Exhibit 10.18 - Ryan Beck Warrant Agreement (January 31, 2001)



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A
REGISTRATION STATEMENT UNDER SUCH 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 PERMA-FIX
ENVIRONMENTAL SERVICES, INC. TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS
NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER.



 


PERMA-FIX ENVIRONMENTAL SERVICES, INC.


RYAN, BECK & CO., LLC

WARRANT AGREEMENT

Dated as of January 31, 2001


 

          WARRANT AGREEMENT,
dated as of January 31, 2001 (the "Agreement"), by and between PERMA-FIX
ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company")
and RYAN, BECK & CO., LLC ("Ryan Beck" or "Holder").

W I T N E S S E T H:
          WHEREAS, the
Company proposes to issue to the Holder, or subject to the terms hereof, those
permitted designees, warrants ("Warrants") to purchase up to an
aggregate 34,028 shares of common stock of the Company, par value $.001 per
share ("Common Stock");

          WHEREAS, this
Agreement is one of nine warrant agreements (collectively, the "Warrant
Agreements") issued by the Company to Ryan Beck, Larkspur Capital
Corporation ("Larkspur") and certain of their officers and/or
directors, with all such Warrant Agreements dated as of January 31, 2001,
allowing the holders (collectively, the "Holders of the Warrant
Agreements") under all of the Warrant Agreements to purchase up to an
aggregate of 170,139 shares of Common Stock (the "Total Warrant
Shares"), pursuant to the terms of a letter agreement, dated January 25,
2000 (the "Letter Agreement"), among the Company, Ryan Beck and
Larkspur, whereby Ryan Beck and Larkspur have agreed to provide certain
financial services to the Company;

          WHEREAS, the
Company proposes to issue the Warrants to the Holder and enter into all of the
Warrant Agreements, as a part of the retainer for the services to be provided
under the Letter Agreement;

 

 

          WHEREAS, the
Holder 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 "Act");

          WHEREAS, if the
Holder designates any other party as a designee for the purpose of receiving any
portion of the Warrants pursuant to the terms hereof, then, prior to receiving
any of the Warrants as designee of the Holder, such designee must execute and
deliver to the Company a written certification ("Certification"), the
form and content of which must be satisfactory to the Company, in which such
designee represents to the Company that such designee is an "accredited
investor" under Rule 501 of Regulation D promulgated under the Act and how
such designee is an accredited investor, and that such designee is acquiring
such designated Warrants for the designees' own account, for investment purposes
only and not with a view toward distribution or resale and agrees to be subject
to and bound by all of the other conditions and provisions of this Agreement
(including, but not limited to, the representations, warranties and covenants
contained in Sections 3 and 7 hereof) and shall execute and deliver to the
Company an agreement in form and substance substantially the same as this
Agreement except for the name and number of Warrants to be issued to the
designee;

          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; and

          WHEREAS, in
reliance upon the representations made by the Holder in this Agreement and the
Holders of the Warrant Agreements in all of the other Warrant Agreements, the
transactions contemplated by this Agreement and all of the Warrant Agreements,
are such that the offer and purchase of securities hereunder will be exempt from
registration under applicable federal securities laws because this is a private
placement and intended to be a nonpublic offering pursuant to Sections 4(2)
and/or 3(b) of the Securities Act and/or Regulation D promulgated under the Act.

           NOW,
THEREFORE, in consideration of the premises, the payment by Ryan Beck and
Larkspur to the Company of an aggregate of one dollar and seventy cents ($1.70), the agreements herein set forth and other good and valuable
consideration, hereby acknowledged, the parties hereto agree as follows:

          1.     Grant.  The
Holder is hereby granted Warrants providing the right to purchase, at any time
and from the date hereof until 5:30 p.m., New York time, on January 31, 2006, up
to an aggregate of 34,028 shares of Common Stock (the "Warrant Shares")
at an initial exercise price (subject to adjustment as provided in Section
11 hereof) of $1.44 per share of Common Stock subject to the terms and
conditions of this Agreement. Except as set forth herein, the Warrant Shares issuable upon
exercise of the Warrants are in all respects identical to the shares of Common
Stock that have been issued to the public. .
 

2

 

          2.     Warrant
Certificate.  The warrant certificates (the "Warrant
Certificate") delivered and to be delivered pursuant to this Agreement
shall be in the form set forth in Exhibit A, attached hereto and made a part
hereof, with such appropriate insertions, omissions, substitutions, and other
variations as required or permitted by this Agreement. There shall be one
Warrant Certificate issued to the Holder hereunder in the amount of 34,028 Warrants.
          3.     Representations,
Warranties and Covenants of Holder. The Holder of Warrants and/or Warrant
Shares hereby represents, warrants and covenants to the Company as follows:

                  3.1     Investment
Intent. The Holder represents and warrants that the Warrants are being, 

                            and
any underlying Warrant Shares will be, purchased or acquired solely for such

                            Holder's
own account, for investment purposes only and not with a view toward the

                            distribution
or resale to others. The Holder acknowledges and understands that 

                            neither
the Warrants nor Warrant Shares have been registered under the Act by 

                            reason
of a claimed exemption under the provisions of the Act which depends, in 

                            large
part, upon the Holder's representations as to investment intention, investor 

                            status,
and related and other matters set forth herein. The Holder understands that, 

                            in
the view of the Securities and Exchange Commission (the "Commission"), 

                            among other
things, a purchase 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 Commission might regard such a 

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

                3.2       Certain
Risk. The Holder recognizes that the purchase of the Warrants or Warrant 

                            Shares
involves a high degree of risk in that (a) although the Company has had an

                            unaudited
net income for the nine month period ended September 30, 2000, and 

                            audited
net income for the year ended December 31, 1999, the Company
did 

                            sustain losses through December 31, 1998, from its operations, and may 

                            require substantial funds for its operations; (b) that the Company has a substantial

                            accumulated deficit; (c) 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 Warrants or Warrant Shares; (d) an 

                            investor may not
be able to liquidate his investment; (e) transferability of the 

                            Warrants or
Warrant Shares
is extremely limited; (f) in the event of a 

                            disposition an investor could
sustain the
loss of his entire investment; (g) the 

                            Warrants represent non-voting equity securities,
and the right to exercise 

                            such Warrants and purchase shares of voting equity
securities in a corporate 

                            entity that has an accumulated deficit; (h) 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, (i) while the Common  

 

3

 


                            Stock
is presently
quoted and traded on the Boston Stock Exchange and 

                            the NASDAQ and while
the Holder is a beneficiary of certain registration 

                            rights provided herein, the
Warrants
subscribed for and that are purchased 

                            under this Agreement and the Warrant
Shares
(a) are not registered under 

                            applicable federal 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 (b) the Warrants subscribed for and that are to be 

                            purchased
under this Agreement are 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 

                            Warrants, nor can there
be any assurance that the Common Stock will 

                            continue to be quoted, traded or
listed for trading or quotation on the 

                            Boston Stock Exchange or the NASDAQ or
on any other organized market 

                            or quotation system.

               3.3        Prior
Investment Experience. The Holder acknowledges that Holder has prior 

                            investment
experience, including investment in non-listed and non-registered 

                            securities, or
Holder has employed the services of an investment advisor, 

                            attorney or
accountant to
read all of the documents furnished or made 

                            available by the Company to them and to
evaluate the merits and risks of such 

                            an investment on Holder's behalf, and that Holder
recognizes the highly 

                            speculative nature of this investment.

               3.4        No
Review by the Commission. The Holder hereby acknowledges that this offering 

                            of
the Warrants has not been reviewed by the Commission because this private 

                            placement
is intended to be a nonpublic offering pursuant to Sections 4(2) and/or 

                            3(b)
of the Act and/or Regulation D promulgated under the Act.

               3.5        Not
Registered. The Holder understands that the Warrants and the Warrant Shares 

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

                            provisions
of the Act which depends, in part, upon the Holder's investment 

                            intention. In
this connection, the Holder understands that it is the position of the

                            Commission that
the statutory basis for such exemption would not be present 

                            if Holder's
representations
merely meant that Holder's 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 Holder understands that there is no public market for the

                            Warrants.
The Holder understands that although there is presently a public market 

                             for the
Common Stock, including the Warrant Shares, Rule 144 (the "Rule") 

 

4

 


                            promulgated
under
the 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 Act. The Holder 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. The Holder understands and hereby acknowledges
that 

                            the Company is under no obligation to register the Warrants or the

                            Warrant Shares under the Act, except as set forth in Section 10 hereof.

               3.7        
Sophisticated Investor. The Holder (a) has adequate means of providing
for the 

                             Holder's
current financial needs and possible contingencies and has no need for 

                             liquidity
of the Holder's investment in the Warrants; (b) is able to bear the economic 

                             risks
inherent in an investment in the Warrants and understands that an important

                             consideration
bearing on Holder's ability to bear the economic risk of the purchase 

                             of
Warrants is whether the Holder can afford a complete loss of the Holder's 

                             investment
in the Warrants and the Holder represents and warrants that the Holder 

                             can
afford such a complete loss; and (c) has 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 Holder 

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

                             Warrants.

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

                             representation
regarding the potential or actual tax consequences for the Holder 

                             which
will result from entering into the Agreement. The Holder acknowledges that 

                             the
Holder bears complete responsibility for obtaining adequate tax advice

                             regarding
the
Agreement.

                3.9        Commission
Filing. The Holder acknowledges that Holder has been previously 

                             furnished
with true and complete copies of the following documents which have 

                             been filed
with the Commission pursuant to Sections 13(a), 14(a), 14(c) or 

                             15(d) of the
Exchange
Act, and that such have been furnished to the Holder a 

                             reasonable time prior
to the date hereof: (i) Annual Report on Form 10-K for 

                             the year ended December
31, 1999 (the "Form 10-K"), as may be amended; 

                             (ii) the Company's Proxy
Statement delivered to shareholders on or about 

                             November
13, 2000; and (iii)
the information contained in any reports 

 

5

 


                             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 Holder's decision to purchase the 

                             Warrants
are not based on any promotional, marketing or sales materials, and the 

                             Holder
and the Holder's 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
Holder deems material to an investment decision with respect 

                             to the purchase of
Warrants hereunder.

               3.11       No
Commission. The Holder agrees and acknowledges that no commission or 

                             other
remuneration
is being paid or given directly or indirectly for soliciting the

                             subscription
described
hereunder.

               3.12       Accredited
Investor. The Holder is an "accredited investor" under Rule 501 of 

                             Regulation
D promulgated under the Act as follows:
                             3.12.1  Natural
Person. If the Holder is a natural person, such person (i) has an 

                                         individual
net worth, or joint net worth wi3h such person's spouse at the 

                                         time of
the purchase described hereunder, in excess of $1,000,000 or 

                                         (ii) had
individual
income in excess of $200,000 in each of the two 

                                         most recent years or
joint income with such person's spouse in excess 

                                         of $300,000 in each of those
years and has a reasonable expectation 

                                         of reaching the same income level
in the current year.

                             3.12.2  Corporation.
If the Holder is a corporation, such corporation has total 

                                         assets in
excess of $5,000,000 and was not formed for the specific 

                                         purpose of acquiring
the Warrants or the Warrant Shares.

                            3.12.3  Trust.
If the Holder is a trust, such must be (i) a revocable or grantor trust 

                                        and
each person with the power to revoke the trust must qualify as an 

                                        accredited
investor
under Section 3.12.1 or 3.12.2 above and/or (ii) a 

                                        trust with total assets
in excess of $5,000,000, not formed for the specific

                                       
purpose of acquiring
the securities offered and whose purchase is directed 

                                        by a sophisticated
person as described in Section Section 3.7 hereof.

               3.13       Reliance.
The Holder 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 

 

6

 


                             whether
to accept this subscription and to sell and issue the Warrants to the 

                             Holder.

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

                            understandings
and acknowledgments that Holder has made herein are true and 

                            correct
in all material respects as of the date of execution hereof. The Holder will 

                            perform
and comply fully in all material respects with all covenants and 

                            agreements set
forth herein, and the Holder covenants and agrees that until the 

                            acceptance of this
Agreement by the Company, the Holder shall inform the 

                            Company immediately
in writing of any changes in any of the representations 

                            or warranties provided
or contained herein.

     4.     Representations,
Warranties and Covenants of the Company. In order to induce Holder to enter
into this Agreement, the Company hereby represents, warrants and covenants to
Holder 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 Warrants, 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         No
Commission. The Company agrees and acknowledges that no commission or 

                         other
remuneration is being paid or given directly or indirectly for soliciting the 

                         issuance of
the Warrants.

           4.4         Ownership
of, and Title to, Securities. The Warrant Shares, if 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 issuance of the 

                         Warrants
(and upon the exercise of the Warrants, in whole or in part) pursuant to 

                         this
Agreement, the Holder will own and acquire title to the Warrants (and the 

                         Warrant
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 

 

7

 


                         nature
whatsoever (other than the restrictions on transfer due to federal and state 

                         securities
laws or as otherwise provided for in this Agreement or in the Warrants).

      5.     Exercise
of Warrant.



             5.1       Method
of Exercise. Subject to the terms hereof, the Warrants initially are
exercisable at an aggregate initial exercise price per share of Common Stock set
forth in Section 9.1 hereof payable by certified or cashier's check in
New York Clearing House funds, subject to adjustment as provided in Section
11 hereof. Upon surrender of a Warrant Certificate with the annexed Form of
Election to Purchase duly executed, together with payment of the Exercise Price
(as hereinafter defined) for the shares of Common Stock purchased pursuant to
the terms hereof, at the Company's principal offices (presently located at 1940
NW 67th Place, Gainesville, FL 32653) the Holder shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased. The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in part (but not as
to fractional shares of the Common Stock underlying the Warrants). Warrants may
be exercised to purchase all or part of the shares of Common Stock represented
thereby. In the case of the purchase of less than all the shares of Common Stock
purchasable under any Warrant Certificate, the Company shall cancel said Warrant
Certificate upon the surrender thereof and shall execute and deliver a new
Warrant Certificate of like tenor for the balance of the shares of Common Stock
purchasable thereunder.
             5.2        Exercise
by Surrender of Warrants. In addition to the method of payment set forth in Section
5.1 and in lieu of any cash payment required thereunder, subject to the terms
hereof, the Holder of the Warrants shall have the right at any time and from
time to time to exercise the Warrants held by such Holder in full or in part by
surrendering a Warrant Certificate in the manner specified in Section 5.1
in exchange for the number of Warrant Shares equal to the product of (x) the
number of Warrant Shares as to which the Warrants are being exercised multiplied
by (y) a fraction, the numerator of which is the Market Price (as defined in Section
5.3 below) of the Warrant Shares less the Exercise Price and the denominator of
which is such Market Price. Solely for the purposes of this paragraph, Market
Price shall be calculated as the average of the Market Prices for each of the
five trading days preceding the Notice Date.

            5.3         Definition
of Market Price. As used herein, the phrase "Market Price" at any
date shall be deemed to be the average closing bid quotation of the Company's
Common Stock (i) as reported on the NASDAQ for the last five (5) trading days,
or (ii) if the Common Stock is not traded on
NASDAQ, the average closing price as listed on a national
securities exchange for the last five (5) trading days, or (iii) if no longer
traded on NASDAQ or listed on a national securities exchange, as determined in
good faith by resolution of the Board of Directors of the Company, based on the
best information available to it.

     6.     Issuance
of Certificates. Upon the exercise of the Warrants or any portion thereof,
the issuance of certificates for the Warrant Shares underlying such Warrants so
exercised, shall be made forthwith (and in any event within five (5) business
days thereafter) without charge to the Holder exercising such Warrants,
 

8

 


including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall be issued in the name of the
Holder thereof.


     The Warrants and
the certificates representing the Warrant Shares shall be executed on behalf of
the Company by the manual or facsimile signature of the then Chairman or Vice
Chairman of the Board of Directors or President or Vice President of the
Company.

     7.     Restriction
on Transfer of Warrants or Warrant Shares. The Holder, by such Holder's
acceptance hereof, covenants and agrees that the Warrants are being acquired as
an investment and not with a view to the distribution thereof. The Holder, by
such Holder's acceptance thereof, agrees that (i) no public distribution of
Warrants or Warrant Shares will be made in violation of the provisions of the
Act and the Rules and Regulations promulgated thereunder and (ii) during such
period as delivery of a prospectus with respect to Warrants or Warrant Shares
may be required by the Act, no public distribution of Warrants or Warrant Shares
will be made in a manner or on terms different from those set forth in, or
without delivery of, a prospectus then meeting the requirements of Section 10 of
the Act and in compliance with all applicable state securities laws. The Holder
and each permitted transferee thereof further agrees that if any distribution of
any of the Warrants or Warrant Shares is proposed to be made by them otherwise
than by delivery of a prospectus meeting the requirements of Section 10 of the
Act, such action shall be taken only after receipt by the Company of an opinion
of its counsel, or an opinion of counsel reasonably satisfactory to the Company,
to the effect that the proposed distribution will not be in violation of the Act
or of applicable state law. Furthermore, it shall be a condition to the transfer
of the Warrants that any transferee thereof deliver to the Company his or its
written agreement to accept and be bound by all of the terms and conditions
contained in this Agreement. Any Warrant Shares issued upon exercise of the
Warrants shall bear a legend to the following effect:
                                        The
securities represented by this certificate have not been registered 

                                        under
the Securities Act of 1933, as amended (the "Act"), or qualified 

                                        under
applicable state securities laws, and are restricted securities 

                                        within
the meaning of the Act. Such securities may not be sold or 

                                        transferred,
except pursuant to a registration statement under such Act 

                                        and
qualification under applicable state securities laws which are 

                                        effective
and current with respect to such securities or pursuant to an 

                                        opinion
of counsel reasonably satisfactory to the issuer of such securities 

                                        that
registration and qualification are not required under applicable 

                                        federal
or state securities laws or an exemption is available therefrom.

                                        These securities are also subject to the
registration rights set forth in 

                                         that certain Warrant Agreement executed by
Perma-Fix Environmental

                                        
Services, Inc. (the "Company") and Ryan, Beck & Co. LLC, dated as 

 

9

 

                                        of January
31, 2001, a copy of which is on file at
the Company's 

                                        Principal Executive Office.

        8.     Warrant
Holder Not Shareholder. Neither this Agreement nor the Warrant Certificate
shall be deemed to confer upon the Holder any right to vote the Warrant Shares
or to consent to or receive notice as a shareholder of the Company as such,
because of this Agreement or the Warrant Certificate, in respect of any matters
whatsoever, or any other rights or liabilities as a shareholder.
         9.     Exercise
Price.

                 9.1     Initial
and Adjusted Exercise Price. Except as otherwise provided in Section
11 hereof, the initial exercise price of each Warrant shall be $1.44 per share
of Common Stock. The adjusted exercise price shall be the price which shall
result from time to time from any and all adjustments of the initial exercise
price in accordance with the provisions of Section 11 hereof.

                 9.2      Exercise
Price. The term "Exercise Price" herein shall mean the initial
exercise price or the adjusted exercise price, depending upon the context.
        10.    Registration
Rights.

                 10.1    Piggyback
Registration. Subject to the terms of this Section 10, if, at any time
commencing after the date hereof and expiring seven (7) years from the effective
date, 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
to such 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 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) business
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 10.1, the Company shall have the right at
any time after it shall have given written notice pursuant to this Section
10.1 (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.

 

10

 

         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 or 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.
                
10.2    Demand Registration.

                                     (a)  Subject
to the terms of this Section 10, at any time after the date hereof and expiring
five (5) years from the effective date, the Holders of the Warrant Agreements
representing a "Majority" (as hereinafter defined) of the Total
Warrant Shares (assuming the exercise of all the warrants issued under all of
the Warrant Agreements) shall have the right (which right is in addition to the
registration rights under Section 10.1 hereof), exercisable by written
notice to the Company, to have the Company prepare and file with the Securities
and Exchange Commission (the "Commission"), on one occasion only, a
registration statement and such other documents, including a prospectus, as may
be necessary in the opinion of both counsel for the Company and counsel for Ryan
Beck, in order to comply with the provisions of the Act, so as to permit a
public offering and the sale of their respective Total Warrant Shares for nine
(9) consecutive months by such Holders of the Warrant Agreements notifying the
Company within ten (10) days after receiving notice from the Company of such
request.

                                   (b)  The
Company covenants and agrees to give written notice of any registration request
under this Section 10.2 by any of the Holders of the Warrant Agreements
to all Holders of the Warrant Agreements within ten (10) days from the date of
the receipt of any such registration request.

 

 

 

 

 

11

 

                                   (c)  Notwithstanding
anything to the contrary contained herein, if the Company is obligated to file a
registration statement covering all or a portion of the Total Warrant Shares
under Section 10.2(a) but shall not have filed a registration statement for that
portion (or all, as the case may be) of the Total Warrant Shares to be covered
by the registration statement within the time period specified in Section
10.3 hereof pursuant to the written notice specified in Section 10.2(a)
of a Majority of the Holders of the Warrant Agreements, which time period shall
be extended pursuant to 10.2(d) below, the Company shall have the option, but
not the obligation, upon the written notice of election of a Majority of the
Holders of the Warrant Agreements to repurchase (i) any and all Warrant Shares
at the higher of the Market Price per share of Common Stock on (y) the date of
the notice sent pursuant to Section 10.2(a) or (z) the expiration of the
period specified in Section 10.3(a) and (ii) any and all Warrants at such
Market Price less the Exercise Price of such Warrants. Such repurchase shall be
in immediately available funds and shall close within two (2) days after the
later of (i) the expiration of the period specified in Section 10.3(a) or
(ii) the delivery of the written notice of election specified in this Section
10.2(d). The Company shall have no obligation to exercise the option that may be
granted pursuant to the terms of this paragraph (c) of Section 10.2
hereof.
                                  (d)  Notwithstanding
anything to the contrary, the Company may delay the filing of a registration
statement under this Section 10.2 and may withhold efforts to cause such
registration statement to become effective if the Company determines in good
faith that such registration might interfere with or affect the negotiation or
completion of any material transaction or other material event that is being
contemplated by the Company (whether or not a final decision has been made to
undertake such material transaction at the time the right to delay is
exercised). The Company may exercise such right to delay the filing or
effectiveness of a registration statement two times and may delay the filing or
effectiveness of such registration statement for not more than 90 days beyond
the relevant period set forth in Section 10.3(a). Upon any delay by the Company
pursuant to this Section 10.2(d) which lasts more than 60 days, the Majority of
the Holders of the Warrant Agreements may rescind the notice given pursuant to
Section 10.2(a), and the Holders of the Warrant Agreements will be deemed not to
have exercised the right to effect the filing of a registration statement under
Section 10.2(a) as a result of such notice.

                                  (e)  Notwithstanding
anything herein to the contrary, the obligations of the Company and rights of
the Holders of the Warrant Agreements under Sections 10.1, 10.2 and 10.3 of this
Agreement and the other Warrant Agreements shall expire and terminate at such
time as Ryan Beck, or its successors, shall have received from counsel to the
Company an unqualified written opinion of such counsel that the Holders of the
Warrant Agreements have the right, pursuant to the provision of Rule 144 under
the Act, to sell within any three month period from the date of the opinion all
of the Total Warrant Shares then held and purchasable upon exercise of the
warrants issued under the Warrant Agreements by such Holders of the Warrant
Agreements.

              
10.3    Covenants of the Company With Respect to
Registration. In connection with any registration under Section 10.1
or 10.2 hereof, the Company covenants and agrees as follows:


                                  (a)  The
Company shall use its reasonable efforts to file a registration statement
demanded under Section 10.2(a) hereof within fifty (50) days of receipt of any
demand therefor, shall use its
 

12

 

reasonable efforts to have any registration
statements declared effective at the earliest possible time, and shall furnish
each of the Holders of the Warrant Agreements desiring to sell all or any
portion of the Total Warrant Shares under such registration statement such
number of prospectuses as shall reasonably be requested.


                                  (b)  The
Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel
and any underwriting or selling commissions which shall be paid by the Holders
of the Warrant Agreements), fees and expenses in connection with all
registration statements filed pursuant to Section 10.1 and 10.2(a) hereof
including, without limitation, the Company's legal and accounting fees, printing
expenses, blue sky fees and expenses.

                                  (c)  The
Company will take all necessary action which may be required in qualifying or
registering the Warrant Shares included in a registration statement for offering
and sale under the securities or blue sky laws of such states as reasonably are
requested by the Holder(s), provided that the Company shall not be obligated to
execute or file any general consent to service of process or to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.

                                 (d)  Nothing
contained in this Agreement shall be construed as requiring the Holders of the
Warrant Agreements to exercise their Warrants prior to the initial filing of any
registration statement or the effectiveness thereof.

                                  (e)  The
Company shall deliver promptly to each of the Holders of the Warrant Agreements
participating in the offering requesting the correspondence and memoranda
described below copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement.

             
10.4    Indemnification.

                                  (a)  Subject
to the terms of this Section 10, the Company will indemnify and hold harmless
the Holders of the Warrant Agreements participating in the offerings covered by
Sections 10.1 or 10.2,, its directors and officers, and each person, if any, who
controls such holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against, and will reimburse such holders and each such
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such holder 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 a Registration Statement filed with the Commission
pursuant to Section 10, 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

 

13

 

based upon, an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by such holders or such controlling person in writing
specifically for use in the preparation thereof.

                                  (b)  Subject
to the terms of this Section 10, each of the Holders of the Warrant Agreements
will severally, and not jointly, 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 filed with the Commission pursuant to Section 10,
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 Holders of the Warrant Agreements
specifically for use in the preparation thereof.

                                  (c)  Promptly
after receipt by an indemnified party pursuant to the provisions of Section
10.4(a) or 10.(b) 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 10.4(a) or 10.4(b) , 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 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, (or, in the event that the indemnified party
and the indemnifying party are both named as parties in the action and it is
reasonably determined, in good faith, by counsel for the indemnified party and
counsel for the indemnifying party that there is such a conflict) 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 10.4(a) or 10.4(b) 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
 

14

 

or (c) the indemnifying
party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying parties.

              10.5    Majority.
For purposes of this Agreement, the term "Majority" in reference to
the Holders of the Warrant Agreements, shall mean in excess of fifty percent
(50%) of the then outstanding warrants issued under the Warrant Agreements or
Total Warrant Shares that (y) are not held by the Company, an affiliate,
officer, creditor, employee or agent thereof or any of their respective
affiliates, members of their family, persons acting as nominees or in
conjunction therewith and (z) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Act.

      11.  Adjustments
to Exercise Price and Number of Securities.
             11.1    Subdivision
and Combination. In case the Company shall at any time subdivide or combine
the outstanding shares of Common Stock, the Exercise Price shall forthwith be
proportionately decreased in the case of subdivision or increased in the case of
combination.

             11.2    Stock
Dividends and Distributions. If the Company at any time, or from time to
time, while the Warrants are outstanding shall declare or pay, without
consideration, any dividend on the Common Stock payable in Common Stock, then
the Exercise Price shall be proportionately decreased.

             11.3    Adjustment
in Number of Securities. Upon each adjustment of the Exercise Price pursuant
to the provisions of this Section 11, the number of Warrant Shares
issuable upon the exercise at the adjusted exercise price of each Warrant shall
be adjusted to the nearest full amount by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.
            11.4   Definition
of Common Stock. For the purpose of this Agreement, the term "Common
Stock" shall mean (i) the Common Stock or (ii) the class of stock
designated as Common Stock in the Articles of Incorporation of the Company as
may be amended as of the date hereof, or (ii) any other class of stock resulting
from successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value.

            11.5   Merger
or Consolidation. In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation
(other than a consolidation or merger in which the Company is the surviving
entity), the corporation formed by such consolidation or merger shall execute
and deliver to the Holder a supplemental warrant agreement providing that the
holder of each Warrant then outstanding or to be outstanding
shall have the right thereafter (until the expiration of such Warrant) to
receive, upon exercise of such Warrant, the kind and amount of shares of stock
and other

 

15

 

securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which
such warrant might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental warrant agreement shall provide for
adjustments which shall be identical to the adjustments provided in Section
11. The above provision of this subsection shall similarly apply to successive
consolidations or mergers.


           11.6    No
Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise
Price shall be made:

                              (a)  Upon
the issuance or sale of the Warrants or the shares of Common Stock issuable upon
the exercise of the Warrants;

                              (b)  If
the amount of said adjustment shall be less than two cents (2 cents) per Warrant
Share, provided, however, that in such case any adjustment that would otherwise
be required then to be made shall be carried forward and shall be made at the
time of and together with the next subsequent adjustment which, together with
any adjustment so carried forward, shall amount to at least two cents (2 cents) per
Warrant Share.

     12.     Exchange
and Replacement of Warrant Certificates. Each Warrant Certificate is
exchangeable without expense, upon the surrender thereof by the registered
Holder at the principal executive office of the Company, for a new Warrant
Certificate of like tenor and date representing in the aggregate the right to
purchase the same number of Warrant Shares in such denominations as shall be
designated by the Holder thereof at the time of such surrender.

     Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant Certificate, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it, and
reimbursement to the Company of all reasonable expense incidental thereto, and
upon surrender and cancellation of the Warrants, if mutilated, the Company will
make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

     13.     Elimination
of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock upon the exercise
of the Warrants, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of shares of Common Stock or other securities, properties or rights.

     14.     Reservation
and Listing of Securities. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon the exercise of the Warrants, such number of shares of Common
Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid,
non-assessable and not subject to the preemptive
 

16

 


rights of any stockholder. As
long as the Warrants shall be outstanding, the Company shall use its reasonable
efforts to cause all shares of Common Stock issuable upon the exercise of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges on which the Common Stock issued to the public in connection herewith
may then be listed and/or quoted.

     15.     Notices
to Warrant Holders. Nothing contained in this Agreement shall be construed
as conferring upon the Holder the right to vote or to consent or to receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration
of the Warrants and their exercise, any of the following events shall occur:
                              (a)  the
Company shall take a record of the holders of its shares of Common Stock for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or

                              (b)  the
Company shall offer to all the holders of its Common Stock any additional shares
of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor; or
                              (c)  a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed;

then, in any one or more of said events, the
Company shall give written notice of such event at least fifteen (15) days prior
to the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to give such notice or any defect therein shall not affect
the validity of any action taken in connection with the declaration or payment
of any such dividend, or the issuance of any convertible or exchangeable
securities, or subscription rights, options or warrants, or any proposed
dissolution, liquidation, winding up or sale.

      16.      Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made and sent when delivered, or
mailed by registered or certified mail, return receipt requested:


                              (a)  If
to a registered holder of the Warrants, to the address of such holder as shown
on the books of the Company; or

                              (b)  If
to the Company, to the address set forth in Section 5 hereof or to such
other address as the Company may designate by notice to the Holder; or

 

17

 

                              (c)  If
to Ryan Beck, to Ryan, Beck & Co., LLC, 200 Park Avenue, New York, NY 10166,
Attention Randy F. Rock.

      17.     Supplements
and Amendments. The Company and Ryan Beck may from time to time supplement
or amend this Agreement without the approval of any holder of the Warrants in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and Ryan Beck may deem necessary or desirable and which the
Company and Ryan Beck deem shall not adversely affect the interests of the
Holders of the Warrant Agreements.

      18.     Successors.
All the covenants and provisions of this Agreement shall be binding upon and
inure to the benefit of the Company, the Holder and their respective successors
and assigns hereunder.

      19.     Termination.
This Agreement shall terminate at the close of business on January 31. 2006.

      20.     Governing
Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be construed in accordance with the
laws of said State without giving effect to the rules of said State governing
the conflicts of laws.

     The Company and
the Holder hereby agree that any action, proceeding or claim against it arising
out of, or relating in any way to, this Agreement shall be brought and enforced
in the federal courts located in Wilmington, Delaware, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Holder hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company and the Holder (at the option of the party bringing such action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth in Section 16 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the party so served in any
action, proceeding or claim. The Company and the Holder agree that the
prevailing party(ies) in any such action or proceeding shall be entitled to
recover from the other party(ies) all of its/their reasonable legal costs and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.

      21.     Entire
Agreement; Modification. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and may not
be modified or amended except by a writing duly signed by the party against whom
enforcement of the modification or amendment is sought.
 

18

 

     22.     Severability.
If any provision of this Agreement shall be held to be invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision of this
Agreement.

     23.      Captions.
The caption headings of the Sections of this Agreement are for convenience of
reference only and are not intended, nor should they be construed as, a part of
this Agreement and shall be given no substantive effect.

      24.      Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to
any person or corporation other than the Company and the Holder any legal or
equitable right, remedy or claim under this Agreement; and this Agreement shall
be for the sole benefit of the Company and the Holder and any other registered
holder.

      25.      Counterparts.
This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.

      26.      Assignment.
This Agreement may not be assigned by the Holder without prior written consent
of all parties hereto. The Warrants granted hereunder may be assigned in part,
or in whole if prior to any such assignment the assignee executes and delivers
to the Company a Certification, the form and content of which must be
satisfactory to the Company, in which such assignee represents to the Company
that such assignee is an "accredited investor" under Rule 501 of
Regulation D promulgated under the Act and how such assignee is an accredited
investor, and that such assignee is acquiring such designated Warrants for the
assignees' own account, for investment purposes only and not with a view toward
distribution or resale and agrees to be subject to and bound by all of the other
conditions and provisions of this Agreement (including, but not limited to, the
representations, warranties and covenants contained in Sections 3 and 7 hereof)
and such assignee shall execute and deliver to the Company an agreement in form
and substance substantially the same as this Agreement except for the name and
number of Warrants to be issued to the assignee.
 

 

 

 

 

19

 

       IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
                                                                   PERMA-FIX
ENVIRONMENTAL SERVICES, INC.







                                                                    By:   /s/
Richard T. Kelecy                                          

                                                                            Richard
T. Kelecy

                                                                            Vice
President and Chief Financial Officer



                                                                     RYAN,
BECK & CO., LLC







                                                                     By:    /s/
Randy Rock                                                 

                                                                     Name:
Randy F. Rock

                                                                     Title:    Managing Director

 

 

 

 

20

 

THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER SUCH 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 PERMA-FIX ENVIRONMENTAL SERVICES, INC. TO THE EFFECT
THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR
TRANSFER.

THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS,
INCLUDING REGARDING PARTIAL CANCELLATION, SET FORTH IN THAT CERTAIN WARRANT
AGREEMENT BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF WHICH IS ON FILE
AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE.


COMMON STOCK PURCHASE WARRANT
CERTIFICATE

Dated: January 31, 2001

Thirty Four Thousand Twenty Eight
(34,028) Warrants

to purchase Thirty Four Thousand Twenty
Eight (34,028)

Shares of Perma-Fix Environmental
Services, Inc.

Common Stock, $.001 Par Value Per Share

VOID AFTER 5:30 P.M., NEW YORK TIME

on

January 31, 2006
PERMA-FIX ENVIRONMENTAL SERVICES, INC.,
a Delaware corporation (the "Company"), hereby certifies that RYAN,
BECK & CO., LLC, and its permissible successors and assigns (the
"Warrant Holder" or "Holder"), for value received, is
entitled to purchase from the Company at any time after the date hereof, until
5:30 p.m., New York Time on January 31, 2006, up to an aggregate of Thirty Four Thousand
Twenty Eight (34,028) shares (the "Shares" or "Warrant Shares")
of the Company's common stock, par value $.001 per share (the "Common
Stock") at an exercise price equal to $1.44 per share (the "Per Share
Exercise Price") subject to adjustment as provided in that certain Warrant
Agreement of even date herewith between the Company and the Holder.

 

 

          1.      Exercise
of Warrant. Upon presentation and surrender of this Common Stock
Purchase Warrant Certificate ("Warrant Certificate" or "this
Certificate"), with the Election to Purchase or Assign form duly executed
and completed, at the principal office of the Company at 1940 Northwest
67th Place, Gainesville, Florida 32606-1649, together with (a) cash or a
cashier's or certified check payable to the Company in the amount of the Per
Share Exercise Price multiplied by the number of Warrant Shares being purchased
or (b) Warrants to be surrendered pursuant to a cashless exercise as described
in Section 5.2 of the Warrant Agreement (either, the "Aggregate Exercise
Price"), the Company, or the Company's transfer agent, as the case may be,
shall deliver to the Warrant Holder hereof, certificates of Common Stock which,
in the aggregate, represent the number of Warrant Shares being purchased. All or
less than all of the Warrants represented by this Certificate may be exercised
and, in case of the exercise of less than all, the Company, upon surrender
hereof, will deliver to the Warrant Holder a new Warrant Certificate or
Certificates of like tenor and dated the date hereof entitling said Warrant
Holder to purchase the number of Warrant Shares represented by this Certificate
which have not been exercised or surrendered and to receive the Registration
Rights set forth in Section 8 below (to the extent such rights have not already
been exercised) with respect to such Warrant Shares.

          2.      Exchange
and Transfer. This Certificate, at any time prior to the exercise
hereof, upon presentation and surrender to the Company, may be exchanged, alone
or with other certificates of like tenor registered in the name of the same
Warrant Holder, for another Certificate or Certificates of like tenor in the
name of such Warrant Holder exercisable for the aggregate number of Warrant
Shares as the Certificate or Certificates surrendered.

           3.      Rights
and Obligations of Warrant Holder of this Certificate. The Holder
of this Certificate shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity; provided, however, that
in the event any certificate representing shares of Common Stock or other
securities is issued to the Holder hereof upon exercise of some or all of the
Warrants evidenced by this Warrant Certificate, such Holder shall, for all
purposes, be deemed to have become the Holder of record of such Common Stock on
the date on which this Certificate, together with a duly executed Purchase form,
was surrendered and payment of the Aggregate Exercise Price was made pursuant to
the terms hereof, irrespective of the date of delivery of such share
certificate. The rights of the Holder of this Certificate are limited to those
expressed herein and the Holder of this Certificate, by his acceptance hereof,
consents and agrees to be bound by, and to comply with, all of the provisions of
this Certificate, including, without limitation, all of the obligations imposed
upon the Warrant Holder contained in this Warrant Certificate. In addition, the
Warrant Holder of this Certificate, by accepting the same, agrees that the
Company may deem and treat the person in whose name this Certificate is
registered on the books of the Company as the absolute, true and lawful owner
for all purposes whatsoever, and the Company shall not be affected by any notice
to the contrary.

 

           4.     Issuance
of Certificates. As soon as practicable after full or partial
exercise of this Warrant Certificate, the Company, at its expense, will cause to
be issued in the name of, and delivered to, the Holder

 

 

 

 of this Warrant
Certificate, a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock to which that Holder shall be entitled on
such exercise. No fractional shares will be issued on exercise of this Warrant.
If on any exercise of this Warrant a fraction of a share results, the Company
will pay the cash value of that fractional share, calculated on the basis of the
Per Share Exercise Price. All such certificates shall bear a restrictive legend
to the effect that, subject to the provisions of Section 8 below, the Shares
represented by such certificate have not been registered under the Securities
Act of 1933, as amended (the "Act"), or qualified under any state
securities laws and the Shares may not be sold or transferred in the absence of
such registration and qualification or an exemption thereof, such legend to be
substantially in the form of the bold face language appearing on page 1 of this
Warrant Certificate.

          5.     Disposition
of Warrants or Shares.

                  a.  The
Holder of this Warrant Certificate, by his acceptance thereof, agrees that (i)
no public distribution of Warrants or Shares will be made in violation of the
provisions of the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder (collectively, the "Act"), and (ii)
during such period as delivery of a prospectus with respect to Warrants or
Shares may be required by the Act, no public distribution of Warrants or Shares
will be made in a manner or on terms different from those set forth in, or
without delivery of, a prospectus then meeting the requirements of Section 10 of
the Act and in compliance with all applicable state securities laws. The holder
this Warrant Certificate and each transferee hereof further agrees that if any
distribution of any of the Warrants or Shares is proposed to be made by them
otherwise than by delivery of a prospectus meeting the requirements of Section
10 of the Act, such action shall be taken only after receipt by the Company of
an opinion of its counsel, to the effect that the proposed distribution will not
be in violation of the Act or of applicable state law. Furthermore, it shall be
a condition to the transfer of the Warrants that prior written consent to such
transfer be obtained from the Company after delivery to the Company of a
Certification and agreement as defined in Section 26 of the Warrant Agreement.

                  b.  By
acceptance hereof, the Holder represents and warrants that this Warrant
Certificate is being acquired, and all Warrant Shares to be purchased upon the
exercise of this Warrant Certificate will be acquired, by the Holder solely for
the account of the 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 Act and the rules and regulations
promulgated thereunder, and the Holder agrees that neither this Warrant
Certificate nor any of the Warrant Shares may be sold or transferred except
under cover of a registration statement under the Act which is effective and
current with respect to such Warrant Shares or pursuant to an opinion of counsel
reasonably satisfactory to the Company that registration under the Act is not
required in connection with such sale or transfer. Any Warrant Shares issued
upon exercise of this Warrant shall bear the following legend:

 

 

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                        The
securities represented by this certificate have not been registered 

                        under
the Securities Act of 1933 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 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.

          6.     Warrant
Holder Not Shareholder. This Warrant Certificate shall not be
deemed to confer upon the Holder any right to vote the Warrant Shares or to
consent to or receive notice as a shareholder of the Company as such, because of
this Warrant Certificate, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder.

          7.     Registration
Rights. The Company agrees that the Warrant Shares shall have those
registration rights set forth in Section 10 of the Warrant Agreement.

           8.     Notices.
All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made and sent when delivered, or
mailed by registered or certified mail, return receipt requested:

                    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

                    with
copies simultaneously         Conner
& Winters

                     by
like means to:                       One
Leadership Square, Suite 1700

                                                                      211
North Robinson

                                                                      Oklahoma
City, Oklahoma 73102

                                                                      Attention:
Irwin H. Steinhorn, Esquire

                     If
to the Holder:                        Ryan,
Beck & Co., LLC

                                                                       200
Park Avenue

                                                                       New
York, New York 10166

                                                                       Attention:
Randy Rock

          9.     Governing
Law. This Warrant Certificate and all rights and obligations
hereunder shall be deemed to be made under and governed by the laws of the State
of Delaware without giving effect to such State's conflict of laws provisions.
The Holder hereby irrevocably consents to the venue and jurisdiction of the
federal courts located in Wilmington, Delaware.

          10.    Successors
and Assigns. This Warrant Certificate shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
 

 

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           11.    Headings.
The headings of various sections of this Warrant Certificate have been inserted
for reference only and shall not be a part of this Agreement.

           12.    Subject
to Warrant Agreement. This Warrant Certificate is subject to the
terms and conditions set forth in the Warrant Agreement. In the event of a
conflict between this Warrant and the Warrant Agreement, the Warrant Agreement
shall control.

           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 January 31, 2001.
                                                                                PERMA-FIX
ENVIRONMENTAL

                                                                                SERVICES,
INC.





                                                                                 By:   /s/
Richard T. Kelecy                                   

                                                                                       Richard
T. Kelecy

                                                                                       Vice
President and Chief Financial Officer

 

 

 

 

 

 

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