EXHIBIT F

                      FORM OF COMMON STOCK PURCHASE WARRANT


<PAGE>



THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE
AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL
AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION
OBLIGATIONS OF THE COMPANY.

                     ---------------------------------------

                              SPEEDEMISSIONS, INC.

                          COMMON STOCK PURCHASE WARRANT


--------------------------------------------------------------------------------
                                               No. 2
-Number of shares: 100,000                      Holder: GCA Strategic Investment
                                                        Fund Limited
Expiration Date:  January 26, 2010                      Mechanics Building
                                                        12 Church Street
Purchase Price Per Share:  $0.357                       Hamilton, Bermuda HM11

          For identification only. The governing terms of this Warrant
                              are set forth below.
--------------------------------------------------------------------------------

Speedemissions, Inc., a Georgia corporation (the "Company"), hereby certifies
that, for value received, GCA Strategic Investment Fund Limited or its assigns
(the "Holder"), is entitled, subject to the terms set forth below, to purchase
from the Company at any time or from time to time after the date hereof and
prior to the fifth anniversary hereof (the "Exercise Period"), at the Purchase
Price hereinafter set forth, One Hundred Thousand (100,000) shares of the fully
paid and nonassessable shares of common stock of the Company, no par value per
share (the "Common Stock"). The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided herein.

         The purchase price per share of Common Stock issuable upon exercise of
this Warrant (the "Purchase Price") shall initially be equal to $0.357;
provided, however, that the Purchase Price shall be adjusted from time to time
as provided herein.

<PAGE>

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

                  (a) The term "Company" shall include Speedemissions, Inc. and
         any corporation that shall succeed or assume the obligations of such
         corporation hereunder.

                  (b) The term "Common Stock" includes (a) the Company's common
         stock, no par value per share, (b) any other capital stock of any class
         or classes (however designated) of the Company, authorized on or after
         the date hereof, the Holders of which shall have the right, without
         limitation as to amount, either to all or to a share of the balance of
         current dividends and liquidating dividends after the payment of
         dividends and distributions on any shares entitled to preference, and
         the Holders of which shall ordinarily, in the absence of contingencies,
         be entitled to vote for the election of a majority of directors of the
         Company (even though the right so to vote has been suspended by the
         happening of such a contingency) and (c) any other securities into
         which or for which any of the securities described in (a) or (b) may be
         converted or exchanged pursuant to a plan of recapitalization,
         reorganization, merger, sale of assets or otherwise.

                  (c) The term "Other Securities" refers to any stock (other
         than Common Stock) and other securities of the Company or any other
         person (corporate or otherwise) that the Holder of this Warrant 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
         that 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.

         1.  Exercise of Warrant.

                  1.1      Method of Exercise.

                  (a) This Warrant may be exercised in whole or in part (but not
         as to a fractional share of Common Stock), at any time and from time to
         time during the Exercise Period by the Holder hereof by delivery of a
         notice of exercise (a "Notice of Exercise") substantially in the form
         attached hereto as Exhibit A via facsimile to the Company. Promptly
         thereafter the Holder shall surrender this Warrant (if the entire
         amount of the Warrant is subject to the Notice of Exercise) to the
         Company at its principal office via overnight delivery service,
         accompanied by payment of the Purchase Price multiplied by the number
         of shares of Common Stock for which this Warrant is being exercised
         (the "Exercise Price"). Payment of the Exercise Price shall be made, at
         the option of the Holder, (i) by check or bank draft payable to the
         order of the Company, or (ii) by wire transfer to the account of the
         Company. Upon exercise, the Holder shall be entitled to receive within
         three Trading Days of the Exercise Date (as defined herein), one or
         more certificates, issued in the Holder's name or in such name or names
         as the Holder may direct, subject to the limitations on transfer
         contained herein, for the number of shares of Common Stock so
         purchased. The shares of Common Stock so purchased shall be deemed to
         be issued as of the close of business on the date on which the Company
         shall have received from the Holder payment in full of the Exercise
         Price (the "Exercise Date").

                                       2
<PAGE>

                  (b) Upon exercise of a portion of this Warrant in accordance
         with the terms hereof, records showing the amount so exercised and the
         date of exercise shall be maintained on a ledger substantially in the
         form of Annex B attached hereto (an originally signed and executed copy
         of which shall be delivered to the Company with each Notice of
         Exercise). The Company shall maintain the originally signed and
         executed ledger and the Holder shall maintain a copy thereof. Upon
         execution of the exercise of the Warrants contemplated by the Notice of
         Exercise, the Company shall deliver to the Holder a copy of Annex B
         signed and executed by the Company, and the Holder shall deliver to the
         Company a copy of Annex B signed by the Holder. It is specifically
         contemplated that the Company shall act as the calculation agent for
         all exercises of this Warrant. The Holder and any assignee, by
         acceptance of this Warrant, acknowledges and agrees that, by reason of
         the provisions of this paragraph, following an exercise of a portion of
         this Warrant, the number of shares of Common Stock represented by this
         Warrant will be the amount indicated on Annex B attached hereto (which
         may be less than the amount stated on the face hereof).

                  (c) In the event there is a dispute as to the number of shares
         of Common Stock the Holder is entitled to receive upon exercise of this
         Warrant, the Company shall issue to the Holder the number of shares not
         in dispute and the Company and the Holder will use their best efforts
         to resolve such dispute within one Business Day following the receipt
         of a Notice of Exercise. If such dispute cannot be resolved within such
         one-day period, the Company and the Holder shall submit the dispute to
         an independent accountant mutually agreed upon by the Company and the
         Holder to make a final and binding determination of the number of
         shares owed to the Holder. The Company shall issue shares of Common
         Stock owed to Holder as a result of the resolution of the dispute
         within two Business Days following the receipt of the accountant's
         independent determination.

                  1.2 Regulation D Restrictions. The Holder hereof represents
and warrants to the Company that it has acquired this Warrant and anticipates
acquiring the shares of Common Stock issuable upon exercise of the Warrant
solely for its own account for investment purposes and not with a view to or for
resale of such securities unless such resale has been registered with the
Commission or an applicable exemption is available therefor and provided that
the Holder shall have furnished to the Company an opinion of counsel in form and
substance reasonably satisfactory to the Company, to the effect that such
transfer is exempt from the registration requirements of the Securities Act and
any applicable state securities laws.

                  1.3 Company Acknowledgment. The Company will, at the time of
the exercise of this Warrant, upon request of the Holder hereof, acknowledge in
writing its continuing obligation to afford to such Holder the registration
rights to which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of a Registration Rights Agreement dated the date
hereof (the "Registration Rights Agreement").

                                       3
<PAGE>

                  1.4 Exercise. The rights of the Holder to exercise all or a
portion of this Warrant as described herein, shall not be limited.

         2. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant, and in any event within three
(3) Business Days thereafter, the Company at its expense (including the payment
by it of any applicable issue, stamp or transfer taxes) will cause to be issued
in the name of and delivered to the Holder thereof, or, to the extent
permissible hereunder, to such other person as such Holder may direct, a
certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock (or Other Securities) to which such Holder shall be
entitled on such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then applicable Purchase Price, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         3. Adjustment for Fixed Price.

                  3.1 Reorganization. The exercise price of the Warrants
(collectively, the "Fixed Price") shall be adjusted, as applicable, as hereafter
provided.


                  3.2      Share Reorganization.  If and whenever the Company
shall:

                  (a) subdivide the outstanding shares of Common Stock into a
         greater number of shares;

                  (b) consolidate the outstanding shares of Common Stock into a
         smaller number of shares;

                  (c) issue Common Stock or securities convertible into or
         exchangeable for shares of Common Stock as a stock dividend to all or
         substantially all the holders of Common Stock; or

                  (d) make a distribution on the outstanding Common Stock to all
         or substantially all the holders of Common Stock payable in Common
         Stock or securities convertible into or exchangeable for Common Stock;

any of such events being herein called a "Share Reorganization," then in each
such case the applicable Fixed Price shall be adjusted, effective immediately
after the record date at which the holders of Common Stock are determined for
the purposes of the Share Reorganization or, if no record date is fixed, the
effective date of the Share Reorganization, by multiplying the applicable Fixed
Price in effect on such record or effective date, as the case may be, by a
fraction of which:

         (i) the numerator shall be the number of shares of Common Stock
         outstanding on such record or effective date (without giving effect to
         the Share Reorganization); and

                                       4
<PAGE>

         (ii) the denominator shall be the number of shares of Common Stock
         outstanding after giving effect to such Share Reorganization,
         including, in the case of a distribution of securities convertible into
         or exchangeable for shares of Common Stock, the number of shares of
         Common Stock that would have been outstanding if such securities had
         been converted into or exchanged for Common Stock on such record or
         effective date.

                  3.3 Rights Offering. If and whenever the Company shall issue
to all or substantially all the holders of Common Stock, rights, options or
warrants under which such holders are entitled, during a period expiring not
more than 45 days after the record date of such issue, to subscribe for or
purchase Common Stock (or Derivative Securities), at a price per share (or, in
the case of securities convertible into or exchangeable for Common Stock, at an
exchange or conversion price per share at the date of issue of such securities)
of less than 95% of the Market Price of the Common Stock on such record date
(any such event being herein called a "Rights Offering"), then in each such case
the applicable Fixed Price shall be adjusted, effective immediately after the
record date at which holders of Common Stock are determined for the purposes of
the Rights Offering, by multiplying the applicable Fixed Price in effect on such
record date by a fraction of which:

         (1) the numerator shall be the sum of:

             (a) the number of shares of Common Stock outstanding on such
record date; and

             (b) a number obtained by dividing:

             (i) either,

         (x) the product of the total number of shares of Common Stock so
         offered for subscription or purchase and the price at which such shares
         are so offered, or

         (y) the product of the maximum number of shares of Common Stock into or
         for which the convertible or exchangeable securities so offered for
         subscription or purchase may be converted or exchanged and the
         conversion or exchange price of such securities, or, as the case may
         be, by

             (ii) the Market Price of the Common Stock on such record date; and

         (2) the denominator shall be the sum of:

             (a) the number of shares of Common Stock outstanding on such record
         date; and

             (b) the number of shares of Common Stock so offered for
         subscription or purchase (or, in the case of Derivative Securities, the
         maximum number of shares of Common Stock for or into which the
         securities so offered for subscription or purchase may be converted or
         exchanged).

                                       5
<PAGE>

To the extent that such rights, options or warrants are not exercised prior to
the expiry time thereof, the applicable Fixed Price shall be readjusted
effective immediately after such expiry time to the applicable Fixed Price which
would then have been in effect upon the number of shares of Common Stock (or
Derivative Securities) actually delivered upon the exercise of such rights,
options or warrants.

                  3.4  Special Distribution.  If and whenever the Company shall
issue or distribute to all or substantially all the holders of Common Stock:

                  (a) shares of the Company of any class, other than Common
         Stock;

                  (b) rights, options or warrants; or

                  (c) any other assets (excluding cash dividends and equivalent
         dividends in shares paid in lieu of cash dividends in the ordinary
         course);

and if such issuance or distribution does not constitute a Share Reorganization
or a Rights Offering (any such event being herein called a "Special
Distribution"), then in each such case the applicable Fixed Price shall be
adjusted, effective immediately after the record date at which the holders of
Common Stock are determined for purposes of the Special Distribution, by
multiplying the applicable Fixed Price in effect on such record date by a
fraction of which:

the numerator shall be the difference between:

             (i)   the product of the number of shares of Common Stock
         outstanding on such record date and the Market Price of the Common
         Stock on such date; and

             (ii)  the fair market value, as determined by the Directors (whose
         determination shall be conclusive), to the holders of Common Stock of
         the shares, rights, options, warrants, evidences of indebtedness or
         other assets issued or distributed in the Special Distribution (net of
         any consideration paid therefore by the holders of Common Stock), and

             (iii) the denominator shall be the product of the number of shares
         of Common Stock outstanding on such record date and the Market Price of
         the Common Stock on such date.

                  3.5  Capital Reorganization.  If and whenever there shall
         occur:

                  (a) a reclassification or redesignation of the shares of
         Common Stock or any change of the shares of Common Stock into other
         shares, other than in a Share Reorganization;

                  (b) a consolidation, merger or amalgamation of the Company
         with, or into another body corporate; or

                                       6
<PAGE>

                  (c) the transfer of all or substantially all of the assets of
         the Company to another body corporate;

(any such event being herein called a "Capital Reorganization"), then in each
such case the holder who exercises the right to convert the Preferred Shares
after the effective date of such Capital Reorganization shall be entitled to
receive and shall accept, upon the exercise of such right, in lieu of the number
of shares of Common Stock to which such holder was theretofore entitled upon the
exercise of the conversion privilege, the aggregate number of shares or other
securities or property of the Company or of the body corporate resulting from
such Capital Reorganization that such holder would have been entitled to receive
as a result of such Capital Reorganization if, on the effective date thereof,
such holders had been the holder of the number of shares of Common Stock to
which such holder was theretofore entitled upon conversion; provided, however,
that no such Capital Reorganization shall be consummated in effect unless all
necessary steps shall have been taken so that such holders shall thereafter be
entitled to receive such number of shares or other securities of the Company or
of the body corporate resulting from such Capital Reorganization, subject to
adjustment thereafter in accordance with provisions the same, as nearly as may
be possible, as those contained above.

                  3.6      Adjustment Rules.  The following rules and procedures
shall be applicable to adjustments made in this Section 3:

                  (a) no adjustment in the applicable Fixed Price shall be
         required unless such adjustment would result in a change of at least 1%
         in the applicable Fixed Price then in effect, provided, however, that
         any adjustments which, but for the provisions of this clause would
         otherwise have been required to be made, shall be carried forward and
         taken into account in any subsequent adjustment;

                  (b) if any event occurs of the type contemplated by the
         adjustment provisions of this Section 11 but not expressly provided for
         by such provisions, the Company will give notice of such event as
         provided herein, and the Directors will make an appropriate adjustment
         in the Fixed Price so that the rights of the holders of the applicable
         Security shall not be diminished by such event; and

                  (c) if a dispute shall at any time arise with respect to any
         adjustment of the applicable Fixed Price, such dispute shall be
         conclusively determined by the auditors of the Company or, if they are
         unable or unwilling to act, by a firm of independent chartered
         accountants selected by the Directors and any such determination shall
         be binding upon the Company and Purchaser.

                                       7
<PAGE>

         4. No Impairment. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
unassessable shares of stock on the exercise of this Warrant, and (c) will not
transfer all or substantially all of its properties and assets to any other
person (corporate or otherwise), or consolidate with or merge into any other
person or permit any such person to consolidate with or merge into the Company
(if the Company is not the surviving person), unless such other person shall
expressly assume in writing and will be bound by all the terms of this Warrant.

         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 will promptly cause its principal
financial officer 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 Purchase Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such issue or sale and as adjusted and readjusted
as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of this Warrant, and will, on the written request at
any time of the Holder of this Warrant, furnish to such Holder a like
certificate setting forth the Purchase Price at the time in effect and showing
how it was calculated.

         6.  Notices of Record Date, etc.

             In the event of

                           (a) any taking by the Company of a record of the
         Holders of any class of securities for the purpose of determining the
         Holders thereof who are entitled to receive any dividend or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities or
         property, or to receive any other right, or

                           (b) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any transfer of all or substantially all the assets of the
         Company to or consolidation or merger of the Company with or into any
         other Person, or

                           (c) any voluntary or involuntary dissolution,
         liquidation or winding-up of the Company,

                                       8
<PAGE>

then and in each such event the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, and
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the Holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 20 days prior to the date specified in such
notice on which any action is to be taken.

         7. 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, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.

         8. Exchange of Warrant. On surrender for exchange of this Warrant,
properly endorsed and in compliance with the restrictions on transfer set forth
in the legend on the face of this Warrant, to the Company, the Company at its
expense will issue and deliver to or on the order of the Holder thereof a new
Warrant of like tenor, in the name of such Holder or as such Holder (on payment
by such Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face of the Warrant so surrendered or for such lesser number
of shares of Common Stock as may be reflected on the Warrant Exercise Ledger
attached as Annex B.

         9. 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.

         10. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

         11. Negotiability, etc.. This Warrant is issued upon the following
terms, to all of which each Holder or owner hereof by the taking hereof consents
and agrees:

                   (a) 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; and

                                       9
<PAGE>

                  (b) this Warrant may not be sold, transferred or assigned
except pursuant to an effective registration statement under the Securities Act
or pursuant to an applicable exemption therefrom.

         12. Registration Rights. The Company is obligated to register the
shares of Common Stock issuable upon exercise of this Warrant in accordance with
the terms of the Registration Rights Agreement.

         13. Warrant Redemption. In the event of a failure by the Company to
maintain an effective Registration Statement during the term of this Warrant,
the Company, at the request of Holder, shall redeem all outstanding Warrants
that remain unexercised at a redemption price equal to the greater of (x) an
appraised value of the Warrants, as determined by Black Sholes, on the date they
are called for redemption and (y) the number of Warrants being redeemed
multiplied by the excess of (A) the Market Price of the Common Shares over (B)
the exercise price of the Warrants. "Market Price" shall mean the volume
weighted average sales price as reported by Bloomberg, L.P. for the three
consecutive trading days immediately prior to the date that the Warrants are
called for redemption.

         14. Notices, etc.. All notices and other communications from the
Company to the Holder of this Warrant 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 such Holder or, until any such Holder furnishes to
the Company any address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.

         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 construed and enforced in accordance with and
governed by the internal laws of the State of Delaware. The headings in this
Warrant are for the 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       10
<PAGE>




         DATED as of January 26, 2005.


                                       SPEEDEMISSIONS, INC.


                                       By: /s/ Rich Parlontieri
                                          -------------------------------------
                                          Name:   Rich Parlontieri
                                          Title:  President

[Corporate Seal]


Attest:

By:
   -------------------------------
                              Secretary
   ---------------------------



                                       11
<PAGE>


                                    EXHIBIT A

                        FORM OF NOTICE EXERCISE - WARRANT
                       (To be executed only upon exercise
                       of the Warrant in whole or in part)

To ____________________________________________

         The undersigned registered Holder of the accompanying Warrant, hereby
exercises such Warrant or portion thereof for, and purchases thereunder,
__________1 shares of Common Stock (as defined in such Warrant) and herewith
makes payment therefor in the amount and manner set forth below, as of the date
written below. The undersigned requests that the certificates for such shares of
Common Stock be issued in the name of, and delivered to, _______________________
______________________ whose address is _______________________________________.

         The Exercise Price is paid as follows:

         |_|     Certified Bank draft payable to the Company in the amount
                 of $_____________.
         |_|     Wire transfer to the account of the Company in the amount
                 of $___________.

         Upon exercise pursuant to this Notice of Exercise, the Holder will be
in compliance with the Limitation on Exercise (as defined in the Securities
Purchase Agreement pursuant to which this Warrant was issued).

         The Holder of the shares of Common Stock received upon exercise of the
Warrant (the "Common Shares"), covenants and agrees that the Common Shares are
being acquired as an investment and not with a view to the distribution thereof
in violation of the Securities Act and that the Common Shares may not be
transferred, sold, assigned, hypothecated or otherwise disposed of, in whole or
in part except as provided in the legend on the first page of this Warrant and
provided that the Holder shall have furnished the Company an opinion of counsel
in form and substance reasonably acceptable to the Company to the effect that
such transfer is exempt from the registration requirements of the Securities Act
and any applicable state securities laws.*

Date:
     -------------------------         -----------------------------------------
                                       (Name must conform to name of Holder as
                                       specified on the face of the Warrant)

                                       By:
                                          --------------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                       Address of Holder:
                                                         -----------------------

                                                   -----------------------------

                                                   -----------------------------


Date of exercise:
                 ------------------------------------


(1)    Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised portion of
the accompanying Warrant, to the Holder surrendering the same.
<PAGE>


                                     ANNEX B

                             WARRANT EXERCISE LEDGER

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                   ORIGINAL NUMBER    WARRANTS     EXERCISE PRICE    NEW BALANCE         ISSUER            HOLDER
    DATE             OF WARRANTS      EXERCISED         PAID         OF WARRANTS        INITIALS          INITIALS
-----------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>          <C>               <C>                <C>               <C>

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

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</TABLE>



SPEEDEMISSIONS, INC.                                 HOLDER:


By:      _______________________                     By: _______________________
Name:    _______________________                     Name:______________________
Title:   _______________________                     Title:_____________________