ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of 12:01 a.m. on December 30, 2004 (the " Effective Time "), by and between SPEEDEMISSIONS, INC., a Georgia corporation maintaining an address at 1029 Peachtree Parkway North, Suite 310, Peachtree City, Georgia 30269 (the " Purchaser "),and State Inspection of Texas, Inc. (“the Seller”) a company organized and existing under the laws of the State of Texas, maintaining business offices, at 5433 Westheimer Road, Houston, Texas, (" Seller ") and Debra Price(the " Shareholder ") (hereinafter the Seller and the Shareholder are sometimes referred to, individually as a " Seller Party " and collectively as the " Seller Parties ").

Seller is in the business of providing vehicle emissions testing, vehicle safety inspections and oil change services (the " Business "), and the Shareholder is the owner of all of the capital stock in Seller. Purchaser has recently acquired from Seller, its Atlanta, Georgia based mobile vehicle emissions testing services business. This Agreement sets forth the terms and conditions upon which Purchaser is acquiring from Seller, and Seller is selling and delivering to Purchaser.

I n consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, the Shareholder and Purchaser hereby mutually agree as follows:

1.    SALE AND TRANSFER OF ASSETS; CLOSING .

1.1.    Assets . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Sellers’ right, title, and interest in and to certain of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located as specifically set forth on Exhibit A (the " Assets "), but excluding the Excluded Assets (hereinafter defined). Notwithstanding anything herein to the contrary, the transfer of the Assets pursuant to this Agreement will remain subject to the Security Interest presently held by Global Capital Funding Group, L.P.

1.2.    Excluded Assets . Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the " Excluded Assets ") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Effective Time.

1.2.1    all minute books, stock records and corporate seals;

1.2.2    any equity securities of Seller held in treasury;

1.2.3    all personnel records and other records that Seller is required by law to retain in its possession;

1.2.4    all rights in connection with and assets of any employee benefit plans maintained by Seller;

1.2.5    cash and bank deposits of Seller as of the Effective Time;

1.2.6    all rights of Seller under this Agreement; and

1.2.7    all assets, if any, specifically set forth on Schedule 1.2 .

1.3.    Consideration . The consideration for the Assets (the " Purchase Price ") will be One Million Two Hundred Eighty Five Thousand Dollars ($1,285,000.00) to be paid pursuant to the terms of that certain Promissory Note attached hereto as Exhibit B.

1.4.    Liabilities . At the Closing, Purchaser shall assume and agree to discharge only the obligations of Seller including the Seller’s liabilities to Global Capital Funding Group , as hereinafter defined (the " Assumed Liabilities "). Except for the Assumed Liabilities, Purchaser shall not assume any Liabilities of Seller or the Shareholder; and Seller shall pay, perform and discharge all of such Liabilities in accordance with their terms. For purposes of this Agreement, the term " Liabilities " means any existing or future liability, obligation, debt, account payable, lease obligation, contract, agreement, duty or commitment of Seller or Shareholder of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of Seller or the Shareholder.

1.5.    Allocation . Seller and Purchaser agree that the allocation (the " Purchase Price Allocation ") of the Purchase Price among the Assets shall be as set forth on Schedule 1.5 .

1.6.    Closing . The closing (the " Closing ") of the transactions contemplated by this Agreement (the " Contemplated Transactions ") shall take place contemporaneously with the execution of this Agreement in the offices of the Purchaser. At the Closing the parties shall deliver the following documents:

1.6.1       Selling Parties' Deliveries at the Closing . Seller and the Shareholder shall deliver to Purchaser at the Closing the following items:

1.6.2             Purchaser's Deliveries at the Closing . Purchaser shall deliver to Seller at the Closing, the following items:

2.    REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES . The Seller Parties, jointly and severally, represent and warrant to Purchaser as follows, which representations and warranties shall survive the consummation of the Contemplated Transactions:

2.1.    Organization; Power; Authority . Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller has the corporate power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Shareholder has the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller and Shareholder, enforceable in accordance with their respective terms.

2.2.    No Conflict or Violation; Approvals . The execution, delivery and performance of this Agreement and the Contemplated Transactions will not (a) violate or conflict with Seller’s articles of incorporation or by-laws; (b) cause a breach of, or a default under, or create any right for any party to accelerate, terminate, modify or require notice under or cancel, any contract, permit, authorization or concession that Seller or the Shareholder is a party or by which any of the Assets are bound; (c) violate by Seller or Shareholder any law, rule, regulation, constitution, injunction, judgment, order, decree, ruling or other restriction of any government, government agency or court; or (d) impose any encumbrance, restriction or charge on the Business or on any of the Assets. No consent, approval or authorization of, or declaration, filing or registration with, any authority, or any other person or entity, is required to be made or obtained by Seller or Shareholder in connection with the execution, delivery and performance of the Agreement and the Contemplated Transactions, except as have been received by Seller or Shareholder prior to the Closing.

2.3.    Capitalization . The Shareholder owns 100% of the outstanding capital stock of Seller free and clear of all encumbrances. No other person has a contract right, whether by issuance, sale, transfer, or otherwise to any capital stock of Seller. Seller has no subsidiaries.

2.4.    Financial Statements . Seller has delivered to the Purchaser complete and correct copies of unaudited financial statements of Seller for the period ended as of November 30, 2004 (the " Financial Statements "). The Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods indicated; are consistent with the books and records of the Business; and present fairly the financial condition and results of operations of the Business as of the date thereof and the period then ended. There has not been any change in the assets, liabilities, financial condition or operations of Seller from that reflected in the Financial Statement for the period ending November 30, 2004 (the " Current Financial Statement "), except changes in the ordinary course of business that have not been, individually or in the aggregate, materially adverse. Except to the extent reflected or reserved against or noted in the Current Financial Statement, Seller had, as of the date thereof, no material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, including without limitation tax liabilities, whether incurred in respect to or measured by Seller’s income for any period prior to the date of such Current Financial Statement, or arising out of transactions entered into, or any set of facts existing prior thereto. There exists no basis for the assertion against Seller or the Business as of the date hereof or as of the date of the Current Financial Statement, of any material liability of any nature or in any amount not fully reflected or reserved against or noted in the Current Financial Statement.

2.5.    Title . Seller has good and marketable title to all of the Assets, free and clear of all liens, assignments, security interests, claims, mortgages, encumbrances or charges of any kind or nature (" Liens "). As of the Effective Time, Purchaser shall acquire good and marketable title to all of the Assets free and clear of all Liens. The Assets constitute all of the assets (tangible and intangible, and including, but not limited to, all intellectual property assets) necessary to operate the Business in the manner presently operated by Sellers and each of the Assets and the Premises is in good operating condition and repair, normal wear and tear excepted. Without limitation the Assets include all of Seller’s right, title, and interest in and to the following (in each case except for the Excluded Assets), wherever located:

2.5.1    All of Seller’s emissions testing, oil change and safety inspection equipment (collectively, the " Equipment "), including, without limitation, the Equipment disclosed in Schedule 2.5.1 .

2.5.2    All inventories of Seller and all goods and supplies, in each case to the extent used directly or indirectly in or otherwise relating primarily to the Business (the " Inventory "). All items included in the Inventory consist of a quality and quantity usable and, with respect to finished goods, saleable, in the ordinary course of business of Seller except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial Statements, as the case may be.

     2.6 Material Contracts . Seller is not a party to any contract under which Seller paid (a) $10,000 or more during the 12 month period ending November 30, 2004, (b) received $10,000 or more during the 12 month period ending November 30, 2004, or (c) would, absent this Agreement and the Contemplated Transactions, reasonably expect to pay or receive $10,000 or more for the 12 month period immediately following the Effective Time. Neither the Seller nor the Shareholder is subject to any contract: (i) that contains covenants limiting the freedom of Seller or the Shareholder to compete in any line of business in any geographic area; (ii) that requires Seller to share any profits, or requires any payments or other distributions based on profits, revenues or cash flows; (iii) pursuant to which third parties have been provided with products that can be returned to Seller in the event they are not sold and which could involve products valued at $10,000 or more (invoice price) in the aggregate; or (iv) that has had or, assuming that Purchaser complies with its obligations thereunder, may in the future have a material adverse effect upon the business, earnings, financial condition, or prospects of Purchaser.

     2.7 Litigation . There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Seller Parties, threatened against or affecting the Assets or the operation of the Business before any foreign, federal, state, local or other governmental authority or agency.

     2.8   Compliance with Laws . T he operation of the Business and the Assets conform to the requirements of all applicable laws, rules, orders, ordinances, decrees and regulations of all governmental agencies, whether national, state or local, having jurisdiction there-over, and no material claim alleging nonconformity or noncompliance with respect to such matters has been made or threatened against Seller and/or the Assets or, to the Sellers’ Parties knowledge, may in the foreseeable future be made by any such agency.

     2.10.1 List of Personnel . Schedule 2.10.1 contains a true and complete list of the names and current compensation levels of all active employees involved in the Business since November 30, 2004, there has been no increase in the compensation of the employees of Seller.

     2.10.2  Employee Relations . There is no labor strike, dispute, slowdown, stoppage, similar activity pending or, to the knowledge of the Seller Parties, threatened against Seller pertaining to the Business or the employees involved in the Business. There are no charges, investigations, administrative proceedings, or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, handicap or veteran status) pending or, to the knowledge of the Seller Parties, threatened before the Equal Employment Opportunity Commission or any federal, state, or local agency or court against Seller or the Shareholder pertaining to the Business or the employees of the Business, and, to the knowledge of the Seller Parties, no basis for any such charge, investigation, administrative proceeding, or complaint exists.

     2.10.3 No Liabilities or Obligations . Except as reflected on the Financial Statements

Seller has no liabilities or obligations to any beneficiaries, governmental authorities, or any other parties arising out of or relating to any employee claims.

     2.10.4 Worker’s Compensation Insurance Coverage and Claims .   Seller has in full force and effect worker’s compensation coverage in each jurisdiction in which Seller is required to maintain such coverage by applicable state law. Seller has paid or accrued all workers’ compensation premiums required to be paid in each jurisdiction in which Seller is required to maintain such coverage by applicable state law.

     2.11 Taxes . The Seller Parties have filed all required tax returns in connection with the Assets and the operation of the Business. All tax returns filed by Seller or the Shareholder in connection with the Assets and the operation of the Business are true, correct, and complete. The Seller Parties have paid, or made provision for the payment of, all taxes that have or may have become due pursuant to tax returns that are or were required to be filed by Seller or the Shareholder in connection with the Assets and the operation of the Business, or pursuant to any assessment received by Seller or the Shareholder. There exists no proposed tax assessment against Seller or any shareholder of the Seller in connection with the Assets and the operation of the Business. All taxes that Seller or the Shareholder is required to withhold or collect in connection with the operation of the Assets and the Business have been duly withheld or collected and, to the extent required, have been paid to the proper governmental body or other person.

     2.12 Environmental Matters . Seller has duly complied with, and the Business, the Premises and all Assets are in compliance in all Environmental Laws (hereinafter defined); there have been no citations, notices or orders of noncompliance issued to Seller under any such Environmental Laws. For the purposes of this Agreement, " Environmental Law " means any applicable law, order, regulation, decree, permit, license, ordinance or other federal. State, county, provincial, local or foreign governmental requirements in effect as of the Effective Time relating to pollution, the protection of human health and the environment, or the spill of any hazardous substance in the environment. Environmental laws include, but are not limited to, the following statutes (and their implementing regulations);Comprehensive Environme