AMENDMENT
        NUMBER 1

      TO

      WARRANT

      


      THIS
        IS
        AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by
        and between Barron Partners LP (“Barron”) and Speedemissions, Inc., a Florida
        corporation (the “Company”), and dated effective as of October 14, 2005 in order
        to amend that certain Common Stock Purchase Warrant “B” to purchase 19,659,346
        shares of the Company’s Common Stock dated June 30, 2005 (the “Warrant”) and by
        which Barron 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.  	
                Section
                  6 of the Warrant is restated as
                  follows:

              


      

      


      6. Maximum
        Exercise.
        The
        Warrant Holder shall not be entitled to exercise this Warrant
        on a Date of Exercise in connection with that number of shares of Common
        Stock
        which would be in excess of the sum of (i) the number of shares of Common
        Stock
        beneficially owned by the Warrant Holder and its affiliates on an exercise
        date,
        and (ii) the number of shares of Common Stock issuable upon the exercise
        of this
        Warrant with respect to which the determination of this limitation is being
        made
        on an exercise date, which would result in beneficial ownership by the Warrant
        Holder and its affiliates of more than 4.9% of the outstanding shares of
        Common
        Stock on such date. This Section 6 may be waived or amended only with the
        consent of the Holder and the consent of holders of a majority of the shares
        of
        outstanding Common Stock of the Company who are not Affiliates. For the purposes
        of the immediately preceding sentence, the term “Affiliate” shall mean any
        person: (a) that directly, or indirectly through one or more intermediaries,
        controls, or is controlled by, or is under common control with, the Company;
        or
        (b) who beneficially owns (i) any shares of the Company’s Series A Convertible
        Preferred Stock, (ii) the Company’s Common Stock Purchase Warrant dated October
        14, 2005, or (iii) this Warrant. For the purposes of the immediately preceding
        sentence, beneficial ownership shall be determined in accordance with Section
        13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
        13d-3
        thereunder.

      


      
        	3.  	
                Section
                  9 of the Warrant is restated as
                  follows:

              


      

      


      9. Sale
        or Merger of the Company.
        Upon a
        Change in Control, the restriction contained in Section 6 shall immediately
        be
        released and the Warrant Holder will have the right to exercise this Warrant
        concurrently with such Change in Control event. For purposes of this Warrant,
        the term “Change in Control” shall mean a consolidation or merger of the Company
        with or into another company or entity in which the Company is not the surviving
        entity or the sale of all or substantially all of the assets of the Company
        to
        another company or entity not controlled by the then existing stockholders
        of
        the Company in a transaction or series of transactions.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	4.  	
                No
                  Other Effect on the Warrant.
                  Except as amended by this Amendment, the Warrant remains in full
                  force and
                  effect.

              


      

      


      
        	5.  	
                Effective
                  Date.
                  This Amendment is effective October 14,
                  2005.

              


      

      


      
        	6.  	
                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 New York (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

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

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

      
        
          	 	 	 
	 	 	 
	Barron: 	Barron
                  Partners LP
	 
 	 
 	 
 
	 	By:  	/s/ 
                  Andrew Barron Worden
	 	
                  
Name:
                  Andrew Barron Worden
	 	Title:
                  Managing Partner 


        

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


        



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