NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

    


    COMMON STOCK PURCHASE
WARRANT

    


    To
Purchase 135,000 Shares

     of
Common Stock of

    


    PERMA-FIX
ENVIRONMENTAL SERVICES, INC.

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value
received, WILLIAM N. LAMPSON, an individual (the “Holder”), is entitled, upon
the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after six months from the date of
issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the
second anniversary of the date of this Warrant (the “Termination Date”) but not
thereafter, to subscribe for and purchase from Perma-Fix Environmental Services,
Inc., a Delaware corporation (the “Company”), up to 135,000 shares (the “Warrant
Shares”) of common stock, par value $0.001 per share, of the
Company.  The purchase price of one share of common stock (the
“Exercise Price”) under this Warrant is $1.50, subject to adjustment
hereunder.  The Exercise Price and the number of Warrant Shares for
which the Warrant is exercisable shall be subject to adjustment as provided
herein. This Warrant shall be
subject to, and the capitalized terms used and not otherwise defined herein
shall have the meanings set forth in, that certain Loan and Securities Purchase
Agreement (the “Purchase Agreement”), dated May 8, 2009, between, the Company,
the Holder and Diehl Rettig, an individual.

     

    1.           Title to
Warrant.  Prior to the Termination Date and subject to
compliance with applicable laws and paragraph 7 of this Warrant, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed; provided, however, that the assignee is an accredited
investor, as such term is defined in Rule 501 promulgated under the Securities
Act of 1933, as amended (the Securities Act”).  The transferee shall
sign an investment letter in form and substance reasonably satisfactory to the
Company.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    2.           Authorization of
Shares.  The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such
issue).

     

    3.           Exercise of
Warrant.

     

    
      	
               
      

            	
              3.1

            	
              Procedure.  Exercise
      of the purchase rights represented by this Warrant may be made at any time
      or times on or after the Initial Exercise Date and on or before the
      Termination Date by satisfying each of the
  following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              delivery
      to the Company of a duly executed facsimile copy of the Notice of Exercise
      Form attached hereto;

            


    

     

    
      	
               
      

            	
              (b)

            	
              surrender
      of this Warrant to the Company and receipt by the Company of this Warrant
      within 10 days of the date the Notice of Exercise is delivered to the
      Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              receipt
      by the Company of payment of the aggregate Exercise Price of the shares to
      be purchased, with such payment made by wire transfer or cashier’s check
      drawn on a United States bank;

            


    

     

    
      	
               
      

            	
              (d)

            	
              receipt
      by the Company of such written investment representations and warranties
      by the Holder as the Company may reasonably request in accordance with
      paragraph 7 of the Purchase
Agreement.

            


    

     

    This
Warrant will be deemed to have been exercised (the “Exercise Date”) on the later
of (x) the date the Notice of Exercise is delivered to the Company by facsimile
copy, (y) the date this Warrant is received by the Company, and (z) the date the
Exercise Price is received by the Company.

     

    
      	
               
      

            	
              3.2

            	
              Issuance of Warrant
      Shares.  Certificates representing the shares of common
      stock purchased hereunder will be delivered to the Holder within 10
      Trading Days following the Exercise Date (“Warrant Share Delivery
      Date”).  The Warrant Shares shall be deemed to have been issued,
      and Holder or any other person so designated to be named therein shall be
      deemed to have become a holder of record of such shares for all purposes,
      as of the date the Exercise Date.  If the Company fails to
      deliver to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this paragraph 3.2 within 20 Trading Days
      following the Warrant Share Delivery Date, then the Holder will have the
      right to rescind such exercise.  If this Warrant shall have been
      exercised in part, the Company shall, at the time of delivery of the
      certificate or certificates representing Warrant Shares, deliver to Holder
      a new Warrant evidencing the rights of Holder to purchase the unpurchased
      Warrant Shares called for by this Warrant, which new Warrant shall in all
      other respects be identical with this
Warrant.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.3

            	
              Charges, Taxes and
      Expenses.  Issuance of certificates for Warrant Shares
      shall be made without charge to the Holder for any issue or transfer tax
      or other incidental expense in respect of the issuance of such
      certificate, all of which taxes and expenses shall be paid by the Company,
      and such certificates shall be issued in the name of the Holder or in such
      name or names as may be directed by the Holder; provided, however, that if
      certificates for Warrant Shares are to be issued in a name other than the
      name of the Holder, this Warrant when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the
      Holder; and the Company may require, as a condition thereto, the payment
      of a sum sufficient to reimburse it for any transfer tax incidental
      thereto.

            


    

     

    4.           No Fractional Shares or
Scrip.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise
Price.

     

    5.           Transfer, Division and
Combination.

     

    
      	
               
      

            	
              5.1

            	
              Transfer.  Subject
      to compliance with any applicable securities laws and the conditions set
      forth in paragraphs 1 and 5.4 hereof and to the provisions of paragraph
      7.7 of the Purchase Agreement, this Warrant and all rights hereunder are
      transferable, in whole or in part, upon surrender of this Warrant at the
      principal office of the Company, together with a written assignment of
      this Warrant substantially in the form attached hereto duly executed by
      the Holder or its agent or attorney and funds sufficient to pay any
      transfer taxes payable upon the making of such
      transfer.  Promptly following such surrender and, if required,
      such payment, the Company shall execute and deliver a new Warrant or
      Warrants in the name of the assignee or assignees and in the denomination
      or denominations specified in such instrument of assignment, and shall
      issue to the assignor a new Warrant evidencing the portion of this Warrant
      not so assigned, and this Warrant shall promptly be
      cancelled.  A Warrant, if properly assigned, may be exercised by
      a new holder for the purchase of Warrant Shares without having a new
      Warrant issued.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Division;
      Combination.  This Warrant may be divided or combined
      with other Warrants upon presentation hereof at the aforesaid office of
      the Company, together with a written notice specifying the names and
      denominations in which new Warrants are to be issued, signed by the Holder
      or its agent or attorney.  Subject to compliance with paragraph
      5.1, as to any transfer which may be involved in such division or
      combination, the Company shall execute and deliver a new Warrant or
      Warrants in exchange for the Warrant or Warrants to be divided or combined
      in accordance with such notice.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Issuance;
      Records.  The Company shall prepare, issue and deliver at
      its own expense (other than transfer taxes) the new Warrant or Warrants
      under this paragraph 5.  The Company agrees to maintain, at its
      aforesaid office, books for the registration and the registration of
      transfer of the Warrants.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.4

            	
              Securities Laws
      Compliance.  If, at
      the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement under the Securities Act and
      under applicable state securities or blue
      sky laws, the Company may require, as a condition of allowing such
      transfer, that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the Holder or transferee of this Warrant, as the
      case may be, furnish to the Company a written opinion of counsel (which
      opinion shall be in form, substance and scope customary for opinions of
      counsel in comparable transactions) to the effect that such transfer may
      be made without registration under the Securities Act and under applicable state
      securities or blue sky laws;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the holder or transferee execute and deliver to
      the Company an investment letter in form and substance acceptable to the
      Company; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the transferee be an “accredited investor” as
      defined in Rule 501 promulgated under the Securities Act or a qualified
      institutional buyer as defined in Rule 144A under the Securities
      Act.

            


    

     

    6.           No Rights as Shareholder
until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof.  The Warrant Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the close of business on the date the Exercise and all taxes required to be
paid by the Holder, if any, pursuant to paragraph 3.3 prior to the issuance of
such shares, have been paid.

     

    7.           Loss, Theft, Destruction or
Mutilation of Warrant.  The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft, or destruction of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     

    8.           Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.

     

    9.           Adjustments of Exercise
Price and Warrant Shares.  The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the happening of any of the
following.  If the Company:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              (a)

            	
              pays
      a dividend in shares of common stock or make a distribution in shares of
      common stock to holders of its outstanding common
  stock,

            


    

     

    
      	
              (b)

            	
              subdivides
      its outstanding shares of common stock into a greater number of
      shares,

            


    

     

    
      	
              (c)

            	
              combines
      its outstanding shares of common stock into a smaller number of shares of
      common stock, or

            


    

     

    
      	
              (d)

            	
              issues
      any shares of its capital stock in a reclassification of the common
      stock,

            


    

     

    then the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be entitled to receive
the kind and number of Warrant Shares or other securities of the Company which
it would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof.  Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company that are purchasable pursuant hereto immediately after such
adjustment.  An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

     

    10.           Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.  If the  Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation, or sell,
transfer or otherwise dispose of all or substantially all of its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of common stock
of the Company, then the Holder shall have the right thereafter to receive. upon
exercise of this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of common stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this paragraph 10.  For
purposes of this paragraph 10, “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such
stock.  The foregoing provisions of this paragraph 10 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    11.           Voluntary Adjustment by the
Company.  The Company may at any time during the term of this
Warrant reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the Board of Directors of the Company, but not
below the par value of the common stock.

     

    12.           Notice of
Adjustment.  Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

     

    13.           Authorized
Shares.  The Company covenants that during the period this
Warrant is outstanding, it will reserve from its authorized and unissued common
stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this
Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the common stock may be
listed.

     

    14.         Miscellaneous.

     

    
      	
               
      

            	
              14.1

            	
              Jurisdiction/Venue.  All
      questions concerning the construction, validity, enforcement and
      interpretation of this Warrant shall be governed by and construed and
      enforced in accordance with the internal laws of the State of Delaware,
      without regard to the principles of conflicts of law
      thereof.  Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the state or
      federal court of Delaware, for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction of any such court, that such suit, action or
      proceeding is improper or inconvenient venue for such
      proceeding.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              14.2

            	
              Restrictions.  The
      Holder acknowledges that the Company has no obligation to register Warrant
      Shares with the Securities and Exchange Commission or any state securities
      agency, and the Warrant Shares acquired upon the exercise of this Warrant,
      if not registered, will have restrictions upon resale imposed by state and
      federal securities laws.

            


    

     

    
      	
               
      

            	
              14.3

            	
              Notices.  Any
      notice, request or other document required or permitted to be given or
      delivered to the Holder by the Company shall be delivered in accordance
      with the notice provisions of the Purchase
  Agreement.

            


    

     

    
      	
               
      

            	
              14.4

            	
              Limitation of
      Liability.  No provision of this Warrant, in the absence
      of any affirmative action by Holder to exercise this Warrant or purchase
      Warrant Shares, and no enumeration herein of the rights or privileges of
      Holder, shall give rise to any liability of Holder for the purchase price
      of any common stock or as a stockholder of the Company, whether such
      liability is asserted by the Company or by creditors of the
      Company.

            


    

     

    
      	
               
      

            	
              14.5

            	
              Successors and
      Assigns.  Subject to applicable securities laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be binding upon the successors of the Company and the
      successors and permitted assigns of Holder.  The provisions of
      this Warrant are intended to be for the benefit of all Holders from time
      to time of this Warrant and shall be enforceable by any such Holder or
      holder of Warrant Shares.

            


    

     

    
      	
               
      

            	
              14.6

            	
              Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with
      the written consent of the Company and the
  Holder.

            


    

     

    
      	
               
      

            	
              14.7

            	
              Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this
  Warrant.

            


    

     

    
      	
               
      

            	
              14.8

            	
              Headings.  The
      headings used in this Warrant are for the convenience of reference only
      and shall not, for any purpose, be deemed a part of this
      Warrant.

            


    

     

    [SIGNATURES
APPEAR ON NEXT PAGE]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

    


    Dated:  May
8, 2009

    


    
      
        
          
            
              	
                      PERMA-FIX
      ENVIRONMENTAL SERVICES, INC.

                    
	 
	
                      By:

                    	
                        /s/Louis
  Centofanti

                    
	 
      	
                       
      Name:

                    	
                        Louis Centofanti

                    
	 
      	
                       
      Title:

                    	
                       
      CEO

                    
	 
      	 
      	 
      
	
                      (“PESI)

                    
	 
      
	
                      /s/William N. Lampson

                    
	
                      WILLIAM
      N. LAMPSON, an individual

                    
	 
      
	
                      (the
      “Holder”)

                    


            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    NOTICE
OF EXERCISE

     

    To:         Perma-Fix
Environmental Services, Inc.

     

    (1)           The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.  Payment shall take the form of in
lawful money of the United States.

    


    (2)           Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

    


    _______________________________

     

    The
Warrant Shares shall be delivered to the following:

     

    _______________________________

    


    _______________________________

    


    _______________________________

     

    (4)  Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D under the Securities Act of 1933, as
amended.

     

    
      
        
          
            
              
                	
                        [PURCHASER]

                      
	 
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
	
                        Dated:

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT
FORM

     

    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

     

    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

    


    _______________________________________________
whose address is

     

    _______________________________________________________________.

     

    _______________________________________________________________

     

    Dated:  ______________,
_______

     

    Holder's
Signature:            
_____________________________

     

    Holder's
Address:              
______________________________

    


    ______________________________

     

    Signature
Guaranteed:  ___________________________________________

     

    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.