REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of                 , 2004, by and between PainCare Holdings, Inc., a Florida corporation (the Company), and Laurus Master Fund, Ltd. (the Purchaser).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the Securities Purchase Agreement), and pursuant to the Note and the Warrants referred to therein.

The Company and the Purchaser hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Commission means the Securities and Exchange Commission.

Common Stock means shares of the Companys common stock, par value $0.01 per share.

Effectiveness Date means the 180th day following the date hereof.

Effectiveness Period shall have the meaning set forth in Section 2(a).

Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute.

Filing Date means, with respect to the Registration Statement required to be filed hereunder, a date no later than sixty (60) days following the date upon which the principal amount of the Term Loan to the Company in original principal amount of $5,000,000 has been funded to the Company.

Holder or Holders means the Purchaser or any of its affiliates or transferees to the extent any of them hold Registrable Securities.

Indemnified Party shall have the meaning set forth in Section 5(c).

Indemnifying Party shall have the meaning set forth in Section 5(c).

Note has the meaning set forth in the Securities Purchase Agreement.

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Prospectus means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Registrable Securities means the shares of Common Stock issued upon the conversion of the Note and issuable upon exercise of the Warrants.

Registration Statement means each registration statement required to be filed hereunder, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

Rule 415 means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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