Exhibit 10.15 - Strategic Warrant Certificate (4-1-1999)



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT
UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS
WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii)
PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS
NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER.



PERMA-FIX ENVIRONMENTAL SERVICES, INC.



Common Stock Purchase Warrant Certificate


No. 04-01-99A


    Dated: April 1, 1999


Two Hundred and Forty Thousand (240,000) Warrants


to Purchase Two Hundred and Forty Thousand (240,000)


Shares of Perma-Fix Environmental Services, Inc.


Common Stock, $.001 Par Value Per Share


VOID AFTER 5:00 P.M., UNITED STATES EASTERN STANDARD TIME


on


April 1, 2003 




          FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC., a
Delaware corporation (the "Company"), hereby certifies that Strategic Growth International, Inc.,
or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any
time in whole, or from time to time in part, during the period commencing from the date of this
Warrant and ending at 5:00 p.m. Eastern Standard Time on April 1, 2003 (the "Exercise Period"),
up to two hundred and forty thousand (240,000) fully paid and non-assessable shares of the
Company's common stock, par value $.001 per share ("Common Stock"), at a purchase price of
$1.20 per share; provided, however, that the number of shares of Common Stock to be issued and
delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for
each share shall be subject to adjustments from time to time as hereinafter provided in this Warrant.


1.      Exercise of Warrant and Shareholder Approval.
  This Warrant may be exercised, as a
whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the
surrender of this


 


 


 Warrant (with the subscription form at the end hereof duly executed by the Holder)
at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth,
of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.  Payment for Warrant Shares shall
be made by a cashier's or certified check or money order, payable in New York Clearing House
funds, to the order of the Company.  If this Warrant is exercised in part, such exercise shall be for
a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant
covering the number of Warrant Shares in respect of which this Warrant has not been exercised.
Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the
Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant
Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any
fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal
to the fair value of such fractional share (determined in such reasonable manner as the Board of
Directors of the Company shall determine), and (b) will deliver to the Holder such other securities
and properties which the Holder may be entitled to receive upon such exercise, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant.


	2.     Reservation of Warrant Shares.  


	        2.1     The Company covenants and agrees that all Warrant Shares which may be acquired
by 

                  the Holder under this Warrant will, when issued and upon delivery, be duly and
validly

                  authorized and issued, fully paid and non-assessable, and free from all
restrictions on the 

                  sale or transfer thereof, except such restrictions as may be imposed
under applicable 

                  federal and state securities laws and applicable exchange on which
the Common Stock 

                  may be listed, and free and clear of all preemptive rights.


        2.2     The Company covenants and agrees that it will, at all times, reserve and keep 		available 

                  an authorized number of shares of its Common Stock and other applicable 		securities 

                  sufficient to permit the exercise in full of this Warrant; and, if at the time 		the number of 

                  authorized but unissued shares of Common Stock shall not be 		sufficient to effect the 

                  exercise of this Warrant, the Company will take such 		corporate action at its next annual 

                  meeting of stockholders as may be necessary to 		increase its authorized but unissued 

                  shares of Common Stock to such number of 		shares as shall be sufficient for such 

                  purpose, including, without limitation, 		engaging in reasonable efforts to obtain the 

                  requisite stockholder approval of any 		necessary amendment to its Certificate of 

                  Incorporation.


3.     Protection Against Dilution. 


        3.1     If the Company at any time, or from time to time, while this Warrant Certificate is 

                  outstanding shall declare or pay, without consideration, any dividend on the Common 

                  Stock payable in Common Stock, or shall effect a subdivision of the outstanding 

                  shares of Common Stock into a greater number of shares of Common Stock (by stock 

                  split, reclassification or otherwise than by payment of a dividend in Common Stock
or in 

                  any right to acquire Common Stock), or if the outstanding shares of Common
Stock shall 


 


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                  be combined or consolidated, by reclassification or otherwise, into a
lesser number of 

                  shares of Common Stock, then the number of shares of Common
Stock issuable upon 

                  the exercise of this Warrant Certificate or the Exercise Price
shall be appropriately 

                  adjusted such that immediately after the happening of any such
event, the proportionate 

                  number of shares of Common Stock issuable immediately
prior to the happening of such 

                  event shall be the number of shares of Common Stock
issuable subsequent to the 

                  happening of such event.


        3.2     In case of any consolidation or merger of the Company in which the Company is not
the

                  surviving entity, or in case of any sale or conveyance by the Company to another
entity of 

                  all or substantially all of the property of the Company as an entirety or
substantially as an 

                  entirety, the Holder shall have the right thereafter, upon exercise
of this Warrant, to 

                  receive the kind and amount of securities, cash or other property
which the Holder 

                  would have owned or been entitled to receive immediately after
such consolidation, 

                  merger, sale or
conveyance had this Warrant been exercised in
full immediately prior 

                  to the effective date of such consolidation, merger, sale or
conveyance, and in any 

                  such case, if necessary,
appropriate adjustment shall be made
in the application 

                  thereafter of the provisions of this
Section 3.2 with respect to the
rights and interests 

                  of the Holder to the end that the provisions of this Section 3.2
thereafter shall be 

                  correspondingly applicable, as nearly as may be, to such securities
and other 

                  property.


		4.     Fully Paid Stock; Taxes.  The Company agrees that the shares of the Common Stock 

        represented by each and every certificate for Warrant Shares delivered upon the exercise 

        of
this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully 

        paid
and non-assessable, and not subject to preemptive rights, and the Company will take 

        all such
actions as may be necessary to assure that the par value or stated value, if any, per 

        share of
the Common Stock is at all times equal to or less than the Warrant Price.  The 

        Company
further covenants and agrees that it will pay, when due and payable, any and 

        all federal and
state stamp, original issue or similar taxes which may be payable in respect 

        of the issuance
of any Warrant Share or certificate therefor.


5.     Investment Representation and Transferability.  


       5.1     By acceptance hereof, the Holder represents and warrants that this Warrant is being 

                 acquired,
and all Warrant Shares to be purchased upon the exercise of this Warrant 

                 will be acquired, by
the Holder solely for the account of such Holder, and not with
a 

                 view to the fractionalization and distribution thereof, and will not be sold or 

                 transferred except in accordance with the
applicable provisions of the Securities 

                 Act
of 1933, as amended (the "Act") and the rules and regulations of the Commission

               
 promulgated thereunder.  The Holder covenants and agrees that this Warrant and 

                 the
Warrant Shares will not be sold or transferred except under cover of a 

                 Registration
Statement under the Act which the Commission has declared effective 

                 and the
applicable state securities laws and which is current with respect to such Warrant 

                 and
the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to
the


 


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                 Company that registration under the Act and the applicable state securities laws
is not 

                 required in connection with such sale or transfer.  Any Warrant Shares issued
upon 

                 exercise of this Warrant shall bear the following legend:


                           The securities represented by this certificate have not been registered 

                           under the Securities Act of 1933, as amended, and are restricted
securities 

                           within the meaning thereof.  Such securities may not be
sold or transferred 

                           except pursuant to a Registration Statement under
such Act and applicable 

                           state securities laws which is effective and
current with respect to such 

                           securities or pursuant to an opinion of
counsel reasonably satisfactory to the 

                           issuer of such securities that
such sale or transfer is exempt from the registration

                           requirements of
such Act.


	       5.2     The Holder agrees that the Company may refuse to permit the sale, transfer or
disposition 

                 of this Warrant or any of the Warrant Shares unless there is in effect a
Registration 

                 Statement under the Act and any applicable state securities law covering
such transfer 

                 or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for 

                 the Company, to the effect that such registration is not required.


       5.3     The Holder understands that under the Act, this Warrant and the Warrant Shares must
be 

                 held indefinitely unless they are subsequently registered under the Act or unless
an 

                 exemption
from such registration is available with respect to any proposed transfer
or 

                 disposition of the
Warrant or the Warrant Shares.


		6.     Loss, etc. of Warrant.  Upon receipt of evidence satisfactory to the Company of the loss,
theft,

        destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to
the 

        Company, if lost, stolen or destroyed, and upon surrender and cancellation of this
Warrant, 

        if mutilated, and upon reimbursement of the Company's reasonable incidental
expenses, the 

        Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and 

        denomination.


		7.     Warrant Holder Not Shareholder.  This Warrant shall not be deemed to confer upon the 

        Holder any right to vote or to consent to or receive notice as a shareholder of the Company, 

        as such, in respect of any matters whatsoever, or any other rights or liabilities as a 

        shareholder, prior to the exercise hereof.


8.     Piggyback Registration Rights. Subject to the terms of this section 8, if, at any time during
the

        Exercise Period, the Company proposes to register any of its equity securities under the
Act 

        (other than a registration statement (i) on Form S-8 or any successor form or in
connection with 

        any employee or director welfare, benefit or compensation plan, (ii) on Form
S-4 or any 

        successor form to such form or in connection with any merger, consolidation,
acquisition or 

        exchange offer, (iii) in connection with a rights offering exclusively to existing
holders of 
 

 

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        Common
Stock,
(iv) in connection
with an offering solely to employees of the
Company 

        or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Act),
it will

        give written notice by registered mail, at least thirty (30) days prior to the filing of
each

        such registration statement, to the Holder of its intention to do so. If Holder notifies the

        Company within twenty (20) days after receipt of any such notice of its desire to include

        any Warrant shares held by such Holder or Warrant shares
underlying Warrants held by

        such Holder in such proposed registration statement, the Company shall afford any 

        such Holder of the opportunity to have any such Warrant shares held by such Holder 

        or Warrant shares
underlying Warrants held by such Holder, registered under such 

        registration statement
(sometimes referred to herein as the "Piggyback Registration").


        Notwithstanding the provisions of this Section 8, the Company shall have the right at any
time 

        after it shall have given written notice pursuant to this Section 8 (irrespective of whether
a 

        written request for inclusion of any such securities shall have been made) to elect not to file
any 

        such proposed registration statement, or to withdraw the same after the filing but prior
to the 

        effective date thereof.


        If a Piggyback Registration is an underwritten primary registration on behalf of the
Company, 

        and the managing underwriters advise the Company in writing that in their
reasonable opinion 

        based upon market conditions the number of securities requested to be
included in such 

        registration exceeds the number that can be sold in such offering of would
impair the pricing of 

        such offering, the Company will include in such registration (i) first,
the securities the Company

        proposes to sell, (ii) second, up to the full number of applicable
Common Stock requested to 

        be included in such registration by holders of Common Stock
with prior or superior piggyback

         registration rights, (iii) third, the number of applicable total
Warrant shares requested to be 

        included in such registration, pro rata among the Holders of
the Warrant Agreements on the 

        basis of the number of shares requested by such Holders of
the Warrant Agreements to be 

        included and which, in the opinion of the managing
underwriter, can be sold without adversely 

        affecting the price range or probability of success
of such offering, and (iv) fourth, other 

        securities to be included in such registration. 


		9.     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 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 (a) on the business
day actually 

        received if given by hand or by fax, (b) on the business day immediately
subsequent to mailing, 

        if sent by U.S. Express Mail service or private overnight mail service,
or (c) 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 9) to:


 


 


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                     If to the Company:            Perma-Fix Environmental Services, Inc.

                                                               1940 Northwest 67th Place

                                                               Gainesville, Florida  32606-1649

                                                               Attention:  Dr. Louis F. Centofanti

                                                                                 Chief Executive Officer

                                                              Fax No.: (352) 373-0040


     

                     If to the Holder:                Strategic Growth International, Inc.

                                                              111 Great Neck Road, Suite 606

                                                              Great Neck, NY 11021-5402

                                                              Attention: Stan Altschuler

                                                              Fax No.: (516) 829-8319


		10.     Headings.  The headings of this Warrant have been inserted as a matter of convenience and 

          shall not affect the construction hereof.


		11.     Applicable Law.  This Warrant shall be governed by, and construed in accordance with, the 

          laws of the State of Delaware, without giving effect to the principles of conflicts of law
thereof.


	          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or by facsimile, by one of its officers thereunto duly authorized.


Dated as of April 1, 1999


						                                                                           PERMA-FIX ENVIRONMENTAL

                                                                           SERVICES, INC.







                                                                            By____________________________________

                                                                                 Dr. Louis F. Centofanti

                                                                                 Chief Executive Officer



                                                                           (the "Company")

						                                                                           STRATEGIC GROWTH INTERNATIONAL, INC.





                                                                           By____________________________________

                                                                                Stan Altschuler

						                                                                           (the "Holder")


 


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			SUBSCRIPTION

	          The undersigned, ________________________, pursuant to the provisions of the attached
Warrant, hereby irrevocably elects to subscribe for and purchase ____________________ shares of
the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said
Warrant, and hereby tenders payment by delivery of $________________in cash or by certified or
official bank check for the exercise price per share required under the Warrant which accompanies
this notice.


Dated:______________________________________

Signature:___________________________________

Address:____________________________________

Tax Identification or

Social Security Number________________________






ASSIGNMENT	


	          FOR VALUE RECEIVED, _________________________________ hereby sells, assigns
and transfers unto _________________________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.


Dated:______________________________________

Signature:___________________________________

Address:____________________________________

Tax Identification or

Social Security Number________________________






PARTIAL ASSIGNMENT	


          FOR VALUE RECEIVED, _________________________________ hereby sells, assigns
and transfers unto _________________________________ the right to purchase _________ shares
of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC. by the foregoing
Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint
_________________________, attorney, to transfer that part of said Warrant on the books of
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Dated:______________________________________

Signature:___________________________________

Address:____________________________________

Tax Identification or

Social Security Number________________________