company; provided, however, that nothing contained in this Section 4.4.4 shall,
in any manner whatsoever, directly or indirectly, require or otherwise prohibit
the Company from amending, modifying, curtailing, discontinuing or otherwise
terminating, any Company Officer Benefit Plan at any time (whether during or
after the Term) except that the Company will at all times during the Term and
any severance period referred to in Section 8 or 9 hereof maintain medical
insurance covering Officer and his dependents with benefits at least as
favorable as those provided by the Company to its executives as of the
Termination Date.

            4.4.5 ENTERTAINMENT. The Company shall reimburse Officer for the
cost of entertainment provided by Officer to the Company's customers, vendors,
employees and strategic partners, provided the aggregate of such annual cost
does not exceed $100,000 per annum during the first year of the Term. Commencing
January 1, 2003 and continuing annually thereafter, the cost of entertainment
may, at Officer's sole discretion, be increased 5% per annum.

            4.4.6 REIMBURSEMENT. Officer shall be entitled to reimbursement from
the Company for the reasonable costs and expenses incurred in connection with
the performance of the duties and obligations provided for in this Agreement.
Reimbursement shall be paid upon prompt presentation of expense statements or
vouchers and such other supporting information as the Company may from time to
time require.

     5. INDEMNIFICATION.

     The Company and Officer are parties to an Indemnification Agreement,
pursuant to which, inter alia, the Company has agreed, on the terms and
conditions therein set forth, to indemnify officer against certain claims
arising by reason of the fact that he is or was an officer or director of the
Company.

     6. TRADE SECRETS.

     Officer will not at any time during the Term and for the three year period
thereafter, in any fashion, form, or manner, unless specifically consented to in
writing by the Company, either directly or indirectly use or divulge, disclose
or communicate to any person, firm or corporation, any confidential information
of any kind, nature or description concerning any matters affecting or relating
to the business of the Company, except in the ordinary course of the Company's
business. All equipment, notebooks, documents, memoranda, report, files,
samples, books,


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correspondence, lists, other written and graphic records, and the like,
affecting or relating to the business of the Company, which Officer shall
prepare, use, construct, observe, possess or control, shall be and remain the
Company's sole property. Officer's obligation under the preceding sentence shall
continue in effect after the end of Officer's employment with the Company and
the obligations shall be binding on Officer's assigns, heirs, executors,
administrators, and other legal representatives.

     7. RETURN OF CORPORATE PROPERTY AND TRADE SECRETS.

     Upon termination of this Agreement for any reason, Officer, or his estate
in the event of his death, shall turn over to the Company all correspondence,
property, writings or documents then in his possession or custody belonging to
or relating to the affairs of the Company or any of its subsidiaries or
affiliates or comprising or relating to the Trade Secrets.

     8. TERMINATION OF EMPLOYMENT.

        8.1 TERMINATION IN CASE OF DEATH.

            8.1.1 Officer's employment hereunder shall terminate immediately
upon the death of Officer.

            8.1.2 Upon termination of Officer's employment pursuant to this
Section 8.1, the Company shall pay to Officer's estate, on the Termination Date,
a lump sum payment of an amount equal to (x) all accrued and unpaid salary and
other compensation payable to Officer by the Company and all accrued and unused
vacation and sick pay payable to officer by the Company with respect to services
rendered by Officer to the Company through the Termination Date, and (y) the
amount officer would have earned as Base Salary during the remaining scheduled
Term of the Agreement (computed without regard to the termination of the
Agreement pursuant to this Section 8.1).

        8.2 TERMINATION IN CASE OF DISABILITY.

            8.2.1 If Officer suffers a physical or mental disability which
results in officer being unable to perform his duties hereunder for a 26
consecutive week period, then the Board of Directors shall select a qualified
physician to examine officer and review his physical and mental capacity. If
such physician determines in good faith that such physical or mental disability
renders Officer incapable of performing his duties hereunder for a period of at
least 26 consecutive weeks following the date of such physician's written
opinion, then Officer's employment shall terminate effective as of the date of
such physician's written opinion.

            8.2.2 Upon termination of Officer's employment pursuant to this
Section 8.2, the Company shall pay to Officer, on the Termination Date, a lump
sum payment of an amount equal to (x) all accrued and unpaid salary and other
compensation payable to officer by the Company and all accrued and unused
vacation and sick pay payable to Officer by the Company with respect to services
rendered by Officer to the Company through the Termination Date, and (y) the
amount officer would have earned as Base Salary during the remaining scheduled
Term of the Agreement (computed without regard to the termination of the
Agreement pursuant to this Section 8.2); provided, however, such amount shall be
reduced by the amount of


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any payments to be paid to Officer under any long-term disability insurance
policy maintained by the Company for the benefit of officer pursuant to Section
4.4.4.

        8.3 TERMINATION BY OFFICER FOR CAUSE.

            8.3.1 The employment of Officer hereunder shall terminate
immediately upon written notice delivered by Officer to the Company upon the
occurrence of any of the following events:

                  8.3.1.1 The willful breach of any of the material obligations
of the Company to Officer under this Agreement following written notice
delivered to the Company and a reasonable cure period not to exceed 30 days;

                  8.3.1.2 The Company's chief executive offices are moved to a
location outside of Los Angeles County, California; or

                  8.3.1.3 Officer fails to be reelected to, or is removed from,
the Board of Directors of the Company.

            8.3.2 Upon termination of Officer's employment pursuant to this
Section 8.3, the Company shall pay to Officer, on the Termination Date, a lump
sum payment of an amount equal to (x) all accrued and unpaid salary and other
compensation payable to officer by the Company and all accrued and unused
vacation and sick pay payable to Officer by the Company with respect to services
rendered by Officer to the Company through the Termination Date, and (y) the
amount officer would have earned as Base Salary during the remaining scheduled
Term of the Agreement (computed without regard to the termination of the
Agreement pursuant to this Section 8.3), plus an amount equal to five times (i)
in the event no previous bonus has been paid or is payable pursuant to this
Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus
has been paid or is payable to officer, the greater of (a) the last annual bonus
paid or payable to Officer pursuant to this Agreement; and (b) the average
annual bonus based on all annual bonuses paid or payable to Officer pursuant to
this Agreement. In addition to the foregoing, and notwithstanding the provisions
of any other agreement to the contrary, (x) the Company shall continue to
provide to Officer all other benefits that would otherwise be payable to officer
pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the remaining scheduled
Term of the Agreement (computed without regard to the termination of the
Agreement pursuant to this Section 8.3).

        8.4 TERMINATION BY OFFICER WITHOUT CAUSE.

            8.4.1 This Agreement shall terminate immediately upon delivery to
the Company of written notice of termination by Officer without cause.

            8.4.2 Upon termination of this Agreement pursuant to this Section
8.4, the Company shall pay to Officer, on the Termination Date, a lump sum
payment of an amount equal to all accrued and unpaid salary and other
compensation payable to Officer by the Company and all accrued and unused
vacation and sick pay payable to Officer by the Company with respect to services
rendered by Officer to the Company through the Termination Date.


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        8.5 TERMINATION BY THE COMPANY FOR CAUSE.

            8.5.1 The Company may terminate Officer's employment pursuant to
this Agreement only for cause by delivering a written notice to Officer. For
purposes of this Section 8.5, cause is defined as conviction (including any plea
of guilty or no contest) of (x) any felony involving the embezzlement, theft or
misappropriation of monies or other property, of the Company or otherwise, or
(y) any crime of moral turpitude.

            8.5.2 Upon termination of this Agreement pursuant to this Section
8.5, the Company shall pay to Officer, on the Termination Date, all accrued and
unpaid salary and other compensation, payable to Officer by the company and all
accrued and unused vacation and sick pay payable to Officer by the Company with
respect to services rendered by the Officer to the Company through the
Termination Date in a lump sum payment. The Company shall have no further
obligation to the Officer pursuant to this Agreement.

        8.6 TERMINATION DATE. For purposes of this Section 8, the term,
"TERMINATION DATE" shall mean that date on which officer's employment is
terminated pursuant to this Section 8.

     9. SEVERANCE PAYMENTS UPON CHANGE IN CONTROL.

        9.1 SEVERANCE PAYMENT. Upon the occurrence of a Change in Control (as
defined in Section 9.5 below) of the Company, the employment of Officer
hereunder shall terminate and the Company, in lieu of any payment otherwise due
under Section 8 hereof, shall pay to Officer in cash, on the fifth day following
the date on which the Change of Control occurs (which for the purposes of this
Section 9 shall be the Termination Date), the following:

            9.1.1 All accrued and unpaid salary and other compensation payable
to Officer by the Company for services rendered by Officer to the Company
through the Termination Date;

            9.1.2 All accrued and unused vacation and sick pay payable to
Officer by the Company with respect to services rendered by Officer to the
Company through the Termination Date; and

            9.1.3 Severance pay in an amount equal to (x) the Base Salary
Officer would have earned during the remaining scheduled Term of the Agreement
(computed without regard to the Change in Control described in this Section 9),
plus an amount equal to five times (y) (i) in the event no previous annual bonus
has been paid or is payable pursuant to this Agreement, 20% of Officer's Base
Salary, or (ii) in the event at least one annual bonus has been paid or is
payable to Officer, the greater of (a) the last annual bonus paid or payable to
Officer pursuant to this Agreement, or (b) the average annual bonus based on all
annual bonuses paid or payable to Officer pursuant to this Agreement.

        9.2 CONTINUATION OF BENEFITS. The Company shall continue for the
remaining scheduled Term of the Agreement (computed without regard to the Change
in Control described in this Section 9), to provide Officer with all benefits
that would have been payable to him


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pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof if Officer had been employed
by the Company during such period.

        9.3 VESTING OF OPTIONS. In addition to the foregoing, and
notwithstanding the provisions of any other agreement to the contrary, upon the
occurrence of a Change in Control, all options to purchase common stock of the
Company which have been granted to Officer by the Company shall become
immediately exercisable on the Termination Date and, notwithstanding any other
agreement to the contrary, shall remain exercisable for the full term of each
such option.

        9.4 PROVISION OF SERVICES FOLLOWING CHANGE IN CONTROL. At the request of
the Company, Officer shall continue to serve hereunder for a period of up to 180
days following the Termination Date. If the Company requests Officer to perform
such services, Officer shall be compensated from and after the Termination Date
for the period that officer actually remains employed by the Company at his then
current Base Salary. Any such amounts payable to Officer shall be in addition to
and not in lieu of the amounts payable to officer under Section 9.1 above. Upon
the later to occur of an occurrence of a Change of Control or the termination of
any period during which officer continues to provide services as aforesaid,
Officer's employment hereunder shall terminate.

        9.5 CHANGE IN CONTROL. For purposes of this Section 9, a "Change in
Control" shall mean (i) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the
Company and the Company's subsidiaries (if any), taken as a whole, to any
unaffiliated entity in an arm's length transaction; (ii) the Company
consolidates with or merges into an unaffiliated entity or an unaffiliated
entity consolidates with, or merges into, the Company, in any such event
pursuant to an arm's length transaction in which the outstanding shares of
common stock of Company are changed into or exchanged for cash, securities or
other property, other than any such transaction where the holders of the shares
of common stock of Company immediately prior to such transaction own, directly
or indirectly, not less than a controlling interest in the voting equity of the
surviving or resulting entity immediately after such transaction; or (iii) the
consummation of any transaction or series of transaction (including, without
limitation, any merger or consolidation) the result of which is that any
unaffiliated entity or person, becomes the beneficial owner (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934,
as amended), directly or indirectly, of 51% or more of the voting equity of
Company.

     The parties believe that the payments pursuant to Sections 8 and 9 hereof
do not constitute "Excess Parachute Payments" under Section 280G of the Internal
Revenue Code of 1986, as amended (the "CODE"). Notwithstanding such belief, if
any benefit under these sections constitutes an "Excess Parachute Payment" the
Company shall pay to Officer an additional amount ("TAX PAYMENT") such that the
excess of all Excess Parachute Payments (including payments under this sentence)
over the sum of excise tax thereon under Section 4999 of the Code and income tax
thereon under Subtitle A of the Code and under applicable state law is equal to
the excess of all Excess Parachute Payments (excluding payments under this
sentence) over income tax thereon under Subtitle A of the Code and under
applicable state law. Such Tax


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Payment shall be paid to Officer concurrently with the severance payment
referred to in Section 9.1 above.

     10. NO MITIGATION.

     The payments required to be paid to Officer by Company pursuant to Sections
8 and 9 shall not be reduced by or mitigated by amounts which Officer earns or
is capable of earning during any period following his Termination Date.

     11. INJUNCTIVE RELIEF.

     Officer hereby recognizes, acknowledges and agrees that in the event of any
breach by Officer of any of his covenants, agreements, duties or obligations
hereunder, the Company would suffer great and irreparable harm, injury and
damage, the Company would encounter extreme difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately compensated in damages in
any action at law. Officer therefore agrees that, in addition to any other
remedy the Company may have at law, in equity, by statute or otherwise, in the
event of any breach by Officer of any of the covenants, agreements, duties or
obligations hereunder, the Company or its subsidiaries shall be entitled to seek
and receive temporary, preliminary and permanent injunctive and other equitable
relief from any court of competent jurisdiction to enforce any of the rights of
the Company or its subsidiaries or any of the covenants, agreements, duties or
obligations of Officer hereunder, or otherwise to prevent the violation of any
of the terms or provisions hereof, all without the necessity of proving the
amount of any actual damage to the company or its subsidiaries thereof resulting
therefrom; provided, however, that nothing contained in this Section 11 shall be
deemed or construed in any manner whatsoever as a waiver by the Company or its
subsidiaries of any of the rights which any of them may have against officer at
law, in equity, by statute or otherwise arising out of, in connection with or
resulting from the breach by Officer of any of his covenants, agreements, duties
or obligations hereunder.

     12. MISCELLANEOUS.

        12.1 ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto relating to the subject matter hereof and cannot be
changed or terminated except in writing signed by both Officer and the Company.

        12.2 LIMITED LIABILITIES. All liabilities incurred by Officer in his
capacity as an officer hereunder shall be incurred for the account of the
Company, and Officer shall not be personally liable therefor. Officer shall not
be liable to the Company, or any of its respective subsidiaries, affiliates,
employees, officers, directors, agents, representatives, successors, assigns,
stockholders, and their respective subsidiaries and affiliates. The Company
shall, and hereby agrees to, indemnify, defend and hold Officer harmless from
and against any and all damages and/or loss or liability (including, without
limitation, all costs of defense thereof), for any acts or omissions in the
performance of service under and within the scope of this Agreement on the part
of Officer.

        12.3 NOTICES. All notices, requests and other communications
(collectively, "Notices") given pursuant to this Agreement shall be in writing,
and shall be delivered by


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facsimile transmission with a copy delivered by personal service or by United
States first class, registered or certified mail (return receipt requested),
postage prepaid, addressed to the party at the address set forth below:

If to the Company:                  Pollution Research and Control Corp.
                                    9300 Wilshire Blvd., Suite 308
                                    Beverly Hills, CA 90210
                                    Attention:  Board of Directors
                                    Facsimile No.:  (310) 273-2661

If to Officer:                      Jacques Tizabi
                                    10560 Wilshire Blvd., #1703
                                    Los Angeles, CA  90024


     Any Notice shall be deemed duly given when received by the addressee
thereof, provided that any Notice sent by registered or certified mail shall be
deemed to have been duly given three days from date of deposit in the United
States mails, unless sooner received. Either party may from time to time change
its address for further Notices hereunder by giving notice to the other party in
the manner prescribed in this Section 12.3.

        12.4 GOVERNING LAW. This Agreement has been made and entered into in the
state of California and shall be construed in accordance with the laws of the
State of California without regard to the conflict of laws principles thereof.

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

        12.6 SEVERABLE PROVISIONS. The provisions of this Agreement are
severable, and if any one or more provisions are determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.

        12.7 SUCCESSORS AND ASSIGNS. This Agreement and all obligations and
benefits of Officer and the Company hereunder shall bind and inure to the
benefit of Officer and the Company, their respective affiliates, and their
respective successors and assigns; provided, however, that Officer may not
assign any or all of his rights or duties hereunder except following the prior
written consent of the Company.

        12.8 AMENDMENTS AND WAIVERS. No amendment or waiver of any term or
provision of this Agreement shall be effective unless made in writing. Any
written amendment or waiver shall be effective only in the instance given and
then only with respect to the specific term or provision (or portion thereof) of
this Agreement to which it expressly relates, and shall not be deemed or
construed to constitute a waiver of any other term or provision (or portion
thereof) waived in any other instance.


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        12.9 TITLE AND HEADINGS. The titles and headings contained in this
Agreement are included for convenience only and form no part of the agreement
between the parties.

        12.10 SURVIVAL. Notwithstanding anything to the contrary contained
herein, the provisions of sections 6, 7, 8, 9, 10 and 11 shall survive the
termination of this Agreement.


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     IN WITNESS WHEREOF, this Agreement has been executed as of the date first
set forth above.

                                            POLLUTION RESEARCH AND CONTROL
                                            CORP., A CALIFORNIA CORPORATION


                                            By:   /S/ MICHAEL COLLINS
                                                 ------------------------------
                                            Its:  DIRECTOR
                                                 ------------------------------


ACCEPTED AND AGREED TO:

/S/ JACQUES TIZABI
------------------------------
Jacques Tizabi


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