FINANCIAL CONSULTING AGREEMENT
August 6, 1996
Dr. Louis F. Centofanti
President
Perma-Fix Environmental Services, Inc.
1940 N.W. 67th Place, Suite A
Gainesville, FL 32653
Dear Mr. Centofanti:
This Financial Consulting Agreement (the "Agreement") is made
and entered into as of the 6th day of August, 1996, by and among
Perma-Fix Environmental Services, Inc., a Delaware Corporation ("the
Company"), and JW Charles Financial Services, Inc. ("JWC"). The
Company hereby retains JWC for the purpose of providing to the
Company financial consulting services as enumerated herein, and JWC
agrees to be retained to provide such services, pursuant to the
terms and conditions set forth herein.
1. Term. The term of this Agreement will be one (1) year
commencing as of September 1, 1996, subject to earlier termination
by either party upon thirty (30) days notice.
2. Financial Consulting Services. During the term hereof,
JWC agrees to provide financial consulting services to the Company
in the form of (i) evaluating the Company's capital requirements for
funding growth and expansion of the Company's operations; (ii)
advising the Company as to alternative modes and sources of
financing; (iii) analyzing the impact of business decisions,
policies, and practices on the value of the Company's securities;
and (iv) bringing to the attention of the Company possible business
opportunities and evaluating business opportunities generally,
whether or not such opportunities are originated by JWC or others.
Such services will be available to the Company upon written request
made to JWC by the President of the Company. JWC agrees to devote
such time, attention and energy as may be necessary to respond to
proper requests by the Company for services hereunder. Nothing
herein shall be construed, however, to require JWC to provide a
minimum number of hours of service to the Company or to limit the
right of JWC to perform similar services for the benefit of persons
or entities other than the Company.
3. Compensation. JWC shall receive a consulting fee equal
to $12,000.00 per month for each month in the form hereof, payable
monthly in advance. In addition, the Company shall issue to JWC a
warrant entitling JWC or its designees to purchase 450,000 shares,
subject to adjustment (the "Warrant"), of the Company's Common
Stock, par value $.001 per share (the "Common Stock"), at a price
per share of $1.50, subject to adjustment. The Warrant shall be
earned in its entirety by JWC on the signing of the Agreement. The
Company agrees to file, on such forms as the Company's counsel deems
appropriate, Registration Statements with the Securities and
Exchange Commission for the common shares underlying the Warrant on
or before October 1, 1996, and thereafter on one occasion as soon
as practicable after demanded by JWC. The expense of such filings
shall be borne by the Company. the Warrant shall be exercisable on
January 1, 1997, and for a period of three years thereafter.
4. Right of First Refusal. During the term of this
Agreement, JWC shall have a right of first refusal to manage any
public offering or private placement of securities by or for the
Company, any affiliate of the Company or any future affiliate or
subsidiary of the Company, provided, however, that JWC offers terms
comparable to any other underwriter or placement agent.
5. Expenses. The Company shall reimburse JWC for all out-of-
pocket and other expenses reasonably incurred by JWC in connection
with any services provided by JWC under this Agreement.
6. Independent Contractor. JWC and the Company hereby
acknowledge that JWC is an independent contractor. JWC shall not
hold itself out as, nor shall it take any action from which others
might infer that it is a partner or agent of, or joint venture with,
the Company. In addition, JWC shall take no action which binds, or
purports to bind, the Company.
7. Liability of JWC. The Company acknowledges that all
opinions and advice, whether oral or written, given by JWC to the
Company in connection with this Agreement are intended solely for
the benefit and use of the Company in considering the transaction
to which they relate, and the Company agrees that no person or
entity, other than the Company shall be entitled to make use of or
rely upon the advice of JWC to be given hereunder, and no such
opinion or advice shall be used by the Company for any other purpose
or reproduced, disseminated, quoted or referred to by the Company
in communications with third parties at any time, in any manner or
for any purpose, nor may the Company make any public reference to
JWC or use JWC's name in any annual report or any other report or
release of the Company without JWC's prior written consent, except
that the Company may, without JWC's further consent, disclose this
Agreement (but not information provided to the Company by JWC) in
the Company's filings with the Securities and Exchange Commission,
if such disclosure is required by law.
8. Notices. Except as otherwise specifically agreed, all
notices and other communications made under this Agreement shall be
in writing and, when delivered in person or by facsimile
transmission, shall be deemed given on the same day if delivered on
a business day during normal business hours, or on the first
business day following delivery in person or by facsimile outside
normal business hours, or on the date indicated on the return
receipt, if sent registered or certified mail, return receipt
requested. All notices sent hereunder shall be sent to the
representatives of the party to be noticed at the addresses
indicated respectively below, or at such other addresses as the
parties to be noticed may from time to time by the notice hereafter
specify:
If to the Company: Perma-Fix Environmental Services, Inc.
1940 N.W. 67th Place, Suite A
Gainesville, FL 32653
Attn: Dr. Louis F. Centofanti, President
If to JWC: JW Charles Financial Services, Inc.
960 N. Federal Highway, Suite 310
Boca Raton, FL 33432
Facsimile: (407) 358-2827
Attention: Joel Marks, Vice Chairman
9. Entire Agreement. This Agreement and the Finder's
Agreement entered into previously on the date hereof contain the
entire agreement between the parties. All rights provided by this
Agreement and such Finder's Agreement are intended to be separate
and cumulative. This Agreement may not be changed except by
agreement in writing signed by the party against whom enforcement
of any waiver, change, discharge, or modification is sought. Waiver
of or failure to exercise any rights provided by this Agreement in
any respect shall not be deemed a waiver of any further or future
rights.
10. Survival of Representations and Warranties. The
representations, warranties, acknowledgements and separate
agreements of JWC and the Company shall survive the termination of
this Agreement.
11. Governing Law. This Agreement shall be construed
according to the laws of the State of Florida and subject to the
jurisdiction of the courts of said state, without application of the
principles of conflicts of laws.
12. Successors. This Agreement shall be binding upon the
parties, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed or caused
these presents to be executed as of the day and year first above
written.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Louis Centofanti
_________________________________
Name: Louis F. Centofanti
Title: President
JW CHARLES FINANCIAL SERVICES, INC.
By: /s/ Richard A. Dunton
__________________________________
Name: Richard A. Dunton
Title: Vice President
BALL:\N-P\PESI\S-3\EXHIBT99.1