PURCHASE MONEY NOTE

FOR VALUE RECEIVED, the undersigned, MTS ACQUISITION COMPANY, INC., a California corporation (the “ Maker ”), hereby promises to pay to GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“ GEM ”), or registered assigns (hereinafter, collectively with GEM, the “ Payee ”), the sum of Five Million Six Hundred Thousand ($5,600,000) Dollars (the “ Principal ”), with interest thereon, on the terms and conditions set forth herein.

Payments of principal of, interest on and any other amounts with respect to this Purchase Money Note (this “ Note ”) are to be made in lawful money of the United States of America.

1.            Payments .

(a)            Interest .  This Note shall bear interest (“ Interest ”) on Principal amounts outstanding from time to time from the date hereof at the rate of eight (8%) percent per annum; provided , however , that during the continuance of any Event of Default (as such term is hereinafter defined), the interest rate hereunder shall be thirteen (13%) percent per annum.  All Interest shall be computed on the daily unpaid Principal balance of this Note based on a three hundred sixty (360) day year.

(b)            Payments .  On the first day of each calendar month commencing September 1, 2009 through and including August 1, 2010, accrued Interest on the outstanding Principal shall be due and payable.  Thereafter, Principal and Interest under this Note shall be payable in thirty-six (36) consecutive equal monthly installments of Principal and Interest of $174,321.50 each, with the first installment due and payable on September 1, 2010, and with subsequent installments due and payable on the first day of each calendar month thereafter through and including August 1, 2013.  To the extent that Principal hereunder shall at any time bear interest at the default rate provided in paragraph 1(a) above, then, simultaneously with the next scheduled payment of Principal and Interest, or upon acceleration of this Note, there shall be due and payable the additional accrued Interest arising by reason of the increase in the applicable interest rate hereunder.

(c)            Non-Business Day .  If any scheduled payment date as aforesaid is not a business day in the State of California or the State of Florida, then the payment to be made on such scheduled payment date shall be due and payable on the next succeeding business day, with additional interest on any Principal amount so delayed for the period of such delay.  As used in this Note, the term “business day” shall mean any day that is not a Saturday, Sunday or legal holiday in the State of California.

2.            Prepayment .

(a)            Optional Prepayment of Principal .  All or any portion of the unpaid Principal balance of this Note, together with all accrued and unpaid Interest on the Principal amount being prepaid, may at the Maker’s option be prepaid in whole or in part, without premium or penalty, at any time or from time to time, upon five (5) business days’ prior written notice to the Payee.

(b)            Mandatory Prepayments of Principal .  The entire Principal balance of this Note, and all accrued and unpaid Interest hereunder, (i) shall be required to be prepaid upon the consummation of any Sale (as such term is defined in the Revolving Credit Agreement described in paragraph 3 below), and (ii) may be required to be prepaid during the existence of any Event of Default.

(c)            Application of Payments .  Any and all prepayments hereunder shall be applied first to unpaid accrued Interest on the Principal amount being prepaid and then to Principal, and the remaining installments hereunder shall be recalculated so as to provide for equal monthly payments of Principal and Interest on the scheduled payment dates through the reminder of the stated payment term pursuant to paragraph 1(b) above.

3.            Events of Default .  The failure of the Maker to make any payment when due hereunder and the continuance of such default for five (5) business days after such payment was first due and payable, or the existence of any event, circumstance or condition which constitutes or would constitute an Event of Default under the Revolving Credit Agreement of even date herewith by and between GEM and the Maker (regardless of whether such Revolving Credit Agreement has theretofore expired or been terminated) shall constitute an Event