EXHIBIT 10.3


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 100,000 Shares of Common Stock of

                     PERMA-FIX ENVIRONMENTAL SERVICES, INC.

      THIS COMMON STOCK PURCHASE  WARRANT (the  "WARRANT")  CERTIFIES  that, for
value received, R. Keith Fetter (the "HOLDER"),  is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after  the date of  issuance  of this  Warrant  (the  "INITIAL
EXERCISE DATE") and on or prior to the third anniversary of the Initial Exercise
Date (the "TERMINATION DATE") but not thereafter,  to subscribe for and purchase
from  Perma-Fix  Environmental  Services,  Inc.,  a  Delaware  corporation  (the
"COMPANY"),  up to 100,000  shares (the "WARRANT  SHARES") of Common Stock,  par
value $0.001 per share, of the Company (the "COMMON STOCK").  The purchase price
of one share of Common Stock (the "EXERCISE  PRICE") under this Warrant shall be
$2.92,  subject to adjustment  hereunder.  The Exercise  Price and the number of
Warrant  Shares  for  which the  Warrant  is  exercisable  shall be  subject  to
adjustment as provided herein.

      TITLE TO WARRANT.  Prior to the Termination Date and subject to compliance
with applicable laws and Section 7 of this Warrant,  this Warrant and all rights
hereunder are transferable,  in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized  attorney,  upon surrender
of this  Warrant  together  with the  Assignment  Form annexed  hereto  properly
endorsed.  The transferee shall sign an investment  letter in form and substance
reasonably satisfactory to the Company.


                                       1



      1.  AUTHORIZATION OF SHARES. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights  represented by this Warrant,
be duly authorized,  validly issued,  fully paid and nonassessable and free from
all taxes,  liens and charges in respect of the issue thereof  (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

      2. EXERCISE OF WARRANT.

            (a) Exercise of the purchase rights  represented by this Warrant may
      be made at any time or times on or after the Initial  Exercise Date and on
      or before  the  Termination  Date by  delivery  to the  Company  of a duly
      executed  facsimile copy of the Notice of Exercise Form annexed hereto (or
      such other  office or agency of the Company as it may  designate by notice
      in  writing  to the  registered  Holder  at the  address  of  such  Holder
      appearing  on the  books  of the  Company);  PROVIDED,  HOWEVER,  within 5
      Trading  Days of the date said  Notice of  Exercise  is  delivered  to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received payment of the aggregate Exercise Price of
      the shares thereby  purchased by wire transfer or cashier's check drawn on
      a United States bank. Certificates for shares purchased hereunder shall be
      delivered  to the Holder  within the earlier of (i) 15 Trading  Days after
      the date on which the  Notice of  Exercise  shall have been  delivered  by
      facsimile copy or (ii) 10 Trading Days from the delivery to the Company of
      the Notice of Exercise Form by facsimile  copy,  surrender of this Warrant
      and payment of the aggregate  Exercise Price as set forth above  ("WARRANT
      SHARE DELIVERY DATE"); PROVIDED,  HOWEVER, in the event the Warrant is not
      surrendered or the aggregate Exercise Price is not received by the Company
      within 15  Trading  Days  after the date on which the  Notice of  Exercise
      shall be delivered by facsimile  copy,  the Warrant  Share  Delivery  Date
      shall be extended  to the extent  such 15 Trading Day period is  exceeded.
      This  Warrant  shall be deemed to have been  exercised on the later of the
      date the Notice of Exercise is delivered to the Company by facsimile  copy
      and the date the Exercise  Price is received by the  Company.  The Warrant
      Shares shall be deemed to have been issued, and Holder or any other person
      so  designated to be named therein shall be deemed to have become a holder
      of record of such shares for all purposes,  as of the date the Warrant has
      been  exercised  by payment to the Company of the  Exercise  Price and all
      taxes  required  to be paid by the Holder,  if any,  pursuant to Section 5
      prior to the issuance of such shares, have been paid. If the Company fails
      to deliver to the Holder a certificate or  certificates  representing  the
      Warrant Shares pursuant to this Section 3(a) by the fifteenth  Trading Day
      following the Warrant Share Delivery  Date,  then the Holder will have the
      right to rescind such exercise.

            (b) If this Warrant shall have been  exercised in part,  the Company
      shall,  at the  time  of  delivery  of  the  certificate  or  certificates
      representing  Warrant Shares,  deliver to Holder a new Warrant  evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this  Warrant,  which  new  Warrant  shall  in all  other  respects  be
      identical with this Warrant.


                                       2



            (c) The Holder  shall not have the right to exercise  any portion of
      this Warrant,  pursuant to Section 3(a) or  otherwise,  to the extent that
      after giving effect to such issuance after exercise,  the Holder (together
      with the Holder's  affiliates),  as set forth on the applicable  Notice of
      Exercise,  would  beneficially  own in  excess  of 4.99% of the  number of
      shares of the Common Stock outstanding  immediately after giving effect to
      such  issuance.  For  purposes of the  foregoing  sentence,  the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      shall include the number of shares of Common Stock  issuable upon exercise
      of this Warrant with respect to which the  determination  of such sentence
      is being  made,  but shall  exclude  the number of shares of Common  Stock
      which would be issuable upon (A) exercise of the  remaining,  nonexercised
      portion  of this  Warrant  beneficially  owned by the Holder or any of its
      affiliates   and  (B)  exercise  or  conversion  of  the   unexercised  or
      nonconverted  portion of any other  securities of the Company  (including,
      without  limitation,  any  other  Warrants)  subject  to a  limitation  on
      conversion  or  exercise  analogous  to the  limitation  contained  herein
      beneficially  owned by the Holder or any of its affiliates.  Except as set
      forth in the  preceding  sentence,  for  purposes  of this  Section  3(c),
      beneficial  ownership shall be calculated in accordance with Section 13(d)
      of the Exchange  Act, it being  acknowledge  by Holder that the Company is
      not  representing  to Holder that such  calculation is in compliance  with
      Section  13(d) of the Exchange Act, and Holder is solely  responsible  for
      any schedules required to be filed in accordance therewith.  To the extent
      that  the  limitation   contained  in  this  Section  3(c)  applies,   the
      determination of whether this Warrant is exercisable (in relation to other
      securities  owned by the Holder) and of which a portion of this Warrant is
      exercisable  shall  be in the  sole  discretion  of such  Holder,  and the
      submission  of a Notice of  Exercise  shall be deemed to be such  Holder's
      determination of whether this Warrant is exercisable (in relation to other
      securities  owned by such Holder) and of which  portion of this Warrant is
      exercisable, in each case subject to such aggregate percentage limitation,
      and the Company shall have no obligation to verify or confirm the accuracy
      of such  determination.  For purposes of this Section 3(c), in determining
      the number of outstanding  shares of Common Stock,  the Holder may rely on
      the number of  outstanding  shares of Common Stock as reflected in (x) the
      Company's  most recent  Form 10-Q or Form 10-K,  as the case may be, (y) a
      more recent public  announcement by the Company or (z) any other notice by
      the Company or the  Company's  Transfer  Agent setting forth the number of
      shares of Common  Stock  outstanding.  Upon the written or oral request of
      the Holder,  the Company shall within 3 Trading Days confirm orally and in
      writing  to  the  Holder  the  number  of  shares  of  Common  Stock  then
      outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined  after giving effect to the  conversion or exercise of
      securities of the Company,  including  this Warrant,  by the Holder or its
      affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported.


                                       3


            (d)  Subject  to the  provisions  of this  Section  3, if after  the
      Effective Date, the Closing Price for each of twenty  consecutive  Trading
      Days (the  "MEASUREMENT  PERIOD",  which period  shall not have  commenced
      until after the Effective  Date)  exceeds $6.00 per share (the  "THRESHOLD
      PRICE"), subject to adjustment for reverse and forward stock splits, stock
      dividends, stock combinations and other similar transactions of the Common
      Stock that occur after the Initial  Exercise  Date,  then the Company may,
      within two Trading Days of such period,  call for  cancellation  of all or
      any portion of this  Warrant  for which a Notice of  Exercise  has not yet
      been delivered (such right, a "CALL"). To exercise this right, the Company
      must  deliver  to the  Holder  an  irrevocable  written  notice  (a  "CALL
      NOTICE"),  indicating  therein the portion of unexercised  portion of this
      Warrant to which such notice  applies.  If the  conditions set forth below
      for such  Call are  satisfied  from the  period  from the date of the Call
      Notice  through and including the Call Date (as defined  below),  then any
      portion of this Warrant  subject to such Call Notice for which a Notice of
      Exercise  shall not have been received from and after the date of the Call
      Notice will be  cancelled  at 6:30 p.m.  (New York City time) on the tenth
      Trading Day after the date the Call Notice is received by the Holder (such
      date, the "CALL DATE").  Any unexercised  portion of this Warrant to which
      the Call Notice does not pertain will be  unaffected  by such Call Notice.
      In  furtherance  thereof,  the Company  covenants  and agrees that it will
      honor all Notices of Exercise with respect to Warrant  Shares subject to a
      Call Notice that are tendered from the time of delivery of the Call Notice
      through 6:30 p.m. (New York City time) on the Call Date. The parties agree
      that any Notice of Exercise delivered  following a Call Notice shall first
      reduce to zero the number of Warrant  Shares  subject to such Call  Notice
      prior to reducing the  remaining  Warrant  Shares  available  for purchase
      under this  Warrant.  For  example,  if (x) this  Warrant then permits the
      Holder to acquire 100  Warrant  Shares,  (y) a Call Notice  pertains to 75
      Warrant  Shares,  and (z) prior to 6:30 p.m.  (New York City  time) on the
      Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant
      Shares,  then (1) on the Call Date the right under this Warrant to acquire
      25 Warrant Shares will be automatically cancelled, (2) the Company, in the
      time and  manner  required  under  this  Warrant,  will  have  issued  and
      delivered  to the  Holder 50 Warrant  Shares in  respect of the  exercises
      following  receipt of the Call Notice,  and (3) the Holder may,  until the
      Termination Date,  exercise this Warrant for 25 Warrant Shares (subject to
      adjustment  as herein  provided and subject to subsequent  Call  Notices).
      Subject  again to the  provisions  of this Section  3(d),  the Company may
      deliver  subsequent Call Notices for any portion of this Warrant for which
      the Holder shall not have delivered a Notice of Exercise.

      3.  NO  FRACTIONAL   SHARES  OR  SCRIP.  No  fractional  shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

      4.  CHARGES,  TAXES AND  EXPENSES.  Issuance of  certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  PROVIDED,  HOWEVER,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

      5. CLOSING OF BOOKS.  The Company will not close its stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.


                                       4



      6. TRANSFER, DIVISION AND COMBINATION.

            (a) Subject to compliance  with any applicable  securities  laws and
      the conditions  set forth in Sections 1 and 7(e) hereof,  this Warrant and
      all rights hereunder are transferable, in whole or in part, upon surrender
      of this Warrant at the  principal  office of the Company,  together with a
      written  assignment  of this Warrant  substantially  in the form  attached
      hereto  duly  executed  by the Holder or its agent or  attorney  and funds
      sufficient  to pay any  transfer  taxes  payable  upon the  making of such
      transfer.  Promptly  following  such  surrender  and,  if  required,  such
      payment,  the Company  shall execute and deliver a new Warrant or Warrants
      in the  name of the  assignee  or  assignees  and in the  denomination  or
      denominations specified in such instrument of assignment,  and shall issue
      to the assignor a new Warrant  evidencing  the portion of this Warrant not
      so assigned,  and this Warrant shall promptly be cancelled.  A Warrant, if
      properly  assigned,  may be  exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant issued.

            (b) This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company,  together with
      a written  notice  specifying  the names  and  denominations  in which new
      Warrants are to be issued,  signed by the Holder or its agent or attorney.
      Subject to compliance  with Section 7(a), as to any transfer  which may be
      involved in such  division or  combination,  the Company shall execute and
      deliver a new Warrant or Warrants in exchange  for the Warrant or Warrants
      to be divided or combined in accordance with such notice.

            (c) The Company shall prepare,  issue and deliver at its own expense
      (other than transfer taxes) the new Warrant or Warrants under this Section
      7.

            (d) The Company agrees to maintain,  at its aforesaid office,  books
      for the registration and the registration of transfer of the Warrants.

            (e) If, at the time of the  surrender of this Warrant in  connection
      with any transfer of this Warrant,  the transfer of this Warrant shall not
      be registered  pursuant to an effective  registration  statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant,  as the case may be,  furnish to the
      Company a written  opinion of  counsel  (which  opinion  shall be in form,
      substance  and scope  customary  for  opinions  of counsel  in  comparable
      transactions)  to the  effect  that  such  transfer  may be  made  without
      registration   under  the  Securities  Act  and  under   applicable  state
      securities or blue sky laws,  (ii) that the holder or  transferee  execute
      and  deliver to the  Company an  investment  letter in form and  substance
      acceptable to the Company and (iii) that the  transferee be an "accredited
      investor" as defined in Rule 501(a)(1),  (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.


                                       5



      7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise  hereof.  The Warrant  Shares shall be deemed to have been
issued,  and Holder or any other person so  designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes,  as
of the close of business  on the date the  Warrant  shall be deemed to have been
exercised pursuant to Section 3 and all taxes required to be paid by the Holder,
if any,  pursuant to Section 5 prior to the issuance of such  shares,  have been
paid.

      8.  LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION  OF  WARRANT.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the Warrant  Shares,  and in case of loss,  theft,  or
destruction of indemnity or security  reasonably  satisfactory to it (which,  in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

      9. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

      10.  ADJUSTMENTS  OF EXERCISE  PRICE AND NUMBER OF WARRANT  SHARES;  STOCK
SPLITS, ETC. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock,  or  (iv)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or
other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares or other  securities  of the  Company  that are  purchasable
pursuant hereto  immediately after such adjustment.  An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.


                                       6



      11. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION
OF ASSETS.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of its property,  assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("OTHER PROPERTY"),  are to be received by or distributed
to the holders of Common  Stock of the  Company,  then the Holder shall have the
right thereafter to receive. upon exercise of this Warrant, the number of shares
of Common Stock of the successor or acquiring  corporation or of the Company, if
it is the surviving  corporation,  and Other  Property  receivable  upon or as a
result  of  such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of assets by a Holder of the  number of shares of Common  Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall expressly  assume the due and punctual  observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate  (as  determined  in good  faith by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable  which shall
be as nearly  equivalent as practicable to the adjustments  provided for in this
Section 12. For purposes of this Section 12,  "common  stock of the successor or
acquiring  corporation"  shall  include stock of such  corporation  of any class
which is not  preferred  as to dividends or assets over any other class of stock
of such  corporation  and which is not  subject  to  redemption  and shall  also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock,  either  immediately or
upon the arrival of a specified  date or the happening of a specified  event and
any warrants or other rights to  subscribe  for or purchase any such stock.  The
foregoing  provisions  of this Section 12 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

      12.  VOLUNTARY  ADJUSTMENT  BY THE  COMPANY.  The  Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

      13. NOTICE OF ADJUSTMENT.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof to the  Holder,  which  notice  shall  state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

      14. NOTICE OF CORPORATE ACTION. If at any time:

            (a) the  Company  shall  take a record of the  holders of its Common
      Stock for the  purpose of  entitling  them to receive a dividend  or other
      distribution,  or any right to subscribe  for or purchase any evidences of
      its indebtedness, any shares of stock of any class or any other securities
      or property, or to receive any other right, or


                                       7



            (b) there shall be any capital  reorganization  of the Company,  any
      reclassification  or  recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale,  transfer
      or other disposition of all or substantially  all the property,  assets or
      business of the Company to, another corporation or,

            (c)  there  shall  be  a  voluntary  or   involuntary   dissolution,
      liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 10 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(c).

      15.  AUTHORIZED  SHARES.  The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

      Except  and to the extent as waived or  consented  to by the  Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.


                                       8



      Before taking any action which would result in an adjustment in the number
of Warrant  Shares for which this  Warrant  is  exercisable  or in the  Exercise
Price, the Company shall obtain all such  authorizations or exemptions  thereof,
or consents  thereto,  as may be necessary  from any public  regulatory  body or
bodies having jurisdiction thereof.

      16. MISCELLANEOUS.

            (a)  RESTRICTIONS.  The Holder  acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant,  if not registered,  will have
      restrictions upon resale imposed by state and federal securities laws.

            (b)  NONWAIVER  AND  EXPENSES.  No course of dealing or any delay or
      failure  to  exercise  any right  hereunder  on the part of  Holder  shall
      operate as a waiver of such right or otherwise  prejudice Holder's rights,
      powers or remedies,  notwithstanding all rights hereunder terminate on the
      Termination  Date. If the Company  willfully and knowingly fails to comply
      with any provision of this Warrant,  which results in any material damages
      to the Holder,  the Company  shall pay to Holder such  amounts as shall be
      sufficient to cover any costs and expenses including,  but not limited to,
      reasonable  attorneys'  fees,  including  those of appellate  proceedings,
      incurred by Holder in  collecting  any amounts due  pursuant  hereto or in
      otherwise  enforcing  any of its  rights,  powers  or  remedies  hereunder
      (excluding any lost profits, incidental or consequential damages).

            (c)  NOTICES.  Any  and  all  notices  or  other  communications  or
      deliveries  required or  permitted  to be provided  hereunder  shall be in
      writing and shall be deemed given and effective on the earliest of (a) the
      date of  transmission,  if such notice or  communication  is delivered via
      facsimile  at the  facsimile  number  set  forth  on the  signature  pages
      attached  hereto prior to 6:30 p.m. (New York City time) on a Trading Day,
      (b) the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on the signature  pages attached hereto on a day that is not a Trading Day
      or later than 6:30 p.m.  (New York City time) on any Trading  Day, (c) the
      second  Trading  Day  following  the  date  of  mailing,  if  sent by U.S.
      nationally  recognized  overnight  courier  service,  or (d)  upon  actual
      receipt  by the party to whom such  notice is  required  to be given.  The
      address for such notices and  communications  shall be as set forth on the
      signature pages attached hereto.

            (d) LIMITATION OF LIABILITY.  No provision hereof, in the absence of
      any  affirmative  action by Holder to  exercise  this  Warrant or purchase
      Warrant Shares,  and no enumeration  herein of the rights or privileges of
      Holder,  shall give rise to any liability of Holder for the purchase price
      of any Common  Stock or as a  stockholder  of the  Company,  whether  such
      liability is asserted by the Company or by creditors of the Company.


                                       9



            (e) REMEDIES.  Holder, in addition to being entitled to exercise all
      rights granted by law, including recovery of damages,  will be entitled to
      specific  performance of its rights under this Warrant. The Company agrees
      that  monetary  damages  would not be adequate  compensation  for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific  performance
      that a remedy at law would be adequate.

            (f) SUCCESSORS AND ASSIGNS.  Subject to applicable  securities laws,
      this Warrant and the rights and obligations  evidenced  hereby shall inure
      to the benefit of and be binding  upon the  successors  of the Company and
      the  successors  and permitted  assigns of Holder.  The provisions of this
      Warrant are  intended  to be for the  benefit of all Holders  from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

            (g)  AMENDMENT.  This  Warrant  may be  modified  or  amended or the
      provisions  hereof waived with the written  consent of the Company and the
      Holder.

            (h) SEVERABILITY.  Wherever possible, each provision of this Warrant
      shall be  interpreted  in such manner as to be  effective  and valid under
      applicable  law, but if any  provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such  prohibition or invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

            (a)  HEADINGS.  The  headings  used  in  this  Warrant  are  for the
      convenience of reference only and shall not, for any purpose,  be deemed a
      part of this Warrant.

      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  March 16, 2004

                                PERMA-FIX ENVIRONMENTAL SERVICES, INC.

                                By: /S/ DR. LOUIS F. CENTOFANTI
                                    -----------------------------------------
                                    Name: Dr. Louis F. Centofanti
                                    Title: Chairman of the Board
                                           Chief Executive Officer



                                       10



                               NOTICE OF EXERCISE

To: Perma-Fix Environmental Services, Inc.

      (1) The undersigned  hereby elects to purchase  ________ Warrant Shares of
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

      (2) Payment shall take the form of (check applicable box):

            [ ] a cashier's check drawn on a United States bank; or

            [ ] a wire transfer.

      (3) Please issue a certificate or certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

                         ______________________________


The Warrant Shares shall be delivered to the following:

                         ______________________________

                         ______________________________

                         ______________________________


      (4) ACCREDITED  INVESTOR.  The undersigned is an "accredited  investor" as
defined in Regulation D under the Securities Act of 1933, as amended.

                                    [PURCHASER]


                                    By: ______________________________
                                    Name:
                                    Title:

                                    Dated:  ________________________





                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.

                 Do not use this form to exercise the warrant.)

      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby  assigned  to  _______________________________________________  whose
address is _______________________________________________________________.


_________________________________________________________________________


                                    Dated:  ______________, _______


                Holder's Signature: _____________________________

                Holder's Address: _______________________________

                                  _______________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.