EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                      PAIN AND REHABILITATION NETWORK, INC.

                                       AND

                              ANDREA TRESCOT, M.D.



     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 1st day of

December, 2002 by and between PAIN AND REHABILITATION NETWORK, INC. a Florida

corporation (the "Company") and ANDREA TRESCOT, M.D., an individual resident of

the State of Florida (the "Physician") and shall be effective as of Effective

Date (the "Commencement Date") of that certain Agreement and Plan of Merger by

and among PainCare Holdings, Inc. ("PainCare"), the Physician and the Company

(the "Merger Agreement").



     WHEREAS, the Company is engaged in the practice of medicine, specifically

pain management procedures and other ancillary services, solely through its

physician employees and other medical personnel (hereinafter referred to as the

"Business"); and



     WHEREAS, the Company is a wholly-owned subsidiary of PainCare;



     WHEREAS, Physician is duly licensed as a Doctor of Medicine in the State of

Florida; and



     WHEREAS, the Company desires to employ Physician and Physician desires to

accept or continue such employment during the term of this Agreement upon the

terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants,

terms and conditions set forth herein, the Company and Physician agree as

follows:



     ARTICLE I Employment



     1.1 Employment and Title. As of the Commencement Date, the Company employs

Physician, and Physician accepts such employment, as the Company's President,

all upon the terms and conditions set forth herein.



     1.2 Devotion to Employment. During the term of this Agreement, Physician

shall faithfully devote her full time, attention, knowledge, energy and skills

on behalf of the Company and PainCare. Notwithstanding anything herein to the

contrary, Physician shall be entitled to engage in or otherwise participate in

those activities set forth on Schedule 1.2 attached hereto so long as it does

not interfere with her duties and responsibilities to the Company.



{PAGE}



     1.3 Services.



         1.3.1 During the Term of this Agreement, Physician shall in

consultation with the Company's Board of Directors of the Company make decisions

about the day-to-day business and medical operations of the Company at its

office located at 2558 Admirals Walk Drive S., Orange Park, FL (the "Clinic").

The Physician shall also perform such other services, as reasonably requested by

the Company's Board of Directors provided such services do not negatively impact

in any material way the Company's revenues or earnings.



         1.3.2 Physician shall render professional medical services,

specifically pain management and the attendant ancillary services, on behalf of

Company in accordance with all federal, state, AMA and state medical licensing

board regulations, guidelines, practices and policies, including such duties as

may be assigned to her by the Company's Board of Directors whose written

communications to Physician are adopted by the Company as guidelines and

incorporated herein by reference.



         1.3.3 Physician shall insure that all medical records, including,

without limitation, doctors notes, progress notes, discharge notes, patient

files, encounter tickets, documents and reports relative to the Company's

patients shall be properly prepared, filed and maintained in such form as

required by insurance companies, Medicare and/or governmental agencies.



         1.3.4 Physician shall also be responsible for managing and supervising

all medical and non-professional personnel employed by the Company in connection

with the operation of the Clinic and such other locations as directed by the

Company's Board of Directors and overseeing all financial matters as directed by

the Board of Directors.



         1.3.5 Physician agrees to assure a standard of medical care that is

consistent with the laws of State of Florida and the Federal government with the

applicable contractual obligations of the Company and the prevailing standards

of medical practice and care in the community.



         1.3.6 Physician shall be responsible for all aspects of the practice of

medicine and the delivery of medical services for the Company at the Clinic.

Notwithstanding Physician shall have no authority whatsoever with respect to the

establishment of fees or charges for the rendition of such services or to

receive payment from patients for services provided by Physician except as may

otherwise be determined by Company. Physician shall have the right to

communicate and consult with the Company regarding managed care contracts and

fees for services provided.



     1.4 Office Location. The principal place of employment and the location of

Physician's principal office shall be at the Clinic, unless otherwise agreed

between the parties. 1.5 Representations. Each party represents and warrants to

the other that she/it has full power and authority to enter into and perform

this Agreement and that her/its execution and performance of this Agreement

shall not constitute a default under or breach of any of the

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