PAINCARE HOLDINGS, INC.

BY-LAWS

ARTICLE I MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Stockholders meetings shall be held at the principal office or place of business of the Corporation in the State of Florida, or at such other place, either within or outside Florida, as shall be designated in the notice of meeting.

Section 2. Annual Meetings. Commencing with the 2003 annual meeting, the annual meeting of Stockholders of the Corporation shall be held on the last Wednesday of April of each year, at the time and place designated by the Board of Directors, provided that if, in any year, the annual meeting of Stockholders is not, or cannot be, held on such date for any reason, then the annual meeting may be called at any time before or after such date in the manner specified below with respect to special meetings of Stockholders. At each annual meeting of Stockholders, the Stockholders shall elect the Board of Directors for the ensuing year and shall transact such other business as may properly come before the meeting.

Section 3. Special Meetings. Special meetings of the Stockholders may be called at any time by the Board of Directors or the Chief Executive Officer or President, and shall be called by the Chief Executive Officer or President upon written request of one or more Stockholders holding at least one-tenth (1/10) of the voting power of all shares entitled to vote at the meeting. If the Chief Executive Officer or President shall not call the meeting within fifteen (15) days after receipt of such Stockholders request, such meeting may be called by the Stockholders making such request, subject to the notice requirements set forth below. At such meetings, the Stockholders may transact such business as may properly come before them.

Section 4. Adjournment of Meetings. If a quorum be not present at any annual or special meeting of Stockholders, the Stockholders present, in person or by proxy, may, by the affirmative vote of a majority of the voting power of the shares represented and entitled to vote at such meeting, adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be given to the Stockholders not present or represented at the meeting. If a quorum be present, the Stockholders present, in person or by proxy, may so adjourn from day to day as they see fit, and no notice of such adjourned meeting need be given if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meetings, written notice of the place, date and time of the adjourned meeting shall be given in conformity with these By-Laws. At any adjourned meeting,

any business may be transacted which might have been transacted at the original meeting.

Section 5. Notice of Meetings. Except as otherwise provided in these By-Laws or required by law, notice, in writing, of the time, place and purpose of each meeting of Stockholders shall be given to each Stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than fifty (50) days before such meeting. Such notice shall be given by, or at the direction of, the Chief Executive Officer or President or Secretary or other person or persons calling such meeting, by leaving such notice with the Stockholder or at the Stockholders residence or usual place of business or by mailing a copy of the notice to the Stockholder at the Stockholders last known post office address as last shown on the records of the Corporation.

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