ex_10-9.htm


    
      

      

    

    Exhibit
      10.9

     

     

    EQUITY
      PLEDGE AGREEMENT

     

    THIS
      EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of
      October__, 2007 by and among LV ADMINISTRATIVE SERVICES, INC., as administrative
      and collateral agent for the Creditor Parties (as defined below) (the
“Pledgee”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation
      (the “Company”), and each of the undersigned parties, other than the
      Agent (the Company and each such other undersigned party, a “Pledgor” and
      collectively, the “Pledgors”).

     

    RECITALS

     

    WHEREAS,
      pursuant to that certain Securities Purchase Agreement dated as of the date
      hereof (as amended, modified, extended, renewed or replaced from time to time,
      the “Purchase Agreement”) by and among the Company, the purchasers from
      time to time party thereto (the “Purchasers”) and the Agent (the
      Purchasers and the Agent, together, the “Creditor Parties”), the Related
      Agreements (as defined in the Purchase Agreement) and all other documents,
      instruments and agreements executed in connection therewith (the Purchase
      Agreement, Related Agreements and all such other documents, instruments and
      agreements, collectively, the “Documents”), the Creditor Parties have
      agreed to extend certain financial accommodations to the Company for its benefit
      and the benefit of certain of its subsidiaries.

     

    WHEREAS,
      it is a condition precedent to the effectiveness of the Purchase Agreement
      and
      the obligations of the Creditor Parties thereunder that each Pledgor shall
      have
      executed and delivered this Agreement to Agent in favor of the Creditor
      Parties.

     

    NOW,
      THEREFORE, in consideration of these premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.  Definitions.  Unless
      otherwise defined herein, capitalized terms used herein shall have the meanings
      ascribed to such terms in the Purchase Agreement and the Related Agreements,
      as
      applicable.

     

    2.  Pledge
      and Grant of Security Interest.  To secure the prompt payment and
      performance in full when due, whether by lapse of time or otherwise, of the
      Secured Obligations (as defined below), each Pledgor hereby pledges and assigns
      to Agent, for the ratable benefit of the Creditor Parties, and grants to Agent,
      for the ratable benefit of the Creditor Parties, a security interest (the
“Security Interest”) in any and all right, title and interest of such
      Pledgor in and to the following, whether now owned or existing or owned,
      acquired, or arising hereafter (collectively, the
“Collateral”):

     

    (a)  Equity
      Interests.  100% of each class of the issued and outstanding stock
      and/or membership interests, as applicable, owned by each Pledgor of each
      Subsidiary set forth on Schedule 1 attached hereto together with the
      certificates or other agreements or instruments, if any, representing such
      stock
      and/or membership interests, and all options and other rights, contractual
      or
      otherwise, with respect thereto (together with the shares of stock and
      membership interests and/or proceeds described in Sections 2(b) and 2(c) below,
      the “Equity Interests”), including, but not limited to, the
      following:

     

    
      
        
        

      

      
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    (i)  all
      shares or securities representing a dividend on any of the Equity Interests,
      or
      representing a distribution or return of capital upon or in respect of the
      Equity Interests, or resulting from a stock split, revision, reclassification
      or
      other exchange therefor, and any subscriptions, warrants, rights or options
      issued to the holder of, or otherwise in respect of, the Equity Interests;
      and

     

    (ii)  without
      affecting the obligations of the Pledgors under any provision prohibiting such
      action hereunder or under any Document, in the event of any consolidation or
      merger involving the issuer of any Equity Interests and in which such issuer
      is
      not the surviving entity, all shares of each class of the stock of the successor
      entity formed by or resulting from such consolidation or merger.

     

    (b)  Additional
      Interests.  100% of each class of the issued and outstanding stock
      and/or membership interests owned by each Pledgor of any Person which hereafter
      becomes a Subsidiary, including, without limitation, the certificates, if any,
      representing such stock and/or membership interests.

     

    (c)  Proceeds.  All
      proceeds and products of the foregoing, however and whenever acquired and in
      whatever form.

     

    Without
      limiting the generality of the foregoing, it is hereby specifically understood
      and agreed that each Pledgor may from time to time hereafter deliver additional
      shares of stock and/or membership interests, as applicable, to Agent, for the
      ratable benefit of the Creditor Parties as collateral security for the Secured
      Obligations.  Upon delivery to Agent, such additional shares of stock
      and/or membership interests shall be deemed to be part of the Collateral and
      shall be subject to the terms of this Agreement whether or not Schedule 1 is
      amended to refer to such additional shares or membership interests.

     

    3.  Security
      for Secured Obligations.  The security interest created hereby in
      the Collateral of each Pledgor constitutes continuing collateral security for
      the Secured Obligations.  The term “Secured Obligations” shall
      mean:  (a) the obligations owing to the Creditor Parties under the
      Documents and (b) all other obligations and liabilities of each Pledgor to
      the
      Creditor Parties whether now existing or hereafter arising, direct or indirect,
      liquidated or unliquidated, absolute or contingent, due or not due and whether
      under, pursuant to or evidenced by a note, agreement, guaranty, instrument
      or
      otherwise (in each case, irrespective of the genuineness, validity, regularity
      or enforceability of such Secured Obligations, or of any instrument evidencing
      any of the Secured Obligations or of any collateral therefor or of the existence
      or extent of such collateral, and irrespective of the allowability, allowance
      or
      disallowance of any or all of such in any case commenced by or against any
      Pledgor under Title 11, United States Code, including, without limitation,
      obligations of a Pledgor for post-petition interest, fees, costs and charges
      that would have accrued or been added to the Secured Obligations but for the
      commencement of such case).

     

    
      
        
        

      

      
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    4.  Delivery
      of the Collateral.  Each Pledgor hereby agrees that:

     

    (a)  Delivery
      of Certificates.  Each Pledgor shall deliver to Agent or its
      designee (i) simultaneously with or prior to execution and delivery of this
      Agreement, all certificates representing Equity Interests of GEM Mobile
      Treatment Services, Inc. and (ii) promptly upon the receipt thereof by or on
      behalf of each Pledgor, all other certificates and instruments constituting
      the
      Collateral.  Prior to delivery to Agent or its designee, all such
      certificates and instruments constituting the Collateral shall be held in trust
      by each Pledgor for the benefit of the Creditor Parties pursuant
      hereto.  All such certificates shall be delivered in suitable form for
      transfer by delivery or shall be accompanied by duly executed instruments of
      transfer or assignment in blank, substantially in the form provided in Schedule
      2 attached hereto.

     

    (b)  Additional
      Securities.  If any Pledgor shall receive by virtue of its being
      or having been the owner of any Collateral, any (i) stock certificate,
      membership certificate or other certificate representing stock or a membership
      interest, including without limitation, any certificate representing a dividend
      or distribution in connection with any increase or reduction of capital,
      reclassification, merger, consolidation, sale of assets, combination of shares
      or membership or equity interests, stock splits, spin-off or split-off,
      promissory notes or other instrument; (ii) option or right, whether as an
      addition to, substitution for, or an exchange for, any Collateral or otherwise;
      (iii) dividends payable in securities; or (iv) distributions of securities
      in
      connection with a partial or total liquidation, dissolution or reduction of
      capital, capital surplus or paid-in surplus, then such Pledgor shall receive
      such certificate, instrument, option, right or distribution in trust for the
      benefit of the Creditor Parties, shall segregate it from such Pledgor’s other
      property and shall deliver it forthwith to Agent, for the ratable benefit of
      the
      Creditor Parties, or the Agent’s designee, in the exact form received together
      with any necessary endorsement and/or appropriate stock power or membership
      interest power, as applicable, duly executed in blank, substantially in the
      form
      provided in Schedule 2, to be held by Agent or its designee, as applicable,
      as
      Collateral and as further collateral security for the Secured
      Obligations.

     

    (c)  Financing
      Statements.  Each Pledgor authorizes Agent to file such UCC (as
      defined in Section 5(b) below) or other applicable financing statements as
      may
      be reasonably requested by Agent in order to perfect and protect the Security
      Interest created hereby in the Collateral.

     

    5.  Representations
      and Warranties.  Each Pledgor hereby represents and warrants to
      the Creditor Parties, that until such time as all of the Secured Obligations
      shall be indefeasibly paid in full:

     

    (a)  Authorization
      of the Equity Interests.  The Equity Interests set forth on
      Schedule 1 hereto are duly authorized and validly issued, are fully paid and
      nonassessable and are not subject to the preemptive rights of any
      Person.  All other shares of stock or membership interests
      constituting Collateral will be duly authorized and validly issued, fully paid
      and nonassessable and not subject to the preemptive rights of any
      Person.

     

    (b)  Title.  Each
      Pledgor has good and indefeasible title to the Collateral and will at all times
      be the legal and beneficial owner of such Collateral free and clear of any
      attachments, levies, taxes, liens, security interests and encumbrances of every
      kind and nature (“Liens”), except Liens securing the Secured Obligations
      and Liens securing obligations to Laurus Master Fund, Ltd. (“Laurus”) and
      Valens US SPV I, LLC (“Valens US” and together with Laurus, the “Prior
      Secured Parties” and each, a “Prior Secured Party”).  Other
      than with respect to the Liens in favor of the Prior Secured Parties, there
      exists no “adverse claim” within the meaning of Section 8-102 of the Uniform
      Commercial Code as in effect in the State of New York (the “UCC”) with
      respect to the Equity Interests.

     

    
      
        
        

      

      
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    (c)  Exercising
      of Rights.  To the best of each Pledgor’s knowledge, other than
      with respect to agreements between any Pledgor and a Prior Secured Party, the
      exercise by the Agent of its rights and remedies hereunder will not violate
      any
      law or governmental regulation or any material contractual restriction binding
      on or affecting such Pledgor or any of its property.

     

    (d)  Pledgor’s
      Authority.  No authorization, approval or action by, and no notice
      or filing with any governmental authority or with the issuer of any Equity
      Interests is required either (i) for the pledges made by any Pledgor or for
      the
      granting of the security interests by any Pledgor pursuant to this Agreement
      or
      (ii) to the best of each Pledgor’s knowledge, for the exercise by the Agent of
      its rights and remedies hereunder (except as may be required by laws affecting
      the offering and sale of securities).

     

    (e)  Security
      Interest/Priority.  This Agreement creates a valid security
      interest in favor of Agent, for the ratable benefit of the Creditor Parties,
      in
      the Collateral.  The taking possession by Agent of the certificates,
      if any, representing the Equity Interests and all other certificates and
      instruments constituting Collateral and/or the execution and delivery of a
      Control Agreement (as defined in Section 6(d) below) with regard to such
      uncertificated Equity Interests consisting of membership interests will perfect
      and establish the first priority of Agent’s security interest, for the ratable
      benefit of the Creditor Parties, in the Equity Interests and, when properly
      perfected by filing or registration, in all other Collateral represented by
      such
      Equity Interests and instruments securing the Secured
      Obligations.  Except as set forth in this Section 5(e), no action is
      necessary to perfect or otherwise protect such security interest.

     

    6.  Covenants.  Each
      Pledgor hereby covenants, that until such time as all of the Secured Obligations
      shall be indefeasibly paid in full, such Pledgor, shall:

     

    (a)  Books
      and Records.  Mark its books and records (and shall cause each
      issuer of the Equity Interests of such Pledgor to mark its books and records)
      to
      reflect the security interest granted to Agent, for the ratable benefit of
      the
      Creditor Parties, pursuant to this Agreement and the other
      Documents.

     

    (b)  Defense
      of Title.  Warrant and defend title to and ownership of the
      Collateral at its own expense against the claims and demands of all other
      parties claiming an interest therein, keep the Collateral free from all Liens,
      other than Liens in favor of the Prior Secured Parties, and not sell, exchange,
      transfer, assign, lease or otherwise dispose of the Collateral or any interest
      therein nor create, incur or permit to exist any Lien whatsoever with respect
      to
      any of the Collateral or the proceeds thereof other than that created hereby
      and
      Liens in favor of the Prior Secured Parties.

     

    (c)  Additional
      Equity Interests.  Not consent to or approve the issuance of (i)
      any additional shares of any class of capital stock or other equity interests
      of
      any issuer of such Equity Interests; or (ii) any securities convertible either
      voluntarily by the holder thereof or automatically upon the occurrence or
      nonoccurrence of any event or condition into, or any securities exchangeable
      for, any such shares, unless, in either case, such shares are pledged as
      Collateral pursuant to this Agreement.

     

    
      
        
        

      

      
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    (d)  Further
      Assurances.  Promptly execute and deliver at its expense all
      further instruments and documents and take all further action that may be
      reasonably necessary and desirable or that Agent may reasonably request in
      order
      to (i) perfect and protect the security interest created hereby in the
      Collateral (including without limitation any and all action necessary to satisfy
      Agent that Agent, for the ratable benefit of the Creditor Parties, has obtained
      a perfected Security Interest in any stock and/or membership interest); (ii)
      enable Agent, as agent for the Creditor Parties, to exercise and enforce its
      rights and remedies hereunder in respect of the Collateral; and (iii) otherwise
      effect the purposes of this Agreement, including, without limitation and if
      requested by Agent, (A) delivering to Agent irrevocable proxies in respect
      of
      the Collateral, which irrevocable proxies will be strictly and only for the
      purpose of allowing Agent to perfect and protect the Security Interest granted
      or purported to be granted hereby or to enable Agent, as agent for the Creditor
      Parties, to exercise and enforce its rights and remedies hereunder with respect
      to the Collateral and (B) executing and delivering, and causing the issuer
      of
      such Equity Interests to execute and deliver, a limited liability company or
      a
      limited partnership control agreement (“Control Agreement”) in form and
      substance satisfactory to Agent.

     

    (e)  Amendments.  Not
      make or consent to any amendment or other modification or waiver with respect
      to
      any of the Collateral or enter into any agreement or allow to exist any
      restriction with respect to any of the Collateral other than pursuant hereto,
      including, without limitation, any amendment that would (i) impair the
      Collateral or adversely affect in any respect the rights, privileges, benefits
      and security interests provided to or intended to be provided to Agent, for
      the
      ratable benefit of the Creditor Parties, under this Agreement, other than Liens
      in favor of the Prior Secured Parties, or (ii) that in any way adversely affects
      the perfection of the Security Interest of Agent, for the ratable benefit of
      the
      Creditor Parties, in the Collateral, including, without limitation, any
      amendment electing to no longer treat any membership interest as a security
      under Section 8-103 of the UCC, or any election to turn any previously
      certificated membership interest into an uncertificated membership
      interest.

     

    (f)  Compliance
      with Securities Laws.  File all reports and other information now
      or hereafter required to be filed by such Pledgor with the United States
      Securities and Exchange Commission and any other state, federal or foreign
      agency in connection with the ownership of the Collateral.

     

    7.  Advances
      by the Agent.  Upon the occurrence and during the continuance of
      an Event of Default (as defined below), Agent may, at its sole option and in
      its
      sole discretion, perform the covenants and agreements of the Pledgors set forth
      herein, and in so doing, may expend such sums as Agent may reasonably deem
      advisable in the performance thereof, including, without limitation, the payment
      of any insurance premiums, the payment of any taxes, a payment to obtain a
      release of a Lien or potential Lien, expenditures made in defending against
      any
      adverse claim and all other expenditures which the Creditor Parties may make
      for
      the protection of the Collateral or which it may be compelled to make by
      operation of law.  All such sums and amounts so expended shall be
      repayable by the applicable Pledgor(s) promptly upon timely notice thereof
      and
      demand therefor, shall constitute additional Secured Obligations and shall
      bear
      interest from the date said amounts are expended at the Contract Rate for the
      Notes.  No such performance of any covenant or agreement by the
      Creditor Parties on behalf of any Pledgor, and no such advance or expenditure
      therefor, shall relieve any Pledgor of any default under the terms of this
      Agreement or the other Documents.  The Creditor Parties may make any
      payment hereby authorized in accordance with any bill, statement or estimate
      procured from the appropriate public office or holder of the claim to be
      discharged without inquiry into the accuracy of such bill, statement or estimate
      or into the validity of any tax assessment, sale, forfeiture, tax lien, title
      or
      claim except to the extent such payment is being contested in good faith by
      a
      Pledgor in appropriate proceedings and against which adequate reserves are
      being
      maintained in accordance with GAAP.

     

    
      
        
        

      

      
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    8.  Events
      of Default.  Each of the following shall constitute an event of
      default (“Event of Default”) hereunder:

     

    (a)  An
“Event
      of Default” under any Document or any agreement or note related to any Document
      shall have occurred and be continuing beyond any applicable cure
      period;

     

    (b)  Any
      Pledgor shall default in the performance of any of its obligations under any
      agreement between such Pledgor and Agent and/or the Creditor Parties, including,
      without limitation, this Agreement, and such default shall not be cured during
      any applicable cure period;

     

    (c)  Any
      representation or warranty of any Pledgor made herein, in any Document or in
      any
      agreement, statement or certificate given in writing pursuant hereto or thereto
      or in connection herewith or therewith shall be false or misleading in any
      material respect;

     

    (d)  Any
      portion of the Collateral is subjected to a levy of execution, attachment,
      distraint or other judicial process or any portion of the Collateral is the
      subject of a claim or a Lien (other than by Agent, for the ratable benefit
      of
      the Creditor Parties, or the Prior Secured Parties) or a Lien or other right
      or
      interest in or to the Collateral and such levy or claim shall not be cured,
      disputed or stayed within a period of fifteen (15) business days after the
      occurrence thereof; or

     

    (e)  Any
      Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
      of,
      or the taking of possession by, a receiver, custodian, trustee, liquidator
      or
      other fiduciary of itself or of all or a substantial part of its property,
      (ii)
      make a general assignment for the benefit of creditors, (iii) commence a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any
      petition filed against it in any involuntary case under such bankruptcy laws,
      or
      (vii) take any action for the purpose of effecting any of the
      foregoing.

     

    9.  Remedies.

     

    (a)  General
      Remedies.  Upon the occurrence of an Event of Default and during
      the continuation thereof, Agent shall have, in respect of the Collateral, in
      addition to the rights and remedies provided herein, in the Documents or by
      law,
      the rights and remedies of a secured party under the UCC or any other applicable
      law.

     

    
      
        
        

      

      
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    (b)  Transfer
      and Sale of Collateral.  Upon the occurrence of an Event of
      Default and during the continuation thereof, without limiting the generality
      of
      this Section and without notice, Agent may, in its sole discretion, sell or
      otherwise dispose of or realize upon the Collateral, or any part thereof, in
      one
      or more parcels, at public or private sale, at any exchange or broker’s board or
      elsewhere, at such price or prices and on such other terms as Agent may deem
      commercially reasonable, for cash, credit or for future delivery or otherwise
      in
      accordance with applicable law.  To the extent permitted by law, Agent
      may in such event, bid for the purchase of such securities.  Each
      Pledgor agrees that, to the extent notice of sale shall be required by law
      and
      has not been waived by such Pledgor, any requirement of reasonable notice shall
      be met if notice, specifying the place of any public sale or the time after
      which any private sale is to be made, is personally served on or mailed, postage
      prepaid, to such Pledgor at the address set forth below such Pledgor’s signature
      block hereto at least ten (10) days before the time of such
      sale.  Agent shall not be obligated to make any sale of the Collateral
      regardless of notice of sale having been given.  Agent may adjourn any
      public or private sale from time to time by announcement at the time and place
      fixed therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

     

    (c)  Private
      Sale.  Upon the occurrence of an Event of Default and during the
      continuation thereof, each Pledgor recognizes that Agent may deem it
      impracticable to effect a public sale of all or any part of the Equity Interests
      or any of the securities constituting the Collateral and that Agent may,
      therefore, determine to make one or more private sales of any such securities
      to
      a restricted group of purchasers who will be obligated to agree, among other
      things, to acquire such securities for their own account, for investment and
      not
      with a view to the distribution or resale thereof.  Each Pledgor
      acknowledges that any such private sale may be at prices and on terms less
      favorable to the seller than the prices and other terms which might have been
      obtained at a public sale and, notwithstanding the foregoing, agrees that such
      private sale shall be deemed to have been made in a commercially reasonable
      manner and that Agent shall have no obligation to delay sale of any such
      securities for the period of time necessary to permit the issuer of such
      securities to register such securities for public sale under the Securities
      Act
      of 1933, as amended.  Each Pledgor further acknowledges and agrees
      that any offer to sell such securities which has been made privately in the
      manner described above shall be deemed to involve a “public sale” under the UCC,
      notwithstanding that such sale may not constitute a “public offering” under the
      Securities Act of 1933, as amended, and Agent may, in such event, bid for the
      purchase of such securities.

     

    (d)  Retention
      of Collateral.  In addition to the rights and remedies hereunder,
      upon the occurrence and during the continuance of an Event of Default, Agent
      may, after providing the notices required by Section 9-620 of the UCC or
      otherwise complying with the requirements of applicable law of the relevant
      jurisdiction, retain all or any portion of the Collateral in satisfaction of
      the
      Secured Obligations.  Unless and until Agent shall have provided such
      notices, however, Agent shall not be deemed to have retained the Collateral
      in
      satisfaction of any Secured Obligations for any reason.

     

    
      
        
        

      

      
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    (e)  Deficiency.  In
      the event that the proceeds of any sale, collection or realization are
      insufficient to pay all amounts to which Agent, for the ratable benefit of
      the
      Creditor Parties, is legally entitled, the Pledgors shall remain liable for
      the
      deficiency, together with interest thereon at the Contract Rate for the Notes,
      together with the costs of collection and the reasonable fees of any attorneys
      employed by Agent to collect such deficiency.  Any surplus remaining
      after the full payment and satisfaction of the Secured Obligations shall be
      returned to the appropriate party in accordance with Section 9-615 of the
      UCC.

     

    10.  Rights
      of Agent.

     

    (a)  Power
      of Attorney.  In addition to other powers of attorney contained
      herein, each Pledgor hereby designates and appoints Agent, and each of its
      designees or agents as attorney-in-fact of each such Pledgor, irrevocably and
      with power of substitution, with authority to take any or all of the following
      actions upon the occurrence and during the continuance of an Event of
      Default:

     

    (i)  to
      demand, collect, settle, compromise, adjust and give discharges and releases
      concerning the Collateral, all as Agent may reasonably determine;

     

    (ii)  to
      commence and prosecute any actions at any court for the purposes of collecting
      any of the Collateral and enforcing any other right in respect
      thereof;

     

    (iii)  to
      defend, settle or compromise any action brought and, in connection therewith,
      give such discharge or release as Agent may deem reasonably
      appropriate;

     

    (iv)  to
      pay or
      discharge taxes, liens, security interests, or other encumbrances levied or
      placed on or threatened against the Collateral;

     

    (v)  to
      direct
      any parties liable for any payment under any of the Collateral to make payment
      of any and all monies due and to become due thereunder directly to Agent or
      as
      Agent shall direct;

     

    (vi)  to
      receive payment of and receipt for any and all monies, claims, and other amounts
      due and to become due at any time in respect of or arising out of any
      Collateral;

     

    (vii)  to
      sign
      and endorse any drafts, assignments, proxies, stock powers, verifications,
      notices and other documents relating to the Collateral;

     

    (viii)  to
      settle, compromise or adjust any suit, action or proceeding described above
      and,
      in connection therewith, to give such discharges or releases as Agent may deem
      reasonably appropriate;

     

    
      
        
        

      

      
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    (ix)  to
      execute and deliver all assignments, conveyances, statements, financing
      statements, renewal financing statements, pledge agreements, affidavits, notices
      and other agreements, instruments and documents that Agent may determine
      necessary in order to perfect and maintain the security interests and liens
      granted in this Agreement and in order to fully consummate all of the
      transactions contemplated herein and therein;

     

    (x)  to
      exchange any of the Collateral or other property upon any merger, consolidation,
      reorganization, recapitalization or other readjustment of the issuer thereof
      and, in connection therewith, deposit any of the Collateral with any committee,
      depository, transfer agent, registrar or other designated agency upon such
      terms
      as Agent may determine;

     

    (xi)  to
      vote
      for a shareholder, partner or member resolution, or to sign an instrument in
      writing, sanctioning the transfer of any or all of the Equity Interests into
      the
      name of Agent, for the ratable benefit of the Creditor Parties, or into the
      name
      of any transferee to whom the Equity Interests or any part thereof may be sold
      pursuant to Section 9 hereof; and

     

    (xii)  to
      do and
      perform all such other acts and things as Agent may reasonably deem to be
      necessary, proper or convenient in connection with the Collateral.

     

    This
      power of attorney is a power coupled with an interest and shall be irrevocable
      until such time as all of the Secured Obligations have been indefeasibly paid
      in
      full.  Agent shall be under no duty to exercise or withhold the
      exercise of any of the rights, powers, privileges and options expressly or
      implicitly granted to Agent, for the ratable benefit of the Creditor Parties,
      in
      this Agreement, and shall not be liable for any failure to do so or any delay
      in
      doing so.  Agent shall not be liable for any act or omission or for
      any error of judgment or any mistake of fact or law in its individual capacity
      or its capacity as attorney-in-fact except acts or omissions resulting from
      its
      gross negligence or willful misconduct.  This power of attorney is
      conferred on Agent solely to protect, preserve and realize upon its security
      interest in Collateral.

     

    (b)  Performance
      by Agent of the Pledgors’ Obligations.  If a Pledgor fails to
      perform any agreement or obligation contained herein, Agent itself may perform,
      or cause performance of, such agreement or obligation, and the expenses of
      Agent
      incurred in connection therewith shall be payable by the applicable Pledgor
      pursuant to Section 7 hereof.

     

    (c)  Assignment
      by Creditor Parties.  Any Creditor Party may, from time to time,
      in accordance with the Purchase Agreement, assign the Secured Obligations and
      any portion thereof and/or the Collateral and any portion thereof, and the
      assignee shall be entitled to all of the rights and remedies of such Creditor
      Party under this Agreement in relation thereto.

     

    (d)  Agent’s
      Duty of Care.  Other than the exercise of reasonable care to
      assure the safe custody of the Collateral while being held by Agent hereunder,
      Agent shall have no duty or liability to preserve rights pertaining thereto,
      it
      being understood and agreed that each Pledgor, as applicable, shall be
      responsible for preservation of all rights in the Collateral, and Agent shall
      be
      relieved of all responsibility for the Collateral upon surrendering it or
      tendering the surrender of it to the applicable Pledgor.  Agent shall
      be deemed to have exercised reasonable care in the custody and preservation
      of
      the Collateral in its possession if such Collateral is accorded treatment
      substantially equal to that which Agent accords its own property, which shall
      be
      no less than the treatment employed by a reasonable and prudent Person in the
      industry, it being understood that Agent shall not have responsibility for
      (i)
      ascertaining or taking action with respect to calls, conversions, exchanges,
      maturities, tenders or other matters relating to any Collateral, whether or
      not
      Agent has or is deemed to have knowledge of such matters; or (ii) taking any
      necessary steps to preserve rights against any parties with respect to any
      Collateral.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e)  Voting
      Rights in Respect of the Collateral.

     

    (i)  So
      long
      as no Event of Default shall have occurred and be continuing, to the extent
      permitted by law, each Pledgor may exercise any and all voting and other
      consensual rights pertaining to the Collateral or any part thereof for any
      purpose not inconsistent with the terms of this Agreement or any Document;
      and

     

    (ii)  Upon
      the
      occurrence and during the continuance of an Event of Default, all rights of
      each
      Pledgor to exercise the voting and other consensual rights which they would
      otherwise be entitled to exercise pursuant to clause (i) of this subsection
      (e)
      shall cease and all such rights shall thereupon become vested in Agent, as
      agent
      for the Creditor Parties, or the Agent’s designee, which shall then have the
      sole right to exercise such voting and other consensual rights.

     

    (f)  Dividend
      Rights in Respect of the Collateral.

     

    (i)  So
      long
      as no Event of Default shall have occurred and be continuing and subject to
      Section 4(b) hereof, each Pledgor may receive and retain any and all dividends
      and other distributions (other than dividends and other distributions
      constituting Collateral which are addressed hereinabove) or interest paid in
      respect of the Collateral to the extent they are allowed under the
      Documents.

     

    (ii)  Upon
      the
      occurrence and during the continuance of an Event of Default:

     

    (A)  all
      rights of each Pledgor to receive the dividends, other distributions and
      interest payments which it would otherwise be authorized to receive and retain
      pursuant to paragraph (i) of this subsection shall cease and all such rights
      shall thereupon be vested in Agent, for the ratable benefit of the Creditor
      Parties, or Agent’s designee, which shall then have the sole right to receive
      and hold such dividends, other distributions and interest payments as
      Collateral; and

     

    (B)  all
      dividends and interest payments which are received by a Pledgor contrary to
      the
      provisions of paragraph (A) of this clause shall be received in trust for the
      benefit of Agent, for the ratable benefit of the Creditor Parties, or the
      Agent’s designee, shall be segregated from other property or funds of such
      Pledgor and shall be forthwith paid over to Agent or its designee as Collateral
      in the exact form received, to be held by Agent or its designee as Collateral
      and as further collateral security for the Secured Obligations.

     

    (g)  Release
      of Collateral.  Agent may release any of the Collateral from this
      Agreement or may substitute any of the Collateral for other Collateral without
      altering, varying or diminishing in any way the force, effect, lien, pledge
      or
      security interest of this Agreement as to any Collateral not expressly released
      or substituted, and this Agreement shall continue as a lien on all Collateral
      not expressly released or substituted.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    11.  Application
      of Proceeds.  Upon the occurrence of and during the continuance of
      an Event of Default, any payments in respect of the Secured Obligations and
      any
      proceeds of any Collateral, when received by Agent in cash or its equivalent,
      will be applied as follows:  first, to all reasonable costs and
      expenses of Agent and the Creditor Parties (including without limitation
      reasonable attorneys’ fees and expenses) incurred in connection with the
      implementation and/or enforcement of this Agreement and/or any of the other
      Documents; second, to the principal amount of the Secured Obligations;
third, to such of the Secured Obligations consisting of accrued
      but
      unpaid interest and fees; fourth, to all other amounts payable with
      respect to the Secured Obligations; and fifth, to the payment of the
      surplus, if any, to whoever may be lawfully entitled to receive such
      surplus.  The Pledgors shall remain liable to the Creditor Parties for
      any deficiency.

     

    12.  Costs
      of Counsel.  If at any time hereafter, whether upon the occurrence
      of an Event of Default or not, Agent employs counsel to prepare or consider
      amendments, waivers or consents with respect to this Agreement, or to take
      action or make a response in or with respect to any legal or arbitral proceeding
      relating to this Agreement or relating to the Collateral, or to protect the
      Collateral or exercise any rights or remedies under this Agreement or with
      respect to the Collateral, then each Pledgor agrees to promptly pay upon demand
      any and all such reasonable documented costs and expenses incurred by Agent,
      all
      of which costs and expenses shall constitute Secured Obligations
      hereunder.

     

    13.  Continuing
      Agreement.

     

    (a)  This
      Agreement shall be a continuing agreement in every respect and shall remain
      in
      full force and effect until such time as all Secured Obligations have been
      indefeasibly paid in full.  Upon such payment and termination, this
      Agreement shall be automatically terminated, the security interest in the
      Collateral shall be deemed released, and Agent shall, promptly (i) at the
      expense of the applicable Pledgor, forthwith release all of its liens and
      security interests hereunder and shall execute and deliver all UCC termination
      statements and/or other documents reasonably requested by such Pledgor
      evidencing such termination and (ii) return, or cause to be returned, all
      certificates representing the Equity Interests to the
      Pledgors.  Notwithstanding the foregoing, all releases and indemnities
      provided hereunder shall survive termination of this Agreement.

     

    (b)  This
      Agreement shall continue to be effective or be automatically reinstated, as
      the
      case may be, if at any time payment, in whole or in part, of any of the Secured
      Obligations is rescinded or must otherwise be restored or returned by Agent
      as a
      preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency
      or similar law, all as though such payment had not been made; provided
      that in the event payment of all or any part of the Secured Obligations is
      rescinded or must be restored or returned, all reasonable costs and expenses
      (including without limitation any reasonable legal fees and disbursements)
      incurred by Agent in defending and enforcing such reinstatement shall be deemed
      to be included as a part of the Secured Obligations.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    14.  Amendments;
      Waivers; Modifications.  This Agreement and the provisions hereof
      may not be amended, waived, modified, changed, discharged or terminated except
      in writing by all parties hereto.

     

    15.  Successors
      in Interest.  This Agreement shall create a continuing security
      interest in the Collateral and shall be binding upon each Pledgor, its
      successors and assigns and shall inure, together with the rights and remedies
      of
      Agent hereunder, to the benefit of Agent, for the ratable benefit of the
      Creditor Parties, and its successors and permitted assigns; provided,
however, that no Pledgor may assign its rights or delegate its duties
      hereunder without the prior written consent of Agent.  To the fullest
      extent permitted by law, each Pledgor hereby releases Agent, the Creditor
      Parties and their successors and permitted assigns, from any liability for
      any
      act or omission relating to this Agreement or the Collateral, except for any
      liability arising from the gross negligence or willful misconduct of Agent,
      or
      its officers, employees or agents.

     

    16.  Notices.  All
      notices from the Agent to any Pledgor shall be sufficiently given if mailed
      or
      delivered to the address of such Pledgor set forth below such Pledgor’s
      signature block hereto.

     

    17.  Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which where
      so
      executed and delivered shall be an original, but all of which shall constitute
      one and the same instrument.  It shall not be necessary in making
      proof of this Agreement to produce or account for more than one such
      counterpart.

     

    18.  Headings.  The
      headings of the sections and subsections hereof are provided for convenience
      only and shall not in any way affect the meaning or construction of any
      provision of this Agreement

     

    19.  Governing
      Law; Consent to Jurisdiction and Service of Process; Waiver of Jury
      Trial.

     

    (a)  THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
      SUCH
      STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  THE
      REFERENCES TO CERTAIN PROVISIONS OF CALIFORNIA LAW CONTAINED HEREIN ARE MADE
      ONLY TO THE EXTENT THAT CALIFORNIA LAW IS REQUIRED TO BE APPLIED DESPITE THE
      EXPRESSED INTENTION OF THE UNDERSIGNED AND CREDITOR PARTIES THAT NEW YORK LAW
      GOVERNS THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO.  EACH
      PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND,
      AND AGENT AND CREDITOR PARTIES, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT
      OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED,
      THAT AGENT AND EACH PLEDGOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
      MAY
      HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE
      OF
      NEW YORK; AND FURTHERPROVIDED, THAT, TO THE EXTENT NECESSARY TO
      EXERCISE ANY RIGHTS OR REMEDIES THE HOLDER HAS WITH RESPECT TO COLLATERAL
      LOCATED IN ANOTHER JURISDICTION, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED
      OR OPERATE TO PRECLUDE AGENT AND/OR ANY CREDITOR PARTY FROM BRINGING SUIT OR
      TAKING OTHER LEGAL ACTION IN ANY OTHER SUCH JURISDICTION, TO REALIZE ON THE
      COLLATERAL OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT
      AND/OR SUCH CREDITOR PARTY.  EACH PLEDGOR EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
      ANY
      SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED
      UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
      CONVENIENS.  EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE
      SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO EACH PLEDGOR AT THE ADDRESS SET FORTH
      BELOW SUCH PLEDGOR’S SIGNATURE BLOCK HERETO, AND THAT SERVICE SO MADE SHALL BE
      DEEMED COMPLETED UPON THE EARLIER OF PLEDGOR’S ACTUAL RECEIPT THEREOF OR THREE
      (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)  THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
      BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE
      ALL
      RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE
      ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN AGENT,
      ANY
      CREDITOR PARTY, AND/OR ANY PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED
      OR
      INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
      THIS
      AGREEMENT OR THE TRANSACTIONS RELATED HERETO.

     

    20.  Severability.  If
      any provision of this Agreement is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.

     

    21.  Entirety.  This
      Agreement and the other Documents represent the entire agreement of the parties
      hereto and thereto, and supersede all prior agreements and understandings,
      oral
      or written, if any, including any commitment letters or correspondence relating
      to the  Documents or the transactions contemplated herein and
      therein.

     

    22.  Survival.  All
      representations and warranties of each Pledgor hereunder shall survive the
      execution and delivery of this Agreement and the other Documents.

     

    23.  Other
      Security.

     

    (a)  To
      the
      extent that any of the Secured Obligations are now or hereafter secured by
      property other than the Collateral (including, without limitation, real and
      other personal property owned by any Pledgor), or are guaranteed, endorsed
      or
      secured by property of any other Person, then Agent shall have the right to
      proceed against such other property, guarantee or endorsement upon the
      occurrence and during the continuance of any Event of Default, and Agent has
      the
      right, in its sole discretion, to determine which rights, security, liens,
      security interests or remedies Agent shall at any time pursue, relinquish,
      subordinate, modify or take with respect thereto, without in any way modifying
      or affecting any of them or any of Agent’s rights, for the ratable benefit of
      the Creditor Parties, or the Secured Obligations under this Agreement or under
      any other of the Documents.

     

    (b)  To
      the full extent permitted by applicable
      law, each
      Pledgor hereby waives (i) presentment, demand and protest, and notice of
      presentment, dishonor, intent to accelerate, acceleration, protest, default,
      nonpayment, maturity, release, compromise, settlement, extension or renewal
      of
      any or all of this Agreement, the Purchase Agreement and the Related Agreements
      or any other notes, commercial paper, accounts, contracts, documents,
      instruments, chattel paper and guaranties at any time held by the Agent on
      which
      such Pledgor may in any way be liable, and hereby ratifies and confirms whatever
      the Agent may do in this regard; (ii) all rights to notice and a hearing
      prior to the Agent’s taking possession or control of, or to the Agent’s replevy,
      attachment or levy upon, any Collateral or any bond or security that might
      be
      required by any court prior to allowing the Agent to exercise any of its
      remedies; and (iii) the benefit of all valuation, appraisal and exemption
      laws.  Each Pledgor acknowledges that it has been advised by counsel
      of its choices and decisions with respect to this Agreement, the Purchase
      Agreement, the Related Agreements and the transactions evidenced hereby and
      thereby.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c)  Each
      Pledgor consents and agrees that, without notice to or by such Pledgor and
      without affecting or impairing in any way the obligations or liability of such
      Pledgor hereunder, the Agent may, from time to time, exercise any right or
      remedy it may have with respect to any or all of the Secured Obligations or
      any
      property securing any or all of the Secured Obligations or any guaranty thereof,
      including without limitation, judicial foreclosure, nonjudicial foreclosure,
      exercise of a power of sale, and taking a deed, assignment or transfer in lieu
      of foreclosure as to any such property, and each Pledgor expressly waives any
      defense based upon the exercise of any such right or remedy, notwithstanding
      the
      effect thereof upon any of such Pledgor's rights, including without limitation,
      any destruction of such Pledgor's right of subrogation against the Company
      and
      any destruction of such Pledgor's right of contribution or other right against
      any other Pledgor or guarantor of any or all of the Secured Obligations or
      against any other person, whether by operation of Sections 580a, 580d or 726
      of
      the California Code of Civil Procedure, or any comparable provisions of the
      laws
      of any other jurisdiction, or any other statutes or rules of law now or
      hereafter in effect, or otherwise.  Each Pledgor hereby waives and
      relinquishes all rights and remedies accorded by applicable law to sureties,
      pledgors or guarantors including, without limitation:  (i) any right
      to require the Agent to proceed against any of the other Pledgors or guarantors
      or any other person or to proceed against or exhaust any security held by the
      Agent at any time or to pursue any other remedy in the Agent’s power before
      proceeding against such Pledgor; (ii) the defense of the statute of limitations
      in any action hereunder or in any action for the collection or performance
      of
      any of the Secured Obligations; (iii) demand, presentment, protest and notice
      of
      any kind including, without limitation, notice of the existence, creation or
      incurring of any new or additional indebtedness or obligation or of any action
      or non-action on the part of any of the undersigned, the Agent or on the part
      of
      any other person under this or any other instrument in connection with any
      obligation or evidence of indebtedness held by the Agent as collateral or in
      connection with the Secured Obligations; (iv) any defense based upon any statute
      or rule of law which provides that the obligation of a surety or pledgor must
      be
      neither larger in amount nor in other respects more burdensome than that of
      the
      principal; and (v) any duty on the part of the Agent to disclose to the Pledgor
      any facts the Agent may now or hereafter know about the Company or any other
      Pledgor or guarantor, regardless of whether the Agent has reason to believe
      that
      any such facts materially increase the risk beyond that which any of the
      undersigned intends to assume, or has reason to believe that such facts are
      unknown to any of the undersigned, or has a reasonable opportunity to
      communicate such facts to any of the undersigned, because the undersigned
      acknowledges that they are fully responsible for being and keeping informed
      of
      the financial condition of the Company and of all circumstances bearing on
      the
      risk of nonpayment of any obligations of them.  Without limiting the
      generality of the foregoing, each Pledgor hereby expressly waives any and all
      benefits which might otherwise be available to such Pledgor under California
      Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850,
      2855
      and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d
      and
      726.  Further, to the fullest extent permitted by applicable law,
      including, but not limited to, Section 2856 of the California Civil Code, each
      Pledgor hereby waives all of the following:  (1) any and all rights of
      subrogation, reimbursement, indemnification and contribution and any other
      rights and defenses that are or may become available to such Pledgor by reason
      of Sections 2787 to 2855, inclusive, of the California Civil Code; (2) any
      and
      all rights or defenses such Pledgor may have in respect of its obligations
      as a
      pledgor or surety by reason of any election of remedies by the Agent; and (3)
      any and all rights and defenses that it may have because the Secured Obligations
      are secured by real property.  This means, among other
      things:  (a) the Agent may collect from and/or pursue its rights
      against any of the undersigned without first foreclosing on any real or personal
      property collateral pledged by Company, any Pledgor or any guarantor; and (b)
      if
      the Agent forecloses on any real property collateral pledged by Company, any
      Pledgor or any guarantor:  (i) the amount of the Secured Obligations
      may be reduced only by the price for which that collateral is sold at the
      foreclosure sale, even if the collateral is worth more than the sale price;
      and
      (ii) the Agent may collect from and/or pursue its rights against any of the
      undersigned even if the Agent, by foreclosing on such real property collateral,
      has destroyed any right any of the undersigned may have to collect from the
      Company, any Pledgor or any guarantor.  This is an unconditional and
      irrevocable waiver of any rights and defenses the undersigned may have because
      the Secured Obligations are secured by real property.  These rights
      and defenses include, but are not limited to, any rights or defenses based
      upon
      Section 580a, 580b, 580d, or 726 of the California Code of Civil
      Procedure.

     

    [Remainder
      of page intentionally left blank.]

     

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Each
      of
      the parties hereto has caused a counterpart of this Agreement to be duly
      executed and delivered as of the date first above written.

     

    
      	 	
              GENERAL
                ENVIRONMENTAL MANAGEMENT, INC., 

              a Nevada
                corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	Address:  3191
              Temple Ave., Suite 250	 
	 	 	Pomona,
              CA 91768	 
	 	 	Attn:
              Chief Financial Officer	 
	 	 	Facsimile
              No.:  909-444-9900	 


    

     

    
      	 	
              GENERAL
                ENVIRONMENTAL MANAGEMENT, INC., 

              a Delaware
                corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	Address:  3191
              Temple Ave., Suite 250	 
	 	 	Pomona,
              CA 91768	 
	 	 	Attn:
              Chief Financial Officer	 
	 	 	Facsimile
              No.:  909-444-9900	 


    

     

    
      	 	
              LV
                ADMINISTRATIVE SERVICS, INC., as
                Agent

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    to

     

    Equity
      Pledge Agreement

     

    Dated
      as
      of October __, 2007

     

    In
      favor
      of Agent, for the ratable benefit of the Creditor Parties

     

    Stock
      / Membership Interests Owned by Pledgor

     

    
      	
              Owner

            	
              Issuer

            	
              Number
                of 

              Shares/Interests

            	
              Certificate
                

              Number

            	
              Percentage
                

              Ownership

            
	 	 	 	 	 
	
              General
                Environmental Management, Inc., 

              a
                Nevada corporation

            	
              General
                Environmental Management, Inc., 

              a
                Delaware corporation

            	
              1,000

            	
              120

            	
              100%

            
	
               

            	 	 	 	 
	
              General
                Environmental Management, Inc., 

              a
                Delaware corporation

            	
              General
                Environmental Management 

              of
                Rancho Cordova, LLC

            	
              1

            	
              1

            	
              100%

            
	 	 	 	 	 
	
              General
                Environmental Management, Inc., 

              a
                Delaware corporation

            	
              GEM
                Mobile Treatment Services, Inc.

            	
              1,000,000

            	
              1

            	
              100%

            
	 	 	 	 	 


    

     

    
 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    to

     

    Equity
      Pledge Agreement

     

    Dated
      as
      of October __, 2007

     

    In
      favor
      of Agent, for the ratable benefit of the Creditor Parties

     

    [Irrevocable
      Stock Power] [Membership Interest Power]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers to the
      following [shares of stock/membership interest] of ___________________, a
      ____________:

     

    
      	
              No.
                of [Shares] [Units]

            	 	
              Certificate
                No.

            
	 	 	 


    

     

    and
      irrevocably appoints __________________________________ its agent and
      attorney-in-fact to transfer all or any part of such [stock/membership
      interests] and to take all necessary and appropriate action to effect any such
      transfer.  The agent and attorney-in-fact may substitute and appoint
      one or more persons to act for him.  The effectiveness of a transfer
      pursuant to this stock power shall be subject to any and all transfer
      restrictions referenced on the face of the certificates evidencing such interest
      or in the [certificate of incorporation/articles of organization] or
      [bylaws/operating agreement] of the subject [corporation/limited liability
      company], to the extent they may from time to time exist.

     

     

    
      	 	
              
                

              

              a ______________

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title