April 1, 2008 Uses in Section 2.2 Clause

Section 2.2 from Loan and Security Agreement

THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this Amendment), dated as of September 15, 2005, is entered into by and among PAINCARE HOLDINGS, INC., a Florida corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers), each of the lenders that is a signatory to this Amendment (together with their respective successors and permitted assigns, individually, Lender and, collectively, Lenders), and HBK INVESTMENTS L.P., a Delaware limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, Agent; and together with each of the Lenders, individually and collectively, the Lender Group), in light of the following:

Section 2.2. of the Loan Agreement is hereby amended and restated in its entirety as follows: 2.2 Term Loans. (a) Term Loan A. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make term loans A (collectively, Term Loan A) to Borrowers from time to time from the Closing Date until the Term Loan Expiration Date, or until the earlier reduction of its Term Loan A Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lenders Term Loan A Commitment. The aggregate principal amount of Term Loan A (based on the initial principal amount) shall not exceed the Term Loan A Amount. The Term Loan A Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Term Loan A to Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan Expiration Date. Each Term Loan A requested by Borrowers pursuant to this Section 2.2(a) shall be in a minimum amount of $2,500,000. Any principal amount of Term Loan A that is repaid or prepaid may not be reborrowed. The outstanding principal of the Term Loan A shall be repayable by the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and January, commencing on April 1, 2006 and ending on the Maturity Date (or if earlier than the Maturity Date, the date that the Term Loans have been repaid in full) consisting of (i) during the period from April 1, 2006 through January 1, 2007, quarterly payments of $625,000, (ii) during the period from April 1, 2007 through January 1, 2008, quarterly payments of $1,250,000, and (iii) during the period from April 1, 2008 through the Maturity Date, equal quarterly payments which, in the aggregate, equal the remaining outstanding principal balance of Term Loan A; provided, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of Term Loan A; provided, further, for the avoidance of doubt, no installment shall be due during any period where the outstanding principal amount of Term Loan A has been repaid in full. The outstanding unpaid principal balance and all accrued and unpaid interest under Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under Term Loan A shall constitute Obligations. (b) Term Loan B. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan B Commitment agrees (severally, not jointly or jointly and severally) to make term loans B (collectively, Term Loan B) to Borrowers from time to time from the First Amendment Effective Date until the Term Loan Expiration Date, or until the earlier reduction of its Term Loan B Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lenders Term Loan B Commitment. The aggregate principal amount of Term Loan B (based on the initial principal amount) shall not exceed the Term Loan B Amount. The Term Loan B Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Term Loan B to Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan Expiration Date. Each Term Loan B requested by Borrowers pursuant to this Section 2.2(b) shall be in a minimum amount of $2,500,000. Any principal amount of Term Loan B that is repaid or prepaid may not be reborrowed. The outstanding principal of the Term Loan B shall be repayable by the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and January, commencing on April 1, 2006 and ending on the Maturity Date (or if earlier than the Maturity Date, the date that the Term Loans have been repaid in full) consisting of (i) during the period from April 1, 2006 through January 1, 2007, quarterly payments of $125,000, (ii) during the period from April 1, 2007 through January 1, 2008, quarterly payments of $250,000, and (iii) during the period from April 1, 2008 through the Maturity Date, equal quarterly payments which, in the aggregate, equal the remaining outstanding principal balance of Term Loan B; provided, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of Term Loan B; provided, further, for the avoidance of doubt, no installment shall be due during any period where the outstanding principal amount of Term Loan B has been repaid in full. The outstanding unpaid principal balance and all accrued and unpaid interest under Term Loan B shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under Term Loan B shall constitute Obligations.