ARTICLES OF AMENDMENT
                                       AND
          FIRST AMENDMENT TO CERTIFICATE OF DESIGNATION OF THE RIGHTS,
          PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN
             SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY
                 AMENDMENT THERETO, OF THE SERIES B CONVERTIBLE
                     PREFERRED STOCK OF SPEEDEMISSIONS, INC.


      The undersigned, Richard A. Parlontieri, does hereby certify that:

            1. He is the President and Secretary of Speedemissions, Inc., a
Florida corporation (the "Corporation").

            2. Pursuant to the Unanimous Written Consent of the Board of
Directors of the Corporation and the consent of the Series B Convertible
Preferred Stock shareholders dated August 4, 2005, the Board of Directors
approved an amendment to the Certificate of Designation of Series B Convertible
Preferred Stock of the Corporation authorizing a change to the conversion terms
thereof (the "Amendment"). The number of votes for both the Written Consent of
the Board of Directors and the Series B Convertible Preferred Stock Shareholders
was sufficient for approval of the Amendment. No action by the common stock
shareholders of the Corporation was required for this action. The amendment to
this Certificate of Determination of Series B Convertible Preferred Stock of the
Corporation is as follows:

      1) Amendment. Section 6 (a) is hereby amended and restated to read as
follows:

Section 6 (a) Conversions at Option of Holder. Each share of Series B Preferred
Stock shall be initially convertible (subject to the limitations set forth in
Section 6(c)), into Seventy Five and Six Tenths (75.6) shares of Common Stock
(as adjusted as provided below, the "Conversion Ratio") at the option of the
Holders, at any time and from time to time from and after the Original Issue
Date. Holders shall effect conversions by providing the Corporation with the
form of conversion notice attached hereto as Annex A (a "Notice of Conversion")
as fully and originally executed by the Holder, together with the delivery by
the Holder to the Corporation of the stock certificate(s) representing the
number of shares of Series B Preferred Stock so converted, with such stock
certificates being duly endorsed in full for transfer to the Corporation or with
an applicable stock power duly executed by the Holder in the manner and form as
deemed reasonable by the transfer agent of the Common Stock. Each Notice of
Conversion shall specify the number of shares of Series B Preferred Stock to be
converted, the number of shares of Series B Preferred Stock owned prior to the
conversion at issue, the number of shares of Series B Preferred Stock owned
subsequent to the conversion at issue, the stock certificate number and the
shares of Series B Preferred Stock represented thereby which are accompanying
the Notice of Conversion, and the date on which such conversion is to be
effected, which date may not be prior to the date the Holder delivers such
Notice of Conversion and the applicable stock certificates to the Corporation by
overnight delivery service (the "Conversion Date"). If no Conversion Date is
specified in a Notice of Conversion, the Conversion Date shall be the Trading
Day immediately following the date that such Notice of Conversion and applicable
stock certificates are received by the Corporation. The calculations and entries
set forth in the Notice of Conversion shall control in the absence of manifest
or mathematical error. Shares of Series B Preferred Stock converted into Common
Stock in accordance with the terms hereof shall be canceled and may not be
reissued. The initial value of the Series B Preferred Stock on the Conversion
Date shall be equal to $2.646 per share (as adjusted pursuant to Section 7 or
otherwise as provided herein, the "Conversion Value"). If the initial Conversion
Value is adjusted pursuant to Section 7 or as otherwise provided herein, the
Conversion Ratio shall likewise be adjusted and the new Conversion Ratio shall
equal the Liquidation Value divided by the new Conversion Value. Thereafter,
subject to any further adjustments in the Conversion Value, each share of Series
B Preferred Stock shall be convertible into that number of shares of Common
Stock equal to the new Conversion Ratio.

                         [SIGNATURES ON FOLLOWING PAGE]


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      RESOLVED, FURTHER, that the Chairman, the president or any vice-president,
and the secretary or any assistant secretary, of the Corporation be and they
hereby are authorized and directed to prepare and file an amendment to the
Certificate of Designation of Preferences, Rights and Limitations in accordance
with the foregoing resolution and the provisions of the Business Corporation Act
of the State of Florida.

      IN WITNESS WHEREOF, the undersigned have executed this Certificate this
4th day of August, 2005.


/s/ Richard A. Parlontieri                       /s/ Richard A. Parlontieri
---------------------------------------------    -------------------------------
Name:Richard A. Parlontieri                      Name:Richard A. Parlontieri
Title:  President and Chief Executive Officer    Title:  Secretary