Exhibit
      99.3


**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
      VICIS CAPITAL MASTER FUND (the “ Consenting
      Holder ”),
      a
      series of the Vicis Capital Master Trust, a trust formed under the laws of
      the
      Cayman Islands.





WITNESSETH





WHEREAS,
      the Consenting Holder is the sole holder of (i) shares of Series B Convertible
      Preferred Stock of the Company (the “ Series
      B Preferred Stock ”),
      and
      (ii) a warrant to purchase an aggregate of 53,333,334 shares of the Company’s
      common stock, $.001 par value per share (the “ Common
      Stock ”),
      at an
      exercise price of $0.75 per share subject to adjustment (the “ Series
      H Warrant ”).





WHEREAS,
      Section 7.3 of the Amended and Restated Certificate of Designations Designating
      the Series B Convertible Preferred Stock (the “ COD ”)
      provides for adjustment of the Conversion Price (as defined in the COD) upon
      certain issuances of Common Stock at a price less than the Applicable Price
      or,
      Options or Convertible Securities (each as defined in the COD) for which the
      Common Stock is issuable at a price less than the Applicable Price;





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





WHEREAS,
      Gottbetter Capital Master, Ltd. (In Liquidation) (“ Gottbetter ”)
      is the
      holder of that certain Amended and Restated Secured 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
“Note”);





WHEREAS,
      pursuant to an amendment to the Note, dated the date hereof, the Company and
      Gottbetter 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 of $433,333.33 principal amount of the Note into shares
      of
      Common Stock, such conversion to occur on the date hereof;





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





WHEREAS,
      the Consenting Holder desires to waive (i) any anti-dilution adjustments to
      which the Consenting Holder may be entitled under the COD, the Series H Warrant
      or otherwise as a result of the Note Conversion Price Reduction, and (iii)
      any
      potential breach of any representations, warranties, covenants or agreements
      that restrict the Company’s ability to effect the Note Conversion Price
      Reduction, to the extent such breach results, in whole or in part, from the
      Note
      Conversion Price Reduction; and








WHEREAS,
      in consideration for the Consenting Holder’s agreement to this Consent and
      Waiver, the Company has agreed to pay to the Consenting Holder a waiver fee
      of
      Two Hundred Fifty Thousand Dollars ($250,000.00) and issue to Holder a five-year
      Series H Warrant to purchase one million shares of Common Stock of the Company
      at an exercise price of Seventy Five Cents ($0.75) per share, a form of which
      is
      attached hereto as Exhibit
      A (the
“Waiver Warrant”).





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.  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; (ii) any adjustments to the Exercise Price (as defined in
      the
      Series H Warrant) or number of shares to which the Consenting Holder is entitled
      upon exercise of the Series H Warrant; and (iii) any adjustments to the
      Conversion Price or number of shares to which the Consenting Holder is entitled
      upon conversion of the Series B Preferred Stock to the extent such adjustment
      otherwise would result from the Note Conversion Price Reduction; provided that,
      such Note Conversion Price Reduction and any issuance of securities related
      thereto is in accordance with the terms of that certain Amendment No. 2 to
      the
      MDwerks, Inc., First Amended and Restated Senior Secured Convertible Note,
      a
      form of which is attached hereto as Exhibit
      B .





2.  In
      consideration for the Consenting Holder’s agreement to this Consent and Waiver,
      the Company hereby agrees, upon execution of this Consent and Waiver to pay
      to
      the Consenting Holder a waiver fee of Two Hundred Fifty Thousand Dollars
      ($250,000.00), by wire transfer of immediately available funds to an account
      designated in writing by the Consenting Holder and to deliver to the Consenting
      Holder the Waiver Warrant.





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





4.  This
      Consent and Waiver may be executed in two counterparts, both of 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 FOLLOWS]


2





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




MDWERKS,
                INC.By:
            /s/
                Howard B. KatzName:
            Howard
                B. KatzTitle:
            Chief
                Executive Officer




VICIS
                CAPITAL MASTER FUNDBy:
            Vicis
                Capital LLCBy:
            /s/
                Chris PhillipsName:
            Chris
                PhillipsTitle:
            Managing
                Director