FEE NOTE

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 One Hundred Sixty-Four Thousand ($164,000) Dollars (the “ Principal ”), with interest thereon, on the terms and conditions set forth herein and in the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 by and between CVC and the Maker (as same has been and may hereafter 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 Fee 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 seven (7%) percent per annum; provided , however , that during the continuance of any Event of Default, the Interest rate hereunder shall be increased to twelve (12%) 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 monthly in arrears on the first day of each calendar month commencing July 1, 2009 and on the maturity hereof.

      (b)            Principal .  The Principal of this Note shall be payable in full on August 31, 2011.

      (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, without premium or penalty, at any time or from time to time upon twenty (20) days’ prior written notice to the Payee.

      (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.

      (c)            Interest . Each prepayment of Principal shall be accompanied by all accrued Interest on the Principal amount prepaid accrued to the date of prepayment.

3.            Loan Documents .  This Note is issued pursuant to the terms of the Loan Agreement and is secured pursuant to the provisions of certain “Security Documents” referred to in the Loan Agreement.  This Note is entitled to all of the benefits of the Loan Agreement and in said Security Documents, including provisions governing the payment and the acceleration of maturity hereof, which agreements and instruments are hereby incorporated by reference herein and made a part hereof.  The occurrence and continuance of an Event of Default under the Loan Agreement shall constitute a default under this Note and shall entitle the Payee to accelerate the entire indebtedness hereunder and take such other action as may be provided for in the Loan Agreement and/or in any and all