Exhibit
10.1

    

     

    MDWERKS,
INC.

    RESTRICTED
STOCK AGREEMENT

    FOR

    _____________________

     

    Agreement

     

    1.           Award of Restricted
Stock.  The
Committee hereby grants, as of _________, 2009 (the “Date of Grant”), to __________________,
_________ restricted shares of the Company’s Common Stock, par value $.001 per
share (collectively, the “Restricted Stock”).  The Restricted Stock
shall be subject to the terms, provisions and restrictions set forth in this
Agreement and in the Plan.  The Restricted Stock is being issued
pursuant to the Company’s 2005 Incentive Compensation Plan (the “Plan”), which
is incorporated herein for all purposes.  As a condition to entering
into this Agreement, and as a condition to the issuance of any Shares (or any
other securities of the Company), the Recipient agrees to be bound by all of the
terms and conditions herein and in the Plan.  Unless otherwise
provided herein, terms used herein that are defined in the Plan and not defined
herein shall have the meanings attributable thereto in the Plan.

     

    2.           Vesting of Restricted
Stock.

     

    (a)           Except
as otherwise provided in Sections 2(b), 2(c), 2(d), 2(e) and 4 hereof, the
shares of Restricted Stock shall become vested in the following amounts, at the
following times and upon the following conditions, provided that the Continuous
Service of the Recipient continues through and on the applicable Vesting
Date:

     

    
      
        	
                Number of Shares of Restricted
      Stock

              	
                Vesting Date

              
	 
      	 
      
	 
      	 
      


      

    

    There
shall be no proportionate or partial vesting of shares of Restricted Stock in or
during the months, days or periods prior to each Vesting Date, and all vesting
of shares of Restricted Stock shall occur only on the applicable Vesting
Date.

     

    (b)           In
the event that a Change in Control of the Company occurs during the Recipient's
Continuous Service, the shares of Restricted Stock subject to this Agreement
shall become immediately vested as of the date of the Change in Control.
Notwithstanding the foregoing, if in the event of a Change in Control the
successor company assumes or substitutes another award for this Restricted Stock
award, then the vesting of the Restricted Stock shall not be accelerated as
described in this paragraph (b).  For purposes of this paragraph, the
Restricted Stock shall be considered assumed or substituted for if following the
Change in Control the award confers the right to receive, for each Share subject
to the Restricted Stock award immediately prior to the Change in Control, the
consideration (whether stock, cash or other securities or property) received in
the transaction constituting a Change in Control by holders of Shares for each
Share held on the effective date of such transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the transaction constituting a Change in Control
is not solely common stock of the successor company or its parent or subsidiary,
the Committee may, with the consent of the successor company or its parent or
subsidiary, provide that the consideration to be received upon the vesting of
the Restricted Stock shall be solely common stock of the successor company or
its parent or subsidiary substantially equal in the fair market value to the per
share consideration received by holders of Shares in the transaction
constituting a Change in Control.  The determination of such
substantial equality of value of consideration shall be made by the Committee in
its sole discretion and its determination shall be conclusive and
binding.  Notwithstanding the foregoing, in the event of a termination
of the Recipient's employment in such successor company (other than for Cause)
within 24 months following such Change in Control, the Restricted Stock held by
the Optionee at that time of the Change in Control shall be accelerated as
described in this paragraph (b).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           Notwithstanding
any other term or provision of this Agreement, in the event that the Recipient’s
Continuous Service is terminated either by the Company without Cause or by the
Recipient for Good Reason, the shares of Restricted Stock subject to this
Agreement shall become immediately vested as of the date of the termination of
the Recipient’s Continuous Service.

     

    (d)           Notwithstanding
any other term or provision of this Agreement, the Board or the Committee shall
be authorized, in its sole discretion, based upon its review and evaluation of
the performance of the Recipient and of the Company, to accelerate the vesting
of any shares of Restricted Stock under this Agreement, at such times and upon
such terms and conditions as the Board or the Committee shall deem
advisable.

     

    (e)           In
the event that the Recipient’s Continuous Service terminates by reason of the
Recipient’s Disability or death, all of the shares of Restricted Stock subject
to this Agreement shall be immediately vested as of the date of such Disability
or death, whichever is applicable, and shall be delivered, subject to any
requirements under this Agreement, to the Recipient, in the event of his or her
Disability, or in the event of the Recipient’s death, to the beneficiary or
beneficiaries designated by the Recipient, or if the Recipient has not so
designated any beneficiary(ies), or no designated beneficiary survives the
Recipient, such shares shall be delivered to the personal representative of the
Recipient’s estate.

     

    (f)           For
purposes of this Agreement, the following terms shall have the meanings
indicated:

     

    (i)           “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance
of services between the Recipient and the Company or a Related Entity or, in the
absence of any such agreement or any such definition in such agreement, such
term shall mean (1) the failure by the Recipient to perform, in a reasonable
manner, his or her duties as assigned by the Company or a Related Entity, (2)
any violation or breach by the Recipient of his or her employment, consulting or
other similar agreement with the Company or a Related Entity, if any, (3) any
violation or breach by the Recipient of any non-competition, non-solicitation,
non-disclosure and/or other similar agreement with the Company or a Related
Entity, (4) any act by the Recipient of dishonesty or bad faith with respect to
the Company or a Related Entity, (5) use of alcohol, drugs or other similar
substances in a manner that adversely affects the Recipient’s work performance,
or (6) the commission by the Recipient of any act, misdemeanor, or crime
reflecting unfavorably upon the Recipient or the Company or any Related
Entity.  The good faith determination by the Committee of whether the
Recipient’s Continuous Service was terminated by the Company for “Cause” shall
be final and binding for all purposes hereunder.

     

    (ii)           “Change
in Control” means the occurrence of any of the following:

     

    
      
         

      

      
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    (1)           The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of
either (A) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities) (the
foregoing Beneficial Ownership hereinafter being referred to as a "Controlling
Interest"); provided, however, that for purposes of this Section 2(f)(ii), the
following acquisitions shall not constitute or result in a Change of
Control:  (v) any acquisition directly from the Company; (w) any
acquisition by the Company; (x) any acquisition by any Person that as of the
Date of Grant owns Beneficial Ownership of a Controlling Interest; (y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Related Entity; or (z) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (3) below;

     

    (2)           During
any period of two (2) consecutive years (not including any period prior to the
Date of Grant) individuals who constitute the Board on the Date of Grant (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Date of Grant whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;

     

    (3)           Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its Subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by the Company
or any of its Subsidiaries (each a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or substantially all of the
individuals and entities who were the Beneficial Owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination or any
Person that as of the Date of Grant owns Beneficial Ownership of a Controlling
Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more
of the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or

     

    (4)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    
      
         

      

      
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    (iii)           “Disabled”
or “Disability” means a permanent and total disability (within the meaning of
Section 22(e) of the Code) as determined by a medical doctor satisfactory to the
Committee where the inability of the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than three months.

     

    (iv)           “Consultant”
means any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as a Director) who is engaged by
the Company or any Related Entity to render consulting or advisory services to
the Company or such Related Entity.

     

    (v)           “Continuous
Service” means the continuous service to the Company or a Related Entity,
without interruption or termination, in any capacity of Employee, Director or
Consultant.  Continuous Service shall not be considered interrupted in
the case of (1) any approved leave of absence, (2) transfers among the Company,
any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (3) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of Employee, Director
or Consultant.  An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.

     

    (vi)           “Director”
means a member of the Board or the board of directors of any Related
Entity.

     

    (vii)           “Employee”
means any person, including an Officer or Director, who is an employee of the
Company or any Related Entity. The payment of a Director’s normal compensation
and fee (as applicable to all Directors or Committee members, as the case may
be) by the Company or a Related Entity shall not be sufficient to constitute
“employment” by the Company.

     

    (viii)           “Good
Reason” shall have the equivalent meaning or the same meaning as “good reason”
or “for good reason” set forth in any employment, consulting or other agreement
for the performance of services between the Recipient and the Company or a
Related Entity or, in the absence of any such agreement or any such definition
in such agreement, such term shall mean (1) the assignment to the Recipient of
any duties inconsistent in any material respect with the Recipient's position
(including status, titles and reporting requirements), authority, duties or
responsibilities as assigned by the Company or a Related Entity, or any other
action by the Company or a Related Entity which results in a material diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated,  insubstantial and inadvertent action not taken
in bad faith and which is remedied by the Company or a Related Entity promptly
after receipt of notice thereof given by the Recipient; or (2) any material
failure by the Company or a Related Entity to comply with its obligations to the
Recipient as agreed upon in writing, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company or a Related Entity promptly after receipt of notice thereof given by
the Recipient.

     

    (ix)           “Non-Vested
Shares” means any portion of the Restricted Stock subject to this Agreement that
has not become vested pursuant to this Section 2.

     

    (x)           “Parent”
means any corporation (other than the Company), whether now or hereafter
existing, in an unbroken chain of corporations ending with the Company, if each
of the corporations in the chain (other than the Company) owns stock possessing
50% or more of the combined voting power of all classes of stock in one of the
other corporations in the chain.

     

    
      
         

      

      
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    (xi)           “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof,
and shall include a “group” as defined in Section 13(d) thereof.

     

    (xii)           “Related
Entity” means any Parent or Subsidiary, and any business, corporation,
partnership, limited liability company or other entity in which the Company, a
Parent or a Subsidiary holds a substantial ownership interest, directly or
indirectly.

     

    (xiii)           “Subsidiary”
means any corporation or other entity in which the Company has a direct or
indirect ownership interest of 50% or more of the total combined voting power of
the then outstanding securities or interests of such corporation or other entity
entitled to vote generally in the election of directors or in which the Company
has the right to receive 50% or more of the distribution of profits or 50% or
more of the assets on liquidation or dissolution.

     

    (xiv)           “Vested
Shares” means any portion of the Restricted Stock subject to this Agreement that
is and has become vested pursuant to this Section 2.

     

    3.           Delivery of Restricted
Stock.

     

    (a)           One
or more stock certificates evidencing the Restricted Stock shall be issued in
the name of the Recipient but shall be held and retained by the Records
Administrator of the Company until the date (the “Applicable Date”) on which the
shares (or a portion thereof) subject to this Restricted Stock award become
Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section
4 hereof.  All such stock certificates shall bear the following
legends, along with such other legends that the Board or the Committee shall
deem necessary and appropriate or which are otherwise required or indicated
pursuant to any applicable stockholders agreement:

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND
OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH RESTRICTIONS ARE BINDING ON
TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN
THE COMPLETE FORFEITURE OF THE SHARES.

     

    (b)           The
Recipient shall deposit with the Company stock powers or other instruments of
transfer or assignment, duly endorsed in blank with signature(s) guaranteed,
corresponding to each certificate representing shares of Restricted Stock until
such shares become Vested Shares.  If the Recipient shall fail to
provide the Company with any such stock power or other instrument of transfer or
assignment, the Recipient hereby irrevocably appoints the Secretary of the
Company as his attorney-in-fact, with full power of appointment and
substitution, to execute and deliver any such power or other instrument which
may be necessary to effectuate the transfer of the Restricted Stock (or
assignment of distributions thereon) on the books and records of the
Company.

     

    (c)           On
or after each Applicable Date, upon written request to the Company by the
Recipient, the Company shall promptly cause a new certificate or certificates to
be issued for and with respect to all shares that become Vested Shares on that
Applicable Date, which certificate(s) shall be delivered to the Recipient as
soon as administratively practicable after the date of receipt by the Company of
the Recipient's written request.  The new certificate or certificates
shall continue to bear those legends and endorsements that the Company shall
deem necessary or appropriate (including those relating to restrictions on
transferability and/or obligations and restrictions under the Securities
Laws.

     

    
      
         

      

      
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    4.           Forfeiture of Non-Vested
Shares.  If
the Recipient’s Continuous Service with the Company and the Related Entities is
terminated for any reason, any Shares of Restricted Stock that are not Vested
Shares, and that do not become Vested Shares pursuant to Section 2 hereof as a
result of such termination, shall be forfeited immediately upon such termination
of Continuous Service and revert back to the Company without any payment to the
Recipient.  The Committee shall have the power and authority to
enforce on behalf of the Company any rights of the Company under this Agreement
in the event of the Recipient’s forfeiture of Vested or Non-Vested Shares
pursuant to this Section 4.

     

    5.           Rights with Respect to
Restricted Stock.

     

    (a)           Except
as otherwise provided in this Agreement, the Recipient shall have, with respect
to all of the shares of Restricted Stock, whether Vested Shares or Non-Vested
Shares, all of the rights of a holder of shares of common stock of the Company,
including without limitation (i) the right to vote such Restricted Stock, (ii)
the right to receive dividends, if any, as may be declared on the Restricted
Stock from time to time, and (iii) the rights available to all holders of shares
of common stock of the Company upon any merger, consolidation, reorganization,
liquidation or dissolution, stock split-up, stock dividend or recapitalization
undertaken by the Company; provided, however, that all of such rights shall be
subject to the terms, provisions, conditions and restrictions set forth in this
Agreement (including without limitation conditions under which all such rights
shall be forfeited).   Any Shares issued to the Recipient as a
dividend with respect to shares of Restricted Stock shall have the same status
and bear the same legend as the shares of Restricted Stock and shall be held by
the Company, if the shares of Restricted Stock that such dividend is attributed
to is being so held, unless otherwise determined by the Committee.

     

    (b)           If
at any time while this Agreement is in effect (or shares granted hereunder shall
be or remain unvested while Recipient’s Continuous Service continues and has not
yet terminated or ceased for any reason), there shall be any increase or
decrease in the number of issued and outstanding Shares of the Company through
the declaration of a stock dividend or through any recapitalization resulting in
a stock split-up, combination or exchange of such Shares, then and in that
event, the Board or the Committee shall make any adjustments it deems fair and
appropriate, in view of such change, in the number of shares of Restricted Stock
then subject to this Agreement.  If any such adjustment shall result
in a fractional share, such fraction shall be disregarded.

     

    (c)           Notwithstanding
any term or provision of this Agreement to the contrary, the existence of this
Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not
affect in any manner the right, power or authority of the Company to make,
authorize or consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business; (ii) any merger, consolidation or similar transaction by or of the
Company; (iii) any offer, issue or sale by the Company of any capital stock of
the Company, including any equity or debt securities, or preferred or preference
stock that would rank prior to or on parity with the Restricted Stock and/or
that would include, have or possess other rights, benefits and/or preferences
superior to those that the Restricted Stock includes, has or possesses, or any
warrants, options or rights with respect to any of the foregoing; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the stock, assets or business of the Company; or (vi) any
other corporate transaction, act or proceeding (whether of a similar character
or otherwise).

     

    
      
         

      

      
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    6.           Transferability.  Unless
otherwise determined by the Committee, the shares of Restricted Stock are not
transferable unless and until they become Vested Shares in accordance with this
Agreement, otherwise than by will or under the applicable laws of descent and
distribution. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the
Recipient.  Except as otherwise permitted pursuant to the first
sentence of this Section, any attempt to effect a Transfer of any shares of
Restricted Stock prior to the date on which the shares become Vested Shares
shall be void ab initio.  For purposes of this Agreement, “Transfer”
shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge,
hypothecation, or other disposition, whether similar or dissimilar to those
previously enumerated, whether voluntary or involuntary, and including, but not
limited to, any disposition by operation of law, by court order, by judicial
process, or by foreclosure, levy or attachment.

     

    7.           Tax Matters; Section 83(b)
Election.

     

    (a)           If
the Recipient properly elects, within thirty (30) days of the Date of Grant, to
include in gross income for federal income tax purposes an amount equal to the
fair market value (as of the Date of Grant) of the Restricted Stock pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the
Recipient shall make arrangements satisfactory to the Company to pay to the
Company any federal, state or local income taxes required to be withheld with
respect to the Restricted Stock.  If the Recipient shall fail to make
such tax payments as are required, the Company shall, to the extent permitted by
law, have the right to deduct from any payment of any kind (including without
limitation, the withholding of any Shares that otherwise would be issued to you
under this Agreement) otherwise due to the Recipient any federal, state or local
taxes of any kind required by law to be withheld with respect to the Restricted
Stock.

     

    (b)           If
the Recipient does not properly make the election described in paragraph
7(a) above, the
Recipient shall, no later than the date or dates as of which the restrictions
referred to in this Agreement hereof shall lapse, pay to the Company, or make
arrangements satisfactory to the Committee for payment of, any federal, state or
local taxes of any kind required by law to be withheld with respect to the
Restricted Stock (including without limitation the vesting thereof), and the
Company shall, to the extent permitted by law, have the right to deduct from any
payment of any kind otherwise due to Recipient any federal, state, or local
taxes of any kind required by law to be withheld with respect to the Restricted
Stock.

     

    (c)           Tax
consequences on the Recipient (including without limitation federal, state,
local and foreign income tax consequences) with respect to the Restricted Stock
(including without limitation the grant, vesting and/or forfeiture thereof) are
the sole responsibility of the Recipient.  The Recipient shall consult
with his or her own personal accountant(s) and/or tax advisor(s) regarding these
matters, the making of a Section 83(b) election, and the Recipient’s filing,
withholding and payment (or tax liability) obligations.

     

    8.           Amendment, Modification and
Assignment; Non-Transferability.  This
Agreement may only be modified or amended in a writing signed by the parties
hereto.  No promises, assurances, commitments, agreements,
undertakings or representations, whether oral, written, electronic or otherwise,
and whether express or implied, with respect to the subject matter hereof, have
been made by either party which are not set forth expressly in this
Agreement.  Unless otherwise consented to in writing by the Company,
in its sole discretion, this Agreement (and Recipient’s rights hereunder) may
not be assigned, and the obligations of Recipient hereunder may not be
delegated, in whole or in part.  The rights and obligations created
hereunder shall be binding on the Recipient and his heirs and legal
representatives and on the successors and assigns of the Company.

     

    
      
         

      

      
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    9.           Complete
Agreement.  This
Agreement (together with those agreements and documents expressly referred to
herein, for the purposes referred to herein) embody the complete and entire
agreement and understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior promises, assurances,
commitments, agreements, undertakings or representations, whether oral, written,
electronic or otherwise, and whether express or implied, which may relate to the
subject matter hereof in any way.

     

    10.           Miscellaneous.

     

    (a)           No Right to (Continued)
Employment or Service.  This
Agreement and the grant of Restricted Stock hereunder shall not confer, or be
construed to confer, upon the Recipient any right to employment or service, or
continued employment or service, with the Company or any Related
Entity.

     

    (b)           No Limit on Other
Compensation Arrangements.  Nothing
contained in this Agreement shall preclude the Company or any Related Entity
from adopting or continuing in effect other or additional compensation plans,
agreements or arrangements, and any such plans, agreements and arrangements may
be either generally applicable or applicable only in specific cases or to
specific persons.

     

    (c)           Severability.  If any
term or provision of this Agreement is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or under any applicable law, rule
or regulation, then such provision shall be construed or deemed amended to
conform to applicable law (or if such provision cannot be so construed or deemed
amended without materially altering the purpose or intent of this Agreement and
the grant of Restricted Stock hereunder, such provision shall be stricken as to
such jurisdiction and the remainder of this Agreement and the award hereunder
shall remain in full force and effect).

     

    (d)           No Trust or Fund
Created.  Neither
this Agreement nor the grant of Restricted Stock hereunder shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Related Entity and the Recipient or any
other person.  To the extent that the Recipient or any other person
acquires a right to receive payments from the Company or any Related Entity
pursuant to this Agreement, such right shall be no greater than the right of any
unsecured general creditor of the Company.

     

    (e)           Law
Governing.  This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Florida (without reference to the conflict of laws
rules or principles thereof).

     

    (f)           Interpretation.           The
Recipient accepts the Restricted Stock subject to all of the terms, provisions
and restrictions of this Agreement and the Plan.  The undersigned
Recipient hereby accepts as binding, conclusive and final all decisions or
interpretations of the Board or the Committee upon any questions arising under
this Agreement or the Plan.

     

    (g)           Headings.  Section,
paragraph and other headings and captions are provided solely as a convenience
to facilitate reference.  Such headings and captions shall not be
deemed in any way material or relevant to the construction, meaning or
interpretation of this Agreement or any term or provision hereof.

     

    
      
         

      

      
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    (h)           Notices.  Any
notice under this Agreement shall be in writing and shall be deemed to have been
duly given when delivered personally or when deposited in the United States
mail, registered, postage prepaid, and addressed, in the case of the Company, to
the Company’s Chief Financial Officer at 1020 N.W. 6th Street,
Suite I, Deerfield Beach, Florida 33442, or if the Company should move its
principal office, to such principal office, and, in the case of the Recipient,
to the Recipient’s last permanent address as shown on the Company’s records,
subject to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this Section.

     

    (i)           Non-Waiver of
Breach.  The
waiver by any party hereto of the other party's prompt and complete performance,
or breach or violation, of any term or provision of this Agreement shall be
effected solely in a writing signed by such party, and shall not operate nor be
construed as a waiver of any subsequent breach or violation, and the waiver by
any party hereto to exercise any right or remedy which he or it may possess
shall not operate nor be construed as the waiver of such right or remedy by such
party, or as a bar to the exercise of such right or remedy by such party, upon
the occurrence of any subsequent breach or violation.

     

    (j)           Counterparts.  This
Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the
same agreement.

     

    IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement as of the date first written above.

     

    


     

    
      
        
          
            
              
                	 
      	
                        MDWERKS,
      INC.

                      	 
	 	 	 
	 	 	 
	 
      	
                        By:

                      	
                         
      

                      	 
	 
      	
                         

                      	
                        Name:

                      	 
	 
      	
                         

                      	
                        Title:

                      	 


              

            

          

        

      

    

    Agreed
and Accepted:

     

    
      
        
          
            
              
                	
                        RECIPIENT:

                      	 
	 	 	 
	 	 	 
	
                        By:

                      	
                          
      

                      	 
	 
      	
                        Name:

                      	 


              

            

          

        

      

    

    


    


     

    
      
         

      

      
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