REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement is made and entered into as of November 14, 2008
      (as amended, modified or supplemented from time to time, this “Agreement”)
      by and
      between MDwerks, Inc., a Delaware corporation (the “Company”), and
      each
      securityholder identified on the signature pages hereto (each, including its
      successors and assigns, a “Holder”
and
      collectively the “Holders”).

    


    This
      Agreement is made pursuant to the Loan and Securities Purchase Agreement, dated
      as of the date hereof between the Company, Xeni Financial Services, Corp. and
      the Lender (as defined therein) (the “Purchase
      Agreement”).

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Commission”
      means
      the U.S. Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      shares of the Company’s common stock, par value $.001 per share.

     

    “Company”
      has the
      meaning given to such term in the Preamble hereto.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.

     

    “Holder”
      or
“Holders”
      means
      the Lender or any of its affiliates or transferees to the extent any of them
      hold Registrable Securities, other than those purchasing Registrable Securities
      in a market transaction.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus. 

     

    “Registrable
      Securities”
      means
      the shares of Common Stock issuable upon exercise of the Warrant.

    


    “Registration
      Statement”
      means
      each registration statement required to be filed hereunder, including the
      Prospectus therein, amendments and supplements to such registration statement
      or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

    


    “Requesting
      Holders” has
      the
      meaning set forth in Section 2(a).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Requested
      Stock” has
      the
      meaning set forth in Section 2(a).

    


    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and any successor statute.

     

    “Warrant”
means
      the Series J Warrant to Purchase Common Stock exercisable for 9,339,816 shares
      of common stock, with an exercise price equal to $1.00 (subject to adjustment),
      issued to the Lender pursuant to the Purchase Agreement.

     

    2. Piggy-Back
      Registration.

     

    (a) If
      at any
      time after the date hereof, the Company proposes to register any of its
      securities under the Securities Act in connection with the public offering
      of
      such securities solely for cash (other than a registration on Form S-4, Form
      S-8, or any successor or similar forms), whether for the account of the Company,
      a selling shareholder, or otherwise, it will promptly, but not later than 30
      days before the anticipated date of filing such registration statement, give
      written notice to all record holders of the Registrable Securities; provided,
      however, that the inclusion of Registrable Securities in a registration
      statement filed pursuant to the terms of the certain Amended and Restated
      Registration Rights Agreement, dated March 31, 2007, between the Company and
      Vicis Capital Master Fund (“Vicis”)
      shall
      be subject to and conditioned upon the Company obtaining the waiver by Vicis
      of
      the provisions of Section 2(c) with respect to the inclusion of Registrable
      Securities in such registration. Upon the written request from any Holders
      (the
“Requesting
      Holders”),
      within 15 days after receipt of any such notice from the Company, the Company
      will, except as herein provided, cause all of the Registrable Securities covered
      by such request (the “Requested
      Stock”)
      held
      by the Requesting Holders to be included in such registration statement, all
      to
      the extent requisite to permit the sale or other disposition by the prospective
      seller or sellers of the Requested Stock; provided, further, that nothing herein
      shall prevent the Company from, at any time, abandoning or delaying any
      registration.

     

    (b) If
      any
      registration pursuant to Section 2(a) shall be underwritten in whole or in
      part,
      the Company may require that the Requested Stock be included in the underwriting
      on the same terms and conditions as the securities otherwise being sold through
      the underwriters. In such event, the Requesting Holders shall, if requested
      by
      the underwriters, execute an underwriting agreement containing customary
      representations and warranties by selling stockholders. If in the good faith
      judgment of the managing underwriter of such public offering the inclusion
      of
      all of the Requested Stock would reduce the number of shares to be offered
      by
      the Company or interfere with the successful marketing of the shares of stock
      offered by the Company, the number of shares of Requested Stock otherwise to
      be
      included in the underwritten public offering may be reduced pro rata (by number
      of shares) among the Requesting Holders and all other holders of registration
      rights who have requested inclusion of their securities or excluded in their
      entirety if so required by the underwriter. To the extent only a portion of
      the
      Requested Stock is included in the underwritten public offering, those shares
      of
      Requested Stock which are thus excluded from the underwritten public offering
      and any other securities of the Company held by such holders shall be withheld
      from the market by the Holders thereof for a period, not to exceed 90 days,
      which the managing underwriter reasonably determines is necessary in order
      to
      effect the underwritten public offering. The obligation of the Company under
      Section 2(a) shall not apply after the earlier of (i) the date that all of
      the
      Conversion Shares have been sold pursuant to Rule 144 under the Securities
      Act
      or an effective registration statement, or (ii) such time as the Conversion
      Shares are eligible for immediate resale pursuant to Rule 144(k) under the
      Securities Act to the Holders.


    
      
        
        

      

      
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    (c) If
      the
      registration statement is an offering to be made on a continuous basis pursuant
      to Rule 415 and is not on a Form S-3, and the Commission advises the Company
      that all of the Requested Stock may not be included under Rule 415(a)(i), then
      the number of shares of Requested Stock otherwise to be included in such
      registration statement may be reduced pro rata (by number of shares) among
      the
      Requesting Holders and all other holders of piggyback registration rights who
      have requested inclusion of their securities to an amount to which is permitted
      by the Commission for resale under Rule 415(a)(i).

     

    3. Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will, as expeditiously as reasonably possible:

     

    (a) prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities, respond as promptly as reasonably possible to any
      comments received from the Commission, and use its best efforts to cause such
      Registration Statement to become and remain effective, and promptly provide
      to
      the Holders copies of all filings and Commission letters of comment relating
      thereto and before filing a Registration Statement or Prospectus or any
      amendments or supplements thereto, furnish to the Holders copies of all such
      documents proposed to be filed, including documents incorporated by reference
      in
      the Prospectus and, if requested by the Holders, the exhibits incorporated
      by
      reference, and the Holders shall have the opportunity to object to any
      information pertaining to itself that is contained therein and the Company
      will
      make the corrections reasonably requested by the Holders with respect to such
      information prior to filing any Registration Statement or amendment thereto
      or
      any Prospectus or any supplement thereto;

     

    (b) prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary to comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by such Registration
      Statement and to keep such Registration Statement effective;

     

    (c) furnish
      to the Holders such number of copies of the Registration Statement and the
      Prospectus included therein (including each preliminary Prospectus and any
      amendments and supplements to the Registration Statement and the Prospectus)
      and
      such other documents as the Holders reasonably may request to facilitate the
      public sale or disposition of the Registrable Securities covered by such
      Registration Statement;

     

    (d) use
      its
      best efforts to register or qualify the Holder’s Registrable Securities covered
      by such Registration Statement under the securities or “blue sky” laws of such
      jurisdictions within the United States as the Holders may reasonably request
      and
      do any and all other acts and things which may be reasonably necessary or
      advisable to enable the Holders to consummate the disposition in such
      jurisdiction of the Registrable Securities, provided,
      however,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;

     

    (e) list
      the
      Registrable Securities covered by such Registration Statement with any
      securities exchange on which the Common Stock of the Company is then
      listed;


    
      
        
        

      

      
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    (f) immediately
      notify the Holders at any time when a Prospectus relating thereto is required
      to
      be delivered under the Securities Act, of the happening of any event as a result
      of which the Prospectus contained in such Registration Statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and, at the request of the Holders, the Company shall
      prepare a supplement or amendment to such Prospectus so that, as thereafter
      delivered to the purchasers of Registrable Securities, such Prospectus shall
      not
      contain an untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statement therein
      not misleading;

     

    (g) to
      the
      extent pertinent to the registration and sale of the Registrable Securities
      under the Registration Statement, make available for inspection by the Holders
      and any attorney, accountant or other agent retained by the Holders, all
      publicly available, non-confidential financial and other records, pertinent
      corporate documents and properties of the Company, and, to the extent pertinent
      to the registration and sale of the Registrable Securities under the
      Registration Statement, cause the Company’s officers, directors and employees to
      supply all publicly available, non-confidential information reasonably requested
      by the attorney, accountant or agent of the Holders;

     

    (h) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;

     

    (i) if
      requested, cause to be delivered, immediately prior to the effectiveness of
      the
      Registration Statement, letters from the Company’s independent certified public
      accountants addressed to the Holders (unless the Holders does not provide to
      such accountants the appropriate representation letter required by rules
      governing the accounting profession) stating that such accountants are
      independent public accountants within the meaning of the Securities Act and
      the
      applicable rules and regulations adopted by the Commission thereunder, and
      otherwise in customary form and covering such financial and accounting matters
      as are customarily covered by letters of the independent certified public
      accountants delivered in connection with primary or secondary underwritten
      public offerings, as the case may be; and

     

    (j) at
      all
      times after the Company has filed a Registration Statement with the Commission
      pursuant to the requirements of either the Securities Act or the Exchange Act,
      the Company shall file all reports required to be filed by it under the
      Securities Act and the Exchange Act and the rules and regulations adopted by
      the
      Commission thereunder, and take such further action as the Holders may
      reasonably request, all to the extent required to enable the Holders to be
      eligible to sell Registrable Securities pursuant to Rule 144 (or any similar
      rule then in effect).

     

    4. Registration
      Expenses.
      All
      expenses relating to the Company’s compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration, filing and listing application
      fees, costs of distributing any prospectuses and supplements thereto, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including counsel fees) incurred in
      connection with complying with state securities or “blue sky” laws, fees of the
      NASD, fees of transfer agents and registrars, fees (not to exceed $20,000)
      of,
      and disbursements incurred by, one counsel for the Holders are called
“Registration Expenses.” All selling commissions applicable to the sale of
      Registrable Securities, including any fees and disbursements of any special
      counsel to the Holders beyond those included in Registration Expenses, are
      called “Selling Expenses.” The Company shall only be responsible for all
      Registration Expenses. The obligation of the Company to bear the expenses
      described above shall apply irrespective of whether a registration becomes
      effective, is withdrawn or suspended, is converted to another form of
      registration and irrespective of when any of the foregoing shall
      occur.


    
      
        
        

      

      
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    5. Indemnification.

     

    (a) In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless each
      Holder, and its officers, directors and each other person, if any, who controls
      such Holder within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities, joint or several, to which such Holder, or
      such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act pursuant to
      this
      Agreement, any preliminary Prospectus or final Prospectus contained therein,
      or
      any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading or
      any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act or applicable “blue sky” laws, and will reimburse each Holder, and
      each such person for any reasonable legal or other expenses incurred by them
      in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided,
      however,
      that
      the Company will not be liable in any such case if and to the extent that any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished by or on behalf of such Holder or any
      such
      person in writing specifically for use in any such document.

     

    (b) In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Holders will indemnify and hold harmless the
      Company, and its officers, directors and each other person, if any, who controls
      the Company within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact which was furnished in writing by the Holders to the
      Company expressly for use in (and such information is contained in) the
      Registration Statement under which such Registrable Securities were registered
      under the Securities Act pursuant to this Agreement, any preliminary Prospectus
      or final Prospectus contained therein, or any amendment or supplement thereof,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and will reimburse the Company and each
      such
      person for any reasonable legal or other expenses incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action, provided,
      however,
      that
      the Holders will be liable in any such case if and only to the extent that
      any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished in writing to the Company by or on behalf
      of the Holders specifically for use in any such document. Notwithstanding the
      provisions of this paragraph, the Holders shall not be required to indemnify
      any
      person or entity in excess of the amount of the aggregate net proceeds received
      by the Holders in respect of Registrable Securities in connection with any
      such
      registration under the Securities Act.


    
      
        
        

      

      
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    (c) Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
“Indemnified
      Party”)
      of
      notice of the commencement of any action, such Indemnified Party shall, if
      a
      claim for indemnification in respect thereof is to be made against a party
      hereto obligated to indemnify such Indemnified Party (an “Indemnifying
      Party”),
      notify the Indemnifying Party in writing thereof, but the omission so to notify
      the Indemnifying Party shall not relieve it from any liability which it may
      have
      to such Indemnified Party other than under this Section 5(c) and shall only
      relieve it from any liability which it may have to such Indemnified Party under
      this Section 5(c) if and to the extent the Indemnifying Party is prejudiced
      by
      such omission. In case any such action shall be brought against any Indemnified
      Party and it shall notify the Indemnifying Party of the commencement thereof,
      the Indemnifying Party shall be entitled to participate in and, to the extent
      it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such Indemnified Party, and, after notice from the Indemnifying
      Party to such Indemnified Party of its election so to assume and undertake
      the
      defense thereof, the Indemnifying Party shall not be liable to such Indemnified
      Party under this Section 5(c) for any legal expenses subsequently incurred
      by
      such Indemnified Party in connection with the defense thereof; if the
      Indemnified Party retains its own counsel, then the Indemnified Party shall
      pay
      all fees, costs and expenses of such counsel, provided,
      however,
      that,
      if the defendants in any such action include both the Indemnified Party and
      the
      Indemnifying Party and the Indemnified Party shall have reasonably concluded
      that there may be reasonable defenses available to it which are different from
      or additional to those available to the Indemnifying Party or if the interests
      of the Indemnified Party reasonably may be deemed to conflict with the interests
      of the Indemnifying Party, the Indemnified Party shall have the right to select
      one separate counsel and to assume such legal defenses and otherwise to
      participate in the defense of such action, with the reasonable expenses and
      fees
      of such separate counsel and other expenses related to such participation to
      be
      reimbursed by the Indemnifying Party as incurred.

     

    (d) In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the Securities Act in any case in which either (i) the Holders, or any
      officer, director or controlling person of the Holders, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially determined
      (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the Holders
      or such officer, director or controlling person of the Holders in circumstances
      for which indemnification is provided under this Section 5; then, and in each
      such case, the Company and the Holders will contribute to the aggregate losses,
      claims, damages or liabilities to which they may be subject (after contribution
      from others) in such proportion so that the Holders is responsible only for
      the
      portion represented by the percentage that the public offering price of its
      securities offered by the Registration Statement bears to the public offering
      price of all securities offered by such Registration Statement, provided,
      however,
      that,
      in any such case, (A) the Holders will not be required to contribute any amount
      in excess of the public offering price of all such securities offered by it
      pursuant to such Registration Statement; and (B) no person or entity guilty
      of
      fraudulent misrepresentation (within the meaning of Section 10(f) of the Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation.

     

    (e) The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director or controlling Person of such indemnified party
      and shall survive the transfer of securities.

     

    6. Representations
      and Warranties.

     

    (a) Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Securities pursuant to the Purchase Agreement to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act which would prevent the Company from selling the Common Stock pursuant
      to
      Rule 506 under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company or any of its affiliates
      or subsidiaries take any action or steps that would cause the offering of the
      Securities to be integrated with other offerings (other than such concurrent
      offering to the Holders) or other offerings of the Company that will not result
      in the loss of an exemption from registration under Rule 506 of the Securities
      Act).


    
      
        
        

      

      
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    (b) The
      shares of Common Stock issuable upon the exercise of the Warrant are all
      restricted securities under the Securities Act as of the date of this Agreement.
      The Company will not issue any stop transfer order or other order impeding
      the
      sale and delivery of any of the Registrable Securities at such time as such
      Registrable Securities are registered for public sale or an exemption from
      registration is available, except as required by federal or state securities
      laws.

     

    (c) The
      Company understands the nature of the Registrable Securities issuable upon
      the
      exercise of the Warrant and recognizes that the issuance of such Registrable
      Securities may have a potential dilutive effect. The Company specifically
      acknowledges that its obligation to issue the Registrable Securities is binding
      upon the Company and enforceable regardless of the dilution such issuance may
      have on the ownership interests of other shareholders of the
      Company.

     

    (d) Except
      for agreements made in the ordinary course of business, there is no agreement
      that has not been filed with the Commission as an exhibit to a registration
      statement or to a form required to be filed by the Company under the Exchange
      Act, the breach of which could reasonably be expected to have a material and
      adverse effect on the Company and its subsidiaries, or would prohibit or
      otherwise interfere with the ability of the Company to enter into and perform
      any of its obligations under this Agreement in any material
      respect.

     

    (e) The
      Company will at all times have authorized and reserved a sufficient number
      of
      shares of Common Stock for the complete exercise of the Warrant.

     

    (f) The
      Company shall provide written notice to each Holder of (i) the occurrence of
      each Discontinuation Event (as defined below) and (ii) the declaration of
      effectiveness by the Commission of each Registration Statement required to
      be
      filed hereunder, in each case within one (1) business day of the date of each
      such occurrence and/or declaration.

     

    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to any Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a Discontinuation
      Event (as defined below), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the applicable Registration Statement until
      such Holder’s receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph. For purposes of this Agreement, a
      “Discontinuation Event” shall mean (i) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and whenever the
      Commission comments in writing on such Registration Statement (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders); (ii) any request by the Commission or any other Federal
      or
      state governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance by
      the
      Commission of any stop order suspending the effectiveness of such Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any proceeding for such
      purpose; and/or (v) the occurrence of any event or passage of time that makes
      the financial statements included in such Registration Statement ineligible
      for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.


    
      
        
        

      

      
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    (d) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of certain Holders and that does not directly or indirectly affect the
      rights of other Holders may be given by Holders of at least a majority of the
      Registrable Securities to which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.

     

    (e) Notices.
      Any
      notice or request hereunder may be given to the Company or the Holders at the
      respective addresses set forth below or as may hereafter be specified in a
      notice designated as a change of address under this Section 7(f). Any notice
      or
      request hereunder shall be given by registered or certified mail, return receipt
      requested, hand delivery, overnight mail, Federal Express or other national
      overnight next day carrier (collectively, “Courier”)
      or
      telecopy (confirmed by mail). Notices and requests shall be, in the case of
      those by hand delivery, deemed to have been given when delivered to any party
      to
      whom it is addressed, in the case of those by mail or overnight mail, deemed
      to
      have been given three (3) business days after the date when deposited in the
      mail or with the overnight mail carrier, in the case of a Courier, the next
      business day following timely delivery of the package with the Courier, and,
      in
      the case of a telecopy, when confirmed. The address for such notices and
      communications shall be as follows:

    


    
      	
              If
                to the Company:

            	 	
              MDwerks,
                Inc.

            
	 	 	
              1020
                NW 6th Street

            
	 	 	
              Suite
                I

            
	 	 	
              Deerfield
                Beach, FL 33442

            
	 	 	
              Telephone:
                (954) 389-8300

            
	 	 	
              Facsimile:
                (954) 427-5871

            
	 	 	
              Attention:
                Howard B. Katz, CEO

            
	 	 	 
	
              If
                to Holders:

            	 	
              To
                the address set forth under Holder’s name on the signature page
                hereto

            
	
               

              If
                to any other Person who is

            	 	 
	
              then
                the registered Holder:

            	
                

            	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company or such other address as may be designated in writing
                hereafter in accordance with this Section 7(f) by such
                Person.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (f) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the persons and entities as
      permitted under the Warrant.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same agreement. In the event that any signature
      is
      delivered by facsimile or electronic transmission, such signature shall create
      a
      valid binding obligation of the party executing (or on whose behalf such
      signature is executed) the same with the same force and effect as if such
      facsimile or electronic signature were the original thereof.

     

    (h) Governing
      Law, Jurisdiction and Waiver of Jury Trial.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
      SUCH
      STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. The Company hereby
      consents and agrees that the state or federal courts located in the County
      of
      New York, State of New York shall have exclusion jurisdiction to hear and
      determine any Proceeding between the Company, on the one hand, and the Holders,
      on the other hand, pertaining to this Agreement or to any matter arising out
      of
      or related to this Agreement; provided,
      that
      the Holders and the Company acknowledge that any appeals from those courts
      may
      have to be heard by a court located outside of the County of New York, State
      of
      New York, and further provided,
      that
      nothing in this Agreement shall be deemed or operate to preclude the Holders
      from bringing a Proceeding in any other jurisdiction to collect the obligations,
      to realize on the Collateral or any other security for the obligations, or
      to
      enforce a judgment or other court order in favor of the Holders. The Company
      expressly submits and consents in advance to such jurisdiction in any Proceeding
      commenced in any such court, and the Company hereby waives any objection which
      it may have based upon lack of personal jurisdiction, improper venue or
forum
      non conveniens.
      The
      Company hereby waives personal service of the summons, complaint and other
      process issued in any such Proceeding and agrees that service of such summons,
      complaint and other process may be made by registered or certified mail
      addressed to the Company at the address set forth in Section 7(f) and that
      service so made shall be deemed completed upon the earlier of the Company’s
      actual receipt thereof or three (3) days after deposit in the U.S. mails, proper
      postage prepaid. The parties hereto desire that their disputes be resolved
      by a
      judge applying such applicable laws. Therefore, to achieve the best combination
      of the benefits of the judicial system and of arbitration, the parties hereto
      waive all rights to trial by jury in any Proceeding brought to resolve any
      dispute, whether arising in contract, tort, or otherwise between the Holders
      and/or the Company arising out of, connected with, related or incidental to
      the
      relationship established between then in connection with this Agreement. If
      either party hereto shall commence a Proceeding to enforce any provisions of
      this Agreement, then the prevailing party in such Proceeding shall be reimbursed
      by the other party for its reasonable attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      Proceeding.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    [Signature
      page follows]


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	
               

            	
              MDWERKS,
                INC.

            
	 	 	 
	
               

            	
              By:  

            	
               /s/
                Howard B. Katz

            
	
               

            	
               

            	
              Name:  

            	
              Howard
                B. Katz

            
	
               

            	
               

            	
              Title:  

            	
              Chief
                Executive Officer

            


    

    


    
      	
               

            	
              DEBT
                OPPORTUNITY FUND, LLLP,

              a
                Florida limited liability limited partnership

            
	 	 	 
	 	
              By:
                

            	
              Total
                Capital Management, LLC,

            
	 	 	
              a
                Florida limited liability company,

            
	 	 	
              as
                its General Partner

            
	 	 	 
	
               

            	
              By:  

            	
               /s/
                Sean Lyons

            
	
               

            	
               

            	
              Name:  

            	
              Sean
                Lyons

            
	
               

            	
               

            	
              Title:  

            	
              Manager

            
	 	 
	 	
              Address
                for Notices:

            
	 	 
	 	
              Debt
                Opportunity Fund, LLLP

              20711
                Sterlington Drive

              Land
                O'Lakes, Florida 34638

              Phone:
                (813) 909-2233

              Fax:
                (813) 388-4430