ex_10-6.htm


    
      

      

    

    Exhibit
      10.6

     

     

    
      
        
          	 	
                  
                    THIS
                      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
                      OF THIS
                      WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                      1933, AS
                      AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE
                      COMMON STOCK
                      ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED
                      FOR SALE,
                      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE
                      REGISTRATION
                      STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
                      STATE
                      SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION
                      REQUIREMENTS.

                     

                  

                	 


        

         

      

      
        
          Right
            to
            Purchase up to 516,218 Shares of Common Stock of

          General
            Environmental Management, Inc., a Nevada corporation

          (subject
            to adjustment as provided herein)

           

          COMMON
            STOCK PURCHASE WARRANT

           

        

        
          	
                  No.
                    929

                	
                  Issue
                    Date:  October 31, 2007

                


        

         

      

    

     

    GENERAL
      ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the
      State of Nevada (the “Company”), hereby certifies that,
      for value received, VALENS U.S. SPV I, LLC, or assigns (the
“Holder”), is entitled, subject to the terms set forth below,
      to purchase from the Company (as defined herein) from and after the Issue Date
      of this Warrant and at any time or from time to time before 5:00 p.m., New
      York
      time, through the close of business October 31, 2014 (the “Expiration
      Date”), up to 516,218 fully paid and non-assessable shares of Common
      Stock (as hereinafter defined), $0.001 par value per share, at the applicable
      Exercise Price per share (as defined below).  The number and character
      of such shares of Common Stock and the applicable Exercise Price per share
      are
      subject to adjustment as provided herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)  Common
      Stock” means (i) the Company’s Common Stock, par value $0.001 per
      share; and (ii) any other securities into which or for which any of the
      securities described in the preceding clause (i) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of assets
      or otherwise.

     

    (b)  “Company”
      means General Environmental Management, Inc., a Nevada corporation, and any
      person or entity which shall succeed, or assume the obligations of, General
      Environmental Management, Inc., a Nevada corporation, hereunder.

     

    (c)  “Exercise
      Price” means:

     

    (i)  a
      price
      of $1.38 per share (as adjusted from time to time in accordance with the terms
      hereof) for the first 344,145 shares acquired hereunder; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    (ii)  a
      price
      of $2.75 per share (as adjusted from time to time in accordance with the terms
      hereof) for the next 172,073 shares acquired hereunder.

     

    (d)  “Other
      Securities” means any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder at any time shall be entitled to receive, or shall have received, on
      the
      exercise of this Warrant, in lieu of or in addition to Common Stock, or which
      at
      any time shall be issuable or shall have been issued in exchange for or in
      replacement of Common Stock or Other Securities pursuant to Section 4 or
      otherwise.

     

    (e)  “Purchase
      Agreement” means the Securities Purchase Agreement dated as of the date
      hereof among the Company, the Holder, the other Purchasers (as defined therein)
      from time to time party thereto and LV Administrative Services, Inc., as
      administrative and collateral agent for the Purchasers (as defined therein),
      as
      amended, modified, restated and/or supplemented from time to time.

     

    1.  Exercise
      of Warrant.

     

    1.1  Number
      of Shares Issuable upon Exercise.  From and after the date hereof
      through and including the Expiration Date, the Holder shall be entitled to
      receive, upon exercise of this Warrant in whole or in part, by delivery of
      an
      original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the “Exercise Notice”), 516,218 shares of
      Common Stock of the Company, subject to adjustment pursuant to Section
      4.

     

    1.2  Fair
      Market Value.  For purposes hereof, the “Fair Market Value” of a
      share of Common Stock as of a particular date (the “Determination
      Date”) shall mean:

     

    (a)  If
      the
      Company’s Common Stock is traded on the American Stock Exchange
      or  another national exchange or is quoted on the National or Capital
      Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the
      closing or last sale price, respectively, reported for the last business day
      immediately preceding the Determination Date.

     

    (b)  If
      the
      Company’s Common Stock is not traded on the American Stock Exchange or another
      national exchange or on the Nasdaq but is traded on the NASD Over the Counter
      Bulletin Board, then the mean of the average of the closing bid and asked prices
      reported for the last business day immediately preceding the Determination
      Date.

     

    (c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of this Warrant are outstanding at the Determination
      Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.3  Company
      Acknowledgment.  The Company will, at the time of the exercise of
      this Warrant, upon the request of the Holder acknowledge in writing its
      continuing obligation to afford to the Holder any rights to which the Holder
      shall continue to be entitled after such exercise in accordance with the
      provisions of this Warrant.  If the Holder shall fail to make any such
      request, such failure shall not affect the continuing obligation of the Company
      to afford to the Holder any such rights.

     

    1.4  Trustee
      for Warrant Holders.  In the event that a bank or trust company
      shall have been appointed as trustee for the Holder pursuant to Subsection
      3.2,
      such bank or trust company shall have all the powers and duties of a warrant
      agent (as hereinafter described) and shall accept, in its own name for the
      account of the Company or such successor person as may be entitled thereto,
      all
      amounts otherwise payable to the Company or such successor, as the case may
      be,
      on exercise of this Warrant pursuant to this Section 1.

     

    2.  Procedure
      for Exercise.

     

    2.1  Delivery
      of Stock Certificates, Etc., on Exercise.  The Company agrees that
      the shares of Common Stock purchased upon exercise of this Warrant shall be
      deemed to be issued to the Holder as the record owner of such shares as of
      the
      close of business on the date on which this Warrant shall have been surrendered
      and payment made for such shares in accordance herewith.  As soon as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business days thereafter, the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder, or as the Holder (upon
      payment by the Holder of any applicable transfer taxes) may direct in compliance
      with applicable securities laws, a certificate or certificates for the number
      of
      duly and validly issued, fully paid and non-assessable shares of Common Stock
      (or Other Securities) to which the Holder shall be entitled on such exercise,
      plus, in lieu of any fractional share to which the Holder would otherwise be
      entitled, cash equal to such fraction multiplied by the then Fair Market Value
      of one full share, together with any other stock or other securities and
      property (including cash, where applicable) to which the Holder is entitled
      upon
      such exercise pursuant to Section 1 or otherwise.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.2  Exercise.

     

    (a)  Payment
      may be made either (i) in cash by wire transfer of immediately available funds
      or by certified or official bank check payable to the order of the Company
      equal
      to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant,
      or
      shares of Common Stock and/or Common Stock receivable upon exercise of this
      Warrant in accordance with the formula set forth in subsection (b) below, or
      (iii) by a combination of any of the foregoing methods, for the number of shares
      of Common Stock specified in such Exercise Notice (as such exercise number
      shall
      be adjusted to reflect any adjustment in the total number of shares of Common
      Stock issuable to the Holder per the terms of this Warrant) and the Holder
      shall
      thereupon be entitled to receive the number of duly authorized, validly issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

     

    (b)  Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, the Holder may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Exercise
      Notice in which event the Company shall issue to the Holder a number of shares
      of Common Stock computed using the following formula:

     

    
      
        	
                X=

              	
                Y(A-B)

                
                     
                    A

                

              
	 	 
	
                Where
                  X =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder

              
	 	 
	
                Y
                  =

              	
                the
                  number of shares of Common Stock purchasable under this Warrant
                  or, if
                  only a portion of this Warrant is being exercised, the portion
                  of this
                  Warrant being exercised (at the date of such
                  calculation)

              
	 	 
	
                A
                  =

              	
                the
                  Fair Market Value of one share of the Company’s Common Stock (at the date
                  of such calculation)

              
	 	 
	
                B
                  =

              	
                the
                  Exercise Price per share (as adjusted to the date of such
                  calculation)

              


      

       

    

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.1  Reorganization,
      Consolidation, Merger, Etc.  If there occurs any capital
      reorganization or any reclassification of the Common Stock of the Company,
      the
      consolidation or merger of the Company with or into another person (other than
      a
      merger or consolidation of the Company in which the Company is the continuing
      entity and which does not result in any reorganization or reclassification
      of
      its outstanding Common Stock) or the sale or conveyance of all or substantially
      all of the assets of the Company to another person, then, as a condition
      precedent to any such reorganization, reclassification, consolidation, merger,
      sale or conveyance, the Holder will be entitled to receive upon surrender of
      this Warrant to the Company (x) to the extent there are cash proceeds resulting
      from the consummation of such reorganization, reclassification, consolidation,
      merger, sale or conveyance, in exchange for such Warrant, cash in an amount
      equal to the cash proceeds that would have been payable to the Holder had the
      Holder exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance,
      less the aggregate Exercise Price payable upon exercise of this Warrant, and
      (y)
      to the extent that the Holder would be entitled to receive Common stock (or
      Other Securities) (in addition to or in lieu of cash in connection with any
      such
      reorganization, reclassification, consolidation, merger, sale or conveyance),
      the same kind and amounts of securities or other assets, or both, that are
      issuable or distributable to the holders of outstanding Common Stock (or Other
      Securities) of the Company with respect to their Common Stock (or Other
      Securities) upon such reorganization, reclassification, consolidation, merger,
      sale or conveyance, as would have been deliverable to the Holder had the Holder
      exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance
      less
      an amount of such securities having a value equal to the aggregate Exercise
      Price payable upon exercise of this Warrant.

     

    3.2  Dissolution.  In
      the event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder
      pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
      a
      bank or trust company specified by the Holder and having its principal office
      in
      New York, NY as trustee for the Holder (the
“Trustee”).

     

    3.3  Continuation
      of Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the terms
      hereof shall be applicable to the shares of stock and other securities and
      property receivable on the exercise of this Warrant after the consummation
      of
      such reorganization, consolidation or merger or the effective date of
      dissolution following any such transfer, as the case may be, and shall be
      binding upon the issuer of any such stock or other securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section
      4.  In the event this Warrant does not continue in full force and
      effect after the consummation of the transactions described in this Section
      3,
      then the Company’s securities and property (including cash, where applicable)
      receivable by the Holder will be delivered to the Holder or the Trustee as
      contemplated by Section 3.2.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.  Extraordinary
      Events Regarding Common Stock.  In the event that the Company
      shall (a) issue additional shares of the Common Stock as a dividend or other
      distribution on outstanding Common Stock or any preferred stock issued by the
      Company, (b) subdivide its outstanding shares of Common Stock or (c) combine
      its
      outstanding shares of the Common Stock into a smaller number of shares of the
      Common Stock, then, in each such event, the Exercise Price shall, simultaneously
      with the happening of such event, be adjusted by multiplying the then Exercise
      Price by a fraction, the numerator of which shall be the number of shares of
      Common Stock outstanding immediately prior to such event and the denominator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      after such event, and the product so obtained shall thereafter be the Exercise
      Price then in effect. The Exercise Price, as so adjusted, shall be readjusted
      in
      the same manner upon the happening of any successive event or events described
      herein in this Section 4.  The number of shares of Common Stock that
      the Holder shall thereafter, on the exercise hereof as provided in Section
      1, be
      entitled to receive shall be adjusted to a number determined by multiplying
      the
      number of shares of Common Stock that would otherwise (but for the provisions
      of
      this Section 4) be issuable on such exercise by a fraction of which (a) the
      numerator is the Exercise Price that would otherwise (but for the provisions
      of
      this Section 4) be in effect, and (b) the denominator is the Exercise Price
      in
      effect on the date of such exercise (taking into account the provisions of
      this
      Section 4).  Notwithstanding the foregoing, in no event shall the
      Exercise Price be less than the par value of the Common Stock.

     

    5.  Certificate
      as to Adjustments.  In each case of any adjustment or readjustment
      in the shares of Common Stock (or Other Securities) issuable on the exercise
      of
      this Warrant, the Company at its expense will promptly cause its Chief Financial
      Officer or other appropriate designee to compute such adjustment or readjustment
      in accordance with the terms of this Warrant and prepare a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based, including a statement of (a) the
      consideration received or receivable by the Company for any additional shares
      of
      Common Stock (or Other Securities) issued or sold or deemed to have been issued
      or sold, (b) the number of shares of Common Stock (or Other Securities)
      outstanding or deemed to be outstanding, and (c) the Exercise Price and the
      number of shares of Common Stock to be received upon exercise of this Warrant,
      in effect immediately prior to such adjustment or readjustment and as adjusted
      or readjusted as provided in this Warrant.  The Company will forthwith
      mail a copy of each such certificate to the Holder and any warrant agent of
      the
      Company (appointed pursuant to Section 11 hereof).

     

    6.  Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.  The Company will
      at all times reserve and keep available, solely for issuance and delivery on
      the
      exercise of this Warrant, shares of Common Stock (or Other Securities) from
      time
      to time issuable on the exercise of this Warrant.

     

    7.  Assignment;
      Exchange of Warrant.  Subject to compliance with applicable
      securities laws, this Warrant, and the rights evidenced hereby, may be
      transferred by any registered holder hereof (a “Transferor”) in
      whole or in part.  On the surrender for exchange of this Warrant, with
      the Transferor’s endorsement in the form of Exhibit B attached hereto
      (the “Transferor Endorsement Form”) and together with evidence
      reasonably satisfactory to the Company demonstrating compliance with applicable
      securities laws, which shall include, without limitation, a legal opinion from
      the Transferor’s counsel (at the Company’s expense) that provides that such
      transfer is exempt from the registration requirements of applicable securities
      laws, the Company at its expense (but with payment by the Transferor of any
      applicable transfer taxes) will issue and deliver to or on the order of the
      Transferor thereof a new Warrant of like tenor, in the name of the Transferor
      and/or the transferee(s) specified in such Transferor Endorsement Form (each
      a
“Transferee”), calling in the aggregate on the face or faces
      thereof for the number of shares of Common Stock called for on the face or
      faces
      of this Warrant so surrendered by the Transferor.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8.  Replacement
      of Warrant.  On receipt of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant and,
      in
      the case of any such loss, theft or destruction of this Warrant, on delivery
      of
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of this Warrant, the Company at its expense will execute and
      deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.  Registration
      Rights.  The Holder has been granted certain registration rights
      by the Company.  These registration rights are set forth in a
      Registration Rights Agreement entered into by the Company and Holder dated
      as of
      the date hereof, as the same may be amended, modified and/or supplemented from
      time to time.

     

    10.  Maximum
      Exercise.  Notwithstanding anything herein to the contrary, in no
      event shall the Holder be entitled to exercise any portion of this Warrant
      in
      excess of that portion of this Warrant upon exercise of which the sum of (1)
      the
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unexercised portion of this Warrant or the
      unexercised or unconverted portion of any other security of the Holder subject
      to a limitation on conversion analogous to the limitations contained herein)
      and
      (2) the number of shares of Common Stock issuable upon the exercise of the
      portion of this Warrant with respect to which the determination of this proviso
      is being made, would result in beneficial ownership by the Holder and its
      Affiliates of any amount greater than 9.99% of the then outstanding shares
      of
      Common Stock (whether or not, at the time of such exercise, the Holder and
      its
      Affiliates beneficially own more than 9.99% of the then outstanding shares
      of
      Common Stock). As used herein, the term “Affiliate” means any
      person or entity that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      person or entity, as such terms are used in and construed under Rule 144 under
      the Securities Act of 1933, as amended.   For purposes of the second
      preceding sentence, beneficial ownership shall be determined in accordance
      with
      Section 13(d) of the Securities Exchange Act of 1934, as amended, and
      Regulations 13D-G thereunder, except as otherwise provided in clause (1) of
      such
      sentence.  For any reason at any time, upon written or oral request of
      the Holder, the Company shall within two (2) business days confirm orally and
      in
      writing to the Holder the number of shares of Common Stock outstanding as of
      any
      given date.  The limitations set forth herein (x) shall automatically
      become null and void following notice to the Company upon the occurrence and
      during the continuance of an Event of Default (as defined in the Note referred
      to in the Purchase Agreement) and (y) may be waived by the Holder upon provision
      of no less than sixty-one (61) days prior written notice to the Company;
      provided, however, that, such written notice of waiver shall only be effective
      if delivered at a time when no indebtedness (including, without limitation,
      principal, interest, fees and charges) of the Company of which the Holder or
      any
      of its Affiliates was, at any time, the owner, directly or indirectly is
      outstanding.

     

    11.  Warrant
      Agent.  The Company may, by written notice to the Holder of this
      Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
      Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
      this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing, and thereafter any such issuance, exchange
      or replacement, as the case may be, shall be made at such office by such
      agent.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12.  Transfer
      on the Company’s Books.  Until this Warrant is transferred on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary.

     

    13.  Rights
      of Shareholders.  The Holder shall not be entitled to vote or
      receive dividends or be deemed the holder of the shares of Common Stock or
      any
      other securities of the Company which may at any time be issuable upon exercise
      of this Warrant for any purpose (the “Warrant Shares”), nor
      shall anything contained herein be construed to confer upon the Holder, as
      such,
      any of the rights of a shareholder of the Company or any right to vote for
      the
      election of directors or upon any matter submitted to shareholders at any
      meeting thereof, or to give or withhold consent to any corporate action (whether
      upon the recapitalization, issuance of shares, reclassification of shares,
      change of nominal value, consolidation, merger, conveyance or otherwise) or
      to
      receive notice of meetings, or to receive dividends or subscription rights
      or
      otherwise, in each case, until the earlier to occur of (x) the date of actual
      delivery to Holder (or its designee) of the Warrant Shares issuable upon the
      exercise hereof or (y) the third business day following the date such Warrant
      Shares first become deliverable to Holder, as provided herein.

     

    14.  Notices,
      Etc.  All notices and other communications from the Company to the
      Holder shall be mailed by first class registered or certified mail, postage
      prepaid, at such address as may have been furnished to the Company in writing
      by
      the Holder from time to time.

     

    15.  Miscellaneous.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  ANY ACTION
      BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
      BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED
      IN
      THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
      THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The
      individuals executing this Warrant on behalf of the Company agree to submit
      to
      the jurisdiction of such courts and waive trial by jury.  The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorneys’ fees and costs.  In the event that any provision
      of this Warrant is invalid or unenforceable under any applicable statute or
      rule
      of law, then such provision shall be deemed inoperative to the extent that
      it
      may conflict therewith and shall be deemed modified to conform with such statute
      or rule of law.  Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of this Warrant.  The headings in this Warrant are
      for purposes of reference only, and shall not limit or otherwise affect any
      of
      the terms hereof.  The invalidity or unenforceability of any provision
      hereof shall in no way affect the validity or enforceability of any other
      provision hereof.  The Company acknowledges that legal counsel
      participated in the preparation of this Warrant and, therefore, stipulates
      that
      the rule of construction that ambiguities are to be resolved against the
      drafting party shall not be applied in the interpretation of this Warrant to
      favor any party against the other party.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above

     

    
      
        	
                WITNESS:

              	 	GENERAL
                ENVIRONMENTAL
                MANAGEMENT, INC., 
                a
                  Nevada corporation

              	 
	 	 	 	 	 
	
                 

              	 	
                By: 
                  

              	
                 

              	 
	
                 

              	 	 	
                Name 

              	 
	
                 

              	 	 	
                Title

              	 


      

       

    

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        A

       

      FORM
        OF SUBSCRIPTION

       

      (To
        Be
        Signed Only On Exercise Of Warrant)

       

      
        	
                To:

              	
                General
                  Environmental Management, Inc.

              


      

      
        	
                 

              	
                3191
                  Temple Avenue, Suite 250

              


      

      
        	
                 

              	
                Pomona,
                  CA 91768

              


      

      
        	
                 

              	
                Attention:  President

              


      

       

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (No.____) (the “Warrant”), hereby irrevocably elects to
        purchase (check applicable box):

       

      
        	_______	
                ________
                  shares of the common stock covered by the Warrant; or

              
	 	 
	_______	
                the
                  maximum number of shares of common stock covered by the Warrant
                  pursuant
                  to the cashless exercise procedure set forth in Section 2 of the
                  Warrant.

              


      

       

      The
        undersigned herewith makes payment of the full Exercise Price for such shares
        at
        the price per share provided for in the Warrant, which is
        $___________.  Such payment takes the form of (check applicable box or
        boxes):

       

      
        	_______	
                $__________
                  in lawful money of the United States; and/or

              
	 	 
	_______	
                the
                  cancellation of such portion of the Warrant as is exercisable for
                  a total
                  of _______ shares of Common Stock (using a Fair Market Value of
                  $_______
                  per share for purposes of this calculation); and/or

              
	 	 
	_______	
                the
                  cancellation of such number of shares of Common Stock as is necessary,
                  in
                  accordance with the formula set forth in Section 2.2 of the Warrant,
                  to
                  exercise this Warrant with respect to the maximum number of shares
                  of
                  Common Stock purchasable pursuant to the cashless exercise procedure
                  set
                  forth in Section 2 of the Warrant.

              


      

       

      
        The
          undersigned requests that the certificates for such shares be issued in
          the name
          of, and delivered to _______________________________whose address is
          _____________________________________________.

         

      

      The
        undersigned represents and warrants that all offers and sales by the undersigned
        of the securities issuable upon exercise of the Warrant shall be made pursuant
        to registration of the Common Stock under the Securities Act of 1933, as
        amended
        (the “Securities Act”) or pursuant to an exemption from
        registration under the Securities Act.

       

      
        	Dated:
                	
                 

                
                  

                

              	 	
                 

                
                  

                

                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

              
	 	
                 

              	 	
              
	 	 	 	
                 

                Address:

                
                  

                

                
                  

                

              


      

      
         

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        B

       

      FORM
        OF TRANSFEROR ENDORSEMENT

       

      (To
        Be
        Signed Only On Transfer Of Warrant)

       

      
        For
          value
          received, the undersigned hereby sells, assigns, and transfers unto the
          person(s) named below under the heading “Transferees” the right represented by
          the within Warrant to purchase the percentage and number of shares of Common
          Stock of General Environmental Management, Inc. into which the within Warrant
          relates specified under the headings “Percentage Transferred” and “Number
          Transferred,” respectively, opposite the name(s) of such person(s) and appoints
          each such person Attorney to transfer its respective right on the books
          of
          General Environmental Management, Inc. with full power of substitution
          in the
          premises.

         

      

      
        	
                Transferees

              	
                Address

              	
                Percentage

                Transferred

              	
                Number

                Transferred

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      
        
          	Dated:
                  	
                   

                  
                    

                  

                	 	
                   

                  
                    

                  

                  (Signature
                    must conform to name of holder as specified on the face of the
                    Warrant)

                
	 	
                   

                	 	
                
	 	 	 	
                   

                  Address:

                  
                    

                  

                  
                    

                  

                
	 	 	 	 
	 	 	 	
                  
                    SIGNED
                      IN THE PRESENCE OF:

                  

                   

                   

                  
                    

                  

                   (Name)

                
	 	 	 	 
	 	 	 	 
	
                  ACCEPTED
                    AND AGREED:

                  [TRANSFEREE]
                    
                     

                     

                    

                  

                                                    
                    (Name)