THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
      UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933  ACT"),  OR ANY
      STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY
      BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
      REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE 1933
      ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS,  OR (2)  PURSUANT  TO AN
      EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.

      IN ADDITION,  A PREFERRED  STOCK PURCHASE  AGREEMENT  DATED AS OF June 30,
      2005,  AS  AMENDED  (THE  "PURCHASE  AGREEMENT"),  A COPY OF WHICH  MAY BE
      OBTAINED  FROM THE COMPANY AT ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS
      CERTAIN  ADDITIONAL  AGREEMENTS  BETWEEN THE PARTIES  WITH RESPECT TO THIS
      WARRANT.

      THIS WARRANT  REPLACES AND RESTATES THE COMMON STOCK PURCHASE  WARRANT "B"
      ORIGINALLY EXECUTED ON JUNE 30, 2005.

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

                              SPEEDEMISSIONS, INC.

                        COMMON STOCK PURCHASE WARRANT "B"

Number of Shares:  19,659,346        Holder: Barron Partners LP
                                           c/o  Barron Capital Advisors LLC
Original Issue Date:  June 30, 2005        Managing Partner
                                           Attn: Andrew Barron Worden
                                           730 Fifth Avenue, 9th Floor
Expiration Date: June 30, 2010             New York NY 10019
                                           tel 212-659-7790
Exercise Price per Share: $0.48            fax 646-607-2223

Speedemissions,  Inc., a company  organized  and existing  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
BARRON  PARTNERS  LP, or its  registered  assigns  (the  "Warrant  Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company up
to Nineteen  Million Six Hundred  Fifty Nine  Thousand  Three  Hundred Forty Six
(19,659,346) shares (as adjusted from time to time as provided in Section 7, the
"Warrant Shares") of common stock, $0.001 par value (the "Common Stock"), of the
Company at a price of Forty Eight Cents  ($0.48) per Warrant  Share (as adjusted
from time to time as provided in Section 7, the "Exercise  Price"),  at any time
and from time to time from and after the date thereof and through and  including
5:00  p.m.  New  York  City  time  on June  30,  2010  (or  eighteen  months  of


<PAGE>


effectiveness  of a  Registration  Statement  subsequent to the issuance  hereof
(such eighteen months to be extended by one month for each month or portion of a
month during which a Registration  Statement's  effectiveness has lapsed or been
suspended),  whichever is  longer)(the  "Expiration  Date"),  and subject to the
following terms and conditions:

      1.  Registration of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the record  Warrant Holder hereof from time to time.
The Company may deem and treat the registered  Warrant Holder of this Warrant as
the  absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
distribution to the Warrant Holder, and for all other purposes,  and the Company
shall not be affected by notice to the contrary.

      2. Investment Representation. The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment  purposes and not with the view to
any  offering  or  distribution  and that the  Warrant  Holder  will not sell or
otherwise dispose of this Warrant or the underlying  Warrant Shares in violation
of  applicable  securities  laws.  The  Warrant  Holder  acknowledges  that  the
certificates  representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended  (the  "1933  Act")  and may not be sold by the  Warrant  Holder  except
pursuant to an effective registration statement or pursuant to an exemption from
registration  requirements  of the 1933 Act and in  accordance  with federal and
state  securities  laws.  If this  Warrant was  acquired  by the Warrant  Holder
pursuant to the exemption  from the  registration  requirements  of the 1933 Act
afforded by  Regulation  S  thereunder,  the  Warrant  Holder  acknowledges  and
covenants  that this  Warrant may not be  exercised  by or on behalf of a Person
during the one year distribution  compliance period (as defined in Regulation S)
following the date hereof.  "Person"  means an  individual,  partnership,  firm,
limited liability company, trust, joint venture,  association,  corporation,  or
any other legal entity.

      3.  Validity of Warrant and Issue of Shares.  The Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
warrants  and  agrees  that all of  Common  Stock  that may be  issued  upon the
exercise of the rights  represented by this Warrant will,  when issued upon such
exercise,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all taxes,  liens and charges with respect to the issue  thereof.  The
Company  further  warrants  and agrees that during the period  within  which the
rights represented by this Warrant may be exercised, following the effectiveness
of an  amendment  to its articles of  incorporation  to increase its  authorized
common  stock,  the Company  will at all times have  authorized  and  reserved a
sufficient  number of Common  Stock to provide  for the  exercise  of the rights
represented by this Warrant.


                                       2
<PAGE>


      4. Registration of Transfers and Exchange of Warrants.

            a.  Subject to  compliance  with the legend set forth on the face of
this  Warrant,  the Company  shall  register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment  attached  hereto duly  completed  and signed,  to the Company at the
office  specified  in or  pursuant to Section 9. Upon any such  registration  or
transfer,  a new warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new warrant, a "New Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the  transferring  Warrant Holder.  The acceptance of the New
Warrant  by the  transferee  thereof  shall be  deemed  the  acceptance  of such
transferee  of all of the  rights  and  obligations  of a  Warrant  Holder  of a
Warrant.

            b. This Warrant is  exchangeable,  upon the surrender  hereof by the
Warrant Holder to the office of the Company  specified in or pursuant to Section
9 for one or more  New  Warrants,  evidencing  in the  aggregate  the  right  to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

      5. Exercise of Warrants.

            a. Upon  surrender  of this  Warrant  with the Form of  Election  to
Purchase  attached  hereto  duly  completed  and signed to the  Company,  at its
address set forth in Section 9, and upon  payment and  delivery of the  Exercise
Price per  Warrant  Share  multiplied  by the number of Warrant  Shares that the
Warrant  Holder  intends to purchase  hereunder,  in lawful  money of the United
States of America,  in cash or by certified or official bank check or checks, to
the Company,  all as specified by the Warrant  Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined  herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant  Holder and in
such  name  or  names  as the  Warrant  Holder  may  designate  (subject  to the
restrictions  on transfer  described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the  Warrant  Holder to receive  Warrant  Shares  shall be deemed to have become
holder of  record of such  Warrant  Shares  as of the Date of  Exercise  of this
Warrant.

            b. A "Date of  Exercise"  means the date on which the Company  shall
have  received (i) this Warrant (or any New Warrant,  as  applicable),  with the
Form of Election to Purchase  attached  hereto (or attached to such New Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number of  Warrant  Shares so  indicated  by the  Warrant  Holder to be
purchased.

            c. This Warrant  shall be  exercisable  at any time and from time to
time for such number of Warrant  Shares as is indicated in the attached  Form of


                                       3
<PAGE>


Election  To  Purchase.  If less  than all of the  Warrant  Shares  which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

            d.    (i) Notwithstanding anything contained herein to the contrary,
the  holder  of  this  Warrant  may,  at its  election  exercised  in  its  sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate  Exercise Price,  elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):

                          Net Number = (A x (B - C))/B

                  (ii) For purposes of the foregoing formula:

                        A= the total  number  shares with  respect to which this
                        Warrant is then being exercised.

                        B=  the  last   reported  sale  price  (as  reported  by
                        Bloomberg)  of  the  Common  Stock  on the  trading  day
                        immediately preceding the date of the Exercise Notice.

                        C= the Warrant Exercise Price then in effect at the time
                        of such exercise.

            e.  The  holder  of this  Warrant  agrees  not to  elect a  Cashless
Exercise for a period of six (6) months.  The holder of this Warrant also agrees
not to elect a Cashless  Exercise so long as there is an effective  registration
statement for the Warrant Shares.

      6. Maximum Exercise.  The Warrant Holder shall not be entitled to exercise
this Warrant on a Date of Exercise in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially  owned by the Warrant Holder and its affiliates on an
exercise  date,  and (ii) the number of shares of Common Stock issuable upon the
exercise  of this  Warrant  with  respect  to which  the  determination  of this
limitation is being made on an exercise  date,  which would result in beneficial
ownership  by the Warrant  Holder and its  affiliates  of more than 4.99% of the
outstanding  shares  of  Common  Stock on such  date.  For the  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Warrant
Holder  shall not be limited to  aggregate  exercises  which would result in the
issuance of more than 4.99%. The restriction  described in this paragraph may be
revoked upon  sixty-one  (61) days prior  notice from the Warrant  Holder to the
Company.  The  Warrant  Holder may  allocate  which of the equity of the Company


                                       4
<PAGE>


deemed  beneficially  owned by the Warrant Holder shall be included in the 4.99%
amount described above and which shall be allocated to the excess above 4.99%.

      7. Adjustment of Exercise Price and Number of Shares. The character of the
shares of stock or other  securities  at the time issuable upon exercise of this
Warrant and the Exercise  Price  therefore,  are subject to adjustment  upon the
occurrence  of  the  following  events,   and  all  such  adjustments  shall  be
cumulative:

            a. Adjustment for Stock Splits, Stock Dividends,  Recapitalizations,
Etc. The Exercise Price of this Warrant and the number of shares of Common Stock
or other  securities at the time issuable upon exercise of this Warrant shall be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
of shares,  reclassification,  recapitalization or other similar event affecting
the number of outstanding shares of stock or securities.

            b. Adjustment for  Reorganization,  Consolidation,  Merger,  Etc. In
case of any  consolidation  or  merger  of the  Company  with or into any  other
corporation,  entity or person, or any other corporate reorganization,  in which
the  Company  shall  not  be  the   continuing  or  surviving   entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to as a  "Reorganization"),  then,  in each  case,  the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such  Reorganization  (the "Effective Date"),  shall receive,  in lieu of the
shares of stock or other  securities  at any time  issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other  securities and property  (including cash) to which such holder would have
been entitled upon the Effective  Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

            c.  Certificate  as to  Adjustments.  In case of any  adjustment  or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate,  certified and confirmed by the Board
of Directors of the Company,  setting forth such adjustment or readjustment  and
showing  in  reasonable   detail  the  facts  upon  which  such   adjustment  or
readjustment is based.

            d. The Company fails to meet certain earnings per share projections.
In the event the Company earns between $0.0054 and $0.0033 per share (where such
earnings  in this  paragraph  shall  always be defined as  Earnings  before Tax,
Depreciation and Amortization  ("EBTDA") from recurring operations excluding any
one time expenses using a fully diluted shares  outstanding of 197,277,632  (the
per share EBTDA figure is subject to adjustment per any reduction or increase in
shares  outstanding at year end)),  the warrant  exercise price shall be reduced
proportionately  by 0% if the  earnings  are $0.0054 per share and by 40% if the
earnings  are  $0.0033 or less per share.  For  example,  if the  Company  earns
$0.0043 per share,  or 20% below  $0.0054 per share,  then the warrant  exercise
price  shall be reduced  by 20%.  Such  reduction  shall be made at the time the
December 31st,  2005  financial  results are reported and shall be made from the


                                       5
<PAGE>


starting exercise price of the warrants being the exercise price of the warrants
at that time,  and shall be  cumulative  upon any other  changes to the exercise
price of the warrant that may already have been made.

            e.  The  Company  sells,  grants  or  issues  any  shares,  options,
warrants, or any instrument  convertible into shares or equity in any form below
$0.06 per share.  In the event the Company  sells,  grants or issues any shares,
options,  warrants,  or any instrument  convertible into shares or equity in any
form  below  $0.06  per  share  the  warrant  exercise  price  shall be  reduced
proportionately. For example, if the Company sells, grants or issues any shares,
options,  warrants,  or any instrument  convertible into shares or equity in any
form at $0.048  per  share,  or 20%  below  $0.06 per  share,  then the  warrant
exercise price shall be reduced by 20%. Such reduction shall be made at the time
such  transaction is made, and shall be cumulative upon any other changes to the
exercise of the warrant that may already have been made.

      8. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares that shall be issuable  upon the exercise of this
Warrant  shall be  computed  on the basis of the  aggregate  number of  Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would,  except for the provisions of this Section 8, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

      9.  Sale  or  Merger  of the  Company.  In the  event  of a sale of all or
substantially all of the assets of the Company or the merger or consolidation of
the Company in a transaction  in which the Company is not the surviving  entity,
the 4.99%  restriction  will immediately be released and the Warrant Holder will
have the right to exercise the warrants concurrent with the sale.

      10.   Issuance  of  Substitute   Warrant.   In  the  event  of  a  merger,
consolidation,   recapitalization   or   reorganization  of  the  Company  or  a
reclassification  of Company shares of stock,  which results in an adjustment to
the  number  of  shares  subject  to this  Warrant  and/or  the  Exercise  Price
hereunder,  the  Company  agrees  to issue to the  Warrant  Holder a  substitute
Warrant  reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

      11. Notice.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  given  (i) on the  date  they are
delivered  if  delivered  in  person;  (ii) on the date  initially  received  if
delivered by facsimile  transmission  followed by registered  or certified  mail
confirmation;  (iii) on the date delivered by an overnight  courier service;  or
(iv) on the third  business  day after it is mailed by  registered  or certified
mail, return receipt requested with postage and other fees prepaid as follows:


                                       6
<PAGE>


                           If to the Company:

                           Speedemissions, Inc.
                           1134 Senoia Road, Suite B2
                           Tyrone, GA  30290
                           Facsimile (770) 486-6022
                           Attention: Richard A. Parlontieri

                           With a copy to:
                           --------------

                           The Lebrecht Group, APLC
                           22342 Avenida Empresa, Suite 220
                           Rancho Santa Margarita, CA  92688
                           Facsimile (949) 635-1244
                           Attn:  Brian A. Lebrecht, Esq.

                           If to the Warrant Holder:

                           Barron Partners LP
                           Barron Capital Advisors LLC,
                           Managing Partner
                           Attn: Andrew Barron Worden
                           730 Fifth Avenue, 9th Floor
                           New York NY 10019
                           Facsimile (646) 607-2223
                           tel 212-659-7790

      12. Miscellaneous.

            a. This Warrant  shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and permitted  assigns.  This
Warrant may be amended  only by a writing  signed by the Company and the Warrant
Holder.

            b. Nothing in this Warrant  shall be construed to give to any person
or  corporation  other  than the  Company  and the  Warrant  Holder any legal or
equitable  right,  remedy or cause of action  under this  Warrant;  this Warrant
shall be for the sole and  exclusive  benefit  of the  Company  and the  Warrant
Holder.

            c. This  Warrant  shall be governed  by,  construed  and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

            d. The headings herein are for convenience only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.


                                       7
<PAGE>


            e. In case any one or more of the  provisions  of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceablilty of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonably
substitute  therefore,  and upon so agreeing,  shall incorporate such substitute
provision in this Warrant.

            f. The Warrant  Holder shall not, by virtue  hereof,  be entitled to
any voting or other rights of a  shareholder  of the  Company,  either at law or
equity,  and the rights of the Warrant Holder are limited to those  expressed in
this Warrant.


                         [SIGNATURES ON FOLLOWING PAGE]


                                       8
<PAGE>


      IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be duly
executed by the authorized officer as of the date first above stated.


SPEEDEMISSIONS, INC., a Florida corporation



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


                                       9
<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant  Holder to exercise the right to purchase  shares
of Common Stock under the foregoing Warrant)


To:  SPEEDEMISSIONS, INC.:

In accordance with the Warrant  enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase  ______________  shares of
Common Stock ("Common  Stock"),  $0.001 par value, of  Speedemissions,  Inc. and
encloses  the warrant and $____ for each  Warrant  Share being  purchased  or an
aggregate of  $________________  in cash or certified or official  bank check or
checks,  which sum  represents  the aggregate  Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned  pursuant
to the Warrant.


The  undersigned  requests  that  certificates  for the  shares of Common  Stock
issuable upon this exercise be issued in the name of:

______________________________________________________________

______________________________________________________________

______________________________________________________________
(Please print name and address)


______________________________________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the  undersigned is entitled to purchase
in accordance with the enclosed  Warrant,  the  undersigned  requests that a New
Warrant (as defined in the Warrant)  evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

______________________________________________________________

______________________________________________________________

______________________________________________________________
(Please print name and address)

Dated:_____________________   Name of Warrant Holder:


                               (Print)__________________________________________

                               (By:)____________________________________________

                               (Name:)__________________________________________

                               (Title:)_________________________________________

                               Signature must conform in all respects to name of
                               Warrant Holder as specified on the face of the
                               Warrant


                                       10