AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK (Expires August 31, 2014)

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.

FOR VALUE RECEIVED, subject to the provisions set forth below, the undersigned, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “ Company ”), hereby certifies that CVC California, LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”), is entitled to purchase from the Company up to Two Million Seven Hundred Thousand (2,700,000) fully paid and nonassessable shares (the “ Warrant Shares ”) of the Company’s common stock, $.001 par value per share (the “ Common Shares ”), for cash at a price of $0.01 per share (the “ Exercise Price ”) at any time and from time to time from and after the date hereof and until 5:00 p.m. (Pacific time) on August 31, 2014 (the “ Expiration Date ”) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Notice of Exercise attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof.  The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant.

1.           Exercise of Warrant.

1.1.           Exercise .  This Warrant shall be exercisable at any time and from time to time from the date hereof until the Expiration Date, and this Warrant shall expire on the Expiration Date.  Upon exercise of this Warrant, the Exercise Price shall be payable in cash or by check.  This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional Warrant Shares.  If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form to this Warrant, in the name of the Holder, evidencing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which new Warrant shall be signed by an appropriate officer of the Company.  The term “Warrant” as used herein shall include any subsequent Warrant issued as provided herein.

1.2.           Exercise Procedures; Delivery of Certificate .  Upon surrender of this Warrant with a duly executed Notice of Exercise in the form of Annex A attached hereto, together with payment of the Exercise Price for the Warrant Shares purchased, at the Company’s principal executive offices (the “ Designated Office ”), the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased.  The Company agrees that the Warrant Shares shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered together with the Notice of Exercise and payment for such Warrant Shares.

1.3.           Cashless Exercise .  In connection with any exercise of this Warrant, in lieu of payment of the Exercise Price in cash, the Holder may exercise this Warrant, in whole or in part, by presentation and surrender of this Warrant to the Company, together with a Cashless Exercise Form in the form attached hereto as Annex B (or a reasonable facsimile thereof) duly executed (a “ Cashless Exercise ”).  Such presentation and surrender shall be in lieu of the Holder's obligation to pay all or any portion of the Exercise Price, as the case may be.  In the event of a Cashless Exercise, the Holder shall exchange this Warrant for that number of Common Shares determined by multiplying the number of Common Shares for which this Warrant is being exercised by a fraction, (a) the numerator of which shall be the difference between (i) the then current market price per Common Share, and (ii) the Exercise Price, and (b) the denominator of which shall be the then current market price per Common Share.  For purposes of any computation under this Section l.3, the then current market price per Common Share at any date shall be deemed to be the average of the daily trading price for the ten (10) consecutive trading days immediately prior to the Cashless Exercise.  If, during such measuring period, there shall occur any event which gives rise to any adjustment of the Exercise Price, then a corresponding adjustment shall be made with respect to the closing prices of the Common Shares for the days prior to the Effective Date of such adjustment event.  As used herein, the term “trading price” on any relevant date means (A) if the Common Shares are listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Nasdaq Select Market (or any replacement Nasdaq market), the closing sale price (or, if no closing sale price is reported, the last reported sale price) of the Common Shares (regular way), or (B) if the Common Shares are not so listed but quotations for the Common Shares are reported on the OTC Bulletin Board, the most recent closing price as reported on the OTC Bulletin Board.

1.4.           Put Option .

(a)           In the event that and at such time as the Company or any of its subsidiaries or stockholders enters into a binding agreement with respect to any Sale (as such term is defined in the Amended and Restated Revolving Credit and Term Loan Agreement dated as of September 4, 2009 by and between CVC California, LLC and the Company (the “ Loan Agreement ”)) or (if sooner) on that date which is thirty (30) days prior to any payment or required payment in full of the Obligations (as such term is defined in the Loan Agreement) (exclusive of obligations under this Section 1.4), the Company shall, in addition to any notice required under the Loan Agreement, give written notice to the Holder (and/or, if applicable, the holder of the Warrant Shares) setting forth in reasonable detail the circumstances and material terms of the subject Sale agreement or the pendency of such payment (as the case may be).  Subject to and in accordance with the provisions of this Section 1.4, the Holder (which term, for purposes of this Section 1.4, shall include each holder of Warrant Shares) shall have the right and option (the “ Put Option ”), exercisable effective at any time upon or after the consummation of such Sale or payment, or upon and after the occurrence and during the continuance of an Event of Default (as such term is defined in the Loan Agreement) or any other event or circumstance which causes, effects or requires any payment in full under the Loan Agreement (such Sale, payment in full, Maturity Date or Event of Default, each a “ Triggering Event ”) and until the Expiration Date, to require the Company to redeem and purchase any or all Warrant Shares or rights to purchase Warrant Shares hereunder, for a cash purchase price of $0.75 per Warrant Share or per right to purchase a Warrant Share hereunder (the “ Option Purchase Price ”), such Option Purchase Price to be subject to adjustment from time to time in respect of any events as described in Section 3.2 below; and to the extent that, in accordance with Section 3 below, the Holder’s rights upon exercise of this Warrant would include the right to acquire other securities or property, then the exercise of the Put Option shall also constitute a put to the Company of such corresponding other securities or property.

(b)           The Put Option shall be exercisable by the Holder providing a completed Put Option exercise form in the form attached hereto as Annex C (or a reasonable facsimile thereof) duly executed, to the Company at the Designated Office, not less than ten (10) days prior to the Holder’s required date of payment as set forth in such exercise form.  Upon payment of the Option Purchase Price by the Company to the Holder, the Holder shall surrender this Warrant (and/or the certificate(s) representing the subject Warrant Shares, as applicable) to the Company, against delivery to the Holder of a replacement Warrant (and/or certificate(s) representing Warrant Shares, as applicable) representing the portion (if any) of this Warrant or the Warrant Shares (as applicable) not purchased by the Company hereunder.

(c)           In the event that any proposed Sale, refinancing or repayment which gave rise to the exercise of the Put Option is abandoned or is not consummated, then such exercise of the Put Option shall be null and void ab initio , and the Put Option shall thereafter be applicable and exercisable in connection with any subsequent proposed Sale or other Triggering Event, in accordance with this Section 1.4

(d)           In the event that the Put Option is exercised at or prior to the time of the repayment in full of the other Obligations (as such term is defined in the Loan Agreement), then the applicable Option Purchase Price shall constitute Obligations which shall be secured by all Guaranties and Collateral (as such terms are defined in the Loan Agreement) then securing the Obligations.

2.           Transfer; Issuance of Stock Certificates; Restrictive Legends .

2.1.           Transfer .  Each transfer of this Warrant and all rights hereunder, in whole or in part, shall be subject to and effected in compliance with any and all applicable securities laws, and shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with a written assignment of this Warrant in the form of Annex D attached hereto duly executed by the Holder or its agent or attorney.  Upon such surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, if any.  A Warrant may be exercised by the new Holder for the purchase of Warrant Shares without having a new Warrant issued.  Prior to due presentment for registration of transfer thereof, the Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary.  All Warrants issued upon any assignment of Warrants shall be the valid obligations of the Company, evidencing the same rights and entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange.

2.2.           Stock Certificates .  Certificates for the Warrant Shares shall be delivered to the Holder within five (5) Business Days (as such term is defined in the Loan Agreement described in Section 3.7(a) below) after the rights represented by this Warrant shall have been exercised pursuant to Section 1, and a new Warrant representing the right to purchase the Common Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time.  The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof including, without limitation, any documentary, stamp or similar tax that may be payable in respect thereof; provided , however , that the Company 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 Holder, and the Company shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that any such tax has been paid; !and further provided , that the Company shall not be required to pay any income tax to which the Holder hereof may be subject in connection with the issuance of this Warrant or the Warrant Shares.

2.3.           Restrictive Legend . Except as otherwise provided in this Section 2, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement dated as of August 31, 2008 (the “ Registration Rights Agreement ”) executed by the Company in favor of the Holder, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act.  Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

3.           Adjustment of Number of Shares; Exercise Price; Nature of Securities Issuable Upon Exercise of Warrants.

3.1.           Exercise Price; Adjustment of Number of Shares .  The Exercise Price and the number of shares purchasable hereunder shall be subject to adjustment from time to time as hereinafter provided; provided , however , that, notwithstanding the below, in no case shall the Exercise Price be reduced to below the par value per share of the class of stock for which this Warrant is exercisable at such time.

3.2.           Adjustments Upon Distribution, Subdivision or Combination .  If the Company, at any time or from time to time after the issuance of this Warrant, shall (a) make a dividend or distribution on its Common Shares payable in Common Shares, (b) subdivide or reclassify the outstanding Common Shares into a greater number of shares, or (c) combine or reclassify the outstanding Common Shares into a smaller number of shares, the Exercise Price in effect at that time and the number of Warrant Shares into which the Warrant is exercisable at that time shall be proportionately adjusted effective as of the record date for the dividend or distribution or the effective date of the subdivision, combination or reclassification.

3.3.           Adjustment Upon Other Distributions .  If the Company, at any time or from time to time after the issuance of this Warrant, makes a distribution to the holders of Common Shares which is payable in securities of the Company other than Common Shares, then, in each such event, provision shall be made so that the Holder shall recei