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                                                                    Exhibit 10.9

                              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.

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     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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terms of any agreement to which she/it is a party or under which she/it is
bound. Other than as provided herein, each party represents that no consent or
approval of any third party is required for her/its execution, delivery and
performance of this Agreement or that all consents or approvals of any third
party required for her/its execution, delivery and performance of this Agreement
have been obtained.

      ARTICLE II Term

      2.1 Term. The term of Physician's employment hereunder (the "Term") shall
commence as of the Commencement Date and shall continue through the fifth (5th)
anniversary of the Commencement Date (the "Scheduled Termination Date") unless
renewed or earlier terminated pursuant to the provisions of this Agreement. This
Agreement shall be automatically renewed for successive one (1) year terms
unless the party electing not to renew provides the other party with written
notice of such election at least sixty (60) days prior to the Scheduled
Termination Date or the last day of the renewal term, as applicable.

      ARTICLE III Compensation and Benefits

      3.1 Base Salary. The Company shall pay to the Physician a base salary of
Three Hundred Sixty Thousand Dollars ($360,000) during the Term of this
Agreement, unless otherwise waived, postponed or downwardly modified by
Physician by providing the Company and its parent corporation with prior written
notice. Such salary shall be paid at such times as the Physician deems
appropriate provided that in no event, unless the Company otherwise agrees in
writing, shall such salary be paid prospectively.

      3.2 Bonus. In addition to the above described base salary, Physician shall
be entitled to receive and the Company shall pay Physician an annual bonus equal
to 20% of the Company's annual EBITDA (as defined below) which exceeds $800,000
(the "Bonus"). Such Bonus will be paid within 90 days after the end of each
annual period of this Agreement beginning on the Commencement Date.

      For purposes of this Agreement, EBITDA shall mean:

      "EBITDA" shall mean the earnings of the Company before deductions for
interest, taxes, depreciation, and amortization of the Company, as calculated
utilizing generally accepted accounting principles by the Company's independent
certified public accountants, where possible. Notwithstanding the foregoing, for
purposes of determining EBITDA: (i) there shall not be included any charge for
corporate overhead of the Company's parent corporation or other administrative
or similar charges that the Company's parent corporation might impose upon the
Company, except those charges for services provided directly to and for the
benefit of the Company, (ii) there shall not be included any non-recurring
charges, losses, profits, gains, or non-

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cash adjustments not related to the ongoing operations of the business,
including, but not limited to discontinued operations, extraordinary items,
acquisition costs and goodwill charges (except for the write-off of any goodwill
with respect to the Company in accordance with FASA 142), or unusual or
infrequent items as they are defined under generally accepted accounting
principles, and (iii) there shall not be included any charge related to grants
or exercises of options pursuant to this Employment Agreement; but (iv) there
shall be included any and all revenues or expenses associated with the Company's
MedX Rehabilitation Program.

     3.3 Nonqualified Stock Options. As approved by the stock option committee
of PainCare, the Company's parent, the Company may grant to Physician stock
options to acquire PainCare's restricted common stock.

     3.4 Benefits/Physician Responsibility. The Company shall be responsible for
and shall pay the premiums and costs associated therewith, unless otherwise
agreed for medical malpractice insurance, in such amounts and in accordance with
such coverage as the Company deems appropriate. The Physician will be entitled
to four (4) weeks vacation per year and such reasonable additional time
necessary to attend CME conferences, seminars and/or similar activities.
Vacation and other approved absences from work (such as attendance at medical
conferences) will be coordinated with the other physician employees and
Physicians of the Company to guarantee adequate patient coverage. The Company
will provide Physician with an office at the Clinic, treatment rooms, nurses or
other staff, medicines, supplies, equipment and such other facilities and
services as are suitable to her position and adequate for the performance of her
duties. The Company shall pay for all medical, hospital, dental, disability and
life insurance benefits, professional dues, subscriptions and reasonable
professional expenses customarily provided to its executive officers; and all
pension and profit sharing benefits, if any.

     3.5 Withholding. Any and all amounts payable under this Agreement,
including, without limitation, amounts payable under this Article III, which are
subject to withholding for such federal, state and local taxes as the Company,
in its reasonable judgment, determines to be required pursuant to any applicable
law, rule or regulation will be subject to the applicable withholding
provisions.

     ARTICLE IV Expenses and Insurance

     4.1 Expenses. The Company shall reimburse Physician for all reasonable
expenses incurred while employed and performing her duties under and in
accordance with the terms and conditions of this Agreement, subject to
Physician's full and appropriate documentation, including, without limitation,
receipts for all such expenses in the manner required pursuant to the Company's
policies and procedures and the Internal Revenue Code of 1986, as amended (the
"Code") and applicable regulations as are in effect from time to time.

     4.2 Insurance. PainCare and/or the Company may secure in its own name or
otherwise, and at its own expense, life, disability and other insurance covering
Physician or

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Physician and others, and Physician shall not have any right, title or interest
in or to such insurance other than as expressly provided herein. Physician
agrees to assist PainCare and/or the Company in procuring such insurance by
submitting to the usual and customary medical and other examinations to be
conducted by such physicians(s) as PainCare or such insurance company may
designate and by signing such applications and other written instruments as may
be required by any insurance company to which application is made for such
insurance. The inability to obtain such insurance will in no way affect the
other provisions of this Agreement.

     ARTICLE V Illness or Incapacity

     5.1 Right to Terminate. If, during the Term of this Agreement, Physician
shall be unable to perform in all material respects her duties hereunder for a
period exceeding three (3) consecutive months by reason of illness or
incapacity, this Agreement may be terminated by the Company in its reasonable
discretion pursuant to Section 7.2 hereof.

     5.2 Right to Replace. If Physician's illness or incapacity, whether by
physical or mental cause, renders her unable to carry out her duties and
responsibilities as set forth herein, the Company shall have the right to
designate a person to replace Physician temporarily in the capacity described in
Article I hereof; provided, however, that if Physician returns to work from such
illness or incapacity within the three (3) month period following her inability
due to such illness or incapacity, she shall be entitled to be reinstated in the
capacity described in Article I hereof with all rights, duties and privileges
attendant thereto.

     5.3 Rights Prior to Termination. Physician shall be entitled to her full
remuneration and benefits hereunder during such illness or incapacity unless and
until an election is made by the Company to terminate this Agreement in
accordance with the provisions of this Article.

     5.4 Determination of Illness or Incapacity. For purposes of this Article V,
the term "illness or incapacity" shall mean Physician's inability to perform her
duties hereunder substantially on a full-time basis due to physical or mental
illness as determined by a qualified, independent physician selected by the
Company and acceptable to Physician or Physician's designated proxy.

     ARTICLE VI Confidentiality

     6.1 Confidentiality. Physician shall not divulge, communicate, use to the
detriment of the Company, PainCare or any of its subsidiaries, or for the
benefit of any other business, firm, person, partnership or corporation, or
otherwise misuse, any "Confidential Information", pertaining to the Company,
PainCare or any of its subsidiaries including, without limitation, all (i) data
or trade secrets, including secret processes, formulas or other technical data;

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(ii) production methods; (iii) patient and customer lists; (iv) personnel lists;
(v) proprietary information; (vi) financial or corporate records; (vii)
operational, sales, promotional and marketing methods and techniques; (viii)
development ideas, acquisition strategies and plans; (ix) financial information
and records; (x) "know-how" and methods of doing business; and (xi) computer
programs, including source codes and/or object codes and other proprietary,
competition-sensitive or technical information or secrets developed with or
without the help of Physician. Physician acknowledges that any such information
or data she may have acquired was received in confidence and by reason of her
relationship to the Company. Confidential Information, data or trade secrets
shall not include any information which: (a) at the time of disclosure is within
the public domain; (b) after disclosure becomes a part of the public domain or
generally known within the industry through no fault, act or failure to act,
error, effort or breach of this Agreement by Physician; (c) is known to the
recipient at the time of disclosure; (d) is subsequently discovered by Physician
independently of any disclosure by the Company or PainCare; (e) is required by
order, statute or regulation, of any governmental authority to be disclosed to
any federal or state agency, court or other body; or (f) is obtained from a
third party who has acquired a legal right to possess and disclose such
information.

     6.2 Non-Removal of Records. All documents, papers, materials, notes, books,
correspondence, drawings and other written and graphic records relating to the
Business of the Company which Physician shall prepare or use, or come into
contact with (other than those personal documents, papers, materials, notes,
books, correspondence, drawings and other written and graphic records of
Physician), shall be and remain the sole property of the Company and, effective
immediately upon the termination of the Physician's employment with the Company
for any reason, not be removed from the Company's premises without the Company's
prior written consent or if in Physician's possession or under her control shall
be immediately returned to the Company.

     6.3 Developments. If at any time or times while Physician is performing
services for or in a relationship with the Company, Physician shall (either
alone or with others) make, conceive, create, discover, invent or reduce to
practice any invention, modification, discovery, design, development,
improvement, process, software program, work of authorship, documentation,
formula, data, technique, know-how, trade secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registerable
under copyright, trademark or similar statutes or subject to analogous
protection) (herein called "Developments") that (i) relates to the business of
the Company or (ii) results from tasks assigned to Physician by the Company,
such Developments and the benefits thereof are and shall immediately become the
jointly owned property of the Company and Physician. The Company and Physician
agree to execute such documents as are necessary to establish the parties' joint
ownership in the Property. Physician shall have the sole right in and to all
other Developments made, created, discovered, or invented by Physician not
related to the business of the Company.

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     ARTICLE VII Termination

     7.1 Termination For Cause By Company. This Agreement and the employment of
Physician may be terminated by the Company "For Cause" under any one of the
following circumstances:

     (a) Physician commits any material act of fraud, misappropriation, willful
destruction of property or theft against the Company, PainCare or any of its
subsidiaries.

     (b) Physician's default or breach of any material provision of this
Agreement including without limitation Physician's failure to faithfully and
diligently perform her duties pursuant to this Agreement; provided, that
Physician shall not be in default or breach hereunder unless she shall have
failed to cure such default or breach within thirty (30) days of written notice
thereof by the Company to Physician. Notwithstanding, Physician may be
terminated pursuant to this provision if she shall have duly received notice on
at least two prior instances of the same or substantially similar breach or
default (whether or not cured by Physician).

     (c) Physician engages in gross misconduct or is grossly negligent in the
performance of her duties hereunder.

     (d) Physician's conviction of or plea of no contest to any crime involving
moral turpitude or plea of no contest to any felony crime or is convicted of or
pleads guilty to a felony offense.

     (e) The loss or suspension for a period longer than three (3) months of
Physician's license to practice medicine in the State of Florida.

     (f) If, in the judgment of an independent physician mutually agreeable to
the Company and or Physician's designated proxy, Physician becomes unfit to
properly practice medicine on behalf of the Company.

     (g) Physician not being insurable for professional liability insurance for
any reason whatsoever.

     (h) Physician's status as an approved medical provider under the federal
Medicare system being revoked, or suspended for a period greater than sixty (60)
days.

     (i) Physician becoming chemically dependent (as hereinafter defined) on
alcohol or any drugs. Physician shall be considered to have a "chemical
dependency" or to be "chemically dependent" on alcohol or any drugs if

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the Board of Directors of the Company, in its reasonable discretion, believes
that Physician may be chemically dependent and requests that Physician submit to
the Gateway Community Service of Jacksonville or its successor organization for
independent medical or psychological examination, the results of which confirm a
chemical dependency. Physician shall not be terminated for chemical dependency
if this is a first occurrence of chemical dependency by Physician and Physician
enters an approved treatment program and successfully continues such program
through completion. If Physician refuses to submit to an independent examination
to determine chemical dependency, or does not successfully complete the
treatment program, or if this is a second or subsequent occurrence of a chemical
dependency, the Company shall be entitled to terminate this Agreement.

     (j) At the election of Physician.

     A termination For Cause under this Section 7.1 shall be effective upon the
date set forth in a written notice of termination delivered in accordance with
the notice provisions of this Agreement.

     7.2 Termination For Cause By Physician. This Agreement and the employment
of Physician may be terminated by Physician "For Cause" under any one of the
following circumstances:

     (a) The Company commits any material act of fraud, misappropriation,
willful destruction of property or theft against the Physician.

     (b) The Company's default or breach of any material provision of this
Agreement including without limitation Company's failure to faithfully and
diligently perform its duties pursuant to this Agreement; provided, that Company
shall not be in default or breach hereunder unless it shall have failed to cure
such default or breach within thirty (30) days of written notice thereof by the
Physician to the Company. Notwithstanding, this Agreement may be terminated by
Physician pursuant to this provision if the Company shall have duly received
notice on at least two prior instances of the same or substantially similar
breach or default (whether or not cured by the Company).

     (c) The Company engages in gross misconduct or is grossly negligent in the
of its duties hereunder.

     (d) The Company's conviction of or plea of no contest to any crime
involving moral turpitude or plea of no contest to any felony crime or is
convicted of or pleads guilty to a felony offense, provided, such conviction or
plea does not result from or arise out of the intentional act(s) or omissions or
the negligence of Physician

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         (e) The loss, or suspension, for a period longer than four (4) months
of the Company's right to operate its business in the State of Florida, provided
such loss or suspension does not result from or arise out of the intentional
act(s) or omissions or the negligence of Physician

     (f) The Company's status as an approved medical provider under the federal
Medicare/Medicaid system being revoked, or suspended for a period greater than
sixty (60) days, provided, however, that such sixty (60) month period shall not
apply if the Company is the subject of a criminal investigation for
Medicare/Medicaid violations and further provided such revocation or suspension
does not result from or arise out of the intentional act(s) or omission(s) or
negligence of Physician.

     (g) At the election of the Company without cause.

     (h) In the event that (a) the Company shall have dissolved, ceased active
business operations or liquidated, unless such dissolution, cessation or
liquidation results from reorganization, acquisition, merger or similar event,
or (b) bankruptcy or insolvency proceedings, including any proceeding under
Title 11 of the United States Code, have been brought by or against the Company
and, in the event such a proceeding has been brought against the Company,
remains undismissed for a period of sixty (60) days, or an assignment has been
made for the benefit of the Company's creditors or a receiver of such Company's
assets has been appointed.

     A termination For Cause under this Section 7.2 shall be effective upon the
date set forth in a written notice of termination delivered in accordance with
the notice provisions of this Agreement.

     7.3 Termination Without Cause. This Agreement and the employment of the
Physician may be terminated "Without Cause" as follows:

     (a) By mutual agreement of the parties hereto.

     (b) At the election of the Company (which shall be done by its giving not
less than sixty (60) days written notice to Physician) in the event of an
illness or incapacity described in Article V or if any other reason whatsoever.

     (c) Upon Physician's death.

     (d) If the Company fails to afford Physician the assets necessary to the
duties required hereunder.

     (e) At the election of the Physician if the Company requires Physician to
relocate her current residence.

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A termination Without Cause under Sections 7.3(b) and (e) hereof shall be
effective upon the date set forth in a written notice of termination delivered
in accordance with the notice provisions of such sections. A termination Without
Cause under Section 7.3(a) hereof shall be automatically effective upon the date
of mutual agreement. A termination Without Cause under Sections 7.3(c) or (d)
hereof shall be effective upon the date such event takes place.

     7.4 Effect of Termination For Cause By Company. If Physician's employment
is terminated "For Cause" by the Company:

     (a) Physician shall be entitled to accrued base salary under Section 3.1
through the date of termination.

     (b) Physician shall be entitled to receive all benefits as would have been
awarded under Section 3.4 hereof through the date of termination, which benefits
shall be awarded as and when the same would have been awarded under the
Agreement had it not been terminated.

     (c) All Bonuses accrued but not yet paid and any stock options not yet
vested on the date of termination under Section 3.2 and 3.3, respectively,
hereof shall be forfeited.

     (d) Except as provided in Article X, this Agreement shall thereupon
terminate and cease to be of any further force or effect.

     7.5 Effect of Termination Without Cause or Termination By Physician For
Cause. If Physician's employment is terminated "Without Cause" or if Physician
terminates this Agreement "For Cause":

     (a) Physician shall be entitled to accrued base salary under Section 3.1.
and accrued, but unpaid Bonuses under 3.2 hereof, through the date of
termination.

     (b) Physician shall be entitled to receive all benefits as would have been
awarded under Section 3.4 hereof through the date of termination, which benefits
shall be awarded as and when the same would have been awarded under the
Agreement had it not been terminated.

     (c) All unvested stock options, if any, under Section 3.3 hereof shall
immediately vest in full.

     (d) Physician shall be entitled to receive all amounts of incentive
compensation as would have been payable under Section 3.1.2 hereof through the
Term of the Agreement which amounts shall be paid as and when the same would
have been paid under the Agreement had it not been terminated.

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     (e) Physician shall be entitled to a lump sum severance payment in an
amount equal to Three Hundred Thousand Dollars ($300,000.00).

     (f) Except as provided in Article X, this Agreement shall thereupon
terminate and cease to be of any further force or effect including Section 8.1.

     ARTICLE VIII Non-Competition and Non-Interference

     8.1 Noncompetition; Confidentiality. As an inducement to the Company to
execute this Agreement and in order to preserve the goodwill associated with the
business of the Company and in addition to and not in limitation of any
covenants contained in any agreement executed and delivered herewith, Physician
hereby covenants and agrees as follows:

         8.1.1 Covenant Not to Compete. During the term of this Agreement and
for a period of two (2) years after its termination "For Cause by the Company",
Physician will not directly or indirectly, within the Territory (as hereinafter
defined):

               (1) be employed by, act as an agent, consultant or contractor of,
engage in, continue in or carry on any business which competes with the Business
of the Company or any business of PainCare or any of its subsidiaries that is
substantially similar to the Business of the Company, including owning or
controlling any financial interest in any corporation, partnership, firm or
other form of business organization which is so engaged;

               (2) be employed by, consult with, advise or assist in any way,
whether or not for consideration, any corporation, partnership, firm or other
business organization which is now or becomes a competitor of the Company or
PainCare and its subsidiaries in any aspect with respect to the Business of the
Company, including, but not limited to, advertising or otherwise endorsing the
products of any such competitor; soliciting patients and customers or otherwise
serving as an intermediary for any such competitor; loaning money or rendering
any other form of financial assistance to or engaging in any form of business
transaction on other than on an arm's length basis with any such competitor;

               (3) offer employment to an employee of the Company, PainCare or
any of its subsidiaries, without the prior written consent of the Company; or
(4) engage in any practice the purpose of which is to evade the provisions of
this covenant not to compete or to commit any act which adversely affects the
Company, the PainCare or its subsidiaries or their businesses;

provided, however, that the foregoing shall not prohibit the ownership of
securities of corporations which are listed on a national securities exchange or
traded in the national over-the-counter market in an amount which shall not
exceed 5% of the outstanding shares of any such corporation. The parties agree
that the geographic scope of this covenant not to compete shall be a fifteen
(15) mile radius extending outward from the Clinic's location as it may exist
from time

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to time (the "Territory"). The parties agree that the Company or PainCare, as
the case may be, may sell, assign or otherwise transfer this covenant not to
compete, in whole or in part, to any person, corporation, firm or entity that
purchases all or part of the Company's, or PainCare's, business. In the event a
court of competent jurisdiction determines that the provisions of this covenant
not to compete are excessively broad as to duration, geographical scope or
activity, it is expressly agreed that this covenant not to compete shall be
construed so that the remaining provisions shall not be affected, but shall
remain in full force and effect, and any such over broad provisions shall be
deemed, without further action on the part of any person, to be modified,
amended and/or limited, but only to the extent necessary to render the same
valid and enforceable in such jurisdiction.

         8.1.2 Relief for Violations. Physician agrees that the provisions and
restrictions contained in this Section are necessary to protect the legitimate
continuing interests of the Company and PainCare and that any violation or
breach of these provisions will result in irreparable injury to the Company and
PainCare for which a remedy at law would be inadequate.

     8.2 Severability. If any covenant or provision contained in Article VIII is
determined to be void or unenforceable in whole or in part, it shall not be
deemed to affect or impair the validity of any other covenant or provision. If,
in any arbitration or judicial proceeding, a tribunal shall refuse to enforce
all of the separate covenants deemed included in this Article VIII, then such
unenforceable covenants shall be deemed eliminated from the provisions hereof
for the purpose of such proceedings to the extent necessary to permit the
remaining separate covenants to be enforced in such proceedings.

     ARTICLE IX Miscellaneous

     9.1 No Waivers. The failure of either party to enforce any provision of
this Agreement shall not be construed as a waiver of any such provision, nor
prevent such party thereafter from enforcing such provision or any other
provision of this Agreement.

     9.2 Notices. Any notice to be given to the Company and Physician under the
terms of this Agreement may be delivered personally, by telecopy, telex or other
form of written electronic transmission, or by registered or certified mail,
postage prepaid, and shall be addressed as follows:

         If to the Company: PAIN & REHABILITATION NETWORK, INC.
                            37 North Orange Avenue,
                            Suite 500 Orlando, FL 32801

         With copies to:    PAINCARE HOLDINGS, INC.
                            37 North Orange Avenue,
                            Suite 500 Orlando, FL 32801

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     If to Physician: Andrea Trescot, M.D. 2558 Admirals Walk Drive S.
                                           Orange Park, FL 32073

     Either party may hereafter notify the other in writing of any change in
address. Any notice shall be deemed duly given (i) when personally delivered,
(ii) when telecopied, telexed or transmitted by other form of written electronic
transmission (upon confirmation of receipt) or (iii) on the third day after it
is mailed by registered or certified mail, postage prepaid, as provided herein.

     9.3 Severability. The provisions of this Agreement are severable and if any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby.

     9.4 Successors and Assigns. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company, including the survivor upon any merger,
consolidation, share exchange or combination of the Company with any other
entity. Physician shall not have the right to assign, delegate or otherwise
transfer any duty or obligation to be performed by her hereunder to any person
or entity.

     9.5 Entire Agreement. This Agreement supersedes all prior and
contemporaneous agreements and understandings between the parties hereto, oral
or written, and may not be modified or terminated orally. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced. This Agreement was the subject of negotiation by the parties hereto
and their counsel. The parties agree that no prior drafts of this Agreement
shall be admissible as evidence (whether in any arbitration or court of law) in
any proceeding which involves the interpretation of any provisions of this
Agreement.

     9.6 Consent to Jurisdiction; Venue. This Agreement shall be governed by,
and construed in accordance with the laws of the State of Florida. To induce one
another to enter into this Agreement, and in consideration thereof, the parties
covenant and agree that any state or federal court located in Orlando, Orange
County, Florida shall have exclusive jurisdiction of any action or proceeding
relating to, or arising under or in connection with this Agreement and the
Physician and the company each consents, to personal jurisdiction of such courts
and waives any objection to such courts' jurisdiction. The parties hereto agree
that any claim or suit between or among any of the parties hereto relating to or
arising under or in connection with this Agreement shall be brought only in and
decided by the state or federal courts located in Orange County, Florida.

     9.7 Section Headings. The section headings contained herein are for the
purposes of convenience only and are not intended to define or limit the
contents of said sections.

                                      -13-

<PAGE>

     9.8  Further Assurances. Each party hereto shall cooperate and shall take
such further action and shall execute and deliver such further documents as may
be reasonably requested by the other party in order to carry out the provisions
and purposes of this Agreement.

     9.9  Gender. Whenever the pronouns "she" or "her" are used herein they
shall also be deemed to mean "she" or "her" or "it" or "its" whenever
applicable. Words in the singular shall be read and construed as though in the
plural and words in the plural shall be read and construed as though in the
singular in all cases where they would so apply.

     9.10 Counterparts. This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original.

     ARTICLE X Survival

     10.1 Survival. The provisions of Articles VI, VII, VIII (unless
specifically stated otherwise herein), and IX and any other sections
specifically referenced therein, of this Agreement shall survive the termination
of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

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Witnesses:                             PAIN & REHABILITATION NETWORK, INC.
                                       By: /s/ Randy Lubinsky
                                           CEO
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                                       Physician:
                                       Andrea Trescot, M.D.
                                       /s/ Andrea Trescot, M.D.
--------------------------------------------------------------------------------

                                      -14-