AMENDED AND RESTATED REVOLVING CREDIT NOTE

FOR VALUE RECEIVED , the undersigned, 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 (hereinafter, collectively with CVC, referred to as the “ Payee ”), ON DEMAND (or, in the absence of demand, on August 31, 2011, or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of One Million Seven Hundred Thousand ($1,700,000) Dollars or, if less, the aggregate then-outstanding principal amount of all Advances made by the Payee to the Maker pursuant to that certain 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 ”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time to time from the date hereof until payment in full hereof, at the rate of ten (10%) percent per annum; provided , however , that during the continuance of any Event of Default under the Loan Agreement, the interest rate otherwise applicable hereunder shall be increased to fifteen (15%) percent per annum.  All interest shall be computed on the daily unpaid principal balance hereof 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 upon maturity or acceleration hereof.

The Maker shall have the right, at any time and from time to time, without preimum or penalty, to prepay all or any portion of the principal balance of this Note upon written notice to the Payee, stating the amount of the prepayment.  In addition, the Maker shall be required to make principal payments hereunder, without requirement of notice or demand, as and to the extent provided in Sections 2.01(d) and 2.07 of the Loan Agreement.

Unless the Maker shall be otherwise notified in writing by CVC, all principal and interest hereunder are payable in lawful money of the United States of America at the office of CVC set forth in the Loan Agreement in immediately available funds.  Payments of principal and/or interest hereunder shall be made, at the Payee’s option, by debiting any demand deposit account(s) in the name of the Maker at the Payee (or any agent of the Payee) or in such other reasonable manner as may be designated by the Payee in writing to the Maker and in any event shall be made in immediately available funds.  The Maker hereby irrevocably authorizes the Payee to so debit any and all such demand deposit accounts.

The Maker hereby waives presentment, demand, dishonor, protest, notice of protest, diligence and any other notice or action otherwise required to be given or taken under the law in connection with the delivery, acceptance, performance, default, enforcement or collection of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended, modified or subordinated (by forbearance or otherwise) from time to time, without in any way affecting the liability of the Maker.  The Maker hereby further waives the benefit of any exemption under the homestead exemption laws, if any, or any other exemption, appraisal or insolvency laws, and consents that the Payee may release or surrender, exchange or substitute any personal property or ot