ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the " Agreement ") is, dated as of January 30, 2003, by and between SPEEDEMISSIONS, INC. , a Florida corporation ("Purchaser") and TWENTY DOLLAR EMISSION, INC. , a Georgia corporation (the " Seller "), and KENNETH CAMERON , an individual resident of the State of Georgia (Mr. Cameron being referred to as the " Shareholder "). Seller and the Shareholder are collectively referred to as the " Seller Parties ."

Seller is in the business of providing vehicle emissions testing (the " Business "). This Agreement sets forth the terms and conditions upon which Purchaser is acquiring from Seller, and Seller is selling and delivering to the Purchaser, those assets used by Seller in the operation of the Business, and Purchaser is assuming certain liabilities of Seller with respect to the operation of the Business.

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, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title, and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including without limitation, all of the assets acquired by the Seller pursuant to that certain Asset Purchase Agreement dated October 22, 2003 by and between the Seller, $20 Emission Place, L.L.C., Emission Place, L.L.C., William Grimm and Shirley Grimm (collectively, the " Assets ") but excluding the Excluded Assets. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).

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 Closing:

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 the Plans;

1.2.5       all rights of Seller under this Agreement; and

1.2.6       all assets specifically set forth on Schedule 1.2.

1.3.    Consideration . The consideration for the Assets (the " Purchase Price ") will be as follows: (a) $1,000,000 in cash, to be paid by the Purchaser to Global Capital Funding Group, LP ("Global"), Seller’s lender, at Closing, and (b) Six Hundred Twenty-Two Thousand Nine Hundred Eighty-Five (622,985) shares of common stock of Purchaser, to be issued by the Purchaser to Global, which Seller and Purchaser agree to have a value of $200,000. The cash and stock consideration described in subsections (a) and (b) above is being paid directly to Global for the benefit of the Seller and Shareholder.

In addition, as further consideration for the purchase of Assets hereunder, (x) Purchaser is issuing Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) shares of its common stock to William and Shirley Grimm in order to satisfy in full Seller’s obligation to the Grimms pursuant to Section 1.3 of that certain that certain Asset Purchase Agreement dated October 22, 2003 by and between the Seller, $20 Emission Place, L.L.C., Emission Place, L.L.C., William Grimm and Shirley Grimm ; and (y) Purchaser is assuming the Assumed Liabilities.

1.4.    Liabilities

1.4.1    On the Closing Date, Purchaser shall assume and agree to discharge only the Liabilities of Seller set forth on Schedule 1.4(a) attached hereto (the " Assumed Liabilities "). For purposes of this Agreement, the term " Liabilities " means with respect to any person or entity, any liability or obligation of such person or entity 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 such person or entity.

1.4.2    Purchaser shall not be liable for any obligations, duties, commitments, claims or liabilities of Seller (the " Retained Liabilities ") other than the Assumed Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller and shall include without limitation those liabilities set forth on Schedule 1.4(b) attached hereto.

1.5.    Allocation . Seller and Purchaser agree that the allocation (the " Purchase Price Allocation ") of the Consideration 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, subject to the satisfaction or waiver of the conditions set forth in this Agreement, including the conditions contained in Section 5 of this Agreement, at 10:00 a.m. on January 30, 2004, or such other date as may be agreed to by the parties (the " Closing Date "), in the offices of Cohen Pollock Merlin Axelrod and Small, P.C., 3350 Riverwood Parkway, Suite 1600, Atlanta, GA 30339.

2.       REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES . The Seller Parties, jointly and severally, represent and warrant to Purchaser that, except as set forth in the correspondingly numbered schedule provided by Seller (the " Seller Disclosure Schedule "), as follows:

2.1.    Organization; Power; Authority . Seller is a limited liability company organized, validly existing, and in good standing under the laws of the State of Georgia, with full limited liability company 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 is qualified to do business as a foreign limited liability company and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by Seller or the nature of the business conducted by Seller makes such qualification necessary. Seller has the 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. Seller has no subsidiaries. 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, 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 organization or operating agreement; (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 is a party or by which any of the Assets are bound; (c) violate by Seller 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 in connection with the execution, delivery and performance of the Agreement and the Contemplated Transactions, except as will have been received by Seller on or before the Closing Date.

2.3.    Capitalization . The Shareholder own, and will own on the Closing Date, 100% of the outstanding equity of Seller free and clear of all encumbrances. No other person has a contract right, whether by issuance, sale, transfer, or otherwise to any equity capital of the Seller.

2.4.    Financial Statements . Seller has delivered to the Purchaser complete and correct copies of unaudited financial statements of the Seller for the periods ended and as of December 31, 2002 and as of September 30, 2003 (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.

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 "). On the Closing Date, 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 Seller. 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: except those specifically noted in 1.4(a) Assumed Liabilities and those regular bills due in the course of business.

2.5.1      All of the Seller’s service, license, marketing and other similar agreements and sales contracts used directly or indirectly in or otherwise relating primarily to the Business (the " License Agreements "), including, without limitation, the License Agreements disclosed in Schedule 2.5.1 .

2.5.2      All of the Seller’s fixed assets, goods, equipment and other property used directly or indirectly in or otherwise relating primarily to the Business (the " Equipment "), including, without limitation, the Equipment disclosed in Schedule 2.5.2 (but excluding the Vehicles as defined below).

2.5.3      All inventories of the 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. Inventory now on hand that was purchased after the date of the Financial Statements was purchased in the ordinary course of the Business of the Seller at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of Business. Work-in-process Inventory is valued according to GAAP.

2.5.4      The entire right, title and interest of the Seller in connection with the conduct of the Business or used by the Seller in connection with the conduct of the Business in, to, or under (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all Inventions (whether patentable or not), invention disclosures, improvements, Trade Secrets, proprietary information, know-how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) all copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all domain names, uniform resource locators and other names and locators associated with the Internet; (v) all industrial designs and any registrations and applications therefor; (vi) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefore; (vii) all databases and data collections and all rights therein; (viii) the Seller’s customer lists pertaining to the Business; (ix) all moral and economic rights of authors and inventors, however denominated, (x) any computer software and databases, whether owned or licensed, and (xi) any similar or equivalent rights to any of the foregoing (as applicable) used directly or indirectly or relating to the Business (collectively, as such is used in and/or relates to the business of the Business as currently conducted or as proposed to be conducted by the Seller, the " Intellectual Property "), including, without limitation, the Intellectual Property listed on Schedule 2.5.4 .

2.5.5      All office furniture and fixtures of the Seller used directly or indirectly in or otherwise relating primarily to the Business (the " Office Furniture "), including, without limitation, the Office Furniture disclosed on Schedule 2.5.5 .

2.5.6      The entire leasehold, rental, or other interest arising under or pursuant to leases of:

(i)      real property, including buildings, structures, and other improvements located thereon, fixtures contained therein, and appurtenances thereto, and easements and other rights relative thereto;

(ii)      equipment, including computer hardware and associated telecommunications equipment, media, and tools; (given a manufacturing concern, may beef up)

(iii)      office furniture; and

(iv)      other personalty;

(v)      in each case as used directly or indirectly in or otherwise relating primarily to the Business (the " Leases "); as of the Signing Date, the Leases consist of all leases disclosed in Schedule 2.5.6 .

2.5.7    All contracts, agreements, licenses, commitments, arrangements, and permissions, whether written or oral, entered into in connection with or otherwise relating to the Business, including all non-competition, non-solicitation, work-for-hire, confidentiality and similar types of covenants and agreements with the Seller’s former employees and with the Seller’s employees who do not become employees of the Seller at or after Closing (the " General Contracts "), which General Contracts are disclosed in Schedule 2.5.7 , to the extent not otherwise classified as License Agreements or Leases.

2.5.8    All business and marketing records, including accounting and operating records, asset ledgers, inventory records, reports, budgets, personnel and payroll records of employees of the Seller to be employed by the Seller, customer lists, supplier lists, information and data respecting leased or owned equipment, correspondence and mailing lists, advertising materials and brochures, and other business records used directly or indirectly in or otherwise relating primarily to the Business or the Assets, in whatever form they exist.

2.5.9    All governmental approvals, authorizations, certifications, consents, variances, permissions, licenses, and permits to or from, or filings, notices, or recordings to or with, federal, state, and/or local governmental authorities as well as states and jurisdictions outside of the U.S. (the " Authorizations "), directly or indirectly relating primarily to the Business, but subject, as to the reassignability to the Seller. As of the Closing Date, the Authorizations consist of the items disclosed in Schedule 2.5.9 .

2.5.10      All claims the Seller may have against any person relating to or arising from the Assets or the Business, including rights to recoveries for damages or defective goods and to refunds (" Seller Claims "), but not including any Seller Claims under or in connection with the Excluded Assets.

2.5.11      All accounts, trade accounts receivable and all notes, negotiable instruments, bonds and other evidences of indebtedness of and rights to receive payments arising out of sales occurring in the conduct of the Business, including any rights of the Seller with respect to any third party collection procedures or any other actions or proceedings that have been commenced in connection therewith (the " Accounts Receivable "), including, but not limited to, the Accounts Receivable disclosed in Schedule 2.5.11 . All Accounts Receivable represent or will represent valid obligations arising from sales actually made or services actually performed by the Seller in the ordinary course of the Business. Except to the extent paid prior to the Closing Date, such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Financial Statements (which reserves are adequate and calculated consistent with reasonable and past practice). Subject to such reserves, each of such Accounts Receivable either has been or will be collected in full, without any setoff, within 90 days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, other than returns in the ordinary course of the Business, under any Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 2.5.11 contains a complete and accurate list of all Accounts Receivable, which list sets forth the aging of each such Account Receivable.

2.5.12      All prepaid expenses, including but not limited to rents, credits and security deposits paid by the Seller, relating to the Business (the " Prepaid Expenses "), including but not limited to, the Prepaid Expenses listed in Schedule 2.5.12 .

2.5.13      All motor vehicles owned or leased by the Seller and used or held for use in the conduct of the Business (the " Vehicles "), including but not limited to the Vehicles listed in Schedule 2.5.13 ;

2.5.14      All security deposits deposited by or on behalf of the Seller;

2.5.15      All insurance and reinsurance, surety, bonding, or indemnity policies, binders, or contract, and the benefits or any prior insurance coverage to the extent still available, as established or obtained with respect to the Business (the " Insurance Policies "), including but not limited to the Insurance Policies listed in Schedule 2.5.15 .

2.5.16       Schedule 2.5.16 contains a list of all contracts under which the Seller (a) paid $10,000 or more during the 12 month period ending September 30, 2003, (b) received $10,000 or more during the 12 month period ending September 31, 2003, and (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 Closing Date (collectively, the Material Seller Contracts "). There are no disputes between the parties to any Material Seller Contracts. Each Material Seller Contract is in full force and effect and constitutes a binding obligation of all parties thereto, enforceable in accordance with its terms. Seller has not received oral or written notice of the termination of any Material Seller Contract. No Material Seller Contract has been canceled or otherwise terminated, and there is no threat to do so. Furthermore, no employee of Seller has received written notice of the cancellation or termination of any Material Seller Contract. There are no existing defaults or events of default, real or claimed, or existing events (including the transfer or sale of the Assets) which with notice or lapse of time or both would constitute defaults under any Material Seller Contract. Neither the Seller nor the Shareholder are subject to any Contract: (i) that contains covenants limiting the freedom of the Seller or Shareholder to compete in any line of business in any geographic area; (ii) that requires Seller to share any profits, or requiring 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 the Purchaser complies with its obligations thereunder, may in the future have a material adverse effect upon the business, earnings, financial condition, or prospects of the Purchaser.

2.6.        Real Property .     The Assets do not include any owned real property. Schedule 2.6 sets forth each interest in real property leased by Seller and used in the Business. Copies of each lease listed in Schedule 2.6 have been delivered to Purchaser. Seller is not in default under any such lease or sublease and has not been informed that the lessor under any of the leases or subleases has taken action or threatened to terminate the lease or sublease before the expiration date specified in the lease or sublease.

2.7.        Litigation .  There are no claims, actions, suits, proceedings or investigations pending or, to Seller’s knowledge, threatened against or affecting the Assets or the operation of the Business before any foreign, federal, state, local or other governmental authority or agency or by any other entity or person except as described on Schedule 2.7 .

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 regulatory agencies, whether national, state or local, having jurisdiction thereover, 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 Seller’s knowledge, may in the foreseeable future be made by any such agency except as disclosed to Purchaser on a Schedule to this Agreement.

2.9.      Absence of Undisclosed Liabilities . Except as and to the extent liabilities are specifically reflected on the Financial Statements or liabilities are incurred by Seller in the ordinary course in connection with Seller’s operation of the Business, Seller has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) including liabilities related to the ongoing construction of the newest locations

2.10.      Employee Benefit Plans . Seller has no formal or informal health, dental, vision, life, retirement, profit sharing, deferred compensation, pension, stock options, sick leave or sick time employee benefit plans in effect.

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 September 30, 2003, 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, or similar activity pending or, to the knowledge of Seller, 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 Seller, threatened before the Equal Employment Opportunity Commission or any federal, state, or local agency or court against Seller pertaining to the Business or the employees of the Business, and, to the knowledge of Seller, no basis for any such charge, investigation, administrative proceeding, or complaint exists.

2.10.3     List of Plans and Obligations . The employee benefit plans and arrangements set forth in Employee Information Summary is a complete and accurate list and description of all plans, arrangements, agreements, commitments, promises and other obligations of Seller, including but not limited to pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded, and other obligations under which Seller has been, are or will be obligated to provide benefits to any current or former employee, retiree, director, independent contractor, shareholder, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such employee, retiree, director, independent contractor, shareholder, officer, consultant, or other beneficiary of Seller, whether during their employment with Seller or after the termination of such employment (the " Plans " and the " Beneficiaries ," respectively).

2.10.4     Compliance . All of the Plans have been maintained, funded and administered in compliance, in all respects, with all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), and the Internal Revenue Code of 1986, as amended, and all regulations and rulings related thereto. There are no penalties, interest, or Taxes related to the Plans due to any federal or state authority.

2.10.5      No Liabilities or Obligations . Except as reflected on the Financial Statements, the Seller has no liabilities or obligations to any Beneficiaries, governmental authorities, or any other parties arising out of or relating to the Plans.

2.10.6      No Multi-Employer or Certain Other Plans .  None of the Plans is a multi-employer plan, as defined in Section 3(37) of ERISA, or is subject to Title IV of ERISA or Code section 412; and neither Seller nor any affiliate of Seller has