AMENDMENT
        NUMBER 1

      TO

      WARRANT

      


      THIS
        IS
        AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by
        and between GCA Strategic Investment Fund Limited, a Bermuda corporation
        (“GCA”)
        and Speedemissions, Inc., a Florida corporation (the “Company”), and dated
        effective as of October 14, 2005 in order to amend that certain Warrant to
        purchase 2,500,000 shares of the Company’s Common Stock dated January 21, 2004
        (the “Warrant”) and by which GCA and the Company, in consideration of the mutual
        promises contained in the Warrant and in this Amendment and other good and
        valuable consideration (the sufficiency, mutuality and adequacy of which
        are
        hereby acknowledged), hereby agree as follows:

      


      
        	 	
                1.

              	
                Amendment
                  to Exercise Price.
                  The Exercise Price, as such term is defined in the Warrant shall
                  be
                  $0.12.

              


      

      


      
        	 	
                2.

              	
                No
                  Other Effect on the Warrant.
                  Except as amended by this Amendment, the Warrant remains in full
                  force and
                  effect.

              


      

      


      
        	 	
                3.

              	
                Effective
                  Date.
                  This Amendment is effective October 14,
                  2005.

              


      

      


      
        	 	
                4.

              	
                Miscellaneous.

              


      

      


      (a) Captions;
        Certain Definitions.  Titles
        and captions of or in this Amendment are inserted only as a matter of
        convenience and for reference and in no way define, limit, extend or describe
        the scope of this Amendment or the intent of any of its provisions. The parties
        to this Amendment agree to all definitions in this statement of the parties
        to
        this Amendment. A capitalized term in this Amendment has the same meaning
        as it
        has as a capitalized term in the Warrant unless the context clearly indicates
        to
        the contrary.

      


      (b) Controlling
        Law.  This
        Amendment is governed by, and shall be construed and enforced in accordance
        with
        the laws of the State of Georgia (except the laws of that jurisdiction that
        would render such choice of laws ineffective).

      


      (c) Counterparts.  This
        Amendment may be executed in one or more counterparts (one counterpart
        reflecting the signatures of all parties), each of which shall be deemed
        to be
        an original, and it shall not be necessary in making proof of this Amendment
        or
        its terms to account for more than one of such counterparts. This Amendment
        may
        be executed by each party upon a separate copy, and one or more execution
        pages
        may be detached from a copy of this Amendment and attached to another copy
        in
        order to form one or more counterparts. 

      


       

      Signature
        Page Follows

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      DULY
        EXECUTED and delivered by GCA and the Company, as of October 14, 2005 effective
        as set forth above.

        	 	 	 
	 	 
	GCA: 	GCA
                Strategic Investment Fund Limited
	 
 	 
 	 
 
	 	By:  	/s/ Lewis
                N. Lester
	 	
                
Name:
                Lewis N. Lester
	 	Title:
                Director 


      

      
        	
              	 	 
	 	 
	Company: 	Speedemissions,
                Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Rich
                Parlontieri
	 	
                
Name:
                Rich Parlontieri
	 	Title:
                President 

    

       

      


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