THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("SECURITIES ACT"), IN RELIANCE ON AN EXCEPTION CONTAINED IN THE
SECURITIES ACT. THIS NOTE MAY ONLY BE TRANSFERRED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS UNLESS THERE IS FURNISHED TO THE
BUYER AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO
BUYER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS
NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN STOCK
PURCHASE AGREEMENT DATED MAY 16, 2000 BETWEEN THE MAKER AND THE
PAYEE OF THIS NOTE, AS AMENDED BY THE FIRST AMENDMENT TO STOCK
PURCHASE AGREEMENT BETWEEN MAKER AND PAYEE.
$2,500,000 Denver,
Colorado
August 31, 2000
GUARANTEED
PROMISSORY NOTE
1. FOR VALUE RECEIVED, the undersigned, Perma-Fix Environmental
Services, Inc. a Delaware corporation ("Maker"), hereby promises
to pay to the order of Waste Management Holdings, Inc., a
Delaware corporation, its successors and assigns, ("Holder") the
principal sum of two million five hundred thousand U.S. dollars
($2,500,000), with interest thereon from and including the date
hereof at the rate hereinafter set forth.
The principal amount of $2,500,000 shall be due and payable
on the earlier of (i) December 31, 2000 or (ii) the business day
before the date that the Maker acquires all or substantially all
of the outstanding capital stock or assets of another entity
after the date of this Note (the "Maturity Date").
2. Interest. The rate of interest payable hereunder shall be
eleven and one quarter percent (11.25%) per annum. Interest
shall be computed on the basis of a year of 365 or 366 days, as
applicable, and actual number of days elapsed. Interest shall be
due and payable annually on each anniversary date hereof
3. Default Interest. The amount of all principal and (to
the extent permitted by then applicable law) all interest which
is not paid when due (whether as set forth above or by
acceleration) shall bear interest, from the time such amount
becomes due until payment of the amount in default is paid in
full, at rate which is equal to the lesser of seventeen and one
quarter percent (17.25%) per annum, or the maximum rate of
interest permitted by then applicable law.
3. Payments. Maker shall make any payments hereunder to Holder
at the address set forth below or such other address as Holder
shall designate in writing addressed to Maker. All payments
hereunder shall first be applied to unpaid accrued interest and
the balance, if any, to principal. If, however, the Holder has
incurred costs and expenses of collection, as described below, in
enforcing this Note, such payments shall first be applied
thereto.
4. Prepayment. Maker may prepay the principal amount
outstanding under this Note in whole or in part at any time or
from time to time without penalty, notice, or bonus. All
prepayments received shall be applied first in satisfaction of
any accrued but unpaid interest and then against all remaining
principal.
5. Guaranty. The payment and performance of all of Maker's
obligations hereunder shall be guaranteed on a non-recourse basis
by Diversified Scientific Services, Inc., by its execution of the
form of guaranty attached hereto as Exhibit A.
6. Costs of Collection. Should the indebtedness represented by
this Note or any part thereof be enforced or collected at law or
in equity or through any bankruptcy, receivership, probate, or
other court proceedings, or if this Note is placed in the hands
of attorneys for collection after default, Maker agrees to pay to
Holder, in addition to the principal and interest due and payable
hereon and to the full extent permitted by law, all reasonable
attorneys' fees and costs of collection
7. Setoff. This note is not subject to setoff.
8. Events of and Remedies for Default. The occurrence of
any of the following events shall constitute a default under this
Note:
(a) default in the payment of any interest or principal
installment when due of the Maker to Holder under this Note and
such is not cured within ten(10) days from the date of such
default;
(b) termination of existence, suspension or discontinuance of
business, or business failure of or by Maker;
(c) issuance of any injunction, restraining or other order with
respect to any material aspect of the business of Maker, or levy
on or attachment of any funds or other property, real or
personal, of Maker, if, in each case, the same has a material
effect on the ability of Maker to make payments under this Note
and the same is not dismissed, discharged, released, satisfied or
vacated within a period of thirty (30) days;
(d) appointment of a receiver, trustee, custodian or similar
official, for Maker;
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(e) conveyance of substantially all of the assets of the Maker
to a trust mortgagee or liquidating agent or assignment for the
benefit of creditors by Maker;
(f) commencement of any proceeding under any law of any juris-
diction, now or hereafter in force, relating to bankruptcy,
dissolution, or reorganization, to the relief of debtors by or
against Maker, if such proceeding is involuntary and is not set
aside within ninety (90) days from the filing of such involuntary
proceeding or immediately if such proceeding is voluntary;
Upon any default described in paragraph (f) above, this Note
shall automatically become due and payable, in such case without
notice or demand. In addition, the Holder shall have all other
rights and remedies under the laws as then in effect in Delaware,
and may proceed with any remedy provided for thereby or in this
Note.
9. Waivers. Maker, to the fullest extent permitted by
applicable law, expressly waives presentment, protest, demand,
notice of dishonor, or default and all exemptions in connection
with delivery, acceptance, performance, default, or enforcement
of or under this Note or any guaranty of this Note. No renewal
or extension of this Note, no release or surrender of any
collateral or other security for this Note or any guaranty of
this Note, no release of any person, primarily or secondarily
liable on this Note (including any Maker, endorser or guarantor),
no delay in the enforcement of payment of this Note or any
guaranty of this Note, and no delay or omission in exercising any
right or power under this Note or any guaranty of this Note shall
affect the liability of any Maker, endorser or guarantor of this
Note. Maker and each endorser and each guarantor of this Note or
of the indebtedness hereby represented agree to pay to Holder, on
demand, all costs and expenses of collection, including, without
limitation, reasonable attorneys' fees and legal expenses,
incurred by Holder in enforcing this Note, whether or not
litigation is commenced. No failure by Holder to exercise, or
delay by the Holder in exercising, any right or remedy hereunder
shall operate as a waiver thereof or of any other right or remedy
and no single or partial exercise of any right or remedy shall
preclude any other or further exercise thereof or of any other
right or remedy. Acceptance by Holder of any payment after the
maturity of this Note has been accelerated shall not constitute a
waiver of such acceleration.
10. Notices. All notices, requests, demands, consents, and
other communications which are required or may be given under
this Note (collectively, the "Notices") shall be in writing and
shall be given either (a) by personal delivery against a
receipted copy, (b) by facsimile to the following facsimile
numbers, or (c) by certified or registered United States mail,
return receipt requested, postage prepaid, to the following
addresses:
(i) If to Holder, to:
Waste Management Holdings, Inc
1001 Fannin
3
Suite 4000
Houston, TX 77002
Facsimile No.: 713- 209-9711
With a copy to:
William A. Jeffry, Esq.
Burns, Figa & Will, P.C.
6400 S. Fiddlers Green Circle
Suite 1030
Englewood, CO 80111
Facsimile No.: 303-796-2777
(ii) If to Maker to:
Dr. Louis F. Centofanti, President
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, FL 32653
With a copy to:
Irwin H. Steinhorn, Esq.
Conners & Winters, A Professional Corporation
One Leadership Square
211 North Robinson
Suite 1700
Oklahoma City, OK 73102
Facsimile No.: 405-232-2695
or to such other address or notice party of which written notice
in accordance with the provisions hereof shall have been provided
by such party. Notices may only be given in the manner
hereinabove described and shall be deemed received when given in
such manner.
11. Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of Delaware,
without giving effect to conflict of laws principles.
12. Section Headings, Construction. The headings of sections or
paragraphs in this Note are provided for convenience only and
will not affect its construction or interpretation. All words
used in this Note will be construed to be of such gender or
number, as the circumstances require. Unless otherwise expressly
provided, the word "including" (i) does not limit the preceding
words or terms and (ii) is to be ascribed a non-exclusive
meaning.
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13. Time of Essence. With regard to all dates and time periods
set forth or referred to in this Note, time is of the essence.
Dated on the date first set forth above.
MAKER:
Perma-Fix Environmental Services, Inc
By: /s/ Louis Centofanti
__________________________________
Dr. Louis F. Centofanti
President
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