THE WARRANT ("WARRANT") REFERENCED HEREIN AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER
OF A REGISTRATION STATEMENT UNDER THE 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 THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH
SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Amendment to Warrants for the Purchase of Shares of Common Stock
_______________________________________________________________
WHEREAS, in January 1996, PERMA-FIX ENVIRONMENTAL SERVICES,
INC. (the "Company"), a Delaware corporation, issued Warrant No. 1-
9-96 ("Carey Warrant") to J. P. CAREY ENTERPRISES, INC., or any
permitted assignee thereof (the "Carey"), for the purchase of up to
one hundred ninety-five thousand (195,000) fully paid and
nonassessable shares of common stock, $.001 par value, of the
Company (the "Common Stock"), at a purchase price of $0.73 per
share. Under the terms of the Carey Warrant, on or about January
5, 1998, Carey assigned various portions of the Carey Warrant to
enable John C. Canouse, James P. Canouse, Jeffrey M. Canouse and
Joseph C. Canouse, shareholders of Carey, to purchase 39,000,
39,000, 39,000 and 78,000 shares thereunder, respectively. To
reflect this assignment, Warrant No. 1-9-96a for 39,000 shares of
Common Stock was issued to John C. Canouse, Warrant No. 1-9-96b for
39,000 shares of Common Stock was issued to James P. Canouse,
Warrant No. 1-9-96c for 39,000 shares of Common Stock was issued to
Jeffrey M. Canouse, and Warrant No. 1-9-96d for 78,000 shares of
Common Stock was issued to Joseph C. Canouse;
WHEREAS, on March 6, 1998, Jeffrey M. Canouse purchased 10,000
shares of Common Stock through the partial exercise of Warrant No.
1-9-96c for 39,000 shares of Common Stock and on March 9, 1998,
Jeffrey M. Canouse was issued Warrant No. 1-9-96c/1 to reflect the
remaining 29,000 shares of Common Stock available for issuance
thereunder;
WHEREAS, on February 2, 1999, John C. Canouse purchased 15,000
shares of Common Stock through the partial exercise of Warrant No.
1-9-96a for 39,000 shares of Common Stock and on February 5, 1999,
John C. Canouse was issued Warrant No. 1-9-96a1 to reflect the
remaining 24,000 shares of Common Stock available for issuance
thereunder;
WHEREAS, this Amendment to Warrants for the Purchase of Shares
of Common Stock (the "Amendment") is being made to incorporate into
Warrant No. 1-9-96a1, Warrant No. 1-9-96b and Warrant No. 1-9-
96c/1 (collectively, the "Amended Warrants") a provision to allow
the holder thereof to exercise the Amended Warrants, in part or in
whole, on a cashless basis, allowing the holder to deliver to the
Company "in the money" Amended Warrants held by such holder as
payment for the exercise of other Amended Warrants held by such
holder.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. Amendment. Each of the Amended Warrants is hereby
amended by inserting the following provision designated
as Section 1.1
1.1 Cashless Exercise of Warrant. As an alternative to
Section 1, herein, this Warrant may be exercised, as a
whole at any one time or in part from time to time during
the Exercise Period, by the Holder by the surrender of
this Warrant (with the subscription form at the end
hereof duly executed by the Holder) at the address set
forth in Section 9 hereof, together with payment in the
manner hereinafter set forth, of an amount equal to the
Warrant Price in effect at the date of such exercise
multiplied by the total number of Warrant Shares to be
purchased upon such exercise. Payment for Warrant Shares
shall be made by Holder's written direction to the
Company to retain as the aggregate Warrant Price (for the
Warrant Shares being purchased that number of the Warrant
Shares (rounded upward to next highest full Share) being
purchased which have an aggregate value equal to the
aggregate Warrant Price. Such Warrant Shares shall be
valued for such purposes at the highest closing price of
the Company's Common Stock in the principal market in
which the Company's Common Stock trade for a five day
period consisting of the trading day preceding the date
on which this Warrant and the Purchase Form are delivered
to the Company plus the four preceding trading days.
2. Applicable Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of
Delaware, without giving effect to the principles of
conflicts of law thereof.
THE NEXT PAGE IS THE SIGNATURE PAGE
THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK
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IN WITNESS WHEREOF, this Amendment has been signed by the
parties hereto this ____ day of _________, 1999.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
___________________________ ______________________________
John C. Canouse James P. Canouse
___________________________
Jeffrey M. Canouse
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