ARTICLES
        OF AMENDMENT

      AND

      FIRST
        AMENDMENT TO 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 A CONVERTIBLE 

      PREFERRED
        STOCK OF SPEEDEMISSIONS, INC.

       

      


      The
        undersigned, Richard A. Parlontieri, does hereby certify that:

      


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

      


      2. Pursuant
        to the Unanimous Written Consent of the Board of Directors of the Corporation
        and the consent of the Series A Convertible Preferred Stock shareholders
        dated
        effective October 14, 2005, the Board of Directors approved an amendment
        to the
        Certificate of Designation of Series A Convertible Preferred Stock of the
        Corporation authorizing a change to the conversion terms thereof (the
“Amendment”). The
        number of votes for both the Written Consent of the Board of Directors and
        the
        Series A Convertible Preferred Stock Shareholders was sufficient for approval
        of
        the Amendment. No action by the common stock shareholders of the Corporation
        was
        required for this action. The amendments to this Certificate of Determination
        of
        Series A Convertible Preferred Stock of the Corporation are as
        follows:

      


      1) The
        second
        paragraph of the recitals is hereby amended and restated in its entirety
        to read
        as follows:

      


      “WHEREAS,
        the Board of Directors believes it in the best interests of the Corporation
        to
        create a series of preferred stock consisting of 6,000 shares and designated
        as
        the “Series A Convertible Preferred Stock” having certain rights, preferences,
        privileges, restrictions and other matters relating to the Series A Convertible
        Preferred Stock.”

      


      2) Section
        2.4 is hereby added to Section 2 as follows:

      


      “2.4 Dividends
        provided for in this Section 2 will no longer accrue after October 14,
        2005.”

      


      3) Section
        4.1 is hereby amended and restated in its entirety to read as
        follows:

      


      “4.1 Conversion
        of Preferred Stock. Each share of Series A Convertible Preferred Stock shall
        be
        convertible, at the option of the holder thereof, at any time after the issuance
        of such share, into 8,333.33 fully paid and nonassessable shares of Common
        Stock
        of the Corporation.”

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      4) The
        following sections are hereby deleted in their entirety:

      


      “6.2(v) the
        consummation of a Qualified Future Financing that grants rights to the holders
        of the instruments issued in connection with such Qualified Future Financing
        that are in addition to or superior to those granted to the holders of the
        Series A Convertible Preferred Stock, as evidenced by this Certificate of
        Designation or any subsequent amendment hereto (a “Superior Right”);
provided,
        however,
        that
        any terms which provide for a conversion price that is, whether expressly
        stated
        or calculated as a result of a formula, greater than or equal to the conversion
        price then in place for the Series A Convertible Preferred stock shall not
        be
        deemed to be a Superior Right.”

      


      “6.3  Partial
        Redemption. Upon the consummation of
        one or
        more Qualified Future Financings, other than from the sale of the Series
        A
        Convertible Preferred Stock pursuant to the Securities Purchase Agreement,
        the
        Corporation shall, at the request of at least fifty-one percent (51%) of
        the
        holders of the Series A Convertible Preferred Stock, use twenty five percent
        (25%) of the net proceeds from the Qualified Future Financings to redeem
        the
        applicable amount of Series A Convertible Preferred Stock.”

      


      “6.5(a)(iii) A
        redemption pursuant to Section 6.2(v), three (3) business days following
        the
        date of consummation of the applicable Qualified Future Financing (meaning
        closing and funding).”

      


      “9 Paramount
        Provision.
        Upon consummation of a Qualified Future Financing which contains a Superior
        Right, the terms and conditions of such Superior Right shall be automatically
        incorporated into the rights of the Series A Convertible Preferred Stock
        contained herein and will supersede any provisions contained herein relating
        to
        such Superior Right that would conflict with the exercise or application
        of such
        Superior Right; provided, however, that any such Superior Right may be waived
        by
        consent of holders of at least fifty-one percent (51%) of the Series A
        Convertible Preferred Stock. If the Company provides any consideration to
        the
        holders of any equity or convertible debt instrument issued in connection
        with
        such Qualified Future Financing that is in addition to the consideration
        provided to the holders of the Series A Convertible Preferred Stock (such
        as,
        for purposes of illustration, a warrant agreement other that a warrant
        substantially identical to the warrants held by a holder of the Series A
        Convertible Preferred Stock and issued in similar denominations and for
        substantially identical consideration provided or a registration rights
        agreement providing additional registration rights), then the Company will
        take
        all lawful and reasonable steps necessary to ensure that the holders of the
        Series A Convertible Preferred Stock also receive such additional
        consideration.”

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      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 an amendment to the 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.

       

      IN
        WITNESS WHEREOF, the undersigned have executed this Certificate effective
        this
        14th day of October, 2005.

       

      
        	 	 	 	 
	/s/ Richard
                A. Parlontieri	 	 	/s/ Richard
                A. Parlontieri
	
                
Name:
                Richard A. Parlontieri	 	 	
                
Name:
                Richard A. Parlontieri
	
                Title:
                  President and Chief Executive Officer

              	 	 	
                Title:
                  Secretary

              


      

      
         

         

      

      
        
          
          

        

        -3-