SECOND AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT


     This  Second  Amendment  and  Joinder  to  Loan  and  Security

Agreement (the "Second Amendment") made and entered into as of this

31st  day  of  August, 2000, by and between Perma-Fix Environmental

Services, Inc. ("Perma-Fix"), a Florida corporation, and its direct

and  indirect  subsidiaries named on the  signature  pages  hereof,

jointly   and   severally  (the  "Borrowers";  all  references   to

"Borrowers"  shall  mean each Borrower and all  of  the  Borrowers,

individually and collectively, jointly and severally), and CONGRESS

FINANCIAL CORPORATION (FLORIDA), a Florida corporation ("Lender").

                           WITNESSETH:

     WHEREAS,  Lender and certain of the Borrowers entered  into  a

Loan  and  Security  Agreement dated as of  January  15,  1998,  as

amended by a letter agreement dated September 22, 1999, and by that

certain Amendment and Joinder to Loan and Security Agreement  dated

as  of  May  27, 1999 to which all Borrowers (other than  DSSI  (as

defined below)) are parties thereto (the "Original Loan Agreement";

the  Original Loan Agreement, as the same may hereafter be amended,

including by this Second Amendment, is hereinafter referred  to  as

the "Loan Agreement"; all capitalized terms used but not defined in

this Amendment shall have the respective meanings set forth in  the

Original Loan Agreement);

     WHEREAS, Perma-Fix is, inter alia, acquiring all of the issued

and outstanding shares of stock of Diversified Scientific Services,

Inc., a Tennessee corporation ("DSSI");

     WHEREAS,  in  connection with the foregoing transactions,  the

Borrowers  have requested that Lender consent to such  transactions

and  related  transactions, as more fully set forth in this  Second

Amendment,  and  agree  to extend credit to  DSSI  under  the  Loan

Agreement; and

<PAGE>

     WHEREAS,  in  connection with the foregoing,  the  Lender  has

required  certain  terms  and  conditions  of  the  Original   Loan

Agreement  to  be amended and the joinder to the Loan Agreement  of

DSSI, as more fully set forth hereinbelow.

     NOW,  THEREFORE,  in consideration of the  premises,  and  for

other  good and valuable consideration, the receipt and sufficiency

whereof  is hereby acknowledged, the parties hereto agree that  the

foregoing  recitals  are true and correct and incorporated  herein,

and as follows:

  I. Amendments  to  Loan Agreement.  As used in this  Amendment,

all references to sections and headings contained in Section I of

this Second Amendment are to those contained in the Original Loan

Agreement.   The  Original  Loan  Agreement  is  hereby  amended,

modified and supplemented as follows:

     1. Section 1.  "Definitions" is hereby amended by:

        (a) adding the following definitions:

          "Intercreditor Agreement" shall mean that  certain
     Intercreditor  Agreement dated of even  date  with  the
     Second Amendment, by and between New Seller and Lender.

          "New Seller" shall mean Waste Management Holdings,
     Inc.,  a  Delaware  corporation and its  successor  and
     assigns.

          "New    Transaction   Documents"    shall    mean,
     collectively,  that  certain Stock  Purchase  Agreement
     (the  "Stock Purchase Agreement"), dated May 16,  2000,
     by  and  among Perma-Fix and New Seller, as amended  by
     that   certain   First  Amendment  to  Stock   Purchase
     Agreement, dated August 31, 2000, the Seller Notes, the
     RBB  Note,  all  other agreements of  transfer  as  are
     referred  to therein and all side letters with  respect
     thereto,  and  all  agreements  and  warrants  for  the
     issuance of Perma-Fix common stock entered into  on  or
     before  the  date of the Second Amendment in connection
     with  the RBB Note and all documents, instruments,  and
     agreements   executed   or  delivered   in   connection
     therewith,  as all of the foregoing now  exist  or  may
     hereafter be amended, modified, supplemented, extended,
     renewed, restated, or replaced.

          "Purchased Stock" shall mean all of the issued and
     outstanding shares of DSSI.

                                 2
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          "RBB  Note"  shall  mean  that  certain  unsecured
     Promissory  Note  in  the  original  principal  sum  of
     $3,000,000,  issued  by Perma-Fix to  RBB  Bank,  dated
     August 29, 2000.

          "Second Amendment" shall mean the Second Amendment
     and Joinder to Loan and Security Agreement dated as  of
     August ___, 2000, by and between Lender and Borrowers.

          "Seller  Collateral" shall have  the  meaning  set
     forth in the Intercreditor Agreement.

          "Seller  Notes" shall mean Seller Note No.  1  and
     Seller Note No. 2, and all documents, instruments,  and
     agreements   relating  to  either  of  the   foregoing,
     including,   without  limitation,  that  certain   Non-
     Recourse  Guaranty of Payment of Promissory Note  dated
     the date of the Seller Notes, made by DSSI in favor  of
     the New Seller.

          "Seller  Note  No.  1"  shall  mean  that  certain
     Promissory Note dated August 31, 2000, in the  original
     principal  amount of $3,500,000, made by  Perma-Fix  in
     favor of New Seller.

          "Seller  Note  No.  2"  shall  mean  that  certain
     Guaranteed  Promissory Note dated August 31,  2000,  in
     the  original principal amount of $2,500,000,  made  by
     Perma-Fix in favor of the New Seller.

          (b)   by  amending  and  restating  the  following
     definitions:

                             *  *  *

               1.11     "Existing   Unencumbered   Real
          Property" shall mean all Real Property of any
          Borrower   not  subject  of  the   Mortgages,
          including  the  Real  Property  described  on
          Composite   Exhibit  "C"  to  this  Agreement
          (including the supplements thereto annexed to
          the Amendment and the Second Amendment) owned
          by  Perma-Fix of Memphis, Inc., and Perma-Fix
          of   Ft.   Lauderdale,  Inc.  and   Perma-Fix
          Treatment  Services, Inc. located  in  Tulsa,
          Oklahoma,  respectively,  the  Real  Property
          described  on the supplements to Exhibit  "C"
          annexed  to  the  Amendment  and  the  Second
          Amendment with respect to Real Property owned
          by  Perma-Fix  of  Michigan,  Inc.,  Chemical
          Conservation      Corporation,       Chemical
          Conservation of Georgia, Inc., and DSSI  (but
          excluding the Real Property located at Latham
          Street  in Memphis, Tennessee owned by Perma-
          Fix  of  Memphis,  Inc.; the  "Latham  Street
          Property," the Real Property located in Wayne
          County,   Michigan  owned  by  Perma-Fix   of
          Michigan, Inc., but solely to the extent such
          property   is  encumbered  by  the   Sullivan
          Mortgage,  and the Real Property  located  in
          Orange  County,  Florida  owned  by  Chemical

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<PAGE>
          Conservation Corporation, but solely, to  the
          extent such properties are encumbered by  the
          mortgage by Sun Trust securing the Sun  Trust
          Debt and the Carrier Debt, as replaced by Sun
          Trust).

                             *  *  *

               1.20   "Maximum Credit" shall  mean,  on
          any  date  of  determination, the  amount  of
          $12,000,000.

                             *  *  *

          "Term  Note"  or  "Renewal Note"  shall  mean  the
     Renewal Term Note (as defined in the Second Amendment),
     and  all  subsequent renewals, amendments,  extensions,
     and supplements thereto.

                             *  *  *

      2.(a)    The  preamble  to Section  5,  Grant  of  Security

Interest, is hereby amended and restated as follows:

          To   secure   payment  and  performance   of   all
     Obligations,  each  Borrower, including,  DSSI,  hereby
     grants  and  regrants,  as  appropriate,  to  Lender  a
     continuing  security interest in, a lien  upon,  and  a
     right  of set off against, and hereby assigns to Lender
     as  security,  the following property and interests  in
     property  of  such  Borrower,  whether  now  owned   or
     hereafter  acquired or existing, and  wherever  located
     (collectively, the "Collateral"):

                             *  *  *

          (b)     The  Borrowers  agree  that  Section   5.2   is

supplemented by the following:

          ...,  including, without limitation, all of Perma-
     Fix's right, title and interest in, to, and under,  the
     Transaction   Documents,  and   the   New   Transaction
     Documents,  including, without limitation, all  of  the
     benefits of any representations and warranties provided
     by the Seller or New Seller, as applicable, and any and
     all  of Perma-Fix's rights to indemnification from  the
     Seller  or  New  Seller, as applicable,  or  any  other
     person  contained  therein.  Borrowers  agree  that  no
     provision  contained in this Agreement shall impose  on
     Lender  any of the obligations or liabilities of Perma-
     Fix   under  the  Transaction  Documents  or  the   New
     Transaction  Documents.  In addition, Borrowers  hereby
     indemnify Lender and hold it harmless from any and  all
     claims,   actions,  suits,  losses,   damages,   costs,
     expenses,  fees, obligations and liabilities which  may
     be  incurred by or imposed upon Lender by Seller or New
     Seller,  as  applicable, or any other  third  party  by
     virtue of Lender's lien on Perma-Fix's right, title and
     interest in, to, and under the Transaction Documents or
     the  New  Transaction Documents.  The  foregoing  shall
     survive   payment  of  the  Obligations  in  full   and

                                4
<PAGE>
     termination   of  the  Agreement.   Borrowers   further
     acknowledge and agree that following the occurrence  of
     an  Event of Default, Lender shall be entitled, at  its
     option,  to enforce any and all Perma-Fix's rights  and
     remedies  under the Transaction Documents  or  the  New
     Transaction Documents and/or under applicable law.

     3. Section  8,  Representations and  Warranties,  is  hereby

supplemented by the following:

                             *  *  *

          8.14 Acquisition of Purchased Stock.

                (a)   The New Transaction Documents and  the
     transactions  contemplated thereunder  have  been  duly
     executed,  delivered and performed in  accordance  with
     their  terms by the respective parties thereto  in  all
     material  respects,  including  the  fulfillment   (not
     merely the waiver, except as may be disclosed to Lender
     and  consented to in writing by Lender),  but,  in  the
     case  of the common stock and warrants issued or to  be
     issued  in  connection with the RBB  Note,  subject  to
     certain   NASDAQ  approvals  in  connection  with   the
     issuance  of  Perma-Fix common stock  of  all  material
     conditions  precedent  set  forth  therein  and  giving
     effect  to  the terms of the New Transaction  Documents
     and the assignments to be executed and delivered by New
     Seller thereunder, Perma-Fix acquired and has good  and
     marketable title to the Purchased Stock, free and clear
     of  all claims, liens, pledges and encumbrances of  any
     kind, except as disclosed in writing to Lender.

                (b)  All actions and proceedings required by
     the  New  Transaction  Documents,  applicable  law   or
     regulation  (including, but not limited to,  compliance
     with the Hart-Scott-Rodino Anti-Trust Improvements  Act
     of   1976,  as  amended)  have  been  taken   and   the
     transactions  required thereunder have  been  duly  and
     validly taken and consummated.

                (c)  No court of competent jurisdiction  has
     issued any injunction, restraining order or other order
     which   prohibits  consummation  of  the   transactions
     described  in  the  New Transaction  Documents  and  no
     governmental  or  other action or proceeding  has  been
     threatened   or  commenced,  seeking  any   injunction,
     restraining order or other order which seeks to void or
     otherwise modify the transactions described in the  New
     Transaction Documents.

                (d)  Borrowers have delivered, or caused  to
     be  delivered,  to  Lender true, correct  and  complete
     copies of the New Transaction Documents.


                            5
<PAGE>
               8.15  Capitalization.

                All of the issued and outstanding shares  of
     capital  stock  of  DSSI are directly and  beneficially
     owned and held by Perma-Fix and all of such shares have
     been   duly   authorized  and  are   fully   paid   and
     non-assessable,  free and clear of all  claims,  liens,
     pledges  and  encumbrances  of  any  kind,  except   as
     disclosed in writing to Lender.

      4.Section  9.8,  Encumbrances  is  hereby  amended  by  the

addition of subsection (g) as follows:

            . . . ;  and  (g) the security interests  and
      liens   of  the  New  Seller  in  and  to  the  Seller
      Collateral  of DSSI, but only to the extent  permitted
      under the Intercreditor Agreement.

      5. Section 9.9  Indebtedness is hereby supplemented  by  the

following:

                             *  *  *

          ;  (f)  the Seller Notes, the RBB Note,  the  "RBB
     Bank Bridge Loan" referred to the letter from Perma-Fix
     to  Lender  dated July 25, 2000, and the advances  from
     Perma-Fix  to M&EC consented to pursuant  to  the  M&EC
     Letter  (as  the  foregoing terms are  defined  in  the
     Second  Amendment); provided, that: (i)  the  principal
     amount  of indebtedness evidenced by the Seller  Notes,
     RBB Note and the aforesaid obligations shall not exceed
     $3,500,000 in the case of Seller Note No. 1, $2,500,000
     in  the  case of Seller Note No. 2, $3,000,000  in  the
     case  of the RBB Note, $750,000 in the case of the  RBB
     Bank  Bridge  Loan, and $________ in the  case  of  the
     aforesaid  advances to M&EC, less the aggregate  amount
     of  all repayments, repurchases or redemptions, whether
     optional or mandatory in respect thereof, plus interest
     thereon  at the rate provided for in such agreement  or
     instrument  as  in  effect on  the  date  hereof,  (ii)
     Borrower  shall not, directly or indirectly,  make  any
     payments in respect of the Seller Notes or the RBB Note
     other  than  regularly scheduled payments of  principal
     and  interest  in  accordance with the  terms  of  such
     agreement  or  instrument as  in  effect  on  the  date
     hereof,  provided, however, at any time after the  date
     of  the  Second Amendment, if Borrower maintains Excess
     Availability of at least $5,000,000 for ten consecutive
     Business  Days, it may on the next Business Day  prepay
     Seller  Note  No.  2 in full; provided,  further,  that
     concurrently  upon any such prepayment, all  liens  and
     security  interests of the New Seller  in  and  to  the
     Seller Collateral shall be terminated pursuant to  Form
     UCC-3  Termination  Statements and  other  release  and
     termination  documents satisfactory  to  Lender;  (iii)
     Borrower shall not, directly or indirectly, (A)  amend,
     modify,  alter or change any terms of the Seller  Notes
     or  the  RBB Note; and (iv) Borrowers shall furnish  to
     Lender   all   notices,  demands  or  other   materials
     concerning  such  indebtedness either received  by  any

                                6
<PAGE>
     Borrower  or  on  its  behalf, promptly  after  receipt
     thereof,  or  sent  by a Borrower  or  on  its  behalf,
     concurrently with the sending thereof, as the case  may
     be.

                             *  *  *

      6.(a)  Section  10.1  Events  of  Default  is  amended   by

amending   and  restating  Subsections  (i)  and  (n)  in   their

entireties:

                             *  *  *

           (i)  any default by Borrowers, or any of them,
           or  any  Obligor under any agreement, document
           or instrument relating to any indebtedness for
           borrowed money owing to any person other  than
           Lender,  or any capitalized lease obligations,
           contingent indebtedness in connection with any
           guarantee,  letter  of  credit,  indemnity  or
           similar  type  of instrument in favor  of  any
           person  other than Lender, in any case  in  an
           amount  in  excess of $100,000, which  default
           continues  for  more than the applicable  cure
           period,   if   any,   with  respect   thereto,
           including,  without  limitation,   under   the
           Subordinated   Indebtedness,   the    Sullivan
           Mortgage,  the RBB Note, or the Seller  Notes,
           or   either   of  them,  or  any  default   by
           Borrowers,  or  any of them,  or  any  Obligor
           shall  default  under any  material  contract,
           lease,  license  or  other obligation  to  any
           person   other  than  Lender,  which   default
           continues  for  more than the applicable  cure
           period,   if   any,   with  respect   thereto,
           including, without limitation, under the other
           Transaction   Documents  or  New   Transaction
           Documents;

                             *  *  *

           (n)   any party to the Subordination Agreement
           or  the  Intercreditor Agreement shall  breach
           any  term  thereof, or revoke  or  contest  or
           attempt to revoke or contest any of the  terms
           or conditions thereof.

                             *  *  *

      7. Exhibit  "A",  Information Certificate, to  the  Original

Loan  Agreement is hereby supplemented with respect  to  DSSI  by

Exhibit "A" annexed to this Second Amendment.

      8. Schedule  5.2  to  the  Loan and  Security  Agreement  is

hereby  supplemented  by  Exhibit  "B"  annexed  to  this  Second

Amendment.

                                 7
<PAGE>
   II.  Consent.

   (1)   Subject  to  the  terms and conditions  of  this  Second

Amendment  and  all of the Financing Agreements,  Borrowers  have

requested  that  Lender consent, and Lender hereby  consents,  to

(i)  (A)  notwithstanding the provisions of Section 9.10  of  the

Loan  Agreement,  the  acquisition of the  Purchased  Stock,  (B)

notwithstanding  the  provisions  of  Section  9.7  of  the  Loan

Agreement,  to DSSI hereafter becoming a subsidiary of Perma-Fix,

and (C) notwithstanding the provisions of Section 9.7 of the Loan

Agreement, the issuance of  warrants for common stock  of  Perma-

Fix and common stock of Perma-Fix to RBB but solely to the extent

set  forth  in  the letter agreement by Perma-Fix  to  RBB  dated

August  29, 2000, and letter agreement by Perma-Fix to RBB issued

in connection with the RBB Bank Bridge Loan, but, further, solely

to  the extent that no breach occurs under Section 10.1(j) of the

Loan  Agreement,  and  (ii)  notwithstanding  the  provision   of

Sections 9.6 and 9.9 of the Loan Agreement, (A) the incurrence of

the respective indebtedness evidenced by the Seller Notes and the

RBB  Note,  in  an  aggregate  principal  amount  not  to  exceed

$3,500,000  in the case of Seller Note No. 1, $2,500,000  in  the

case  of Seller Note No. 2 and $3,000,000 in the case of the  RBB

Note,  and in each case as otherwise subject as set forth in  the

Loan  Agreement and/or the Intercreditor Agreement, and  (B)  the

grant  of security interest in favor of the New Seller in and  to

certain  assets of DSSI, but only to secure obligations evidenced

by Seller Note No. 2 and as otherwise subject as set forth in the

Loan Agreement and/or the Intercreditor Agreement.

   (2)   Borrower  acknowledges and agrees that the consents  set

forth  in  Section II(1) above and all other consents  by  Lender

heretofore  given,  including, without  limitation,  the  consent

given  pursuant to a letter dated July 25, 2000 with  respect  to

the  "RBB Bridge Loan", and the consent to the making of advances

by  Perma-Fix to East Tennessee Materials and Energy  Corporation

                                8
<PAGE>
"M&EC"  as  set forth in a letter from Perma-Fix to Lender  dated

January  25, 2000 (the "M&EC letter") shall be effective  in  the

respective specific instance only.  Accordingly, except for  such

transactions set forth in the New Transaction Documents  and  the

aforesaid  transactions, Lender shall have no obligation  to  (i)

consent  to  any departure from the terms and conditions  of  the

Loan   Agreement  or  any  other  Financing  Agreements   whether

heretofore  or hereafter occurring, or (ii) waive any default  or

Event  of Default occurring under the Loan Agreement or any other

Financing   Agreement   now  existing  or  hereafter   occurring,

including,  without limitation, pursuant to 10.1(j) of  the  Loan

Agreement,  in  either case, whether arising out  of  similar  or

dissimilar transactions to the transactions contemplated  in  the

New  Transaction  Documents,  or  otherwise.   Further,  Borrower

acknowledges  and agrees that the consent of Lender contained  in

the   M&EC   Letter   is  limited  to  the  aforesaid   financing

transactions  only  and no consent is intended  or  implied  with

respect to the transactions contemplated in the letter of  intent

dated June 27, 2000 annexed thereto, or otherwise.

   III.   Joinder   to   Loan  Agreement  and   other   Financing

Agreements.

      1. (a)  DSSI agrees that from and after the date  of  this

Second Amendment, it shall be joined in the Loan Agreement  as  a

"borrower"  with  joint and several liability with  each  of  the

other  Borrowers  and, accordingly, all references  to  the  term

"Borrowers"  in the Loan Agreement, the Term Note and  the  other

Financing  Agreements shall have the meaning set  forth  in  this

Second Amendment.

        (b) DSSI  acknowledges that it has received  and  reviewed

the  Original Loan Agreement, a copy of which is annexed to  this

Second   Amendment  as  Exhibit  "1",  and  all  other  Financing

Agreements,  and  agrees to be bound by  all  of  the  terms  and

conditions  of the Loan Agreement and all of the other  Financing

Agreements  applicable to the "Borrowers."  To this effect,  DSSI

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<PAGE>
acknowledges  and  agrees  that pursuant  to  Section  5  of  the

Agreement,  as  of  the  date of this  Second  Amendment,  it  is

granting to the Lender a first priority security interest in  and

to  the  Collateral described in the Loan Agreement, whether  now

owned  by  it  or  in  which  it has an  interest,  or  hereafter

acquired,  created, or arising, subject only to those  liens  and

security  interests expressly permitted by the Loan Agreement  or

the other Financing Agreements.

        (c) DSSI  acknowledges  and agrees that  by  execution  of

this  Second  Amendment, as of the date of this Second  Amendment

and   hereafter,  it  is  and  shall  be  making   all   of   the

representations and warranties of a Borrower, whether in the Loan

Agreement, the other Financing Agreements, or otherwise.  To this

effect,  annexed to this Second Amendment are Exhibits "A",  "B",

and  "C",  and  Schedules 8.4, 8.8, 8.9,  8.9,  and  9.10,  which

Exhibits and Schedules are hereby made a part of the sections  of

the  Loan Agreement referencing such Exhibits and Schedules.  The

Exhibits and Schedules supplement but do not replace the Exhibits

and  Schedules heretofore delivered to Lender in connection  with

the Original Loan Agreement.

   IV.  Conditions Precedent.

      1. (a)  Borrowers  acknowledge  and  agree  that   as   a

condition precedent to the effectiveness of the consent of Lender

pursuant to Part II of this Second Amendment:

        (b)  all  requisite  corporate action  and  proceedings  in

connection  with  the  Loan Agreement  and  the  other  Financing

Agreements shall be satisfactory in form and substance to Lender,

and  Lender shall have received all information and copies of all

documents,  including, without limitation, records  of  requisite

corporate  action and proceedings which Lender may have requested

in connection therewith, such documents where requested by Lender

or  its counsel to be certified by appropriate corporate officers

or governmental authorities;

                                  10
<PAGE>
        (c) no material adverse change shall have occurred in  the

assets,  business  or  prospects of DSSI or the  other  Borrowers

since the date of Lender's latest field examination and no change

or  event  shall have occurred which would impair the ability  of

Borrowers or any Obligor to perform its obligations hereunder  or

under  any  of the other Financing Agreements to which  it  is  a

party or of Lender to enforce the Obligations or realize upon the

Collateral;

        (d) Lender  shall  have received, in  form  and  substance

satisfactory  to  Lender, all consents, waivers,  acknowledgments

and  other  agreements from third persons which Lender  may  deem

necessary  or desirable in order to permit, protect  and  perfect

its  security  interests in and liens upon the Collateral  or  to

effectuate  the provisions or purposes of the Loan Agreement  and

the  other  Financing Agreements, including, without  limitation,

acknowledgments  by  lessors,  mortgagees  and  warehousemen   of

Lender's  security interests in the Collateral, waivers  by  such

persons of any security interests, liens or other claims by  such

persons to the Collateral and agreements permitting Lender access

to,  and  the  right to remain on, the premises to  exercise  its

rights and remedies and otherwise deal with the Collateral;

        (e) Lender  shall  have received, in  form  and  substance

satisfactory to Lender, such opinions of counsel to Borrowers and

the  New Seller with respect to the Financing Agreements, the New

Transaction  Documents,  and such other  matters  as  Lender  may

request;

        (f) Lender   shall  have  been  named  loss   payee   upon

endorsements  satisfactory to the Lender under  the  policies  of

insurance required to be maintained by each Borrower pursuant  to

the  Loan  Agreement and all such policies of insurance shall  be

reviewed by and be satisfactory to Lender;

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<PAGE>
        (g) the  Intercreditor Agreement and such other  Financing

Agreements  and  all  instruments  and  documents  hereunder  and

thereunder  as  Lender may require shall have been duly  executed

and  delivered  to Lender, in form and substance satisfactory  to

Lender;

        (h) Lender  shall  have received, in  form  and  substance

satisfactory  to  Lender,  evidence  that  the  New   Transaction

Documents  have been duly executed and delivered by  and  to  the

appropriate  parties  thereto and the  transactions  contemplated

under  the  terms  of  the New Transaction  Documents  have  been

consummated  prior to or contemporaneously with the execution  of

this   Second  Amendment,  including,  without  limitation,   all

approvals,  consents  and the like from any  and  all  applicable

regulatory agencies and other governmental units to the  transfer

of  ownership  of  DSSI, and proof satisfactory  to  Lender  that

concurrently   upon   the  consummation   of   the   transactions

contemplated in the New Transaction Documents, DSSI will have all

licenses, permits, and approvals and orders required by law to be

held  by  DSSI  in  respect of its business  as  currently  being

conducted;

        (i) Lender  shall  have received, in  form  and  substance

satisfactory  to  Lender, the most recently calculated  pro-forma

balance  sheet  of  Borrower reflecting the initial  transactions

contemplated  hereunder, including, without limitation,  (i)  the

consummation of the acquisition of the Purchased Stock by  Perma-

Fix  from  New Seller and the other transactions contemplated  by

the  New  Transaction Documents and (ii) the  Loans  provided  by

Lender to Borrowers on the date of this Second Amendment and  the

use  of  the  proceeds of the initial Loans as  provided  herein,

accompanied by a certificate, dated of even date herewith, of the

chief financial officer of Borrowers, stating that such pro-forma

balance  sheet represents the reasonable, good faith  opinion  of

such  officer as to the subject matter thereof as of the date  of

such certificate; and

                                12
<PAGE>
        (j) Lender  shall  have received, in  form  and  substance

satisfactory to Lender, the agreement of New Seller consenting to

the collateral assignment by Borrower or any Obligor to Lender of

all  of  Borrower's and such Obligor's rights  and  remedies  and

claims  for  damages and other relief under the  New  Transaction

Documents  and  granting Lender such other rights as  Lender  may

require, duly authorized, executed and delivered by New Seller.

   V. Other Matters.

      1. Borrowers are paying Lender a closing fee of  $20,000  on

or  before the date of this Second Amendment, which fee shall  be

deemed to be fully earned by Lender upon execution of this Second

Amendment by Lender and Borrowers.

      2. This  Second Amendment constitutes a part of,  and  shall

be construed in connection with, the Original Loan Agreement, and

all  terms, covenants, conditions, representations and warranties

contained in the Original Loan Agreement (other than as expressly

set forth in this Second Amendment) shall remain in full force in

effect  and are incorporated herein by reference as if fully  set

forth  herein.  In the event of any inconsistencies  between  the

provisions  of this Second Amendment and elsewhere  in  the  Loan

Agreement, the provisions of this Second Amendment shall  in  all

respects govern and control.

      3. Each  Borrower  certifies to Lender  that  (after  giving

effect   to  this  Second  Amendment)  all  representations   and

warranties of such Borrower contained in the Loan Agreement  are,

true  and correct as of the date of this Second Amendment, except

to  the  extent such representations and warranties relate solely

to an earlier date.

      4. Each  Borrower  certifies to Lender  that  (after  giving

effect  to  this Second Amendment) no Event of Default under  the

Loan  Agreement, or event which with the passage of time  or  the

                               13
<PAGE>
giving  of notice, or both, would constitute an event of  default

under the Loan Agreement, has occurred and is continuing.

      5. (a)   In  no  way  in limitation of  the  provisions  of

Section 9.15 of the Loan Agreement, Borrower will pay all out-of-

pocket  expenses  incurred  by  Lender  in  connection  with  the

preparation  of this Second Amendment and of the other  Financing

Agreements,    including,   all   amendments,   supplements    or

modifications  hereafter made to any of the foregoing  after  the

date   of  this  Second  Amendment,  and  the  closing   of   the

transactions contemplated herein and therein, including,  without

limitation,  the  reasonable fees and  expenses  of  counsel  for

Lender.   In  addition, Borrowers agree to  pay  all  documentary

stamp  taxes, intangible taxes, filing or recording fees required

in   connection  with  the  borrowings  hereunder  and  creating,

perfecting  and  preserving Lender's  security  interest  in  the

Collateral.

      6. (a)  EACH  BORROWER  HEREBY KNOWINGLY,  VOLUNTARILY  AND

INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY  IN

RESPECT  OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION

WITH THIS SECOND AMENDMENT, THE LOAN AGREEMENT, ALL DOCUMENTS  AT

ANY  TIME  MADE  IN  CONNECTION WITH  THIS  AMENDMENT,  THE  LOAN

AGREEMENT,  OR THE TRANSACTIONS CONTEMPLATED HEREIN  OR  THEREIN.

FURTHER, EACH BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR

AGENT  OF  THE  LENDER NOR THE LENDER'S COUNSEL HAS  REPRESENTED,

EXPRESSLY  OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE  EVENT

OF  SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY

TRIAL  PROVISION.  FINALLY, EACH BORROWER ACKNOWLEDGES  THAT  THE

                              14
<PAGE>
LENDER  HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT  BY,  INTER

ALIA, THE PROVISIONS OF THIS PARAGRAPH.

      7. Each  Borrower  agrees that it has no off-sets,  defenses

or  counterclaims  to  the  payment of  the  Obligations  or  the

performance by it under the Loan Agreement or the other Financing

Agreements.  Further, each Borrower agrees that it has no  claims

of   any  nature  whatsoever  against  the  Lender,  its  parent,

subsidiaries,   affiliates,   divisions,   officers,   directors,

employees,  agents, stockholders, successors, or assigns  arising

out  of  or  related  to  the Obligations,  the  other  Financing

Agreements, or otherwise.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this

Second  Amendment to be duly executed, sealed and  delivered  the

day and year first above written.

                              BORROWERS:

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


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              INDUSTRIAL WASTE MANAGEMENT, INC.,
                              a Missouri corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                                15
<PAGE>
                              SCHREIBER, YONLEY & ASSOCIATES
                              (formerly known as Schreiber, Grana
                              & Yonley, Inc.), a Missouri
                              corporation


                              By:
                                 _____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                              PERMA-FIX TREATMENT SERVICES, INC.,
                              an Oklahoma corporation


                              By:
                                 ______________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                              PERMA-FIX, INC., an Oklahoma
                              corporation


                              By:
                                 _____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              MINTECH, INC., an Oklahoma
                              corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              RECLAMATION SYSTEMS, INC., an
                              Oklahoma corporation


                              By:
                                 _____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              PERMA-FIX OF NEW MEXICO, INC.,
                              a New Mexico corporation


                              By:
                                 ___________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                                   16
<PAGE>
                              PERMA-FIX OF FLORIDA, INC.,
                              a Florida corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              PERMA-FIX OF MEMPHIS, INC.,
                              a Tennessee corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                              PERMA-FIX OF DAYTON, INC.,
                              an Ohio corporation


                              By:
                                 _____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              PERMA FIX OF FT. LAUDERDALE, INC.,
                              a Florida corporation


                              By:
                                 _____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                              PERMA FIX OF MICHIGAN, INC., a
                              Michigan corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              CHEMICAL CONSERVATION OF GEORGIA,
                              INC., a Georgia corporation


                              By:____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer

                                       17
<PAGE>
                              CHEMICAL CONSERVATION CORPORATION,
                              INC., a Florida corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              DIVERSIFIED SCIENTIFIC SERVICES,
                              INC., a Tennessee corporation


                              By:
                                 ____________________________________
                                 Richard T. Kelecy, Chief
                                 Financial Officer


                              LENDER:

                              CONGRESS FINANCIAL CORPORATION
                              (FLORIDA)

                              By:
                                 ___________________________________
                              Name:
                                  __________________________________
                              Title:
                                   _________________________________








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