EXHIBIT
      4.2

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
      AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
      OF
      FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
      FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

     

    SPEEDEMISSIONS,
      INC.

    2005
      Omnibus Stock Grant and Option Plan

     

    INCENTIVE
      STOCK OPTION AGREEMENT

     

    Speedemissions,
      Inc. (the “Company”), hereby grants an Option to purchase shares of its common
      stock (“Shares”) to the Optionee named below. The terms and conditions of the
      Option are set forth in this cover sheet, in the attachment and in the Company’s
      2005 Omnibus Stock Grant and Option Plan (the “Plan”).

     

    Date
      of
      Grant:_____________________________

     

    Name
      of
      Optionee:_____________________________

     

    Optionee’s
      Social Security Number:_______________________________

     

    Number
      of
      Shares Covered by Option:_____________________________

     

    Exercise
      Price per Share: $_______________________

    [must
      be
      at least 100% fair market value on Date of Grant]

     

    Vesting
      Start Date:______________________

     

    
      	
              ___

            	
              Check
                here if Optionee is a 10% owner (so that exercise price must be 110%
                of
                fair market value).

            


    

     

    By
      signing this cover sheet, you agree to all of the terms and conditions described
      in the attached Agreement and in the Plan, a copy of which is also
      attached.

     

    Optionee:______________________________________

    (Signature)

     

    Company:______________________________________

    (Signature)

     

    Title:____________________________

     

     

    
      
         

      

      
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    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
      AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
      OF
      FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
      FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

     

    


    SPEEDEMISSIONS,
      INC.

    2005
      Omnibus Stock Grant and Option Plan

     

    INCENTIVE
      STOCK OPTION AGREEMENT

    


     

    
      
        	
                Incentive
                  Stock Option

              	
                This
                  Option is intended to be an incentive stock option under section
                  422 of
                  the Internal Revenue Code and will be interpreted
                  accordingly.

              
	
                 

              	
                 

              
	
                Vesting

              	
                No
                  Shares will vest until you have performed _________ (____) months
                  of
                  Service from the commencement of your employment with the Company.
                  Your
                  Option shall vest as to ________ of the Shares on the date _______
                  (____)
                  months from the Vesting Start Date as shown on the cover sheet.
                  Thereafter, Shares shall vest at the rate of _______ of the Shares
                  at the
                  end of each full month thereafter. After you have completed _________
                  (____) months of Service, the number of Shares which vest under
                  this
                  Option at the Exercise Price shall be equal to the product of the
                  number
                  of full months of your continuous employment with the Company (“Service”)
                  (including any approved leaves of absence) from the Vesting Start
                  Date
                  times the number of Shares covered by this Option times ________.
                  The
                  resulting number of Shares will be rounded to the nearest whole
                  number. No
                  additional Shares will vest after your Service has terminated for
                  any
                  reason.

                 

                You
                  should note that you may exercise the Option prior to vesting.
                  In that
                  case, the Company has a right to repurchase the unvested shares
                  at the
                  original exercise price if you terminate employment before vesting
                  in all
                  shares you purchased. Also, if you exercise before vesting, you
                  should
                  consider making an 83(b) election. Please see the attached Tax
                  Summary.
                  The
                  83(b) election must be filed within 30 days of the date you
                  exercise.

              
	 	 
	
                Term

              	
                Your
                  Option will expire in any event at the close of business at Company
                  headquarters on the day before the tenth anniversary of the Date
                  of Grant,
                  as shown on the cover sheet. (It will expire earlier if your Service
                  terminates, as described below.)

              
	 	 
	
                Regular
                  Termination

              	
                If
                  your Service terminates for any reason except death, Disability
                  or for
                  “Cause,” your Option will expire at the close of business at Company
                  headquarters on the 30th day after your termination date. During
                  that
                  30-day period, you may exercise that portion of your Option that
                  was
                  vested on your termination date.

              
	 	 
	
                Death

              	
                If
                  you die while in Service with the Company, your Option will expire
                  at the
                  close of business at Company headquarters on the date six months
                  after the
                  date of death. During that six-month period, your estate or heirs
                  may
                  exercise that portion of your Option that was vested on the date
                  of
                  death.

              
	 	 
	
                Disability

              	
                If
                  your Service terminates because of your Disability, your Option
                  will
                  expire at the close of business at Company headquarters on the
                  date
                  six months after your termination date. (However, if your Disability
                  is not expected to result in death or to last for a continuous
                  period of
                  at least 12 months, your Option will be eligible for ISO tax treatment
                  only if it is exercised within three months following the termination
                  of
                  your Service.) During that six-month period, you may exercise that
                  portion
                  of your Option that was vested on the date of your
                  Disability.

                 

                “Disability”
                  means that you are unable to engage in any substantial gainful
                  activity by
                  reason of any medically determinable physical or mental
                  impairment.

              
	 	 
	
                Leaves
                  of Absence

              	
                For
                  purposes of this Option, your Service does not terminate when you
                  go on a
                  bona
                  fide
                  leave of absence that was approved by the Company in writing, if
                  the terms
                  of the leave provide for continued service crediting, or when continued
                  service crediting is required by applicable law. However, your
                  Service
                  will be treated as terminating 30 days after you went on leave,
                  unless
                  your right to return to active work is guaranteed by law or by
                  a contract.
                  Your Service terminates in any event when the approved leave ends
                  unless
                  you immediately return to active work. The Company determines which
                  leaves
                  count for this purpose, and when your Service terminates for all
                  purposes
                  under the Plan. The Company also determines the extent to which
                  you may
                  exercise the vested portion of your Option during a leave of
                  absence.

              
	 	 
	
                Notice
                  of Exercise

              	
                When
                  you wish to exercise this Option, you must execute Exhibit
                  A
                  (and, if exercise is prior to vesting, you must also execute Exhibits
                  B and D).
                  Your exercise will be effective when it is received by the Company.
                  If
                  someone else wants to exercise this Option after your death, that
                  person
                  must prove to the Company’s satisfaction that he or she is entitled to do
                  so.

              


      

       

       

      
        
           

        

        
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                  Form
                    of Payment

                	
                  When
                    you submit Exhibit
                    A,
                    you must include payment of the Exercise Price for the Shares
                    you are
                    purchasing. Payment may be made in one (or a combination) of
                    the following
                    forms at the discretion of the
                    committee:

                


        

        
           

          
            	
                  	·	
                    Your
                      personal check, a cashier’s check or a money
                      order.

                  


          

           

          
            	
                  	·	
                    Shares
                      which you have owned for six months and which are surrendered
                      to the
                      Company. The value of the Shares, determined as of the effective
                      date of
                      the Option exercise, will be applied to the Exercise
                      Price.

                  


          

           

          
            	
                  	·	
                    To
                      the extent that a public market for the Shares exists as determined
                      by the
                      Company, by delivery (on a form prescribed by the Committee)
                      of an
                      irrevocable direction to a securities broker to sell Shares
                      and to deliver
                      all or part of the sale proceeds to the Company in payment
                      of the
                      aggregate Exercise Price.

                  


          

           

          
            	
                  	·	
                    Any
                      other form of legal consideration approved by the
                      Committee.

                  


          

        

         

        
          	
                  Withholding
                    Taxes

                	
                  You
                    will not be allowed to exercise this Option unless you make acceptable
                    arrangements to pay any withholding or other taxes that may be
                    due as a
                    result of the Option exercise or the sale of Shares acquired
                    upon exercise
                    of this Option.

                
	 	 
	
                  Restrictions
                    on Resale 

                	
                  By
                    signing this Agreement, you agree not to exercise this Option
                    or sell any
                    Shares acquired upon exercise of this Option at a time when applicable
                    laws, regulations or Company or underwriter trading policies
                    prohibit
                    exercise or sale. In particular, the Company shall have the right
                    to
                    designate one or more periods of time, each of which shall not
                    exceed 180
                    days in length, during which this Option shall not be exercisable
                    if the
                    Company determines (in its sole discretion) that such limitation
                    on
                    exercise could in any way facilitate a lessening of any restriction
                    on
                    transfer pursuant to the Securities Act or any state securities
                    laws with
                    respect to any issuance of securities by the Company, facilitate
                    the
                    registration or qualification of any securities by the Company
                    under the
                    Securities Act or any state securities laws, or facilitate the
                    perfection
                    of any exemption from the registration or qualification requirements
                    of
                    the Securities Act or any applicable state securities laws for
                    the
                    issuance or transfer of any securities. Such limitation on exercise
                    shall
                    not alter the vesting schedule set forth in this Agreement other
                    than to
                    limit the periods during which this Option shall be
                    exercisable.

                   

                  Furthermore,
                    in respect of any underwritten public offering by the Company,
                    you agree
                    that you will not sell or otherwise transfer or dispose of any
                    Shares
                    covered by this Option during a reasonable and customary period
                    of time as
                    agreed to by the Company and the underwriters, not to exceed
                    the greater
                    of (a) 180 days following the effective date of the registration
                    statement
                    of the Company filed under the Securities Act in respect of such
                    offering
                    and (b) such other period of time as agreed to by holders of
                    a majority of
                    the then outstanding Shares. By signing this Agreement you agree
                    to
                    execute and deliver such other agreements as may be reasonably
                    requested
                    by the Company or the underwriter which are consistent with the
                    foregoing
                    or which are necessary to give further effect thereto. The Company
                    may
                    impose stop-transfer instructions with respect to the Shares
                    subject to
                    the foregoing restriction until the end of such period.

                   

                  If
                    the sale of Shares under the Plan is not registered under the
                    Securities
                    Act of 1933, as amended (the “Securities Act”), but an exemption is
                    available which requires an investment or other representation,
                    you shall
                    represent and agree at the time of exercise that the Shares being
                    acquired
                    upon exercise of this Option are being acquired for investment,
                    and not
                    with a view to the sale or distribution thereof, and shall make
                    such other
                    representations as are deemed necessary or appropriate by the
                    Company and
                    its counsel. 

                
	 	 
	
                  The
                    Company’s Right of First Refusal

                	
                  In
                    the event that you propose to sell, pledge or otherwise transfer
                    to a
                    third party any Shares acquired under this Agreement, or any
                    interest in
                    such Shares, the Company shall have the “Right of First Refusal” with
                    respect to all (and not less than all) of such Shares. If you
                    desire to
                    transfer Shares acquired under this Agreement, you must give
                    a written
                    “Transfer Notice” to the Company describing fully the proposed transfer,
                    including the number of Shares proposed to be transferred, the
                    proposed
                    transfer price and the name and address of the proposed transferee.
                    The
                    Transfer Notice shall be signed both by you and by the proposed
                    transferee
                    and must constitute a binding commitment of both parties to the
                    transfer
                    of the Shares.

                   

                  The
                    Company and its assignees shall have the right to purchase all,
                    and not
                    less than all, of the Shares on the terms described in the Transfer
                    Notice
                    (subject, however, to any change in such terms permitted in the
                    next
                    paragraph) by delivery of a Notice of Exercise of the Right of
                    First
                    Refusal within 30 days after the date when the Transfer Notice
                    was
                    received by the Company. The Company’s rights under this Subsection shall
                    be freely assignable, in whole or in part.

                   

                  If
                    the Company fails to exercise its Right of First Refusal within
                    30 days
                    after the date when it received the Transfer Notice, you may,
                    not later
                    than 60 days following receipt of the Transfer Notice by the
                    Company,
                    conclude a transfer of the Shares subject to the Transfer Notice
                    on the
                    terms and conditions described in the Transfer Notice. Any proposed
                    transfer on terms and conditions different from those described
                    in the
                    Transfer Notice, as well as any subsequent proposed transfer
                    by you, shall
                    again be subject to the Right of First Refusal and shall require
                    compliance with the procedure described in the paragraph above.
                    If the
                    Company exercises its Right of First Refusal, you and the Company
                    (or its
                    assignees) shall consummate the sale of the Shares on the terms
                    set forth
                    in the Transfer Notice.

                   

                  The
                    Company’s Right of First Refusal shall inure to the benefit of its
                    successors and assigns and shall be binding upon any transferee
                    of the
                    Shares.

                


           

           

          
            
               

            

            
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                    Right
                      of Repurchase

                  	
                    Following
                      termination of your Service for any reason, the Company shall
                      have the
                      right to purchase all of those vested Shares that you have
                      or will acquire
                      under this Option (unvested Shares which have been exercised
                      are subject
                      to a Repurchase Option set forth in Exhibit
                      A).
                      If the Company fails to provide you with written notice of
                      its intention
                      to purchase such Shares before or within 30 days of the date
                      the Company
                      receives written notice from you of your termination of Service,
                      the
                      Company’s right to purchase such Shares shall terminate. If the Company
                      exercises its right to purchase such Shares, the Company will
                      consummate
                      the purchase of such Shares within 60 days of the date of its
                      written
                      notice to you. The purchase price for any Shares repurchased
                      shall be the
                      higher of the fair market value of the Shares on the date of
                      purchase or
                      the aggregate Exercise Price for such Shares and shall be paid
                      in cash.
                      The Company’s right of repurchase shall terminate in the event that Stock
                      is listed on an established stock exchange or is quoted regularly
                      on the
                      Nasdaq National Market. The fair market value shall be determined
                      by the
                      Board of Directors in its sole discretion.

                  
	 	 
	
                    Transfer
                      of Option

                  	
                    Prior
                      to your death, only you may exercise this Option. You cannot
                      transfer or
                      assign this Option. For instance, you may not sell this Option
                      or use it
                      as security for a loan. If you attempt to do any of these things,
                      this
                      Option will immediately become invalid. You may, however, dispose
                      of this
                      Option in your will.

                  
	 	 
	
                    
                    

                  	
                    Regardless
                      of any marital property settlement agreement, the Company is
                      not obligated
                      to honor a Notice of Exercise from your spouse or former spouse,
                      nor is
                      the Company obligated to recognize such individual’s interest in your
                      Option in any other way.

                  
	 	 
	
                    Retention
                      Rights

                  	
                    This
                      Agreement does not give you the right to be retained by the
                      Company in any
                      capacity. The Company reserves the right to terminate your
                      Service at any
                      time and for any reason.

                  
	 	 
	
                    Shareholder
                      Rights

                  	
                    Neither
                      you, nor your estate or heirs, have any rights as a shareholder
                      of the
                      Company until a certificate for the Shares acquired upon exercise
                      of this
                      Option has been issued. No adjustments are made for dividends
                      or other
                      rights if the applicable record date occurs before your stock
                      certificate
                      is issued, except as described in the Plan.

                  
	 	 
	
                    Adjustments

                  	
                    In
                      the event of a stock split, a stock dividend or a similar change
                      in the
                      Company’s Stock, the number of Shares covered by this Option and the
                      Exercise Price per share may be adjusted pursuant to the Plan.
                      Your Option
                      shall be subject to the terms of the agreement of merger, liquidation
                      or
                      reorganization in the event the Company is subject to such
                      corporate
                      activity.

                  
	 	 
	
                    Legends

                  	
                    All
                      certificates representing the Shares issued upon exercise of
                      this Option
                      shall, where applicable, have endorsed thereon the following
                      legends:

                     

                    “THE
                      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
                      RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                      SET FORTH IN
                      AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                      OR SUCH
                      HOLDER’S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER
                      RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY
                      (OR ITS
                      ASSIGNS) UPON THE SALE OF THE SHARES OR UPON TERMINATION OF
                      SERVICE WITH
                      THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
                      OFFICE
                      OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO
                      THE SECRETARY
                      OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                      CERTIFICATE.

                  
	 	 
	
                  	
                    THE
                      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                      UNDER
                      THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE,
                      AND MAY
                      BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT
                      TO THE
                      RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR
                      IF THE COMPANY
                      IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
                      AND ITS
                      COUNSEL, THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL
                      AND STATE
                      SECURITIES LAWS IS NOT REQUIRED.”

                  
	 	 
	
                    Applicable
                      Law

                  	
                    This
                      Agreement will be interpreted and enforced under the laws of
                      the State of
                      Georgia (without regard to their choice of law
                      provisions).

                  
	 	 
	
                    The
                      Plan and Other Agreements

                  	
                    The
                      text of the Plan is incorporated in this Agreement by reference.
                      Certain
                      capitalized terms used in this Agreement are defined in the
                      Plan.

                     

                    This
                      Agreement, including its attachments, and the Plan constitute
                      the entire
                      understanding between you and the Company regarding this Option.
                      Any prior
                      agreements, commitments or negotiations concerning this Option
                      are
                      superseded.

                  


          

        

      

    

    


    By
      signing the cover sheet of this Agreement, you agree to all of the terms and
      conditions described above and in the Plan. You also acknowledge that you have
      read Section 11, “Purchaser’s Investment Representations” of Attachment A and
      that you can and hereby do make the same representations with respect to the
      grant of this Option.

     

    
      
         

      

        -4-