May 3, 1999



























December 4, 2000








BY FAX





Dr. Louis F. Centofanti, Chariman of the Board, President, CEO


Mr. Richard Kelecy, CFO


Perma-Fix Environmental Services, Inc.


1940 N.W. 67th Place


Gainsville, FL  32653





C/O Mr. Robert Mayer	Mr. Scott Zimmerman


Managing Director	Assistant Vice President


Larkspur Capital Corporation	Ryan, Beck & Co


445 Park Avenue	200 Park Avenue	


New York, NY  10022	New York, NY  10166





Dear Messrs. Centofanti and Kelecy:





You have requested that PNC Bank, National Association ("PNC") provide Perma-Fix
Environmental Services, Inc. ("Borrower" or "PESI") with up to $22,000,000 in senior secured
financing, the proceeds of which will be used to (i) refinance existing revolving and term credit
facilities, (ii) refinance a $2.5MM short term seller note to Waste Management, Inc. for the
acquisition of Diversified Scientific Services, Inc. ("DSSI") from Waste Management, Inc., and
(iii) provide for the ongoing working capital needs of the Borrower. 





PNC is pleased to present a commitment to provide up to $22,000,000 for the purposes set forth
above as more fully described in the attached Preliminary Memorandum of Terms and
Conditions (the "Preliminary Term Sheet"). 





PNC reserves the right to syndicate the Credit Facilities (either before or after execution of
definitive documentation) with a financial institution or group of financial institutions.
Accordingly, the Borrower hereby represents and covenants that to the best of its knowledge,
all written information and data prepared by the Borrower, concerning the Borrower or the
transactions contemplated hereby (the "Information") which is made available in writing to PNC
by the Borrower or any authorized representative of the Borrower in connection with the
transactions contemplated hereby (as subsequently updated or corrected), will be complete and
correct in all material respects and will not contain any untrue statement of a 


material fact or omit to state a material fact necessary to make the statements contained 


therein in the aggregate, in light of the circumstances under which such statements were made,
not misleading.  In arranging and syndicating the credit facilities, PNC will be using and relying
on the Information without independent verification thereof.





PNC may terminate its obligations under this letter if terms of the transaction are changed in any
material respect, if any material information submitted to PNC proves to have been inaccurate
or incomplete in any material respect, or if any material adverse change occurs, or any additional
information is disclosed to or discovered by PNC, whether prior to Borrower's acceptance of
this letter or during the period of such acceptance until the execution of definitive
documentation, which PNC deems materially adverse in respect of the condition (financial or
otherwise), business, operations, assets, nature of assets, liabilities or prospects of the Borrower.





The Borrower hereby indemnifies and holds harmless PNC and each director, officer, employee
and affiliate thereof (each, an "Indemnified Person"), from and against any and all losses,
claims, damages, expenses and liabilities incurred by any Indemnified Person that arise out of
or relate to any investigation or other proceeding (including any threatened investigation or
litigation or other proceedings and whether or not such Indemnified Person is a party thereto)
relating to this letter, the Preliminary Term Sheet or the transactions contemplated hereby,
including without limitation the reasonable fees and disbursements of counsel  (which fees and
disbursements may include, but are not limited to, reasonable fees and disbursements of in-house
counsel incurred in connection with any of the foregoing) but excluding any of the foregoing
claimed by any Indemnified Person to the extent incurred by reason of the gross negligence or
willful misconduct of such Indemnified Person as determined by a final nonappealable judgment
of a court.  PNC shall not be responsible or liable to the Borrower or any other person for
consequential damages which may be alleged as a result of this letter, the Term Sheet or any of
the transactions contemplated hereby.  The Borrower's obligations under this paragraph shall
survive any termination of this letter except that upon the execution of the definitive financing
agreements the terms of such agreements shall supersede these provisions.





This letter and Term Sheet are delivered to the Borrower on the condition that they be kept
confidential and not to be shown to, or discussed with, any third party (other than on a
confidential or need-to-know basis with the Borrower's directors, officers, employees, counsel
and other advisors, or as required by law) without PNC's prior approval.





PNC and Borrower hereby waive any right to trial by jury on any claim, demand, action, or
cause of action arising under this proposal letter, the Preliminary Term Sheet, any transaction
relating hereto, or any other instrument, document or agreement executed or delivered in
connection herewith, whether sounding in contract, tort or otherwise.





If the offer evidenced in this letter and Term Sheet is acceptable, please indicate your acceptance
by signing and returning this letter along with a non-refundable Commitment Fee of $75,000
(the "Commitment Fee").  The Commitment Fee will be applied to the Closing Fee at closing.
In the event that the Borrower does not accept PNC's commitment, requests PNC to cease
seeking credit approval or accepts a commitment from another lender or financing source, the
Commitment Fee will be deemed earned in its entirety.





We appreciate the opportunity to provide this commitment and look forward to working with
you on successfully completing this transaction.  We will complete documentation of the
transaction after we have received this letter countersigned by you and returned to PNC together
with the $75,000 Commitment Fee before the close of business on December 8, 2000.





Sincerely,





PNC Bank, National Association





By:	/s/ Ilan Yehros


  _______________________________


Name:  Ilan Yehros


Title:    Vice President





Agreed and accepted:





Perma-Fix Environmental Services, Inc.	





By:	 /s/ Richard T. Kelecy


   ________________________________


Name:  Richard T. Kelecy


Title: Vice President and CFO





Acknowledged by: 					Acknowledged by:





Larkspur Capital Corporation		Ryan, Beck & Co





By:    /s/ Robert G. Mayer, Jr.                               By:	  /s/ Randy F. Rock


      ________________________________		________________________________


Name: 							Name:  Randy F. Rock


Title: 							Title:    Managing Director





cc:	W. Kosis - PNC


	B. MacConnell - PNC


	P. Thompson - PNC


	V. Rivera - PNC


	C. Logan - PNC


	G. Bernstein - PNC 


	B. Goodwin - Larkspur Capital Corporation


	S. Zimmerman - Ryan, Beck & Co.


		





MEMORANDUM OF TERMS AND CONDITIONS FOR





Perma-Fix Environmental Services, Inc.


___________________________________________________________________________





Borrower:		Perma-Fix Environmental Services, Inc. ("PESI" or "Borrower").





Agent:			PNC Bank, National Association ("PNC").





		Lender:	PNC Bank, National Association ("Bank") and such other financial institutions
as PNC deems necessary.


	


				Purpose:	(i) refinance existing revolving and term credit facilities 


					(ii) refinance a $2.5MM short term seller note to Waste Management, Inc. for
the acquisition of Diversified Scientific Services, Inc. ("DSSI") from Waste
Management, Inc.,


			(iii) provide for the ongoing working capital needs of the Borrower. 


				


Total Financing:	Up to $22,000,000 in senior secured financing.





				Credit Facilities:	1) 	Revolving Credit (discretionary advances of (i) up to 85% of eligible
accounts receivable aged 60 days from due date on commercial
accounts, up to 90 days from invoice date, (ii) up to 85% of eligible
accounts receivable aged 90 days from due date on commercial broker
accounts, up to 120 days from invoice date, (iii) up to 85% of eligible
accounts receivable aged 60 days from due date on government
accounts, up to 150 days from invoice date, and (iv) up to 50% of
eligible unbilled receivables aged 60 days, all cross aged on the basis
of 50% or more in ineligibles.


				


						Sublimits:


				Limit on availability from unbilled accounts to be determined.


			Availability for Letters of Credit limited to $500,000.





			Term Loan ((i) discretionary advances of up to 80% of the appraised
orderly liquidation value of machinery and equipment, plus
(ii) discretionary advances of up to 70% of the appraised fair
market value of eligible real estate, limited to no more than
$2,000,000).


		


Amount:		1)	Up to $15,000,000


			Up to $7,000,000





				Amortization:	1)	Available for borrowing and re-borrowing until maturity, subject to a
borrowing base.


		


			The Term Loan to be paid in sixty (60) equal monthly principal payments based
on a seven (7) year amortization schedule with the remaining balance
due at maturity. 


		


Maturity:		Five (5) years from the closing date.





		Interest Rates:	1)	PNC Prime Rate floating plus 1.00% or 1, 2 or 3 month fully 	absorbed PNC Eurodollar Rate + 3.50% per annum


			PNC Prime Rate floating + 1.50% or 1, 2 or 3 month fully absorbed PNC
Eurodollar Rate + 4.00% per annum


			


			Interest will be calculated on the daily outstandings on a 360 day year for the
actual number of days elapsed and will be due monthly in arrears on the first
business day of each month for Prime Rate borrowings and at maturity for
Eurodollar borrowings.


			


		Letter of Credit


		Fees:	Documentary L/Cs at 3.00% per annum plus issuing costs.


		


Default Rate:		2% over the applicable rate





		Collateral :	(i) First priority perfected security interest in all the Borrower's present and
future and wherever located accounts, general intangibles, contract rights, all
rights to the payment of money, instruments, documents, chattel paper,
inventory, machinery, equipment, furniture, fixtures, leasehold improvements,
licenses, trademarks, tradenames, patents, copyrights, other assets, stock of all
subsidiaries, and mortgages on real estate, and (ii) all proceeds and products
thereof.  All loans shall be completely cross-collateralized and secured by all
Collateral in all respects. All loans shall also be secured by each subsequently
acquired or organized subsidiary of the borrower. 


		


Fee Structure:	


			Deposit Fee:	$125,000 (received)





			Commitment Fee:	$75,000 due upon Borrower's acceptance of a commitment letter and
applied to the Closing Fee, if the transaction closes.  The Commitment
Fee and the Deposit Fee shall be otherwise non-refundable.


	


			Facility Fee:	0.50% per annum on the unused portion of the Revolving Credit
facility.  This fee shall be calculated on the basis of a 360 day year for
the actual number of days elapsed and will be payable quarterly in
arrears.


			


			Closing Fee: 	1.0% of the Total Financing ($220,000).  Any unused portion of the
Deposit Fee as set forth above and in the transmittal letter
accompanying this proposal and the Commitment Fee shall be credited
to the Closing Fee, which shall be payable on the closing date.


			


	Collateral


			Management Fee:	$6,250 per month (audits are an additional $750 per person-day plus
expenses) to be paid by Borrower.


	


			Prepayment Fee:	1.5% of the Total Financing if prepaid within one year, 1% of the Total
Financing in years 2 and 3, and 0.75% of the Total Financing
thereafter.


	


			Expenses:	All expenses including reasonable legal, accounting, appraisal, audit,
searches and the filing and recording of UCC filings and other security
interests, and any other expenses in reference to structuring,
documenting, closing, monitoring or enforcing the agreements shall be
for the account of the Borrower.





Conditions 


Precedent:		Including, but not limited to, the following:


		


			No material adverse change in the condition, financial or otherwise, operations,
properties, assets, nature of assets or prospects of the Borrower.


		


			No material threatened or pending litigation or material contingent obligations.


		


			Satisfactory documentation and satisfactory legal review of all
documentation.  Subordination agreements satisfactory in
form and substance to the Agent and its counsel.


		


			Satisfactory legal opinions


		


			Satisfactory review of the Borrower's books, records and monthly &
annual financial projections & assumptions showing the
ability to service the proposed financing, satisfactory trade
references and satisfactory representations of the Borrower's
Year 2000 readiness. 


		


			With respect to the Term Loan, the Bank will require the Borrower
to obtain interest rate protection for at least one half of the
Term Loan, in form and substance satisfactory to the Bank.


		


			Evidence that all actions necessary or, in the opinion of the Agent,
desirable, to perfect and protect the security interests of the
Agent have been taken.


		


			Satisfactory review by the Agent of all material agreements
including, but not limited to, any purchase and sale
agreement(s), the asset purchase and other documentation
governing DSSI's acquisition, related documentation
specifying Seller's representations and warranties, and
material contracts, licenses, permits, etc. necessary to the
operation of Borrower's business.


		


			Satisfactory field examination to be completed by examiners selected
by Agent.  Satisfactory environmental assessment on
properties and plants by a firm mutually agreed upon which
would be engaged by the Agent. 


		


			The Borrower will have a minimum revolving credit availability of
$3,000,000 at closing after giving effect to fees, expenses,
and subtraction of trade payables 60 days or more past due.
Such availability to be evidenced by a Borrowing Base
Certificate satisfactory to the Agent.


		


			Borrower will be allowed to repay a $750,000 note extended by RBB
Bank Aktiengesellschaft ("RBB") which is due in full on
12/31/00, to the extent of the amount which at closing would
exceed $3,500,000. RBB's $3MM bridge loan to the
Company to help finance the acquisition of DSSI and any
remaining balance of the $750M note may be repaid from the
proceeds of a private placement of new subdebt or equity.


		


			Evidence that Borrower is in compliance with all pertinent Federal,
State and local regulations including, but not limited to, those
with respect to EPA, OSHA and ERISA.


		


			Customer Remittances:  All customers shall be directed to make
remittances to a lockbox or blocked account approved and
controlled by Agent.  Customer remittances shall be credited
to the Borrower's account one (1) business day following the
business day PNC receives such remittance via wire transfer
or electronic depository check.





		Covenants:	Including but not limited to maintenance of corporate existence,
payment on indebtedness and taxes when due, financial reporting
requirements (to include monthly internal and annual audited
financial statements of the Borrower, quarterly financial statements,
monthly accounts receivable and accounts payable agings, monthly
inventory designations, and monthly Borrowing Base certificates),
delivery of certificate of non-default, limitation on dividends and
stock repurchases, limitation on capital expenditures, restriction and
quality standards with respect to investments, limitation on other
debt, limitation on other liens or guaranties, limitation on change of
control, no change in nature of business, limitations on mergers or
acquisitions, no change in fiscal year, no additional subsidiaries,
limitation on sale of assets. Loan documentation will contain
language requiring the Borrower to represent, warrant and
demonstrate that its computer systems are "Year 2000" compliant. 


		


			Financial covenants will be based on a minimum tangible net worth
and a fixed charge coverage test defined as EBITDA less non-financed capital expenditures and cash taxes paid divided by the sum
of interest and principal on all indebtedness, and a mandatory 50%
annual cash-flow recapture applied to the Term Loan in inverse order.


		


			To the extent the $3,750M of RBB loans are paid out of proceeds of
new subdebt or equity, the permitted unfinanced CapEx shall be
increased by one-half of that amount in the year the proceeds are
received and by one-half of that amount in the following year.


		


		


Representations 


		and Warranties:	Borrower will make such representations and warranties as may be
appropriate in the Agent's judgment in light of the proposed
transaction and the general circumstances of the Borrower.


		


		Events of Default:	Appropriate events of default, including but not limited, to the
following:





					1)	Any non-payment when due of interest and/or principal of
any advance, loan or drawing under the Credit Facilities, or
any fee thereunder.  Payment defaults to include violation of
the borrowing base.





					2)	Any breach in any material respect of any representation or
warranty when made.





					3)	Any violation in any respect of any affirmative or negative
covenant.





					4)	Any of the security interests or liens granted by the Collateral
Documents ceases to be valid, binding and enforceable first
priority security interest.


					5)	Any default related to other material indebtedness by the
Borrower which has continued beyond the grace period or for
a period of time sufficient to permit the acceleration of such
indebtedness.


					6)	Any bankruptcy, insolvency, attachment, receivership or
similar proceeding shall be instituted by or against the
Borrower.





					7)	Any judgments in the aggregate for the payment of money in
excess of $250,000 shall be rendered against the Borrower
unless the same shall be contested in good faith, and the
Borrower establishes reserves satisfactory to the Agent.





Governing Law:	New York 





Miscellaneous:	Satisfactory consent to jurisdiction provision.  Waiver of jury trial.