ASSET PURCHASE AGREEMENT

BY AND AMONG

PAINCARE HOLDINGS, INC.,

PAINCARE ACQUISITION COMPANY XXI, INC.

AND

CHRISTOPHER J. CENTENO, M.D., P.C.

AND ITS

SHAREHOLDERS

EFFECTIVE DATE: OCTOBER 14, 2005

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the Agreement) is entered into effective the 14th day of October 2005 (the Execution Date), by and among Christopher J. Centeno, M.D., P.C., a Colorado professional corporation (the Company), and Christopher J. Centeno, M.D. (hereinafter sometimes Centeno), John Schultz, M.D. (hereinafter sometimes Schultz), (Centeno and Schultz hereinafter shall sometimes collectively be known as the Shareholders), PainCare Holdings, Inc., a Florida corporation (hereinafter referred to as PainCare), and PainCare Acquisition Company XXI, Inc., a Florida corporation (hereinafter called the Subsidiary). The Company and the Shareholders are sometimes referred to herein as the Sellers and PainCare and the Subsidiary are sometimes referred to herein as the Acquiring Companies. The Acquiring Companies and the Sellers are sometimes referred to herein individually as a Party and collectively as the Parties.

W I T N E S S E T H:

WHEREAS, the Shareholders are licensed medical providers who reside and practice medicine in the State of Colorado and who own one hundred percent (100%) of the issued and outstanding stock in the Company;

WHEREAS, the Company, through its Shareholders, physician employees and other personnel, provides pain medicine, pain management procedures and other ancillary services (the Business) at the following location: 11080 Circle Point Road, Suite 140, Westminster, Colorado 80020 (the Business Location);

WHEREAS, PainCare is in the business of acquiring the non-medical assets of medical practices and entering into management services agreements with practice entities associated with the acquired practices;

WHEREAS, PainCare desires to enter into this Agreement in order for the Subsidiary, which is a wholly-owned subsidiary of PainCare, to acquire all of the non-medical assets of the Company pursuant to the terms of this Agreement;

WHEREAS, in connection with this asset acquisition, the Company has transferred all of its rights, title and interest in its medical assets to Centeno Schultz, Inc., a newly formed Colorado corporation, established and operated as a provider network under C.R.S. Sections 6-18-301, et seq. (hereinafter the Provider Network) which is owned by the Shareholders; and

WHEREAS, as a material inducement for the Acquiring Companies to purchase such assets of the Company, the Provider Network will enter into a Management Services Agreement with the Subsidiary.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and the sum of $10.00 and other good and valuable consideration paid by the Acquiring Companies to the Sellers, receipt of which is hereby acknowledged by the Sellers, it is mutually covenanted and agreed by the Parties hereto as follows:

1.

PURCHASE AND SALE OF ASSETS

1.1

Assets to be Transferred.  Subject to the terms and conditions of this Agreement, on the Closing Time (as hereinafter defined), and except as otherwise stated, PainCare shall purchase on behalf of the Subsidiary and the Shareholders shall cause the Company to sell, transfer, convey, assign, and deliver to the Subsidiary all of the Companys non-medical Business rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated, other than the Excluded Assets specified in Section 1.2 below) which are used, held for use or acquired or developed for use by the Company in the Business, or developed in the course of conducting the Business or by Persons employed by the Company in the Business (collectively the Purchased Assets).  The Purchased Assets shall include, without limitation, all the following assets or rights of the Company, to the extent so used, held, acquired or developed in the Business:

(a)

Cash. All cash of the Company as of the Closing Time, which shall equal One Thousand Eight Hundred and 00/Dollars ($1,800.00);

(b)

Personal Property.  All of the Companys rights in, to and under all, instruments, equipment, furniture, machinery and other items of tangible personal property including, without limitation, the personal property leases described in Disclosure Schedule 1.1(b);

(c)

Inventory.  All inventories including, without limitation, supplies, merchandise and durable medical equipment, together with related packaging and delivery materials (collectively the Inventory);

(d)

Books and Records.  All books and records of the Company, including without limitation, all credit records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business records but excluding the Companys corporate minute books and tax records (together the Business Records), whether such Business Records are in hard copy form or are electronically or magnetically stored;

(e)

Intellectual Property.  The Companys interest in all of its Intellectual Property.  As used in this Section 1.1(e), the term Intellectual Property shall mean and include: (i) all trademark rights, business identifiers, trade dress, logos, service marks, trade names and brand names, all registrations thereof and applications therefore and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; (vi) all computer software (including all data and related documentation); (vii) all other proprietary rights; (viii) all copies and tangible embodiments of the foregoing (in whatever form or medium); and (ix) all claims for infringement or breach of any of the foregoing; provided, however, the term Intellectual Property shall not include the intellectual property associated with that certain stem cell procedure developed by the Sellers, as more fully described on Disclosure Schedule 1.1(e);

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