Addendum to Merger Agreement



 EXHIBIT 10.1 
  
 ADDENDUM TO 
  
 MERGER AGREEMENT AND PLAN OF REORGANIZATION 
  
 BY AND AMONG 
  
 PAINCARE HOLDINGS, INC., 
  
 PAINCARE ACQUISITION COMPANY V, INC., 
  
 INDUSTRIAL & SPORT REHABILITATION, LTD., 
  
 D/B/A ASSOCIATED PHYSICIANS GROUP 
  
 AND 
  
 JOHN VICK 
  
 DATED APRIL 25, 2003. 
  

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 ADDENDUM TO MERGER AGREEMENT AND PLAN OF REORGANIZATION 
  
 This Addendum (the “Addendum”) is made and entered into this
31st day of July, 2003 with respect to that certain MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Merger Agreement”) entered into on April 25, 2003 (the “Execution Date”) by and among PAINCARE HOLDINGS,
INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY V, INC., a Florida corporation (“Subsidiary”, and together with PainCare, the “Acquiring Companies”), INDUSTRIAL & SPORT
REHABILITATION, LTD., an Illinois business corporation, d/b/a ASSOCIATED PHYSICIANS GROUP (the “Company”), and JOHN VICK, an individual (the “Shareholder”). The Company and the Shareholder are sometimes referred
to herein as the “Sellers.” PainCare, Subsidiary, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” 
  
 WHEREAS, the Parties of desirous of amending and modifying certain provisions
of the Merger Agreement as hereinafetr set forth. 
  
 NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows: 
  
 1. Manner of Payment. Section 3.4(d) of the Merger Agreement provides that: “...PainCare shall pay to the Shareholder the Intended
Installment Payment or the Adjusted Installment Payment (each an “Installment Payment”, and collectively, the “Installment Payments”) along with any Installment Payment Premium owed in accordance with Subsection (c) above as
follows: (i) fifty percent (50%) of the Installment Payment shall be made in cash via wire transfer to a bank account designated by the Shareholder at least five (5) days prior to the end of the Formula Period; and (ii) fifty percent (50%) of the
Installment Payment shall be made in PainCare Shares priced at One Dollar and 00/100 ($1.00) per one share of PainCare common stock for all Formula Periods (emphasis added).” 
  
 The Parties hereby agree that in lieu of the One Dollar and 00/100 ($1.00) per share pricing of PainCare common stock for
all Formula Periods as set forth in Section 3.4(d) that the portion of the Installment Payment(s) made in PainCare Shares shall be priced at Fair Market Value (as determined by the Parties in a separate writing of even date herewith) for all Formula
Periods. 
  
 2. CLOSING. Section 6 of the Merger Agreement
shall be deleted in its entirely and its place and stead the following new Section 6 shall be inserted: 
  
 “The closing of the Transaction (the “Closing”) shall take place via remote location as coordinated by the Parties’ respective counsel
within seven (7) days of the date of this Addendum (the “Closing Date”) and shall be effective as of August 1, 2003 for all purposes, including tax, accounting and the determination of any post-closing adjustments and the Earnout Periods
under section 3.4 of the Agreement.” 
  
 3. Entire
Agreement. The Merger Agreement, as modified hereby, 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 
  

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 waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is
sought to be enforced. 
  
 4. Counterparts. This Addendum
may be executed in counterparts, all of which taken together shall be deemed one original. 
  
 5. Effect of Addendum. Except as otherwise provided herein, the terms and conditions of the Merger Agreement shall remain unchanged and are hereby republished in their entirety subject to the modifications set
forth herein. 
  
 [THE REMAINDER OF THIS PAGE HAS
BEEN INTENTIONALLY LEFT BLANK] 
  

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

 

	 PAINCARE:
  
 PAINCARE HOLDINGS, INC., a Florida
 corporation

		
	 By:
	 	 /s/    Mark Szporka


		
	 Print:
	 	   Mark Szporka    


		
	 Its:
	 	 CFO




  

	 ACQUISITION:
  
 PAINCARE ACQUISITION COMPANY V,
 INC., a Florida
corporation

		
	 By:
	 	 /s/    Mark Szporka


		
	 Print:
	 	   Mark Szporka


		
	 Its:
	 	 CFO




  

	 COMPANY:
  
 NDUSTRIAL & SPORT REHABILITATION, LTD., an Illinois corporation, d/b/a ASSOCIATED PHYSICIANS GROUP

		
	 By:
	 	 /s/    John S. Vick


		
	 Print:
	 	   John S. Vick      


		
	 Its:
	 	 President




  

	SHAREHOLDER:
	
	 /s/    John S. Vick      


	John Vick


  

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