0001349409-06-000051 Sample Contracts

WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement • May 8th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York

This Warrant Cancellation Agreement (this “Agreement”), dated as of May 3 2006 (the "Effective Date"), is executed and delivered to PAINCARE HOLDINGS, INC. a corporation organized under the laws of the State of Florida, (the "Company"), in connection with each of those certain warrants issued to Laurus Master Fund, Ltd., a Cayman Islands company

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WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement • May 8th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York

This Warrant Cancellation Agreement (this “Agreement”), dated as of May 4, 2006 (the "Effective Date"), is executed and delivered to PAINCARE HOLDINGS, INC. a corporation organized under the laws of the State of Florida, (the "Company"), in connection with each of those certain warrants issued to Midsummer Investment, Ltd. (“Midsummer”) as set forth on Annex A hereto (the “Warrants”).

WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement • May 8th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York

This Warrant Cancellation Agreement (this “Agreement”), dated as of May 4, 2006 (the "Effective Date"), is executed and delivered to PAINCARE HOLDINGS, INC. a corporation organized under the laws of the State of Florida, (the "Company"), in connection with each of those certain warrants issued to Islandia, L.P. (“Islandia”) as set forth on Annex A hereto (the “Warrants”).

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