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.

      


      SPEEDEMISSIONS,
        INC.

      


      COMMON
        STOCK PURCHASE WARRANT

      


      
        	
                Number
                  of Shares: 16,000,000

              	
                Holder:
                  GCA Strategic Investment

              
	 	
                Fund
                  Limited

              
	
                Original
                  Issue Date: October 14, 2005

              	
                c/o
                  Prime Management Ltd

              
	 	
                Mechanics
                  Building

              
	 	 
	
                Expiration
                  Date: October 14, 2010

              	
                12
                  Church Street

              
	 	
                Hamilton,
                  Bermuda HM 11

              
	
                Exercise
                  Price per Share: $0.12

              	
                tel
                  (678) 947-0028

              
	 	
                fax
                  (678) 947-6499

              
	 	 


      

      Speedemissions,
        Inc., a company organized and existing under the laws of the State of Florida
        (the “Company”),
        hereby certifies that, for value received, GCA
        STRATEGIC INVESTMENT FUND LIMITED,
        or its
        registered assigns (the “Warrant
        Holder”),
        is
        entitled, subject to the terms set forth below, to purchase from the Company
        up
        to Sixteen Million (16,000,000) 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 Twelve Cents ($0.12) 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 October 14, 2010 (or eighteen months
        of 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.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      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.

       

      
        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 11 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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        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
        11, 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 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.

      


      6. Intentionally
        Left Blank.

      


      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.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      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.

      


      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. Intentionally
        Left Blank.

      


      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:

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          	 	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: 
	 	 
	 	GCA Strategic Investment Fund
                  Limited 
	 	Mechanics Building 
	 	12 Church Street 
	 	Hamilton, Bermuda HM 11 
	 	Facsimile (678) 947-6499 
	 	Tel (678) 947-0028 
	 	 
	 	With
                  a copy to: 
	 	 
	 	Global Capital Advisors,
                  LLC 
	 	227 King Street 
	 	Frederjksted, VI 00841 
	 	Facsimile (340) 719-3974 
	 	Attention: Lewis N. Lester 
	 	 


        

      

       

      
        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.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      c. This
        Warrant shall be governed by, construed and enforced in accordance with the
        internal laws of the State of Georgia 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.

      


      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.

       

      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	 	 	 


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      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

                


        

        


        
          
            
            

          

          7