<PAGE>

                                                                   EXHIBIT 10.10

                               ARTICLES OF MERGER

                                       OF

                      PAINCARE ACQUISITION COMPANY II, INC.
                              a Florida corporation

                                      INTO

                      PAIN AND REHABILITATION NETWORK, INC.
                             a Florida corporation,

To the Secretary of State
State of Florida

     Pursuant to the provisions of Sections 607.1101-607.1105 of the Florida
Business Corporation Act (the "Act"), the corporations herein named do hereby
adopt the following articles of merger.

     1: That the name, state of incorporation and address of each of the
constituent corporations of the merger is as follows:

          Name                                            State of Incorporation

          Pain and Rehabilitation Network, Inc.                   Florida
          1895 Kingsley Avenue, Suite 903
          Orange Park, FL 3270337
          (the "Surviving Corporation)

          PainCare Acquisition Company II, Inc.                   Florida
          37 North Orange Avenue, Suite 500
          Orlando, FL 32801
          (the "Disappearing Corporation")

     2: That the Plan of Merger the abbreviated form of which is attached hereto
as Exhibit "A" and by this reference incorporated herein, between the parties to
the merger has been approved and adopted, certified, executed and acknowledged
by each of the constituent corporations whereupon the two constituent
corporations shall be merged into a single corporation. The entire and complete
executed Plan of Merger is on file at the registered office of the Surviving
Corporation.

     3: The approval of the Plan of Merger was approved by the unanimous consent
of the Board of Directors and Shareholders of Pain and Rehabilitation Network,
Inc. and PainCare Acquisition Company II, Inc. on December 1, 2002.

<PAGE>

Executed as of the 1st day of December, 2002


                                    PAIN AND REHABILITATION NETWORK, INC.


                                    By: /s/ Andrea Trescot
                                        ---------------------------------
                                        Andrea Trescot, M.D., President


                                    PAINCARE ACQUISITION COMPANY II, INC.


                                    By: /s/ Randy Lubinsky
                                        ---------------------------------
                                        Randy Lubinsky, CEO

<PAGE>

                                   APPENDIX A

                                 PLAN OF MERGER

     This Agreement ("Agreement") entered into this 1st day of December, 2002,
by and among PAINCARE HOLDINGS, INC., a Florida corporation (the "Buyer"),
Andrea Trescot, M.D. (the "Stockholder"), and PAIN AND REHABILITATION NETWORK,
INC., a Florida corporation (the "Company").

                                    Recitals

     A.   Stockholder owns all of the issued and outstanding capital stock of
the Company.

     B.   The parties wish to provide for the terms and conditions upon which a
merger of the Company with a new, to-be-formed, wholly-owned subsidiary
corporation of the Buyer ("Mergeco") would be consummated.

     C.   The Boards of Directors of Buyer and the Company have approved the
merger of the constituent corporations pursuant to the terms of this Agreement.

     D.   It is the intention of the parties hereto that the proposed merger
shall constitute a tax-free reorganization, as defined in Section 368(a)(1)(A)
and 368(a)(2)(D) of the Code (as hereinafter defined), and that this Agreement
shall also constitute a Plan of Reorganization.

     E.   The Buyer, the Stockholder, and the Company desire to make certain
representations, warranties, covenants, and agreements in connection with the
transactions contemplated by this Agreement.

     In consideration of the mutual covenants and promises contained herein and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I.
                                 PLAN OF MERGER

     1.1  Organization of Mergeco. Prior to the Closing, Buyer will form and
organize "Mergeco" as a second tier, wholly-owned, Florida subsidiary
corporation of Buyer. Buyer will capitalize Mergeco in such a manner as Buyer
deems reasonably necessary to effect the transactions contemplated by this
Agreement. Mergeco and the Company are sometimes hereinafter referred to
collectively as the "Constituent Corporations."

     1.2  The Merger.

          1.2.1 Merger. Subject to the terms and conditions of this Agreement,
at the Effective Time (as such term is defined in Section 2.2.2 hereof), Mergeco
shall be merged with and into the Company (the "Merger") in accordance with the
provisions of the merger laws of the State of Florida, and the separate
corporate existence of Mergeco

<PAGE>

shall cease, and the Company shall continue as the surviving corporation under
the laws of the State of Florida (the "Surviving Corporation"). The Surviving
Corporation shall continue to operate under the Company's current name, unless
Buyer determines that it is in its best interest to change such name.

          1.2.2 Effective Time of Merger. The Merger shall become effective at
the time of filing of appropriate articles of merger with the Secretary of State
of the State of Florida in accordance with the provisions of the laws of the
State of Florida (the "Merger Documents"). The Merger Documents shall be filed
at the time of the Closing (as such term is defined in Section 3.1 hereof). The
date and time when the Merger shall become effective is hereinafter referred to
as the "Effective Time."

          1.2.3 Effect of Merger. At the Effective Time, the Surviving
Corporation shall thereupon and thereafter possess all assets and property of
every description, and every interest therein, wherever located, and the rights,
privileges, immunities, powers, franchises, and authority, of a public as well
as of a private nature, of each of the Constituent Corporations. All obligations
belonging to or due to each of the Constituent Corporations, all of which shall
be vested in the Surviving Corporation without further act or deed, and the
title to any real estate or any interest therein vested in either of the
Constituent Corporations shall not revert or in any way be impaired by reason of
the Merger. The Surviving Corporation shall be liable for all obligations of
each of the Constituent Corporations, including liability to dissenting
shareholders, and any claim existing, or action or proceeding pending by or
against either of the Constituent Corporations, may be prosecuted to judgment,
with right of appeal, as if the Merger had not taken place, or the Surviving
Corporation may be substituted in its place, and all rights of creditors of each
Constituent Corporation shall be preserved unimpaired, and all liens upon the
property of either of the Constituent Corporations shall be preserved
unimpaired, on only the property affected by such liens immediately prior to the
Effective Time, all with the effect set forth in the laws of the State of
Florida.

     1.3  Merger Conversion. At the Effective Time, by virtue of the Merger and
without any action on the part of Buyer, Mergeco, the Company, the Stockholder
or any other holder of any of the securities of the Company, the following shall
occur:

          1.3.1 Conversion of Shares. Each Company Share issued and outstanding
immediately prior to the Effective Time shall be delivered to Buyer and shall be
exchanged for the right to receive from Buyer the Initial Merger Consideration
as described below.

          1.3.2 Conversion of Options. All outstanding options, warrants,
convertible notes, preferred stock and other rights to purchase Company Shares
(an "Option") outstanding as of the Effective Time shall be canceled and shall
become null and void, ad initio.

          1.3.3 Company Shares. The Company Shares then issued and outstanding
immediately prior to the effectiveness of the Merger shall, by virtue of the
Merger and without any action on the part of the holder thereof, be deemed
canceled and extinguished.

<PAGE>

     1.4  Consideration. The Total Merger Consideration shall be payable as set
forth in the Merger Agreement.