THIS
      SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY
      AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY
      IN
      COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
      APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY
      PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS SECURED PROMISSORY
      NOTE.

    


    THIS
      NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY
      REGULATION §1.1275-3(b)(1), VINCENT COLANGELO, A REPRESENTATIVE OF THE BORROWERS
      HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY
      MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY
      REGULATION §1.1275-3(b)(1)(i). VINCENT COLANGELO MAY BE REACHED AT TELEPHONE
      NUMBER (954) 389-8300.

    


    SENIOR
      SECURED PROMISSORY NOTE

     

    
      	
              Original
                Issuance Date:  November
                14, 2008

            	
              Original
                Principal Amount:    $10,300,000

            


    

     

    FOR
      VALUE
      RECEIVED, upon the terms and subject to the conditions set forth in this senior
      secured promissory note (this “Note”), MDWERKS, INC., a Delaware corporation
      with its principal place of business at 1020 NW 6th Street, Suite I, Deerfield
      Beach, FL 33442, and XENI FINANCIAL SERVICES, CORP., a Florida corporation
      with
      its principal place of business at 1020 NW 6th Street, Suite I, Deerfield Beach,
      FL 33442 (each a “Borrower” and collectively the “Borrowers”), jointly and
      severally, absolutely and unconditionally promise to pay to the order of DEBT
      OPPORTUNITY FUND, LLLP or registered assigns (the “Payee” or “Holder”), when
      due, whether upon the Maturity Date (as defined below), acceleration or
      otherwise (in each case in accordance with the terms hereof), the amount set
      out
      above as the Original Principal Amount or so much thereof as may from time
      to
      time be advanced hereunder (without deduction for the original issue discount
      taken by the Holder pursuant to Article I of the Loan and Securities Purchase
      Agreement of even date herewith between the Borrowers and the Holder (the “Loan
      Agreement”), each an “Advance” and collectively the “Advances”) and accrued
      interest thereon as hereinafter provided. All Advances made to the Borrowers
      shall be recorded by the holder hereof on Schedule
      A
      attached
      to this Note, which schedule is incorporated herein by reference and made a
      part
      hereof. This Note is issued in connection with the Loan Agreement, all terms
      of
      which are incorporated herein by this reference and hereby made a part of this
      Note. Capitalized terms not defined herein shall have the meanings ascribed
      to
      them in the Loan Agreement. 

    


    ARTICLE
      I

    PAYMENT
      OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT; MATURITY
      DATE

     

    1.1 Payment
      of Principal.
      Commencing on June 1, 2009, the Borrowers shall pay to the Holder monthly
      payments of principal in the amount of One Hundred Fifty Thousand Dollars
      ($150,000). All oustanding principal, interest and fees and charges of any
      kind
      under the Note shall become due and payable on November 14, 2010 (the “Maturity
      Date”). Payment of the principal of this Note (and any interest accrued thereon)
      shall be made in U.S. dollars in immediately available funds.

     

    1.2 Payment
      of Interest.
      Interest on the principal under this Note shall accrue at the rate of thirteen
      percent (13%) per annum (the “Stated Interest Rate”) commencing on the date that
      the Funded Amount, or any portion thereof, is released to the Borrowers under
      that certain Escrow Agreement dated November 14, 2008 (the “Escrow Agreement”)
      by and among the Borrowers, the Lender and Escrow Agent (as defined in the
      Escrow Agreement), except that interest shall begin accruing with respect to
      any
      amounts advanced to the Borrowers outside the Escrow Agreement upon the
      Borrowers’ actual receipt thereof (inclusive of the Cash Payment), and shall be
      computed on the basis of a 360-day year comprised of twelve (12) thirty (30)
      day
      months and shall be payable monthly in cash on the first (1st) day of each
      month, in arrears, commencing December 1, 2008. Interest shall be paid in U.S.
      dollars in immediately available funds.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.3 Payment
      on Non-Business Days.
      If the
      outstanding principal or accrued but unpaid interest under this Note becomes
      due
      and payable on a Saturday, Sunday or public holiday under the laws of the State
      of New York, the due date hereof shall be extended to the next succeeding full
      business day and interest shall be payable at the rate of thirteen (13%) percent
      per annum during such extension. All payments received by the Holder shall
      be
      applied first to the payment of all accrued interest payable
      hereunder.

     

    1.4 Late
      Fee.
      In the
      event any payment of principal or interest or both shall remain unpaid for
      a
      period of ten (10) days or more after the due date thereof, a one-time late
      charge equivalent to five percent (5%) of each unpaid amount shall be
      charged.

     

    1.5  Adjustment
      of Stated Interest Rate.

     

    (a) After
      an
      Event of Default and acceleration of the Maturity Date by the Holder the Stated
      Interest Rate shall be adjusted to a rate of eighteen percent (18%) per annum,
      subject to the limitations of applicable law.

     

    (b) Regardless
      of any other provision of this Note or other Transaction Document (as defined
      in
      the Loan Agreement), if for any reason the interest paid should exceed the
      maximum lawful interest, the interest paid shall be deemed reduced to, and
      shall
      be, such maximum lawful interest, and (i) the amount which would be excessive
      interest shall be deemed applied to the reduction of the principal balance
      of
      this Note and not to the payment of interest, and (ii) if the loan evidenced
      by
      this Note has been or is thereby paid in full, the excess shall be returned
      to
      the party paying same, such application to the principal balance of this Note
      or
      the refunding of excess to be a complete settlement and acquittance
      thereof.

     

    1.6 Prepayment.
      This
      Note may be prepaid at any time, without premium or penalty, in whole or in
      part, together with accrued interest to the date of such prepayment on the
      portion prepaid. All prepayments made shall be recorded by the holder hereof
      on
Schedule
      A
      attached
      hereto.

     

    ARTICLE
      II

    SECURITY
      AND SENIORITY

     

    2.1 Security
      Interests.
      All of
      the obligations of the Borrowers under the Note and Loan Agreement are secured
      by (a) an unconditional guaranty executed by each of the Subsidiaries (as
      defined in the Loan Agreement) pursuant to those certain Guaranty Agreements
      (as
      defined in the Loan Agreement), (b) a lien on all the assets, tangible and
      intangible, of the Borrowers now existing or hereinafter acquired granted
      pursuant to the Security Agreement and Collateral Assignment (as such terms
      are
      defined in the Loan Agreement), and (c) the other Transaction
      Documents.

     

    
      
        
        

      

      
        2


        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    MISCELLANEOUS

     

    3.1  Default.
      Upon
      the occurrence of any one or more of the Events of Default specified or referred
      to in the Loan Agreement all amounts then remaining unpaid on this Note may
      be
      declared to be immediately due and payable as provided in the Loan
      Agreement.

     

    3.2 Collection
      Costs.
      Should
      all or any part of the indebtedness represented by this Note be collected by
      action at law, or in bankruptcy, insolvency, receivership or other court
      proceedings, or should this Note be placed in the hands of attorneys for
      collection after default, the Borrowers, jointly and severally, hereby promise
      to pay to the Holder, upon demand by the Holder at any time, in addition to
      the
      outstanding principal and all (if any) other amounts payable on or in respect
      of
      this Note, all court costs and reasonable attorneys' fees and other reasonable,
      third-party collection charges and expenses incurred or sustained by the
      Holder.

     

    3.3 Rights
      Cumulative.
      The
      rights, powers and remedies given to the Payee under this Note shall be in
      addition to all rights, powers and remedies given to it by virtue of the Loan
      Agreement, any document or instrument executed in connection therewith, or
      any
      statute or rule of law.

     

    3.4 No
      Waivers.
      Any
      forbearance, failure or delay by the Payee in exercising any right, power or
      remedy under this Note, the Loan Agreement, any documents or instruments
      executed in connection therewith or otherwise available to the Payee shall
      not
      be deemed to be a waiver of such right, power or remedy, nor shall any single
      or
      partial exercise of any right, power or remedy preclude the further exercise
      thereof.

     

    3.5 Amendments
      in Writing.
      No
      modification or waiver of any provision of this Note, the Loan Agreement or
      any
      documents or instruments executed in connection therewith shall be effective
      unless it shall be in writing and signed by all parties, and any such
      modification or waiver shall apply only in the specific instance for which
      given.

     

    3.6 Governing
      Law.
      This
      Note and the rights and obligations of the parties hereto, shall be governed,
      construed and interpreted according to the laws of the State of New York,
      wherein it was negotiated and executed. IN ANY LAWSUIT IN CONNECTION WITH THIS
      NOTE, THE HOLDER AND THE UNDERSIGNED CONSENT AND AGREE THAT THE STATE AND
      FEDERAL COURTS WHICH SIT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK SHALL
      HAVE
      EXCLUSIVE JURISDICTION OF ALL CONTROVERSIES AND DISPUTES ARISING HEREUNDER.
      THE
      HOLDER AND EACH OF THE BORROWERS WAIVES THE RIGHT IN ANY LITIGATION ARISING
      HEREUNDER (WHETHER OR NOT ARISING OUT OF OR RELATING TO THIS NOTE) TO TRIAL
      BY
      JURY.

     

    3.7 Successors.
      The
      term “Payee” and “Holder” as used herein shall be deemed to include the Payee
      and its successors, endorsees and assigns. 

     

    3.8 Notices.
      All
      notices, demands or other communications given hereunder shall be in given
      in
      accordance with Section 12.6 of the Loan Agreement. 

     

    3.9 Certain
      Waivers.
      Except
      as otherwise specifically provided herein, the Borrowers and all others that
      may
      become liable for all or any part of the obligations evidenced by this Note,
      hereby waive presentment, demand, notice of nonpayment, protest and all other
      demands’ and notices in connection with the delivery, acceptance, performance
      and enforcement of this Note, and do hereby consent to any number of renewals
      of
      extensions of the time or payment hereof and agree that any such renewals or
      extensions may be made without notice to any such persons and without affecting
      their liability herein and do further consent to the release of any person
      liable hereon, all without affecting the liability of the other persons, firms
      or the Borrowers liable for the payment of this Note.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.10 Mutilated,
      Lost, Stolen or Destroyed Notes.
      In case
      this Note shall be mutilated, lost, stolen or destroyed, upon the written
      request of Holder, the Borrowers shall issue and deliver in exchange and
      substitution for and upon cancellation of the mutilated Note, or in lieu of
      and
      substitution for the Note, mutilated, lost, stolen or destroyed, a new Note
      of
      like tenor and representing an equivalent right or interest, but only upon
      receipt of evidence satisfactory to the Borrowers of such loss, theft or
      destruction and an indemnity also satisfactory to it.

     

    3.11  Transfer
      and Assignment.
      The
      Holder may transfer or assign this Note, including, without limitation, pursuant
      to the sale of participation rights in the Loan, without the consent of the
      Borrowers. The Borrowers may not transfer or assign this Note or their
      obligations hereunder without the consent of the Holder.

     

    3.12 Issue
      Taxes.
      The
      Borrowers shall pay any and all issue and other taxes, excluding federal, state
      or local income taxes, that may be payable in respect of any issue or delivery
      of this Note pursuant thereto.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of MDWERKS, INC. and XENI FINANCIAL SERVICES, CORP. has
      caused this Note to be executed by its authorized officer and to be dated as
      of
      the Original Issuance Date above.

     

    
      	
                

            	
              MDWERKS,
                INC. 

            
	 	 
	
               

            	
              By:  

            	
               /s/
                Howard B. Katz

            
	
               

            	
               

            	
              Name:  

            	
              Howard
                B. Katz

            
	
               

            	
               

            	
              Title:  

            	
              Chief
                Executive Officer

            


    

    


    
      	
               

            	
              XENI
                FINANCIAL SERVICES, CORP. 

            
	 	 
	
               

            	
              By:  

            	
               /s/
                Howard B. Katz

            
	
               

            	
               

            	
              Name:  

            	
              Howard
                B. Katz

            
	
               

            	
               

            	
              Title:  

            	
              Chief
                Executive Officer

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    This
      is
      the schedule referred to in that certain Senior Secured Promissory Note dated
      November 14, 2008, executed by MDWERKS, INC., and XENI FINANCIAL SERVICES,
      CORP.
      and payable to the order of DEBT OPPORTUNITY FUND, LLLP or registered
      assigns.

    


    Advances

    


    
      	
               

              Date

            	 	
              Advance

              Amount

            	 	
              Total
                Unpaid Principal

              Balance

            	 	
              Notation

              Made
                By

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    The
      aggregate unpaid principal amount shown on this Schedule shall be rebuttable,
      presumptive evidence of the principal amount owing and unpaid on this Note.
      The
      failure to record the date and amount of any loan on this Schedule shall not,
      however, limit or otherwise affect the obligations of MDWERKS, INC. or XENI
      FINANCIAL SERVICES, CORP. to pay the principal of and interest on this
      Note.

    


    
      
        
        

      

      
        6