REGISTRATION
        RIGHTS AGREEMENT

      


      October
        14, 2005

      
 

      To
        GCA
        Strategic Investment Fund Limited (“Purchaser”)

      


      Dear
        Sirs:

      


      This
        will
        confirm that in consideration of your agreement on the date hereof to exchange
        for the following debt and rights held by Purchaser: (i) 6% Secured Promissory
        Note in the Principal amount of $300,000 dated August 2, 2001 (the “$300,000
        Note”); (ii) 12% Secured Promissory Note in the principal amount of $110,000
        dated August 7, 2004 (the “$110,000 Note”); (iii) 6% Secured Promissory Note in
        the Principal amount of $350,000 dated January 26, 2005 (the “$350,000 Note”)
        and (iv) $302,847.53 in cumulative dividends (the “Dividends”) for 1,224 shares
        of Series A Convertible Preferred Stock, $.001 par value per share, (the
        “Preferred Stock”) of Speedemission, Inc., a Florida corporation (the
“Company”), pursuant to the Exchange Agreement of even date herewith (the
“Exchange Agreement”) between the Company and you and as an inducement to you to
        consummate the transactions contemplated by the Exchange Agreement, the Company
        covenants and agrees with each of you as follows:

      


      1. Certain
        Definitions.
        As used
        in this Agreement, the following terms shall have the following respective
        meanings:

      


      “Commission”
        shall
        mean the Securities and Exchange Commission, or any other federal agency
        at the
        time administering the Securities Act.

      


      “Common
        Stock”
        shall
        mean the Common Stock, no par value, of the Company, as constituted as of
        the
        date of this Agreement.

      


      “Conversion
        Shares”
        shall
        mean shares of Common Stock issued upon conversion of the Preferred
        Stock.

      


      “Exchange
        Act”
        shall
        mean the Securities Exchange Act of 1934, as amended, or any similar federal
        statute, and the rules and regulations of the Commission thereunder, all
        as the
        same shall be in effect at the time.

      


      “Purchaser”
        shall
        mean GCA Strategic Investment Fund Limited.

      


      “Registration
        Expenses”
        shall
        mean the expenses so described in Section 8.

      


      “Restricted
        Stock”
        shall
        mean the Conversion Shares, excluding Conversion Shares which have been (a)
        registered under the Securities Act pursuant to an effective registration
        statement filed thereunder and disposed of in accordance with registration
        statement covering them or (b) publicly sold pursuant to Rule 144 under the
        Securities Act.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      “Securities
        Act”
        shall
        mean the Securities Act of 1933, as amended, or any similar federal statute,
        and
        the rules and regulations of the Commission thereunder, all as the same shall
        be
        in effect at the time.

      


      “Preferred
        Stock”
        shall
        have the meaning set forth in the introduction above.

      


      “Selling
        Expenses”
        shall
        mean the expenses so described in Section 8.

      


      “Settlement
        Agreement”
        shall
        mean the Settlement Agreement and General Release entered into by and between
        the Company, Purchaser and Barron Partners, L.P. as of October 14,
        2005.

      


      “Warrant
        Shares”
        shall
        mean at any time, the Common Stock Purchase Warrant issued the date hereof
        for
        16,000,000 shares of the Company’s Common Stock.

       

      2. Required
        Registration.

      


      a. In
        accordance with the Settlement Agreement the Company shall have filed to
        register the resale of the Restricted Shares and the Warrant Shares. For
        purposes of this Section 2 and Section 3, 4, 11(a) and 11(d), the term
“Restricted Stock” shall be deemed to include the number of shares of Restricted
        Stock which would be issuable to a holder of Preferred Stock upon conversion
        of
        all such Preferred Stock held by such holder at such time, provided,
        however,
        that
        the only securities which the Company shall be required to register pursuant
        hereto shall be shares of Common Stock. Notwithstanding anything to the contrary
        contained herein, the Company shall not be obligated to effect, or to take
        any
        action to effect, any such registration pursuant to this Section 2:

      


      i. during
        the period starting with the date sixty (60) days prior to the Company’s good
        faith estimate of the date of filing of, and ending on a date one hundred
        twenty
        (120) days after the effective date of, a Company-initiated registration
        (but in
        any event no greater than three hundred sixty (360) days after a request
        is made
        under this Section 4); provided
        that the
        Company is actively employing in good faith all reasonable efforts to cause
        such
        registration statement to become effective; or

      


      ii. if
        in the
        good faith judgment of the Board of Directors of the Company, such registration
        would be seriously detrimental to the Company and the Board of Directors
        of the
        Company concludes, as a result, that it is essential to defer the filing
        of such
        registration statement at such time, in which case the Company shall furnish
        to
        such holders a certificate signed by the President of the Company stating
        that
        in the good faith judgment of the Board of Directors of the Company, it would
        be
        seriously detrimental to the Company for such registration statement to be
        filed
        in the near future and that it is, therefore, essential to defer the filing
        of
        such registration statement, then the Company shall have the right to defer
        such
        filing for a period of not more than 90 days after receipt of the request
        of the
        requesting holders, and, provided further, that the Company shall not defer
        its
        obligation in this manner more than once in any eighteen-month
        period.

      


      
        
           

        

        
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      b. Following
        receipt of any notice under this Section 2, the Company shall immediately
        notify
        all holders of Restricted Stock from whom notice has not been received and
        shall
        use its best efforts to register under the Securities Act, for public sale
        in
        accordance with the method of disposition specified in such notice from
        requesting holders, the number of shares of Restricted Stock specified in
        such
        notice (and in all notices received by the Company from other holders within
        30
        days after the giving of such notice by the Company). If such method of
        disposition shall be an underwritten public offering, the holders of a majority
        of the shares of Restricted Stock to be sold in such offering may designate
        the
        managing underwriter of such offering, subject to the approval of the Company,
        which approval shall not be unreasonably withhold or delayed. The Company
        shall
        be obligated to register Restricted Stock pursuant to this Section 2 on one
        occasion only, provided,
        however,
        that
        such obligation shall be deemed satisfied only when a registration statement
        covering all shares of Restricted Stock specified in notices received and
        not
        rescinded as aforesaid, for sale in accordance with the method of disposition
        specified by the requesting holders, shall have become effective and, if
        such
        method of disposition is a firm commitment underwritten public offering,
        all
        such shares shall have been sold pursuant thereto.

      


      c. The
        Company and any other holders of Common Stock which the Company shall permit
        to
        participate shall be entitled to include in any registration statement referred
        to in this Section 2, for sale in accordance with the method of disposition
        specified by the requesting holders, shares of Common Stock to be sold by
        the
        Company or such other holders for their own account, except as and to the
        extent
        that, in the opinion of the managing underwriter (if such method of disposition
        shall be an underwritten public offering), such inclusion would adversely
        affect
        the marketing of the Restricted Stock to be sold. Except for registration
        statements on Form S-4, S-8 or any successor thereto, the Company will not
        file
        with the Commission any other registration statement with respect to its
        Common
        Stock, whether for its own account or that of other stockholders, from the
        date
        of receipt of a notice from requesting holders pursuant to this Section 2
        until
        the completion of the period of distribution of the registration contemplated
        thereby.

      


      3. Incidental
        Registration.
        If the
        Company at any time (other than pursuant to Section 2 or Section 4) proposes
        to
        register any of its Common Stock under the Securities Act for sale to the
        public, whether for its own account or for the account of other security
        holders
        or both (except with respect to registration statements on Forms S-4, S-8
        or
        another form not available for registering the Restricted Stock for sale
        to the
        public), each such time it will give written notice to all holders of
        outstanding Restricted Stock of its intention so to do. Upon the written
        request
        of any such holder, received by the Company within 10 business days after
        the
        giving of any such notice by the Company, to register any of its Restricted
        Stock (which request shall state the intended method of disposition thereof),
        the Company will use its best efforts to cause the Restricted Stock as to
        which
        registration shall have been so requested to be included in the securities
        to be
        covered by the registration statement proposed to be filed by the Company,
        all
        to the extent requisite to permit the sale or other disposition by the holder
        (in accordance with its written request) of such Restricted Stock so registered.
        In the event that any registration pursuant to this Section 3 shall be, in
        whole
        or in part, an underwritten public offering of Common Stock, the number of
        shares of Restricted Stock to be included in such an underwriting may be
        reduced
        (pro rata among the requesting holders based upon the number of shares of
        Restricted Stock owned by such holders) if and to the extent that the managing
        underwriter shall be of the opinion that such inclusion would adversely affect
        the marketing of the securities to be sold by the Company therein, provided,
        however,
        that
        such number of shares of Restricted Stock shall not be reduced if any shares
        are
        to be included in such underwriting for the account of any person other than
        the
        Company or requesting holders of Restricted Stock. Notwithstanding the foregoing
        provisions, the Company may withdraw any registration statement referred
        to in
        this Section 3 without thereby incurring any liability to the holders of
        Restricted Stock.

      


      
        
           

        

        
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      4. Registration
        on Form S-3.
        If at
        any time (i) a holder or holders of the Preferred Stock request that the
        Company
        file a registration statement on Form S-3 or any successor thereto for a
        public
        offering of all or any portion of the shares of Restricted Stock held by
        such
        requesting holder or holders, the reasonably anticipated aggregate price
        to the
        public of which would exceed $1,500,000, and (ii) the Company is a registrant
        entitled to use Form S-3 or any successor thereto to register such shares,
        then
        the Company shall use its best efforts to register under the Securities Act
        on
        form S-3 or any successor thereto, for public sale in accordance with the
        method
        of disposition specified in such notice, the number of shares of Restricted
        Stock specified in such notice. Whenever the Company is required by this
        Section
        4 to use its best efforts to effect the registration of Restricted Stock,
        each
        of the procedures and requirements of Section 2 (including but not limited
        to
        the requirement that the Company notify all holders of Restricted Stock from
        whom notice has not been received and provide them with the opportunity to
        participate in the offering) shall apply to such registration, provided,
        however,
        that
        the Company shall not be obligated to effect any such registration pursuant
        to
        the conditions in Section 2(a)(i), in the event that the Company shall furnish
        the certification described in Section 2(a)(ii), or more than once in any
        twelve
        month period, and provided,
        further,
        however,
        that
        the requirements contained in the first sentence of Section 2(a) shall not
        apply
        to any registration on Form S-3 which may be requested and obtained under
        this
        Section 4.

      


      5. Registration
        Procedures.
        If and
        whenever the Company is required by the provisions of Section 2, 3 or 4 to
        use
        its best efforts to effect the registration of any shares of Restricted Stock
        under the Securities Act, the Company will, as expeditiously as
        possible:

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      a. prepare
        and file with the Commission a registration statement (which, in the case
        of an
        underwritten public offering pursuant to Section 2, shall be on Form S-1
        or
        other form of general applicability satisfactory to the managing underwriter
        selected as therein provided) with respect to such securities and use its
        best
        efforts to cause such registration statement to become and remain effective
        for
        the period of the distribution contemplated thereby (determined as hereinafter
        provided);

      


      b. prepare
        and file with the Commission such amendments and supplements to such
        registration statement and the prospectus used in connection therewith as
        may be
        necessary to keep such registration statement effective for the period specified
        in paragraph (a) above and comply with the provisions of the Securities Act
        with
        respect to the disposition of all Restricted Stock covered by such registration
        statement in accordance with the sellers’ intended method of disposition set
        forth in such registration statement for such period;

      


      c. furnish
        to each seller of Restricted Stock and to each underwriter such number of
        copies
        of the registration statement and the prospectus included therein (including
        each preliminary prospectus) as such persons reasonably may request in order
        to
        facilitate the public sale or other disposition of the Restricted Stock covered
        by such registration statement;

      


      d. use
        its
        best efforts to register or qualify the Restricted Stock covered by such
        registration statement under the securities or “blue sky” laws of such
        jurisdictions as the sellers of Restricted Stock or, in the case of an
        underwritten public offering, the managing underwriter reasonably shall request,
        provided,
        however,
        that
        the Company shall not for any such purpose be required to qualify generally
        to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

      


      e. use
        its
        best efforts to list the Restricted Stock covered by such registration statement
        with any securities exchange on which the Common Stock of the Company is
        then
        listed;

      


      f. immediately
        notify each seller of Restricted Stock and each underwriter under such
        registration statement, at any time when a prospectus relating thereto is
        required to be delivered under the Securities Act, of the happening of any
        event
        of which the Company has knowledge as a result of which the prospectus contained
        in such registration statement, as then in effect, includes an untrue statement
        of a material fact or omits to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading in light
        of
        the circumstances then existing;

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      g. if
        the
        offering is underwritten and at the request of any seller of Restricted Stock,
        use its best efforts to furnish on the date that Restricted Stock is delivered
        to the underwriters for sale pursuant to such registration: (i) an opinion
        dated
        such date of counsel representing the Company for the purposes of such
        registration, addressed to the underwriters, stating that such registration
        statement has become effective under the Securities Act and that (A) to the
        best
        knowledge of such counsel, no stop order suspending the effectiveness thereof
        has been issued and no proceedings for that purpose have been instituted
        or are
        pending or contemplated under the Securities Act, (B) the registration
        statement, the related prospectus and each amendment or supplement thereof
        comply as to form in all material respects with the requirements of the
        Securities Act (except that such counsel need not express any opinion as
        to
        financial statements contained therein) and (C) to such other effects as
        reasonably may be requested by counsel for the underwriters and (ii) a letter
        dated such date from the independent public accountants retained by the Company,
        addressed to the underwriters, stating that they are independent public
        accountants within the meaning of the Securities Act and that, in the opinion
        of
        such accountants, the financial statements of the Company included in the
        registration statement or the prospectus, or any amendment or supplement
        thereof, comply as to form in all material respects with the applicable
        accounting requirements of the Securities Act, and such letter shall
        additionally cover such other financial matters (including information as
        to the
        period ending no more than five business days prior to the date of such letter)
        with respect to such registration as such underwriters reasonably may request;
        and

      


      h. make
        available for inspection by each seller of Restricted Stock, any underwriter
        participating in any distribution pursuant to such registration statement,
        and
        any attorney, accountant or other agent retained by such seller or underwriter,
        all financial and other records, pertinent corporate documents and properties
        of
        the Company, and cause the Company’s officers, directors and employees to supply
        all information reasonably requested by any such seller, underwriter, attorney,
        accountant or agent in connection with such registration statement.

      


      For
        purposes of Section 5(a) and 5(b) and of Section 2(c), the period of
        distribution of Restricted Stock in a firm commitment underwritten public
        offering shall be deemed to extend until each underwriter has completed the
        distribution of all securities purchase by it or a period of 90 days, which
        ever
        first occurs, and the period of distribution of Restricted Stock in any other
        registration shall be deemed to extend until the earlier of the sale of all
        Restricted Stock covered thereby and 90 days after the effective date
        thereof.

      


      In
        connection with each registration hereunder, the sellers of Restricted Stock
        will furnish to the Company in writing such information with respect to
        themselves and the proposed distribution by them as reasonably shall be
        necessary in order to assure compliance with federal and applicable state
        securities laws.

      


      
        
           

        

        
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      In
        connection with each registration pursuant to Sections 2, 3 or 4 covering
        an
        underwritten public offering, the Company and each seller agree to enter
        into a
        written agreement with the managing underwriter selected in the manner herein
        provided in such form and containing such provisions as are customary in
        the
        securities business for such an arrangement between such underwriter and
        companies of the Company’s size and investment stature.

       

      6. Expenses.
        All
        expenses incurred by the Company in complying with sections 2, 3 and 4,
        including, without limitation, all registration and filing fees, printing
        expenses, fees and disbursements of counsel and independent public accountants
        for the Company, fees and expenses (including counsel fees) incurred in
        connection with complying with state securities or “blue sky” laws, fees of the
        National Association of Securities Dealers, Inc., transfer taxes, fees of
        transfer agents and registrars, costs of insurance and reasonable fees and
        disbursements of one counsel for the sellers of Restricted Stock, but excluding
        any Selling Expenses, are called “Registration Expenses”. All underwriting
        discounts and selling commissions applicable to the sale of Restricted Stock
        are
        called “Selling Expenses”.

      


      The
        Company will pay all Registration Expenses in connection with each registration
        statement under Sections 2, 3 or 4. All Selling Expenses in connection with
        each
        registration statement under Sections 2, 3 or 4 shall be borne by the
        participating sellers in proportion to the number of shares sold by each,
        or by
        such participating sellers other than the Company (except to the extent the
        Company shall be a seller) as they may agree.

      


      7. Indemnification
        and Contribution.
        

      


      a. In
        the
        event of a registration of any of the Restricted Stock under the Securities
        Act
        pursuant to Sections 2, 3 or 4, the Company will indemnify and hold harmless
        each seller of such Restricted Stock thereunder, each underwriter of such
        Restricted Stock thereunder and each other person, if any, who controls such
        seller or underwriter within the meaning of the Securities Act, against any
        losses, claims, damages or liabilities, joint or several, to which such seller,
        underwriter or controlling person may become subject under the Securities
        Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact contained in any registration statement
        under which such Restricted Stock was registered under the Securities Act
        pursuant to Sections 2, 3 or 4, any preliminary prospectus or final prospectus
        contained therein, or any amendment or supplement thereof, or arise out of
        or
        are based upon the omission or alleged omission to state therein a material
        fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading, and will reimburse each such seller, each such underwriter and
        each
        such controlling person for any legal or other expenses reasonably incurred
        by
        them in connection with investigating or defending any such loss, claim,
        damage,
        liability or action, provided,
        however,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement or omission or alleged omission so
        made in
        conformity with information furnished by any such seller, any such underwriter
        or any such controlling person in writing specifically for use in such
        registration statement or prospectus. It is agreed that the indemnity agreement
        contained in this Section 7(a) shall not apply to amounts paid in settlement
        of
        any such loss, claim, damage, liability or action if such settlement is effected
        without the consent of the Company (which consent shall not be unreasonably
        withheld or delayed).

      


      
        
           

        

        
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      b. In
        the
        event of a registration of any of the Restricted Stock under the Securities
        Act
        pursuant to Sections 2, 3 or 4, each seller of such Restricted Stock thereunder,
        severally and not jointly, will indemnify and hold harmless the Company,
        each
        person, if any, who controls the Company within the meaning of the Securities
        Act, each officer of the Company who signs the registration statement, each
        director of the Company, each underwriter and each person who controls any
        underwriter within the meaning of the Securities Act, against all losses,
        claims, damages or liabilities, joint or several, to which the Company or
        such
        officer, director, underwriter or controlling person may become subject under
        the Securities Act or otherwise, insofar as such losses, claims, damages
        or
        liabilities (or actions in respect thereof) arise out of or are based upon
        any
        untrue statement or alleged untrue statement of any material fact contained
        in
        the registration statement under which such Restricted Stock was registered
        under the Securities Act pursuant to Sections 2, 3 or 4, any preliminary
        prospectus or final prospectus contained therein, or any amendment or supplement
        thereof, or arise out of or are based upon the omission or alleged omission
        to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading, and will reimburse the Company and
        each
        such officer, director, underwriter and controlling person for any legal
        or
        other expenses reasonably incurred by them in connection with investigating
        or
        defending any such loss, claim, damage, liability or action, provided,
        however,
        that
        such seller will be liable hereunder in any such case if and only to the
        extent
        that any such loss, claim, damage or liability arises out of or is based
        upon an
        untrue statement or alleged untrue statement or omission or alleged omission
        made in reliance upon and in conformity with information pertaining to such
        seller, as such, furnished in writing to the Company by such seller specifically
        for use in such registration statement or prospectus, and provided,
        further,
        however,
        that
        the liability of each seller hereunder shall not in any event to exceed the
        proceeds received by such seller from the sale of Restricted Stock covered
        by
        such registration statement. It is agreed that the indemnity agreement contained
        in this Section 7(b) shall not apply to amounts paid in settlement of any
        such
        loss, claim, damage, liability or action if such settlement is effected without
        the consent of seller hereunder (which consent shall not be unreasonably
        withhold or delayed).

      


      
        
           

        

        
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      c. Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action, such indemnified party shall, if a claim in respect thereof is
        to be
        made against the indemnifying party hereunder, notify the indemnifying party
        in
        writing thereof, but the omission so to notify the indemnifying party shall
        not
        relieve it from any liability which it may have to such indemnified party
        other
        than under this Section 7 and shall only relieve it from any liability which
        it
        may have to such indemnified party under this Section 7 if and to the extent
        the
        indemnifying party is prejudiced by such omission. In case any such action
        shall
        be brought against any indemnified party and it shall notify the indemnifying
        party of the commencement thereof, the indemnifying party shall be entitled
        to
        participate in and, to the extent it shall wish, to assume and undertake
        the
        defense thereof with counsel reasonably satisfactory to such indemnified
        party,
        and, after notice from the indemnifying party to such indemnified party of
        its
        election so to assume and undertake the defense thereof, the indemnifying
        party
        shall not be liable to such indemnified party under this Section 7 for any
        legal
        expenses subsequently incurred by such indemnified party in connection with
        the
        defense thereof other than reasonable costs of investigation and of liaison
        with
        counsel so selected, provided,
        however,
        that,
        if the defendants in any such action include both the indemnified party and
        the
        indemnifying party and the indemnified party shall have reasonably concluded
        that there may be reasonable defenses available to it which are different
        from
        or additional to those available to the indemnifying party or if the interest
        of
        the indemnified party reasonably may be deemed to conflict with the interests
        of
        the indemnifying party, the indemnified party shall have the right to select
        a
        separate counsel and to assume such legal defenses and otherwise to participate
        in the defense of such action, with the expenses and fees of such separate
        counsel and other expenses related to such participation to be reimbursed
        by the
        indemnifying party as incurred.

      


      d. In
        order
        to provide for just and equitable contribution to joint liability under the
        Securities Act in any case in which either (i) any holder of Restricted Stock
        exercising rights under this Agreement, or any controlling person of any
        such
        holder, makes a claim for indemnification pursuant to this Section 7 but
        it is
        judicially determined (by the entry of a final judgment or decree by a court
        of
        competent jurisdiction and the expiration of time to appeal or the denial
        of the
        last right of appeal) that such indemnification may not be enforced in such
        case
        notwithstanding the fact that this Section 7 provides for indemnification
        in
        such case, or (ii) contribution under the Securities Act may be required
        on the
        part of any such selling holder or any such controlling person in circumstances
        for which indemnification is provided under this Section 7; then, and in
        each
        such case, the Company and such holder will contribute to the aggregate losses,
        claims, damages or liabilities to which they may be subject (after contribution
        from others) in such proportion so that such holder is responsible for the
        portion represented by the percentage that the public offering price of its
        Restricted Stock offered by the registration statement bears to the public
        offering price of all securities offered by such registration statement,
        and the
        Company is responsible for the remaining portion; provided,
        however,
        that,
        in any such case, (A) no such holder will be required to contribute any amount
        in excess of the public offering price of all such Restricted Stock offered
        by
        it pursuant to such registration statement; and (B) no person or entity guilty
        of fraudulent misrepresentation (within the remaining of Section 9(f) of
        the
        Securities Act) will be entitled to contribution from any person or entity
        who
        was not guilty of such fraudulent misrepresentation.

      


      
        
           

        

        
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      8. Changes
        in Common Stock.
        If, and
        as often as, there is any change in the Common Stock by way of a stock split,
        stock dividend, combination or reclassification, or through a merger,
        consolidation, reorganization or recapitalization, or by any other means,
        appropriate adjustment shall be made in the provisions hereof so that the
        rights
        and privileges granted hereby shall continue with respect to the Common Stock
        as
        so changed.

      


      9. Rule
        144 Reporting.
        With a
        view to making available the benefits of certain rules and regulations of
        the
        Commission which may at any time permit the sale of the Restricted Stock
        to the
        public without registration, at all times after 90 days after any registration
        statement covering a public offering of securities of the Company under the
        Securities Act shall have become effective, the Company agrees to:

      


      a. make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144 under the Securities Act;

      


      b. use
        its
        best efforts to file with the Commission in a timely manner all reports and
        other documents required of the Company under the Securities Act and the
        Exchange Act; and

      


      c. furnish
        to each holder of Restricted Stock forthwith upon request a written statement
        by
        the Company as to its compliance with the reporting requirements of such
        Rule
        144 and of the Securities Act and the Exchange Act, a copy of the most recent
        annual or quarterly report of the Company, and such other reports and documents
        so filed by the Company as such holder may reasonably request in availing
        itself
        of any rule or regulation of the Commission allowing such holder to sell
        any
        Restricted Stock without registration.

      


      10. Representations
        and Warranties of the Company.
        The
        Company represents and warrants to you as follows:

      


      a. The
        execution, delivery and performance of this Agreement by the Company have
        been
        duly authorized by all requisite corporate action and will not violate any
        provision of law, any order of any court or there agency of government, the
        Charter or By-laws of the Company or any provision of any indenture, agreement
        or other instrument to which it or any of its properties or assets is bound,
        conflict with, result in a breach of or constitute (with due notice or lapse
        of
        time or both) a default under any such indenture, agreement or other instrument
        or result in the creation or imposition of any lien, charge or encumbrance
        of
        any nature whatsoever upon any of the properties or assets of the
        Company.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      b. This
        Agreement has been duly executed and delivered by the Company and constitutes
        the legal, valid and binding obligation of the Company, enforceable in
        accordance with its terms.

      


      11. Miscellaneous.

      


      a. All
        covenants and agreements contained in this Agreement by or on behalf of any
        of
        the parties hereto shall bind and inure to the benefit of the respective
        successors and assigns of the parties hereto (including without limitation
        transferees of any Debenture or Restricted Stock), whether so expressed or
        not,
provided,
        however,
        that
        registration rights conferred herein on the holders of Preferred Stock or
        Restricted Stock shall only inure to the benefit of a transferee of Preferred
        Stock or Restricted Stock if (i) there is transferred to such transferee
        at
        least 1,000 shares in the aggregate of Preferred Stock or Restricted Stock
        or
        (ii) such transferee is a partner, shareholder or affiliate of a party
        hereto.

      


      b. All
        notices, requests, consents and other communications hereunder shall be in
        writing and shall be delivered in person, mailed by certified or registered
        mail, return receipt requested, or sent by telecopier or telex, addressed
        as
        follows::

      


      if
        to the
        Company or any other party hereto, at the address of such party set forth
        in the
        Exchange Agreement;

      


      if
        to any
        subsequent holder of the Preferred Stock or Restricted Stock, to it at such
        address as may have been furnished to the Company in writing by such
        holder;

      


      or,
        in
        any case, at such other address or addresses as shall have been furnished
        in
        writing to the Company (in the case of a holder of Preferred Stock or Restricted
        Stock) or to the holders of Preferred Stock or Restricted Stock (in the case
        of
        the Company) in accordance with the provisions of this paragraph.

      


      c. This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Georgia.

      


      d. This
        Agreement may not be amended or modified, and no provision hereof may be
        waived,
        without the written consent of the Company and the holders of at least
        two-thirds of the outstanding shares of Restricted Stock.

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      e. This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

      


      f. The
        obligations of the Company to register shares of Restricted Stock under Sections
        2, 3 or 4 shall terminate on the tenth anniversary hereof.

       

      g. If
        requested in writing by the underwriters for the initial underwritten public
        offering of securities of the Company, each holder of Restricted Stock who
        is a
        party to this Agreement shall agree not to sell publicly any shares of
        Restricted Stock or any other shares of Common Stock (other than shares of
        Restricted Stock or other shares of Common Stock being registered in such
        offering), without the consent of such underwriters, for a period of not
        more
        than 180 days following the effective date of the registration statement
        relating to such offering; provided,
        however,
        that
        all persons entitled to registration rights with respect to shares of Common
        Stock who are not parties to this Agreement, all other persons selling shares
        of
        Common Stock in such offering, all persons holding in excess of 5% of the
        capital stock of the Company on a fully diluted basis and all executive officers
        and directors of the Company shall also have agreed not to sell publicly
        their
        Common Stock under the circumstances and pursuant to the terms set forth
        in this
        Section 11(g).

      


      h. The
        Company shall not grant to any third party any registration rights more
        favorable than any of those contained herein, so long as any of the registration
        rights under this Agreement remains in effect.

      


      i. If
        any
        provision of this Agreement shall be held to be illegal, invalid or
        unenforceable, such illegality, invalidity or unenforceability shall attach
        only
        to such provision and shall not in any manner affect or render illegal, invalid
        or unenforceable any other provision of this Agreement, and this Agreement
        shall
        be carried out as if any such illegal, invalid or unenforceable provision
        were
        not contained herein.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed by their
        respective authorized officers, as of the date first above written.

      
        	 	 	 
	 	SPEEDEMISSIONS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Richard
                Parlontieri
	 	
                
Name: Richard
                Parlontieri
	 	Title: President 


        	
              	 	 
	 	
                Address: Speedemissions,
                  Inc.

                1134
                  Senioa Road

                Suite
                  B-2

                Tyrone,
                  GA 30290

                 

                Fax: 770-306-7804

                Tel.: 770-330-6401

              
	 	 
	 	GCA STRATEGIC FUND LIMITED 
	 
 	 
 	
                 

                 

              
	 	By:  	/s/ Lewis
                N. Lester
	 	
                
Name: Lewis
                N. Lester
	 	Title: Director 


        	 	 	 
	 	
                Address: c/o
                  Prime Management Limited

                Mechanics
                  Building

                12
                  Church Street

                Hamilton
                  HM II, Bermuda

                 

                Fax: 441-295-3926

                Tel.: 441-295-0329

              




      
        
           

        

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