Exhibit
      4.2 - Form of Non-Qualified Stock Option Agreement

    


    MDWERKS,
      INC.

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    FOR

    __________________________

     

    Agreement

     

    Grant
      of Option.
      MDwerks, Inc. (the “Company”) hereby grants, as of ________, 200_ (“Date of
      Grant”), to _____________ (the “Optionee”) an option (the “Option”) to purchase
      up to ______ shares of the Company’s Common Stock, par value $.001 per share
      (the “Shares”), at an exercise price per share equal to $______ (the “Exercise
      Price”). The Option shall be subject to the terms and conditions set forth
      herein. The Option was issued pursuant to the Company’s 2005 Incentive
      Compensation Plan (the “Plan”), which is incorporated herein for all purposes.
      The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option.
      The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to
      be
      bound by all of the terms and conditions hereof and thereof and all applicable
      laws and regulations.

     

    Definitions.
      Unless
      otherwise provided herein, terms used herein that are defined in the Plan and
      not defined herein shall have the meanings attributed thereto in the
      Plan.

     

    Exercise
      Schedule.
      Except
      as otherwise provided in Sections 6 or 9 of this Agreement, or in the Plan,
      the
      Option is exercisable in installments as provided below, which shall be
      cumulative. To the extent that the Option has become exercisable with respect
      to
      a percentage of Shares as provided below, the Option may thereafter be exercised
      by the Optionee, in whole or in part, at any time or from time to time prior
      to
      the expiration of the Option as provided herein. The following table indicates
      each date (the “Vesting Date”) upon which the Optionee shall be entitled to
      exercise the Option with respect to the percentage of Shares granted as
      indicated beside the date, provided that the Continuous Service of the Optionee
      continues through and on the applicable Vesting Date: 

     

    
      	 	Percentage of Shares	 	Vesting Date	 


    

       

    Except
      as
      otherwise specifically provided herein, there shall be no proportionate or
      partial vesting in the periods prior to each Vesting Date, and all vesting
      shall
      occur only on the appropriate Vesting Date. Upon the termination of the
      Optionee’s Continuous Service with the Company and its Related Entities, any
      unvested portion of the Option shall terminate and be null and
      void.

     

    Method
      of Exercise.
      The
      vested portion of this Option shall be exercisable in whole or in part in
      accordance with the exercise schedule set forth in Section 3 hereof by written
      notice which shall state the election to exercise the Option, the number of
      Shares in respect of which the Option is being exercised, and such other
      representations and agreements as to the holder’s investment intent with respect
      to such Shares as may be required by the Company pursuant to the provisions
      of
      the Plan. Such written notice shall be signed by the Optionee and shall be
      delivered in person or by certified mail to the Secretary of the Company. The
      written notice shall be accompanied by payment of the Exercise Price. This
      Option shall be deemed to be exercised after both (a) receipt by the Company
      of
      such written notice accompanied by the Exercise Price and (b) arrangements
      that
      are satisfactory to the Committee in its sole discretion have been made for
      Optionee’s payment to the Company of the amount, if any, that is necessary to be
      withheld in accordance with applicable Federal or state withholding
      requirements. No Shares will be issued pursuant to the Option unless and until
      such issuance and such exercise shall comply with all relevant provisions of
      applicable law, including the requirements of any stock exchange upon which
      the
      Shares then may be traded.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Method
      of Payment.
      Payment
      of the Exercise Price shall be by any of the following, or a combination
      thereof, at the election of the Optionee: (a) cash; (b) check; (c) with Shares
      that have been held by the Optionee for at least 6 months (or such other Shares
      as the Company determines will not cause the Company to recognize for financial
      accounting purposes a charge for compensation expense); (d) pursuant to a
“cashless exercise” procedure, by delivery of a properly executed exercise
      notice together with such other documentation, and subject to such guidelines,
      as the Committee shall require to effect an exercise of the Option and delivery
      to the Company by a licensed broker acceptable to the Company of proceeds from
      the sale of Shares or a margin loan sufficient to pay the Exercise Price and
      any
      applicable income or employment taxes; or (e) such other consideration or in
      such other manner as may be determined by the Committee in its absolute
      discretion.

     

    Termination
      of Option.
      

     

    (a)  Any
      unexercised portion of the Option shall automatically and without notice
      terminate and become null and void at the time of the earliest to occur of
      the
      following:

     

    (i) unless
      the Committee otherwise determines in writing in its sole discretion, three
      months after the date on which the Optionee’s Continuous Service with the
      Company and its Related Entities is terminated for any reason other than by
      reason of (A) termination of the Optionee’s Continuous Service by the Company or
      a Related Entity for Cause, (B) a Disability of the Optionee as determined
      by a
      medical doctor satisfactory to the Committee, or (C) the Optionee's
      death;

     

    (ii) immediately
      upon the termination of the Optionee’s Continuous Service with the Company and
      its Related Entities for Cause;

     

    (iii) twelve
      months after the date on which the Optionee’s Continuous Service with the
      Company and its Related Entities is terminated by reason of a Disability as
      determined by a medical doctor satisfactory to the Committee;

     

    (iv) twelve
      months after the date of termination of the Optionee’s Continuous Service with
      the Company and its Related Entities by reason of the death of the Optionee
      (or,
      if later, three months after the date on which the Optionee shall die if such
      death shall occur during the one year period specified in paragraph (iii) of
      this Section 0);
      

     

    (v) the
      tenth
      anniversary of the date as of which the Option is granted; or

     

    
      
         

      

      
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    (vi) immediately
      in the event that the Optionee, if he or she had been an outside Director,
      shall
      file any lawsuit or arbitration claim against the Company or any Subsidiary,
      or
      any of their respective officers, directors or shareholders.

     

    (b)  To
      the
      extent not previously exercised, (i) the Option shall terminate immediately
      in
      the event of (1) the liquidation or dissolution of the Company, or (2) any
      reorganization, merger, consolidation or other form of corporate transaction
      in
      which the Company does not survive or the Shares are converted into or exchanged
      for securities issued by another entity, or an affiliate of such successor
      or
      acquiring entity, unless the successor or acquiring entity, or an affiliate
      of
      such successor or acquiring entity, assumes the Option or substitutes an
      equivalent option or right pursuant to Section 10(c) of the Plan, and (ii)
      the
      Committee in its sole discretion may by written notice (“cancellation notice”)
      cancel, effective upon the consummation of any corporate transaction described
      in Subsection 9(b)(i) of the Plan in which the Company does survive, the Option
      (or portion thereof) that remains unexercised on such date. The Committee shall
      give written notice of any proposed transaction referred to in this Section
      6(b)
      a reasonable period of time prior to the closing date for such transaction
      (which notice may be given either before or after approval of such transaction),
      in order that the Optionee may have a reasonable period of time prior to the
      closing date of such transaction within which to exercise the Option if and
      to
      the extent that it then is exercisable (including any portion of the Option
      that
      may become exercisable upon the closing date of such transaction). The Optionee
      may condition his exercise of the Option upon the consummation of a transaction
      referred to in this Section 6(b).

     

    Transferability.
      Unless
      otherwise determined by the Committee, the Option granted hereby is not
      transferable otherwise than by will or under the applicable laws of descent
      and
      distribution, and during the lifetime of the Optionee the Option shall be
      exercisable only by the Optionee, or the Optionee’s guardian or legal
      representative. In addition, the Option shall not be assigned, negotiated,
      pledged or hypothecated in any way (whether by operation of law or otherwise),
      and the Option shall not be subject to execution, attachment or similar process.
      Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the
      Option, or in the event of any levy upon the Option by reason of any execution,
      attachment or similar process contrary to the provisions hereof, the Option
      shall immediately become null and void. The terms of this Option shall be
      binding upon the executors, administrators, heirs, successors and assigns of
      the
      Optionee. 

     

    No
      Rights of Stockholders.
      Neither
      the Optionee nor any personal representative (or beneficiary) shall be, or
      shall
      have any of the rights and privileges of, a stockholder of the Company with
      respect to any shares of Stock purchasable or issuable upon the exercise of
      the
      Option, in whole or in part, prior to the date of exercise of the
      Option.

     

    Acceleration
      of Exercisability of Option.
      

     

    (a) This
      Option shall become immediately fully exercisable in the event that, prior
      to
      the termination of the Option pursuant to Section 6 hereof, (i) the Company
      exercises its discretion to provide a cancellation notice with respect to the
      Option pursuant to Section 6(b)(ii) hereof, or (ii) the Option is terminated
      pursuant to Section 6(b)(i) hereof.

     

    
      
         

      

      
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    (b) This
      Option shall become immediately fully exercisable in the event that, prior
      to
      the termination of the Option pursuant to Section 6 hereof, and during the
      Optionee's Continuous Service, there is a “Change in Control,” as defined in
      Section 9(b) of the Plan.

     

    (c) Notwithstanding
      the foregoing, if in the event of a Change in Control the successor company
      assumes or substitutes for the Option, the vesting of the Option shall not
      be
      accelerated as described in Section 9(b). For the purposes of this paragraph,
      the Option shall be considered assumed or substituted for it following the
      Change in Control the Option or substituted option confers the right to
      purchase, for each Share subject to the Option 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 exercise or vesting of the Option will be solely common
      stock of the successor company or its parent or subsidiary substantially equal
      in 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, on such terms and conditions as may
      be
      set forth in an Award Agreement, in the event of a termination of the Optionee’s
      employment in such successor company (other than for Cause) within 24 months
      following such Change in Control, the option held by the Optionee at the time
      of
      the Change in Control shall be accelerated as described in paragraph (b) of
      this
      Section 9.

     

    No
      Right to Continued Employment.
      Neither
      the Option nor this Agreement shall confer upon the Optionee any right to
      continued employment or service with the Company.

     

    Law
      Governing.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of Florida.

     

    Interpretation
      / Provisions of Plan Control.
      This
      Agreement is subject to all the terms, conditions and provisions of the Plan,
      including, without limitation, the amendment provisions thereof, and to such
      rules, regulations and interpretations relating to the Plan adopted by the
      Committee as may be in effect from time to time. If and to the extent that this
      Agreement conflicts or is inconsistent with the terms, conditions and provisions
      of the Plan, the Plan shall control, and this Agreement shall be deemed to
      be
      modified accordingly. The Optionee accepts the Option subject to all of the
      terms and provisions of the Plan and this Agreement. The undersigned Optionee
      hereby accepts as binding, conclusive and final all decisions or interpretations
      of the Committee upon any questions arising under the Plan and this Agreement,
      unless shown to have been made in an arbitrary and capricious
      manner.

     

    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 Optionee,
      to
      the Optionee’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.

     

    
      
         

      

      
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    Tax
      Consequences.
      Set
      forth below is a brief summary as of the date of this Option Agreement of some
      of the federal tax consequences of exercise of this Option and disposition
      of
      the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
      REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
      BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     

    (a) The
      Optionee will not recognize any income on receipt of the Option. 

     

    (b) The
      Optionee will recognize ordinary income at the time he exercises the Option
      equal to the amount by which the Fair Market Value of the Shares on the date
      of
      exercise exceeds the Exercise Price paid for the Shares. The amount so
      recognized is subject to income tax withholding and employment taxes if the
      Optionee is an employee of the Company or a Related Entity.

     

    (c) The
      Optionee’s tax basis for the Shares received as a result of the exercise of the
      Option will be equal to the Fair Market Value of those Shares on the date the
      Option is exercised.

     

    (d) Upon
      the
      sale of the Shares, the Optionee will recognize a capital gain or loss on the
      difference between the amount realized from the sale of the Shares and the
      Fair
      Market Value on the date the Option is exercised. The gain or loss would be
      short- or long-term depending upon whether the Shares were held for at least
      one
      year after the date of exercise of the Option.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the _____
      day of __________, 200_.

     

    
      	 	 	 
	 	COMPANY:
	 	 
	 	MDWERKS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    


    The
      Optionee acknowledges receipt of a copy of the Plan and represents that he
      or
      she has reviewed the provisions of the Plan and this Option Agreement in their
      entirety, is familiar with and understands their terms and provisions, and
      hereby accepts this Option subject to all of the terms and provisions of the
      Plan and the Option Agreement. The Optionee further represents that he or she
      has had an opportunity to obtain the advice of counsel prior to executing this
      Option Agreement.

     

    
      	 	 	 	 
	Dated:_____________,
              200_ 	 	 	OPTIONEE:
	 	 	 	 
	 	 	 	By: 
	
            	 	 	
              
Name:


    

     

     

    
      
         

      

      
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