As Filed with the Securities and Exchange
Commission on December 16, 1996 Registration No. 333-_______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRMA-FIX ENVIRONMENTAL SERVICES, INC.
___________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 58-1954497
________________________ _______________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
1940 Northwest 67th Place, Suite A, Gainesville, Florida 32653
_____________________________________________________________
(Address of principal executive offices) (Zip Code)
Consulting Agreement with C. Lee Daniel, Jr.
Consulting Agreement with Rita D. Durocher
Consulting Agreement with Sam Elam
Consulting Agreement with R. Keith Fetter
Consulting Agreement with John Henderson
Consulting Agreement with Robert Hicks
Consulting Agreement with Dr. Jeffrey Sherman
Consulting Agreement with Gary Thomas
__________________________________________________
(Full Titles of Plans)
Richard T. Kelecy, Chief Financial Officer
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
(352) 373-4200
___________________________________________
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(2) offering price(2) fee(2)
__________ __________ _______________ _________________ _____________
<S> <C> <C> <C> <C>
Common Stock
($.001 par
value) 176,912 $1.6875 $298,539.00 $102.94
<FN>
(1) The 176,912 shares of Common Stock to be registered represent the
anticipated maximum number of shares which are to be issued pursuant to
Perma-Fix Environmental Services, Inc.'s following employee benefit plans:
Consulting Agreement with C. Lee Daniel, Jr. ("Daniel Agreement") (12,500
shares); Consulting Agreement with Rita Durocher ("Durocher Agreement")
(9,412 shares); Consulting Agreement with Sam Elam (11,000 shares);
Consulting Agreement with R. Keith Fetter ("Fetter Agreement") (62,500
shares); Consulting Agreement with John Henderson (45,000 shares);
Consulting Agreement with Dr. Jeffrey Sherman ("Sherman Agreement")
(20,000 shares); and, Consulting Agreement with Gary Thomas (13,000
shares). Under the terms of the Daniel Agreement, the Company
shall issue 7,500 shares to Mr. Daniel along with up to an additional
5,000 shares, depending on the extent of services performed by Mr. Daniel
and the fair market value of the Common Stock on the determination date
(as described in the Daniel Agreement). Under the terms of the Durocher
Agreement, the Company agreed to issue to Ms. Durocher that number of
shares of the Company's Common Stock equal to an amount determined
by dividing 20,000 by the closing bid price per share of the Company's
Common Stock as of the date of the Durocher Agreement. On the date of
the Durocher Agreement, November 1, 1996, the closing, bid price per
share of the Company's Common Stock was $2.125, yielding an issuance
of 9,412 shares (rounded). Under the terms of the Sherman Agreement,
if the Company completes the sale of a certain proprietary process
("Process") while Dr. Sherman is consulting pursuant to the Sherman
Agreement, the Company agrees to issue to Dr. Sherman that number of
shares of the Company's Common Stock equal to an amount determined
by dividing 20,000 by the closing bid price per share of the Company's
Common Stock as quoted in the NASDAQ on the date of completion of the
sale by the Company of the Process ("Process Sale Date"), which could
result in the issuance of 20,000 or fewer shares, assuming the fair
market value of the Common Stock on the Process Sale Date is $1.00 per
share or greater. Under the terms of the Hicks Agreement, the Company
shall issue shares of Common Stock to Mr. Hicks equal to an amount
determined by dividing the amount of invoices received from Mr. Hicks
for consulting services by the closing bid price of the Common Stock
on the determination date (as described in the Hicks Agreement), with
with the number of shares of Common Stock issued to Mr. Hicks not to
exceed 3,500. Under the terms of the Thomas Agreement, the Company
agrees to issue 13,000 shares of Common Stock to Mr. Thomas for con-
sulting services ("Thomas Shares"), however, if on the date that is six
months from the date of the Thomas Agreement or upon Mr. Thomas' resale
of the Thomas Shares in an open market transaction, the fair market
value of such shares exceeds $21,500, Mr. Thomas shall pay to the Company
the difference between the fair market value of the Thomas Shares and
$21,500. If the fair market value of the Thomas Shares does not equal
or exceed $21,500 at any time from the date of filing of this Form S-8
until the date six months from the date of the Thomas Agreement, the
Company shall pay to Mr. Thomas the difference between $21,500 and the
highest fair market value of the Thomas Shares during such period.
(2) In accordance with Rule 457(c) and (h), the maximum offering price and
the calculation of the registration fee are based upon the basis of the
average bid and asked prices for the Common Stock on December 12, 1996,
of $1.6875, as reported on the National Association of Securities
Dealers Automated Quotation System.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above;
(c) Description of the Registrant's Common Stock set forth in the
Registrant's Form S-1 Registration Statement, dated September 11, 1992,
Commission File No. 33-51874.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment, which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents (such
documents, and the documents listed above, being hereinafter referred
to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation provides for the
indemnification by the Registrant of its directors and officers to the full
extent permitted by Section 145 of the General Corporation Law of the State
of Delaware (or any similar provision or provisions of applicable law at
the time in effect). This indemnification is not deemed exclusive of any
other rights to which those seeking indemnification might be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office. This indemnification will
continue as to such person who was a director or officer of the
Registrant, but has ceased to be a director or officer and inures to
the benefit of the heirs, executors and administrators of such person.
<PAGE>
Effective as of November 26, 1991, the Restated Certificate of Incorporation
of the Registrant was amended to, among other things, limit the liability of
its directors to the corporation or its stockholders for any monetary damages
for breaches of fiduciary duty as a director. Under the Registrant's
Restated Certificate of Incorporation, as amended, and as permitted under
the Delaware General Corporation Law, directors are not liable to the
Registrant or its stockholders for monetary damages arising from a
breach of their fiduciary duties as directors. Such provision, however,
does not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law (relating to liability
of directors for unlawful payment of dividend or unlawful stock purchase
or redemption); or (iv) for any transaction from which the director
derived an improper personal benefit. The director's limitations of
liability described above may not limit a director's liability for
violation of, or otherwise relieve the Registrant or its directors from
complying with, federal or state securities laws or affect the avail-
ability of equitable remedies, such as injunctive relief or rescission.
However, as a practical matter, equitable remedies may not be available
in all situations, and there may be instances in which no effective
remedy is available at all.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION
Exhibit
Number Description of Document
______ ________________________
<S> <C>
3.1 Restated Certificate of Incorporation, as amended, and all
Certificates of Designations, incorporated by reference from
Exhibit 3(i) from the Company's Form 10-Q for the quarter dated
June 30, 1996.
3.2 Bylaws of the Registrant.(1)
3.3 Specimen Common Stock Certificate.(1)
5.1 Opinion of Conner & Winters, P.C.
23.1 Consent of Conner & Winters, P.C. (incorporated into Exhibit 5.1
hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on signature page).
99.1 Consulting Agreement with C. Lee Daniel, Jr.
99.2 Consulting Agreement with Rita D. Durocher.
99.3 Consulting Agreement with Sam Elam.
99.4 Consulting Agreement with R. Keith Fetter.
99.5 Consulting Agreement with John Henderson.
99.6 Consulting Agreement with Robert Hicks.
99.7 Consulting Agreement with Dr. Jeffrey Sherman.
99.8 Consulting Agreement with Gary Thomas.
_____________________
<FN>
(1) Filed as an exhibit to the Registration Statement on Form S-1 (Registration
No. 33-51874), filed on September 11, 1992, or amendments thereto, and incor-
porated herein by reference.
</FN>
</TABLE>
<PAGE>
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post- effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)
(i) and (a)(ii) above do not apply if the Registration Statement is
on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered remaining unsold
at the termination of the offering.
(d) That, for purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating
to the Securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) To deliver, or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the require-
ments of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated in the prospectus to provide such
interim financial information.
<PAGE>
(f) Insofar as indemnification for liabilities rising under the
Securities Act may be permitted to directors, officers and con-
trolling persons of the Registrant pursuant to the provisions of
the Restated Certificate of Incorporation or Bylaws of the
Registrant and the provisions of the laws of the State of Delaware
described in Item 6, above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expense incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
the 12th day of December, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Dr. Louis F. Centofanti
_____________________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Dr. Louis F. Centofanti as his
true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do them in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or
their or his substitute or substitutes, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed below by the following
persons on behalf of the registrant and in capacities and on the dates
indicated.
/s/ Dr. Louis F. Centofanti December 12, 1996
____________________________________ Date:___________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer and President
/s/ Richard T. Kelecy December 12, 1996
____________________________________ Date:___________________
Richard T. Kelecy
Chief Financial Officer
/s/ Mark A. Zwecker December 12, 1996
____________________________________ Date:___________________
Mark A. Zwecker
Director
/s/ Steve Gorlin December 12, 1996
____________________________________ Date:___________________
Steve Gorlin
Director
/s/ Jon Colin December 12, 1996
____________________________________ Date:___________________
Jon Colin
Director
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
_______ ______________________________________ __________
<S> <C> <C>
3.1 Restated Certificate of Incorporation, *
as amended, and all Certificates of
Designations, incorporated by reference
from Exhibit 3(i) from the Company's
Form 10-Q for the quarter dated June 30,
1996.
3.2 Bylaws of the Registrant.(1) *
3.3 Specimen Common Stock Certificate.(1) *
5.1 Opinion of Conner & Winters, P.C. 9
23.1 Consent of Conner & Winters, P.C.
(incorporated into Exhibit 5.1 hereto). *
23.2 Consent of Arthur Andersen LLP. 13
23.3 Consent of Coopers & Lybrand L.L.P. 14
24.1 Powers of Attorney (included on
signature page). *
99.1 Consulting Agreement with C. Lee
Daniel, Jr. 15
99.2 Consulting Agreement with Rita D.
Durocher. 20
99.3 Consulting Agreement with Sam Elam. 25
99.4 Consulting Agreement with R. Keith
Fetter. 29
99.5 Consulting Agreement with John
Henderson. 34
99.6 Consulting Agreement with Robert
Hicks. 39
99.7 Consulting Agreement with Dr. Jeffrey
Sherman. 44
99.8 Consulting Agreement with Gary Thomas. 48
____________________
<FN>
(1) Filed as an exhibit to the Registration Statement on Form S-1
(Registration No. 33-51874), filed on September 11, 1992, or amendments
thereto, and incorporated herein by reference.
</FN>
</TABLE>
CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
One Leadership Square
211 North Robinson, Suite 1700
Oklahoma City, Oklahoma 73102-7101
(405) 272-5711
FAX (405) 232-2695
December 13, 1996
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606
Re: Perma-Fix Environmental Services, Inc.; Form S-8
Registration Statement; Our File No. 7034.1
Gentlemen:
We are delivering this opinion to you in connection with the
preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of the
Registration Statement on Form S-8 (the "Registration Statement")
of Perma-Fix Environmental Services, Inc., a Delaware corporation
(the "Company"), for the listing of 176,912 shares of the Company's
Common Stock, $.001 par value (the "Common Stock"), to be issued by
the Company pursuant to the Company's following employee benefit
plans: Consulting Agreement with C. Lee Daniel, Jr. (12,500
shares); Consulting Agreement with Rita Durocher (9,412 shares);
Consulting Agreement with Sam Elam (11,000 shares); Consulting
Agreement with R. Keith Fetter (62,500 shares); Consulting
Agreement with John Henderson (45,000 shares); Consulting Agreement
with Robert Hicks (3,500 shares); Consulting Agreement with
Dr. Jeffrey Sherman (20,000 shares); and, Consulting Agreement with
Gary Thomas (13,000 shares).
In connection with this opinion, the undersigned has examined
and relied upon such corporate records, certificates, other
documents and questions of law, as we have considered necessary or
appropriate for the purposes of this opinion, including, but not
limited to, the following:
(a) Consulting Agreement, dated November 1, 1996,
between the Company and C. Lee Daniel, Jr.;
<PAGE>
Perma-Fix Environmental Services, Inc.
December 13, 1996
Page 2
(b) Consulting Agreement, dated November 1, 1996,
between the Company and Rita D. Durocher;
(c) Consulting Agreement, dated November 1, 1996,
between the Company and Sam Elam;
(d) Consulting Agreement, dated November 1, 1996,
between the Company and R. Keith Fetter;
(e) Consulting Agreement, dated November 8, 1996,
between the Company and John Henderson;
(f) Consulting Agreement, dated November 1, 1996,
between the Company and Robert Hicks;
(g) Consulting Agreement, dated November 1, 1996,
between the Company and Dr. Jeffrey Sherman;
(h) Consulting Agreement, dated September 16, 1996,
between the Company and Gary Thomas;
(i) Unanimous Written Consent of the Board of Directors
of the Company, dated November 18, 1996;
(j) Registration Statement; and
(k) Summary Information regarding Consulting Agreements with
C. Lee Daniel, Jr., Rita D. Durocher, Sam Elam, R. Keith
Fetter, John Henderson, Robert Hicks, Dr. Jeffrey
Sherman, and Gary Thomas.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of
all documents submitted as originals, the conformity with the
original documents of all documents submitted as certified or
photostatic copies, and the authenticity of the originals of such
copies. We have further assumed that the recipient of the shares
of the Company's Common Stock under the respective Consulting
Agreements will have completed the required services and provided bona
fide consulting services for such shares and that none of the
consulting services to be rendered by the recipient are in connection
with the offer or sale of securities or in a capital-raising trans-
action, and that any shares of the Company's Common Stock to be issued
pursuant to the respective Consulting Agreements will have been registered
in accordance with the Securities Act of 1933, as amended, absent the
application of an exemption from registration, prior to the issuance of
such shares.
<PAGE>
Perma-Fix Environmental Services, Inc.
December 13, 1996
Page 3
In reliance upon and based on such examination and review, we
are of the following opinions:
1. The 12,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with C.
Lee Daniel Jr. will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
2. The 9,412 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Rita D. Durocher will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
3. The 11,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Sam Elam will constitute, when issued pursuant to
the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
4. The 62,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with R.
Keith Fetter will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
5. The 45,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
John Henderson will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
6. The 3,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Robert Hicks will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
7. The 20,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Dr. Jeffrey Sherman will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
<PAGE>
Perma-Fix Environmental Services
December 13, 1996
Page 4
8. The 13,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Gary Thomas will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as
Exhibit 5 to said Registration Statement.
Sincerely,
CONNER & WINTERS, P.C.
/s/ Conner & Winters, P.C.
IHS:plh
BALL:\N-P\PEPSI\S-8\11-96\EDGAR\EXHIB5.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
___________________________________________________
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Form S-8 registration
statement of our report dated March 15, 1996 included in Perma-Fix
Environmental Services, Inc.'s Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Jacksonville, Florida
December 6, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Perma-Fix Environmental Services, Inc. on Form S-8 of our
report dated March 30, 1994, on our audit of the consolidated financial
statement schedules of Perma-Fix Environmental Services, Inc. as of
December 31, 1993, and for the year ended December 31, 1993, which
report is included in the Annual Report on Form 10-K for the year
ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
December 9, 1996
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this ____
day of November, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and C. LEE
DANIEL, JR., an individual ("Daniel").
W I T N E S S E T H:
WHEREAS, Daniel has experience in the design and installation
of certain air handling systems for environmental companies;
WHEREAS, the Company wishes to engage Daniel as an independent,
outside consultant to the Company, and Daniel desires to accept such
engagement, pursuant to the terms and conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of up to 12,500 shares of the
Company's Common Stock, par value $.001 per share ("Common Stock"),
on terms and subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Daniel. The Company does hereby engage
Daniel, and Daniel does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company in connection with:
(a) Design of the air handling system for Perma-Fix of
Florida, Inc.'s ("PFF"), a wholly owned subsidiary of the
Company, low level nuclear materials' treatment, storage
and/or disposal facility in Gainesville, Florida;
(b) Installation of the air handling system at PFF's
Gainesville, Florida facility; and
(c) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
<PAGE>
Provided, however, that Daniel shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Daniel shall be in connection
with the offer or sale of securities or in a capital-raising
transaction.
2. Term. Daniel will provide the above consulting services
for the Company under this Agreement for a period of twelve (12)
months from the date of this Agreement (the "Term").
3. Compensation. In consideration of Daniel providing the
consulting services under this Agreement, the Company agrees to pay
to Daniel up to the sum of Twenty-Five Thousand Dollars ($25,000),
payable as follows:
(a) The first Fifteen Thousand Dollars ($15,000) of such
consulting work performed by Daniel hereunder shall be paid by
the issuance of 7,500 shares of the Company's Common Stock to
Daniel within ten (10) business days from the latter of (i)
the date that the Company's Form S-8 (as defined below)
registering the shares of Common Stock that might be issued to
Daniel pursuant to the terms of this Consulting Agreement
becomes effective under the Securities Act of 1933, as
amended (the "Act"), or (ii) the date that Daniel has
performed the first Fifteen Thousand Dollars ($15,000) in
consulting services under this Agreement based on invoices
submitted by Daniel to the Company for such consulting
services, which invoices have been approved by the Company and
such consulting services are satisfactory to the Company; and
(b) After Daniel performs the first Fifteen Thousand
Dollars ($15,000) in consulting services under this Agreement,
which shall be paid by the Company pursuant to (a) above,
Daniel shall, from time to time thereafter during the Term,
submit to the Company invoices for such additional consulting
work performed by Daniel under this Agreement ("Additional
Consulting Work"), which invoices have been approved by the
Company and such Additional Consulting Work are satisfactory
to the Company. Within ten (10) business days of the later of
(i) the end of the Term or (ii) the date that the Form S-8
becomes effective under the Act, the Company shall issue to
Daniel that number of shares of Common Stock determined by
dividing the then outstanding invoices submitted by Daniel to
the Company for such Additional Consulting Work, with the
amount of such invoices for such Additional Consulting Work
not to exceed Ten Thousand Dollars ($10,000), by the closing
bid price per share of the Company's Common Stock as quoted on
the NASDAQ on the determination date, with the number of
shares of Common Stock to be issued under this paragraph (b)
not to exceed 5,000, in full satisfaction of such Additional
Consulting Work performed by Daniel. If Daniel submits
invoices to the Company for Additional Consulting Work, which
invoices have been approved by the Company, exceeding Ten
Thousand Dollars ($10,000), then that amount of such invoices
in excess of such Ten Thousand Dollars ($10,000) shall be paid
by the Company to Daniel, in cash or by check, within ten (10)
business days of the later of (i) the end of the Term or (ii)
the date that the Form S-8 Registration Statement ("Form S-8")
becomes effective under the Act.
<PAGE>
The Company shall use reasonable efforts to register the shares of
Common Stock to be issued to Daniel under this Agreement on a Form
S-8 under the Act as soon as reasonably practicable after execution
of this Agreement. Daniel shall not be entitled to any cash
compensation for his consulting services rendered under this
Agreement.
4. Agreement Not to Solicit Customers and Employees. Daniel
agrees that, during the term of this Agreement and for a period of
one (1) year following the termination of the Term of this
Agreement, he shall not, either alone or for himself or on behalf
of any other person, firm, corporation or entity, directly or
indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being (or any
prospective supplier not to become) a supplier or customer of
the Company or any of the subsidiaries of the Company or any
of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Daniel shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Daniel at any time and which shall not be public
knowledge (other than by acts of Daniel or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Daniel shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
6. Injunctive Relief. In the event of a breach by Daniel of
any of the terms or provisions of Sections 4 or 5 of this Agreement,
the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Daniel.
<PAGE>
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Daniel with respect to the terms of Daniel's
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Daniel, to: C. Lee Daniel
Post Office Box 10428
Jacksonville, Florida 32207
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Daniel understands that the Company has not
provided any legal or tax advice regarding this Agreement and
that Daniel is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Daniel is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Daniel may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
<PAGE>
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
C. Lee Daniel, Jr.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\EDGAR\EXHIB99.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this 1st
day of November, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and RITA D.
DUROCHER, an individual ("Durocher").
W I T N E S S E T H:
WHEREAS, Durocher has experience in certain segments of the
Company's and its subsidiaries' waste management businesses;
WHEREAS, the Company wishes to engage Durocher as an
independent, outside consultant to the Company, and Durocher desires
to accept such engagement, pursuant to the terms and conditions of
this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of a certain amount of shares of
the Company's Common Stock, par value $.001 per share ("Common
Stock"), on terms and subject to the conditions hereinafter set
forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Durocher. The Company does hereby engage
Durocher, and Durocher does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company in connection with:
(a) Sales and marketing by the Company and subsidiaries
of the Company;
(b) The development of sales and marketing plans for the
Company and subsidiaries of the Company;
(c) Customer relations for the Company and its
subsidiaries relating to the waste and hazardous materials
remediation services and other environmental services offered
by the Company and its subsidiaries; and,
(d) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
<PAGE>
Provided, however, that Durocher shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Durocher shall be in
connection with the offer or sale of securities or in a capital-
raising transaction.
2. Term. Durocher will provide the above consulting services
for the Company under this Agreement for a period of twelve (12)
months from the date of this Agreement (the "Term").
3. Compensation. In consideration of Durocher providing the
consulting services under this Agreement, the Company agrees to
issue to Durocher that number of shares of Common Stock equal to an
amount determined by dividing twenty thousand (20,000) by the
closing per share bid price of the Common Stock on the NASDAQ on the
date of this Agreement (the "Shares"), payable within ten (10)
business days from the date that the Company's Form S-8 (as defined
below) registering the Shares under the Securities Act of 1933, as
amended (the "Act"), becomes effective under the Act. The Company
shall use reasonable efforts to register the Shares to be issued to
Durocher under this Agreement on a Form S-8 Registration Statement
("Form S-8") under the Act as soon as reasonably practicable.
Durocher shall not be entitled to any cash compensation for her
consulting services rendered under this Agreement. Durocher's
compensation for her services rendered hereunder shall solely
consist of the Shares.
4. Noncompetition. For a period of one (1) year from the
date of this Agreement, Durocher specifically agrees that she shall
not (except on behalf of the Company, or any subsidiary of the
Company), directly or indirectly, engage in, or be an employee,
employer, officer, director, member, agent, security holder, partner
or consultant of or for any business, firm, partnership, person,
corporation, or company that engages in, (i) within a 200-mile
radius of Kansas City, Missouri, the waste or hazardous materials
remediation service or services that competes with, or is
substantially similar to, that performed by the Company or any
subsidiary of the Company, or (ii) within the continental United
States the waste or hazardous materials disposal service or services
that competes with, or is substantially similar to, that performed
by the Company or any subsidairy of the Company.
5. Agreement Not to Solicit Customers and Employees.
Durocher agrees that, during the term of this Agreement and for a
period of one (1) year following the termination of the Term of this
Agreement, she shall not, either alone or for herself or on behalf
of any other person, firm, corporation, company or entity, directly
or indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
<PAGE>
6. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Durocher shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Durocher at any time and which shall not be public
knowledge (other than by acts of Durocher or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Durocher shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
7. Injunctive Relief. In the event of a breach by Durocher
of any of the terms or provisions of Sections 4, 5 or 6 of this
Agreement, the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
8. Termination of Employment Agreement. Durocher and Perma-
Fix, Inc., a subsidiary of the Company, had entered into an
Employment Agreement, effective as of June 22, 1995 (the "Employment
Agreement"). It is agreed that, in consideration of the Company
entering into this Agreement, effective November 1, 1996, the
Employment Agreement is terminated and null and void in all
respects. Durocher and Perma-Fix, Inc. hereby release and forever
discharge each other from any and all liabilities and obligations
that either may have, now or in the future, under, in connection
with, relating to, or arising out of, the Employment Agreement.
9. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Durocher.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Durocher with respect to the terms of Durocher'
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
<PAGE>
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Durocher, to: Rita D. Durocher
4921 Roundtree
Shawnee, Kansas 66226
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Durocher understands that the Company is
not provided any legal or tax advice regarding this Agreement
and that Durocher is to consult with his legal and tax
consultants regarding this Agreement.
(i) Independent Contractor. Durocher is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Durocher may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
<PAGE>
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Rita D. Durocher
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
Perma-Fix, Inc. agrees to the terms of, and to be bound by,
Section 8 of this Consulting Agreement.
PERMA-FIX, INC.
By:____________________________
Dr. Louis F. Centofanti
President
BALL:\N-P\PESI\S-8\EDGAR\EXHIB99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this ____
day of November, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and SAM
ELAM, an individual ("Elam").
W I T N E S S E T H:
WHEREAS, Elam has experience in certain segments of the
Company's and its subsidiaries' businesses;
WHEREAS, the Company wishes to engage Elam as an independent,
outside consultant to the Company, and Elam desires to accept such
engagement, pursuant to the terms and conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Elam. The Company does hereby engage Elam,
and Elam does hereby accept such engagement, as an outside,
independent consultant to provide the following consulting services
for the Company in connection with:
(a) Remediation by PFD of the site located in Dayton,
Ohio, formerly used by Environmental Processing Services (the
"EPS Site"); and,
(b) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
Provided, however, that Elam shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Elam shall be in connection
with the offer or sale of securities or in a capital-raising
transaction.
2. Term. Elam will provide the above consulting services for
the Company under this Agreement for a period of ninety (90) days
from the date of this Agreement (the "Term").
<PAGE>
3. Compensation. In consideration of Elam providing the
consulting services under this Agreement, the Company agrees to
issue to Elam 11,000 shares of the Company's Common Stock (the
"Shares"), payable within ten (10) business days from the date that
the Company's Form S-8 (as defined below) registering the Shares
under the Securities Act of 1933, as amended (the "Act"), becomes
effective with the Securities and Exchange Commission
("Commission"). The Company shall use reasonable efforts to register
the Shares to be issued to Elam under this Agreement on a Form S-8
Registration Statement ("Form S-8") under the Act as soon as
reasonably practicable. Elam shall not be entitled to any cash
compensation for his consulting services rendered under this
Agreement. Elam's compensation for his services rendered hereunder
shall solely consist of the Shares.
4. Agreement Not to Solicit Customers and Employees. Elam
agrees that, during the term of this Agreement and for a period of
one (1) year following the termination of the Term of this
Agreement, he shall not, either alone or for himself or on behalf
of any other person, firm, corporation or entity, directly or
indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Elam shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Elam at any time and which shall not be public knowledge
(other than by acts of Elam or his representatives in violation of
this Agreement), including, without limitation, customer lists, bid
proposals, contracts, matters subject to litigation and information
regarding periods and environmental applications, and (ii) Elam
shall not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.
6. Injunctive Relief. In the event of a breach by Elam of
any of the terms or provisions of Sections 4 or 5 of this Agreement,
the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
<PAGE>
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Elam.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Elam with respect to the terms of Elam'
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Elam, to: Sam Elam
c/o Belmonte Park Environmental Labs
11 East Main Street
Dayton, Ohio 45426
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Elam understands that the Company is not
<PAGE>
provided any legal or tax advice regarding this Agreement and
that Elam is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Elam is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Elam may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Sam Elam
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\11-96\EDGAR\EXHIB99.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this 1st
day of November, 1996, but shall be considered effective as of
May 1, 1996, by and between PERMA-FIX ENVIRONMENTAL SERVICES, INC.,
a Delaware corporation (the "Company"), and R. KEITH FETTER, an
individual ("Fetter").
W I T N E S S E T H:
WHEREAS, Fetter has experience in certain marketing and
inventory controls;
WHEREAS, the Company wishes to engage Fetter as an independent,
outside consultant to the Company, and Fetter desires to accept such
engagement, pursuant to the terms and conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Fetter. The Company does hereby engage
Fetter, and Fetter does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company in connection with:
(a) Development of an investor relations program;
(b) Development of marketing materials for various
subsidiaries of the Company;
(c) Development of inventory controls for various
subsidiaries of the Company; and,
(d) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
<PAGE>
Provided, however, that Fetter shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Fetter shall be in connection
with the offer or sale of securities or in a capital-raising
transaction.
2. Term. Fetter will provide the above consulting services
for the Company under this Agreement for a period of two (2) years
from the date of this Agreement (the "Term").
3. Compensation. In consideration of Fetter providing the
consulting services under this Agreement, the Company agrees to
issue to Fetter 62,500 shares of the Company's Common Stock (the
"Shares"), payable as follows:
(a) Within ten (10) business days from the date that the
Company's Form S-8 (as defined below) registering the Shares
under the Securities Act of 1933, as amended (the "Act"), becomes
effective with the Securities and Exchange Commission ("Commission")
issue to Fetter 50,000 of the Shares; and,
(b) Six (6) months thereafter issue to Fetter 12,500 of
the Shares.
The Company shall use reasonable efforts to register the Shares to
be issued to Fetter under this Agreement on a Form S-8 Registration
Statement ("Form S-8") under the Act as soon as reasonably
practicable. Fetter shall not be entitled to any cash compensation
for his consulting services rendered under this Agreement. Fetter's
compensation for his services rendered hereunder shall solely
consist of the Shares.
4. Agreement Not to Solicit Customers and Employees. Fetter
agrees that, during the term of this Agreement and for a period of
one (1) year following the termination of the Term of this
Agreement, he shall not, either alone or for himself or on behalf
of any other person, firm, corporation or entity, directly or
indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being (or any
prospective supplier not to become) a supplier or customer of
the Company or any of the subsidiaries of the Company or any
of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Fetter shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Fetter at any time and which shall not be public
knowledge (other than by acts of Fetter or his representatives in
<PAGE>
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Fetter shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
6. Injunctive Relief. In the event of a breach by Fetter of
any of the terms or provisions of Sections 4 or 5 of this Agreement,
the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Fetter.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Fetter with respect to the terms of Fetter's
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
<PAGE>
if to Fetter, to: R. Keith Fetter
5467 Bunky Way
Dunwoody, Georgia 30338
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Fetter understands that the Company is not
provided any legal or tax advice regarding this Agreement and
that Fetter is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Fetter is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Fetter may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
R. Keith Fetter
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\EDGAR\11-96\EXHIB99.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is executed as of
November ___, 1996, but shall be considered effective as of the 1st
day of day of April, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and JOHN
HENDERSON, an individual ("Henderson").
W I T N E S S E T H:
WHEREAS, Henderson has experience in waste water treatment
facilities;
WHEREAS, the Company wishes to engage Henderson as an
independent, outside consultant to the Company, and Henderson
desires to accept such engagement, pursuant to the terms and
conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Henderson. The Company does hereby engage
Henderson, and Henderson does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company in connection with:
(a) The construction of the waste water treatment
facility at the Fort Lauderdale, Florida plant of Perma-Fix of
Fort Lauderdale, Inc. ("PFFL"), a wholly owned subsidiary of
the Company;
(b) The design for improvements to, and the upgrade of,
the waste water treatment facility at Perma-Fix of Dayton,
Inc.'s ("PFD"), a wholly owned subsidiary of the Company,
Dayton, Ohio plant;
(c) The construction of improvements to, and the upgrade
of, the waste water treatment facility at PFD's Dayton, Ohio
plant; and,
<PAGE>
(d) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
Provided, however, that Henderson shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Henderson shall be in
connection with the offer or sale of securities or in a capital-
raising transaction.
2. Term. Henderson has and will provide the above consulting
services for the Company under this Agreement for a period of one
(1) year from April 1, 1996 (the "Term").
3. Compensation. In consideration of Henderson providing the
consulting services for PFFL for the period from April 1, 1996,
through August 31, 1996, and for PFFL and PFD for the period from
September 1, 1996, through March 31, 1997, the Company agrees to
issue to Henderson 45,000 shares of the Company's Common Stock (the
"Shares"), payable as follows:
(a) Within ten (10) business days from the date that the
Company's Form S-8 (as defined below) registering the Shares
under the Securities Act of 1933, as amended (the "Act"),
becomes effective with the Securities and Exchange Commission
("Commission") issue to Henderson 20,000 of the Shares;
(b) Three (3) months thereafter, or approximately
January 1, 1997, whichever occurs later, issue to Henderson
15,000 of the Shares; and,
(c) Three months thereafter, or approximately March 1,
1997, whichever occurs first, issue to Henderson the remaining
10,000 of the Shares on approximately April 1, 1997.
The Company shall use reasonable efforts to register the Shares to
be issued to Henderson under this Agreement on a Form S-8
Registration Statement ("Form S-8") under the Act as soon as
reasonably practicable. Henderson shall not be entitled to any cash
compensation for his consulting services rendered under this
Agreement, except as otherwise expressly provided in this Section
3.
If Henderson sells all of the Shares during the Term in open
market transactions for an amount equal to the prevailing fair
market price for such Shares on the date of such sale, and, as a
result of such sale or sales by Henderson of all of the Shares
during the Term, Henderson receives a gross amount, less reasonable
and customary brokerage commissions ("Gross Amount Received by
Henderson"), of less than $90,000, then, within forty-five (45) days
after the end of the Term, the Company will pay to Henderson a sum
equal to $90,000 less the Gross Amount Received by Henderson as a
result of such sale or sales of the Shares by Henderson during the
Term. If the Gross Amount Received by Henderson as a result of each
<PAGE>
sale or sales by Henderson of all of the Shares equal or exceeds
$90,000, the Company shall not have any further liability or
obligation to Henderson under this Agreement.
4. Agreement Not to Solicit Customers and Employees.
Henderson agrees that, during the term of this Agreement and for a
period of one (1) year following the termination of the Term of this
Agreement, he shall not, either alone or for himself or on behalf
of any other person, firm, corporation or entity, directly or
indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being (or any
prospective supplier not to become) a supplier or customer of
the Company or any of the subsidiaries of the Company or any
of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Henderson shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Henderson at any time and which shall not be public
knowledge (other than by acts of Henderson or his representatives
in violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Henderson shall not, without the prior
written consent of the Company, communicate or divulge any such
information, knowledge or data to anyone other than the Company and
those designated by it.
6. Injunctive Relief. In the event of a breach by Henderson
of any of the terms or provisions of Sections 4 or 5 of this
Agreement, the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Henderson.
<PAGE>
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Henderson with respect to the terms of Henderson's
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Henderson, to: John Henderson
3729 N.W. 29th Street
Gainesville, Florida 32605-2250
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Henderson understands that the Company is
not provided any legal or tax advice regarding this Agreement
and that Henderson is to consult with his legal and tax
consultants regarding this Agreement.
(i) Independent Contractor. Henderson is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Henderson may
not bind the Company or any subsidiary of the Company in any
manner whatsoever.
<PAGE>
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on November ___, 1996, but shall be
considered effective as of April 1, 1996.
________________________________
John Henderson
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\11-96\EDGAR\EXHIB99.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this ____
day of November, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and ROBERT
HICKS, an individual ("Hicks").
W I T N E S S E T H:
WHEREAS, Hicks has experience in the real estate business;
WHEREAS, the Company wishes to engage Hicks as an independent,
outside consultant to the Company, and Hicks desires to accept such
engagement, pursuant to the terms and conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Hicks. The Company does hereby engage
Hicks, and Hicks does hereby accept such engagement, as an outside,
independent consultant to provide the following consulting services
for the Company in connection with:
(a) Certain real estate matters, including, but not
limited to, warehouse and office space and leasing of real
estate; and,
(b) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
Provided, however, that Hicks shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Hicks shall be in connection
with the offer or sale of securities or in a capital-raising
transaction.
2. Term. Hicks will provide the above consulting services
for the Company under this Agreement for a period of six (6) months
from the date of this Agreement (the "Term").
<PAGE>
3. Compensation. In consideration of Hicks providing the
consulting services under this Agreement, the Company agrees to
issue to Hicks that number of shares of the Company's Common Stock
(the "Shares") equal to an amount determined by dividing the amount
of invoices received by the Company from Hicks for such consulting
services hereunder and approved by the Company, with the amount of
such invoices not to exceed Six Thousand Dollars ($6,000), by the
closing bid price per share of the Company's Common Stock as quoted
on the NASDAQ on the determination date, with the number of Shares
to be issued to Hicks hereunder not to exceed three thousand five
hundred (3,500), payable within ten (10) business days from the
latter of (i) the date that the Company's Form S-8 (as defined
below) registering the Shares under the Securities Act of 1933, as
amended (the "Act"), becomes effective under the Act or (ii) the
termination of the Term. The Company shall use reasonable efforts
to register the Shares to be issued to Hicks under this Agreement
on a Form S-8 Registration Statement ("Form S-8") under the Act as
soon as reasonably practicable. Hicks shall not be entitled to any
cash compensation for his consulting services rendered under this
Agreement. Hicks' compensation for his services rendered hereunder
shall solely consist of the Shares.
4. Agreement Not to Solicit Customers and Employees. Hicks
agrees that, during the term of this Agreement and for a period of
one (1) year following the termination of the Term of this
Agreement, he shall not, either alone or for himself or on behalf
of any other person, firm, corporation or entity, directly or
indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Hicks shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Hicks at any time and which shall not be public
knowledge (other than by acts of Hicks or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Hicks shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
6. Injunctive Relief. In the event of a breach by Hicks of
any of the terms or provisions of Sections 4 or 5 of this Agreement,
the Company shall be entitled to an injunction to prevent
<PAGE>
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Hicks.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Hicks with respect to the terms of Hicks'
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Hicks, to: Robert Hicks
3406 Oak Cliff Road, Suite D-1
Atlanta, Georgia 30340
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
<PAGE>
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Hicks understands that the Company is not
provided any legal or tax advice regarding this Agreement and
that Hicks is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Hicks is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Hicks may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Release. Except for the Company's obligations under
this Agreement, Hicks does hereby release and forever
discharge the Company and its subsidiaries and their officers,
directors, employees and affiliates from any and all claims or
demands which Hicks may have against any of them as of the
date of this Agreement, whether known or unknown, absolute or
contingent or liquidated or unliquidated
(k) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Robert Hicks
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\11-96\EDGAR\EXHIB99.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this ____
day of November,1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and DR.
JEFFREY SHERMAN, an individual ("Sherman").
W I T N E S S E T H:
WHEREAS, Sherman has experience in certain segments of the
Company's and its subsidiaries' businesses;
WHEREAS, the Company wishes to engage Sherman as an
independent, outside consultant to the Company, and Sherman desires
to accept such engagement, pursuant to the terms and conditions of
this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Sherman. The Company does hereby engage
Sherman, and Sherman does hereby accept such engagement, as an
outside, independent consultant to provide consulting services for
the Company in connection with the sale by the Company of the
Company's Perma-Cool process. Provided, however, that Sherman shall
render bona fide consulting services to the Company under this
Agreement, and none of the consulting services to be rendered by
Sherman hereunder shall be in connection with the offer or sale of
securities or in a capital-raising transaction.
2. Term. Sherman will provide the above consulting services
for the Company under this Agreement for a period of six (6) months
from the date of this Agreement (the "Term").
3. Compensation. In consideration of Sherman providing the
consulting services under this Agreement, if the Company completes
the sale of the Perma-Cool process during the Term the Company
agrees to issue to Sherman that number of shares of the Company's
Common Stock (the "Shares") equal to an amount determined by
<PAGE>
dividing Twenty Thousand (20,000) by the closing bid price per share
of the Company's Common Stock as quoted in the NASDAQ on the date
of completion of the sale by the Company of the Perma-Cool process,
payable within ten (10) business days from the latter of the date
that (i) the Company's Form S-8 (as defined below) registering the
Shares becomes effective under the Securities Act of 1933, as
amended (the "Act"), or (ii) the Company completes the sale of the
Perma-Cool process.
The Company shall use reasonable efforts to register the Shares to
be issued to Sherman under this Agreement on a Form S-8 Registration
Statement ("Form S-8") under the Act as soon as reasonably
practicable. Sherman shall not be entitled to any cash compensation
for his consulting services rendered under this Agreement.
Sherman's compensation for his services rendered hereunder shall
solely consist of the Shares.
4. Agreement Not to Solicit Customers and Employees. Sherman
agrees that, during the Term and for a period of one (1) year
following termination of the Term, he shall not, either alone or for
himself or on behalf of any other person, firm, corporation or
entity, directly or indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following termination of the Term, (i)
Sherman shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Sherman at any time and which shall not be public
knowledge (other than by acts of Sherman or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Sherman shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
6. Injunctive Relief. In the event of a breach by Sherman
of any of the terms or provisions of Sections 4 or 5 of this
Agreement, the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
<PAGE>
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Sherman.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Sherman with respect to the terms of Sherman's
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Sherman, to: Dr. Jeffrey Sherman
P. O. Box 630408
Houston, Texas 77263-0408
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Sherman understands that the Company is not
<PAGE>
provided any legal or tax advice regarding this Agreement and
that Sherman is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Sherman is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Sherman may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Dr. Jeffrey Sherman
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\11-96\EDGAR\EXHIB99.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this 16th
day of September, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and GARY
THOMAS, an individual ("Thomas").
W I T N E S S E T H:
WHEREAS, Thomas is experienced in connection with providing
substitute fuels for cement kilns;
WHEREAS, the Company wishes to engage Thomas as an independent,
outside consultant to the Company, and Thomas desires to accept such
engagement, pursuant to the terms and conditions of this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
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. Engagement of Thomas. The Company does hereby engage
Thomas, and Thomas does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company:
(a) Assist and advise the Company on raw materials for
cement kilns;
(b) Assist and advise the Company on the burning of
hazardous and non-hazardous waste by cement kilns as fuels;
and,
(c) Such other consulting services to be performed on
behalf of the Company as reasonably requested by the Chairman
of the Board or Chief Executive Officer of the Company.
Provided, however, that Thomas shall render bona fide consulting
services to the Company under this Agreement, and none of the
services to be rendered by Thomas hereunder shall be in connection
with the offer or sale of securities or in a capital-raising
transaction.
<PAGE>
2. Term. Thomas will provide the above consulting services
for the Company under this Agreement for a period of six (6) months
from the date of this Agreement.
3. Compensation. In consideration of Thomas providing the
consulting services under this Agreement, the Company agrees to
issue to Thomas 13,000 shares of the Company's Common Stock (the
"Shares") within ten (10) business days from the date that the
Company's Form S-8 (as defined below) registering the Shares under
the Securities Act of 1933, as amended (the "Act"), becomes
effective with the Securities and Exchange Commission
("Commission"). The Company shall use reasonable efforts to
register the Shares to be issued to Thomas under this Agreement on
a Form S-8 Registration Statement ("Form S-8") under the Act as soon
as reasonably practicable. Thomas shall not be entitled to any cash
compensation for his consulting services rendered under this
Agreement. Thomas' compensation for his services rendered hereunder
shall solely consist of the Shares, except as otherwise expressly
provided herein. If on the date that Thomas sells, transfers or
disposes of the Shares in an open market transaction, or on the date
that is six (6) months from the date hereof, whichever event occurs
first (the "Determination Date"), the Shares shall have a Fair
Market Value (as defined below) greater than $21,500, Thomas shall,
within ten (10) days from the Determination Date, pay to the Company
the difference between the Fair Market Value and $21,500. In the
event the Fair Market Value of the Shares does not equal or exceed
$21,500 at any time from the date that the Form S-8 is filed with
the Commission and ending six (6) months from the date of this
Agreement, then the Company shall, within ten (10) business days
after the expiration of six (6) months from the date of this
Agreement, pay to Thomas the difference between $21,500 and the
highest Fair Market Value of the Shares during such period. For the
purposes of this Agreement, the term "Fair Market Value" shall mean,
on any day, the sum determined by multiplying the closing price (as
defined herein) per share of the Company's Common Stock by 13,000.
The "closing price" shall be the reported closing bid price regular
way on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or, if the Company's Common Stock is not
listed or admitted to trading on the NASDAQ, the average of the
closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm reasonably
selected from time to time by the Company's Board of Directors.
4. Confidential Information.
(a) For a one (1) year period following the date of the
Agreement, (i) Thomas shall hold, in a fiduciary capacity for
the benefit of the Company and all subsidiaries of the
Company, all secret or confidential information, knowledge or
data relating to the Company and all subsidiaries of the
Company or any of their affiliated companies and their
respective businesses, which shall have been obtained by
Thomas at any time and which shall not be public knowledge
(other than by acts of Thomas or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, insurance matters, contracts,
matters subject to litigation and information regarding
periods and environmental applications, and (ii) Thomas shall
<PAGE>
not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge or data
to anyone other than the Company and those designated by it.
(b) Injunctive Relief. In the event of a breach by
Thomas of any of the terms or provisions of this Section 4,
the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of
its affiliates. Nothing shall be construed as prohibiting the
Company from pursuing any other remedies (at law or in equity)
available to it for such breach, including, but not limited
to, recovery of damages, attorney's fees and other costs.
5. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that neither party hereto shall assign its
rights hereunder without the prior written consent of the
other party.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Thomas with respect to the terms of Thomas'
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Thomas, to: Gary Thomas
HCR 65, Box 64
Pryor, Oklahoma 74361-9611
<PAGE>
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Thomas understands that the Company is not
provided any legal or tax advice regarding this Agreement and
that Thomas is to consult with his legal and tax consultants
regarding this Agreement.
(j) Independent Contractor. Thomas is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Thomas may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Gary Thomas
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
BALL:\N-P\PESI\S-8\11-96\EDGAR\EXHIB99.8
