LOAN AND SECURITY AGREEMENT

by and among

PAINCARE HOLDINGS, INC.

as Parent

and

EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

as Borrowers,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

HBK INVESTMENTS L.P.

as the Arranger and Administrative Agent

Dated as of May 10, 2005

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?), is entered into as of May 10, 2005, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a ?Lender? and collectively as the ?Lenders?), HBK INVESTMENTS L.P., a Texas limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, ?Agent?), and, on the other hand, PAINCARE HOLDINGS, INC., a Florida corporation (?Parent?), and each of Parent?s Subsidiaries identified on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a ?Borrower?, and individually and collectively, jointly and severally, as the ?Borrowers?).

The parties agree as follows:

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

?2003 Subordinated Note Refinance Date? means the date that is 90 days before the date when all or any portion of the principal balance of the Indebtedness evidenced by the 2003 Subordinated Notes is due and payable.

?2003 Subordinated Notes? means the notes issued by Parent in connection with that certain Securities Purchase Agreement dated as of December 17, 2003, by and among Parent and the Subordinated Lenders.

?2004 Subordinated Note Refinance Date? means the date that is 90 days before the date when all or any portion of the principal balance of the Indebtedness evidenced by the 2004 Subordinated Notes is due and payable.

?2004 Subordinated Notes? means the notes issued by Parent in connection with that certain Securities Purchase Agreement dated as of July 1, 2004, by and among Parent and the Subordinated Lenders.

?Account? means an account (as that term is defined in the Code).

?Account Debtor? means any Person who is obligated on an Account, chattel paper, or a General Intangible.

?Acquisition? means (a) any Stock Acquisition, or (b) any Asset Acquisition.

?Acquisition Documents? means each agreement or other document executed or delivered in connection with any Acquisition that was consummated on or before the Closing Date, which shall be in form and substance satisfactory to Agent.

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?Additional Documents? has the meaning set forth in Section 4.4(c).

?Administrative Borrower? has the meaning set forth in Section 17.9.

?Affiliate? means, as applied to any Person, any other Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, ?control? means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of Section 7.13 hereof: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed an Affiliate of such Person.

?Agent? has the meaning set forth in the preamble to this Agreement.

?Agent Advances? has the meaning set forth in Section 2.3(e)(i).

?Agent-Related Persons? means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

?Agent?s Account? means the Deposit Account of Agent identified on Schedule A-1.

?Agent?s Liens? means the Liens granted by Borrowers or their Subsidiaries to Agent under this Agreement or the other Loan Documents.

?Agreement? has the meaning set forth in the preamble hereto.

?Applicable Prepayment Premium? means, as of any date of determination, an amount equal to (a) during the period from and after the date of the execution and delivery of this Agreement up to the date that is the first anniversary of the Closing Date, the greater of (i) the Yield Maintenance Amount, and (ii) $750,000, (b) during the period from and including the date that is the first anniversary of the Closing Date up to the date that is the second anniversary of the Closing Date, $500,000, and (c) during the period of time from and including the date that is the second anniversary of the Closing Date up to the date that is the third anniversary of the Closing Date, $250,000.

?Asset Acquisition? means any purchase or other acquisition by any Borrower, any Guarantor, or any of their respective wholly-owned Subsidiaries of all or substantially all of the assets of any other Person or the operations of a Medical Practice from any other Person.

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?Assignee? has the meaning set forth in Section 14.1(a).

?Assignment and Acceptance? means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

?Authorized Person? means any officer or employee of Administrative Borrower.

?Bankruptcy Code? means title 11 of the United States Code, as in effect from time to time.

?Base LIBOR Rate? means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of the requested Interest Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower in accordance with this Agreement, which determination shall be conclusive in the absence of manifest error.

?Base Rate? means, the rate of interest announced, from time to time, by JPMorgan Chase Bank, or any successor thereto, as its ?prime rate?, with the understanding that the ?prime rate? is not necessarily the lowest rate available from such financial institution.

?Base Rate Loan? means the portion of the Term Loans that bears interest at a rate determined by reference to the Base Rate.

?Base Rate Term Loan Margin? means 4.50 percentage points.

?Benefit Plan? means a ?defined benefit plan? (as defined in Section 3(35) of ERISA) for which Parent, any Borrower or any Subsidiary or ERISA Affiliate of Parent or any Borrower has been an ?employer? (as defined in Section 3(5) of ERISA) within the past six years.

?Board of Directors? means the board of directors (or comparable managers) of Parent or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

?Books? means all of Parent?s and its Subsidiaries? now owned or hereafter acquired books and records (including all of their Records indicating, summarizing, or evidencing their assets (including the Collateral) or liabilities, all of Parent?s and its Subsidiaries? Records relating to their business operations or financial condition, and all of their goods or General Intangibles related to such information).

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?Borrower? and ?Borrowers? have the respective meanings set forth in the preamble to this Agreement.

?Borrower Collateral? means all of each Borrower?s now owned or hereafter acquired right, title, and interest in and to each of the following:

(a) all of its Accounts,

(b) all of its Books,

(c) all of its commercial tort claims described on Schedule 5.7(d),

(d) all of its Deposit Accounts,

(e) all of its Equipment,

(f) all of its General Intangibles,

(g) all of its Inventory,

(h) all of its Investment Property (including all of its securities and Securities Accounts),

(i) all of its Negotiable Collateral,

(j) all of its Supporting Obligations,

(k) money or other assets of each such Borrower that now or hereafter come into the possession, custody, or control of any member of the Lender Group, and

(l) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the foregoing, and any and all Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property, Negotiable Collateral, Real Property, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof.

The foregoing to the contrary notwithstanding, Borrower Collateral shall not include the Excluded Assets.

?Borrowing? means a borrowing hereunder consisting of term loans made on the same day by the Lenders (or Agent on behalf thereof), or by Agent in the case of an Agent Advance, in each case, to Administrative Borrower.

?Business Day? means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York, except that, if a

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determination of a Business Day shall relate to a LIBOR Rate Loan, the term ?Business Day? also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

?Canadian Guarantor? means Rothbart Pain Management Clinic, Inc., an Ontario corporation.

?Canadian Guarantor Security Agreement? means the security agreement executed and delivered by Canadian Guarantor in favor of Agent, in form and substance satisfactory to Agent.

?Canadian Guaranty? means the guaranty executed and delivered by Canadian Guarantor in favor of Agent, in form and substance satisfactory to Agent.

?Capital Expenditures? means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, excluding all expenditures in respect of Permitted Acquisitions.

?Capitalized Lease Obligation? means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

?Capital Lease? means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

?Cash Equivalents? means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor?s Rating Group (?S&P?) or Moody?s Investors Service, Inc. (?Moody?s?), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody?s, (d) certificates of deposit or bankers? acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, and (f) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

?Cash Management Account? has the meaning set forth in Section 2.7(a).

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?Cash Management Agreements? means those certain cash management agreements, in form and substance satisfactory to Agent, each of which is among Parent or one of its Subsidiaries, Agent, and one of the Cash Management Banks.

?Cash Management Bank? has the meaning set forth in Section 2.7(a).

?Change of Control? means that (a) Permitted Holders sell, dispose or otherwise transfer, directly or indirectly, more than 33% of the Stock of Parent held by Permitted Holders on the Closing Date, (b) any ?person? or ?group? (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%, or more, of the Stock of Parent having the right to vote for the election of members of the Board of Directors, or (c) a majority of the members of the Board of Directors do not constitute Continuing Directors, or (d) any Borrower or any Guarantor ceases to own, directly or indirectly, and control (i) 100% of the outstanding Stock of each of its Subsidiaries (other than PSHS Alpha Partners, Ltd.) in existence as of the Closing Date, and (ii) 67.5% of the outstanding Stock of PSHS Alpha Partners, Ltd.

?Closing Date? means the date of the making of the initial Term Loan (or other extension of credit) hereunder.

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