AMENDMENT
                                       TO
                       PREFERRED STOCK PURCHASE AGREEMENT

      THIS AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT  ("Amendment") by
and between Speedemissions, Inc., a Florida corporation ("Speedemissions"),  and
Barron Partners, LP, a Delaware limited partnership ("Barron"), originally dated
June 30, 2005,  is made and entered  into this 4th day of August 2005,  based on
the terms and conditions set forth herein.

                                    Premises

      Barron  and  Speedemissions   entered  into  a  Preferred  Stock  Purchase
Agreement on June 30, 2005 (the  "Agreement").  The parties have agreed to amend
the  Agreement  by changing  the  conversion  price per share,  eliminating  the
conversion  price  adjustment  stated in Exhibit E, and increasing the number of
warrants issued to Barron.

                                    Agreement

      Based on the  foregoing  premises  which are  incorporated  herein by this
reference  and other good and  valuable  consideration  the  receipt of which is
hereby  acknowledged  and the mutual  covenants and conditions set forth herein,
the parties agree as follows:

      1)  Amendment:  Section  1.3.14 is hereby  amended and restated to read as
follows:

1.3.14  "Purchase  Price" means the Six Million Four Hundred and Twenty Thousand
Dollars  ($6,420,000.00)  paid by the Investor to the Company for the  Preferred
Stock and the  Warrants,  plus an  additional  One Hundred  Ninety Five Thousand
Dollars ($195,000.00) paid by the Investor to the Company upon execution of this
Amendment.

      2)  Amendment:  Section 2.1 (b) is hereby  amended and restated to read as
follows:

2.1 (b) The  Preferred  Stock  shall  be  convertible  by the  Investor  into an
aggregate  total of One Hundred  Eighty  Nine  Million  (189,000,000)  shares of
Common Stock (the "Conversion  Shares");  provided,  however,  that the Investor
shall not be entitled to convert the Preferred Stock into shares of Common Stock
that would result in beneficial  ownership by the Investor and its affiliates of
more than 4.9% of the then outstanding  number of 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.

      3)  Amendment:  Section 2.1 (c) is hereby  amended and restated to read as
follows:

2.1 (c) Upon execution and delivery of this Agreement and the Company's receipt
of the Purchase Price from the Escrow Agent pursuant to the terms of the Escrow
Agreement, the Company shall issue to the Investor the three Warrants to
purchase an aggregate of Eighty Six Million Four Hundred Forty Eight Thousand
Three Hundred Sixty Four (86,448,364) shares of Common Stock at exercise prices
as stated in the Warrants, all pursuant to the terms and conditions of the form
of Warrants attached hereto as Exhibit C; provided, however, that the Investor
shall not be entitled to exercise the Warrants and receive shares of Common
Stock that would result in beneficial ownership by the Investor and its
affiliates of more than 4.9% of the then outstanding number of 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.

      4) Amendment. Section 3.2 (d) is hereby deleted in its entirety.


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<PAGE>


      5)  Amendment.  Section  6.2 is hereby  amended  and  restated  to read as
follows:

6.2  Reservation  Of Common Stock.  As of the date hereof,  the Company does not
have  sufficient  authorized  but  unissued  Common Stock to issue the shares of
Common Stock underlying the Preferred Stock and Warrants.  However, within Sixty
(60) days of the Closing,  the Company will amend its Articles of  Incorporation
to  increase  the   authorized   common  stock  to  Two  Hundred  Fifty  Million
(250,000,000)  Shares, and within Two Hundred Ten (210) days of the Closing, the
Company will amend its Articles of  Incorporation  so that there are  sufficient
authorized  shares for the conversion of the Preferred Stock and the exercise of
the Warrants, and thereafter will reserve and shall continue to reserve and keep
available at all times,  free of preemptive  rights,  shares of Common Stock for
the  purpose  of  enabling  the  Company  to issue the  shares  of Common  Stock
underlying the Preferred Stock and Warrants.

      6) Amendment.  Schedule A to the Agreement is hereby  amended and restated
to read as follows:


                                                               NUMBER OF SHARES
                                                               OF COMMON STOCK
                                        AMOUNT OF           INTO WHICH PREFERRED
NAME AND ADDRESS                       INVESTMENT           STOCK IS CONVERTIBLE
---------------------------           ------------          --------------------
Barron Partners LP
730 Fifth Avenue, 9th Floor
New York, New York 10019               $6,615,000                 189,000,000
Attn: Andrew Barron Worden


                         [SIGNATURES ON FOLLOWING PAGE]


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<PAGE>


Dated the year and date first above written.


  Speedemissions, Inc.                     Barron Partners, LP
  a Florida corporation                    a Delaware Limited Partnership


  By: /s/  Richard A. Parlontieri       By: /s/  Andrew Barron Worden
     ---------------------------------     ------------------------------------
     Rich Parlontieri, President            Andrew Barron Worden, President


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