Unassociated Document


    
      SETTLEMENT
        AGREEMENT

      AND
        GENERAL RELEASE

      


      This
        Settlement Agreement and General Release (“Agreement”) is entered into effective
        this 14th day of October, 2005, by and between Global Capital Funding Group,
        LP,
        a Delaware limited partnership (“GCFG”), GCA Strategic Investment Fund Limited
        (“GCA”), Barron Partners, LP, a Delaware limited partnership (“Barron”), and
        Speedemissions, Inc., a Florida corporation (the “Company”). GCFG, GCA, Barron,
        and the Company shall each be referred to as a “Party” and collectively as the
“Parties.”

      


      RECITALS

      


      WHEREAS,
        GCFG is the holder and/or beneficial owner of that certain Speedemissions,
        Inc.
        Secured Promissory Note dated December 30, 2004, in the principal amount
        of
        $1,285,000 and in the name of State Inspections of Texas, Inc. (the “GCFG
        Note”); 

      


      WHEREAS,
        GCA is the current owner of the following: i) 2,500 shares of the Company’s
        Series A Preferred Stock (the “Series A Preferred Stock”), ii) a warrant to
        purchase 2,500,000 shares of the Company’s common stock dated January 26, 2005
        (the “Existing Warrant”), and iii) three Speedemissions, Inc. promissory notes,
        as follows: (a) a $350,000 principal amount promissory note dated
        January
        26, 2005 (the “$350,000 Note”), (b) a $300,000 principal amount promissory note
        dated August 2, 2001 (the “$300,000 Note”), and (c) a $110,000 principal amount
        promissory note dated August 7, 2004 (the “$110,000 Note”);

       

      WHEREAS,
        on or about June 30, 2005, pursuant to a Preferred Stock Purchase Agreement
        between Barron and the Company (the “Stock Purchase Agreement”) Barron purchased
        2,500,000 shares of the Company’s Series B Convertible Preferred Stock (the
“Series B Preferred Stock”);

      


      WHEREAS,
        after Barron’s purchase of the Series B Preferred Stock, a dispute arose between
        the Parties as to whether the convertibility terms of the Series B Preferred
        Stock altered the convertibility terms of the Series A Preferred Stock, and
        whether any of the Parties were put on notice regarding the possible change
        in
        the convertibility terms of the Series A Preferred Stock (the
“Dispute”);

       

      NOW,
        THEREFORE, for good and adequate consideration, the receipt of which is hereby
        acknowledged, without admitting or denying any wrongdoing by any Party hereto,
        the Parties wish to resolve the Dispute in full and therefore, covenant,
        promise
        and agree as follows:

       

      
        
          
          

        

        
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      AGREEMENT

      


      1. Consideration
        of GCFG.
        As its
        consideration under this Agreement, in full settlement of the Dispute, and
        in
        exchange for the other Parties’ consideration as set forth herein, upon the
        issuance of the GCFG Stock (as defined below), GCFG agrees that all outstanding
        amounts (principal and interest) that are due and owing to GCFG from the
        Company
        under the GCFG Note will be converted into the stock and warrants listed
        in
        Section 4(a), below, and that all amounts due under the GCFG Note will be
        considered satisfied in their entirety. GCFG further agrees to forgo and
        extinguish any and all interest payments due to GCFG under the GCFG Note.
        As of
        October 14, 2005, the Parties agree GCFG is owed a total of $1,409,288.25
        ($1,285,000 in principal and $124,288.25 in interest) under the GCFG Note.
        The
        form of the notice of conversion for the GCFG Note is attached hereto as
        Exhibit
        A
        (the
“GCFG Note Notice of Conversion”).

      


      2. Consideration
        of GCA.
        As its
        consideration under this Agreement, in full settlement of the Dispute, and
        in
        exchange for the other Parties’ consideration as set forth herein, upon the
        issuance of the GCA Stock (as defined below), GCA agrees that all outstanding
        amounts that are due and owing to GCA from the Company under the following
        promissory notes will be converted into the stock and warrants listed in
        Section
        4(b), below, and that all amounts due under the respective notes will be
        considered satisfied in their entirety: 

      


      a. $350,000
        Note.
        As of
        October 14, 2005, the Parties agree GCA is owed a total of $369,133.88 ($350,000
        in principal and $19,133.88 in interest) under the $350,000 Note. The form
        of
        the notice of conversion for the $350,000 Note is attached hereto as
Exhibit
        B
        (the
“$350,000 Note Notice of Conversion”).

      


      b. $300,000
        Note.
        As of
        October 14, 2005, the Parties agree GCA is owed a total of $425,416.45 ($300,000
        in principal and $125,416.45 in interest) under the $300,000 Note. The form
        of
        the notice of conversion for the $300,000 Note is attached hereto as
Exhibit
        C
        (the
“$300,000 Note Notice of Conversion”).

      


      c. $110,000
        Note.
        As of
        October 14, 2005, the Parties agree GCA is owed a total of $126,154.37 ($110,000
        in principal and $16,154.37 in interest) under the $100,000 Note. The form
        of
        the notice of conversion for the $110,000 Note is attached hereto as
Exhibit
        D
        (the
“$110,000 Note Notice of Conversion”).

      


      GCA
        further agrees: i) to extinguish any and all security interests, whether
        or not
        they have been perfected, that relate to the above promissory notes; ii)
        to the
        changes in the rights and preferences of the Series A Preferred Stock, including
        a new conversion price of $0.12 per share and no dividend rights, as set
        forth
        in the Amended Certificate of Designation for the Series A Preferred Stock
        (the
“Amended Certificate of Designation”), a copy of which is attached hereto as
Exhibit
        E;
        iii)
        that the issuance of the Series B Preferred Stock does not violate any rights
        and preferences of the Series A Preferred Stock; and iv) to surrender the
        Existing Warrant in exchange for the Amended Warrant, (as defined
        below).

       

      
        
          
          

        

        
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      3. Consideration
        of Barron.
        As its
        consideration under this Agreement, in full settlement of the Dispute, and
        in
        exchange for the other Parties’ consideration as set forth herein, Barron
        agrees, as the holder of the Series B Preferred Stock, to the changed terms
        of
        the Series A Preferred Stock as set forth in the Amended Certificate of
        Designation, and that the issuance of the GCFG Shares and the GCA Shares
        will
        not violate the terms of the Stock Purchase Agreement or other Series B
        Preferred Stock rights.

      


      4. Consideration
        of the Company.
        As its
        consideration under this Agreement, in full settlement of the Dispute, and
        in
        exchange for the other Parties’ consideration as set forth herein, the Company
        agrees to the following:

      


      a. Consideration
        to GCFG.
        In
        exchange for GCFG agreeing to convert all amounts due and owing under the
        GCFG
        Note, the Company will issue GCFC 1,409 shares of Series A Preferred Stock
        with
        the rights and preferences outlined the Amended Certificate of Designation,
        and
        a warrant to purchase 24,000,000 shares of the Company’s common stock at an
        exercise price of $0.12 per share, as set forth in the warrant attached hereto
        as Exhibit
        F
        (the
“GCFG Warrant”).

      


      b. Consideration
        to GCA.
        In
        exchange for GCA agreeing to the amended rights and preferences of the Series
        A
        Preferred Stock as set forth in the Amended Certificate of Designation, and
        to
        convert all amounts due and owing under the $350,000 Note, the $300,000 Note
        and
        the $110,000 Note, the Company will: i) issue GCA 1,224 shares of Series
        A
        Preferred Stock with the rights and preferences outlined in the Amended
        Certificate of Designation, ii) issue a warrant to purchase 16,000,000 shares
        of
        the Company’s common stock with an exercise price of $0.12 per share, as set
        forth in the warrant attached hereto as Exhibit
        G
        (the
“GCA Warrant”); and iii) amend the terms of the Existing Warrant to change the
        exercise price from $0.24 per share to $0.12 per share, as set forth in the
        warrant attached hereto as Exhibit
        H
        (the
“Amended Warrant”).

      


      c. Consideration
        to Barron.
        In
        exchange for Barron agreeing to the issuance of the GCA Stock, the GCA Warrant,
        the GCFG Stock and the GCFG Warrant, and to the amended rights and preferences
        of the Series A Preferred Stock as set forth in the Certificate of Designation,
        the Company will issue Barron a warrant to purchase 40,000,000 shares of
        the
        Company’s common stock as set forth in the warrant attached hereto as
Exhibit
        I
        (the
“Barron Warrant”).

      


      d. Registration.
        The
        Company shall, immediately upon execution of this Agreement, undertake to
        include the shares of common stock underlying the exercise of the GCFG Warrant,
        GCA Warrant, and the Barron Warrant, and underlying the conversion of the
        Series
        A Preferred Stock, and will reasonably pursue effectiveness of the registration
        statement as set forth in the Registration Rights Agreements entered into
        with
        GCFG and GCA as of the date hereof.

      


      
        
          
          

        

        
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      5. General
        Release.
        Effective on the date hereof, the Parties and their respective agents,
        affiliates, divisions, predecessors, successors and assigns, hereby release
        the
        other Parties, and each and all of their present and former agents, officers,
        directors, attorneys, and employees, from and against any and all claims,
        agreements, contracts, covenants, representations, obligations, losses,
        liabilities, demands and causes of action which it may now or hereafter have
        or
        claim to have against that Party, as a result of the Dispute. This release
        of
        claims and defenses shall not alter the prospective duties between the Parties
        under this Agreement.

      


      6. Acknowledgment
        of Effect of Release.
        The
        Parties acknowledge and agree that this release applies to all claims that
        one
        Party may have against another Party arising out of, or pertaining to, the
        Dispute, including, but not limited to, causes of action, injuries, damages,
        claims for costs or losses to a Party’s person and property, real or personal,
        whether those injuries, damages, or losses are known or unknown, foreseen
        or
        unforeseen, or patent or latent. The Parties agree not to file any complaints,
        causes of action, or grievances with any governmental, state or county entity
        against the other Party arising out of, or pertaining to the
        Dispute.

       

      7.
Representations
        and Warranties of GCFG.

       

      (a) GCFG
        is a
        limited partnership duly organized, validly existing and in good standing
        under
        the laws of the State of Delaware. GCFG has all requisite power and authority
        to
        carry out the provisions of this Agreement.

      


      (b) All
        actions on the part of GCFG, its partners and officers, necessary for the
        authorization of this Agreement, the performance of all obligations of GCFG
        hereunder, and the authorization to extinguish the GCFG Note, as set forth
        herein, have been taken. The Agreement, when executed and delivered, will
        create
        valid and binding obligations of GCFG enforceable in accordance with their
        terms, except (a) as limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other laws of general application affecting
        enforcement of creditors’ rights, and (b) general principles of equity that
        restrict the availability of equitable remedies. 

      


      (c) GCFG
        acknowledges and represents that
        in
        executing this Agreement, it has not relied on any inducements, promises,
        or
        representations made by any Party or any party representing or serving such
        Party, unless expressly set forth herein.

      


      (d) GCFG
        acknowledges that it is the beneficial owner of the GCFG Note and has the
        sole
        authority to make decisions regarding the GCFG Note.

       

      
        
          
          

        

        
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        8.
          Representations and Warranties of GCA.

         

      

      (a) GCA
        is a
        corporation duly organized, validly existing, and in good standing under
        the
        laws of Bermuda. GCA has all requisite power and authority to enter into
        and
        carry out the provisions of this Agreement.

      


      (b) All
        action on the part of GCA, its partners and officers, necessary for the
        authorization of this Agreement, the performance of all GCA’s obligations under
        this Agreement, and the authorization to allow the amendments to the rights
        and
        preferences to the Series A Preferred Stock contained in the Amended Certificate
        of Designation and to extinguish the $350,000 Note, the $300,000 Note, and
        the
        $110,000 Note, as set forth herein have been taken. The Agreement, when executed
        and delivered, will create valid and binding obligations of GCA, enforceable
        in
        accordance with their terms, except (a) as limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws of general
        application affecting enforcement of creditors’ rights, and (b) general
        principles of equity that restrict the availability of equitable
        remedies.

      


      (c) GCA
        acknowledges and represents that
        in
        executing this Agreement, it has not relied on any inducements, promises,
        or
        representations made by any Party or any party representing or serving such
        Party, unless expressly set forth herein.

      


      (d) GCA
        acknowledges that it is the holder of the $350,000 Note, the $300,000 Note
        and
        the $110,000 Note and has the sole authority to make decisions regarding
        those
        promissory notes.

       

      
        9.
Representations
          and Warranties of Barron.

         

      

      (a) Barron
        is
        a limited partnership duly organized, validly existing, and in good standing
        under the laws of the State of Delaware. Barron has all requisite power and
        authority to enter into and carry out the provisions of this
        Agreement.

      


      (b) Barron
        is
        a Delaware limited partnership and all action on the part of Barron, its
        partners and officers, necessary for the authorization of this Agreement,
        the
        performance of all Barron’s obligations under this Agreement, and the
        authorization to allow the issuance of the GCFG Shares, the GCA Shares, and
        the
        amendments to the rights and preferences to the Series A Preferred Stock
        contained in the Amended Certificate of Designation, pursuant to the terms
        set
        forth herein have been taken. The Agreement, when executed and delivered,
        will
        create valid and binding obligations of Barron, enforceable in accordance
        with
        their terms, except (a) as limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other laws of general application affecting
        enforcement of creditors’ rights, and (b) general principles of equity that
        restrict the availability of equitable remedies.

      


      
        
          
          

        

        
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      (c) Barron
        acknowledges and represents that
        in
        executing this Agreement, it has not relied on any inducements, promises,
        or
        representations made by any Party or any party representing or serving such
        Party, unless expressly set forth herein.

       

      
        10. 
          Representations
          and Warranties of the Company.

         

      

      (a) The
        Company is a corporation duly organized, validly existing, and in good standing
        under the laws of the State of Florida. The Company has all requisite corporate
        power and authority to enter into and carry out the provisions of this
        Agreement.

      


      (b) All
        corporate action on the part of the Company, its officers and directors,
        necessary for the authorization of this Agreement, the performance of all
        the
        Company’s obligations under this Agreement, and the authorization to issue the
        GCFG Shares, the GCA Shares, and allow the amendments to the rights and
        preferences to the Series A Preferred Stock contained in the Amended Certificate
        of Designation, pursuant to the terms set forth herein have been taken. The
        Agreement, when executed and delivered, will create valid and binding
        obligations of the Company, enforceable in accordance with their terms, except
        (a) as limited by applicable bankruptcy, insolvency, reorganization,
        moratorium or other laws of general application affecting enforcement of
        creditors’ rights, and (b) general principles of equity that restrict the
        availability of equitable remedies.

      


      (c) The
        Company acknowledges and represents that
        in
        executing this Agreement, it has not relied on any inducements, promises,
        or
        representations made by any Party or any party representing or serving such
        Party, unless expressly set forth herein.

      


      11. Confidentiality.
        Each
        Party hereto will hold and will cause its agents, officers, directors,
        attorneys, employees, consultants and advisors to hold in strict confidence,
        unless compelled to disclose by judicial or administrative process or, in
        the
        opinion of its counsel, by other requirements of law, the terms of this
        Agreement and all other documents and information concerning any other Party
        furnished it by such other Party or its representatives in connection with
        the
        subject matter hereof or the underlying Dispute (except to the extent that
        such
        information can be shown to have been (i) previously known by the
        Party to
        which it was furnished, (ii) in the public domain through no fault of such
        Party, or (iii) later lawfully acquired from other sources by the Party to
        which
        it was furnished), and each Party will not release or disclose such information
        to any other person, except its auditors, attorneys, financial advisors,
        bankers
        and other consultants and advisors in connection with this Agreement. Each
        Party
        shall be deemed to have satisfied its obligation to hold confidential
        information concerning or supplied by the other Party if it exercises the
        same
        care as it takes to preserve confidentiality for its own similar information.
        

       

      
        
          
          

        

        
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      12. No
        Admission of Liability.
        This
        Agreement pertains to a disputed claim and does not constitute an admission
        of
        liability by any Party for any purpose, except as otherwise provided
        herein.

      


      13. Survival
        of Representations and Warranties.
        The
        representations and warranties contained in this Agreement are deemed to
        and do
        survive the execution hereof.

      


      14. Amendments.
        This
        Agreement may not be amended, canceled, revoked or otherwise modified except
        by
        written agreement subscribed by all of the Parties to be charged with such
        modification.

      


      15. Successors.
        This
        Agreement shall be binding upon and shall inure to the benefit of the Parties
        hereto and their respective partners, employees, agents, servants, heirs,
        administrators, executors, successors, representatives and assigns.

      


      16. Attorney’s
        Fees.
        All
        Parties hereto agree to pay their own costs and attorneys’ fees except as
        follows:

      


      (a) In
        the
        event of any action, suit or other proceeding instituted to remedy, prevent
        or
        obtain relief from a breach of this Agreement, arising out of a breach of
        this
        Agreement, involving claims within the scope of the releases contained in
        this
        Agreement, or pertaining to a declaration of rights under this Agreement,
        the
        prevailing Party shall recover all of such Party’s attorneys’ fees and costs
        incurred in each and every such action, suit or other proceeding, including
        any
        and all appeals or petitions therefrom.

      


      (b) As
        used
        herein, attorneys’ fees shall be deemed to mean the full and actual costs of any
        legal services actually performed in connection with the matters involved,
        calculated on the basis of the usual fee charged by the attorneys performing
        such services.

      


      17. Material
        Terms.
        The
        Parties agree and stipulate that each and every term and condition contained
        in
        this Agreement is material, and that each and every term and condition may
        be
        reasonably accomplished within the time limitations, and in the manner set
        forth
        in this Agreement.

      


      18. Time
        is of the Essence.
        The
        Parties agree and stipulate that time is of the essence with respect to
        compliance with each and every item set forth in this Agreement.

      


      19. Integration.
        This
        Agreement sets forth the entire agreement and understanding of the Parties
        hereto and supersedes any and all prior agreements, arrangements and
        understandings related to the subject matter hereof. No understanding, promise,
        inducement, statement of intention, representation, warranty, covenant or
        condition, written or oral, express or implied, whether by statute or otherwise,
        has been made by any party hereto which is not embodied in this Agreement
        or the
        written statements, certificates, or other documents delivered pursuant hereto
        or in connection with the transactions contemplated hereby, and no Party
        hereto
        shall be bound by or liable for any alleged understanding, promise, inducement,
        statement, representation, warranty, covenant or condition not so set
        forth.

      


      
        
          
          

        

        
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      20. Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which when
        executed and delivered shall be an original, and all of which when executed
        shall constitute one and the same instrument.

       

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      IN
        WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute
        this
        Agreement upon the date first set forth above.

      
        
          	 	 	 	 
	 	 	 	 
	
                  “GCFG” 

                	 	 	
                  “GCA” 

                
	 	 	 	 
	
                  Global
                    Capital Funding Group, L.P, 

                	 	 	
                  GCA
                    Strategic Investment Fund Limited, 

                
	
                  a
                    Delaware limited partnership 

                	 	 	
                  a
                    Bermuda corporation 

                
	 	 	 	 
	 	 	 	 
	/s/ Lewis
                  N. Lester	 	 	/s/ Lewis
                  N. Lester
	
                  
By:
Lewis
                  N. Lester, President of	 	 	
                  

                  By:
                    Lewis
                    N. Lester

                
	
                  Global
                    Capital Management  Services,
                    Inc.

                  (General
                    Partner of GCFG)

                	 	 	
                  Its:
                    Director

                


        


        
          	
                  “Barron” 

                	 	 	
                  “Company” 

                
	 	 	 	 
	
                  Barron
                    Partners, LP 

                	 	 	
                  Speedemissions,
                    Inc. 

                
	
                  a
                    Delaware limited partnership 

                	 	 	
                  a
                    Florida corporation 

                
	 	 	 	 
	/s/ Andrew
                  Barron Worden	 	 	/s/ Richard
                  Parlontieri
	
                  
By:
                  Andrew Barron Worden	 	 	
                  

                  By:
                    Richard
                    Parlontieri

                
	Its:
                  President	 	 	
                  Its:
                    President

                


        

      

       

       

      
        
          
          

        

        
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      Exhibit
        A

      


      GCFG
        Note Notice of Conversion

      


       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        B

      


      $350,000
        Note Notice of Conversion

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        C

      


      $300,000
        Note Notice of Conversion

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        D

      


      $110,000
        Note Notice of Conversion

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        E

      


      Amended
        Certificate of Designation

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        F

      


      GCFG
        Warrant

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        G

      


      GCA
        Warrant

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        H

      


      Amended
        Warrant

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        I

      


      Barron
        Warrant