Exhibit 4.2 - Form of Subscription Agreement



IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


NAME OF SUBSCRIBER:______________________________________.


To:    Perma-Fix Environmental Services, Inc.


         1940 Northwest 67th Place


         Gainesville, Florida 32653



PERMA-FIX ENVIRONMENTAL SERVICES, INC.

SUBSCRIPTION AGREEMENT 


1.  Offering.  Perma-Fix Environmental Services, Inc., a Delaware corporation (the "Company") desires to offer a minimum of 1,500,000 and a maximum of 5,000,000 units (the "Units"), in a private placement (the "Offering") on the
terms and conditions set forth in this Subscription Agreement (the "Agreement").  Each Unit consists of one share of Common Stock of the Company, par value $.001 per share (the "Common Stock"), and one warrant to purchase Common Stock (a "Warrant").
Each Warrant entitles the Holder thereof to purchase one share of Common Stock of the Company for $1.75.  The Warrants are in the form included in the Warrant Agreement (the "Warrant Agreement") attached as Exhibit B to the Company's Confidential Private
Placement Memorandum, dated April 2001 (such memorandum, together with all amendments and supplements thereof and annexes and exhibits thereto, the "Memorandum").



     1.1  Placement Agent.  One or more entities (the "Placement Agent") is or have been retained by the

            Company as a non-exclusive placement agent for the offer and sale of the Units pursuant to the 

            terms of this Memorandum Offering on a "best efforts" basis.



     1.2  Termination of Offering.  This Offering will expire on the earlier to occur of (a) May 31, 2001 (the

            "Termination Date"), or (b) the sale of all Units offered hereby.  If subscriptions for the minimum 

            offering of 1,500,000 Units are not received by the Termination Date and the Preferred Stock

            Restructuring (as defined in paragraph 1.3.2  below) has not been completed by the Termination 

            Date, the Offering will terminate and all funds will be returned by the Escrow Agent, without 

            any deduction or interest, as soon as practicable thereafter.  Notwithstanding the foregoing, 

            the Company reserves the right to terminate this Offering and cancel this Agreement at any 

            time even if all conditions to Closing have been satisfied.



     1.3  Conditions to Closing.  Unless the following conditions have been satisfied prior to the 

            Termination Date, the Offering will terminate, and the Company's proposed sale of the Units 

            to the undersigned pursuant to the terms of this Agreement will not be completed:



           1.3.1  The Company must have received and approved subscriptions for the purchase of at 

                     least 1,500,000 Units (the "Minimum Offering").  The number of Units represented by 

                     any promissory notes delivered in partial consideration of the subscription price of the 
 

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                     Units pursuant to paragraph 3.1 of this Agreement will not be included in determining 

                     whether the Minimum Offering has been reached until such promissory notes have 

                     been paid in full;



           1.3.2  The Preferred Stock Restructuring (as defined in this paragraph) must have been 

                     completed.  As of April 2, 2001, RBB Bank Aktiengesellschaft ("RBB Bank") owned 

                     all shares of the Company's outstanding classes of Preferred Stock.  The Company 

                     and RBB Bank have an oral agreement in principal whereby RBB Bank will, among 

                     other things, convert a portion of RBB Bank's outstanding Preferred Stock into 

                     Common Stock and/or exchange all of RBB Bank's remaining Preferred Stock for a 

                     new class of Preferred Stock.  Such conversion and/or exchange is referred to as the 

                     "Preferred Stock Restructuring."  There are no assurances that the Company will be 

                     able to complete the Preferred Stock Restructuring; and



          1.3.3  The Company has received from the NASDAQ approval of the NASDAQ of the listing

                   
of the Common Stock included in the units and the Common Stock issuable upon exercise

                    of the Warrants included in the units ("NASDAQ Listing Approval").



2.  Subscription.



     2.1  Agreement to Purchase.  The undersigned, intending to be legally bound, hereby irrevocably 

            subscribes for and agrees to purchase the number of Units indicated on page 11 of this 

           Agreement, on the terms and conditions described in this Agreement and in the Memorandum. 

           The undersigned has previously received and reviewed the Memorandum.



     2.2  Acceptance/Rejection of Subscription.  The Company's acceptance of the undersigned's 

            subscription will be evidenced by the Company's execution of this Agreement.  The Company 

            reserves the right to reject this subscription for the Units in whole or part, at its sole discretion, 

            at any time prior to the Closing (as defined in paragraph 3.2 hereof), notwithstanding prior 

            receipt by the undersigned of notice of acceptance of the undersigned's subscription.



     2.3  Revocation.  The undersigned may revoke this subscription by a written notice of revocation 

            sent by certified or registered mail, return receipt requested, which must be received by the 

            Company at its corporate headquarters at least two business days prior to the Closing.



     2.4  Termination of Agreement.  If the Company rejects this subscription, or if the sale of the 

            Units subscribed for by the undersigned is not consummated by the Company for any reason 

            (in which event this Agreement will be deemed to be rejected), this Agreement and any 

            other agreement entered into between the undersigned and the Company relating to this 

            subscription will thereafter have no force or effect, and the Company will promptly return or 

            cause to be returned to the undersigned the purchase price remitted to the Company by the

            undersigned, without interest.



3.  Payment of Purchase Price; Escrow.  The purchase price to be remitted to the Company in exchange for the Units is $1.75 per Unit (the "Subscription Price").  Payment for the Units must be made by bank or certified check or wire
transfer to an escrow account established by the Escrow Agent (as defined in paragraph 3.3 hereof) in accordance with the instructions of the Company, together with an executed copy of this Agreement and any other required documents.  The Escrow Agent
will hold all funds received from subscribers in a non-interest bearing account.



     3.1  Subscribers of $3 Million of Units. If the total Subscription Price for the number of Units which the

            undersigned has agreed to purchase under this Agreement is at least $3 million, then undersigned, 

            with the written approval of the Company, may pay two-thirds (2/3 rds) of the total Subscription 

            Price in cash and one-third (1/3rd) of the total Subscription Price by delivery to the Company 

            of a duly executed promissory note in the principal amount equal to one-third (1/3rd) of the 

 

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            total Subscription Price.  The promissory note must be in the form attached as Exhibit C to the

            Memorandum. The promissory note is non-interest bearing and provides that the principal 

            balance of the promissory note is due in full on or before 60 days following Closing.  No partial
            payments of the promissory note will be accepted.  The number of Units represented by any 

            promissory
note will not be included in determining whether the Minimum Offering has been 

            reached until the promissory note is paid in full.



     3.2  Closing.  The closing (the "Closing") of the subscription contemplated by this Agreement, 

            following the acceptance by the Company of this Agreement, will take place at the offices of

            _________________________________________or such other place as determined 

            by the Company, on such date as is set by the Company.



     3.3  Escrow.  SunTrust Bank, a Georgia Banking Corporation, and/or such other escrow agents 

            selected by a Placement Agent to hold the proceeds received due to the placement of units 

            by that particular Placement Agent and approved in writing the Company  (individually the 

            "Escrow Agent" and collectively the "Escrow Agents") will hold all of the proceeds from the 

            Offering until subscriptions for the Minimum Offering (at least 1,500,000 Units representing 

            gross proceeds of approximately $2,531,250.00) have been received by the Escrow Agents 

            and accepted by the Company and has received written notice from the Company that the 

            conditions to closing set forth in Sections 1.3.2 and 1.3.3 have been complied with. The 

            number of Units and the amount of gross offering proceeds represented by any promissory 

            note delivered pursuant to paragraph 3.1 of this Agreement will not be included in determining 

            whether the
Minimum Offering has been reached until such promissory note is paid in full. 

            When the Company notifies the Escrow Agents that subscriptions for the minimum number 

            of Units have been accepted and the other conditions to closing set forth in Section 1.3.2 

            and 1.3.3. hereof have been complied with, the Escrow Agents will release the subscription 

            funds to the Company and, as soon as practicable thereafter, the Company will deliver 

            certificates for the Units to the purchasers.  If the Company thereafter accepts additional 

            subscriptions, these procedures will be repeated on one or more occasions (each, a "Closing").



     3.4  Delivery of Units.  Within 10 business days after the Closing of the purchase and sale of the 

            Units subscribed to by the undersigned, the Company will issue and deliver to the 

            undersigned the certificates for the Units to be issued and sold to the undersigned, duly 

            registered in the undersigned's name after payment in full by the undersigned of the aggregate 

            purchase price of the Units.  Notwithstanding the foregoing, if the undersigned, with the written 

            approval of the Company, has delivered a promissory note in partial payment of the 

            Subscription Price pursuant to Section 3.1 hereof, the Company will issue and deliver to the

            undersigned 2/3rds of the Units subscribed for within 10 business days after the Closing.  Upon

            payment in full of the promissory note, the Company will issue and deliver to the undersigned, 

            within 10 business days therefrom, the remaining Units to be issued and sold to the undersigned. 

            If the undersigned fails to pay the promissory note in full on or before its stated maturity date, 

            the remaining Units will not be issued to the undersigned, the undersigned's subscription as 

            to the remaining Units will be terminated, and the promissory note will be cancelled.



4.  Registration Rights.



     4.1  Registration.  The Company hereby agrees to use reasonable efforts to file a Form S-3 

            Registration Statement or such other suitable registration statement acceptable to the Company 

            (the "Registration Statement") with the Securities and Exchange Commission ("SEC") within 

            150 days following the last Closing under the Offering to register the Common Stock included 

            in the Units and the Common Stock issuable upon exercise of the Warrants included in the 

            Units (together, the "Registrable Securities") under the Securities Act of 1933, as amended 

            (the "Act"), and the Company will use reasonable efforts to cause such registration to become 

 

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            effective within 90 days following the filing of the Registration Statement with the SEC and to 

            remain effective for six months after the effective date of the Registration Statement; provided 

            that the Company will not file any such Registration Statement within 60 days following the 

            last Closing.  The Company will in connection therewith use reasonable efforts to also register 

            and qualify the Registrable Securities under the Blue Sky laws of such jurisdictions as the 

            Company reasonably determines are necessary.  The obligation of the Company under this 

            Section 4.1 will be limited to one registration statement. The Company will pay the expenses 

            described in Section 4.3 for the Registration Statement filed pursuant to this Section 4.1, 

            except for underwriting discounts and commissions and legal fees of the holders of the 

            Units (the "Holders"), which shall be borne by such Holders.



     4.2  Registration Procedures. To effect the registration of Registrable Securities under the Act 

            pursuant to the provisions of Section 4.1, the Company will:



            4.2.1  Prepare and file with the SEC the Registration Statement with respect to the Registrable

                      Securities within 150 days following the final Closing, and use reasonable efforts to 

                      cause such registration statement to become effective within 90 days following its 

                      filing (but not less than 60 days after the last Closing) and cause the same to remain 

                      effective for six months following its effective date;



           4.2.2  Prepare and file with the SEC such amendments to the Registration Statement and 

                     supplements to the prospectus contained therein and post-effective amendments thereto 

                     as may be necessary to keep the Registration Statement effective for a period of six 

                     months;



          4.2.3  Furnish to the Holders participating in such registration such reasonable number of 

                    copies of the Registration Statement, preliminary prospectus, final prospectus and such 

                    other documents as may reasonably requested by such Holders;



          4.2.4  Use reasonable efforts to register or qualify the securities covered by the Registration 

                    Statement under such state securities or Blue Sky laws of such jurisdictions as the 

                    Company may reasonably determine as necessary within 30 days following the original 

                    filing
of the Registration Statement, except that the Company will not for any purpose 

                    be required to execute a general consent as to service of process or to qualify to do 

                    business as a foreign corporation in any jurisdiction wherein it is not so qualified to do 

                    business; provided that the Company will execute a Form U-2 Consent to Service of 

                    Process where required by the Blue Sky laws of a particular state;



          4.2.5  Notify the Holders promptly when the Registration Statement has become effective 

                    or when supplements thereto are filed;



          4.2.6  Notify the Holders promptly of any material requests by the SEC related to the 

                    Registration Statement's effectiveness;



          4.2.7  Prepare and file with the SEC, promptly upon the request of any Holder, any amendments

                    or supplements to such Registration Statement or prospectus which, in the opinion of 

                    counsel for such Holder (and concurred in by counsel for the Company), is required 

                    under the Act or the rules and regulations thereunder in connection with the distribution 

                    of Common Stock by such Holder; and



          4.2.8  Advise such Holders, promptly after it will receive notice or obtain knowledge thereof, 

                    of the issuance of any stop order by the SEC suspending the effectiveness of such 

                    Registration Statement or the initiation or threatening of any proceeding for that purpose 

                    and promptly use its reasonable efforts to prevent the issuance of any stop order or to 

                    obtain its withdrawal if such stop order should be issued.



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     4.3  Expenses.



            4.3.1  With respect to the registration pursuant to Section 4.1 hereof, all fees, costs and expenses

                       of and incidental to such registration and public offering (as specified in paragraph 4.3.2 

                       below) in connection therewith will be borne by the Company, provided, however, that 

                       any Holders participating in such registration will bear their pro rata share of the 

                       underwriting discount and commissions, if  any, and transfer taxes.



           4.3.2   The fees, costs and expenses of registration to be borne by the Company as provided in

                      paragraph 4.3.1 are the following: all registration, filing, and NASD fees, printing expenses, 

                      fees and disbursements of counsel and accountants for the Company, and all legal fees 

                      and disbursements and other expenses of complying with state securities or Blue Sky laws 

                      of any jurisdictions in which the securities to be offered are to be registered or qualified 

                      (except as provided in 4.3.1 above). Fees and disbursements of counsel and accountants 

                      for the selling Holders and any other expenses incurred by the selling Holders not 

                      expressly included above will be borne by the selling Holders.



     4.4  Indemnification.



            4.4.1  The Company will indemnify and hold harmless each Holder of Registrable Securities 

                      which are included in the Registration Statement pursuant to the provisions of paragraph 

                      4.1 hereof, its directors and officers, and any underwriter (as defined in the Act) for such 

                      Holder and each person, if any, who controls such Holder or such underwriter within the

                      meaning of the Act, from and against, and will reimburse such Holder 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 such Registration Statement, 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 expenses 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 such Holder, 

                      such underwriter or such controlling person in writing specifically for use in the 

                      preparation thereof.



            4.4.2  Each Holder of Registrable Securities included in a registration pursuant to the provisions 

                      of paragraph 4.1 hereof 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 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 such

                      Registration Statement, 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 

 

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                      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 such Holder specifically 

                      for use in the preparation thereof.



            4.4.3  Promptly after receipt by an indemnified party 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 said paragraph 4.4.1 or 4.4.2, as the case may be, promptly notify the 

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

                      indemnifying party will not relieve it 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 it notifies the indemnifying party of the commencement thereof, 

                      the indemnifying party will have the right to participate in, and, to the extent that it may 

                      wish, jointly with any other indemnifying party similarly notified, to 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, 

                      as a whole, have the right to select one separate counsel to participate in the defense 

                      of such action on behalf of such indemnified parties. After notice from the indemnifying 

                      parties to such indemnified party of their election so to assume the defense thereof, the

                     
indemnifying parties will not be liable to such indemnified parties pursuant to the 

                      provisions of said paragraph 4.4.1 or 4.4.2 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 will have employed 

                      counsel in accordance with the provisions of the preceding sentence, (b) the indemnifying 

                      parties will not have employed counsel 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, in writing, the employment of counsel for the indemnified party 

                      at the expense of the indemnifying parties.



     4.5  Form S-3.  The Company represents and Warrants that the Company is, as of the date hereof, 

            eligible to use Form S-3 to register its securities for sale in a secondary offering of the 

            Company's securities for the account of selling shareholders; provided any shareholder 

            offering the Company's securities under a Form S-3 registration statement must satisfy 

            applicable prospectus delivery requirements and other requirements of the Act.



5.  Investor Representations and Warranties.  The undersigned hereby acknowledges, represents and Warrants to, and agrees with, the Company and its affiliates as follows:



     5.1  Investment Intent.  The undersigned is acquiring the Units for his own account as principal, not 

            as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, 

            distribution or fractionalization thereof in whole or in part and no other person has a direct or 

            indirect beneficial interest in such Units. Further, the undersigned does not have any contract,

            undertaking, agreement or arrangement with any person to sell, transfer or grant participation 

            to such person or to any third person, with respect to any of the Units for which the undersigned 

            is subscribing;



     5.2  Authority.  The undersigned has full power and authority to enter into this Agreement, the 

            execution and delivery of this Agreement has been duly authorized, if applicable, and this 

            Agreement constitutes a valid and legally binding obligation of the undersigned;



     5.3  Investment Representations.  The undersigned acknowledges his understanding that the offering 

            and sale of the Units is intended to be exempt from registration under the Act by virtue of 

            Section 4(2) and the provisions of Regulation D promulgated thereunder ("Regulation D"). 



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            In furtherance thereof, the undersigned represents and Warrants
to and agrees with the

            Company and its affiliates as follows:



            (a)  The undersigned realizes that the basis for the exemption may not be present if, 

                   notwithstanding such representations, the undersigned has in mind merely acquiring 

                   the Units for a fixed or determinable period in the future, or for a market rise, or 

                   for sale if the market does not rise.  The undersigned does not have any such 

                   intention;



            (b)  The undersigned has the financial ability to bear the economic risk of his investment, 

                   has adequate means for providing for current needs and personal contingencies and 

                   has no need for liquidity with respect to an investment in the Company;



            (c)  ___________________________________ (insert name of Purchaser Representative:

                   if none, so state) has acted as the undersigned's Purchaser Representative for purposes 

                  of the private placement exemption under the Act.  If the undersigned has appointed a Purchaser

                  Representative (which term is used herein with the same meaning as given in Rule 501(h) of

                  Regulation D), the undersigned has been advised by such Purchaser Representative as to the 

                  merits and risks of an investment in the Company in general and the suitability of an investment

                  in the Units for the undersigned in particular; and



           (d) The undersigned (together with the Purchaser Representative(s), if any) has such knowledge 

                 and experience in financial and business matters as to be capable of evaluating the merits and 

                 risks of the prospective investment in the Units.  If other than an individual, the undersigned 

                 also represents it has not been organized as a trust for the purpose of acquiring the Units.



     5.4  Investor Questionnaire.  The information in the Investor Questionnaire completed and executed 

            by the undersigned in the form of the Investor Questionnaire included as Exhibit E to the 

            Memorandum (the "Investor Questionnaire") is accurate and true in all respects and the 

            undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D.



     5.5  Due Diligence.  The undersigned and the Purchaser Representative, if any:



            (a)  Have been furnished for a reasonable period of time prior to the date hereof with a copy 

            of the Memorandum and any documents which may have been made available upon request

            (collectively with this Agreement, the "Investment Materials") and the undersigned or the Purchaser

            Representative(s) have carefully read and evaluated the Investment Materials and understand the 

            risks involved in an investment in the Units, including the risks set forth under the section titled 

            "Risk Factors" in the Memorandum and the considerations set forth in the Investment Materials, 

            and have relied solely (except as indicated in subsections (b) and (c) below) on the information

            contained in the Investment Materials (including all exhibits thereto);



            (b)  Have been provided an opportunity, for a reasonable period of time prior to the date hereof, 

             to obtain additional information concerning the Offering of the Units, the Company and all other

             information to the extent the Company possesses such information or can acquire it without

             unreasonable effort or expense;



             (c)  Have been given the opportunity, for a reasonable period of time prior to the date hereof, 

              to ask questions of and receive answers from, the Company or its representatives concerning 

              the terms and conditions of the Offering of the Units and other matters pertaining to an 

              investment therein, and have been given the opportunity for a reasonable period of time prior to 

              the date hereof to obtain such additional information necessary to verify the accuracy of the

 

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              information contained in the Investment Materials or that which was otherwise provided in 

              order to evaluate the merits and risks of a purchase of the Units;



            (d)  Have not been furnished with any oral representation or oral information in connection 

            with the Offering of the Units which is not contained in the Investment Materials; and



            (e)  Have determined that the Units are a suitable investment for the undersigned and that 

            at this time the undersigned could bear a complete loss of such investment.



     5.6  No Reliance; Purchaser Representative.  The undersigned is not relying on the Company, 

            or its affiliates with respect to economic considerations involved in an investment in the Units. 

            The undersigned has relied on the advice of, or has consulted with only those persons, if any, 

            named as Purchaser Representative(s) herein and in the Investor Questionnaire.  Each 

            Purchaser Representative is capable of evaluating the merits and risks of an investment in the 

            Units on the terms and conditions set forth in the Investment Materials and each Purchaser

            Representative has disclosed to the undersigned in writing (a copy of which is annexed to 

            this Agreement) the specific details of any and all past, present or future relationships, actual 

            or contemplated, between the Purchaser Representative (or related party) and the Company

            or any affiliate or subsidiary thereof.



     5.7  Restrictions on Transfer.  The undersigned represents, Warrants and agrees that he will not 

            sell or otherwise transfer the Units without registration under the Act or an exemption 

            therefrom and fully understands and agrees to bear the economic risk of any purchase 

            because, among other reasons, the Units, the Common Stock and Warrants comprising the 

            Units, and the Common Stock issuable upon exercise of the Warrants have not been 

            registered under the Act or under the securities laws of any state and, therefore, cannot be 

            resold, pledged, assigned or otherwise disposed of unless, inter alia, they are 

            subsequently registered under the Securities Act and under the applicable securities laws 

            of such states or an exemption from such registration is available. In particular, the 

            undersigned is aware that the Units are "restricted securities," as such term is defined in 

            Rule 144 promulgated under the Act ("Rule 144"), and they may not be sold pursuant to 

            Rule 144 unless all of the conditions of Rule 144 are met.  The undersigned also 

            understands that, except as otherwise provided herein, the Company is under no obligation

            to register the Units, the Common Stock and Warrants comprising the Units, and the 

            Common Stock issuable upon exercise of the Warrants on the undersigned's behalf or to 

            assist the undersigned in complying with any exemption from registration under the Act 

            or applicable state securities laws.  The undersigned further understands that U. S. 

            securities laws, applicable state securities laws, and the provisions of this Agreement 

            further restrict sales or transfers of the Units and the underlying securities.



     5.8  Representations.  No representations or warranties have been made to the undersigned 

            by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, 

            other than the representations of the Company contained herein and in the Investment 

            Materials, and in subscribing for Units the undersigned is not relying upon any
repre-

            sentations other than those expressly contained herein or in the Investment Materials.



     5.9  Financial Information.  Any information which the undersigned has heretofore furnished 

            to the Company with respect to his financial position and business experience is correct 

            and complete as of the date of this Agreement and if there should be any material 

            change in such information the undersigned shall immediately furnish such revised or 

            corrected information to the Company.





    5.10  Restrictive Legends.  The undersigned understands and agrees that the certificates for the 

             Common Stock and Warrants comprising the Units will bear, substantially, the following 

             legend until (a) such securities will have been registered under the Act and effectively been 

             disposed of in accordance with an effective registration statement; or (b) in the opinion of 




 


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             counsel for the Company such securities may be sold without registration under the Act, 

             as well as any applicable "Blue Sky" or state securities laws:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 

 BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 

 AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS ON

TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE.  THE 

 SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, 

 PLEDGED, HYPOTHECATED, ASSIGNED, TRANSFERRED OR OTHER-

WISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE 

 REGISTRATION STATEMENT UNDER THE ACT WHICH IS CURRENT 

 WITH RESPECT TO THESE SECURITIES OR PURSUANT TO A SPECIFIC

EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY 

 UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN 

 OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL 

 FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED DISPOSI-

TION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER 

 THE ACT."




     5.11  Speculative Investment.  The undersigned understands that an investment in the Units is a speculative

               investment that involves a high degree of risk and the potential loss of the entire
investment.



     5.12  Overall Commitments.  The undersigned's overall commitment to investments that are not readily

              marketable is not disproportionate to the undersigned's net worth, and an investment in the Units

              will not cause such overall commitment to become excessive.



     5.13  Survival.  The representations, warranties and agreements of the Undersigned set forth in this

              Agreement will survive the Closing.



6.  Indemnity.  The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and each other person, if any, who controls any thereof, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this
transaction.



7.  Modification.  Neither this Agreement nor any provisions hereof will be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.




8.  Notices.  Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder will be sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.



9.  Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts (and by facsimile signature), and each of such counterparts will, for all purposes, constitute one agreement
binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.



10.  Binding Effect.  Except as otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.  If the
undersigned is more than one person, the obligation of the undersigned will be joint and several and the

 

A9

 

agreements, representations, warranties and acknowledgments herein contained will be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.



11.  Entire Agreement.  This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.




12.  Assignability.  This Agreement is not transferable or assignable by the undersigned.



13.  Applicable Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.



14.  Pronouns.  The use herein of the masculine pronouns "he", "him" or "his" or similar terms will be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun will be deemed to include the
plural as well.



15.  Blue Sky Legends.




FOR NEW YORK RESIDENTS:



THIS MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE.  THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

FOR NEW JERSEY RESIDENTS:



THESE SECURITIES HAVE NOT BEN APPROVED OR DISAPPROVED BY THE BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY NOR HAS THE BUREAU PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.



FOR FLORIDA RESIDENTS:



THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE STATE OF FLORIDA BUT WILL BE ISSUED IN RELIANCE ON AN EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 517.07(1) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

 

 

 

A10

 


ALL SUBSCRIBERS MUST COMPLETE THIS PAGE



IN WITNESS WHEREOF, the undersigned has executed this Agreement on the _____ day of ________, 2001.



	

________________________

Units Subscribed For
	
X	
$ ______________

                Per Unit

  	
=   	
 $___________________

            Purchase Price   

  




__________________________________________

Manner in which Title is to be held (Please Check One):


	
1.	
 ̈

	
Individual
	
7.
	
 ̈

	
Trust/Estate/Pension or Profit Sharing Plan

Date Opened: 

  
	
2.	
 ̈

	
Joint Tenants with Right of Survivorship
	
8.
	
 ̈

	
As a Custodian for

Under the Uniform Gift to Minors Act of the State of



	
3.
	
 ̈

	
Community Property
	
9.
	
 ̈

	
Married with Separate Property

	
4.
	
 ̈

	
Tenants in Common
	
10.
	
 ̈

	
Keogh

	
5.
	
 ̈

	
Corporation/Partnership/

Limited Liability Company
	
11.
	
 ̈

	
Tenants by the Entirety

	
6.
	
 ̈

	
IRA
	
	
	





 


INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 12.



SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 13.

 

 

 

A11

 

EXECUTION BY INDIVIDUAL SUBSCRIBERS



Exact Name in Which Title is to be Held:

 


	
Name:





                                                     ____________________________________

(Please Print)	
Name of Additional Purchaser:



____________________________________

(Please Print)


  
	

Residence:



____________________________________|

Number and Street 


  	

Address of Additional Purchaser:



____________________________________

Number and Street


  
	



____________________________________

City, State and Zip Code
	




_____________________________________

City, State and Zip Code

	



_____________________________________

Social Security Number
	



_____________________________________

Social Security Number

	




___________________________________

(Signature)
	






_____________________________________

(Signature)






      ACCEPTED this ______ day of ________________, 2001 on behalf of the Company.


 
PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation







By:______________________________

     Dr. Louis F. Centofanti, President and

     Chief Executive Officer


 














 

 

A12

 


EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY




(Corporation, Partnership, Limited Liability Company, Trust, Etc.)


 

Name of Entity (Please Print): ____________________________________________________________



State of Incorporation or Organization:_____________________________________________________



State of Principal Offices:________________________________________________________________



Federal Taxpayer Identification Number:____________________________________________________



                                          
                  By__________________________________________________



                                          
                       Print Name:________________________________________



                                          
                       Title:_____________________________________________



[seal]



Attest:



      (If Entity is a Corporation)





                                         
                  Address:_____________________________________________



                                          
                               _____________________________________________



                                         
                                _____________________________________________



                                         
                 Taxpayer Identification Number:____________________________


 











     ACCEPTED this ______ day of ________________, 2001 on behalf of the Company.




PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation







By:_______________________________

     Dr. Louis F. Centofanti, President and

     Chief Executive Officer














 


 


 


A13