Exhibit
      99.2





**CONSENT
      AND WAIVER**





This
      CONSENT AND WAIVER (this “ Consent
      and Waiver ”)
      is
      dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware
      corporation (the “ Company ”),
      and
      GOTTBETTER CAPITAL MASTER, LTD. (in liquidation) (the “ Consenting
      Holder ”),
      a
      Cayman Islands company.





WITNESSETH





WHEREAS,
      the Consenting Holder is the sole holder of (i) a warrant, issued by the Company
      on October 19, 2006, to purchase an aggregate of 187,500 shares of the Company’s
      common stock, $0.001 par value per share (the “ Common
      Stock ”),
      at an
      exercise price of $2.25 per share, subject to adjustment (the “ October
      Series D Warrant ”);
      (ii)
      a warrant, issued by the Company on November 9, 2006, to purchase an aggregate
      of 187,500 shares of the Company’s Common Stock, at an exercise price of $2.25
      per share, subject to adjustment (the “ November
      Series D Warrant ”);
      and
      (ii) a warrant, issued by the Company on September 27, 2007, to purchase an
      aggregate of 500,000 shares of the Company’s Common Stock, at an exercise price
      of $2.25 per share, subject to adjustment (the “ September
      Series D Warrant ”
and,
      collectively with the October Series D Warrant and the November Series D
      Warrant, the “ Series
      D Warrants ”);





WHEREAS,
      the Consenting Holder is the sole holder of (i) a warrant, issued by the Company
      on October 19, 2006, to purchase an aggregate of 187,500 shares of the Company’s
      Common Stock, originally at an exercise price of $3.25 per share (and
      subsequently reduced to $2.25 per share), subject to further adjustment (the
      “ October
      Series E Warrant ”);
      and
      (ii) a warrant, issued by the Company on November 9, 2006, to purchase an
      aggregate of 187,500 shares of the Company’s Common Stock, originally at an
      exercise price of $3.25 per share (and subsequently reduced to $2.25 per share),
      subject to further adjustment (the “ November
      Series E Warrant ”
and
      collectively, with the October Series E Warrant, the “ Series
      E Warrants ”);





WHEREAS,
      the Consenting Holder is the sole holder of a warrant, issued by the Company
      on
      March 31, 2008, to purchase an aggregate of 1,000,000 shares of the Company’s
      Common Stock, at an exercise price of $0.75 per share subject to adjustment
      (the
“ Series
      I Warrant ”
and
      collectively, with the Series D Warrants and the Series E Warrants, the
“ Warrants ”);





WHEREAS,
      Section 2(a) of the Warrants provides for adjustment of the exercise price
      and
      number of Warrant Shares (as defined in the Warrants) upon certain issuances
      of
      Common Stock at a price less than Applicable Price (as defined in the Warrants),
      or Options or Convertible Securities (each as defined in the Warrants) for
      which
      Common Stock is issuable at a price less than the Applicable Price;





WHEREAS,
      the Consenting Holder is the holder of that certain Amended and Restated
      Convertible Promissory Note originally issued by the Company (the “Borrower”) on
      November 9, 2006, in the original principal amount of $2,500,000, and
      amended and restated on September 28, 2007, and further amended as of March
      1, 2008 (the “ November
      Note ”);


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WHEREAS,
      Section 7 of the November Note provides for adjustment of the Conversion Price
      (as defined in the November Note) upon certain issuances of Common Stock at
      a
      price less than the Applicable Price (as defined in the November Note) or,
      Options or Convertible Securities for which Common Stock is issuable at a price
      less than the Applicable Price;





WHEREAS,
      the Consenting Holder is the holder of that certain Amended and Restated
      Convertible Promissory Note originally issued by the Company on October 19,
      2006
      in the original principal amount of $2,500,000, and amended and restated on
      September 28, 2007, and further amended as of March 1, 2008 and as of the date
      hereof (the “ October
      Note ”);





WHEREAS,
      pursuant to an amendment to the October Note, dated the date hereof, the Company
      and Consenting Holder have agreed to reduce the Conversion Price (as defined
      in
      the Note) to $0.303 per share (such reduction in the Conversion Price under
      the
      Note is hereinafter referred to as the “ Note
      Conversion Price Reduction ”)
      for a
      one-time conversion, on the date hereof, of $433,333.33 Conversion Amount (as
      defined in the October Note) of the Note into 1,430,143 shares of Common
      Stock;





WHEREAS,
      the Consenting Holder desires to consent to the Note Conversion Price
      Reduction;





WHEREAS,
      the Company desires to issue to Vicis Capital Master Fund, a sub-trust of Vicis
      Capital Series Master Trust (“Vicis”) a Series H Warrant to purchase one million
      (1,000,000) shares of Common Stock of the Company at an exercise price of $0.75
      per share (the “Vicis Series H Warrant”);





WHEREAS,
      the Consenting Holder desires to waive (i) any anti-dilution adjustments arising
      from the Note Conversion Price Reduction and the conversion of the October
      Note
      on the date hereof and to which the Consenting Holder may be entitled under
      the
      Warrants, the October Note, the November Note or otherwise, (ii) any
      anti-dilution adjustments arising form the issuance of the Vicis Series H
      Warrant and the exercise thereof and to which the Consenting Holder may be
      entitled under the Warrants, the October Note, the November Note or otherwise
      and (iii) any potential breach of any representations, warranties, covenants
      or
      agreements that restrict the Company’s ability to (A) effect the Note Conversion
      Price Reduction, to the extent such breach results, in whole or in part, from
      the Note Conversion Price Reduction or the conversion of the October Note on
      the
      date hereof and (B) issue the Vicis Series H Warrant and issue shares of Common
      Stock upon the exercise of the Vicis Series H Warrant;





WHEREAS,
      the Consenting holder desires to waive, for the period commencing on the date
      hereof and terminating at 5:00 pm New York City time on the tenth Business
      Day
      (as defined in the October Note and the November Note) following the date hereof
      (the “Waiver Period”), the payment of principal in the amount of $69,444.44 that
      became due on November 1, 2008 under the October Note and the payment of
      principal in the amount of $69,444.44 that became due on November 1, 2008 under
      the November Note; and


2





WHEREAS,
      in consideration for the Consenting Holder’s agreement to this Consent and
      Waiver, the Company has agreed that, for a period of twelve months after the
      date hereof, it will not consummate any subdivisions in its shares of Common
      Stock.





NOW,
      THEREFORE, in consideration of the mutual promises of the parties hereto and
      of
      the mutual benefits to be gained by the performance thereof, and for other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:





1.  The
      Consenting Holder hereby consents to
      the Note
      Conversion Price Reduction and, irrevocably and for an unlimited duration,
      hereby waives (i) any potential breach of covenants, representations, warranties
      or agreements, that restrict the Company’s ability to effect the Note Conversion
      Price Reduction, to the extent such breach results from the Note Conversion
      Price Reduction or the conversion of the October Note on the date hereof; (ii)
      any adjustments to the Exercise Price (as defined in the Warrants) or number
      of
      shares to which the Consenting Holder is entitled upon exercise of the Warrants;
      and (iii) any adjustments to the Conversion Price or number of shares to which
      the Consenting Holder is entitled upon conversion of the November Note or the
      October Note to the extent such adjustment otherwise would result from the
      Note
      Conversion Price Reduction or the conversion of the October Note on the date
      hereof.





2.  The
      Consenting Holder hereby consents to the issuance of the Vicis Series H Warrant
      and the shares of Common Stock to be issued upon exercise thereof, irrevocably
      and for an unlimited duration, hereby waives (i) any potential breach of
      covenants, representations, warranties or agreements, that restrict the
      Company’s ability to issue the Vicis Series H Warrant and issue shares of Common
      Stock upon the exercise thereof, to the extent such breach results from the
      issuance of the Vicis Series H Warrant or the issuance of shares of Common
      Stock
      upon exercise thereof; (ii) any adjustments to the Exercise Price (as defined
      in
      the Warrants) or number of shares to which the Consenting Holder is entitled
      upon exercise of the Warrants; and (iii) any adjustments to the Conversion
      Price
      or number of shares to which the Consenting Holder is entitled upon conversion
      of the November Note or the October Note to the extent such adjustment otherwise
      would result from the issuance of the Vicis Series H Warrant or the issuance
      of
      shares of Common Stock upon exercise thereof.





3.  The
      Consenting Holder hereby irrevocably and unconditionally waives, for the
      duration of the Waiver Period, the obligation of the Company (i) to pay
      $69,444.44 of principal that became due on November 1, 2008 under the October
      Note and (ii) to pay $69,444.44 of principal that became due on November 1,
      2008
      under the November Note.





4.  In
      consideration for the Consenting Holder’s agreement to this Consent and Waiver,
      the Company hereby agrees, that for a period of 365 days from the date hereof,
      the Company will not, without the prior written consent of the Consenting
      Holder, effect any subdivision of the outstanding shares of the Company’s Common
      Stock.


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5.  The
      Company acknowledges and agrees that irreparable damages would result to the
      Consenting Holder if the provisions of Section 4 of this Consent and Waiver
      were
      not complied with in accordance with the specific terms or otherwise breached,
      and agrees that the Consenting Holder shall be entitled, to any appropriate
      legal, equitable or other remedy, including injunctive relief, in respect of
      any
      failure to comply with the provisions of Section 3 of this Consent and Waiver
      and the Company waives the securing or posting of any bond in connection with
      such remedy. If the Consenting Holder is successful in enforcing its rights,
      the
      Company shall be responsible for all reasonable fees incurred by the Consenting
      Holder in the enforcement of its rights.





6.  This
      Consent and Waiver shall be construed and enforced in accordance with the laws
      of the State of New York.





7.  The
      parties agree that any claim relating to this Consent and Waiver shall be
      brought solely in the state or federal courts in New York and all objections
      to
      personal jurisdiction, venue and forum non conveniens in any action, suit or
      proceeding so commenced are hereby expressly waived by all parties hereto.
      The
      parties waive personal service of any and all process on each of them and
      consent that all such service of process shall be made in the manner, to the
      party and at the address set forth on the signature page, and service so made
      shall be complete as stated in such section.





8.  ALL
      PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
      INTENTIONALLY AND VOLUNTARILY, WAIVE AND FOREVER RELINQUISH THE RIGHT TO A
      TRIAL
      BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
      RELATING TO THIS CONSENT AND WAIVER, ANY CONDUCT, ACT OR OMISSION OF ANY OTHER
      PARTY HERETO OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR ATTORNEYS, OR
      ANY
      AFFILIATE OR ANY OTHER PERSONS ASSOCIATED WITH SUCH PARTY, IN EACH OF THE
      FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.





9.  This
      Consent and Waiver may be executed in two or more counterparts, which shall
      together constitute a single agreement. A facsimile or other electronic
      transmission of an executed counterpart signature page shall be deemed to
      constitute an original executed counterpart signature page.





[SIGNATURE
      PAGE TO IMMEDIATELY FOLLOW THIS PAGE]


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IN
      WITNESS WHEREOF, the parties hereto have duly executed this Amendment, Consent
      and Waiver as of the day and year first above written.




MDWERKS,
                INC.By:
            /s/
                Howard B. KatzName: 
                Howard B. KatzTitle:   
                Chief Executive OfficerAddress:
                MDwerks, Inc.1020
                NW 6thStreet – Suite IDeerfield
                Beach, FL 33442Attention:
                Howard B. KatzFacsimile
                (954) 427-5871GOTTBETTER
                CAPITAL MASTER, LTD.(IN
                LIQUIDATION)By:
            /s/
                Stuart SybersmaName:
                Stuart SybersmaTitle:
                Joint LiquidatorAddress:
                Gottbetter Capital Master, Ltd. (In Voluntary
                Liquidation)c/o
                Deloitte & ToucheCitrus
                GroveP.O.
                Box 1787 GTGrand
                Cayman KY1-1109Cayman
                IslandsAttention:
                Stuart Sybersma, Co-LiquidatorFacsimile:
                (345) 949-8258[VICIS ACKNOWLEDGEMENT TO IMMEDIATELY FOLLOW THIS PAGE]


5





Vicis
      Capital Master Fund (“Vicis”) acknowledges and agrees that this Consent and
      Waiver shall be binding upon and enforceable against Vicis, as the assignee
      of
      the Securities Purchase Agreement, dated October 19, 2006, by and among the
      Company and Consenting Holder, the October Note, the November Note, the Series
      D
      Warrants and the Series E Warrants.





Acknowledged
                and Agreed:Dated:
                November 6, 2008
            VICIS
                CAPITAL MASTER FUNDBy:
            Vicis
                Capital LLCBy:
            /s/
                Chris PhillipsName:
                Chris PhillipsTitle:
                Managing DirectorAddress:
                Vicis Capital Master Fundc/o
                Vicis Capital LLC445
                Park Avenue16th
                FloorNew
                York, NY 10022Attn:
                Chris PhillipsFacsimile:
                (212) 909-4601


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