GENERAL ENVIRONMENTAL MANAGEMENT, INC. 2009 FLEXIBLE STOCK PLAN

ARTICLE I - NAME AND PURPOSE

1.1 Name .  The name of the Plan is the “General Environmental Management, Inc. 2009 Flexible Stock Plan" (the "Plan").

1.2 Purpose.   General Environmental Management, Inc. (the "Company") has established the Plan to attract, retain, motivate and reward employees, directors, officers, consultants and advisors , to encourage ownership of the Company's Common Stock by employees and other individuals, and to promote and further the best interests of the Company.

ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1 General Definitions.   The following words and phrases, when used in the Plan, unless otherwise specifically defined or unless the context clearly otherwise requires, shall have the following respective meanings:

(a) "Agreement" means the document which evidences the grant of any Benefit (as defined below) under the Plan and which sets forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit.

(b) "Benefit" means any benefit granted to a participant under the Plan.

(c) "Board" means the Board of Directors of the Company.

(d) "Committee" means the Committee described in Section 5.1, or in the event that the Board of Directors does not appoint a Committee, then the Board of Directors.

(e) "Common Stock" means the Company's common stock, $0.001 par value.

(f) "Effective Date" means the date that the Plan is adopted by the Board of Directors.

(g) "Employee" means any person employed by the Employer and any director, officer, consultant and advisor.

(h) "Employer" means the Company and all Subsidiaries.

(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(j) "Fair Market Value" means the last reported sale price, regular way, of the Shares on any day or, in case no such reported sale takes place on such day, the average of the reported closing  bid and asked prices, regular way, in either case on the principal national securities exchange on which the Shares are listed or if the Shares are not listed on a national securities exchange and are listed on the Nasdaq Stock Market, the sale price determined in the same fashion or, if the  Shares are not so listed on any of the foregoing, the average of the bid and asked prices on such day as furnished by dealers in the Shares in the over-the-counter market.  All calculations of the current market price shall be made to the nearest cent.

(k) "Option" means an option to purchase Shares granted under the Plan.

(l)  "Other Stock Based Award" means an award under the Plan that is valued in whole or in part by reference to, or is otherwise based on, Common Stock.

(m) "Participant" means a person who is granted a Benefit under the Plan.

(n) "Performance Share" means a Share awarded to a Participant under ARTICLE XIV of this Plan.

(o) "Plan" means the General Environmental Management, Inc. 2009 Flexible Stock Plan, and all amendments and supplements to it.

(p) "Restricted Stock" means Shares issued under ARTICLE XIII of the Plan.

(q) "Share" means a share of Common Stock.

(r) "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of grant of an Option or other Benefit, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.2 Other Definitions .  In addition to the above definitions, certain words and phrases used in the Plan and any Agreement may be defined in other portions of the Plan or in such Agreement.

2.3 Conflicts in Plan. In the case of any conflict in the terms of the Plan relating to a Benefit, the provisions in the ARTICLE of the Plan which specifically permits the grant of such Benefit shall control those in a different ARTICLE.

ARTICLE III - COMMON STOCK

3.1 Number of Shares.   The number of Shares which may be issued or sold or for which Options or Performance Shares may be granted under the Plan is fixed at 3,000,000 Shares.  At this date there are no shares issued and outstanding under this Plan. Such Shares may be authorized but unissued Shares, or Shares held in the treasury, or both.

3.2 Re-usage.   If an Option expires or is terminated, surrendered, or canceled without having been fully exercised, if Restricted Stock or Performance Shares are forfeited, or if any other grant results in any Shares not being issued, the Shares covered by such Option, grant of Restricted Shares, Performance Shares or other grant, as the case may be, shall again be available for use under the Plan, to the fullest extent permitted under applicable law.

3.3   Adjustments.   If there is any change in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, the number and class of shares available for Options and grants of Restricted Stock, Performance Shares and Other Stock Based Awards and the number of Shares subject to outstanding Options, grants of Restricted Stock and Performance Shares which are not vested, and Other Stock Based Awards, and the price thereof, as applicable, shall be appropriately adjusted by the Committee.

ARTICLE IV - ELIGIBILITY

4.1 Determined By Committee.   The Participants and the Benefits they receive under the Plan shall be determined solely by the Committee, or in the event the Board of Directors does not appoint a Committee, then by the Board of Directors (hereinafter the Committee or the Board, if there is no Committee appointed, is referred to as the “Committee).  In making its determinations, the Committee shall consider past, present and expected future contributions of Participants and potential Participants to the Company, including, without limitation, the performance of, or the refraining from the performance of, services.

ARTICLE V - ADMINISTRATION

5.1 Committee.

(a) The Plan shall be administered by the Board of Directors of the Company, the Stock Option Committee of the Board or another committee of the Board, all as shall be determined by the Board.

(b) If the Board appoints a Committee, the Committee shall be comprised of not less than one person, and each member of the Committee shall be a member of the Board. Subject to the foregoing, the Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may remove members of the Committee, at the sole discretion of the Board of Directors.

(c) The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

5.2 Powers.

(a) The Board or the Committee, if so determined by the Board, shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be issued or adopted by the Board, to grant eligible persons Benefits under the Plan, to determine the restrictions, terms and conditions (which need not be identical) of all Benefits so granted, to interpret the provisions of the Plan and any Agreements relating to Benefits granted under the Plan, and to supervise the administration of the Plan.

(b) The Board or the Committee, if the Board shall so determine, shall have sole authority in the selection of directors, officers and employees of the Company or a Subsidiary, and any consultant, advisor or independent contractor to the Company or a Subsidiary, to whom Awards may be granted under the Plan and in the determi