SECOND AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This Second Amendment and Joinder to Loan and Security Agreement (the "Second Amendment") made and entered into as of this 31st day of August, 2000, by and between Perma-Fix Environmental Services, Inc. ("Perma-Fix"), a Florida corporation, and its direct and indirect subsidiaries named on the signature pages hereof, jointly and severally (the "Borrowers"; all references to "Borrowers" shall mean each Borrower and all of the Borrowers, individually and collectively, jointly and severally), and CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation ("Lender"). WITNESSETH: WHEREAS, Lender and certain of the Borrowers entered into a Loan and Security Agreement dated as of January 15, 1998, as amended by a letter agreement dated September 22, 1999, and by that certain Amendment and Joinder to Loan and Security Agreement dated as of May 27, 1999 to which all Borrowers (other than DSSI (as defined below)) are parties thereto (the "Original Loan Agreement"; the Original Loan Agreement, as the same may hereafter be amended, including by this Second Amendment, is hereinafter referred to as the "Loan Agreement"; all capitalized terms used but not defined in this Amendment shall have the respective meanings set forth in the Original Loan Agreement); WHEREAS, Perma-Fix is, inter alia, acquiring all of the issued and outstanding shares of stock of Diversified Scientific Services, Inc., a Tennessee corporation ("DSSI"); WHEREAS, in connection with the foregoing transactions, the Borrowers have requested that Lender consent to such transactions and related transactions, as more fully set forth in this Second Amendment, and agree to extend credit to DSSI under the Loan Agreement; and WHEREAS, in connection with the foregoing, the Lender has required certain terms and conditions of the Original Loan Agreement to be amended and the joinder to the Loan Agreement of DSSI, as more fully set forth hereinbelow. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree that the foregoing recitals are true and correct and incorporated herein, and as follows: I. Amendments to Loan Agreement. As used in this Amendment, all references to sections and headings contained in Section I of this Second Amendment are to those contained in the Original Loan Agreement. The Original Loan Agreement is hereby amended, modified and supplemented as follows: 1. Section 1. "Definitions" is hereby amended by: (a) adding the following definitions: "Intercreditor Agreement" shall mean that certain Intercreditor Agreement dated of even date with the Second Amendment, by and between New Seller and Lender. "New Seller" shall mean Waste Management Holdings, Inc., a Delaware corporation and its successor and assigns. "New Transaction Documents" shall mean, collectively, that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated May 16, 2000, by and among Perma-Fix and New Seller, as amended by that certain First Amendment to Stock Purchase Agreement, dated August 31, 2000, the Seller Notes, the RBB Note, all other agreements of transfer as are referred to therein and all side letters with respect thereto, and all agreements and warrants for the issuance of Perma-Fix common stock entered into on or before the date of the Second Amendment in connection with the RBB Note and all documents, instruments, and agreements executed or delivered in connection therewith, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced. "Purchased Stock" shall mean all of the issued and outstanding shares of DSSI. 2 "RBB Note" shall mean that certain unsecured Promissory Note in the original principal sum of $3,000,000, issued by Perma-Fix to RBB Bank, dated August 29, 2000. "Second Amendment" shall mean the Second Amendment and Joinder to Loan and Security Agreement dated as of August ___, 2000, by and between Lender and Borrowers. "Seller Collateral" shall have the meaning set forth in the Intercreditor Agreement. "Seller Notes" shall mean Seller Note No. 1 and Seller Note No. 2, and all documents, instruments, and agreements relating to either of the foregoing, including, without limitation, that certain Non- Recourse Guaranty of Payment of Promissory Note dated the date of the Seller Notes, made by DSSI in favor of the New Seller. "Seller Note No. 1" shall mean that certain Promissory Note dated August 31, 2000, in the original principal amount of $3,500,000, made by Perma-Fix in favor of New Seller. "Seller Note No. 2" shall mean that certain Guaranteed Promissory Note dated August 31, 2000, in the original principal amount of $2,500,000, made by Perma-Fix in favor of the New Seller. (b) by amending and restating the following definitions: * * * 1.11 "Existing Unencumbered Real Property" shall mean all Real Property of any Borrower not subject of the Mortgages, including the Real Property described on Composite Exhibit "C" to this Agreement (including the supplements thereto annexed to the Amendment and the Second Amendment) owned by Perma-Fix of Memphis, Inc., and Perma-Fix of Ft. Lauderdale, Inc. and Perma-Fix Treatment Services, Inc. located in Tulsa, Oklahoma, respectively, the Real Property described on the supplements to Exhibit "C" annexed to the Amendment and the Second Amendment with respect to Real Property owned by Perma-Fix of Michigan, Inc., Chemical Conservation Corporation, Chemical Conservation of Georgia, Inc., and DSSI (but excluding the Real Property located at Latham Street in Memphis, Tennessee owned by Perma- Fix of Memphis, Inc.; the "Latham Street Property," the Real Property located in Wayne County, Michigan owned by Perma-Fix of Michigan, Inc., but solely to the extent such property is encumbered by the Sullivan Mortgage, and the Real Property located in Orange County, Florida owned by Chemical 3 Conservation Corporation, but solely, to the extent such properties are encumbered by the mortgage by Sun Trust securing the Sun Trust Debt and the Carrier Debt, as replaced by Sun Trust). * * * 1.20 "Maximum Credit" shall mean, on any date of determination, the amount of $12,000,000. * * * "Term Note" or "Renewal Note" shall mean the Renewal Term Note (as defined in the Second Amendment), and all subsequent renewals, amendments, extensions, and supplements thereto. * * * 2.(a) The preamble to Section 5, Grant of Security Interest, is hereby amended and restated as follows: To secure payment and performance of all Obligations, each Borrower, including, DSSI, hereby grants and regrants, as appropriate, to Lender a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Lender as security, the following property and interests in property of such Borrower, whether now owned or hereafter acquired or existing, and wherever located (collectively, the "Collateral"): * * * (b) The Borrowers agree that Section 5.2 is supplemented by the following: ..., including, without limitation, all of Perma- Fix's right, title and interest in, to, and under, the Transaction Documents, and the New Transaction Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller or New Seller, as applicable, and any and all of Perma-Fix's rights to indemnification from the Seller or New Seller, as applicable, or any other person contained therein. Borrowers agree that no provision contained in this Agreement shall impose on Lender any of the obligations or liabilities of Perma- Fix under the Transaction Documents or the New Transaction Documents. In addition, Borrowers hereby indemnify Lender and hold it harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon Lender by Seller or New Seller, as applicable, or any other third party by virtue of Lender's lien on Perma-Fix's right, title and interest in, to, and under the Transaction Documents or the New Transaction Documents. The foregoing shall survive payment of the Obligations in full and 4 termination of the Agreement. Borrowers further acknowledge and agree that following the occurrence of an Event of Default, Lender shall be entitled, at its option, to enforce any and all Perma-Fix's rights and remedies under the Transaction Documents or the New Transaction Documents and/or under applicable law. 3. Section 8, Representations and Warranties, is hereby supplemented by the following: * * * 8.14 Acquisition of Purchased Stock. (a) The New Transaction Documents and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all material respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender), but, in the case of the common stock and warrants issued or to be issued in connection with the RBB Note, subject to certain NASDAQ approvals in connection with the issuance of Perma-Fix common stock of all material conditions precedent set forth therein and giving effect to the terms of the New Transaction Documents and the assignments to be executed and delivered by New Seller thereunder, Perma-Fix acquired and has good and marketable title to the Purchased Stock, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender. (b) All actions and proceedings required by the New Transaction Documents, applicable law or regulation (including, but not limited to, compliance with the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the New Transaction Documents and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the New Transaction Documents. (d) Borrowers have delivered, or caused to be delivered, to Lender true, correct and complete copies of the New Transaction Documents. 5 8.15 Capitalization. All of the issued and outstanding shares of capital stock of DSSI are directly and beneficially owned and held by Perma-Fix and all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender. 4.Section 9.8, Encumbrances is hereby amended by the addition of subsection (g) as follows: . . . ; and (g) the security interests and liens of the New Seller in and to the Seller Collateral of DSSI, but only to the extent permitted under the Intercreditor Agreement. 5. Section 9.9 Indebtedness is hereby supplemented by the following: * * * ; (f) the Seller Notes, the RBB Note, the "RBB Bank Bridge Loan" referred to the letter from Perma-Fix to Lender dated July 25, 2000, and the advances from Perma-Fix to M&EC consented to pursuant to the M&EC Letter (as the foregoing terms are defined in the Second Amendment); provided, that: (i) the principal amount of indebtedness evidenced by the Seller Notes, RBB Note and the aforesaid obligations shall not exceed $3,500,000 in the case of Seller Note No. 1, $2,500,000 in the case of Seller Note No. 2, $3,000,000 in the case of the RBB Note, $750,000 in the case of the RBB Bank Bridge Loan, and $________ in the case of the aforesaid advances to M&EC, less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory in respect thereof, plus interest thereon at the rate provided for in such agreement or instrument as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, make any payments in respect of the Seller Notes or the RBB Note other than regularly scheduled payments of principal and interest in accordance with the terms of such agreement or instrument as in effect on the date hereof, provided, however, at any time after the date of the Second Amendment, if Borrower maintains Excess Availability of at least $5,000,000 for ten consecutive Business Days, it may on the next Business Day prepay Seller Note No. 2 in full; provided, further, that concurrently upon any such prepayment, all liens and security interests of the New Seller in and to the Seller Collateral shall be terminated pursuant to Form UCC-3 Termination Statements and other release and termination documents satisfactory to Lender; (iii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any terms of the Seller Notes or the RBB Note; and (iv) Borrowers shall furnish to Lender all notices, demands or other materials concerning such indebtedness either received by any 6 Borrower or on its behalf, promptly after receipt thereof, or sent by a Borrower or on its behalf, concurrently with the sending thereof, as the case may be. * * * 6.(a) Section 10.1 Events of Default is amended by amending and restating Subsections (i) and (n) in their entireties: * * * (i) any default by Borrowers, or any of them, or any Obligor under any agreement, document or instrument relating to any indebtedness for borrowed money owing to any person other than Lender, or any capitalized lease obligations, contingent indebtedness in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favor of any person other than Lender, in any case in an amount in excess of $100,000, which default continues for more than the applicable cure period, if any, with respect thereto, including, without limitation, under the Subordinated Indebtedness, the Sullivan Mortgage, the RBB Note, or the Seller Notes, or either of them, or any default by Borrowers, or any of them, or any Obligor shall default under any material contract, lease, license or other obligation to any person other than Lender, which default continues for more than the applicable cure period, if any, with respect thereto, including, without limitation, under the other Transaction Documents or New Transaction Documents; * * * (n) any party to the Subordination Agreement or the Intercreditor Agreement shall breach any term thereof, or revoke or contest or attempt to revoke or contest any of the terms or conditions thereof. * * * 7. Exhibit "A", Information Certificate, to the Original Loan Agreement is hereby supplemented with respect to DSSI by Exhibit "A" annexed to this Second Amendment. 8. Schedule 5.2 to the Loan and Security Agreement is hereby supplemented by Exhibit "B" annexed to this Second Amendment. 7 II. Consent. (1) Subject to the terms and conditions of this Second Amendment and all of the Financing Agreements, Borrowers have requested that Lender consent, and Lender hereby consents, to (i) (A) notwithstanding the provisions of Section 9.10 of the Loan Agreement, the acquisition of the Purchased Stock, (B) notwithstanding the provisions of Section 9.7 of the Loan Agreement, to DSSI hereafter becoming a subsidiary of Perma-Fix, and (C) notwithstanding the provisions of Section 9.7 of the Loan Agreement, the issuance of warrants for common stock of Perma- Fix and common stock of Perma-Fix to RBB but solely to the extent set forth in the letter agreement by Perma-Fix to RBB dated August 29, 2000, and letter agreement by Perma-Fix to RBB issued in connection with the RBB Bank Bridge Loan, but, further, solely to the extent that no breach occurs under Section 10.1(j) of the Loan Agreement, and (ii) notwithstanding the provision of Sections 9.6 and 9.9 of the Loan Agreement, (A) the incurrence of the respective indebtedness evidenced by the Seller Notes and the RBB Note, in an aggregate principal amount not to exceed $3,500,000 in the case of Seller Note No. 1, $2,500,000 in the case of Seller Note No. 2 and $3,000,000 in the case of the RBB Note, and in each case as otherwise subject as set forth in the Loan Agreement and/or the Intercreditor Agreement, and (B) the grant of security interest in favor of the New Seller in and to certain assets of DSSI, but only to secure obligations evidenced by Seller Note No. 2 and as otherwise subject as set forth in the Loan Agreement and/or the Intercreditor Agreement. (2) Borrower acknowledges and agrees that the consents set forth in Section II(1) above and all other consents by Lender heretofore given, including, without limitation, the consent given pursuant to a letter dated July 25, 2000 with respect to the "RBB Bridge Loan", and the consent to the making of advances by Perma-Fix to East Tennessee Materials and Energy Corporation 8 "M&EC" as set forth in a letter from Perma-Fix to Lender dated January 25, 2000 (the "M&EC letter") shall be effective in the respective specific instance only. Accordingly, except for such transactions set forth in the New Transaction Documents and the aforesaid transactions, Lender shall have no obligation to (i) consent to any departure from the terms and conditions of the Loan Agreement or any other Financing Agreements whether heretofore or hereafter occurring, or (ii) waive any default or Event of Default occurring under the Loan Agreement or any other Financing Agreement now existing or hereafter occurring, including, without limitation, pursuant to 10.1(j) of the Loan Agreement, in either case, whether arising out of similar or dissimilar transactions to the transactions contemplated in the New Transaction Documents, or otherwise. Further, Borrower acknowledges and agrees that the consent of Lender contained in the M&EC Letter is limited to the aforesaid financing transactions only and no consent is intended or implied with respect to the transactions contemplated in the letter of intent dated June 27, 2000 annexed thereto, or otherwise. III. Joinder to Loan Agreement and other Financing Agreements. 1. (a) DSSI agrees that from and after the date of this Second Amendment, it shall be joined in the Loan Agreement as a "borrower" with joint and several liability with each of the other Borrowers and, accordingly, all references to the term "Borrowers" in the Loan Agreement, the Term Note and the other Financing Agreements shall have the meaning set forth in this Second Amendment. (b) DSSI acknowledges that it has received and reviewed the Original Loan Agreement, a copy of which is annexed to this Second Amendment as Exhibit "1", and all other Financing Agreements, and agrees to be bound by all of the terms and conditions of the Loan Agreement and all of the other Financing Agreements applicable to the "Borrowers." To this effect, DSSI 9 acknowledges and agrees that pursuant to Section 5 of the Agreement, as of the date of this Second Amendment, it is granting to the Lender a first priority security interest in and to the Collateral described in the Loan Agreement, whether now owned by it or in which it has an interest, or hereafter acquired, created, or arising, subject only to those liens and security interests expressly permitted by the Loan Agreement or the other Financing Agreements. (c) DSSI acknowledges and agrees that by execution of this Second Amendment, as of the date of this Second Amendment and hereafter, it is and shall be making all of the representations and warranties of a Borrower, whether in the Loan Agreement, the other Financing Agreements, or otherwise. To this effect, annexed to this Second Amendment are Exhibits "A", "B", and "C", and Schedules 8.4, 8.8, 8.9, 8.9, and 9.10, which Exhibits and Schedules are hereby made a part of the sections of the Loan Agreement referencing such Exhibits and Schedules. The Exhibits and Schedules supplement but do not replace the Exhibits and Schedules heretofore delivered to Lender in connection with the Original Loan Agreement. IV. Conditions Precedent. 1. (a) Borrowers acknowledge and agree that as a condition precedent to the effectiveness of the consent of Lender pursuant to Part II of this Second Amendment: (b) all requisite corporate action and proceedings in connection with the Loan Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; 10 (c) no material adverse change shall have occurred in the assets, business or prospects of DSSI or the other Borrowers since the date of Lender's latest field examination and no change or event shall have occurred which would impair the ability of Borrowers or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of the Loan Agreement and the other Financing Agreements, including, without limitation, acknowledgments by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (e) Lender shall have received, in form and substance satisfactory to Lender, such opinions of counsel to Borrowers and the New Seller with respect to the Financing Agreements, the New Transaction Documents, and such other matters as Lender may request; (f) Lender shall have been named loss payee upon endorsements satisfactory to the Lender under the policies of insurance required to be maintained by each Borrower pursuant to the Loan Agreement and all such policies of insurance shall be reviewed by and be satisfactory to Lender; 11 (g) the Intercreditor Agreement and such other Financing Agreements and all instruments and documents hereunder and thereunder as Lender may require shall have been duly executed and delivered to Lender, in form and substance satisfactory to Lender; (h) Lender shall have received, in form and substance satisfactory to Lender, evidence that the New Transaction Documents have been duly executed and delivered by and to the appropriate parties thereto and the transactions contemplated under the terms of the New Transaction Documents have been consummated prior to or contemporaneously with the execution of this Second Amendment, including, without limitation, all approvals, consents and the like from any and all applicable regulatory agencies and other governmental units to the transfer of ownership of DSSI, and proof satisfactory to Lender that concurrently upon the consummation of the transactions contemplated in the New Transaction Documents, DSSI will have all licenses, permits, and approvals and orders required by law to be held by DSSI in respect of its business as currently being conducted; (i) Lender shall have received, in form and substance satisfactory to Lender, the most recently calculated pro-forma balance sheet of Borrower reflecting the initial transactions contemplated hereunder, including, without limitation, (i) the consummation of the acquisition of the Purchased Stock by Perma- Fix from New Seller and the other transactions contemplated by the New Transaction Documents and (ii) the Loans provided by Lender to Borrowers on the date of this Second Amendment and the use of the proceeds of the initial Loans as provided herein, accompanied by a certificate, dated of even date herewith, of the chief financial officer of Borrowers, stating that such pro-forma balance sheet represents the reasonable, good faith opinion of such officer as to the subject matter thereof as of the date of such certificate; and 12 (j) Lender shall have received, in form and substance satisfactory to Lender, the agreement of New Seller consenting to the collateral assignment by Borrower or any Obligor to Lender of all of Borrower's and such Obligor's rights and remedies and claims for damages and other relief under the New Transaction Documents and granting Lender such other rights as Lender may require, duly authorized, executed and delivered by New Seller. V. Other Matters. 1. Borrowers are paying Lender a closing fee of $20,000 on or before the date of this Second Amendment, which fee shall be deemed to be fully earned by Lender upon execution of this Second Amendment by Lender and Borrowers. 2. This Second Amendment constitutes a part of, and shall be construed in connection with, the Original Loan Agreement, and all terms, covenants, conditions, representations and warranties contained in the Original Loan Agreement (other than as expressly set forth in this Second Amendment) shall remain in full force in effect and are incorporated herein by reference as if fully set forth herein. In the event of any inconsistencies between the provisions of this Second Amendment and elsewhere in the Loan Agreement, the provisions of this Second Amendment shall in all respects govern and control. 3. Each Borrower certifies to Lender that (after giving effect to this Second Amendment) all representations and warranties of such Borrower contained in the Loan Agreement are, true and correct as of the date of this Second Amendment, except to the extent such representations and warranties relate solely to an earlier date. 4. Each Borrower certifies to Lender that (after giving effect to this Second Amendment) no Event of Default under the Loan Agreement, or event which with the passage of time or the 13 giving of notice, or both, would constitute an event of default under the Loan Agreement, has occurred and is continuing. 5. (a) In no way in limitation of the provisions of Section 9.15 of the Loan Agreement, Borrower will pay all out-of- pocket expenses incurred by Lender in connection with the preparation of this Second Amendment and of the other Financing Agreements, including, all amendments, supplements or modifications hereafter made to any of the foregoing after the date of this Second Amendment, and the closing of the transactions contemplated herein and therein, including, without limitation, the reasonable fees and expenses of counsel for Lender. In addition, Borrowers agree to pay all documentary stamp taxes, intangible taxes, filing or recording fees required in connection with the borrowings hereunder and creating, perfecting and preserving Lender's security interest in the Collateral. 6. (a) EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECOND AMENDMENT, THE LOAN AGREEMENT, ALL DOCUMENTS AT ANY TIME MADE IN CONNECTION WITH THIS AMENDMENT, THE LOAN AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. FURTHER, EACH BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDER NOR THE LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. FINALLY, EACH BORROWER ACKNOWLEDGES THAT THE 14 LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH. 7. Each Borrower agrees that it has no off-sets, defenses or counterclaims to the payment of the Obligations or the performance by it under the Loan Agreement or the other Financing Agreements. Further, each Borrower agrees that it has no claims of any nature whatsoever against the Lender, its parent, subsidiaries, affiliates, divisions, officers, directors, employees, agents, stockholders, successors, or assigns arising out of or related to the Obligations, the other Financing Agreements, or otherwise. IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed, sealed and delivered the day and year first above written. BORROWERS: PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer INDUSTRIAL WASTE MANAGEMENT, INC., a Missouri corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer 15 SCHREIBER, YONLEY & ASSOCIATES (formerly known as Schreiber, Grana & Yonley, Inc.), a Missouri corporation By: _____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA-FIX TREATMENT SERVICES, INC., an Oklahoma corporation By: ______________________________________ Richard T. Kelecy, Chief Financial Officer PERMA-FIX, INC., an Oklahoma corporation By: _____________________________________ Richard T. Kelecy, Chief Financial Officer MINTECH, INC., an Oklahoma corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer RECLAMATION SYSTEMS, INC., an Oklahoma corporation By: _____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA-FIX OF NEW MEXICO, INC., a New Mexico corporation By: ___________________________________ Richard T. Kelecy, Chief Financial Officer 16 PERMA-FIX OF FLORIDA, INC., a Florida corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA-FIX OF MEMPHIS, INC., a Tennessee corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA-FIX OF DAYTON, INC., an Ohio corporation By: _____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA FIX OF FT. LAUDERDALE, INC., a Florida corporation By: _____________________________________ Richard T. Kelecy, Chief Financial Officer PERMA FIX OF MICHIGAN, INC., a Michigan corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer CHEMICAL CONSERVATION OF GEORGIA, INC., a Georgia corporation By:____________________________________ Richard T. Kelecy, Chief Financial Officer 17 CHEMICAL CONSERVATION CORPORATION, INC., a Florida corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer DIVERSIFIED SCIENTIFIC SERVICES, INC., a Tennessee corporation By: ____________________________________ Richard T. Kelecy, Chief Financial Officer LENDER: CONGRESS FINANCIAL CORPORATION (FLORIDA) By: ___________________________________ Name: __________________________________ Title: _________________________________ 18