EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 6th day of
May, 2009, by and between PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware
corporation (the “Company”), and Larry McNamara (the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
the Company believes that the services, knowledge, and contributions of the
Executive to the Company are of critical importance to the Company;

     

    WHEREAS,
the Company wishes to ensure that the Executive will continue to provide his
services, knowledge and contributions to the Company; and

     

    WHEREAS,
the Executive is currently a “specified employee” as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
promulgated thereunder (collectively, “Section 409A”);

     

    WHEREAS,
the Company and the Executive have previously entered into, or may from time to
time enter into a separate arrangement, to provide certain management incentive
compensation bonuses to the Executive based on the Company’s performance during
a particular year or other period or periods (an “Incentive Plan”).

     

    NOW,
THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties set forth in this Agreement, the Company and the
Executive agree as follows:

     

    1.           Term.  Unless
sooner terminated pursuant to the terms hereof, the term of this Agreement shall
commence on the date hereof and terminate three (3) years from the date hereof,
subject to extension by mutual agreement of the parties hereto (the
“Term”).

     

    2.           Position and
Duties.

     

    
      	
               
      

            	
              2.1.

            	
              Position.  The
      Company agrees to employ the Executive, and the Executive agrees to such
      employment, as Chief Operating Officer of the Company, or such other
      position as the Executive and the Company indicate in writing as being
      acceptable to them.  The Executive’s authority and duties,
      including, but not limited to, hierarchical standing in the Company and
      reporting requirements within the Company, shall be substantial similar in
      all material respects with the most significant of those exercised by the
      Executive during the 90 day period immediately preceding the date of this
      Agreement, except as otherwise agreed to in writing executed by both the
      Executive and the Company.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              Location.  The
      Executive’s duties and services shall be performed in Oak Ridge,
      Tennessee, or any other office location satisfactory to the Board of
      Directors, except for travel responsibilities required in the performance
      of the Executive’s duties.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.3.

            	
              Duties.  Excluding
      any periods of vacation and sick leave to which the Executive is entitled,
      and except as otherwise provided in Section 2.4 below, the Executive
      agrees to faithfully perform the duties of his office, and to devote his
      full attention and time to the business and affairs of the Company, to the
      extent consistent with this Section
2.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              Other
      Activities.  It shall not be a violation of this
      Agreement for the Executive to (i) serve on corporate, civic or charitable
      boards or committees, (ii) deliver lectures, fulfill speaking engagements
      or teach at educational institutions, and (iii) manage personal
      investments, so long as such activities do not significantly interfere
      with the performance of the Executive’s responsibilities as an employee of
      the Company in accordance with this
Agreement.

            


    

     

    3.           Compensation and
Benefits.

     

    
      	
               
      

            	
              3.1.

            	
              Annual Base
      Salary.  The Compensation and Stock Option Committee of
      the Board of Directors of the Company (the “Compensation Committee”) has
      set the annual base salary of the Executive at $216,320 Dollars per year
      (“Base Salary”), which Base Salary is payable by the Company to the
      Executive in equal bi-weekly installments, less appropriate withholdings
      and deductions in accordance with the Company’s customary payroll
      practices, with the amount of the Base Salary payable each year subject to
      adjustment as provided in Section 3.3
      below.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              Adjustment to Base
      Salary.  The Base Salary may be increased, but not be
      reduced, from time to time as determined by and in the sole discretion of
      the Compensation Committee.

            


    

     

    
      	
               
      

            	
              3.3.

            	
              Incentive Compensation
      Bonus.  In addition to the Base Salary, each year during
      the Term the Company will pay to the Executive the incentive compensation
      bonus, if any, that is payable pursuant to any Incentive Plan in effect
      for such year that may be adopted by the Board of Directors of the Company
      or the Compensation Committee and agreed to by the Executive with respect
      to the particular fiscal year of the Company, (an “Incentive Bonus”) in
      accordance with and pursuant to the terms of the Incentive
      Plan.  The Incentive Bonus, if any, may be modified, changed or
      terminated at anytime or for any reason by the Compensation Committee in
      its sole discretion in accordance with the terms of the particular
      Incentive Plan.

            


    

     

    
      	
               
      

            	
              3.4.

            	
              Benefits.  During
      the Term, the Executive shall be entitled to participate in all employee
      benefit plans that are generally made available to other employees of the
      Company, subject to the terms and conditions of such benefits and plans
      and, as such benefits and plans may be changed by the Company from time to
      time.  Such benefits include, but not limited to, (i) group
      medical insurance coverage, (ii) group life insurance coverage and (iii)
      certain stock option plans.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.5.

            	
              Expenses.  During
      the Term, the Company shall pay directly, or reimburse the Executive, for
      any reasonable and necessary expenses and costs incurred by the Executive
      in connection with, or arising out of, the performance of the Executive’s
      duties hereunder, provided that such expenses and costs shall be paid or
      reimbursed subject to such rules, regulations, and policies of the Company
      as established from time to time by the Company.  In event the
      Executive incurs legal fees and expenses to enforce this Agreement, the
      Company shall reimburse the Executive such reasonable fees in
      full.

            


    

     

    
      	
               
      

            	
              3.6.

            	
              Fringe
      Benefits.  During the Term, the Executive shall be
      entitled to all fringe benefits including, but not limited to, vacation in
      accordance with the most favorable plans, practices, programs and policies
      of the Company during 12- month period immediately preceding the date of
      this Agreement, or, if more favorable to the Executive, as in effect at
      any time thereafter with respect to other employees of the
      Company.

            


    

     

    4.           Termination.

     

    
      	
               
      

            	
              4.1.

            	
              Termination by the
      Company as a Result of Death or Disability; Termination by the Company for
      Cause.  At any time during the Term, the Executive’s
      employment with the Company may be terminated for the following
      reasons:

            


    

     

    
      	
               
      

            	
              4.1.1

            	
              Death.  The
      Executive’s employment with the Company shall terminate automatically upon
      the Executive’s death.

            


    

     

    
      	
               
      

            	
              4.1.2

            	
              Disability.

            


    

     

    
      
        	
              	
                4.1.2.1

              	
                Definition.  “Disability”
      of the Executive is defined for the purposes of this Agreement as the
      Executive being unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12
months.

              


      

    

     

    
      
        	
              	
                4.1.2.2

              	
                Application.  The
      Company may terminate the Executive’s employment with the Company after
      establishing the Executive’s Disability as set forth in this Section
      4.1.2, and giving written notice of its intention to terminate the
      Executive’s employment with the Company (“Disability Termination
      Notice”).  In such a case, the Executive’s employment with the
      Company shall terminate effective on the earlier of the otherwise
      scheduled expiration of the Term pursuant to Section 1 or on the thirtieth
      (30th)
      day after receipt of the Disability Termination Notice, provided that the
      Executive has not resumed full-time performance of his duties under this
      Agreement.

              


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                4.1.3

              	
                Cause.  Subject
      to the requirements of Sections 4.1.4 and 5 hereof, the Company may
      terminate the Executive’s employment with the Company at any time for
      “Cause”.  For the purposes of this Agreement, “Cause” is defined
      as (i) the ultimate conviction (after all appeals have been decided) of
      the Executive by a court of competent jurisdiction of, or a plea of nolo
      contendrere or a plea of guilty by the Executive to, a felony involving
      moral turpitude; or (ii) willful or gross misconduct or gross neglect of
      duties by the Executive, which is injurious to the Company, provided that,
      (a) no action or failure to act by the Executive will constitute a reason
      for termination if the Executive believed in good faith that such action
      or failure to act was in the Company’s best interests, and (b) failure of
      the Executive to perform his duties hereunder due to a Disability shall
      not be considered gross misconduct or willful, gross neglect of duties for
      any purpose; or (iii) the commission by the Executive of an act of fraud
      or embezzlement against the Company or a subsidiary of the Company; or
      (iv) Executive’s willful breach of any material provision of this
      Agreement, provided however, that failure of the Executive to perform his
      duties hereunder due to Disability shall not be considered as a willful
      breach of this Agreement.  For the purposes of this Section
      4.1.3, no act or failure to act shall be considered “willful” unless done
      or omitted to be done by the Executive in bad faith and without reasonable
      belief that Executive’s action or omission was in the best interest of the
      Company.

              


      

    

     

    
      
        	
              	
                4.1.4

              	
                Upon
      Executive’s separation from service as a result of the termination of
      Executive’s employment by the Company (i) due to the Executive’s Death or
      Disability or (ii) by the Company for Cause, the Company shall pay to the
      Executive (or in the case of Executive’s Death, Executive’s estate and/or
      beneficiary), in a single lump sum payment, in current funds, on the date
      of such termination of employment, the
  following:

              


      

    

     

    
      
        	
              	
                4.1.4.1

              	
                any
      earned but unpaid Base Salary through the date of
    termination;

              


      

    

     

    
      
        	
              	
                4.1.4.2

              	
                any
      amounts payable pursuant to the terms of an Incentive Plan sole as a
      result of such separation from service;
and

              


      

    

     

    
      
        	
              	
                4.1.4.3

              	
                any
      benefits due to the Executive under any employee benefit plan of the
      Company and any payments due the Executive under the terms of any Company
      program, arrangement or agreement, excluding any severance program or
      policy (the amounts set forth in Sections 4.1.4.1, 4.1.4.2 and 4.1.4.3 are
      collectively referred to as the “Accrued
  Amounts”).

              


      

    

    

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              4.2.

            	
              Termination by the
      Company without Cause or Termination by the Executive for Good
      Reason.

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              Subject
      to requirements of this Section 4.2.1 and Section 5 hereof, the Company
      may terminate the Executive’s employment at any time during the Term
      without Cause and the Executive may terminate his employment with the
      Company at any time during the Term for Good Reason.  For the
      purposes of this Agreement, “Good Reason” is defined as (i) the assignment
      to the Executive of any duties inconsistent with the Executive’s position
      (including status, offices, titles and reporting requirements), authority,
      duties or responsibilities that he has had during the 90 day period
      immediately preceding the date of this Agreement; or (ii) any other action
      by the Company which results in a reduction in the compensation payable to
      the Executive, or the position, authority, duties, other responsibilities,
      other than insubstantial and inadvertent action which is promptly remedied
      by the Company after receipt of notice thereof from the Executive; or
      (iii) the Company’s requiring the Executive to be based at an office or
      location other than that which the Executive is based at on the date of
      this Agreement, except for travel responsibility required in the
      performance of the Executive’s responsibilities; or (iv) any purported
      termination by the Company of the Executive’s employment with the Company
      otherwise than as permitted by this Agreement, it being understood that
      any such purported termination shall not be effective for any purpose of
      this Agreement; or (v) the Company’s breach of any material provision of
      this Agreement, except that an insubstantial or inadvertent breach by the
      Company which is promptly remedied by the Company after receipt of notice
      thereof by the Executive shall not be considered a material
      breach.

            


    

     

    Upon
Executive’s separation from service at any time prior to the expiration of the
Term as a result of the Company terminating the Executive’s employment other
than for Cause, or the Executive terminating his employment with the Company for
Good Reason, notwithstanding anything in this Agreement to the contrary, the
Company shall pay to the Executive, in a single lump sum payment, in current
funds, on the date of such separation from service a sum equal to the total of
(i) the Accrued Amounts and (ii) an amount equal to one year’s Base Salary
(based on the Base Salary being paid to the Executive at the time of such
separation from service).

     

    
      	
               
      

            	
              4.3.

            	
              Termination by the
      Executive for Any Reasons Other Than Good Reason.  The
      Executive may terminate his employment with the Company at any time during
      the Term.  Upon Executive’s separation from service as a result
      of the Executive terminates his employment with the Company for any reason
      other than for Good Reason during the Term, the Company shall pay to the
      Executive in a single lump sum payment on the date of such separation from
      service an amount equal to the Accrued
Amounts.

            


    

     

    5.           Notice of
Termination.

     

    
      	
               
      

            	
              5.1.

            	
              By
      Company.  The Company shall not be deemed to have
      terminated this Agreement pursuant to the terms of Sections 4.1.3 and
      4.2.1 hereof, unless and until there shall have been delivered to the
      Executive a copy of a resolution (“Notice of Termination for Cause”) duly
      adopted by the affirmative vote of the Board of Directors of the Company
      at a meeting of the Board called and held for such purpose (after
      reasonable notice to the Executive and an opportunity for the Executive,
      together, with the Executive’s counsel, to be heard before the Board),
      finding that in the good faith opinion of the Board, the Executive should
      be terminated pursuant to Section 4.1.3 and 4.2, and specifying the
      particulars thereof in detail.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.2.

            	
              By
      Executive.  The Executive shall not be deemed to have
      terminated this Agreement pursuant to the terms of Section 4.2 hereof,
      unless and until there shall have been delivered by the Executive to the
      Company a “Notice of Termination for Good Reason” which shall state the
      specific termination provision relied upon, and specifying the particulars
      thereof in detail.

            


    

     

    6.           Stock
Options.  If during the Term there is a Change in Control, then
all of the outstanding stock options to purchase Company common stock granted
to, and held by, the Executive shall immediately become vested and exercisable
in full notwithstanding the vesting or exercise provisions of the stock options
or the stock option plans.  For the purposes of this Agreement, a
“Change in Control” shall mean any of the following:

     

    
      	
               
      

            	
              (a)

            	
              A
      transaction in which any person, entity, corporation, or group (as such
      terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
      Company, or a profit sharing, employee ownership or other employee benefit
      plan sponsored by the Company or any subsidiary of the Company): (i) will
      purchase any of the Company’s voting securities (or securities convertible
      into such voting securities) for cash, securities or other consideration
      pursuant to a tender offer, or (ii) will become the “beneficial owner” (as
      such term is defined in Rule 13d-3 under the Exchange Act, directly or
      indirectly (in one transaction or a series of transactions), of securities
      of the Company representing 50% or more of the total voting power of the
      then outstanding securities of the Company ordinarily having the right to
      vote in the election of directors;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      change, without the approval of at least two-thirds of the Board of
      Directors then in office, of a majority of the Company’s Board of
      Directors; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company’s execution of an agreement for the sale of all or substantially
      all of the Company’s assets to a purchaser which is not a subsidiary of
      the Company; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Company’s adoption of a plan of dissolution or liquidation;
    or

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company’s closure of the Company’s facility where the Executive works;
      or

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Company’s execution of an agreement for a merger or consolidation or other
      business combination involving the Company in which the Company is not the
      surviving corporation, or, if immediately following such merger or
      consolidation or other business combination, less than fifty percent (50%)
      of the surviving corporation’s outstanding voting stock is held by persons
      who are stockholders of the Company immediately prior to such merger or
      consolidation or other business combination;
or

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (g)

            	
              such
      event that is of a nature that is required to be reported in response to
      Item 5.01 of Form 8-K, as in effect on the date hereof, pursuant to
      Section 13 or 15(d) of the Exchange
Act.

            


    

     

    7.           Confidentiality of Trade
Secrets and Business Information.  The Executive agrees that he
will not, at any time during Executive’s employment with the Company or
thereafter, disclose or use any trade secret, proprietary or confidential
information of the Company or any subsidiary of the Company (collectively,
“Confidential Information”), obtained during the course of such employment,
except for disclosures and uses required in the course of such employment with
the Company or with the written permission of the Company or, as applicable, any
subsidiary of the Company, or as may be required by law, or such information
that has become part of the public domain through no effort or act on the part
of the Executive prior to such disclosure or use by the Executive; provided
that, if Executive receives notice that any party will seek to compel him by
process of law to disclose any Confidential Information, Executive shall
promptly notify the Company and cooperate with the Company in seeking a
protective order against such disclosure.

     

    8.           Return of
Information.  Executive agrees that at the time of any
termination of Executive’s employment with the Company, whether at the instance
of Executive or the Company, and regardless of the reasons therefore, Executive
will deliver to the Company, and not keep or deliver to anyone else, any and all
notes, files, memoranda, papers and, in general, any and all physical (including
electronic) matter containing Confidential Information and other information
relating to the business of the Company or any subsidiary or affiliate of the
Company which are in Executive’s possession, except as otherwise consented in
writing by the Company at the time of such termination.  The foregoing
shall not prevent Executive from retaining copies of personal diaries, personal
notes, personal address books, personal calendars, and any other personal
information (including, without limitation, information relating to Executive’s
compensation), but only to the extent such copies do not contain any
Confidential Information.

     

    9.           Noninterference.  During
Executive’s employment with the Company and for a period of two (2) years
following the Executive’s termination of employment with the Company, Executive
agrees not to directly or indirectly recruit, solicit or induce, any employees,
consultants or independent contractors of the Company, any entity in which the
Company has made a significant investment, or any subsidiary of the Company
(each, a “Restricted Entity”) to terminate, alter or modify their employment or
other relationship with the Company or any Restricted Entity.  During
Executive’s employment with the Company and for a period of two (2) years
following any termination thereof, Executive agrees not to directly or
indirectly solicit any customer or business partner of the Company or any
Restricted Entity to terminate, alter or modify its relationship with the
Company or the Restricted Entity or to interfere with the Company’s or any
Restricted Entity’s relationships with any of its customers or business partners
on behalf of any enterprise that directly or indirectly competes with the
Company or the Restricted Entity.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    10.           Enforcement.  Executive
acknowledges and agrees that:  (i) the purpose of the covenants set
forth in Sections 7 through 9 above is to protect the goodwill, trade secrets
and other Confidential Information of the Company; (ii) because of the nature of
the business in which the Company is engaged and because of the nature of the
Confidential Information to which Executive has access, it would be impractical
and excessively difficult to determine the actual damages of the Company in the
event Executive breached any such covenants; and (iii) remedies at law (such as
monetary damages) for any breach of Executive’s obligations under Sections 7
through 9 would be inadequate.  Executive therefore agrees and
consents that if Executive commits any breach of a covenant under Sections 7
through 9, the Company shall have the right (in addition to, and not in lieu of,
any other right or remedy that may be available to it) to temporary and
permanent injunctive relief from a court of competent jurisdiction, without
posting any bond or other security and without the necessity of proof of actual
damage and the Executive shall pay to the Company or reimburse the Company for
any and all expenses and reasonable attorneys’ fees incurred by the Company as a
result of such breach.  If any portion of Sections 7 through 9 is
hereafter determined to be invalid or unenforceable in any respect, such
determination shall not affect the remainder thereof, which shall be given the
maximum effect possible and shall be fully enforced, without regard to the
invalid portions.  If any of the covenants of Sections 7 through 9 are
determined to be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company’s right
to enforce any such covenant in any other jurisdiction.

     

    11.           Indemnification.  The
Company shall indemnify Executive and hold him harmless against any and all
losses, liabilities, damages, expenses (including reasonable attorneys’ fees)
judgments, fines and amounts paid in settlement incurred by or assessed against
Executive in connection with any claim, action, suit or proceeding (whether
civil, criminal, administrative or investigative), including any action by or in
the right of the Company, by reason of any act or omission to act in connection
with the performance of his duties hereunder to the fullest extent that the
Company is permitted to indemnify a director, officer or employee against the
foregoing under applicable law.

     

    12.           Executive’s
Representations.  Executive acknowledges that before signing
this Agreement, Executive was given the opportunity to read it, evaluate it and
discuss it with Executive’s personal advisors.  Executive further
acknowledges that the Company has not provided Executive with any legal advice
regarding this Agreement.

     

    13.           Section
409A.

     

    
      
        	
              	
                13.1.

              	
                6-Month
      Delay.  If any amounts that become due under this
      Agreement constitute “nonqualified deferred compensation” within the
      meaning of Section 409A of the Code, payment of such amounts shall not
      commence until the Executive incurs a “separation from
      service.”  Notwithstanding anything herein to the contrary, if
      the Executive is a “specified employee,” for purposes of Section 409A of
      the Code, on the date on which he incurs a separation from service, any
      payment hereunder that provides for the “deferral of compensation” within
      the meaning of Section 409A of the Code shall not be paid prior to the
      first business day after the date that is six months following the
      Executive’s “separation from service;” provided, however, that a payment
      delayed pursuant to the preceding clause shall commence earlier in the
      event of the Executive’s death prior to the end of the six-month period.
      Within 10 business days after the end of such six months, the Executive
      shall be paid a lump sum payment in cash equal to any payments delayed
      because of the preceding sentence.  Thereafter, the Executive
      shall receive any remaining benefits as if there had not been an earlier
      delay.

              


      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      
        
          	
                	
                  13.2.

                	
                  Certain
      Definitions.  For purposes of this Agreement, the term
      “separation from service” shall have the meaning set forth in Section
      409A(a)(2)(i)(A) of the Code and determined in accordance with the default
      rules under Section 409A of the Code.  The term “specified
      employee” shall have the meaning set forth in Section 409A(a)(2)(B)(1) of
      the Code, as determined in accordance with the uniform methodology and
      procedures adopted by the Employer and then in
  effect.

                


        

      

    

     

    
      
        
          	
                	
                  13.3.

                	
                  Reimbursements.  Anything
      in this Agreement to the contrary notwithstanding, no reimbursement
      payable to the Executive pursuant to any provisions of this Agreement or
      pursuant to any plan or arrangement of the Company covered by this
      Agreement shall be paid later than the last day of the calendar year
      following the calendar year in which the related expense was incurred,
      except to the extent that the right to reimbursement does not provide for
      a “deferral of compensation” within the meaning of Section 409A of the
      Code. No amount reimbursed during any calendar year shall affect the
      amounts eligible for reimbursement in any other calendar
    year.

                


        

      

    

     

    
      
        
          	
                	
                  13.4.

                	
                  Intent.  The
      provisions of this Agreement are intended to satisfy the applicable
      requirements of Section 409A of the Code with respect to amounts subject
      thereto and shall be performed, interpreted and construed consistent with
      such intent. If any provision of this Agreement does not satisfy such
      requirements or could otherwise cause the Executive to recognize income
      under Section 409A of the Code, the Executive and the Company agree to
      negotiate in good faith an appropriate modification to maintain, to the
      maximum extent practicable, the original intent of the applicable
      provision without violating the requirements of Section 409A of the Code
      or otherwise causing the recognition of income
  thereunder.

                


        

      

    

     

    
      14.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed given when delivered (a) personally, (b) by
facsimile with evidence of completed transmission, or (c) delivered by overnight
courier to the Party concerned at the address indicated below or to such changed
address as such Party may subsequently give such notice
of:

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      
        	
                If
      to the Company:

              	 
      	
                Perma-Fix
      Environmental Services, Inc.

              
	 
      	 
      	
                8302
      Dunwoody Place, Suite 250

              
	 
      	 
      	
                Atlanta,
      Georgia 30350

              
	 
      	 
      	
                Attn:
      President

              
	 
      	 
      	 
      
	
                If
      to the Executive:

              	 
      	
                111
      Baylor Drive

              
	 
      	 
      	
                Oak
      Ridge, Tennessee 37830

              
	 
      	 
      	 
      


      

    

     

    15.           Assignment and
Successors.  This Agreement shall inure to the benefit of and
be binding upon (i) the Company and its successors and permitted assigns and
(ii) the Executive and his heirs, executors and personal
representatives.  The Company may assign this Agreement to another
corporation in which the Company merges into or consolidates with or to which
the Company may sell all or substantially all of its assets; provided however,
that prior to such merger, consolidation or sale, the assignee expressly assumes
and agrees to perform this Agreement in writing in form and substance reasonably
satisfactory to the Executive.

     

    16.           Governing Law;
Amendment.  This Agreement shall be governed by and construed
in accordance with the laws of Delaware, without reference to principles of
conflict of laws.  This Agreement may not be amended or modified
except by a written agreement executed by Executive and the Company or their
respective successors and legal representatives.

     

    17.           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.  If any provision of this Agreement shall be held invalid
or unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with
law.

     

    18.           Tax
Withholding.  Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local and foreign taxes that are required to be withheld by
applicable laws or regulations.

     

    19.           No
Waiver.  Executive’s or the Company’s failure to insist upon
strict compliance with any provision of, or to assert any right under, this
Agreement shall not be deemed to be a waiver of such provision or right or of
any other provision of or right under this Agreement.  Any provision
of this Agreement may be waived by either party; provided that both
parties agree to such waiver in writing.

     

    20.           No Mitigation or
Offset.  In no event shall Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to Executive under any of the provisions of this Agreement and such amounts
shall not be subject to offset or otherwise reduced by any circumstances,
including, without limitation, any counterclaim, recoupment, defense or other
right which the Company may have against the Executive or
others.


    
      
         


      

      
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    21.           Conflict.  If
there is a conflict between this Agreement and the Incentive Plan, this
Agreement shall be controlling, except the Incentive Plan will control only as
to a conflict relating to the payment of an Incentive Bonus.

     

    22.           Headings.  The
Section headings contained in this Agreement are for convenience only and in no
manner shall be construed as part of this Agreement.

     

    23.           Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and shall supersede all
prior agreements, whether written or oral, with respect thereto.

     

    24.           Duration of
Obligations.  The respective rights and obligations of the
parties hereunder shall survive any termination of Executive’s employment to the
extent necessary to give effect to such rights and obligations.

     

    25.           Counterparts.  This
Agreement may be executed simultaneously in two or more 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 Executive has hereunto set Executive’s hand and the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.

     

    
      
        	
                The
      “Company”

              
	 
      
	
                PERMA-FIX
      ENVIRONMENTAL SERVICES,

                INC.,
      a Delaware corporation

              
	 
      	 
      
	
                By:

              	
                /s/Louis Centofanti

              
	 
      	 
      
	
                Name:

              	
                Louis Centofanti

              
	 
      	 
      
	
                Title:

              	
                President and Chief Executive
      Officer

              


      

    

    


    
      
        	
                The
      “Executive”

              
	 
      	 
      
	
                /s/Larry McNamara

              
	
                Name:

              	
                Larry
McNamara

              


      

    

     

    
      
         


      

      
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