Exhibit 4.5 - Conversion and Exchange Agreement



	     THIS CONVERSION AND EXCHANGE AGREEMENT (the "Agreement") is entered
on the 25th day of May, 2001, but effective as of April 6, 2001, by and between PERMA-FIX
ENVIRONMENTAL SERVICES, INC., a Delaware corporation, having offices at 1940 Northwest
67th Place, Gainesville, Florida 32653 (the "Company"), and RBB BANK
AKTIENGESELLSCHAFT, organized under the laws of Austria, and having its principal offices
at Burgring 16, 8101 Graz, Austria (the "Subscriber").



W I T N E S S E T H:


	     WHEREAS, the Subscriber, as agent on behalf of certain of its investors, is the owner of
record of all of the Company's issued and outstanding shares of preferred stock, which consisted,
prior to the Conversion (as defined below), of (i) 1,769 shares of Series 14 Class N Convertible
Preferred Stock ("Series 14 Preferred"), (ii) 616 shares of Series 15 Class 0 Convertible Preferred
Stock ("Series 15 Preferred"), and (iii) 1,797 shares of Series 16 Class P Convertible Preferred Stock
("Series 16 Preferred");



     WHEREAS, the Subscriber has given notice to the Company to convert 1,314 shares of
Series 14 Preferred and 416 shares of the Series 15 Preferred, pursuant to the terms of the Series 14
Preferred and Series 15 Preferred (the "Conversion"), into an aggregate of 1,153,333 shares of the
Company's common stock, par value $.001 per share ("Common Stock");



     WHEREAS, as a result of such Conversion, there  remains issued and outstanding 455
shares of Series 14 Preferred, 200 shares of Series 15 Preferred and 1,797 shares of the Series 16
Preferred, for a total of 2,452 shares of the Company's preferred stock remaining issued and
outstanding immediately after the Conversion, all of which are owned of record by RBB Bank;



     WHEREAS, the Company and the Subscriber both desire that all of the remaining issued
and outstanding preferred stock after the Conversion will be delivered and tendered to the Company
by RBB Bank in exchange (the "Exchange") for an aggregate of 2,500 shares of a new series of
convertible preferred stock, par value $.001 per share, to be designated by the Company's Board of
Directors as "Series 17 Class Q Convertible Preferred Stock" (the "Series 17 Preferred"), with the
Series 17 Preferred containing such terms, conditions, restrictions and provisions as set forth in the
Series 17 Preferred Certificate of Designations attached hereto as Exhibit "A" ("Series 17 Certificate
of Designations")



     WHEREAS, all previous Subscription and Purchase Agreements ("Subscription
Agreements") and Exchange Agreements between the Company and RBB Bank relating to, or in
connection with, the Company's preferred stock are to be terminated and rendered null and void in
all respects upon the execution of this Agreement;



     WHEREAS, warrants granted by the Company to RBB Bank that are issued and outstanding
as of the date of this Agreement are not effected by this Agreement and shall remain issued and
outstanding pursuant to the terms, provisions and conditions of the respective warrants;


 


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	     WHEREAS, the Series 17 Preferred and the shares of Common Stock issuable upon
conversion of the Series 17 Preferred are collectively defined hereinafter as the "Securities";



     WHEREAS, the Common Stock is listed for trading on the Boston Stock Exchange and the
National Association of Securities Dealers Automated Quotation SmallCap market ("NASDAQ"),
and the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and has been subject to such filing
requirements for the past ninety (90) days;



     WHEREAS, the Subscriber is an "accredited investor," as such term is defined in Rule 501
of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act")
and the Subscriber received all information as required under Rule 502 of Regulation D;


	     WHEREAS, the Subscriber is not a "U. S. Person," as such term is defined in Regulation
S promulgated under the Securities Act;


	     WHEREAS, in reliance upon the representations made by the Subscriber in this Agreement,
the transactions contemplated by this Agreement are such that the offer and exchange of securities
by the Company hereunder will be exempt from registration under applicable federal (U. S.)
securities laws since this is a private placement and intended to be a nonpublic offering pursuant to
Sections 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act; and,



     WHEREAS, the Securities will not be quoted or listed for trading on any securities
exchange, organized market or quotation system at the time of acquisition hereunder.



     NOW, THEREFORE, for and in consideration of the premises, and the mutual
representations, warranties, covenants and agreements set forth herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:


1.  Conversion, Exchange and Subscription for Purchase of Securities.



     1.1  Conversion.	RBB Bank has recently converted 1,314 shares of the Series 14
Preferred and 416

            shares of the Series 15 Preferred into 1,153,333 shares of Common
Stock, pursuant to the terms of

            the Series 14 Preferred and Series 15 Preferred.  The
1,314 shares of Series 14 Preferred so

            converted and the 416 shares of the Series 15
Preferred so converted are no longer issued and

            outstanding and have become
authorized and unissued shares of the Company's preferred stock that

            may be
reissued as part of a new series of preferred stock hereafter created.  As of the date
of this

           Agreement there remains 455 shares of Series 14 Preferred, 200 shares of the
Series 15 Preferred

           and 1,797 shares of Series 16 Preferred.
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	     1.2  Exchange.	In full and complete termination of the Series 14 Preferred , Series 15
Preferred 

            and Series 16 Preferred, and the Subscriber's rights and interest in and to
the Series 14 

            Preferred, Series 15 Preferred and the Series 16 Preferred, and in full
and complete release 

            of any and all obligations of the Company under the Series 14
Preferred , Series 15 Preferred

            and the Series 16 Preferred, the Subscriber shall
deliver all of the issued and outstanding shares

            of the Series 14 Preferred, Series 15
Preferred and the Series 16 Preferred to the Company in

            exchange for 2,500 shares
of Series 17 Preferred, with such Series 17 Preferred containing 

            such terms,
conditions and provisions as set forth in the Series 17 Preferred Certificate of 

            Designations, pursuant to the terms and conditions set forth in this Agreement.
Dividends on 

            the issued and outstanding Series 14 Preferred, Series 15 Preferred and
Series 16 Preferred 

            shall cease to accrue as of the close of business on the day
immediately preceding the date of 

            this Agreement, and dividends on the Series 17
Preferred shall begin to accrue on the Closing 

            Date (as defined below).



            1.2.1  Delivery.  Upon receipt by the Company of the canceled Series 14
Preferred,
Series 15

                      Preferred and the Series 16 Preferred, duly assigned to the
Company, the Company 

                      shall deliver or cause to be delivered: (a) to Conner
& Winters, A Professional Corporation

                     
("Conner & Winters"), a certificate
or certificates representing the 2,500 shares of Series 17

                     
Preferred issued in
the name of the Subscriber, in such denominations as Subscriber 

                      requests in
writing, to be held in escrow by Conner & Winters, for the Subscriber; and
(b) 

                      to the Subscriber, written evidence from the Secretary of State of the State
of Delaware 

                      that the Series 17 Preferred Certificate of Designations has been
filed in the Office of the

                     
Secretary of State of the State of Delaware on or
before the Exchange.



            1.1.2  Cancellation of Series 14 Preferred, Series 15 Preferred and the Series
16 Preferred.

                      The Subscriber shall, and does hereby, assign and transfer
unto the Company all of the 

                      Series 14 Preferred, Series 15 Preferred and the
Series 16 Preferred for the Exchange, and

                     
Conner & Winters is directed to
deliver to the Company certificates evidencing the Series 14

                     
Preferred, Series
15 Preferred and the Series 16 Preferred marked "Canceled."



            1.1.3  Restrictive Legends. Subscriber agrees that all certificates
representing the
Securities shall

                      bear the restrictive legend substantially in the form set forth
in Section 7 below which shall

                     
include, but not be limited to, a legend to the
effect that (a)the Securities represented by such

                     
certificate have not been
registered under the Securities Act, and (b) unless there is an 

                      effective
registration statement relating to the Securities, the Securities may not be
offered, 

                      sold, transferred, mortgaged, pledged or hypothecated without an
exemption from 

                      registration and an opinion of counsel to the Company with
respect thereto, or an opinion 


 


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                      from counsel for the Subscriber, which opinion
is satisfactory to the Company, to the 

                      effect that registration under the
Securities Act is not required in connection with such 

                      sale or transfer and the
reasons therefor.



     1.2  Discharge.  As of the Closing (as defined below), the Series 14 Preferred,
Series 15 Preferred

            and the Series 16 Preferred shall be fully terminated and
null and void in all respects.   From 

            and after the Closing, the Subscriber
releases, acquits and forever discharges the Company, 

            and all of its respective
subsidiaries, affiliates, agents, employees, officers, and directors, as 

            well as
their respective heirs, successors, legal and personal representatives, and
assigns of 

            any and all of them, from and against any and all claims, liabilities,
losses, damages, cause 

            or causes of action of any kind or character
whatsoever, whether liquidated, unliquidated 

            or disputed, asserted or
assertable, known or unknown, in contract or in tort, at law or in 

            equity,
which the Subscriber might now or hereafter have arising out of or in
connection 

            with or relating to the Series 14 Preferred, Series 15 Preferred and
the Series 16 Preferred.



     1.3  Exchange.  On the basis of the representations, warranties, covenants and
agreements, and 

            subject to the terms and conditions set forth herein, at the
Closing, the Company agrees to 

            exchange and deliver to the Subscriber, and
the Subscriber agrees to accept in such 

            exchange the delivery from the
Company, of the Series 17 Preferred in exchange for the 

            transfer of the Series
14 Preferred, Series 15 Preferred and the Series 16 Preferred from 

            the
Subscriber to the Company.



     1.4  Reporting Company.   The Company is a reporting company under the
Exchange Act and 

            has filed with the United States Securities and Exchange
Commission (the "SEC") all reports

            required to be filed by the Company
under Section 13 or 15(d) of the Exchange Act.  The 

            Subscriber has had the
opportunity to review, and has reviewed, all such reports and 

            information
which the Subscriber deemed material to an investment decision regarding
the 

            purchase of the Series 17 Preferred.



     1.5  Terms of the Series 17 Preferred.  The Series 17 Preferred shall contain and
be subject 

            to the terms, conditions, preferences and restrictions set forth in the
Series 17 Preferred 

            Certificate of Designations attached hereto as Exhibit
"A."



     1.6  No Effect on Warrants Issued and Outstanding as of the Date of this
Agreement.   

            Nothing contained in this Agreement shall have any effect on
any of the warrants granted 


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            by the Company to RBB Bank to purchase
Common Stock that are issued and outstanding

            as of the date of this
Agreement.


2.  Closing by the Company.



     2.1  Closing.  The consummation of this Agreement (the "Closing") will occur on
at the time and 

            on the date that the 2,500 shares of Series 17 Preferred are
delivered by the Company to 

            Conner & Winters (the "Closing Date").



3.  Representations, Warranties and Covenants of Subscriber.  The Subscriber hereby 

     represents, warrants and covenants to the Company as follows:



     3.1  Investment Intent.  The Subscriber represents and warrants that the shares
of Series 17 

            Preferred are being, and the underlying Common Stock issuable
upon conversion of the 

            Series 17 Preferred (the Common Stock issuable upon
conversion of the Series 17 

            Preferred herein referred to as the "Conversion
Shares") will be, acquired by the Subscriber, 

            for and on behalf of itself and
as agent for the account of certain of its investors, all of whom

            are accredited
investors (as that term is defined under Rule 501 of Regulation D 

            promulgated under the Securities Act), and the Subscriber and such investors
are acquiring 

            the Series 17 Preferred and the Conversion Shares, if and when
the Series 17 Preferred is 

            converted, for investment purposes only and not
with a view toward the distribution or resale 

            to others.  The Subscriber
acknowledges, understands and appreciates that the Securities have

            not been
registered under the Securities Act by reason of a claimed exemption under
the 

            provisions of the Securities Act which depends, in large part, upon the
Subscriber's repre-

            sentations as to investment invention, investor status, and
related and other matters set forth 

            herein.  Subscriber understands that, in the
view of the SEC, among other things, a purchase 

            now with an intent to
distribute or resell would represent a purchase and acquisition with an 

            intent
inconsistent with its representation to the Company, and the SEC might
regard such a 

            transfer as a deferred sale for which the registration exemption
is not available.  The Subscriber 

            has advised the Company that it is
prohibited by Austrian law from disclosing the identities 

            of its investors but
has advised the Company that all of the investors are accredited investors.



     3.2  Certain Risk.  The Subscriber, for and on behalf of itself and as agent for its
investors, 

            recognizes that the acquisition of the Series 17 Preferred involves
a high degree of risk in that 

            (a) the Company is in the process of a private
placement to offer and sell up to 5,000,000 

            units for $1.75 per unit, with each
unit consisting of one share of Common Stock and one 

            warrant to purchase
one share of Common Stock at an exercise price of $1.75, and has 

            reviewed
in detail the Confidential Private Placement Memorandum, dated April 6,
2001
 

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            ("Memorandum"), issued by the Company in connection with such
private placement and the

            Subscriber has reviewed in detail the "Risk
Factors" contained in the Memorandum; (b) the 

            Company has sustained
losses for the year ended December 31, 2000, and the first quarter 

            of 2001,
from operations, and will require the infusion of substantial funds; (c) that the 

            Company has a substantial accumulated deficit; (d) an investment in the
Company is highly 

            speculative and only investors who can afford the loss of
their entire investment should 

            consider investing in the Company and the
Series 17 Preferred; (e) the Subscriber may not be

            able to liquidate its
investment in the Series 17 Preferred; (f) transferability of the Series 17 

            Preferred is extremely limited; (g) in the event of a disposition, the
Subscriber could sustain the 

            loss of his entire investment; (h) the Series 17
Preferred represent non-voting equity securities, 

            and the right to convert into
and purchase shares of voting equity securities in a corporate entity 

            that has
an accumulated deficit; (i) no return on investment, whether through
distributions, 

            appreciation, transferability or otherwise, and no performance
by, through or of the Company, 

            has been promised, assured, represented or
warranted by the Company, or by any director, 

            officer, employee, agent or
representative thereof; and, (j) while the Common Stock is 

            presently quoted
and traded on the Boston Stock Exchange and the NASDAQ and while the

            Subscriber is a beneficiary of certain registration rights provided herein, the
Series 17 Preferred

            subscribed for under this Agreement and the Conversion
Shares (i) are not registered under 

            applicable federal (U. S.) or state securities
laws, and thus may not be sold, conveyed, 

            assigned or transferred unless
registered under such laws or unless an exemption from 

            registration is
available under such laws, as more fully described herein, and (ii) the Series
17 

            Preferred subscribed for under this Agreement is not quoted, traded or
listed for trading or 

            quotation on the NASDAQ, or any other organized
market or quotation system, and there is 

            therefore no present public or other
market for the Series 17 Preferred, nor can there be any 

            assurance that the
Common Stock of the Company will continue to be quoted, traded or 

            listed
for trading or quotation on the Boston Stock Exchange or the Nasdaq
SmallCap Market 

            or on any other organized market or quotation system.



      3.3  Prior Investment Experience.  The Subscriber acknowledges that it is, and
each of its 

             investors are, "accredited investors" (as that term is defined in
Rule 501 promulgated under the

             Securities Act), and the Subscriber and each
of its investors have prior investment experience,

             including investment in
non-listed and non-registered securities, or employed the services of an

             investment advisor, attorney or accountant to read all of the documents
furnished or made 

             available by the Company to it and to evaluate the merits
and risks of such an investment on 

             its behalf, and that it recognizes the highly
speculative nature of this investment.

 

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     3.4  No Review by the SEC.  The Subscriber hereby acknowledges that this
offering of the 

            Series 17 Preferred has not been reviewed by the SEC because
this private placement is 

            intended to be a nonpublic offering pursuant to
Section 4(2) of the Securities Act and/or 

            Regulation D promulgated under the
Securities Act.



    3.5  Not Registered.  The Subscriber understands that the Series 17 Preferred and
the 

           Conversion Shares have not been registered under the Securities Act by
reason of a claimed

           exemption under the provisions of the Securities Act
which depends, in part, upon the 

           Subscriber's and its investors' investment
intention.  In this connection, the Subscriber 

           understands that it is the position
of the SEC that the statutory basis for such exemption would 

           not be present
if its representation merely meant that its present intention was to hold such 

           securities for a short period, such as the capital gains period of tax statutes,
for a deferred 

           sale, for a market rise (assuming that a market develops), or for
any other fixed period.



    3.6  No Public Market.  The Subscriber understands that there is no public
market for the Series 17

           Preferred.  The Subscriber understands that although
there is presently a public market for the 

           Common Stock, including the
Conversion Shares, Rule 144 (the "Rule") promulgated under 

           the Securities
Act requires, among other conditions, a one-year holding period following
full 

           payment of the consideration therefor prior to the resale (in limited
amounts) of securities 

           acquired in a nonpublic offering without having to
satisfy the registration requirements under 

           the Securities Act.  The Subscriber
understands that the Company makes no representation 

           or warranty regarding
its fulfillment in the future of any reporting requirements under the 

           Exchange
Act, or its dissemination to the public of any current financial or other
information 

           concerning the Company, as is required by the Rule as one of the
conditions of its availability. 

           Except as otherwise provided in Section 5
hereof, the Subscriber understands and hereby

           acknowledges that the
Company is under no obligation to register the Series 17 Preferred or 

           the
Conversion Shares under the Securities Act.  The Subscriber agrees to hold
the Company

           and its directors, officers and controlling persons and their
respective heirs, representatives, 

           successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses

           incurred by them
as a result of any misrepresentation made by the Subscriber contained herein

           or any sale or distribution by the Subscriber in violation of the Securities Act
or any applicable

           state securities or "blue sky" laws (collectively, "Securities
Laws").



    3.7  Sophisticated Investor.  That (a) the Subscriber and each of its investors
have adequate 

           means of providing for their current financial needs and
possible contingencies and has no 

 

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           need for liquidity of the investment in the
Series 17 Preferred; (b) the Subscriber and each

           of its investors are able to
bear the economic risks inherent in an investment in the Series 17 

           Preferred
and that an important consideration bearing on its ability to bear the
economic risk

           of the purchase of  Series 17 Preferred is whether the
Subscriber and each of its investors can

           afford a complete loss of the
Subscriber's investment in the  Series 17 Preferred and the 

           Subscriber
represents and warrants that the Subscriber can afford such a complete loss;
and 

           (c) the Subscriber and each of its investors have such knowledge and
experience in business, 

           financial, investment and banking matters (including,
but not limited to, investments in restricted,

           non-listed and non-registered
securities) that the Subscriber, on its own behalf and as agent 

           for its investors,
is capable of evaluating the merits, risks and advisability of an investment in 

           the  Series 17 Preferred.



    3.8  Tax Consequences.  The Subscriber acknowledges that the Company has
made no 

           representation regarding the potential or actual tax consequences for
the Subscriber which 

           will result from entering into the Agreement and from
consummation of the Exchange.  The 

           Subscriber acknowledges that it bears
complete responsibility for obtaining adequate tax 

           advice regarding the
Agreement and the Exchange.



    3.9  SEC Filing.  The Subscriber acknowledges that it has been previously
furnished with true 

           and complete copies of the following documents which
have been filed with the SEC 

           pursuant to Sections 13(a), 14(a), 14(c) or 15(d)
of the Exchange Act, and that such have 

           been furnished to the Subscriber a
reasonable time prior to the date hereof:  (i) Annual Report 

           on Form 10-K,
for the year ended December 31, 2000 (the "Form 10-K"); (ii)  Quarterly 

           Report on Form 10-Q for the quarter ended March 31, 2001; (iii) Current
Reports on 

           Form 8-K, date of earliest event reported January 31, 2001, March
21, 2001, and  April 6, 

           2001, and (iv) the information contained in any
reports or documents required to be filed 

           by the Company under Sections
13(a), 14(a), 14(c) or 15(d) of the Exchange Act since 

           the distribution of the
Form 10-K.



  3.10  Documents, Information and Access.  The Subscriber's decision to acquire,
for and on its 

           own behalf and on behalf of its investors, the Series 17
Preferred is not based on any 

           promotional, marketing or sales materials, and
the Subscriber and its representatives have 

           been afforded, prior to purchase
thereof, the opportunity to ask questions of, and to receive 

           answers from, the
Company and its management, and has had access to all documents and 

           information which Subscriber deems material to an investment decision with
respect to the 

           purchase of  Series 17 Preferred hereunder.





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     3.11  No Registration, Review or Approval.  The Subscriber acknowledges and
understands 

              that the private offering and sale of securities pursuant to this
Agreement has not been reviewed

              or approved by the SEC or by any state
securities commission, authority or agency, and is not

              registered under the
Securities Laws.  The Subscriber acknowledges, understands and agrees 

              that
the shares of Series 17 Preferred are being exchanged hereunder pursuant to
a private 

              placement exemption to the registration provisions of the Securities
Act pursuant to Section 

              4(2) of such Securities Act and/or Regulation D
promulgated under the Securities Act) and 

              a similar exemption to the
registration provisions of applicable state securities laws.



     3.12  Transfer Restrictions.  The Subscriber will not, and will not allow any of
its investors to, 

              transfer any Series 17 Preferred exchanged for under this
Agreement or any Conversion 

              Shares unless such are registered under the
Securities Laws, or unless an exemption is 

              available under such Securities
Laws, and the Company may, if it chooses, where an 

              exemption from
registration is claimed by such Subscriber, condition any transfer of 

              Series
17 Preferred or Conversion Shares out of the Subscriber's name on receipt of
an 

              opinion of the Company's counsel, to the effect that the proposed transfer
is being effected 

              in accordance with, and does not violate, an applicable
exemption from registration under 

              the Securities Laws, or an opinion of
counsel to the Subscriber, which opinion is satisfactory 

              to the Company, to
the effect that registration under the Securities Act is not required in 

              connection with such sale or transfer and the reasons
therefor.



     3.13  Reliance.  The Subscriber understands and acknowledges that the Company
is relying upon 

              all of the representations, warranties, covenants,
understandings, acknowledgments and 

              agreements contained in this
Agreement in determining whether to accept this subscription 

              and to sell and
issue the Series 17 Preferred to the Subscriber.



     3.14  Accuracy or Representations and Warranties.  All of the representations,
warranties,

              understandings and acknowledgments that Subscriber has made
herein are true and correct 

              in all material respects as of the date of execution
hereof.  The Subscriber will perform and 

              comply fully in all material respects
with all covenants and agreements set forth herein, 

              and the Subscriber
covenants and agrees that until the acceptance of this Agreement by 

              the
Company, the Subscriber shall inform the Company immediately in writing
of any 

              changes in any of the representations or warranties provided or
contained herein.


 


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		     3.15  Indemnity.  The Subscriber hereby agrees to indemnify and hold harmless
the Company, 

              and the Company's successors and assigns, from, against and
in all respects of any 

              demands, claims, actions or causes of action,
assessments, liabilities, losses, costs, damages,

              penalties, charges, fines or
expenses (including, without limitation, interest, penalties, and 

              attorney and
accountants' fees, disbursements and expenses), arising out of or relating to 

              any breach by Subscriber of any representations, warranty, covenant or
agreement made 

              by Subscriber in this Agreement.  Such right to
indemnification shall be in addition to any 

              and all other rights of the
Company under this Agreement or otherwise, at law or in equity.



     3.16  Survival.  The Subscriber expressly acknowledges and agrees that all of its
representations,

              warranties, agreements and covenants set forth in this
Agreement shall be of the essence 

              hereof and shall survive the execution,
delivery and Closing of this Agreement, the 

              Conversion and Exchange of the
Series 17 Preferred and the sale of the Conversion Shares.



4.  Representations, Warranties and Covenants of the Company.  In order to induce
Subscriber to enter into this Agreement and to exchange the Series 14 Preferred, Series 15 Preferred
and the Series 16 Preferred that are issued and outstanding immediately after the Conversion for the
Series 17 Preferred, the Company hereby represents, warrants and covenants to Subscriber as
follows:



     4.1  Organization, Authority, Qualification.  The Company is a corporation
duly incorporated, 

            validly existing and in good standing under the laws of the
State of Delaware.  The Company 

            has full corporate power and authority to
own and operate its properties and assets and to 

            conduct and carry on its
business as it is now being conducted and operated.



     4.2  Authorization.  The Company has full power and authority to execute and
deliver this 

           Agreement and to perform its obligations under and consummate
the transactions contemplated 

           by this Agreement.  Upon the execution of this
Agreement by the Company and delivery of the

           Securities, this Agreement
shall have been duly and validly executed and delivered by the 

           Company and
shall constitute the legal, valid and binding obligation of the Company,
enforceable

           against the Company in accordance with its terms.



     4.3  Ownership of, and Title to, Securities.  The Series 17 Preferred to be
exchanged for the 

            Series 14 Preferred, Series 15 Preferred and Series 16
Preferred by the Subscriber are, and 

            all Conversion Shares, when issued, will
be, duly authorized, validly issued, fully paid and

            nonassessable shares of the
capital stock of the Company, free of personal liability.  Upon

            consummation
of the exchange of the Series 17 Preferred (and upon the conversion of the 


 


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            Series 17 Preferred, in whole or in part) pursuant to this Agreement, the
Subscriber will own 

            and acquire title to the Series 17 Preferred (and the
Conversion Shares, as the case may be) 

            free and clear of any and all proxies,
voting trusts, pledges, options, restrictions, or other 

            legal or equitable
encumbrance of any nature whatsoever (other than the restrictions on 

            transfer
due to Securities Laws or as otherwise provided for in this Agreement or the 

            Series 17 Preferred Certificate of Designations).


		     4.4  Exemption from Registration.  The Exchange in accordance with the terms
and provisions 

            of this Agreement is being affected in accordance with the
Securities Act, pursuant to an 

            exchange offer exemption to the registration
provision of the Securities Act a private 

            placement exemption to the
registration provisions of the Act pursuant to Section 4(2) of 

            such Act and/or
Regulation D promulgated under the Securities Act, based on the 

            representations, warranties and covenants made by the Subscriber contained
in this 

           Agreement.



5.  Registration Rights.  In order to induce the Subscriber to enter into this Agreement and the
Exchange, the Company hereby covenants and agrees to grant to the Subscriber the rights set forth
in this Section 5 with respect to the registration of the Conversion Shares.



     5.1  Registration.  Subject to the terms of Section 5 hereof, the Company agrees
that after the 

           Closing Date, it shall use its reasonable efforts to prepare and
file with the SEC a registration 

           statement on Form S-3 or equivalent form
(the "Registration Statement") and such other 

           documents, including a
prospectus, as may be necessary in the opinion of counsel for the 

           Company
in order to comply with the provisions of the Securities Act, so as to permit
a public 

           offering and sale by the Subscriber of the Conversion Shares.  The
Company shall use its 

           reasonable efforts to cause such Registration Statement
to become effective within 180 days 

           after the Closing Date.  In connection
with the offering of such Conversion Shares registered 

           pursuant to this
Section 5, the Company shall take such reasonable actions, as it deems 

           necessary, to qualify the Conversion Shares issuable upon conversion of the
Series 17 

           Preferred, covered by such Registration Statement under such "blue
sky" or other state 

           securities laws for offer and sale as shall be reasonably
necessary to permit the public offering 

           and sale of such shares of the
Conversion Shares covered by such Registration Statement;

            provided,
however, that the Company shall not be required (a) to qualify generally to
do 

           business in any jurisdiction where it would not otherwise be required to
qualify but for this 

           subparagraph (b) to subject itself to taxation in any such
jurisdiction, or (c) to consent to 

           general service of process in any such
jurisdiction.  It is expressly agreed that in no event are 


 


-9-


 


           any registration rights
being granted to the Series 17 Preferred itself, but only with respect 

           to the
underlying Conversion Shares issuable upon conversion of the Series 17
Preferred.



     5.2  Current Registration Statement.  Once effective, the Company shall use its
reasonable 

            efforts to cause such Registration Statement filed hereunder to
remain current and effective 

            until the Conversion Shares covered by such
Registration Statements are sold by the 

            Subscriber.  The Subscriber shall
promptly provide all such information and materials and 

            take all such action
as may be required in order to permit the Company to comply with 

            all
applicable requirements of the SEC and to obtain any desired acceleration of
the 

            effective date of such Registration Statement.



     5.3  Other Provisions.  In connection with the offering of any Conversion Shares
registered 

            pursuant to this Section 5, the Company shall furnish to the
Subscriber such number of 

            copies of any final prospectus as it may
reasonably request in order to effect the offering 

            and sale of the Conversion
Shares to be offered and sold under such Registration 

            Statement.  In
connection with any offering of Conversion Shares registered pursuant to 

            this
Section 5, the Company shall (a) furnish to the underwriters (if any), at the 

            Company's expense, unlegended certificates representing ownership of the
Conversion 

            Shares sold under such Registration Statement in such
denominations as requested and 

            (b) instruct any transfer agent and registrar
of the Conversion Shares sold under such 

            Registration Statement to release
immediately any stop transfer order, and to remove 

            any restrictive legend,
with respect to such Conversion Shares included in any 

            registration becoming
effective pursuant to this Agreement upon the sale of such shares 

            by the
Subscriber.



     5.4  Costs.  Subject to the immediately following sentence, the Company shall in
all events 

            pay and be responsible for all filing fees, costs and disbursements
of counsel, accountants

            and other consultants representing the Company in
connection the Registration Statement 

            relating to the Conversion Shares
under this Section 5.  Notwithstanding anything set forth 

            herein to the
contrary, Subscriber shall be responsible for and pay any and all underwriting 

            discounts and commissions in connection with the sale of the Conversion
Shares pursuant 

            hereto or the Registration Statement and all fees of its legal
counsel and other advisors 

            retained in connection with reviewing such
Registration Statement.



     5.5  Successors.  The Company will require any successor (whether direct or
indirect, by 

            purchase, merger, consolidation or otherwise) to all or
substantially all of the business, 

            properties, stock or assets of the Company,
to expressly assume and agree to perform its 


 


-10-


 




            obligations under this Section
5 in the same manner and to the same extent that the Company 

            would be
required to perform it if no such succession had taken place.



     5.6  One Percent (1%) Penalty.  In the event the Registration Statement referred
to in Section 

            5.1 above is not declared effective by the SEC on or before the
expiration of 180 days after 

            the Closing Date (or the next business day
thereafter if the 180th day falls on a Saturday, 

            Sunday or legal holiday), the
Company agrees to pay to the Subscriber. as liquidated 

            damages and not as
a penalty, an amount equal to one percent (1%) of the product of (a) the 

            number of shares of Series 17 Preferred then outstanding times (b) $1,000,
payable in cash 

            or in shares of Common Stock, at the election of the
Company.  The Company agrees that 

            for each full month thereafter which
terminates without the Registration Statement being 

           declared effective by the
SEC before 5:00 p.m. Eastern Daylight Savings Time on the last 

           day of such
month (or the next business day thereafter if such day is a Saturday, Sunday
or 

            legal holiday), the Company shall pay to the Subscriber a penalty in an
amount equal to 

            one percent (1%) of the product of (a) the number of shares
of Series 17 Preferred then 

            outstanding times (b) $1,000, payable in cash or
in shares of Common Stock, at the election 

            of the Company.  If the Company
elects to deliver such payment in Common Stock of the 

            Company, the
number of shares of Common Stock to be issued to the Subscriber shall be 

            determined by dividing the amount of the payment by the average closing bid
price of the 

            Company's Common Stock as reported on the NASDAQ, or if
the Common Stock is not 

            listed for trading on the NASDAQ but is listed for
trading in a national securities exchange,

              the average closing price of the
Common Stock as quoted in such national securities exchange,

            for the five
(5) trading days immediately prior to the date on which the damages are
imposed.



6.  Indemnification.



     6.1  By the Company.  Subject to the terms of this Section 6, the Company will
indemnify and 

            hold harmless the Subscriber, its directors and officers, and
any underwriter (as defined in 

            the Securities Act) for the Subscriber and each
person, if any, who controls the Subscriber 

            or such underwriter within the
meaning of the Act, from and against, and will reimburse the 

            Subscriber and
each such underwriter and controlling person with respect to, any and all loss, 

            damage, liability, cost and expense to which such holder or any such
underwriter or 

            controlling person may become subject under the Act or
otherwise, insofar as such losses, 

            damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue 

            statement of any material
fact contained in the Registration Statement filed with the SEC in 


 


-11-


 




            connection
with the Conversion Shares, any prospectus contained therein or any
amendment

            or supplement thereto, or arise out of, or are based upon, the
omission or alleged omission 

            to state therein a material fact required to be
stated therein or necessary to make the 

            statements therein, in light of the
circumstances in which they were made not misleading; 

            provided, however,
that the Company will not be liable in any such case to the extent that 

            any
such loss, damage, liability, cost or expense arises out of, or is based upon,
an untrue 

            statement or alleged untrue statement or omission or alleged
omission so made in 

            conformity with information furnished by the
Subscriber, such underwriter or such 

            controlling person in writing
specifically for use in the preparation thereof.



     6.2  By the Subscriber.  Subject to the terms of this Section 5, the Subscriber
will indemnify 

            and hold harmless the Company, its directors and officers, any
controlling person and 

            any underwriter from and against, and will reimburse
the Company, its directors and 

            officers, any controlling person and any
underwriter with respect to, any and all loss, 

            damage, liability, cost or
expense to which the Company or any controlling person 

            and/or any
underwriter may become subject under the Securities Act or otherwise, 

            insofar as such losses, damages, liabilities, costs or expenses are caused by
any 

            untrue statement or alleged untrue statement of any material fact
contained in a Registration 

            Statement filed with the SEC in connection to the
Conversion Shares, any prospectus 

            contained therein or any amendment or
supplement thereto, or arise out of, or are based 

            upon, the omission or alleged
omission to state therein a material fact required to be 

            stated therein or
necessary to make the statements therein, in light of the circumstances 

            in
which they were made, not misleading, in each case to the extent, but only to
the 

            extent, that such untrue statement or alleged untrue statement or omission
or alleged 

            omission was so made in reliance upon, and in strict conformity
with, written information 

            furnished by, or on behalf of, the Subscriber
specifically for use in the preparation thereof.



     6.3  Procedure.  Promptly after receipt by an indemnified party pursuant to the
provisions 

            of Section 6.1 or 6.2 of notice of the commencement of any action
involving the subject 

            matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof

            is to be made against the
indemnifying party pursuant to the provisions of Section 6.1 or 6.2, 

            promptly
notify the indemnifying party of the commencement thereof; but the omission
to 

            so notify the indemnifying party will not relieve the indemnifying party
from any liability 

            which it may have to any indemnified party otherwise than
hereunder.  In case such 

            action is brought against any indemnified party and
the indemnified party notifies the 

            indemnifying party of the commencement
thereof, the indemnifying party shall have the 


 


-12-


 




            right to participate in, and, to
the extent that it may wish, assume the defense thereof; or, if 

            there is a
conflict of interest which would prevent counsel for the indemnifying party
from 

            also representing the indemnified party, the indemnified parties have the
right to select only 

            one (1) separate counsel to participate in the defense of
such action on behalf of all such 

            indemnified parties.  After notice from the
indemnifying parties to such indemnified party of 

            the indemnifying parties'
election so to assume the defense thereof, the indemnifying parties 

            will not
be liable to such indemnified parties pursuant to the provisions of said
Section 6.1 

            or 6.2 for any legal or other expense subsequently incurred by
such indemnified parties in 

            connection with the defense thereof, other than
reasonable costs of investigation, unless (a) 

            the indemnified parties shall have
employed counsel in accordance with the provisions of the 

            preceding
sentence; (b) the indemnifying parties shall not have employed counsel
satisfactory 

            to the indemnified parties to represent the indemnified parties
within a reasonable time after 

            the notice of the commencement of the action
or (c) the indemnifying party has authorized 

            the employment of counsel for
the indemnified party at the expense of the indemnifying parties.



7.  Securities Legends and Notices.  Subscriber represents and warrants that it has read,
considered and understood the following legends, and agrees that such legends, substantially in the
form and substance set forth below, shall be placed on all of the certificates representing the Series
17 Preferred:



      Series 17 Preferred Legends


	      NEITHER THIS PREFERRED STOCK NOR ANY SHARES OF COMMON
STOCK 

      ISSUABLE UPON THE CONVERSION OF THIS PREFERRED STOCK
HAVE BEEN

      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE 

      "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE
STATE SECURITIES 

      LAWS.  THIS PREFERRED STOCK AND THE COMMON
STOCK ISSUABLE UPON

      CONVERSION OF THIS PREFERRED STOCK MAY
NOT BE OFFERED, SOLD, 

      PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE ABSENCE

      OF AN EFFECTIVE REGISTRATION
STATEMENT AND QUALIFICATION IN 

      EFFECT WITH RESPECT THERETO
UNDER THE SECURITIES ACT AND UNDER

      ANY APPLICABLE STATE
SECURITIES LAW OR WITHOUT THE PRIOR 

      WRITTEN CONSENT OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC. 

      AND AN OPINION OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC.'S 

      COUNSEL, OR AN
OPINION FROM COUNSEL FOR THE HOLDER HEREOF, 

      WHICH OPINION
IS SATISFACTORY TO THE COMPANY, THAT SUCH 

       REGISTRATION AND
QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE

       FEDERAL AND
STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.


 


-13-


 


	      Conversion Shares Legends


	      THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE 

      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 

      AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE 

      STATE SECURITIES LAWS.  THIS COMMON STOCK MAY NOT BE
OFFERED, 

      SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE 

      ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AND QUALIFI-

      CATION IN EFFECT WITH RESPECT THERETO
UNDER THE SECURITIES ACT 

      AND UNDER ANY APPLICABLE STATE
SECURITIES LAW OR WITHOUT THE 

      PRIOR WRITTEN CONSENT OF
PERMA-FIX ENVIRONMENTAL SERVICES, 

      INC. AND AN OPINION OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC.'S 

      COUNSEL, OR AN
OPINION FROM COUNSEL FOR THE HOLDER HEREOF, 

       WHICH OPINION
IS SATISFACTORY TO THE COMPANY, THAT SUCH 

       REGISTRATION AND
QUALIFICATION IS NOT REQUIRED UNDER 

      APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR AN EXEMPTION 

      THEREFROM.



8.  Miscellaneous.



     8.1  Assignment and Power of Attorney.  For purposes of affecting the exchange of the 

            Series 14 Preferred, Series 15 Preferred and the Series 16 Preferred  in accordance
with 

            the terms of this Agreement, at the Closing the Subscriber does hereby assign
all of its right, 

            title and interest in and to the Series 14 Preferred, Series 15 Preferred
and the Series 16 

            Preferred to the Company and irrevocably makes, constitutes and
appoints the Company 

            as the true and lawful agents and attorneys-in-fact of the
Subscriber ("Attorney-In-Fact") 

            with full power and authority (except as provided
below) to act hereunder individually, or 

            through duly appointed successor attorneys-in-fact, in its sole discretion, all as hereinafter 

            provided, in the name of, for and on
behalf of the Subscriber, as fully as could the Subscriber 

            if present and acting in
person, with respect to all matters in connection with the transfer of 

            the Series 14
Preferred, Series 15 Preferred and the Series 16 Preferred.



     8.2  Amendment; Waiver.  This Agreement shall be changed, modified or amended in
any respect

            except by the mutual written agreement of the parties hereto.  Any
provision of this Agreement 

            may be waived in writing by the party which is entitled
to the benefits thereof.  No waiver of any

            provision of this Agreement shall be
deemed to, or shall constitute a waiver of, any other 

            provision
hereof or thereof
(whether or not similar), nor shall nay such waiver constitute a 

            continuing waiver.



     8.3  Binding Effect; Assignment.  This Agreement nor any rights or obligations
hereunder or 

            thereunder, are assignable by the Subscriber.



     8.4  Governing Law; Litigation Costs.  This Agreement and its validity, construction
and 

            performance shall be governed in all respects by the internal laws of the State of
Delaware 

            without giving effect to such State's conflicts of laws provisions.  Each of
the Company and the


 


-14-


 




            Subscriber expressly and irrevocably consent to the jurisdiction
and venue of the federal courts 

            located in Wilmington, Delaware.  Each of the parties
agrees that in the event either party brings 

            an action to enforce any of the provisions
of this Agreement or to recovery for an alleged 

            breach of any of the provisions of this
Agreement, each party shall be responsible for its own 

            legal costs and disbursements
during the pendency of any such action; provided, however, that 

            after any such action
has been reduced to a final, unappealable judgment, the prevailing party 

            shall be
entitled to recover from the other party all reasonable, documented attorneys' fees 

            and disbursements and court costs from the other party.



     8.5  Severability.  Any term or provisions of this Agreement which is prohibited or
unenforceable 

            in any jurisdiction shall, as to such jurisdiction only, be ineffective
only to the extent of such 

            prohibition or unenforceability without invalidating the
remaining provisions hereof or thereof 

            affecting the validity or enforceability of such
provision in any other jurisdiction.



     8.6  Headings.  The captions, headings and titles preceding the text of each or any
Section, 

            subsection or paragraph hereof are for convenience of reference only and
shall not affect the

            construction, meaning or interpretation of this Agreement or the
Warrants or any term or 

            provisions hereof or thereof.



     8.7  Counterparts.  This Agreement may be executed in one or more original or
facsimile counter-

            parts, each of which shall be deemed an original and all of which
shall be considered one and 

            the same agreement, binding on all of the parties hereto,
notwithstanding that all parties are not

            signatories to the same counterpart.  Upon
delivery of an executed counterpart by the under-

            signed Subscriber to the Company,
which in turn is executed and delivered by the Company, 

            this Agreement shall be
binding as one original agreement between Subscriber and the Company.



     8.8  Transfer Taxes.  Each party hereto shall pay all such sales, transfer, use, gross
receipts, 

            registration and similar taxes arising out of, or in connection with, the
transactions contemplated 

            by this Agreement (collectively, the "Transfer Taxes") as
are payable by such party under 

            applicable law, and the Company shall pay the cost
of any documentary stock transfer 

            stamps, if any, to be affixed to the certificates
representing the Shares to be sold.



     8.9  Entire Agreement.  This Agreement and the Series 17 Preferred Certificate of
Designations, 

            merges and supersedes any and all prior agreements, understandings,
discussions, assurances,

            promises, representations or warranties among the parties
with respect to the subject matter 

            hereof, and contains the entire agreement among
the parties with respect to the subject matter 

            set forth herein and therein.



    8.10 Authority; Enforceability.  The Subscriber is duly authorized to enter into this
Agreement 

            and to perform all of its obligations hereunder.  Upon the execution and
delivery of this 

           Agreement by the Subscriber, this Agreement shall be enforceable
against the Subscriber in 

           accordance with its terms.


 


-15-


 


	     8.11  Notices.  Except as otherwise specified herein to the contrary, all notices, requests,
demands

              and other communications required or desired to be given hereunder shall
only be effective 

              if given in writing, by hand or by fax, by certified or registered
mail, return receipt requested, 

              postage prepaid, or by U. S. Express Mail service, or
by private overnight mail service 

             (e.g., Federal Express).  Any such notice shall be
deemed to have been given (i) on the 

             business day actually received if given by hand
or by fax, (ii) on the business day immediately

             subsequent to mailing, if sent by U.S.
Express Mail service or private overnight mail service, 

             or (iii) five (5) business days
following the mailing thereof, if mailed by certified or registered 

             mail, postage
prepaid, return receipt requested, and all such notices shall be sent to the 

             following
addresses (or to such other address or addresses as a party may have advised 

             the other
in the manner provided in this Section 8.11:



             If to the Company:                          
                 Dr. Louis F. Centofanti

                                         
                                           
;Perma-Fix Environmental Services, Inc.

                                         
                                           
;1940 Northwest 67th Place

                                         
                                           
;Gainesville, Florida  32653

                                         
                                           
;Fax No.: (352) 373-0040



            with copies
simultaneously                                 Irwin H. Steinhorn, Esquire

            by like means to:                     
                          Conner & Winters, A Professional Corporation

                                         
                                           
;One Leadership Square, Suite 1700

                                         
                                           
;211 North Robinson

                                         
                                           
;Oklahoma City, Oklahoma  73102

                                         
                                           
;Fax No.: (405) 232-2695



          If to the Subscriber:                       
                     Herbert Strauss

                                         
                                           
;RBB Bank Aktiengesellschaft

                                         
                                           
;Burgring 16, 8010 Graz, Austria

                                         
                                           
;Fax No.: 011-43-316-8072 ext. 392



     8.12  No Third Party Beneficiaries.  This Agreement and the rights, benefits, privileges,
interests, 

              duties and obligations contained or referred to herein shall be solely for the
benefit of the 

              parties
hereto and no third party shall have any rights or benefits
hereunder as a third party 

              beneficiary or otherwise hereunder.  Nothing contained in
this Section 7.12 shall prohibit 

              the Subscriber from entering into this Agreement as
agent for, and on behalf of, certain of its 

              investors.



     8.13  Public Announcements.  Neither Subscriber nor any officer, director, stockholder, 

              employee, affiliate or affiliated person or entity of Subscriber, shall make or issue
any press 

              releases or otherwise make any public statements or make any disclosures
to any third 


 


-16-


 




              person or entity with respect to the transactions contemplated herein and
will not make 

              or issue any press releases or otherwise make any public statements of
any nature 

              whatsoever with respect to the Company without the express prior
approval of the 

              Company.


	     IN WITNESS WHEREOF, the Company and the undersigned Subscriber have each duly
executed this Agreement on the 25th day of May, 2001, but effective as of April 6, 2001..


							                                    
                                     							PERMA-FIX ENVIRONMENTAL

                                         
                                SERVICES, INC.







                                         
                                 By   /s/
Louis Centofanti                                   

                                         
                                      Dr. Louis F. Centofanti

                                          
                                     Chief Executive Officer



                                         
                                 RBB BANK AKTIENGESELLSCHAFT





 

                                         
                                 By   /s/
Herbert
Strauss                                    

                                          
                                      Herbert Strauss

                                         
                                       Headtrader