ex_10-5.htm


    
      

      

    

    Exhibit
      10.5

     

     

    
      
        	 	
                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 476,509 Shares of Common Stock of

      General
        Environmental Management, Inc., a Nevada corporation

      (subject
        to adjustment as provided herein)

       

      COMMON
        STOCK PURCHASE WARRANT

       

      
        	No.
                930 	
                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 OFFSHORE SPV II, CORP., 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 476,509 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 317,673 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 158,836 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”), 476,509 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)