Exhibit 4.2

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.

(Pursuant to Section 607.0602 of the Florida Business Corporation Act) The undersigned, Richard A. Parlontieri, does hereby certify that:

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

Series B2.Pursuant to the Unanimous Written Consent of the Board of Directors of the Corporation dated June 30, 2005
and 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 duly adopted the following resolutions:

WHEREAS,
the Certificate of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the "Preferred Class"),
comprising Five Million (5,000,000) shares and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting
rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class;

WHEREAS,
the Board of Directors has previously designated a class of stock as the Series A Convertible Preferred Stock, consisting of 3,500 shares, and there are no other classes
or series of Preferred Stock designated;

WHEREAS,
the Board of Directors believes it in the best interests of the Corporation to create a series of preferred stock consisting of Three Million (3,000,000) shares and designated
as the "Series B Preferred Stock" having certain rights, preferences, privileges, restrictions and other matters relating to the Series B Preferred Stock.

NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the
Series B Preferred Stock as follows:

TERMS OF PREFERRED STOCK

Section 1.Definitions.Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement (as defined below) shall have the meanings given such terms in the Purchase Agreement. For the purposes hereof, the following terms shall have the following meanings:



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Section 2.Designation, Amount and Par Value.The series of preferred stock shall be designated as the
Corporation's Series B Convertible Preferred Stock (the "Series B Preferred Stock" or "Preferred Stock") and the number of shares so
designated shall be (which shall not be subject to increase without the consent of all of the holders of the Series B Preferred Stock (each a
"Holder" and collectively, the "Holders")). Each share of Series B Preferred Stock shall have a
par value of $0.001 per share. Capitalized terms not otherwise defined herein shall have the meaning given such terms in Section 1 hereof.

Section 3.Dividends and Other Distributions.No dividends shall be payable with respect to the
Series B Preferred Stock. No dividends shall be payable with respect to the Common Stock while the Series B Preferred Stock is outstanding.

Section 4.Voting Rights.The Series B Preferred Stock shall have no voting rights. However, so
long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative approval of the Holders of the shares of the Series B Preferred Stock
then outstanding, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation,
(b) authorize or create any class of stock ranking as to dividends or distribution of assets upon a Liquidation (as defined in Section 5) senior to or otherwise pari passuwith the
Series B Preferred Stock, or any of preferred stock possessing greater voting rights or the right to convert at a more
favorable price than the Series B Preferred Stock, (c) amend its certificate or articles of incorporation or other charter documents in breach of any of the provisions hereof,
(d) increase the authorized number of shares of Series B Preferred Stock, or (e) enter into any agreement with respect to the foregoing.

Section 5.Liquidation.Upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary (a "Liquidation"), the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets
are capital or surplus, for each share of Series B Preferred Stock an amount equal to $2.568 (the "Liquidation Value") before any distribution or
payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the
Holders shall be distributed among the Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. At the election
of a Holder made by written notice delivered to the Corporation prior to the effective date of the subject transaction, as to the shares of Series B Preferred Stock held by such Holder, a
Fundamental Transaction or Change of Control Transaction shall not be treated as a Liquidation.

Section 6.Conversion.



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Section 7.Certain Adjustments.



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Section 8.Miscellaneous.



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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 a 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.

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ANNEX A

NOTICE
OF CONVERSION

(To
be Executed by the Registered Holder in order to Convert Shares of SERIES B Preferred Stock)

The
undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock indicated below, into shares of common stock, par value $0.001 per share (the
"Common Stock"), of Speedemissions, Inc., a Florida corporation (the "Corporation"), according to
the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto
and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such
transfer taxes, if any.

Conversion
calculations:



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