FIRST
      AMENDMENT TO 

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      First Amendment to Registration Rights Agreement (this “Amendment”),
      dated
      January 18, 2008, amends that certain Registration Rights Agreement, dated
      September 28, 2007 (the “Rights
      Agreement”),
      by
      and between MDwerks, Inc., a Delaware corporation (the “Company”),
      and
      Vicis Capital Master Fund,
      a
      series of the Vicis Capital Master Trust, a trust formed under the laws of
      the
      Cayman Islands
      (the
“Purchaser”).

     

    R
      E C
      I T A L S

     

    WHEREAS,
      the Company and the Purchaser have entered into a Securities Purchase Agreement
      dated the date hereof (the “Purchase
      Agreement”).

     

    WHEREAS,
      as
      an
      inducement for the Purchaser’s acquisition of the securities under the Purchase
      Agreement, the Company has agreed to amend the Rights Agreement to include
      as
      registrable securities under the Rights Agreement the shares of Common Stock
      of
      the Company issuable upon conversion or exercise of the securities acquired
      by
      the Purchaser under the Purchase Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereby amend the
      Rights Agreement and otherwise agree as follows:

     

    1.  Amendments.
      

     

    (a)
      The
      first recital in the Rights Agreement is hereby amended and restated in it
      entirety to read as follows:

     

    “WHEREAS,
      in connection with the Securities Purchase Agreement, dated September 28, 2007,
      by and between the Company and Purchaser (the “September Purchase Agreement”),
      and the Securities Purchase Agreement, dated January 18, 2008, by and between
      the Company and the Purchaser (the “January Purchase Agreement”), the Company
      has agreed, upon the terms and subject to the conditions set forth in the
      September Purchase Agreement and the January Purchase Agreement, to issue and
      sell to the Purchaser (i) shares of the Company’s Series B Convertible Preferred
      Stock, par value $0.001 per share (the “Preferred Shares”), which will, among
      other things, be convertible into shares of the Company’s common stock , par
      value $0.001 per share (the “Common Stock”) (as converted, the “Conversion
      Shares”) in accordance with the terms of the Preferred Shares, and (ii) warrants
      (the “Warrants”) which will be exercisable to purchase a number of shares of
      Common Stock in accordance with the terms of the Warrants (as exercised
      collectively, the “Warrant Shares”).” 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      The
      following definitions contained in the Rights Agreement are hereby added or
      amended as follows (deletions
      have been stricken and additions are in bold):

     

    .
      . .
      .

     

    “Preferred
      Shares”
      shall have the meaning ascribed to it in the Preamble and shall include all
      shares of Series B Convertible Preferred Stock of the Company hereafter acquired
      by the Purchaser. 

     

    .
      . . .


     

    “Registrable
      Securities”
means
      (i) all
      shares
      of Common Stock issuable upon conversion of the Series
      B Convertible
      Preferred
      Stock of the Company held
      by a Holder,
      including any dividends paid thereon, and (ii) all
      shares
      of Common Stock issuable upon exercise of the Series
      F and Series G
      Warrants
held
      by a Holder.

     

    .
      . .
      .

     

    “Warrants”
means
      the Series
      F and Series G Warrants
      to
      purchase shares of Common Stock issued to the Purchaser pursuant to either
      the
September
      Purchase
      Agreement,
      the January Purchase Agreement and
      all
      Series F and Series G Warrants hereafter acquired by the Purchaser.

     

    .
      . . .


     

    2.  Ratification.
      Except
      as expressly amended by this Amendment, the terms and conditions of the Rights
      Agreement are hereby confirmed and shall remain in full force and effect without
      impairment or modification.

     

    3.  Conflict.
      In the
      event of any conflict between the Rights Agreement and this Amendment, the
      terms
      of this Amendment shall govern.

     

    4.  Certain
      Defined Terms.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      such terms in the Rights Agreement.

     

    5.  Binding
      Effect.
      The
      parties acknowledge and agree that this Amendment complies with all of the
      applicable terms and conditions set forth in Section 7(f) of the Rights
      Agreement that are necessary to effect an amendment to the Rights Agreement
      that
      binds the parties and therefore, upon the execution and delivery hereof by
      the
      parties, this Amendment shall have such binding effect.

     

    6.  Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without giving effect to applicable principles of
      conflicts of law that would require the application of the laws of any other
      jurisdiction.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.  Counterparts.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which taken together shall constitute
      one
      and the same instrument.

     

    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
      by
      their respective authorized representatives as of the day and year first above
      written.

    
      	 	 	 
	 	MDWERKS,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Howard B. Katz 
	 	
              
Name:
 Howard
              B. Katz
	 	Title: Chief
              Executive Officer


    

    


    
      	 	 	 
	 	PURCHASER:
	 	 
	 	VICIS CAPITAL
              MASTER FUND
	 	 	 
	 	 	By: Vicis
              Capital LLC
	 
 	 
 	 
 
	
            	By:  	/s/
              Keith W. Hughes
	 	
              
Name: Keith
              W. Hughes
	 	Title:  Chief
              Financial Officer


    

     

    
      
        
        

      

      
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