EXHIBIT
      4.3

     

    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

     

    NONSTATUTORY
      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: $__________________________

     

    Vesting
      Start Date:_______________________________

     

    
      	___	
              Check
                here if Optionee is a 10% owner (so that exercise price must be 100%
                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:____________________________

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    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

     

    NONSTATUTORY
      STOCK OPTION AGREEMENT

     

    
      
        	
                Nonstatutory
                  Stock Option

              	
                This
                  Option is not 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
                  such
                  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 your
                  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. During that six-month period,
                  you may exercise that portion of your Option that was vested on
                  your date
                  of 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 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 Service. 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.

              
	 	 


         

         

        
          
             

          

          
            -2-

            
              

            

          

          
             

          

        

         

        
          	
                  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. 

              
	 	 


         

        
          
             

          

          
            -3-

            
              

            

          

          
             

          

        

         

        
          	
                  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 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 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-

          
            

          

        

        
           

          
            


          

        

      

EXHIBIT
      A

     

    SPEEDEMISSIONS,
      INC.

     

     

    Notice
      of Exercise and Common Stock Purchase Agreement

     

    THIS
      AGREEMENT is dated as of ___________, ____, between Speedemissions, Inc., a
      Florida corporation (the “Company”), and _________________
      (“Purchaser”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company and Purchaser are parties to that certain ___ Incentive ___
      Nonstatutory Stock Option Agreement dated as of ___________, ____ (the “Option
      Agreement”) pursuant to which the Purchaser has the right to purchase up to
      ______ shares of the Company’s common stock (the “Option Shares”);
      and

     

    WHEREAS,
      the Option is exercisable with respect to certain of the Option Shares as of
      the
      date hereof; and

     

    WHEREAS,
      pursuant to the Option Agreement, Purchaser desires to purchase shares of the
      Company as herein described, on the terms and conditions set forth in this
      Agreement, the Option Agreement and the Speedemissions, Inc. 2005 Omnibus Stock
      Grant and Option Plan (the “Plan”). Certain capitalized terms used in this
      Agreement are defined in the Plan.

     

    NOW,
      THEREFORE, it is agreed between the parties as follows:

     

    SECTION
      1:   PURCHASE
      OF SHARES.

     

    (a)  Pursuant
      to the terms of the Option Agreement, Purchaser hereby agrees to purchase from
      the Company and the Company agrees to sell and issue to Purchaser _________
      shares of the Company’s common stock (the “Stock”) for the Exercise Price per
      share specified in the Option Agreement payable by personal check, cashier’s
      check or money order, if permitted by the Option Agreement, as
      follows:
      _______________________________. Payment shall be delivered at the Closing,
      as
      such term is hereinafter defined.

     

    (b)  The
      closing hereunder (the “Closing”) shall occur at the offices of the Company on
      __________, ____, or such other time and place as may be designated by the
      Company (the “Closing Date”).

     

    SECTION
      2:   REPURCHASE
      OPTION

     

    All
      unvested shares of the Stock purchased by the Purchaser pursuant to this
      Agreement (sometimes referred to as the “Repurchase Option Stock”) shall be
      subject to the following option (the “Repurchase Option”):

     

    (a)  In
      the
      event the Purchaser terminates service with the Company (“Service”) for any
      reason, with or without cause, the Company may exercise the Repurchase
      Option.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    (b)  Purchaser
      understands that the Stock is being sold in order to induce Purchaser to become
      and/or remain associated with the Company and to work diligently for the success
      of the Company and that the Repurchase Option Stock will continue to vest in
      accordance with the schedule set forth in the Option Agreement. Accordingly,
      the
      Company shall have the right at any time within 90 days after the termination
      of
      Service to purchase from the Purchaser all shares of Stock purchased hereunder
      which have not vested in accordance with the terms of such vesting schedule
      in
      the Option Agreement. The purchase price for such unvested shares of Repurchase
      Option Stock shall be the Exercise Price per share paid by Purchaser for such
      shares pursuant to the Option (the “Option Price”). The purchase price shall be
      paid by certified or cashier’s check or by cancellation of any indebtedness of
      Purchaser to the Company.

     

    (c)  Nothing
      in this Agreement shall be construed as a right by purchaser to be employed
      by
      Company, or a parent or subsidiary of Company.

     

    SECTION
      3:   EXERCISE
      OF REPURCHASE OPTION

     

    The
      Repurchase Option shall be exercised by written notice signed by an officer
      of
      the Company and delivered or mailed as provided in Section 16 of this
      Agreement and to the Escrow Agent as provided in Section 16 of the Joint
      Escrow Instructions attached as Exhibit B to the Option
      Agreement.

     

    SECTION
      4:   WAIVER,
      ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

     

    If
      the
      Company waives or fails to exercise the Repurchase Option as to all of the
      shares subject thereto, the Company may, in the discretion of its Board of
      Directors, assign the Repurchase Option to any other holder or holders of
      preferred or common stock of the Company in such proportions as such Board
      of
      Directors may determine. In the event of such an assignment, the assignee shall
      pay to the Company in cash an amount equal to the fair market value of the
      Repurchase Option. The Company shall promptly, upon expiration of the 90-day
      period referred to in Section 2 above, notify Purchaser of the number of
      shares subject to the Repurchase Option assigned to such stockholders and shall
      notify both the Purchaser and the assignees of the time, place and date for
      settlement of such purchase, which must be made within 90 days from the date
      of
      cessation of continuous employment. In the event that the Company and/or such
      assignees do not elect to exercise the Repurchase Option as to all or part
      of
      the shares subject to it, the Repurchase Option shall expire as to all shares
      which the Company and/or such assignees have not elected to
      purchase.

     

    SECTION
      5:   ESCROW
      OF SHARES

     

    (a)  As
      security for Purchaser’s faithful performance of the terms of this Agreement and
      to ensure the availability for delivery of Purchaser’s shares upon exercise of
      the Repurchase Option herein provided for, Purchaser agrees at the Closing
      hereunder, to deliver to and deposit with the Escrow Agent named in the Joint
      Escrow Instructions attached to the Option Agreement as Exhibit B, the
      certificate or certificates evidencing the Option Stock subject to the
      Repurchase Option and two Assignments Separate from Certificate duly executed
      (with date and number of shares in blank) in the form attached to the Option
      Agreement as Exhibit D. Such documents are to be held by the Escrow Agent
      and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions,
      which instructions shall also be delivered to the Escrow Agent at the Closing
      hereunder.

     

    (b)  Within
      30
      days after the last day of each successive completed calendar quarter after
      the
      Closing Date, if Purchaser so requests, the Escrow Agent will deliver to
      Purchaser certificates representing so many shares of Stock as are no longer
      subject to the Repurchase Option (less such shares as have been previously
      delivered). Ninety days after cessation of Purchaser’s employment with the
      Company the Company will direct the Escrow Agent to deliver to Purchaser a
      certificate or certificates representing the number of shares not repurchased
      by
      the Company or its assignees pursuant to exercise of the Repurchase Option
      (less
      such shares as have been previously delivered).

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    SECTION
      6:   ADJUSTMENT
      OF SHARES

     

    Subject
      to the provisions of the Articles of Incorporation of the Company, if, from
      time
      to time during the term of the Repurchase Option:

     

    (a)  there
      is
      any stock dividend or liquidating dividend of cash and/or property, stock split
      or other change in the character or amount of any of the outstanding securities
      of the Company, or

     

    (b)  there
      is
      any consolidation, merger or sale of all or substantially all, of the assets
      of
      the Company,

     

    then,
      in
      such event, any and all new, substituted or additional securities or other
      property to which Purchaser is entitled by reason of Purchaser’s ownership of
      the shares shall be immediately subject to such Repurchase Option with the
      same
      force and effect as the shares of Option Stock from time to time subject to
      the
      Repurchase Option. While the total Option Price shall remain the same after
      each
      such event, the Option Price per share of Option Stock upon exercise of the
      Repurchase Option shall be appropriately and equitably adjusted as determined
      by
      the Board of Directors of the Company.

     

    SECTION
      7:   THE
      COMPANY’S RIGHT OF FIRST REFUSAL.

     

    Before
      any shares of Stock registered in the name of Purchaser and not subject to
      the
      Repurchase Option may be sold or transferred, such shares shall first be offered
      to the Company as set forth in the Option Agreement.

     

    SECTION
      8:   PURCHASER’S
      RIGHTS AFTER EXERCISE OF REPURCHASE
      OPTION OR RIGHT OF FIRST REFUSAL.

     

    If
      the
      Company makes available, at the time and place and in the amount and form
      provided in this Agreement, the consideration for the Stock to be repurchased
      in
      accordance with the provisions of Sections 2 and 7 of this Agreement, then
      from
      and after such time the person from whom such shares are to be repurchased
      shall
      no longer have any rights as a holder of such shares (other than the right
      to
      receive payment of such consideration in accordance with this Agreement). Such
      shares shall be deemed to have been repurchased in accordance with the
      applicable provisions hereof, whether or not the certificate(s) therefor have
      been delivered as required by this Agreement.

     

    SECTION
      9:   TRANSFER
      BY PURCHASER TO CERTAIN TRUSTS.

     

    Purchaser
      shall have the right to transfer all or any portion of Purchaser’s interest in
      the shares issued under this Agreement which have been delivered to Purchaser
      under the provisions of Section 5 of this Agreement, to a trust established
      by Purchaser for the benefit of Purchaser, Purchaser’s spouse or Purchaser’s
      children, without being subject to the provisions of Section 7 hereof,
      provided that the trustee on behalf of the trust shall agree in writing to
      be
      bound by the terms and conditions of this Agreement. The transferee shall
      execute a copy of Exhibit C attached to the Option Agreement and file the
      same with the Secretary of the Company.

     

    
      
         

      

      
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    SECTION
      10:   LEGEND
      OF SHARES.

     

    All
      certificates representing the Stock purchased under this Agreement shall, where
      applicable, have endorsed thereon the legends set forth in the Option Agreement
      and any other legends required by applicable securities laws.

     

    SECTION
      11:   PURCHASER’S
      INVESTMENT REPRESENTATIONS.

     

    (a)  This
      Agreement is made with Purchaser in reliance upon Purchaser’s representation to
      the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the
      Stock which Purchaser will receive will be acquired with Purchaser’s own funds
      for investment for an indefinite
      period for Purchaser’s own account, not as a nominee or agent, and not with a
      view to the sale or distribution of any part thereof, and that Purchaser has
      no
      present intention of selling, granting participation in, or otherwise
      distributing the same, but subject, nevertheless, to any requirement of law
      that
      the disposition of Purchaser’s property shall at all times
      be
      within Purchaser’s
      control. By executing this Agreement, Purchaser further represents that
      Purchaser does not have any contract, understanding or agreement with any person
      to sell, transfer, or grant participation, to such person or to any third
      person, with respect to any of the Stock.

     

    (b)  Purchaser
      understands that the Stock will not be registered or qualified under federal
      or
      state securities laws on the ground that the sale provided for in this Agreement
      is exempt from registration or qualification under federal or state securities
      laws and that the Company’s
      reliance on such exemption is predicated on Purchaser’s representations set
      forth herein.

     

    (c)  Purchaser
      agrees that in no event will Purchaser make a disposition of any of the Stock
      (including a disposition under Section 9 of this Agreement), unless and
      until
      (i) Purchaser
      shall have notified the Company of the proposed disposition and shall have
      furnished the Company with a statement of the circumstances surrounding the
      proposed disposition and
      (ii) Purchaser
      shall have furnished the Company with an opinion of counsel satisfactory to
      the
      Company to the effect that
      (A) such
      disposition will not require registration or qualification of such Stock under
      federal or state securities laws or
      (B) appropriate
      action necessary for compliance with the federal or state securities laws has
      been taken or
      (iii) the
      Company shall have waived, expressly and in writing, its rights under clauses
      (i) and (ii) of this section.

     

    (d)  With
      respect to a transaction occurring prior to such date as the Plan and Stock
      thereunder are covered by a valid Form S-8 or similar federal registration
      statement, this subsection shall apply unless the transaction is covered by
      the
      exemption in Georgia Corporation Law or a similar broad based exemption. In
      connection with the investment representations made herein, Purchaser represents
      that Purchaser is able to fend for himself or herself in the transactions
      contemplated by this Agreement, has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks of
      Purchaser’s investment, has the ability to bear the economic risks of
      Purchaser’s investment and has been furnished with and has had access to such
      information as would be made available in the form of a registration statement
      together with such additional information as is necessary to verify the accuracy
      of the information supplied and to have all questions answered by the
      Company.

     

    (e)  Purchaser
      understands that if the Company does not register with the Securities and
      Exchange Commission pursuant to Section 12 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”) or if a registration statement covering
      the Stock (or a filing pursuant to the exemption from registration under
      Regulation A of the Securities Act of 1933) under the Securities Act of 1933
      is
      not in effect when Purchaser desires to sell the Stock, Purchaser may be
      required to hold the Stock for an indeterminate period. Purchaser also
      acknowledges that Purchaser understands that any sale of the Stock which might
      be made by Purchaser in reliance upon Rule 144 under the Securities Act of
      1933
      may be made only in limited amounts in accordance with the terms and conditions
      of that Rule.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    SECTION
      12:   ASSISTANCE
      TO PURCHASER UNDER RULE 144.

     

    The
      Company covenants and agrees that
      (a) at
      all times after it first becomes subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange Act, it will use its best efforts to
      comply with the current public information requirements of Rule 144(c)(1) under
      the Securities Act of 1933, and that if prior to becoming subject to such
      reporting requirements an over-the-counter market develops for the Stock, it
      will make publicly available the information required by
      Rule 144(c)(2);
      (b) it
      will furnish Purchaser, upon request, with all information required for the
      preparation and filing of Form 144; and
      (c) it
      will on a timely basis use its best efforts to file all reports required to
      be
      filed and make all disclosures, including disclosures of materially adverse
      information, required to permit Purchaser to make the required representations
      in Form 144.

     

    SECTION
      13:   NO
      DUTY TO TRANSFER IN VIOLATION HEREUNDER.

     

    The
      Company shall not be required (a) to transfer on its books any shares of
      Stock of the Company which shall have been sold or transferred in violation
      of
      any of the provisions set forth in this Agreement or (b) to treat as owner
      of such shares or to accord the right to vote as such owner or to pay dividends
      to any transferee to whom such shares shall have been so
      transferred.

     

    SECTION
      14:   RIGHTS
      OF PURCHASER.

     

    Except
      as
      otherwise provided herein, Purchaser shall, during the term of this Agreement,
      exercise all rights and privileges of a stockholder of the Company with respect
      to the Stock.

     

    SECTION
      15:   OTHER
      NECESSARY ACTIONS.

     

    The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    SECTION
      16:   NOTICE.

     

    Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon the earliest of personal delivery, receipt or
      the
      third full day following deposit in the United States Post Office with postage
      and fees prepaid, addressed to the other party hereto at the address last known
      or at such other address as such party may designate by 10 days’ advance written
      notice to the other party hereto.

     

    SECTION
      17:   SUCCESSORS
      AND ASSIGNS.

     

    This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser and Purchaser’s heirs, executors, administrators,
      successors and assigns. The failure of the Company in any instance to exercise
      the Repurchase Option or rights of first offer described herein shall not
      constitute a waiver of any other Repurchase Option or right of first offer
      that
      may subsequently arise under the provisions of this Agreement. No waiver of
      any
      breach or condition of this Agreement shall be deemed to be a waiver of any
      other or subsequent breach or condition, whether of a like or different
      nature.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    SECTION
      18:   APPLICABLE
      LAW.

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Georgia, as such laws are applied to contracts entered into and
      performed in such state.

     

    SECTION
      19:   NO
      STATE QUALIFICATION.

     

    THE
      SALE
      OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
      WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF GEORGIA AND THE ISSUANCE
      OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
      THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
      IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
      ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
      SALE IS SO EXEMPT.

     

    SECTION
      20:   NO
      ORAL MODIFICATION.

     

    No
      modification of this Agreement shall be valid unless made in writing and signed
      by the parties hereto.

     

    SECTION
      21:   ENTIRE
      AGREEMENT.

     

    This
      Agreement and the Option Agreement constitute the entire complete and final
      agreement between the parties hereto with regard to the subject matter
      hereof.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	Speedemissions,
              Inc.,	 	
              Purchaser

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                     

            	 	        

	By:	
                 

            	 	 
	Its:	
               

            	 	 
	 	 	 	 


    

    


    

      
        
           

        

        
          -6-

          
            

          

        

        
           

          
            


          

        

      

EXHIBIT B

    Joint
      Escrow Instructions

     

    _________,
      _____

     

    


    


    Secretary

    _____________________

     

    Dear
      Sir
      or Madam:

     

    As
      Escrow
      Agent for both Speedemissions, Inc., a Florida corporation (the “Company”), and
      ___________________ (“Purchaser”), you are hereby authorized and directed to
      hold the documents delivered to you pursuant to the terms of that certain Common
      Stock Purchase Agreement (the “Agreement”) of even date herewith, to which a
      copy of these Joint Escrow Instructions is attached as Exhibit B to a certain
      Stock Option dated ________ (“Option Agreement”), in accordance with the
      following instructions:

     

    1.  In
      the
      event the Company shall elect to exercise the Repurchase Option set forth in
      the
      Agreement, the Company shall give to Purchaser and you a written notice as
      provided in the Agreement. Purchaser and the Company hereby irrevocably
      authorize and direct you to close the transaction contemplated by such notice,
      including prompt delivery of stock certificates.

     

    2.  At
      the
      closing, you are directed (a) to date the stock assignment form or forms
      necessary for the transfer in question, (b) to fill in the number of shares
      being transferred, and (c) to deliver same, together with the certificate or
      certificates evidencing the shares to be transferred, to the Company against
      the
      simultaneous delivery to you of the purchase price (by certified or bank
      cashier’s check) for the number of shares being purchased pursuant to the
      exercise of the Repurchase Option.

     

    3.  Purchaser
      irrevocably authorizes the Company to deposit with you any certificates
      evidencing shares to be held by you hereunder and any additions and
      substitutions to said shares as defined in the Agreement. Purchaser does hereby
      irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent
      for the term of this escrow to execute with respect to such securities all
      documents necessary or appropriate to make such securities negotiable and to
      complete any transaction herein contemplated. Subject to the provisions of
      this
      Section 3, Purchaser shall exercise all rights and privileges, including
      but not limited to, the right to vote and to receive dividends (if any), of
      a
      stockholder of the Company while the shares are held by you.

     

    4.  In
      accordance with the terms of Section 5 of the Agreement, you may from time
      to time deliver to Purchaser a certificate or certificates representing so
      many
      shares as are no longer subject to the Repurchase Option.

     

    5.  This
      escrow shall terminate upon the release of all shares held under the terms
      and
      provisions hereof.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    6.  If
      at the
      time of termination of this escrow you should have in your possession any
      documents, securities or other property belonging to Purchaser, you shall
      deliver all of same to Purchaser and shall be discharged from all further
      obligations hereunder.

     

    7.  Your
      duties hereunder may be altered, amended, modified or revoked only by a writing
      signed by all of the parties hereto.

     

    8.  You
      shall
      be obligated only for the performance of such duties as are specifically set
      forth herein and may rely and shall be protected in relying or refraining from
      acting on any instrument reasonably believed by you to be genuine and to have
      been signed or presented by the proper party or parties. You shall not be
      personally liable for any act you may do or omit to do hereunder as Escrow
      Agent
      or as attorney-in-fact of Purchaser while acting in good faith and in the
      exercise of your own good judgment, and any act done or omitted by you pursuant
      to the advice of your own attorneys shall be conclusive evidence of such good
      faith.

     

    9.  You
      are
      hereby expressly authorized to disregard any and all warnings given by any
      of
      the parties hereto or by any other person or corporation, excepting only orders
      or process of courts of law, and are hereby expressly authorized to comply
      with
      and obey orders, judgments or decrees of any court. In case you obey or comply
      with any such order, judgment or decree of any court, you shall not be liable
      to
      any of the parties hereto or to any other person, firm or corporation by reason
      of such compliance, notwithstanding any such order, judgment or decree being
      subsequently reversed, modified, annulled, set aside, vacated or found to have
      been entered without jurisdiction.

     

    10.  You
      shall
      not be liable in any respect on account of the identity, authority or rights
      of
      the parties executing or delivering or purporting to execute or deliver the
      Agreement or any documents or papers deposited or called for
      hereunder.

     

    11.  You
      shall
      not be liable for the outlawing of any rights under any statute of limitations
      with respect to these Joint Escrow Instructions or any documents deposited
      with
      you.

     

    12.  You
      shall
      be entitled to employ such legal counsel and other experts as you may deem
      necessary properly to advise you in connection with your obligations hereunder
      and may rely upon the advice of such counsel.

     

    13.  Your
      responsibilities as Escrow Agent hereunder shall terminate if you shall cease
      to
      be Secretary of the Company or if you shall resign by written notice of each
      party. In the event of any such termination, the Company shall appoint any
      officer of the Company as successor Escrow Agent.

     

    14.  If
      you
      reasonably require other or further instruments in connection with these Joint
      Escrow Instructions or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    15.  It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the securities held by you hereunder,
      you are authorized and directed to retain in your possession without liability
      to anyone all or any part of said securities until such dispute shall have
      been
      settled either by mutual written agreement of the parties concerned or by a
      final order, decree or judgment of a court of competent jurisdiction after
      the
      time for appeal has expired and no appeal has been perfected, but you shall
      be
      under no duty whatsoever to institute or defend any such
      proceedings.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    16.  Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States Post Office, by registered or certified mail with postage and fees
      prepaid, addressed to each of the other parties thereunto entitled.

     

    17.  By
      signing these Joint Escrow Instructions, you become a party hereto only for
      the
      purpose of said Joint Escrow Instructions; you do not become a party to the
      Agreement.

     

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

     

    19.  This
      instrument shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    


    Very
      truly yours,

     

    Speedemissions,
      Inc.

     

    By:

      
        

      

    

     

    
       

      
        	ESCROW AGENT:	 	PURCHASER:
	 	 	 
	   
                	 	     


      

    

         

     

    


    

      
        
           

        

        
          -3-

          
            

          

        

        
           

          
            


          

        

      

EXHIBIT C

     

    Acknowledgment
      of and Agreement to be Bound

     

    By
      the Notice of Exercise and Common Stock Purchase Agreement
      of

     

    SPEEDEMISSIONS,
      INC.

     

    The
      undersigned, as transferee of shares of Speedemissions, Inc., a Florida
      corporation, hereby acknowledges that he or she has read and reviewed the terms
      of the Notice of Exercise and Common Stock Purchase Agreement of Speedemissions,
      Inc. and hereby agrees to be bound by the terms and conditions thereof, as
      if
      the undersigned had executed said Agreement as an original party
      thereto.

     

    Dated:
      ____________________, ____.

     

    By:

      
        

      

    

    



    
      
         

      

      
        -1-

        
          

        

      

      
         

        
          


        

      

    


    EXHIBIT D

     

    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE
      RECEIVED _________________________________ hereby sells, assigns and transfers
      unto _________________________ ________________________ (________) shares of
      the
      Common Stock of Speedemissions, Inc. (the “Company”), standing in __________
      name on the books of the Company represented by Certificate No. ___________
      herewith and hereby irrevocably constitutes and appoints ________________
      Attorney to transfer said stock on the books of the Company with full power
      of
      substitution in the premises.

     

    Dated:
      ____________________, ____.

     

     

    
      
         

      

        -1-