AMENDED AND RESTATED CONVERTIBLE TERM NOTE

This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws .

FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “ Maker ”), hereby promises to pay to CVC California, LLC, a Delaware limited liability company (“ CVC ”), or registered assigns (collectively with CVC, the “ Payee ”), the sum of Six Million Three Hundred Fourteen Thousand Six Hundred Ninety-Nine and 59/100 ($6,314,699.59 Dollars (the “ Principal ”), with interest thereon, on the terms and conditions set forth herein and in the Amended and Restated Revolving Credit and Term Loan Agreement of even date herewith by and between CVC and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “ Loan Agreement ”).  Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement.

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

Principal and accrued interest of this Note may or shall be convertible into common stock of the Maker as provided in Section 3 below.

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 fourteen (14%) percent per annum; provided , however , that during the continuance of any Event of Default, the Interest rate hereunder shall be increased to nineteen (19%) 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, and shall be payable ON DEMAND or, in the absence of demand, monthly in arrears on the first day of each calendar month commencing November 1, 2009 and on the maturity hereof.

(b)            Principal .  The Principal of this Note shall be payable ON DEMAND or, in the absence of demand, (i) in seven (7) equal monthly installments of $138,000 each, due and payable on the first day of each calendar month commencing December 1, 2009 and continuing through and including June 1, 2010, and (ii) a final installment due and payable on June 30, 2010 in an amount equal to the entire remaining Principal balance of this Note.

(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.

2.            Prepayment .

(a)            Optional Prepayment of Principal . The unpaid Principal balance of this Note may, at the Maker’s option, be prepaid in whole or in part, at any time or from time to time upon twenty (20) days’ prior written notice to the Payee, provided that the Payee shall retain the right to convert all or any portion of such Principal amount called for prepayment, together with any or all Interest accrued thereon, at any time prior to the date fixed for prepayment, and thereafter until such prepayment is actually made.  Any optional prepayment of Principal hereunder (other than a prepayment (i) required pursuant to Section 2.02(e) of the Loan Agreement, or (ii) made with the proceeds received from the sale of any business unit or units, promptly upon receipt of such proceeds) shall require the simultaneous payment of a prepayment premium as provided in Section 2.03(c) of the Loan Agreement.

(b)            Mandatory Prepayment of Principal .  The Principal of this Note may be required to be prepaid in accordance with Section 2.07 of the Loan Agreement, and such prepayment shall, unless made with the proceeds received from the sale of any business unit or units, be subject to the payment of a prepayment premium as provided in Section 2.03(c) of the Loan Agreement.  In addition, Principal and accrued interest of this Note shall be required to be prepaid in the event and to the extent that and at the same time as there shall be paid any amounts pursuant to Section 2.2 of that certain Stock Purchase Agreement dated as of August 17, 2009 by and among MTS Acquisition Company, Inc., the Maker, General Environmental Management, Inc. (a Delaware corporation), and GEM Mobile Treatment Services, Inc. (as same may be amended, modified, supplemented and/or restated from time to time, the “ Stock Purchase Agreement ”), and no prepayment premium shall be required in respect thereof.

(c)            Interest . Except to the extent that such Interest is converted as herein provided, each prepayment of Principal shall be accompanied by all accrued Interest on the Principal amount prepaid or converted accrued to the date of prepayment or conversion.

(d)            Application of Payments .  Any and all prepayments hereunder shall be applied first to any prepayment premium required under Section 2(a) or 2(b) above, then to unpaid accrued Interest on the Principal amount being prepaid, and finally to the remaining Principal installments in inverse order of maturity.

3.            Conversion .

(a)            Optional and Mandatory Conversion .  The Payee may, at its option, upon written notice to the Maker given at any time and from time to time, convert all or any portion of the unpaid Principal balance of this Note, and/or any accrued Interest thereon, into shares of common stock of the Maker (“ Common Stock ”), at a price of $0.60 per share of Common Stock (as same may be adjusted from time to time in accordance herewith, the “ Conversion Price ”).

(b)            Mechanics of Conversion .  Upon notice to the Maker of the Payee’s conversion election as provided in Section 3(a), the Maker shall, in accordance with Section 3(c), issue to the Payee (or to the Payee’s designee(s) set forth in the Payee’s conversion election) the number of shares of Common Stock to which the Payee shall be entitled upon such conversion, and shall deliver or cause to be delivered to the Payee or such designee(s) the certificates representing such shares of Common Stock.  All shares of Common Stock issued or delivered upon any conversion hereunder shall, when issued or delivered, be duly authorized, validly issued, fully paid and nonassessable.  In lieu of any fractional shares to which the Payee would otherwise be entitled, the Maker shall pay cash equal to such fraction multiplied by the per share Conversion Price.

(c)            Issuance of Common Stock Upon Conversion .  Within a reasonable time, not exceeding five (5) Business Days after the Conversion Date, the Maker shall deliver or cause to be delivered, to or upon the written order of the Payee, certificates representing the number of fully paid and nonassessable shares of Common Stock into which this Note has been converted in accordance with the provisions of this Section 3.  If so requested by the Maker, the Payee shall, within a reasonable time (not exceeding five (5) Business Days after receipt by the Payee of such certificates), surrender this Note to the Maker for cancellation, against delivery of a replacement Note representing the remaining balance (if any) of this Note which has not been converted.  Subject to the following provisions of this Section 3, such conversion shall be deemed to have occurred on the Conversion Date, so that the Payee of this Note or such Payee’s designee(s) shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

(d)            Taxes on Conversion .  The issuance of certificates for shares for Common Stock upon the conversion of this Note shall be made without charge by the Maker to the converting Payee for any tax in respect of the issuance of such certificates and such certificates shall be issued in the name of, or in such names as may be directed by, the Payee; provided , however , that the Maker shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of any such certificate in a name other than that of the Payee, and the Maker shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Maker the amount of any such tax or shall have established to the satisfaction of the Maker that any such tax has been paid; and further provided , that the Maker shall not be required to pay any income tax to which the Payee may be subject in respect of the issuance of this Note or the shares issued upon conversion hereof.

(e)            Adjustment of Shares .

(i)             Stock Dividends, Distributions or Subdivisions .  In the event that, at any time and from time to time from and after the date of this Note, the Maker shall issue additional shares of Common Stock (or securities convertible into Common Stock) in a stock dividend, stock distribution or subdivision paid with respect to Common Stock, or declare any dividend or other distribution payable in additional shares of Common Stock (or securities convertible into Common Stock) or effect a split or subdivision of the outstanding shares of Common Stock, then, concurrently with the effectiveness of such stock dividend, stock distribution or subdivision, the then-effective Conversion Price shall be proportionately decreased, and the number of shares of Common Stock issuable upon conversion of this Note shall thus be proportionately increased.  The Maker shall not, at any time, take any action which would cause the Conversion Price to be reduced to an amount less than the par value per share of the class of stock into which this Note is convertible.

(ii)           Combinations or Consolidations .  In the event that, at any time and from time to time from and after the date of this Note, the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then, concurrently with the effectiveness of such combination or consolidation, the then-effective Conversion Price shall be proportionately increased, and the number of shares of Common Stock issuable upon conversion of this Note shall thus be proportionately decreased.

(iii)            Other Dividends or Distributions .  If the Maker, at any time or from time to time after the issuance of this Note, makes a distribution to the holders of Common Stock which is payable in securities of the Maker other than Common Stock, then, in each such event, provision shall be made so that the Payee shall receive upon conversion of this Note, in addition to the number of shares of Common Stock, the amount of such securities of the Maker which would have been received if the portion of this Note so converted had been exercised for Common Stock on the date of such event, subject to adjustments subsequent to the date of such event with respect to such distributed securities which shall be on terms as nearly equivalent as practicable to the adjustments provided in this Section 3(e)(iii) and all other adjustments under this Section 3(e).  Nothing contained in this Section 3(e)(iii) shall be deemed to permit the payment of any distribution in violation of the Loan Agreement.

(iv)            Merger, Consolidation or Exchange .  If, at any time or from time to time after the date of this Note, there occurs any merger, consolidation, arrangement or statutory share exchange of the Maker with or into any other person or entity, then, in each such event, provision shall be made so that the Payee shall receive upon conversion of this Note the kind and amount of shares and other securities and property (including cash) which would have been received upon such merger, consolidation, arrangement or statutory share exchange by the Payee if the portion of this Note so converted had been exercised for shares of Common Stock immediately prior to such merger, consolidation, arrangement or statutory share exchange, subject to adjustmen