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
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.
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 Marc