REVOLVING CREDIT 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, referred to as the “ Payee ”), on December 31, 2010 (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 Seven Hundred Thousand ($700,000) Dollars or, if less, the aggregate unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit Agreement of even date herewith by and between GEM 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, payable at a rate per annum equal to the greater of (a) the Prime Rate (as such term is hereinafter defined) as in effect from time to time plus two (2%) percent, or (b) ten (10%) percent; provided , however , that during the continuance of any Event of Default under the Loan Agreement, the interest rate otherwise applicable hereunder shall be increased by five hundred (500) basis points, and accrued interest shall be payable on demand.  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 monthly in arrears on the first day of each calendar month commencing September 1, 2009, and upon maturity or acceleration hereof.

As used herein, the term “Prime Rate” shall mean the “prime rate” or “base rate” of interest publicly announced by Citibank, N.A. (or any successor thereto, or in the event that such bank shall cease to exist and shall have no successor, any other domestic commercial bank selected by the Payee in good faith) from time to time, which is merely a reference rate for determining the interest rate to be charged on loans or other financial transactions, and may or may not be the best rate offered by such bank for commercial loans; and upon each announced change of the Prime Rate by such bank, the interest rate hereunder shall be correspondingly adjusted.

The Maker shall have the right, at any time and from time to time, without premium 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 2.06 of the Loan Agreement.

Unless the Maker shall be otherwise notified in writing by the Payee, all principal and interest hereunder are payable in lawful money of the United States of America at the office of the Payee, or to the Payee’s designated bank account, in immediately available funds.  Payments of principal and/or interest hereunder shall be made by wire or electronic funds transfer to