EXHIBIT
10.1



FORM
OF WARRANT




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
701 OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE
DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION
SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
AVAILABLE.




WARRANT




Speedemissions,
Inc.




(Incorporated
under the laws of the State of Florida)







THIS IS
TO CERTIFY that, for value received, and in accordance with the vesting schedule
listed in Section 1, below, [_________________] (the “Holder”) is entitled,
subject to the terms and conditions set forth herein, to purchase from
Speedemissions, Inc. (the “Company”) up to [____________________________]
(_____________) fully paid and nonassessable shares of common stock of the
Company (the “Warrant Securities”) at the initial price of $0.25 per share but
subject to adjustment as provided in Section 4 below, (the “Exercise Price”),
upon payment by cashier’s check or wire transfer of the Exercise Price for such
shares of the Common Stock to the Company at the Company’s offices.




1.    Vesting
Schedule. The
option to purchase the shares of Common Stock listed above will vest
immediately.




2.    Exercisability. This
Warrant may be exercised in whole or in part at any time, or from time to time,
between the date hereof and 5:00 p.m. Eastern Standard Time on November 3, 2009,
by presentation and surrender hereof to the Company of a notice of election to
purchase duly executed and accompanied by payment by check or wire transfer of
the Exercise Price.




3.    Manner
of Exercise. In case
of the purchase of less than all the Warrant Securities, the Company shall
cancel this Warrant upon the surrender hereof and shall execute and deliver a
new warrant of like tenor for the balance of the Warrant Securities. Upon the
exercise of this Warrant, the issuance of certificates for securities,
properties or rights underlying this Warrant shall be made forthwith (and in any
event within three (3) business days thereafter) without charge to the Holder
including, without limitation, any tax that may be payable in respect of the
issuance thereof; provided, however, that the Company shall not be required to
pay any tax in respect of income or capital gain of the Holder.










Page 1 of
6












 

If and to
the extent this Warrant is exercised, in whole or in part, the Holder shall be
entitled to receive a certificate or certificates representing the Warrant
Securities so purchased, upon presentation and surrender to the Company of the
form of election to purchase attached hereto duly executed, and accompanied by
payment of the purchase price.




4.    Adjustment
in Number of Shares.




(A)    Adjustment
for Reclassifications. In case
at any time or from time to time after the issue date the holders of the Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received, or, on or
after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefore, other or
additional stock or other securities or property (including cash) by way of
stock split, spin-off, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or any
subsidiary’s capital stock), then and in each such case the Holder of this
Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to
receive the amount of stock and other securities and property which such Holder
would hold on the date of such exercise if on the issue date he had been the
holder of record of the number of shares of Common Stock of the Company called
for on the face of this Warrant and had thereafter, during the period from the
issue date, to and including the date of such exercise, retained such shares
and/or all other or additional stock and other securities and property
receivable by him as aforesaid during such period, giving effect to all
adjustments called for during such period. In the event of any such adjustment,
the Exercise Price shall be adjusted proportionally.




(B)    Adjustment
for Reorganization, Consolidation, Merger. In case
of any reorganization of the Company (or any other corporation the stock or
other securities of which are at the time receivable on the exercise of this
Warrant) after the issue date, or in case, after such date, the Company (or any
such other corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation, then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.




5.    No
Requirement to Exercise. Nothing
contained in this Warrant shall be construed as requiring the Holder to exercise
this Warrant prior to or in connection with the effectiveness of a registration
statement.




6.    No
Stockholder Rights. Unless
and until this Warrant is exercised, this Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a stockholder of the Company, or
to any other rights whatsoever except the rights herein expressed, and, no
dividends shall be payable or accrue in respect of this Warrant.










Page 2 of
6












 

7.    Cashless
Exercise.
In lieu
of delivering the Exercise Price in Cash, Holder, at his/her option, may
instruct the Company to retain, in payment of the Exercise Price, a number of
the shares of Common Stock (the “Payment Shares”) equal to the quotient of the
aggregate Exercise Price of the Warrants then being exercised divided by the
Market Price of such Payment Shares as of the date of exercise, and to deduct
the number of Payment Shares from the shares of Common Stock to be delivered to
such holder. For purposes of this Warrant, Market Price shall mean the closing
bid price of the Company’s common stock on the trading day immediately before
the exercise date. Notwithstanding the above, this Paragraph 7 shall only be
applicable provided that the Company is trading on a recognized exchange on the
date of exercise.




8.    Exchange. This
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
for new warrants of like tenor representing in the aggregate the right to
purchase the number of Warrant Securities purchasable hereunder, each of such
new warrants to represent the right to purchase such number of Warrant
Securities as shall be designated by the Holder at the time of such
surrender.




Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it and
reimbursement to the company of all reasonable expenses incidental thereto, and
upon surrender and cancellation hereof, if mutilated, the Company will make and
deliver a new warrant of like tenor and amount, in lieu hereof.




9.    Elimination
of Fractional Interests. The
Company shall not be required to issue certificates representing fractions of
securities upon the exercise of this Warrant, nor shall it be required to issue
scrip or pay cash in lieu of fractional interests. All fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
securities, properties or rights receivable upon exercise of this
Warrant.




10.    Reservation
of Securities. The
Company shall at all times reserve and keep available out of its authorized
shares of Common Stock or other securities, solely for the purpose of issuance
upon the exercise of this Warrant, such number of shares of Common Stock or
other securities, properties or rights as shall be issuable upon the exercise
hereof. The Company covenants and agrees that, upon exercise of this Warrant,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder.




11.    Notices
to Holder. If at
any time prior to the expiration of this Warrant or its exercise, any of the
following events shall occur:




(a)    the
Company shall take a record of the holders of any class of its securities for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or











Page 3 of
6












 

(b)    the
Company shall offer to all the holders of a class of its securities any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option or
warrant to subscribe therefor; or




(c)    a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed.




then, in
any one or more said events, the Company shall give written notice of such event
to the Holder at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholder entitled to such dividend, distribution, convertible or exchangeable
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of closing the transfer books, as the case may
be.




12.    Transferability. This
Warrant may not be transferred or assigned by the Holder without first obtaining
the prior written approval by the Company.




13.    Informational
Requirements. The
Company will transmit to the Holder such information, documents and reports as
are generally distributed to stockholders of the Company concurrently with the
distribution thereof to such stockholders.




14.    Notice. Notices
to be given to the Company or the Holder shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier or
messenger, or by facsimile transmission. Notices shall be deemed to have been
received on the date of personal delivery or facsimile transmission. The address
of the Company and of the Holder shall be as set forth in the Company’s books
and records.




15.    Consent
to Jurisdiction and Service. The
Company consents to the jurisdiction of any court of the State of Georgia, and
of any federal court located in Georgia, in any action or proceeding arising out
of or in connection with this Warrant. The Company waives personal service of
any summons, complaint or other process in connection with any such action or
proceeding and agrees that service thereof may be made, by certified mail
directed to the Company at the location provided in Section 14 hereof, or, in
the alternative, in any other form or manner permitted by law. Cobb County,
Georgia shall be proper venue.




16.    Successors;
Assignment. All the
covenants and provisions of this Warrant shall be binding upon and inure to the
benefit of the Company, the Holder and their respective legal representatives,
successors and assigns. This Warrant may not be assigned by the Holder without
the written consent of the Company.










Page 4 of
6












 

17.    Attorneys
Fees. In the
event the Holder shall refer this Warrant to an attorney to enforce the terms
hereof, the Company agrees to pay all the costs and expenses incurred in
attempting or effecting collection hereunder, including reasonable attorney's
fees, whether or not suit is instituted.




18.    Governing
Law. THIS
WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE
OF GEORGIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF
LAW.




IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
signature of its President and to be delivered in Tyrone, Georgia.





 


Dated:
______________, 2005   

Speedemissions,
Inc.,

a Florida
corporation


 

_____________________________________

By: Richard
A. Parlontieri

Its: President








_____________________________________

By: Brad A.
Thompson


Its: Director








_____________________________________

By: Bahram
Yusefzadeh


Its: Director

 

 


 









Page 5 of
6
















[FORM OF
ELECTION TO PURCHASE]







The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to
exercise the purchase right represented by this Warrant Certificate for, and to
purchase securities of Speedemissions, Inc. and herewith makes payment of
$______ therefor, and requests that the certificates for such securities be
issued in the name of, and delivered to _______________________, whose address
is _________________________________________.

 


 
Dated: ____________________,
20___  

__________________________________

By: _______________________________







(Signature
must conform in all respects to name of holder as specified on the face of the
Warrant Certificate)   







___________________________________

(Insert
Social Security or Other

Identifying
Number of Holder)

 

 

 

 


	 	 	 	 
	 	 	 	 
	
      Page
      6 of 6