GUARANTY
      AGREEMENT

     

    THIS
      GUARANTY AGREEMENT (this “Guaranty”)
      is
      made as of November 14, 2008, by and between XENI
      MEDICAL SYSTEMS, INC.,
      a
      Delaware corporation (“Guarantor”),
      and
      DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership
      organized under the laws of the State of Florida (the “Lender”).

     

    RECITALS

     

    A. Guarantor
      is either a direct or an indirect wholly-owned subsidiary of MDwerks, Inc.,
      a
      Delaware corporation (“MDwerks”).

     

    B.  Pursuant
      to a Loan and Securities Purchase Agreement of even date herewith by and between
      Lender, MDwerks, and Xeni Financial Services, Corp. (together with MDwerks,
      the
“Borrowers”), a Florida corporation (as amended or modified from time to time,
      the “Loan
      Agreement”),
      the
      Borrowers borrowed up to $10,300,000 from Lender (the “Loan”)
      evidenced by the issuance of a Senior Secured Promissory Note in the form
      attached thereto (the “Note”).

     

    C. It
      is a
      condition precedent to the Loan that Guarantor execute and deliver to Lender
      a
      guaranty in the form hereof. This is one of the Guaranty Agreements referred
      to
      in the Loan Agreement.

     

    AGREEMENTS

     

    In
      consideration of the recitals and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, Guarantor hereby
      agrees with Lender as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    When
      used
      in this Guaranty, capitalized terms shall have the meanings specified in the
      Loan Agreement, the preamble, the recitals and as follows:

     

    Event
      of Default.
“Event
      of Default” shall have the meaning specified in the Loan Agreement.

     

    Guaranty.
      “Guaranty” shall mean this Guaranty, as the same shall be amended from time to
      time in accordance with the terms hereof.

     

    Law.
“Law”
      shall mean any federal, state, local or other law, rule, regulation or
      governmental requirement of any kind, and the rules, regulations,
      interpretations and orders promulgated thereunder.

     

    Obligations.
      “Obligations” shall mean (a) all obligations under the Note, including, without
      limitation, all principal, interest, costs, expenses and other amounts now
      or
      hereafter due under the Note (including, without limitation, all principal
      amounts advanced thereunder before, on or after the date hereof) and (b) all
      debts, liabilities, obligations, covenants and agreements of the Borrowers
      or
      Guarantor arising from or contained in the Transaction Documents.

    


    Person.
      “Person” shall mean and include an individual, partnership, corporation, trust,
      unincorporated association and any unit, department or agency of
      government.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    THE
      GUARANTY

     

    2.1 The
      Guaranty.
      Guarantor, for itself, its successors and assigns, hereby unconditionally and
      absolutely guarantees to Lender the full and complete payment and performance
      when due (whether at stated maturity, by acceleration or otherwise) of each
      of
      the Obligations. This is a guaranty of payment and performance and not of
      collection.

     

    2.2 Waivers
      and Consents.

     

    (a) Guarantor
      acknowledges that the obligations undertaken herein involve the guaranty of
      obligations of a Person other than Guarantor and, in full recognition of that
      fact, Guarantor consents and agrees that Lender may, to the extent permitted
      under the Transaction Documents, at any time and from time to time, without
      notice or demand, and without affecting the enforceability or continuing
      effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate
      or otherwise change the time for payment or the other terms of the Obligations
      or any part thereof, including without limitation any decrease of the principal
      amount thereof or the rate(s) of interest thereon; (ii) supplement, modify,
      amend or waive, or enter into or give any agreement, approval or consent with
      respect to, the Obligations or any part thereof, or any of the Transaction
      Documents or any additional security or guaranties, or any condition, covenant,
      default, remedy, right, representation or term thereof or thereunder; (iii)
      accept new or additional instruments, documents or agreements in exchange for
      or
      relative to any of the Transaction Documents or the Obligations or any part
      thereof; (iv) accept partial payments on the Obligations; (v) receive and hold
      additional security or guaranties for the Obligations or any part thereof;
      (vi)
      release, reconvey, terminate, waive, abandon, fail to perfect, subordinate,
      exchange, substitute, transfer and/or enforce any security or guaranties, and
      apply any security and direct the order or manner of sale thereof as Lender
      in
      its sole and absolute discretion may determine; (vii) release any Person from
      any personal liability with respect to the Obligations or any part thereof;
      (viii) settle, release on terms satisfactory to Lender or by operation of
      applicable Law or otherwise, liquidate or enforce any Obligations and any
      security or guaranty in any manner, consent to the transfer of any security
      and
      bid and purchase at any sale; and/or (ix) consent to the merger, change or
      any
      other restructuring or termination of the corporate existence of a Borrower
      or
      any other Person, and correspondingly restructure the Obligations, and any
      such
      merger, change, restructuring or termination shall not affect the liability
      of
      Guarantor or the continuing effectiveness hereof, or the enforceability hereof
      with respect to all or any part of the Obligations.

     

    (b) Upon
      the
      occurrence and during the continuance of any Event of Default, Lender may
      enforce this Guaranty independently of any other remedy, guaranty or security
      Lender at any time may have or hold in connection with the Obligations, and
      it
      shall not be necessary for Lender to marshal assets in favor of a Borrower,
      any
      other guarantor of the Obligations or any other Person or to proceed upon or
      against and/or exhaust any security or remedy before proceeding to enforce
      this
      Guaranty. Guarantor expressly waives any right to require Lender, upon the
      occurrence and during the continuance of an Event of Default, to marshal assets
      in favor of a Borrower or any other Person or to proceed against a Borrower
      or
      any other guarantor of the Obligations or any collateral provided by any Person,
      and agrees that Lender may proceed against any obligor and/or the collateral
      in
      such order as it shall determine in its sole and absolute discretion. Lender
      may
      file a separate action or actions against Guarantor, whether action is brought
      or prosecuted with respect to any security or against any other Person, or
      whether any other Person is joined in any such action or actions. Guarantor
      agrees that Lender and Borrowers may deal with each other in connection with
      the
      Obligations or otherwise, or alter any contracts or agreements now or hereafter
      existing between them, in any manner whatsoever, all without in any way altering
      or affecting the security of this Guaranty.

     

    
      
        
        

      

      
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    (c) The
      rights of Lender hereunder shall be reinstated and revived, and the
      enforceability of this Guaranty shall continue, with respect to any amount
      at
      any time paid on account of the Obligations which thereafter shall be required
      to be restored or returned by Lender upon the bankruptcy, insolvency or
      reorganization of any Person, all as though such amount had not been paid.
      The
      rights of Lender created or granted herein and the enforceability of this
      Guaranty shall remain effective at all times to guarantee the full amount of
      all
      the Obligations even though the Obligations, including any part thereof or
      any
      other security or guaranty therefor, may be or hereafter may become invalid
      or
      otherwise unenforceable as against Borrowers or any other guarantor of the
      Obligations and whether or not any Borrower or any other guarantor of the
      Obligations shall have any personal liability with respect thereto.

     

    (d) To
      the
      extent permitted by applicable law, Guarantor expressly waives any and all
      defenses now or hereafter arising or asserted by reason of: (i) any disability
      or other defense of any Borrower or any other guarantor for the Obligations
      with
      respect to the Obligations (other than full payment and performance of all
      of
      the Obligations); (ii) the unenforceability or invalidity of any security for
      or
      guaranty of the Obligations or the lack of perfection or continuing perfection
      or failure of priority of any security for the Obligations; (iii) the
      cessation for any cause whatsoever of the liability of any Borrower or any
      other
      guarantor of the Obligations (other than by reason of the full payment and
      performance of all Obligations); (iv) any failure of Lender to marshal assets
      in
      favor of any Borrower or any other Person; (v) any failure of Lender to give
      notice of sale or other disposition of collateral to any Borrower or any other
      Person liable for the Obligations or any defect in any notice that may be given
      in connection with any sale or disposition of collateral; (vi) any failure
      of
      Lender to comply with applicable Laws in connection with the sale or other
      disposition of any collateral or other security for any Obligation, including,
      without limitation, any failure of Lender to conduct a commercially reasonable
      sale or other disposition of any collateral or other security for any
      Obligation; (vii) any act or omission of Lender or others that directly or
      indirectly results in or aids the discharge or release of any Borrower or any
      other guarantor of the Obligations, or of any security or guaranty therefor
      by
      operation of Law or otherwise; (viii) any failure of Lender to file or enforce
      a
      claim in any bankruptcy or other proceeding with respect to any Person; (ix)
      the
      election by Lender, in any bankruptcy proceeding of any Person, of the
      application or non-application of Section 1111(b)(2) of the United States
      Bankruptcy Code; (x) any extension of credit or the grant of any lien under
      Section 364 of the United States Bankruptcy Code; (xi) any use of collateral
      under Section 363 of the United States Bankruptcy Code; (xii) any agreement
      or
      stipulation with respect to the provision of adequate protection in any
      bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or
      security interest in favor of Lender for any reason; (xiv) any bankruptcy,
      insolvency, reorganization, arrangement, readjustment of debt, liquidation
      or
      dissolution proceeding commenced by or against any Person, including without
      limitation any discharge of, or bar or stay against collecting, all or any
      of
      the Obligations (or any interest thereon) in or as a result of any such
      proceeding; or (xv) any action taken by Lender that is authorized by this
      Section or any other provision of any Transaction Document. Until all of the
      Obligations have been paid in full, Guarantor expressly waives all presentments,
      demands for payment or performance, notices of nonpayment or nonperformance,
      protests, notices of protest, notices of dishonor and all other notices or
      demands of any kind or nature whatsoever with respect to the Obligations, and
      all notices of acceptance of this Guaranty or of the existence, creation or
      incurrence of new or additional Obligations.

     

    2.3 Condition
      of Borrowers.
      Guarantor represents and warrants to Lender that it has established adequate
      means of obtaining from the Borrowers, on a continuing basis, financial and
      other information pertaining to the business, operations and condition
      (financial and otherwise) of any Borrower and its assets and properties.
      Guarantor hereby expressly waives and relinquishes any duty on the part of
      Lender (should any such duty exist) to disclose to Guarantor any matter, fact
      or
      thing related to the business, operations or condition (financial or otherwise)
      of any Borrower or its assets or properties, whether now known or hereafter
      known by Lender during the life of this Guaranty. With respect to any of the
      Obligations, Lender need not inquire into the powers of any Borrower or agents
      acting or purporting to act on its behalf, and all Obligations made or created
      in good faith reliance upon the professed exercise of such powers shall be
      guaranteed hereby.

     

    
      
        
        

      

      
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    2.4 Continuing
      Guaranty.
      This is
      a continuing guaranty and shall remain in full force and effect as to all of
      the
      Obligations until all amounts owing by Borrowers to Lender on the Obligations
      shall have been paid in full.

     

    2.5  Subrogation;
      Subordination.
      Guarantor expressly subordinates and postpones any claim for reimbursement,
      contribution, indemnity or subrogation which Guarantor may have against a
      Borrower as a guarantor of the Obligations and any other legal or equitable
      claim against a Borrower arising out of the payment of the Obligations by
      Guarantor or from the proceeds of any collateral for this Guaranty, until all
      amounts owing to Lender under the Obligations shall have been paid in full.
      In
      furtherance, and not in limitation, of the foregoing waiver, until all amounts
      owing to Lender under the Obligations shall have been paid in full, Guarantor
      hereby agrees that no payment by Guarantor pursuant to this Guaranty shall
      constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender
      under the Obligations shall have been paid in full, Guarantor shall not seek
      any
      reimbursement from any Borrower in respect of payments made by Guarantor in
      connection with this Guaranty, or in respect of amounts realized by Lender
      in
      connection with any collateral for the Obligations, and Guarantor expressly
      subordinates and postpones any right to enforce any remedy that Lender now
      has
      or hereafter may have against any other Person and waives the benefit of, or
      any
      right to participate in, any collateral now or hereafter held by Lender. No
      claim which any Guarantor may have against any other guarantor of any of the
      Obligations or against any Borrower, to the extent not subordinated and
      postponed pursuant to this Section, shall be enforced nor any payment accepted
      until the Obligations are paid in full.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF GUARANTOR

     

    Guarantor
      hereby represents and warrants to Lender as follows:

     

    3.1 Authorization.
      Guarantor is a corporation duly and validly organized and existing under the
      laws of the State of Delaware, has the corporate power to own its owned assets
      and properties and to carry on its business, and is duly licensed or qualified
      to do business in all jurisdictions in which failure to do so would have a
      material adverse effect on its business or financial condition. The making,
      execution, delivery and performance of this Guaranty, and compliance with its
      terms, have been duly authorized by all necessary corporate action of
      Guarantor.

     

    3.2 Enforceability.
      This
      Guaranty is the legal, valid and binding obligation of Guarantor, enforceable
      against Guarantor in accordance with its terms, except (i) as limited by general
      equitable principles and applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally, (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    3.3 Absence
      of Conflicting Obligations.
      The
      making, execution, delivery and performance of this Guaranty, and compliance
      with its terms, do not violate any existing provision of Law; the articles
      of
      incorporation or bylaws of Guarantor; or any material agreement or instrument
      to
      which Guarantor is a party or by which it or any of its assets is bound, subject
      to the consent of Vicis Capital Master Fund being obtained.

     

    
      
        
        

      

      
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    3.4 Consideration
      for Guaranty.
      Guarantor acknowledges and agrees with Lender that but for the execution and
      delivery of this Guaranty by Guarantor, Lender would not made the Loan to the
      Borrowers. Guarantor acknowledges and agrees that the proceeds of the Loan
      will
      result in significant benefit to Guarantor, which is either a direct or an
      indirect wholly-owned subsidiary of MDwerks and or intended beneficiary of
      such
      proceeds.

     

    ARTICLE
      IV

    COVENANTS
      OF THE GUARANTOR

     

    4.1 Actions
      by Guarantor.
      Guarantor shall not take or permit any act, or omit to take any act, that would:
      (a) cause a Borrower to breach any of the Obligations; (b) intentionally impair
      the ability of a Borrower to perform any of the Obligations; or (c) cause an
      Event of Default under the Loan Agreement.

     

    4.2 Reporting
      Requirements.
      To the
      extent not disclosed by MDwerks in reports required to be filed with the
      Commission pursuant to the Exchange Act, Guarantor shall furnish, or cause
      to be
      furnished, to Lender such information respecting the business, assets and
      financial condition of Guarantor as Lender may reasonably request in
      writing.

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.1 Expenses
      and Attorneys’ Fees.
      Guarantor shall pay all reasonable fees and expenses incurred by Lender,
      including the reasonable, documented fees of counsel, in connection with the
      protection or enforcement of its rights under this Guaranty, including without
      limitation the protection and enforcement of such rights in any bankruptcy,
      reorganization or insolvency proceeding involving a Borrower or Guarantor,
      both
      before and after judgment.

     

    5.2 Revocation.
      This is
      a continuing guaranty and shall remain in full force and effect until Lender
      receives written notice of revocation signed by Guarantor. Upon revocation
      by
      written notice, this Guaranty shall continue in full force and effect as to
      all
      Obligations contracted for or incurred before revocation, and as to them Lender
      shall have the rights provided by this Guaranty as if no revocation had
      occurred. Any renewal, extension, or increase in the interest rate(s) of any
      such Obligation, whether made before or after revocation, shall constitute
      an
      Obligation contracted for or incurred before revocation. Obligations contracted
      for or incurred before revocation shall also include credit extended after
      revocation pursuant to commitments made before revocation.

     

    5.3 Assignability;
      Successors.
      Guarantor’s rights and liabilities under this Guaranty are not assignable or
      delegable, in whole or in part, without the prior written consent of Lender.
      The
      provisions of this Guaranty shall be binding upon Guarantor, its successors
      and
      permitted assigns and shall inure to the benefit of Lender, its successors
      and
      assigns.

     

    5.4 Survival;
      Termination.
      All
      agreements, representations and warranties made herein or in any document
      delivered pursuant to this Guaranty shall survive the execution and delivery
      of
      this Guaranty and the delivery of any such document. This Guaranty automatically
      shall terminate upon the satisfaction of the Obligations, whether by a Borrower,
      Guarantor or any other Person, and thereafter Guarantor shall have no further
      liability or obligations hereunder. Upon the termination of this Guaranty,
      Lender shall execute and deliver to Guarantor an acknowledgment of the
      termination of this Guaranty and a release of Guarantor from all claims of
      any
      nature arising under this Guaranty.

     

    
      
        
        

      

      
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    5.5 Governing
      Law.
      This
      Guaranty and the documents issued pursuant to this Guaranty shall be governed
      by, and construed and interpreted in accordance with, the Laws of the State
      of
      New York applicable to contracts made and wholly performed within such
      state.

     

    5.6 Execution;
      Headings.
      This
      Guaranty may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.
      The article and section headings in this Guaranty are inserted for convenience
      of reference only and shall not constitute a part hereof.

     

    5.7 Notices.
      All
      notices, requests and demands to or upon Lender or Guarantor (to be delivered
      care of Borrowers) shall be delivered in the manner set forth in Section 12.6
      of
      the Loan Agreement.

     

    5.8 Amendment.
      No
      amendment of this Guaranty shall be effective unless in writing and signed
      by
      Guarantor and Lender.

     

    5.9 Severability.
      Any
      provision of this Guaranty that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions of this Guaranty in such jurisdiction or affecting the validity
      or
      enforceability of any provision in any other jurisdiction.

     

    5.10 Taxes.
      If any
      transfer or documentary taxes, assessments or charges levied by any governmental
      authority shall be payable by reason of the execution, delivery or recording
      of
      this Guaranty, Guarantor shall pay all such taxes, assessments and charges,
      including interest and penalties, and hereby indemnifies Lender against any
      liability therefor.

     

    5.11 WAIVER
      OF RIGHT TO JURY TRIAL.
      EACH OF
      THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ANY
      CONTROVERSY THAT MAY ARISE UNDER THIS GUARANTY.

     

    5.12  SUBMISSION
      TO JURISDICTION; SERVICE OF PROCESS.

     

    (a) EACH
      OF
      THE PARTIES TO THIS GUARANTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS
      TO
      THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED THE STATE
      AND
      COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS GUARANTY. EACH OF THE PARTIES TO THIS GUARANTY IRREVOCABLY
      WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT SUCH PARTY
      MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
      BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN
      ANY
      SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    (b) EACH
      OF
      THE PARTIES TO THIS GUARANTY HEREBY CONSENTS TO SERVICE OF PROCESS BY NOTICE
      IN
      THE MANNER SPECIFIED IN SECTION 12.6 OF THE LOAN AGREEMENT AND IRREVOCABLY
      WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH PARTY MAY
      NOW
      OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH MANNER.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF the undersigned has executed this Guaranty as of the day and
      year first above written.

    


    
      	
               

            	
              XENI
                MEDICAL SYSTEMS, INC.

               

            
	
               

            	
              By:  

            	
                
                /s/ Howard B. Katz

            
	
               

            	
               

            	
              Name:  

            	
              Howard
                B. Katz

            
	
               

            	
               

            	
              Title:  

            	
              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
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    ACCEPTANCE
      BY LENDER

     

    This
      Guaranty Agreement is accepted by Debt Opportunity Fund, LLLP.

    


    
      	 	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

            


    

     

    
      
        
        

      

      
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