Unassociated Document


    Exhibit
10.1

    


    Consultant
Agreement

    


    Consultant Agreement, made as
of February 16, 2009, between MDwerks, Inc. (the “Corporation”), Vandam
Consulting Services, Inc, (the “Consultant”) and Howard B. Katz
(“Katz”).

    


    Whereas, Katz intends to
resign as Chairman, CEO and Director of the Corporation, and the Corporation
wishes to assure itself of the services of Katz through the Consultant for the
period provided in this Agreement, and the Consultant is willing to provide
services to the Corporation for the period under the terms and conditions
hereinafter provided.

    


    Now, Therefore, Witnesseth,
that for and in consideration of the premises and of the mutual promises and
covenants herein contained, the parties hereto agree as follows:

    


    
      	
              1. 

            	
              Engagement

            


    

    


    The
Corporation agrees to and does hereby engage the Consultant, and the Consultant
agrees to and does hereby accept engagement by the Corporation for the period
commencing on the date hereof and continuing for twenty four (24) months
thereafter.  The period during which Consultant shall serve in such
capacity shall be deemed the “Engagement Period” and shall hereinafter be
referred to as such.  If the annual revenue and other performance
targets described on Schedule A annexed
hereto are attained by Consultant, the term of the Engagement Period will be
extended for up to 2 additional twelve (12) month period by notice given to
Consultant no later than the last month of the respective Engagement
Periods.

    


    
      	
              2. 

            	
              Services

            


    

    


    The
Consultant shall render to the Corporation the services described on Schedule B annexed
hereto with respect to which the Consultant shall apply its reasonable
commercial efforts. Katz shall be the principal contact person at the Consultant
and shall devote at least fifty percent (50%) of his working time to the
performance of Consultant’s obligations hereunder. The Chief Executive Officer
or President of the Corporation shall be the Consultant’s principal contact
person at the Corporation.

    


    
      	
              3. 

            	
              Authority

            


    

    


    The
activities engaged in by the Consultant on behalf of the Corporation shall be
subject to the policies of the Corporation in all respects and the Consultant
shall have no authority to act for, represent, bind or obligate the
Corporation.  The Consultant shall for all purposes be an independent
contractor and not an agent or employee of the
Corporation.  Accordingly, except as specifically provided herein, the
Consultant shall not be eligible to receive any employee based benefits which
employees are otherwise eligible for.

    


    
      	
              4. 

            	
              Compensation;
      Expenses

            


    

    


    4.1           For
the services and duties to be rendered and performed by the Consultant during
the Engagement Period and in consideration of the Consultant’s having entered
into this agreement, the Corporation agrees to pay to Consultant a monthly
consulting fee and a quarterly performance bonus in accordance with Schedule C annexed
hereto.  In the event that the monthly consulting fee for any month is
not paid to Consultant by the fifth (5th) day of
the month, the Corporation shall be deemed to be in breach of this agreement. If
the Consultant provides the Corporation with written notice of such breach and
the Corporation fails to cure said breach within ten (10) days of its receipt of
such notice, then the Consultant shall be entitled to indemnification from the
Corporation for all its costs of collection, including attorneys fees and
disbursements, plus an additional
amount equal to fifty percent (50%) of the overdue amount as liquidated
damages.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.2           In
the event Consultant provides services to the Corporation regarding a merger,
acquisition or divestiture, Consultant will receive a fee equal to a percentage
of the purchase price, sales price or transaction valuation using the original
Lehman Formula as set forth on Schedule
C.

    


    4.3           During
the Engagement Period, Katz shall also be entitled to receive family health care
and individual long term care benefits equivalent to the current coverage held
by him through the Corporation.  In the event that in any month any of
the premiums for these policies are not paid when due, the Corporation shall
immediately notify the Consultant and shall be deemed to be in breach of this
agreement and the Consultant shall then be entitled to indemnification from the
Corporation for all its costs of collection, including attorneys fees and
disbursements, and all health-related costs incurred by Katz and/or his family
as a result of any of the above-referenced policies not being in effect, plus an additional
amount equal to fifty percent (50%) of the overdue premium as liquidated
damages.

    


    4.4           All
reasonable documented expenses incurred by the Consultant in performing services
hereunder shall be reimbursed to the Consultant by the Corporation in accordance
with its customary practices and policies; provided, however, that the
Consultant shall obtain the prior written approval of the Corporation for any
expenses in excess of $1,000.00.

    


    4.5           All
currently issued Incentive and non-qualified stock option agreements to purchase
the Corporation’s common stock held by Katz and Katz and his wife as tenants in
the entireties shall be
deemed to be fully vested as of the date hereof and shall each continue to be
exercisable until their respective expiration dates in accordance with their
stated terms, notwithstanding anything to the contrary that may be contained in
the underlying option agreements, including any provision regarding early
termination. See Schedule D.

    


    
      	
              5.

            	
              Privileged and Confidential
      Information.

            


    

    


    All
memoranda, proposals, notes, records or other documents made available to the
Consultant by the Corporation, which concern the business activities of the
Corporation, shall be the Corporation's property and shall be delivered to it on
the termination of this Agreement or at any other time upon its
request.  The Consultant shall not use for itself or others, or
divulge to others, any knowledge, data or other information relating to the
Corporation obtained by the Consultant as a result of its consulting services,
unless authorized in writing by the Corporation.

    


    
      	
              6. 

            	
              Assignment

            


    

    


    This
Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this
Agreement.  Further, this Agreement may be assigned by the Corporation
to an affiliate, provided that any such affiliate shall expressly assume all
obligations of the Corporation under this Agreement, and provided further that
the Corporation shall then fully guarantee the performance of the Agreement by
such affiliate.  Consultant agrees that if this Agreement is so
assigned, all the terms and conditions of this Agreement shall be between
assignee and itself with the same force and effect as if said Agreement had been
made with such assignee in the first instance.  This Agreement shall
not be assigned by the Consultant without the express written consent of the
Corporation. Such consent shall not be unreasonably withheld.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              7. 

            	
              Survival
      of Certain Agreements

            


    

    


    The
covenants and agreements set forth in Article 5 and Article 6 shall survive the
expiration of the Engagement Period and shall all survive termination of this
Agreement for a period of two (2) years and remain in full force and effect
during such period regardless of the cause of such termination.

    


    


    
      	
              8. 

            	
              Notices

            


    

    


    8.1           All
notices to be given hereunder shall be delivered by hand, facsimile or
recognized courier service to the party to whom such notice is required or
permitted to be given hereunder.  Any notice given hereunder shall be
deemed delivered to the address designated for delivery by a party,
notwithstanding the refusal of such party or other person to accept such
delivery.

    


    8.2           Any
notice to the Corporation or to any assignee of the Corporation shall be
addressed as follows:

    


    MDwerks,
Inc.

    1020 NW
6th Street - Suite I

    Deerfield
Beach, FL 33442

    Attention:  Vincent
Colangelo

     

    8.3           Any
notice to Consultant shall be addressed as follows:

    


    Vandam
Consulting Services, Inc.

    782
Northeast Harbour Drive

    Boca
Raton, Florida 33431

    Attention
Howard B. Katz

    


    8.4           Either
party may change the address to which notice to it is to be addressed, by notice
as provided herein.

    


    
      	
              9. 

            	
              Applicable
      Law

            


    

    


    This
Agreement shall be interpreted and enforced in accordance with the laws of the
State of Florida.

    


    
      	
              10. 

            	
              Interpretation

            


    

    


    Whenever
possible, each Article of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any Article is
unenforceable or invalid under such law, such Article shall be ineffective only
to the extent of such unenforceability or invalidity, and the remainder of such
Article and the balance of this Agreement shall in such event continue to be
binding and in full force and effect.

     

    
      
        	
                11.

              	
                Modification;
      Entire Agreement

              


      

    

    


    This
Agreement may not be modified or amended, except by a writing executed by both
parties hereto.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof and supersedes in its entirety that certain Employment Agreement, with
Howard B. Katz dated January 1, 2006, as Amended on December 31, 2007 and
Clarified on December 1, 2008, between the parties hereto which Employment
Agreement is hereby terminated effective upon the execution of this Consulting
Agreement. In addition, by the execution of this Consulting
Agreement,  Katz shall have resigned as Chairman, CEO and Director of
the Corporation and of any direct or indirect subsidiary of the Corporation in
which he is a director or officer.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed the above Agreement as of the day and year first
above written.

    


    


    MDWERKS,
INC.

                                        

       

      
        	By: 	/s/ David M.
      Barnes	 
	 	Name:  David
      M. Barnes	 
	 	Title:
      President	 


      

       

       

       

      VANDAM CONSULTING
SERVICES, INC. 

       

    

    
      
        	By: 	/s/ Howard B.
      Katz	 
	 	Name:  Howard
      B. Katz	 
	 	Title: Vice
      President	 


      



     

    
      
        	 	      
                /s/ Howard B. Katz

              	 
	 	HOWARD B.
    KATZ	 


      

    

    

      
        
           


        

        
          4