REGISTRATION RIGHTS AGREEMENT


                                January 26, 2005

To GCA Strategic Investment Fund Limited and Global Capital Advisors, LLC

Dear Sirs:

         This will confirm that in consideration of your agreement on the date
hereof to purchase a promissory note in the principal amount of $350,000 (the
"Note") of Speedemissions, Inc., a Georgia corporation (the "Company"), and as
an inducement to you to consummate the transactions contemplated by the parties,
the Company covenants and agrees with each of you as follows:

         1.  Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

         "Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

         "Common Stock" shall mean the Common Stock, no par value, of the
Company, as constituted as of the date of this Agreement.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         "Holders" shall mean GCA Strategic Investment Fund Limited and Global
Capital Advisors, LLC.

         "Purchaser" shall mean GCA Strategic Investment Fund Limited.

         "Registration Expenses" shall mean the expenses so described in
Section 8.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Selling Expenses" shall mean the expenses so described in Section 8.

         "Warrant Shares" shall mean at any time, the Common Stock Purchase
Warrants issued the date hereof for an aggregate 200,000 shares of the Company's
Common Stock.
<PAGE>

         2.  Required Registration.

             a.  No later than 90 days after demand by the Holders the Company
         shall have filed to register the resale of the Warrant Shares.
         Notwithstanding anything to the contrary contained herein, the Company
         shall not be obligated to effect, or to take any action to effect, any
         such registration pursuant to this Section 2:

                 i. during the period starting with the date sixty (60) days
             prior to the Company's good faith estimate of the date of filing
             of, and ending on a date one hundred twenty (120) days after the
             effective date of, a Company-initiated registration (but in any
             event no greater than three hundred sixty (360) days after a
             request is made under this Section 2); provided that the Company is
             actively employing in good faith all reasonable efforts to cause
             such registration statement to become effective; or

                 ii.   if in the good faith judgment of the Board of Directors
             of the Company, such registration would be seriously detrimental to
             the Company and the Board of Directors of the Company concludes, as
             a result, that it is essential to defer the filing of such
             registration statement at such time, in which case the Company
             shall furnish to such holders a certificate signed by the President
             of the Company stating that in the good faith judgment of the Board
             of Directors of the Company, it would be seriously detrimental to
             the Company for such registration statement to be filed in the near
             future and that it is, therefore, essential to defer the filing of
             such registration statement, then the Company shall have the right
             to defer such filing for a period of not more than 90 days after
             receipt of the request of the requesting holders, and, provided
             further, that the Company shall not defer its obligation in this
             manner more than once in any eighteen-month period.

             b.  Following receipt of any notice under this Section 2, the
         Company shall immediately notify all holders of Warrant Shares from
         whom notice has not been received and shall use its best efforts to
         register under the Securities Act, for public sale in accordance with
         the method of disposition specified in such notice from requesting
         holders, the number of shares of Warrant Shares specified in such
         notice (and in all notices received by the Company from other holders
         within 30 days after the giving of such notice by the Company). If such
         method of disposition shall be an underwritten public offering, the
         holders of a majority of the shares of Warrant Shares to be sold in
         such offering may designate the managing underwriter of such offering,
         subject to the approval of the Company, which approval shall not be
         unreasonably withheld or delayed. The Company shall be obligated to
         register the Warrant Shares pursuant to this Section 2 on one occasion
         only, provided, however, that such obligation shall be deemed satisfied
         only when a registration statement covering all shares of Warrant
         Shares specified in notices received and not rescinded as aforesaid,
         for sale in accordance with the method of disposition specified by the
         requesting holders, shall have become effective and, if such method of
         disposition is a firm commitment underwritten public offering, all such
         shares shall have been sold pursuant thereto.

                                       2
<PAGE>

             c. The Company and any other holders of Common Stock which the
         Company shall permit to participate shall be entitled to include in any
         registration statement referred to in this Section 2, for sale in
         accordance with the method of disposition specified by the requesting
         holders, shares of Common Stock to be sold by the Company or such other
         holders for their own account, except as and to the extent that, in the
         opinion of the managing underwriter (if such method of disposition
         shall be an underwritten public offering), such inclusion would
         adversely affect the marketing of the Warrant Shares to be sold. Except
         for registration statements on Form S-4, S-8 or any successor thereto,
         the Company will not file with the Commission any other registration
         statement with respect to its Common Stock, whether for its own account
         or that of other stockholders, from the date of receipt of a notice
         from requesting holders pursuant to this Section 2 until the completion
         of the period of distribution of the registration contemplated thereby.

         3. Incidental Registration. If the Company at any time (other than
pursuant to Section 2 or Section 4) proposes to register any of its Common Stock
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms S-4, S-8 or another form not available for
registering the Warrant Shares for sale to the public), each such time it will
give written notice to all holders of outstanding Warrant Shares of its
intention so to do. Upon the written request of any such holder, received by the
Company within 10 business days after the giving of any such notice by the
Company, to register any of its Warrant Shares (which request shall state the
intended method of disposition thereof), the Company will use its best efforts
to cause the Warrant Shares as to which registration shall have been so
requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder (in accordance with its
written request) of such Warrant Shares so registered. In the event that any
registration pursuant to this Section 3 shall be, in whole or in part, an
underwritten public offering of Common Stock, the number of shares of Warrant
Shares to be included in such an underwriting may be reduced (pro rata among the
requesting holders based upon the number of shares of Warrant Shares owned by
such holders) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein, provided, however, that such
number of shares of Warrant Shares shall not be reduced if any shares are to be
included in such underwriting for the account of any person other than the
Company or requesting holders of Warrant Shares. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred to in
this Section 3 without thereby incurring any liability to the holders of Warrant
Shares.

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<PAGE>

         4.  Registration on Form S-3. If at any time (i) a holder or holders of
the Warrant Shares request that the Company file a registration statement on
Form S-3 or any successor thereto for a public offering of all or any portion of
the shares of Warrant Shares held by such requesting holder or holders, the
reasonably anticipated aggregate price to the public of which would exceed
$1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any
successor thereto to register such shares, then the Company shall use its best
efforts to register under the Securities Act on form S-3 or any successor
thereto, for public sale in accordance with the method of disposition specified
in such notice, the number of shares of Warrant Shares specified in such notice.
Whenever the Company is required by this Section 4 to use its best efforts to
effect the registration of Warrant Shares, each of the procedures and
requirements of Section 2 (including but not limited to the requirement that the
Company notify all holders of Warrant Shares from whom notice has not been
received and provide them with the opportunity to participate in the offering)
shall apply to such registration, provided, however, that the Company shall not
be obligated to effect any such registration pursuant to the conditions in
Section 2(a)(i), in the event that the Company shall furnish the certification
described in Section 2(a)(ii), or more than once in any twelve month period, and
provided, further, however, that the requirements contained in the first
sentence of Section 2(a) shall not apply to any registration on Form S-3 which
may be requested and obtained under this Section 4.

         5.  Registration Procedures. If and whenever the Company is required by
the provisions of Section 2, 3 or 4 to use its best efforts to effect the
registration of any of the Warrant Shares under the Securities Act, the Company
will, as expeditiously as possible:

             a.  prepare and file with the Commission a registration statement
         (which, in the case of an underwritten public offering pursuant to
         Section 2, shall be on Form S-1 or other form of general applicability
         satisfactory to the managing underwriter selected as therein provided)
         with respect to such securities and use its best efforts to cause such
         registration statement to become and remain effective for the period of
         the distribution contemplated thereby (determined as hereinafter
         provided);

             b.  prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective for the period specified in paragraph (a) above and
         comply with the provisions of the Securities Act with respect to the
         disposition of all Warrant Shares covered by such registration
         statement in accordance with the sellers' intended method of
         disposition set forth in such registration statement for such period;

             c.  furnish to each seller of Warrant Shares and to each
         underwriter such number of copies of the registration statement and the
         prospectus included therein (including each preliminary prospectus) as
         such persons reasonably may request in order to facilitate the public
         sale or other disposition of the Warrant Shares covered by such
         registration statement;

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<PAGE>

             d. use its best efforts to register or qualify the Warrant Shares
         covered by such registration statement under the securities or "blue
         sky" laws of such jurisdictions as the sellers of Warrant Shares or, in
         the case of an underwritten public offering, the managing underwriter
         reasonably shall request, provided, however, that the Company shall not
         for any such purpose be required to qualify generally to transact
         business as a foreign corporation in any jurisdiction where it is not
         so qualified or to consent to general service of process in any such
         jurisdiction;

             e. use its best efforts to list the Warrant Shares covered by such
         registration statement with any securities exchange on which the Common
         Stock of the Company is then listed;

             f. immediately notify each seller of Warrant Shares and each
         underwriter under such registration statement, at any time when a
         prospectus relating thereto is required to be delivered under the
         Securities Act, of the happening of any event of which the Company has
         knowledge as a result of which the prospectus contained in such
         registration statement, as then in effect, includes an untrue statement
         of a material fact or omits to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;

             g. if the offering is underwritten and at the request of any seller
         of Warrant Shares, use its best efforts to furnish on the date that
         Warrant Shares is delivered to the underwriters for sale pursuant to
         such registration: (i) an opinion dated such date of counsel
         representing the Company for the purposes of such registration,
         addressed to the underwriters, stating that such registration statement
         has become effective under the Securities Act and that (A) to the best
         knowledge of such counsel, no stop order suspending the effectiveness
         thereof has been issued and no proceedings for that purpose have been
         instituted or are pending or contemplated under the Securities Act, (B)
         the registration statement, the related prospectus and each amendment
         or supplement thereof comply as to form in all material respects with
         the requirements of the Securities Act (except that such counsel need
         not express any opinion as to financial statements contained therein)
         and (C) to such other effects as reasonably may be requested by counsel
         for the underwriters and (ii) a letter dated such date from the
         independent public accountants retained by the Company, addressed to
         the underwriters, stating that they are independent public accountants
         within the meaning of the Securities Act and that, in the opinion of
         such accountants, the financial statements of the Company included in
         the registration statement or the prospectus, or any amendment or
         supplement thereof, comply as to form in all material respects with the
         applicable accounting requirements of the Securities Act, and such
         letter shall additionally cover such other financial matters (including
         information as to the period ending no more than five business days
         prior to the date of such letter) with respect to such registration as
         such underwriters reasonably may request; and

                                       5
<PAGE>

             h. make available for inspection by each seller of Warrant Shares,
         any underwriter participating in any distribution pursuant to such
         registration statement, and any attorney, accountant or other agent
         retained by such seller or underwriter, all financial and other
         records, pertinent corporate documents and properties of the Company,
         and cause the Company's officers, directors and employees to supply all
         information reasonably requested by any such seller, underwriter,
         attorney, accountant or agent in connection with such registration
         statement.

         For purposes of Section 5(a) and 5(b) and of Section 2(c), the period
of distribution of Warrant Shares in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchase by it or a period of 90 days, which ever
first occurs, and the period of distribution of Warrant Shares in any other
registration shall be deemed to extend until the earlier of the sale of all
Warrant Shares covered thereby and 90 days after the effective date thereof.

         In connection with each registration hereunder, the sellers of Warrant
Shares will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.

         In connection with each registration pursuant to Sections 2, 3 or 4
covering an underwritten public offering, the Company and each seller agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature.

         6.  Expenses. All expenses incurred by the Company in complying with
sections 2, 3 and 4, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of insurance and reasonable fees
and disbursements of one counsel for the sellers of Warrant Shares, but
excluding any Selling Expenses, are called "Registration Expenses". All
underwriting discounts and selling commissions applicable to the sale of Warrant
Shares are called "Selling Expenses".

         The Company will pay all Registration Expenses in connection with each
registration statement under Sections 2, 3 or 4. All Selling Expenses in
connection with each registration statement under Sections 2, 3 or 4 shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such participating sellers other than the Company (except to the
extent the Company shall be a seller) as they may agree.

                                       6
<PAGE>

         7.  Indemnification and Contribution.

             a.  In the event of a registration of any of the Warrant Shares
         under the Securities Act pursuant to Sections 2, 3 or 4, the Company
         will indemnify and hold harmless each seller of such Warrant Shares
         thereunder, each underwriter of such Warrant Shares thereunder and each
         other person, if any, who controls such seller or underwriter within
         the meaning of the Securities Act, against any losses, claims, damages
         or liabilities, joint or several, to which such seller, underwriter or
         controlling person may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon any untrue
         statement or alleged untrue statement of any material fact contained in
         any registration statement under which such Warrant Shares were
         registered under the Securities Act pursuant to Sections 2, 3 or 4, any
         preliminary prospectus or final prospectus contained therein, or any
         amendment or supplement thereof, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, and will reimburse each such seller, each such underwriter
         and each such controlling person for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action, provided,
         however, that the Company will not be liable in any such case if and to
         the extent that any such loss, claim, damage or liability arises out of
         or is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission so made in conformity with information
         furnished by any such seller, any such underwriter or any such
         controlling person in writing specifically for use in such registration
         statement or prospectus. It is agreed that the indemnity agreement
         contained in this Section 7(a) shall not apply to amounts paid in
         settlement of any such loss, claim, damage, liability or action if such
         settlement is effected without the consent of the Company (which
         consent shall not be unreasonably withheld or delayed).

             b.  In the event of a registration of any of the Warrant Shares
         under the Securities Act pursuant to Sections 2, 3 or 4, each seller of
         such Warrant Shares thereunder, severally and not jointly, will
         indemnify and hold harmless the Company, each person, if any, who
         controls the Company within the meaning of the Securities Act, each
         officer of the Company who signs the registration statement, each
         director of the Company, each underwriter and each person who controls
         any underwriter within the meaning of the Securities Act, against all
         losses, claims, damages or liabilities, joint or several, to which the
         Company or such officer, director, underwriter or controlling person
         may become subject under the Securities Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in the registration
         statement under which such Warrant Shares were registered under the
         Securities Act pursuant to Sections 2, 3 or 4, any preliminary
         prospectus or final prospectus contained therein, or any amendment or
         supplement thereof, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         will reimburse the Company and each such officer, director, underwriter
         and controlling person for any legal or other expenses reasonably
         incurred by them in connection with investigating or defending any such
         loss, claim, damage, liability or action, provided, however, that such
         seller will be liable hereunder in any such case if and only to the
         extent that any such loss, claim, damage or liability arises out of or
         is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission made in reliance upon and in conformity
         with information pertaining to such seller, as such, furnished in
         writing to the Company by such seller specifically for use in such
         registration statement or prospectus, and provided, further, however,
         that the liability of each seller hereunder shall not in any event to
         exceed the proceeds received by such seller from the sale of Warrant
         Shares covered by such registration statement. It is agreed that the
         indemnity agreement contained in this Section 7(b) shall not apply to
         amounts paid in settlement of any such loss, claim, damage, liability
         or action if such settlement is effected without the consent of seller
         hereunder (which consent shall not be unreasonably withhold or
         delayed).

                                       7
<PAGE>

             c. Promptly after receipt by an indemnified party hereunder of
         notice of the commencement of any action, such indemnified party shall,
         if a claim in respect thereof is to be made against the indemnifying
         party hereunder, notify the indemnifying party in writing thereof, but
         the omission so to notify the indemnifying party shall not relieve it
         from any liability which it may have to such indemnified party other
         than under this Section 7 and shall only relieve it from any liability
         which it may have to such indemnified party under this Section 7 if and
         to the extent the indemnifying party is prejudiced by such omission. In
         case any such action shall be brought against any indemnified party and
         it shall notify the indemnifying party of the commencement thereof, the
         indemnifying party shall be entitled to participate in and, to the
         extent it shall wish, to assume and undertake the defense thereof with
         counsel reasonably satisfactory to such indemnified party, and, after
         notice from the indemnifying party to such indemnified party of its
         election so to assume and undertake the defense thereof, the
         indemnifying party shall not be liable to such indemnified party under
         this Section 7 for any legal expenses subsequently incurred by such
         indemnified party in connection with the defense thereof other than
         reasonable costs of investigation and of liaison with counsel so
         selected, provided, however, that, if the defendants in any such action
         include both the indemnified party and the indemnifying party and the
         indemnified party shall have reasonably concluded that there may be
         reasonable defenses available to it which are different from or
         additional to those available to the indemnifying party or if the
         interest of the indemnified party reasonably may be deemed to conflict
         with the interests of the indemnifying party, the indemnified party
         shall have the right to select a separate counsel and to assume such
         legal defenses and otherwise to participate in the defense of such
         action, with the expenses and fees of such separate counsel and other
         expenses related to such participation to be reimbursed by the
         indemnifying party as incurred.

                                       8
<PAGE>

             d. In order to provide for just and equitable contribution to joint
         liability under the Securities Act in any case in which either (i) any
         holder of Warrant Shares exercising rights under this Agreement, or any
         controlling person of any such holder, makes a claim for
         indemnification pursuant to this Section 7 but it is judicially
         determined (by the entry of a final judgment or decree by a court of
         competent jurisdiction and the expiration of time to appeal or the
         denial of the last right of appeal) that such indemnification may not
         be enforced in such case notwithstanding the fact that this Section 7
         provides for indemnification in such case, or (ii) contribution under
         the Securities Act may be required on the part of any such selling
         holder or any such controlling person in circumstances for which
         indemnification is provided under this Section 7; then, and in each
         such case, the Company and such holder will contribute to the aggregate
         losses, claims, damages or liabilities to which they may be subject
         (after contribution from others) in such proportion so that such holder
         is responsible for the portion represented by the percentage that the
         public offering price of its Warrant Shares offered by the registration
         statement bears to the public offering price of all securities offered
         by such registration statement, and the Company is responsible for the
         remaining portion; provided, however, that, in any such case, (A) no
         such holder will be required to contribute any amount in excess of the
         public offering price of all such Warrant Shares offered by it pursuant
         to such registration statement; and (B) no person or entity guilty of
         fraudulent misrepresentation (within the remaining of Section 9(f) of
         the Securities Act) will be entitled to contribution from any person or
         entity who was not guilty of such fraudulent misrepresentation.

         8. Changes in Common Stock. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.

         9.  Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Warrant Shares to the public without registration, at all times
after 90 days after any registration statement covering a public offering of
securities of the Company under the Securities Act shall have become effective,
the Company agrees to:

             a. make and keep public information available, as those terms are
         understood and defined in Rule 144 under the Securities Act;

             b. use its best efforts to file with the Commission in a timely
         manner all reports and other documents required of the Company under
         the Securities Act and the Exchange Act; and

                                       9
<PAGE>

             c. furnish to each holder of Warrant Shares forthwith upon request
         a written statement by the Company as to its compliance with the
         reporting requirements of such Rule 144 and of the Securities Act and
         the Exchange Act, a copy of the most recent annual or quarterly report
         of the Company, and such other reports and documents so filed by the
         Company as such holder may reasonably request in availing itself of any
         rule or regulation of the Commission allowing such holder to sell any
         Warrant Shares without registration.

         10. Representations and Warranties of the Company. The Company
represents and warrants to you as follows:

             a. The execution, delivery and performance of this Agreement by the
         Company have been duly authorized by all requisite corporate action and
         will not violate any provision of law, any order of any court or there
         agency of government, the Charter or By-laws of the Company or any
         provision of any indenture, agreement or other instrument to which it
         or any of its properties or assets is bound, conflict with, result in a
         breach of or constitute (with due notice or lapse of time or both) a
         default under any such indenture, agreement or other instrument or
         result in the creation or imposition of any lien, charge or encumbrance
         of any nature whatsoever upon any of the properties or assets of the
         Company.

             b. This Agreement has been duly executed and delivered by the
         Company and constitutes the legal, valid and binding obligation of the
         Company, enforceable in accordance with its terms.

         11. Miscellaneous.

             a.  All covenants and agreements contained in this Agreement by or
         on behalf of any of the parties hereto shall bind and inure to the
         benefit of the respective successors and assigns of the parties hereto
         (including without limitation transferees of any Debenture or Warrant
         Shares), whether so expressed or not, provided, however, that
         registration rights conferred herein on the holders of Warrant Shares
         shall only inure to the benefit of a transferee of Warrant Shares if
         (i) there is transferred to such transferee at least 1,000 shares in
         the aggregate of Warrant Shares or (ii) such transferee is a partner,
         shareholder or affiliate of a party hereto.

             b.  All notices, requests, consents and other communications
         hereunder shall be in writing and shall be delivered in person, mailed
         by certified or registered mail, return receipt requested, or sent by
         telecopier or telex, addressed as follows::

             if to the Company or any other party hereto, at the address of such
party set forth herein;

                                       10
<PAGE>

             if to any subsequent holder of the Warrant Shares, to it at such
address as may have been furnished to the Company in writing by such holder;

or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Warrant Shares) or to the
holders of Warrant Shares (in the case of the Company) in accordance with the
provisions of this paragraph.

             c.  This Agreement shall be governed by and construed in accordance
         with the laws of the State of Georgia.

             d.  This Agreement may not be amended or modified, and no provision
         hereof may be waived, without the written consent of the Company and
         the holders of at least two-thirds of the outstanding Warrant Shares.

             e. This Agreement may be executed in two or more counterparts, each
         of which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

             f.  The obligations of the Company to register the Warrant Shares
         under Sections 2, 3 or 4 shall terminate on the tenth anniversary
         hereof.

             g.  If requested in writing by the underwriters for the initial
         underwritten public offering of securities of the Company, each holder
         of Warrant Shares who is a party to this Agreement shall agree not to
         sell publicly any shares of Warrant Shares or any other shares of
         Common Stock (other than shares of Warrant Shares or other shares of
         Common Stock being registered in such offering), without the consent of
         such underwriters, for a period of not more than 180 days following the
         effective date of the registration statement relating to such offering;
         provided, however, that all persons entitled to registration rights
         with respect to shares of Common Stock who are not parties to this
         Agreement, all other persons selling shares of Common Stock in such
         offering, all persons holding in excess of 5% of the capital stock of
         the Company on a fully diluted basis and all executive officers and
         directors of the Company shall also have agreed not to sell publicly
         their Common Stock under the circumstances and pursuant to the terms
         set forth in this Section 11(g).

             h. The Company shall not grant to any third party any registration
         rights more favorable than any of those contained herein, so long as
         any of the registration rights under this Agreement remains in effect.

             i. If any provision of this Agreement shall be held to be illegal,
         invalid or unenforceable, such illegality, invalidity or
         unenforceability shall attach only to such provision and shall not in
         any manner affect or render illegal, invalid or unenforceable any other
         provision of this Agreement, and this Agreement shall be carried out as
         if any such illegal, invalid or unenforceable provision were not
         contained herein.


                             SIGNATURE PAGE FOLLOWS


                                       11

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers, as of the date first above
written.

                                SPEEDEMISSIONS, INC.


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

                                Address:     Speedemissions, Inc.
                                             1029 Peachtree Parkway North,
                                             Ste 310
                                             Peachtree City, GA 30269
                                             Fax: 770-306-7804
                                             Tel.: 770-330-6401


                                GCA STRATEGIC INVESTMENT FUND LIMITED


                                By:          /s/ Lewis N. Lester
                                             ----------------------------
                                Name:        Lewis N. Lester
                                Title:       Director

                                Address:     c/o Prime Management Limited
                                             Mechanics Building
                                             12 Church Street
                                             Hamilton HM II, Bermuda
                                             Fax:     441-295-3926
                                             Tel.:    441-295-0329


                                GLOBAL CAPITAL ADVISORS, LLC


                                By:          /s/ Lewis N. Lester
                                             ----------------------------
                                Name:        Lewis N. Lester
                                Title:       Manager

                                Address: 227 King Street
                                Frederiksted, USVI 00840
                                Fax: 340-719-3974
                                Tel.: 340-772-7772


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