ex10-45.htm


    
      

      

    

    Exhibit
10.45

     

     

    
      THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.  THIS SECURITY
IS “RESTRICTED” AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.

      


      THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY
NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, WHICH SHALL NOT BE UNREASONABLY WITHHELD, AND
THEN ONLY: (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (II)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT; (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE); (IV) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3); OR
(7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (IN THE FORM OF WHICH CAN BE OBTAINED FROM
THE COMPANY) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (V) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

      


      


      GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

      6.5%
SECOND-PRIORITY SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

      


      
        
          	
                  NUMBER:  TWO

                	
                  $1,100,000.00

                
	
                  POMONA,
      CALIFORNIA

                	
                  NOVEMBER
      6, 2009

                


        

      

      


      FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT,
INC., a Nevada corporation (the “Company”), promises to pay to
NUESTROS SUENOS, S.A., a
Guatemalan sociedad anonima (“NSSA”) (the latest of any
registered holder of this Note is herein referred to as the “Holder”), in United States
dollars (in immediately available funds) the principal sum of ONE MILLION ONE HUNDRED THOUSAND
DOLLARS ($1,100,000.00), together with (i) interest accrued thereon from
the date of this Note on the unpaid principal balance outstanding from time to
time; and (ii) other costs and expenses payable or to become payable on the
terms of this Note.  The Company will not, and will instruct any
transfer agent not to, register on the books of the Company the transfer of this
Note (or any Shares issued upon conversion of this Note) unless the conditions
specified in the legend set out in capital letters at the top of this Note are
satisfied.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      This Note
is “Note Two” in the series of six promissory notes (the “Notes”) made by the Company
pursuant to the terms and conditions of that certain Stock Purchase Agreement
dated as of November 6, 2009 by and among the Company and the other parties
thereto (the “Stock Purchase
Agreement”), the other Notes in the series being designated in the Stock
Purchase Agreement as the Seller’s Note, Note Three, Note Four and Note Five
(herein the “Senior
Notes”) and Note One (herein, the “Junior Note”).

      


      1.           Interest
Rate.  Interest on this Note shall accrue on all amounts
outstanding from the date hereof until the earlier of (i) the payment in
full of all outstanding principal of, and interest and costs and expenses
payable on, this Note, or (ii) the conversion of this Note into common
stock of the Company (“Shares”) pursuant to Paragraph
8 hereof, at the rate of (A) Six and One Half Percent (6.5%) before the
occurrence of any Event of Default (as defined hereinafter), hereunder and, (B)
Nine and One Half Percent (9.5%) per annum after and during the continuance of
any Event of Default, provided
that in no event shall the interest rate be higher than the maximum rate
permitted by applicable law.   Interest on this Note shall be
compounded monthly and calculated on the basis of the actual number of days
elapsed and a 360-day year.

      


      2.           Payment Schedule. Payment of
the outstanding principal of this Note shall be due and payable in sixty (60)
installments (“Installments”) commencing on December 1, 2009 and continuing on
the first day of each calendar month through November 1, 2014 (collectively, the
“Installment Dates”). Installments are payable in the following amounts (subject
to the other terms of this Note): (A) the amount of principal and accrued
interest payable in the first fifty-nine (59) Installments shall be equal
Installments of principal and interest, calculated on the basis of a 30-year
amortization of this Note; and (B) the final, “balloon”, Installment shall be in
the amount of all then-outstanding principal, interest and other amounts then
outstanding hereunder.  Schedule A to this Note sets forth the
schedule and amount of such Installments.    Notwithstanding
the foregoing, (C) all outstanding principal and interest shall become due and
payable on the date, if any, on which the principal amount, or part thereof, of
this Note is accelerated and (D) the amount of principal specified in any
Prepayment Notice (as defined hereafter) shall be payable on the date specified
for such payment in that Notice of Prepayment.  On each Installment
Date, all interest accrued at a rate higher than 6.5% per annum shall also be
payable.  Costs and expenses such as may become payable hereunder are
payable at the earlier of (i) demand of the Holder; or (ii) the next succeeding
Installment Date.  All payments hereunder are payable at any United
States address or by wire transfer to any United States bank account, in each
case as the Holder may designate from time to time to the
Company.  Whenever any payment to be made hereunder would otherwise
become due on a date which is not a Business Day (as hereinafter defined), the
payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the payment of interest with
respect to such payment.  “Business Day” means any day on
which banks in the City of Los Angeles, California are generally open for
business.

      


      3.           Seniority;
Enforcement; Subrogation.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.1        Certain Definitions.  For
purposes of Paragraph 3, “Company” means the Company on
a consolidated basis   As to the Company: (i) “Senior Debt” means all Debt
outstanding from the Company to ComVest Capital LLC (the “ComVest Debt”), as of the date
of this Note, and includes any
increase in the amount of indebtedness owed to ComVest, and when it has been
fully repaid, the ComVest Debt shall no longer be part of the Senior Debt
calculation;  and (ii) “Junior Debt” means all Debt,
whether now or hereafter incurred or outstanding, other than the Senior Debt and
this Note.  "Debt"
as to any person or entity (including the Company) (any such person or entity,
the “Obligor”) means:
(a) all obligations incurred by the Obligor in respect of borrowed money; (b)
all obligations owing by the Obligor to the seller or lessor of any real or
personal property under leases that are treated as "finance leases"; (c), or any
other creditor, bank or person in respect of amounts paid under letters of
credit, acceptances or other similar instruments; (d) any other obligations of
the Obligor that constitute a balance sheet liability of the Obligor, from time
to time; (e) all Guarantees issued by the Obligor in respect of any of the
foregoing items of Debt; (f) all liabilities (choate or conditional), principal
of and premium, if any, and interest (including without limitation, interest
accruing or that would have accrued but for the filing of a bankruptcy,
reorganization or other insolvency proceeding whether or not such interest
constitutes an allowed claim in such proceeding) on, and any and all other fees,
charges, expense reimbursement obligations, indemnities and other amounts owing
or which may become owing (whether or not then payable) pursuant to the terms
of, or any settlement or compromise of, all leases, accounts payable, trade
debt, agreements, documents and instruments providing for, creating, securing,
guaranteeing or evidencing or otherwise entered into in connection with all such
debt; (g) all deferrals, renewals, extensions, refundings, replacements,
refinancings and restructuring of and amendments, modification and supplements
to any Debt described above.  For purposes of this Paragraph 3, the term
"Guarantee" means, as to
any person, any obligation of such person guaranteeing or intended to guarantee
any indebtedness, including without limitation leases, dividends, principal,
premium, interest, penalties, fees, reimbursements, indemnifications, damages,
and other expenses payable under the terms of the documentation governing such
indebtedness.

       

      3.2        No New Debt Senior to Senior
Debt. After the date of this Note, the Company, Santa Clara Waste Water
Company, a California corporation (“SCWW”) or California Living Waters, Inc.
shall not incur any Debt other than debt incurred to replace the indebtedness to
the National Bank of California, the terms of which purport to be senior to any
of the Notes.  All new debt of the Company, SCWW and CLW shall be Junior
Debt to any of the Notes.

       

       

      3.3        Debt Priority. Obligations under this
Note are senior to all Junior Debt on the terms set forth in Paragraph
4.  Obligations under this Note shall be junior to the Senior Debt
only to the extent of the express terms, such as existed on the date this Note,
of the Senior Debt.   In the event that the Company shall fail to
comply with any of the covenants or other agreements contained in any agreement
or instrument relating to Senior Debt or an event of default shall occur with
respect to Senior Debt other than a Payment Default, which default or event of
default shall not have been cured or waived (a "Covenant Default"), the
Company shall give prompt written notice of such Covenant Default to the
Holder.

       

      3.4        Subrogation.  In the
event that the Holder shall be required to turn over any payment or distribution
under this Note to the holders of Senior Debt (or to any court) to be applied to
Senior Debt, the full amount of such payment shall automatically be added to the
principal amount of this

       

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

       

      Note and
the Holder shall become subrogated to the rights of the Senior Debt holders to
the extent of such payments to such Senior Debt holder or holders or
court.

       

      3.5        Continuing
Effect.  The provisions of this Paragraph 3 are not intended to
impair and shall not impair as between the Company and Holder the obligation of
the Company to pay Holder all amounts owing under this Note.  All
rights and interests under this Note, and all agreements and obligations of the
Company under this Paragraph 3 shall remain in full force and effect
irrespective of (i) any lack of validity or unenforceability of any agreement or
instrument relating to any Senior Debt, or (ii) any other circumstances that
might otherwise constitute a defense available to, or a discharge of, any
Holders of this Note or the Company.

       

      3.6        Event of Default Not
Affected.  Notwithstanding the foregoing in this Paragraph 3,
the failure of the Company to timely pay, according to the terms of this Note
other than this Paragraph 3, any amount payable on such other terms shall
constitute an Event of Default hereunder.

       

      4.          Default.

       

      4.1        Bankruptcy
Event.  In the event of any liquidation, dissolution or winding
up of the Company, or of any execution, sale, receivership, insolvency,
arrangement, marshalling of assets or liabilities, composition, assignment for
the benefit of creditors, bankruptcy, liquidation, readjustment, reorganization
or other similar proceeding relative to the Company or its debts, its property
or its operations, whether voluntary or involuntary (each of the foregoing, a
"Bankruptcy Event"),
this Note shall be irrevocably paid in full in cash or other immediately
available funds before any payment is made upon the Junior Debt. In the event of
any such Bankruptcy Event, any payment or distribution of any kind or character,
whether in cash, property or securities that shall be made upon or in respect of
Junior Debt shall be promptly remitted to the Holder of this Note and applied in
payment of this Note unless and until the this Note shall have been irrevocably
paid or satisfied in full.

       

      4.2        Payment Default on This
Note.  In the event that the Company shall fail to timely pay
amounts payable hereunder (in this Paragraph 4, a "Payment Default"), then no
cash payment shall be made by the Company on account of Junior Debt, whether for
principal, interest or otherwise, or for the purchase, acquisition or retirement
thereof, unless and until such this Note shall have been irrevocably paid in
full.

       

      4.3        Covenant Default on This
Note.   In the event that the Company shall fail to comply
with any of the covenants or other agreements contained in the Stock Purchase
Agreement, or any guarantee or other agreement or instrument relating to this
Note or an Event of Default shall occur with respect to this Note (other than a
Payment Default) which default or event of default shall not have been cured or
waived (in this Paragraph 4, a "Covenant Default"), and a
holder of Junior Debt shall have received written notice of such Covenant
Default from the Company or any Holder of this Note or any representative
thereof, then no cash payment shall be made after receipt of such written notice
by that holder of Junior Debt, in each case, on account of that Junior Debt,
whether for principal,
interest or otherwise, unless and until such this Note shall have been
irrevocably paid in full or until such Covenant Default shall have been cured or
waived.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      4.4        Junior Debt Restricted on Note
Default. If there shall exist a continuing default under this Note, the
holders of Junior Debt shall not take any action to collect, or to pursue any
other remedy with respect to, accelerated principal on Junior Debt prior to the
earlier of: (i) (x) the irrevocable payment in full of all this Note in cash or
other immediately available funds, and (y) the termination of all guarantees of
this Note; or (ii) the occurrence or commencement of a Bankruptcy Event, and in
the event that an involuntary Bankruptcy Event is commenced against the Company,
such involuntary Bankruptcy Event is not dismissed, bonded, stayed, vacated or
discharged within 60 days of commencement thereof.

       

      4.5        Certain Payments Held in
Trust.  In the event that the holder of any Junior Debt shall
receive any payment or distribution of assets that such holder is not entitled
to retain under the provisions of this Note, such holder shall hold any amount
so received in trust for the benefit of the Holder of this Note, shall segregate
such assets from other assets held by such Holder and shall on demand forthwith
turn over such payment or distribution (without liability for interest thereon)
to the Holder of this Note in the form received (with any necessary endorsement)
to be applied to this Note. Upon such payment to the Holder of this Note, the
full amount of such payment shall automatically be added to the principal amount
of this Note.

       

      4.6        Third Party Beneficiaries; Specific
Performance; Continuing Effect.  The provisions of this
Paragraph 4 are for the benefit of the Holder of this Note (and the Holder’s
successors and assigns) and shall be enforceable by the Holder directly against
holders of Junior Debt.  No Holder of this Note shall be prejudiced in
its right to enforce subordination of Junior Debt by any act or failure to act
by the Company or anyone in custody of the Company's assets or property. Any
Holder of this Note is hereby authorized to demand specific performance of the
provisions of this Paragraph 4 applicable to it, whether or not the Company
shall have complied with any of the provisions of this Note applicable to this
Note. Holders of Junior Debt shall not, to the full extent permitted by law, be
entitled to any defense based on the adequacy of a remedy at law, which might be
asserted as a bar to such specific performance. The provisions of this Paragraph
4 shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of this Note is rescinded or must otherwise be returned by the
Holder of this Note upon the bankruptcy, insolvency or reorganization of the
Company or otherwise, all as though such payment had not been
made.  The provisions of this Paragraph 4 are not intended to impair
and shall not impair as between the Company and Holder the obligation of the
Company to pay Holder all amounts owing under this Note.  All rights
and interests under this Note, and all agreements and obligations of the Holder
of this Note and the Company under this Paragraph 4 shall remain in full force
and effect irrespective of (i) any lack of validity or unenforceability of any
agreement or instrument relating to this Note, or (ii) any other circumstances
that might otherwise constitute a defense available to Senior Debt or the
Company, or a discharge of this Note.

       

      4.7        Certain Notices. The Company
agrees, for the benefit of the holders of this Note, that in the event that this
Note shall become due and payable before the expressed maturity of any
Installment
because of the occurrence of an Event of Default hereunder, the Company will
give prompt notice in writing of such happening to the holders of this
Note.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.8           Event of Default Not
Affected.  Notwithstanding the foregoing in this Paragraph 4,
the failure of the Company to timely pay, according to the terms of this Note
other than this Paragraph 4, any amount payable on such other terms shall
constitute an Event of Default hereunder.

      


      5.           Security Interest. This Note
is secured by all of the capital stock of California Living Waters,
Incorporated, a California corporation (“CLW”) and of SCWW by, and
pursuant to the terms of, that certain a Security Agreement dated
November 5, 2009 by and among the Company, the initial Holders of this Note, the
Senior Notes and the Junior Note.

       

      6.           Guarantee.  This
Note is the “Note Two” as defined in, and being in part the subject of, that
certain Corporate
Guarantee dated as of November 5, 2009, by the Company and GEM
Environmental Management Inc., and that certain CLW Guarantee dated November 5,
2009  by California Living Waters Inc.

       

      7.           Events of Default. 
“Default” means any
event which is, or after notice or passage of time, or both, would be, an Event
of Default.  “Event
of Default” means  any of the following:

       

      (a) 
the Company shall fail to pay in full any principal, accrued interest or other
amounts due to Holder under this Note when due and payable. If an Event of
Default shall occur under and as defined in this Paragraph, then Holder shall
give notice to the Purchaser of such breach, and Purchaser shall have 10 days
from the receipt of such notice to cure the default. Notwithstanding, default
interest, if applicable shall commence upon the default and shall continue until
the default is cured in accordance with this Paragraph.

       

      (b) 
the Company shall default in the performance of or compliance with any covenant,
agreement or other obligation of the Company contained in this Note that is not
remedied, waived or cured within five (5) days following such default in
performance or noncompliance;

       

      (c) 
any representation or warranty of the Company contained herein or in the Stock
Purchase Agreement shall prove to have been false or incorrect in any material
respect as of the date of this Note;

       

      (d) 
the Company shall default (as principal, guarantor or other surety) in the
payment of any principal of, premium (if any) or interest on, any indebtedness
for borrowed money to any other party, or shall default in the performance of or
compliance with any other obligation contained in the documentation evidencing
or securing any such other indebtedness, and in connection with such default
such indebtedness becomes due and payable prior to the date it would otherwise
become due and payable, or the Company shall fail to pay such indebtedness at
its stated maturity;

       

      (e) 
other than on terms approved in writing beforehand by the Holder, (i) the
Company's dissolution, termination of existence, suspension or discontinuance of
business or ceasing
to operate as a going concern; (ii) the appointment of a receiver, trustee,
custodian or similar official, for the Company or any material portion of the
property or assets of the Company; (iii) the conveyance of any material portion
of the assets of the Company to a trustee, mortgage or liquidating agent or an
assignment for the benefit of creditors by the Company; (iv) the commencement of
any proceeding, whether federal or state, relating to bankruptcy, insolvency,
dissolution, reorganization, composition, renegotiations of outstanding
indebtedness, arrangement or otherwise to the relief of debtors or the
readjustment of indebtedness, by or against the Company, which is not stayed,
vacated or released within sixty (60) days of commencement; (v) the consent by
the Company to the action, appointment, conveyance, or commencement of any of
the foregoing; or (vi) any Company corporate action in furtherance of any of the
foregoing.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       (f) 
entry of a final judgment or judgments, that are not stayed, bonded or
discharged within thirty (30) days, the aggregate unpaid liabilities thereon are
in excess of $250,000 (excluding insured portions) against the Company or for
which the Company is otherwise responsible;

       

       (g)
there shall occur, or the Company shall enter into any agreement providing for,
a Change of Control (as defined below) of the Company; the term “Change of Control” shall mean
any transaction or series of related transactions (including without limitation
any reorganization, merger, consolidation, sale of assets or sale of stock) that
will result in (i) the sale of all or substantially all of the assets of
the Company, (ii) a change in ownership of 50% or more of the Company’s
then outstanding capital stock, in one or a series of transactions occurring
within a period of six (6) months, other than any such change of ownership
resulting from the sale by the Company of its securities in connection with one
or more financing transactions, or (iii) a consolidation or merger of the
Company with or into any other corporation or corporations (or other corporate
reorganization) immediately after which the shareholders of the Company hold
less than fifty percent (50%) of the voting power of the surviving
corporation.

       

      Upon the
occurrence of any Event of Default described in Paragraph (a), (d), (e), or (g)
above, all outstanding principal of this Note and all accrued but unpaid
interest thereon shall be accelerated automatically, without any further action
by any party, and shall become immediately due and payable notwithstanding any
other provision of this Note, without presentment, demand, protest, notice of
protest or other notice of dishonor of any kind, all of which are hereby
expressly waived by the Company; and upon the occurrence of any other Event of
Default described in the other subparagraphs above in this Paragraph, Holder
may, at Holder’s option exercisable at any time thereafter, by notice to the
Company in writing, accelerate this Note and declare the entire outstanding
principal balance of this Note and all accrued but unpaid interest thereon
immediately due and payable, without presentment, demand, protest, notice of
protest or other notice of dishonor of any kind, all of which are hereby
expressly waived by the Company.   Holder may enforce its rights under
this Note and otherwise at law or in equity or both.  All remedies
available to Holder under this Note or otherwise shall be cumulative, and no
course of dealing between the Company and Holder or any delay or omission in
exercising any power or right shall operate as a waiver thereof.  The
Company shall notify the Holder immediately in writing of the occurrence of any
Event of
Default, which notification shall include a summary of the material facts
relating to such Event of Default and shall specify the date on which such Event
of Default occurred.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      8.         
Optional
Conversion to Shares; Anti-Dilution.

      


      The
Holder of this Note may, but shall not be required to, in the Holder’s sole
discretion convert (a “Conversion”) this Note in full
or in part (but if in part, then only in principal increments of $100,000 or an
integral multiple thereof) into Shares (the “Conversion Shares”) at the conversion
rate of Four Dollars ($4.00) per Conversion Share (the “Conversion Price”), as may be
adjusted as set forth in this Paragraph 8.

      


      The
Conversion Price shall be adjusted from time to time as follows:  (1)
at all times, if the number of Shares outstanding at any time after the date of
issuance of this Note (the “Issue Date”) is increased by a
stock dividend or other distribution payable in Shares or by a subdivision,
split-up or reclassification of outstanding Shares, then immediately after the
record date fixed for the determination of stockholders entitled to receive such
stock dividend or the effective date of such subdivision, split-up or
reclassification, as the case may be, the Conversion Price shall be reduced
appropriately so that the Holder shall be entitled to receive the number of
Conversion Shares that it would have owned immediately following such action had
this Note been converted immediately prior thereto; (2) at all times after, but not on or before,
the Anti-dilution Terms Adjustment Date (as defined below), if any, if the
number of Shares outstanding at any time after the Issue Date is decreased by a
combination or reclassification of the outstanding Conversion Shares, then,
immediately after the effective date of such combination or reclassification,
the Conversion Price shall be increased appropriately so that the Holder shall
be entitled to receive the number of Conversion Shares that it would have owned
immediately following such action had this Note been converted immediately prior
thereto.

      


      For
purposes of this Paragraph 8, the “Anti-dilution Terms Adjustment
Date” means that date, if any, on which the Company’s weighted-average
trading price first reaches Four Dollars ($4), where (A) “weighted-average” means the
sum of all adjusted trading prices with respect to all dates on which the
then-most-recently traded 100,000 Common Shares have traded (“Trading Dates”), with the
trading price for each such date adjusted by multiplying the trading price
for each such date by a
fraction, the numerator of which is the number of Common Shares traded
that date (but not including any Common Shares traded on the last Trading Date
that would be in excess of 100,000 Common Shares in aggregate for all Trading
Dates included in the calculation) and the denominator of which is
100,000; and (B) “ trading
price” on any relevant date means (X) if the Common Shares
are  listed for trading on the New York Stock Exchange, the American
Stock Exchange, the Nasdaq Global Market, the Nasdaq Select Market (or any
replacement Nasdaq market), the closing sale price (or, if no closing sale price
is reported, the last reported sale price) of the Common Shares (regular way),
or (Y) if the Common Shares are not so listed but quotations for the Common
Shares are reported on the OTC Bulletin Board, the most recent closing price as
reported on the OTC Bulletin Board.

       

      8.1       
Mechanics of
Conversion.

       

      (a)           Conversion Notice.  
The Holder shall effect the Conversion, if at all, by the Holder’s notice to the
Company (the “Conversion
Notice”).   Notwithstanding any other provision in the
Note to the contrary, the effective date of the Conversion Notice shall be the
date of actual receipt thereof by the Company.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b)           Stock Certificate. As promptly
as possible after the Conversion, the Company shall issue to the Holder, or
Holder’s nominee, a certificate representing the number of Conversion Shares
issuable upon the  Conversion in accordance with the terms of this
Note and a cash payment in lieu of any fractional share otherwise issuable upon
the Conversion; provided,
however, that the Company shall not be obligated to issue to the Holder
such certificate or payment unless and until this Note, or an appropriate
affidavit of loss, is delivered to the Company. 

       

       

      (c)           Record Date. The
shareholder(s) in whose name the certificate for Conversion Shares is to be
issued shall be deemed to have become a holder of record of such Conversion
Shares on the date on which the Company shall have actually received the Notice
of Conversion.

       

       

      (d)           Fractional Shares.  If
the Company may not legally issue fractional Shares at the time of Conversion,
the number of Conversion Shares shall be rounded up to the nearest
Share.

       

       

      (e)           Merger or Consolidation. 
Subject to the terms of Paragraph 7(g) above, if at any time or from time to
time there shall be an acquisition of the Company by another entity by means of
merger, consolidation or otherwise, resulting in the exchange of the outstanding
Shares for securities or consideration issued or caused to be issued by the
acquiring entity or any of its affiliates, then, as a part of such acquisition,
the Company shall make provision so that the Holder shall thereafter be entitled
to receive, upon Conversion of this Note, the number of shares of stock or other
securities or property of the acquiring corporation resulting from such
acquisition to which the Holder would have been entitled if the Holder had
converted this Note immediately prior to such acquisition.  In any such
case appropriate adjustments shall be made in the application of the provisions
of this Paragraph 8.1(e) with respect to the rights of the Holder after
such acquisition to the end that the provisions of this Paragraph 8.1(e)
shall be applicable after that event in as nearly equivalent a manner as may be
practicable.

       

      (f)             Notice to Holders.  In
the event the Company shall propose to take any action of the type described in
Paragraphs 8.1(e), the Company shall give notice to the Holder, which
notice shall specify the record date, if any, with respect to any such action
and the approximate date on which such action is to take place.  Such
notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Note Conversion Price, as
applicable, and the number, kind or class of shares or other securities or
property which shall be deliverable or purchasable upon the occurrence of such
action or deliverable upon Conversion of this Note.  In the case of any
action that would require the fixing of
a record date, such notice shall be given at least fifteen (15) days prior to
the date so fixed, and in case of all other action, such notice shall be given
at least twenty (20) days prior to the taking of such proposed
action. 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (g)            Costs.  The Company
shall pay all documentary, stamp, transfer or other transactional taxes
attributable to the issuance or delivery of Conversion Shares (or substitute
value under Paragraph 8.1(e)) upon Conversion of this Note; provided, however, that the
Company shall not be required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
Shares in a name other than that of the Holder.

       

      (h)            Reservation of
Shares.  The Company shall take all necessary action to reserve, and
shall reserve at all times so long as any principal amount under this Note
remains outstanding, free from statutory or contractual preemptive rights, out
of its authorized but unissued capital stock, solely for the purpose of
effecting the Conversion of this Note, sufficient Shares, to provide for the
Conversion of this Note.

       

      (i)           Good Faith in All
Performance.  The Company will not, by amendment of its Articles of
Incorporation or  Bylaws or through any reorganization, transfer of
assets, issuance or sale of securities or otherwise, avoid or seek to avoid the
observance or performance of any of the terms of this Paragraph 8 or the other
provisions of this Note and will at all times in good faith assist in the
carrying out of all provisions hereof and in the taking of all actions as may be
necessary in order to protect the conversion and other rights of the Holder
hereunder against impairment.

       

      9.          Prepayment.  The
Company may prepay this Note in whole or from time to time in part, together
with all accrued interest on this Note (or portion being prepaid) without
penalty or premium of any kind, provided that the Company
shall have given the Holder of this Note written notice (a “Notice of Prepayment”)
specifying (A) a date certain (the “Prepayment Date”) on which the
Company thereby commits to make such prepayment; and (B) the principal amount of
that prepayment.  To be effective, a Notice of Prepayment must have
been received by the Holder of this Note not later than 14 days prior to the
Prepayment Date. Upon Holder’s receipt Notice of Prepayment, the Prepayment Date
shall thereby become the Installment Date for the principal amount of prepayment
specified in the Notice of Prepayment

       

      10.        Order of Application of
Payments.  All payments to be applied against this Note and the
amounts from time to time payable hereunder, shall be applied in the following
order of priority: (i) against costs and expenses of each and every Event of
Default, if any, (including with relationship to the Holder’s rights and duties
toward holders of Senior Debt and/or Junior Debt and/or in any proceeding or
suits related to such Event of Default); (ii) against all outstanding interest
payable at an increased rate hereunder by reason of any Default; (iii) against
all outstanding interest payable at the base rate of 6.5%; (iv) against any
other non-principal monetary rights the Holder may come to have against the
company by reason of this Note; (v) against prepayment of principal pursuant to
a Notice of Prepayment; (vi) against past-due principal Installments, on this
Note, in the sequence of such past-due Installments, oldest to most recent;
(vii) against the outstanding
principal of this Note, in reverse order of the scheduled Installment Dates of
those principal Installments.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      11.        Expenses of
Enforcement.  The Company agrees to reimburse the Holder upon
demand for all reasonable out-of-pocket expenses, all costs and expenses
(including reasonable attorneys fees, accountants’ fees, collection agency fees,
and experts’ fees) of the Holder in connection with the enforcement (including
the negotiation and settlement of the terms of any workout or creditors’
committee or similar proceeding) in connection with the Holder’s enforcement of
the Company’s obligations hereunder.

       

       

      12.        No Rights As A Shareholder.
Nothing contained in this Note shall be construed as conferring upon the Holder
or any other person the right to vote or consent or to receive notice as a
shareholder in respect of meetings of shareholders for the election of directors
of the Company or any other matters or any rights whatsoever as a shareholder of
the Company prior to the time that this Note is converted into Conversion
Shares.

       

       

      13.        Lost, Stolen or Mutilated
Note. 
If this Note is lost, stolen, mutilated or destroyed, the Company will,
on such reasonable terms with respect to indemnity or otherwise as it may in its
discretion impose, issue a new Note of like denomination, tenor, and date as
this Note.  Any such new Note shall constitute an original contractual
obligation of the Company, and the lost, stolen, mutilated or destroyed, as
applicable, Note shall be null and void.

       

       

      14.        Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed effectively given upon personal delivery; upon
confirmed transmission by telecopy if sent during normal business hours of the
recipient (or if not, on the next business day of the recipient); three days
after deposit with the United States Post Office, by registered or certified
mail, postage prepaid; or otherwise upon delivery by hand or by messenger or one
day after deposit with a nationally recognized overnight courier
service.  Concurrently with the initiation of any such notice, the
sender shall make a good faith effort to send the addressee a copy of such
notice by electronic mail and to alert the addressee by telephone. Each of the
Company and the Holder may, by notice to the other, specify for itself from time
to time address specifications different from the initial address specifications
as follows:

       

      If to the Company, addressed
to:

       

      General
Environmental Management, Inc.

      Attention:
Tim Koziol, CEO

      3194
Temple Ave, Ste. 250

      Pomona,
California 91768

      Facsimile
No.:  909.444.9900

      Telephone
No.: 909.444.9500

      Email:
Tim.Koziol@go-gem.com


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      With copy
to:

      Patrick
Lund

      Lund LAW
Group

      1451
Quail Street, Suite 202

      Newport
Beach, CA 92660

      Facsimile
number: 949.250.4503

      Telephone
No.: 949 250.4230

      Email:
ricklund@lundlawgroup.com

      


                     If
to Holder, addressed to:

       

      United
States Environmental Response, LLC

      4255
Harbour Island Lane

      Oxnard,
CA  93035

      Facsimile
number: 805.382.1313

      Telephone
No.: 805.850.8992

      Email:
canondougedwards@yahoo.com

      


      With a
copy to:

      Steven A.
O’Rourke Professional Corporation

      Attention:
Steven A. O’Rourke

      21700
Oxnard St., Suite 1160

      Woodland
Hills, CA 91367

      Facsimile
number: 818.530.4306

      Telephone
No.: 805.807.1346

      Email:
Steve@CalCorpLaw.com

      


       

      15.        Waiver.   The
undertakings of the Company hereunder shall remain in full force and effect
without regard to, and shall not be impaired by, (a) any exercise or
nonexercise, or any waiver by the Holder of any right, remedy, power or
privilege under any of the Notes, (b) any amendment to or modification of
the Stock Purchase Agreement or any of the Notes or any GEM or SCWW guarantee
thereof, or (c) the release or discharge or termination of any security or
guarantee for any of the obligations under the Stock Purchase Agreement or any
of the Notes, whether or not shall have notice or knowledge of any of the
foregoing. The Holder’s prior recourse to any part or all collateral, if any,
under the Notes shall not constitute a condition of any demand, suit or
proceeding for payment or collection of the obligations under this
Note.  No act, failure or delay by the Holder shall constitute a
waiver by the Holder of its rights and remedies hereunder or otherwise. No
single or partial waiver by the Holder of any default or right or remedy that it
may have shall operate as a waiver of any other default, right or remedy or of
the same default, right or remedy on a future occasion. The Company waives to
the maximum extent permitted by applicable law presentment, notice of dishonor
and protest, notice of intent to accelerate and notice of acceleration of all
instruments included in or evidencing any of the obligations under this Note,
and any and all other notices and demands whatsoever.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      16.        Headings;
Interpretation.  The headings and captions used in this Note
are used only for convenience and are not to be considered in construing or
interpreting this Note.  The Company and the Holder have participated
jointly in the negotiation and drafting of this Note.  If an ambiguity
or question of intent or interpretation arises, this Note shall be construed as
if drafted jointly by the Company and the Holder and no presumption or burden of
proof shall arise favoring or disfavoring either of them by virtue of the
authorship of any of the provisions of this Note.  Any reference to
any federal, state, local or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise.  The words “include” or “including” shall mean
“include, without limitation” or “including, without limitation,” as the case
may be, and the language following “include” or “including” shall not be deemed
to set forth an exhaustive list.

       

      17.        Time of
Essence.  Time shall be of the essence in the performance of
the obligations of the Company hereunder.

       

      18.        Severability.  If,
for any reason, a court of competent jurisdiction finds any provision of this
Note, or any portion hereof, to be unenforceable, such decision shall not affect
the validity of the remaining portion, which remaining portion shall continue in
full force and effect as if this Note had been executed with the invalid portion
thereof eliminated therefrom or modified to the extent permitted by
law.

       

      19.        Governing Law. THIS NOTE AND
THE RIGHTS OF THE HOLDER UNDER IT WILL BE GOVERNED BY AND CONSTRUED IN ALL
RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
CALIFORNIA.   The Company submits to and agrees to the exclusive
jurisdiction of the state and federal courts sitting in the city of Los Angeles,
California, in any action or proceeding arising out of or relating to this Note
and agrees that all claims in respect of the action or proceeding may be, and
shall be, heard and determined in any such court.  The Company waives
any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety or other security that might be required
of any other party with respect thereto.  The Holder may make service
of process by sending or delivering a copy of the process to the Company at the
address and in the manner provided for the giving of notices
above.  Nothing in this Paragraph, however, shall affect the right of
any of the Holder to serve legal process in any other manner permitted by law or
in equity.  The Company and the Holder shall be bound by a final
judgment in any action or proceeding so brought, which shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by law
or in equity. In the event of any action or suit based upon or arising out of
any alleged breach of any provision of this Note, the prevailing party will be
entitled to recover from the other party reasonable attorneys' fees and other
costs of such action or suit.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
Company has duly executed this Note as of the day and year first above
written.

      


      
        
          
            
              
                	 	 	 	GENERAL
      ENVIRONMENTAL MANAGEMENT, INC.	 
	 	 	 	 	 
	
                         

                      	 	 	
                        /s/
      

                      	 
	
                         

                      	 	 	
                        Timothy
      J. Koziol, CEO

                      	 


              

            

          

        



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Schedule
A

      


      (Attached
hereto)

       

       

       

      15