THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
      STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE,
      RULE
      701 OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO
      THE
      DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION
      SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
      AVAILABLE.

    


    WARRANT

    


    Speedemissions,
      Inc.

    


    (Incorporated
      under the laws of the State of Florida)

    


    


    THIS
      IS
      TO CERTIFY that, for value received, and in accordance with the vesting schedule
      listed in Section 1, below, _________________________ (the “Holder”) is
      entitled, subject to the terms and conditions set forth herein, to purchase
      from
      Speedemissions, Inc. (the “Company”) up to ___________________ fully paid and
      nonassessable shares of common stock of the Company (the “Warrant Securities”)
      at the initial price of $0.20 per share but subject to adjustment as provided
      in
      Section 5 below, (the “Exercise Price”), upon payment by cashier’s check or wire
      transfer of the Exercise Price for such shares of the Common Stock to the
      Company at the Company’s offices.

    


    1. Vesting
      Schedule.
      The
      option to purchase the shares of Common Stock listed above will vest
      immediately.

    


    2. Exercisability.
      This
      Warrant may be exercised in whole or in part at any time, or from time to time,
      between the date hereof and 5:00 p.m. Eastern Standard Time on August 11, 2008,
      by presentation and surrender hereof to the Company of a notice of election
      to
      purchase duly executed and accompanied by payment by check or wire transfer
      of
      the Exercise Price.

    


    The
      Company can force the Holder to exercise this Warrant and acquire the Warrant
      Securities at the Exercise Price, subject to the limitations set forth in
      Section 3 below, on fifeteen (15) business days notice (the “Forced Conversion
      Notice”), beginning on the date after which the closing price of the Company’s
      common stock exceeds Forty Cents ($0.40) for ten (10) consecutive trading days,
      and continuing for so long as the closing price remains above Forty Cents
      ($0.40) (the “Forced Warrant Exercise Event”). The
      closing price for the Company's common stock need not remain in excess of Forty
      Cents ($0.40) once the initial Forced Conversion Notice has been
      given.  In the event Holder fails or otherwise refuses to exercise
      this Warrant upon the occurrence of a Forced Warrant Exercise Event, then the
      Company shall have the option, in its sole discretion upon written notice to
      the
      Holder, to cancel this Warrant immediately.


    
      
         

      

      
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    3. Maximum
      Exercise.
      The
      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 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 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 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
      Holder to the Company. The Holder may allocate which of the equity of the
      Company deemed beneficially owned by the Holder shall be included in the 4.99%
      amount described above and which shall be allocated to the excess above
      4.99%.

    


    4. Manner
      of Exercise.
      In case
      of the purchase of less than all the Warrant Securities, the Company shall
      cancel this Warrant upon the surrender hereof and shall execute and deliver
      a
      new warrant of like tenor for the balance of the Warrant Securities. Upon the
      exercise of this Warrant, the issuance of certificates for securities,
      properties or rights underlying this Warrant shall be made forthwith (and in
      any
      event within three (3) business days thereafter) without charge to the Holder
      including, without limitation, any tax that may be payable in respect of the
      issuance thereof; provided, however, that the Company shall not be required
      to
      pay any tax in respect of income or capital gain of the Holder.

    


    If
      and to
      the extent this Warrant is exercised, in whole or in part, the Holder shall
      be
      entitled to receive a certificate or certificates representing the Warrant
      Securities so purchased, upon presentation and surrender to the Company of
      the
      form of election to purchase attached hereto duly executed, and accompanied
      by
      payment of the purchase price.

    


    5. Adjustment
      in Number of Shares.

    


    a. Adjustment
      for Reclassifications.
      In case
      at any time or from time to time after the issue date the holders of the Common
      Stock of the Company (or any shares of stock or other securities at the time
      receivable upon the exercise of this Warrant) shall have received, or, on or
      after the record date fixed for the determination of eligible stockholders,
      shall have become entitled to receive, without payment therefore, other or
      additional stock or other securities or property (including cash) by way of
      stock split, spin-off, reclassification, combination of shares or similar
      corporate rearrangement (exclusive of any stock dividend of its or any
      subsidiary’s capital stock), then and in each such case the Holder of this
      Warrant, upon the exercise hereof as provided in Section 1, shall be entitled
      to
      receive the amount of stock and other securities and property which such Holder
      would hold on the date of such exercise if on the issue date he had been the
      holder of record of the number of shares of Common Stock of the Company called
      for on the face of this Warrant and had thereafter, during the period from
      the
      issue date, to and including the date of such exercise, retained such shares
      and/or all other or additional stock and other securities and property
      receivable by him as aforesaid during such period, giving effect to all
      adjustments called for during such period. In the event of any such adjustment,
      the Exercise Price shall be adjusted proportionally.


    
      
         

      

      
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    b. Adjustment
      for Reorganization, Consolidation, Merger.
      In case
      of any reorganization of the Company (or any other corporation the stock or
      other securities of which are at the time receivable on the exercise of this
      Warrant) after the issue date, or in case, after such date, the Company (or
      any
      such other corporation) shall consolidate with or merge into another corporation
      or convey all or substantially all of its assets to another corporation, then
      and in each such case the Holder of this Warrant, upon the exercise hereof
      as
      provided in Section 1 at any time after the consummation of such reorganization,
      consolidation, merger or conveyance, shall be entitled to receive, in lieu
      of
      the stock or other securities or property to which such Holder would be entitled
      had the Holder exercised this Warrant immediately prior thereto, all subject
      to
      further adjustment as provided herein; in each such case, the terms of this
      Warrant shall be applicable to the shares of stock or other securities or
      property receivable upon the exercise of this Warrant after such
      consummation.

    


    6. No
      Requirement to Exercise.
      Except
      as provided in Section 2 hereof, nothing contained in this Warrant shall be
      construed as requiring the Holder to exercise this Warrant prior to or in
      connection with the effectiveness of a registration statement.

    


    7. No
      Stockholder Rights.
      Unless
      and until this Warrant is exercised, this Warrant shall not entitle the Holder
      hereof to any voting rights or other rights as a stockholder of the Company,
      or
      to any other rights whatsoever except the rights herein expressed, and, no
      dividends shall be payable or accrue in respect of this Warrant.

    


    8. Exchange.
      This
      Warrant is exchangeable upon the surrender hereof by the Holder to the Company
      for new warrants of like tenor representing in the aggregate the right to
      purchase the number of Warrant Securities purchasable hereunder, each of such
      new warrants to represent the right to purchase such number of Warrant
      Securities as shall be designated by the Holder at the time of such
      surrender.

    


    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant, and, in case of loss, theft
      or
      destruction, of indemnity or security reasonably satisfactory to it and
      reimbursement to the company of all reasonable expenses incidental thereto,
      and
      upon surrender and cancellation hereof, if mutilated, the Company will make
      and
      deliver a new warrant of like tenor and amount, in lieu hereof.

    


    9. Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      securities upon the exercise of this Warrant, nor shall it be required to issue
      scrip or pay cash in lieu of fractional interests. All fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      securities, properties or rights receivable upon exercise of this
      Warrant.


    
      
         

      

      
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    10. Reservation
      of Securities.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock or other securities, solely for the purpose of issuance
      upon the exercise of this Warrant, such number of shares of Common Stock or
      other securities, properties or rights as shall be issuable upon the exercise
      hereof. The Company covenants and agrees that, upon exercise of this Warrant,
      all shares of Common Stock and other securities issuable upon such exercise
      shall be duly and validly issued, fully paid, non-assessable and not subject
      to
      the preemptive rights of any stockholder.

    


    11. Notices
      to Holder.
      If at
      any time prior to the expiration of this Warrant or its exercise, any of the
      following events shall occur:

    


    (a) the
      Company shall take a record of the holders of any class of its securities for
      the purpose of entitling them to receive a dividend or distribution payable
      otherwise than in cash, or a cash dividend or distribution payable otherwise
      than out of current or retained earnings, as indicated by the accounting
      treatment of such dividend or distribution on the books of the Company; or
      

    


    (b)
       the
      Company shall offer to all the holders of a class of its securities any
      additional shares of capital stock of the Company or securities convertible
      into
      or exchangeable for shares of capital stock of the Company, or any option or
      warrant to subscribe therefor; or

    


    (c)
       a
      dissolution, liquidation or winding up of the Company (other than in connection
      with a consolidation or merger) or a sale of all or substantially all of its
      property, assets and business as an entirety shall be proposed.

    


    then,
      in
      any one or more said events, the Company shall give written notice of such
      event
      to the Holder at least fifteen (15) days prior to the date fixed as a record
      date or the date of closing the transfer books for the determination of the
      stockholder entitled to such dividend, distribution, convertible or exchangeable
      securities or subscription rights, or entitled to vote on such proposed
      dissolution, liquidation, winding up or sale. Such notice shall specify such
      record date or the date of closing the transfer books, as the case may
      be.

    


    12. Transferability.
      This
      Warrant may not be transferred or assigned by the Holder without first obtaining
      the prior written approval by the Company.

    


    13. Informational
      Requirements.
      The
      Company will transmit to the Holder such information, documents and reports
      as
      are generally distributed to stockholders of the Company concurrently with
      the
      distribution thereof to such stockholders.

    


    14. Notice.
      Notices
      to be given to the Company or the Holder shall be deemed to have been
      sufficiently given if delivered personally or sent by overnight courier or
      messenger, or by facsimile transmission. Notices shall be deemed to have been
      received on the date of personal delivery or facsimile transmission. The address
      of the Company and of the Holder shall be as set forth in the Company’s books
      and records.


    
      
         

      

      
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    15. Consent
      to Jurisdiction and Service.
      The
      Company consents to the jurisdiction of any court of the State of Georgia,
      and
      of any federal court located in Georgia, in any action or proceeding arising
      out
      of or in connection with this Warrant. The Company waives personal service
      of
      any summons, complaint or other process in connection with any such action
      or
      proceeding and agrees that service thereof may be made, by certified mail
      directed to the Company at the location provided in Section 14 hereof, or,
      in
      the alternative, in any other form or manner permitted by law. Cobb County,
      Georgia shall be proper venue.

    16. Registration
      Rights.

    


    a. If
      at any
      time the Company shall determine to register any of its securities under the
      Securities Act either for its own account or the account of a security holder
      or
      holders, other than a registration relating solely to employee benefit plans,
      then Company will:

     

    (A)  promptly
      give to the Holder a written notice thereof; and

     

    (B)  include
      in such registration (and any related qualification under blue sky laws or
      other
      compliance), except as set forth in Section l6(b) below, and in any underwriting
      involved therein, all of the Warrant Securities specified in a written request
      or requests made by Holder and received by the Company within ten (10) days
      after the written notice from the Company described in clause (A) above is
      mailed or delivered by the Company. Such written request may specify all or
      a
      part of the Warrant Shares.

     

    b.  If
      the
      registration of which the Company gives notice to Holder is for a registered
      public offering involving an underwriting, the Company shall so advise Holder
      as
      a part of the written notice given pursuant to Section 16(a)(A). In such event,
      the right of Holder to registration pursuant to Section 16(a) shall be
      conditioned upon Holder’s participation in the inclusion of all or any part of
      the Warrant Securities specified in Holder’s notice in the underwriting to the
      extent provided herein. Holder shall (together with the Company and the other
      holders of securities of the Company who have registration rights to participate
      therein distributing their shares in such underwriting) enter into an
      underwriting agreement in customary form the representative of the underwriter
      or underwrites selected by the Company.

     

    Notwithstanding
      any other provision of Sections 16(a) or (b), if the representative of the
      underwriters advises the Company in writing that marketing factors require
      a
      limitation on the number of shares to be underwritten, the representative may
      (subject to the limitations set forth below) exclude all of the Warrant
      Securities from, or limit the number of Warrant Securities to be included in,
      the registration and underwriting. The Company shall so advise Holder and other
      holders of securities requesting registration, and the number of shares that
      are
      entitled to be included in the registration and underwriting shall be allocated
      first to the Company for securities being sold for its account and thereafter
      the number of shares that are entitled to be included in the registration shall
      be allocated among Holder and other holders requesting inclusion of shares
      on a
      pro rata basis. If Holder and any person does not agree to the terms of any
      such
      underwriting, Holder and any other such person shall be excluded therefrom
      by
      written notice from the Company or the underwriter. Any Warrant Securities
      or
      other securities excluded or withdrawn from such underwriting shall also be
      withdrawn from such registration.

     


    
      
         

      

      
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    c.  As
      used
      herein, “Registration Expenses” shall mean all expenses incurred by the Company
      in complying with this Section 16, including, without limitation, all
      registration, qualification and filing fees; printing expenses; fees and
      disbursements of counsel for the Company (and the fees and disbursements of
      counsel for the Company in its capacity as counsel to Holder and other holders
      hereunder; if Company counsel does not make itself available for this purpose,
      the Company will pay the reasonable fees and disbursements of one counsel for
      Holder and other holders as mutually agreed upon by all such holders) and of
      the
      Company’s independent accounting firm; blue sky fees and expenses; and the
      expense of any special audits incident to or required by any such registration
      (but excluding the compensation of regular employees of the Company which shall
      be paid in any event by the Company). All Registration Expenses in connection
      with any registration pursuant to this Section 16 hereof shall be borne by
      the
      Company.

     

    d.  The
      rights conferred upon Holder under this Section 16 may be assigned by Holder
      to
      any permitted transferee of the Warrant Securities.

     

    17. Successors;
      Assignment.
      All the
      covenants and provisions of this Warrant shall be binding upon and inure to
      the
      benefit of the Company, the Holder and their respective legal representatives,
      successors and assigns. This Warrant may not be assigned by the Holder without
      the written consent of the Company.

    


    18. Attorneys
      Fees.
      In the
      event the Holder shall refer this Warrant to an attorney to enforce the terms
      hereof, the Company agrees to pay all the costs and expenses incurred in
      attempting or effecting collection hereunder, including reasonable attorney's
      fees, whether or not suit is instituted.

    


    19. Governing
      Law.
      THIS
      WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE
      STATE
      OF GEORGIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF
      LAW.

    


    [signature
      page to follow]

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
      signature of its President and to be delivered in Tyrone, Georgia.

    


    
      	 	 	 	 
	Dated: August
              11, 2005	 	 	Speedemissions, Inc.,
	 	 	 	a Florida corporation
	 	 	 	 
	 	 	 	 
	
            	 	 	
              
By: Richard
              A. Parlontieri
	 	 	 	Its: President


    

     

      




    
      
         

      

      
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    [FORM
      OF
      ELECTION TO PURCHASE]

    


    


    The
      undersigned, the holder of the attached Warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by this Warrant Certificate for, and
      to
      purchase securities of Speedemissions, Inc. and herewith makes payment of
      $______ therefor, and requests that the certificates for such securities be
      issued in the name of, and delivered to _______________________, whose address
      is _________________________________________.

    


    


    
      


      
        	 	 	 	 
	Dated: ____________________,
                20___	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              	 	 	
                
By:
	 	 	 	
                
                  

                

              


      

       

        


    

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant Certificate)   

    


     

      
        

      

    

    (Insert
      Social Security or Other

    Identifying
      Number of Holder)

    


    
      
         

      

      
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