Exhibit
        99.1
 
 **AMENDMENT
        NO. 2**
 **to**
 **MDWERKS,
        INC.,**
 **FIRST
        AMENDED AND RESTATED SENIOR SECURED**
 **CONVERTIBLE
        NOTE**
 
 This
        AMENDMENT NO. 2 to the MDwerks, Inc., First Amended and Restated Senior Secured
        Convertible Note, dated October 19, 2006 (this “ Amendment ”),
        is
        dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware
        corporation (the “ Company ”),
        and
        GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company
        (the
“ Consenting
        Holder ”).
 
 WITNESSETH
 
 WHEREAS,
        pursuant to a Securities Purchase Agreement, dated as of October 19, 2006
        (as
        amended, the “ Securities
        Purchase Agreement ”),
        the
        Consenting Holder purchased a Senior Secured Convertible Note in the original
        principal amount of $2,500,000 (the “Original Note”);
 
 WHEREAS,
        on September 28, 2007, the Original Note was cancelled, and the Company issued
        to the Consenting Holder the First Amended and Restated Senior Secured
        Convertible Note, which on March 1, 2008, was amended by Amendment No. 1
        to the
        MDwerks, Inc., First Amended and Restated Senior Secured Convertible Note
        (as
        heretofore amended or amended and restated, from time to time, the
“Note”);
 
 WHEREAS,
        the Company and the Consenting Holder desire to modify the Conversion Price
        set
        forth in the Note; and
 
 WHEREAS,
        defined terms used herein but not otherwise defined herein shall have the
        respective meanings ascribed to such terms in the Note.
 
 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
        acknowledge, the parties hereto hereby agree as follows:
 
 1.  Section
        3(b)(ii) of the Note is hereby deleted and is replaced in its entirety with
        the
        following:
 
 “(ii)  **“Conversion
        Price”** means,
        as of November 6, 2008, (A) with respect to Four Hundred and Thirty-three
        Thousand Three Hundred and Thirty-three Dollars and Thirty-three Cents
        ($433,333.33) of Conversion Amount, $0.303, but only if the Consenting Holder
        actually converts such portion of Conversion Amount on November 6, 2008,
        and (B)
        with respect to any other Conversion Amount, $2.25. The Conversion Price
        shall
        be subject to adjustment from time to time in accordance with the terms set
        forth herein (including Section 7 hereof). The Conversion Price shall be
        appropriately adjusted for any stock split, stock dividend, stock combination
        or
        other similar transaction that proportionately decreases or increases the
        Common
        Stock.”
  
 
 2.  This
        Amendment shall be construed and enforced in accordance with the laws of
        the
        State of New York.
 
 3.  This
        Amendment may be executed in two or more counterparts, all of which shall
        together constitute a single agreement. A facsimile of an executed counterpart
        signature page shall be deemed to constitute an original executed counterpart
        signature page.
 
 [SIGNATURE
        PAGE TO IMMEDIATELY FOLLOW THIS PAGE]
  2
 
 IN
        WITNESS WHEREOF, the parties hereto have duly executed this Amendment No.
        2 as
        of the day and year first above written.
 MDWERKS, INC.By:
                  /s/ Howard B. KatzName:
                  Howard B. KatzTitle:
                  Chief Executive Officer
 
 GOTTBETTER CAPITAL MASTER, LTD.(IN LIQUIDATION)By:
                  /s/ Stuart SybersmaName:
                  Stuart SybersmaTitle:
                  Joint Liquidator
  3