EMPLOYMENT
AGREEMENT

     

    (Senior
Executive Level)

     

    AGREEMENT,
dated as of December 1, 2008, between MDwerks, Inc., a Delaware corporation (the
"Company"), and the Executive identified on Exhibit A attached
hereto (the "Executive").

    W I T N E S S E T
H:

    WHEREAS,
the Company desires to retain the services of the Executive and to that end
desires to enter into a contract of employment with him, upon the terms and
conditions herein set forth; and

    WHEREAS,
the Executive desires to be employed by the Company upon such terms and
conditions;

    NOW,
THEREFORE, in consideration of the premises and of the mutual benefits and
covenants contained herein, the parties hereto, intending to be bound, hereby
agree as follows:

    1.           APPOINTMENT AND
TERM

    Subject
to the terms hereof, the Company hereby employs the Executive, and the Executive
hereby accepts employment with the Company, all in accordance with the terms and
conditions set forth herein, for a period commencing on the date hereof (the
"Commencement Date") and ending on the date (the "Expiration Date") set forth in
Exhibit A,
unless the parties mutually agree in writing upon a later date.

    2.           DUTIES

    (a)           During
the term of this Agreement, the Executive shall be employed in the position set
forth in Exhibit
A and shall, unless prevented by incapacity, devote all of his business
time, attention and ability during normal corporate office business hours to the
discharge of his duties hereunder and to the faithful and diligent performance
of such duties and the exercise of such powers as may be assigned to or vested
in him by the Board of Directors of the Company (the "Board") and Chief
Executive Officer of the Company, such duties to be consistent with his
position.  The Executive shall obey the lawful directions of the Board
and Chief Executive Officer of the Company, and shall use his diligent efforts
to promote the interests of the Company and to maintain and promote the
reputation thereof.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)           The
Executive shall not during his term of employment (except as a representative of
the Company or with the consent in writing of the Board) be directly or
indirectly engaged or concerned or interested in any other business activity,
except through ownership of an interest of not more than 2% in any entity that
does not compete with the Company, provided it does not impair the ability of
the Executive to discharge fully and faithfully his duties
hereunder.

    (c)           Notwithstanding
the foregoing provisions, the Executive shall be entitled to serve in various
leadership capacities in civic, charitable and professional
organizations.  The Executive recognizes that his primary and
paramount responsibility is to the Company.

    (d)           The
Executive shall be based in the Deerfield Beach, Florida area, except for
required travel on the Company's business.

    3.           REMUNERATION

    (a)           As
compensation for his services pursuant hereto, the Executive shall be paid a
base salary during his employment hereunder at the annual rate set forth in
Exhibit
A.  This amount shall be payable in equal periodic installments
in accordance with the usual payroll practices of the Company.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b)           Except
as provided above, in Exhibit A and in
Sections 4 and 6 hereof, the Executive shall not be entitled to receive any
additional compensation, remuneration or other payments from the
Company.

    4.           HEALTH INSURANCE AND OTHER
FRINGE BENEFITS

    The
Executive shall be entitled to participate in regular employee fringe benefit
programs to the extent such programs are offered by the Company to its executive
employees, including, but not limited to, medical, hospitalization and
disability insurance and life insurance, Section 529 education plan and 401(k)
plan.

    5.           VACATION

    The
Executive shall be entitled to the number of weeks of vacation set forth in
Exhibit A (in
addition to the usual national holidays) during each contract year during which
he serves hereunder.  Such vacation shall be taken at such time or
times as will be mutually agreed between the Executive and the
Company.

    6.           REIMBURSEMENT FOR
EXPENSES

    The
Executive shall be reimbursed for reasonable documented business expenses
incurred in connection with the business of the Company in accordance with
practices and policies established by the Company.

    7.           TERMINATION

    (a)           This
Agreement shall terminate in accordance with the terms of Section 7(b) hereof;
provided, however, that such
termination shall not affect the obligations of the Executive pursuant to the
terms of Sections 8 and 9.

    (b)           This
Agreement shall terminate on the Expiration Date; or as follows:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (i)           Upon
the written notice to the Executive by the Company at any time, because of the
willful and material malfeasance, dishonesty or habitual drug or alcohol abuse
by the Executive related to or affecting the performance of his duties, or upon
the Executive's conviction of a felony, any crime involving moral turpitude
(including, without limitation, sexual harassment) related to or affecting the
performance of his duties or any act of fraud, embezzlement, theft or willful
breach of fiduciary duty against the Company.

    (ii)           In
the event the Executive, by reason of physical or mental disability, shall be
unable to perform the services required of him hereunder for a period of more
than 60 consecutive days, or for more than a total of 90 non-consecutive days in
the aggregate during any period of twelve (12) consecutive calendar months, on
the 61st consecutive day, or the 91st day, as the case may be.  The
Executive agrees, in the event of any dispute under this Section 7(b)(ii), and
after written notice by the Board, to submit to a physical examination by a
licensed physician practicing in the South Florida area selected by the Board,
and reasonably acceptable to the Executive.

    (iii)           In
the event the Executive dies while employed pursuant hereto, on the day in which
his death occurs.

    (c)           If
this Agreement is terminated pursuant to Section 7(b), the Company will have no
further liability to the Executive after the date of termination including,
without limitation, the compensation and benefits described herein, except as
set forth in Exhibit
A.

    (d)           In
the event the Company chooses not to enter into any agreement or amendment
extending the Executive's employment beyond the Expiration Date, the Company
agrees to provide Executive written notice of such determination prior to the
number of days set forth in Exhibit A, during
which time the Executive will not be required to perform any duties for the
Company, and may seek alternative employment while still being employed by the
Company.  If such prior written notice is not given, this Agreement
shall be automatically extended by one (1) year and the then effective annual
base salary shall be increased by 10%.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (e)           If
there is a Change of Control (as defined below), the Executive may terminate his
employment at any time within six months after such Change of Control and the
Executive shall continue to be paid pursuant to this Agreement.  A
Change of Control shall be deemed to have occurred at such time as any person,
other than the Company, its existing shareholders or any of its or their
affiliates on the date hereof, purchases the "beneficial ownership" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of 50% or more of the combined voting power of voting securities
then ordinarily having the right to vote for directors of the
Company.

    8.           CONFIDENTIAL
INFORMATION

    (a)           The
Executive covenants and agrees that he will not at any time during the
continuance of this Agreement or at any time thereafter (i) print, publish,
divulge or communicate to any person, firm, corporation or other business
organization (except in connection with the Executive's employment hereunder) or
use for his own account any secret or confidential information relating to the
business of the Company (including, without limitation, information relating to
any customers, suppliers, employees, products, services, formulae, technology,
know-how, trade secrets or the like, financial information or plans) or any
secret or confidential information relating to the affairs, dealings, projects
and concerns of the Company, both past and planned (the "Confidential
Information"), which the Executive has received or obtained or may receive or
obtain during the course of his employment with the Company (whether or not
developed, devised or otherwise created in whole or in part by the efforts of
the Executive), or (ii) take with him, upon termination of his employment
hereunder, any information in paper or document form or on any computer-readable
media relating to the foregoing.  The term "Confidential Information"
does not include information which is or becomes generally available to the
public other than as a result of disclosure by the Executive or which is
generally known in the medical claim processing and receivable financing
business.  The Executive further covenants and agrees that he shall
retain the Confidential Information received or obtained during such service in
trust for the sole benefit of the Company or its successors and
assigns.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (b)           The
term Confidential Information as defined in Section 8(a) hereof shall include
information obtained by the Company from any third party under an agreement
including restrictions on disclosure known to the Executive.

    (c)           In
the event that the Executive is requested pursuant to subpoena or other legal
process to disclose any of the Confidential Information, the Executive will
provide the Company with prompt notice so that the Company may seek a protective
order or other appropriate remedy and/or waive compliance with Section 8 of this
Agreement.  In the event that such protective order or other remedy is
not obtained or that the Company waives compliance with the provisions of
Section 8 of this Agreement, the Executive will furnish only that portion of the
Confidential Information which is legally required.

    9.           RESTRICTIONS DURING
EMPLOYMENT AND FOLLOWING TERMINATION

    (a)           The
Executive shall not, anywhere within the United States, during his full term of
employment under Section 1 hereof and for a period of one (1) year thereafter,
notwithstanding any earlier termination pursuant to Section 7(b) hereof, without
the prior written consent of the Company, directly or indirectly, and whether as
principal, agent, officer, director, partner, employee, consultant, broker,
dealer or otherwise, alone or in association with any other person, firm,
corporation or other business organization, carry on, or be engaged, have an
interest in or take part in, or render services to any person, firm, corporation
or other business organization (other than the Company) engaged in a business
which is competitive with all or part of the Business of the
Company.  The term "Business of the Company" shall mean developing,
providing and marketing technology and financial services that focus on products
and services related to processing claims by medical professionals and service
providers for insurance reimbursement and the financing of receivables due to
them arising out of such claims.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (b)           The
Executive shall not, for a period of one (1) year after termination of his
employment hereunder, either on his own behalf or on behalf of any other person,
firm, corporation or other business organization, endeavor to entice away from
the Company any person who, at any time during the continuance of this
Agreement, was an employee of the Company.

    (c)           The
Executive shall not, for a period of one (1) year after termination of his
employment hereunder, either on his own behalf or on behalf of any other person,
firm, corporation or other business organization, solicit or direct others to
solicit, any of the Company's customers or prospective customers (including, but
not limited to, those customers or prospective customers with whom the Executive
had a business relationship during his term of employment) for any purpose or
for any activity which is competitive with all or part of the Business of the
Company.

    (d)           It
is understood by and between the parties hereto that the foregoing covenants by
the Executive set forth in this Section 9 are essential elements of this
Agreement and that, but for the agreement of the Executive to comply with such
covenants, the Company would not have entered into this Agreement.  It
is recognized by the Executive that the Company currently operates in, and may
continue to expand its operations throughout, the geographical territories
referred to in Section 9(a) above.  The Company and the Executive have
independently consulted with their respective counsel and have been advised in
all respects concerning the reasonableness and propriety of such
covenants.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    10.           REMEDIES

    (a)           Without
intending to limit the remedies available to the Company, it is mutually
understood and agreed that the Executive's services are of a special, unique,
unusual, extraordinary and intellectual character giving them a peculiar value,
the loss of which may not be reasonably or adequately compensated in damages in
an action at law, and, therefore, in the event of any material breach by the
Executive that continues after any applicable cure period, the Company shall be
entitled to equitable relief by way of injunction or otherwise.

    (b)           The
covenants of Section 8 shall be construed as independent of any other provisions
contained in this Agreement and shall be enforceable as aforesaid
notwithstanding the existence of any claim or cause of action of the Executive
against the Company, whether based on this Agreement or otherwise.  In
the event that any of the provisions of Sections 8 or 9 hereof should ever be
adjudicated to exceed the time, geographic, product/service or other limitations
permitted by applicable law in any jurisdiction, then such provisions shall be
deemed reformed in any such jurisdiction to the maximum time, geographic,
product/service or other limitations permitted by applicable law.

    11.           COMPLIANCE WITH OTHER
AGREEMENTS

    The
Executive represents and warrants to the Company that the execution of this
Agreement by him and his performance of his obligations hereunder will not, with
or without the giving of notice or the passage of time or both, conflict with,
result in the breach of any provision of or the termination of, or constitute a
default under, any agreement to which the Executive is a party or by which the
Executive is or may be bound.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    12.           WAIVERS

    The
waiver by the Company or the Executive of a breach of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

    13.           BINDING EFFECT;
BENEFITS

    This
Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors, assigns, heirs and legal
representatives, including any corporation or other business organization with
which the Company may merge or consolidate or sell all or substantially all of
its assets.  Insofar as the Executive is concerned, this contract,
being personal, cannot be assigned.

    14.           NOTICES

    All
notices and other communications which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered to the person to whom such notice is to be given at his or its address
et forth below, or such other address for the party as shall be specified by
notice given pursuant hereto:

    
      
        	
                            (a)    

              	
                If
      to the Executive, to him at the address set forth in Exhibit
      A.

                  and

                

              


      

    

    
      
        
          	
                              (b)    

                	
                  If
      to the Company, to it at: 

                  MDwerks,
      Inc.

                  Windolph
      Center, Suite I

                  1020
      N.W. 6th
      Street

                  Deerfield
      Beach, Florida 33442

                  Attention:
      Chairman of the
Board

                


        

      

    

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    with a
copy to:

    Greenberg
Traurig, LLP

    200 Park
Avenue, 14th
Floor

    New York,
New York  10166

    Attention:  Spencer
G. Feldman, Esq.

     

    15.           MISCELLANEOUS

    (a)           This
Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof.  This
Agreement may not be changed, modified, extended or terminated except as
provided for herein, or upon written amendment approved by the Board and
executed by a duly authorized officer of the Company.

    (b)           The
Executive acknowledges that from time to time, the Company may establish,
maintain and distribute employee manuals of handbooks or personnel policy
manuals, and officers or other representatives of the Company may make written
or oral statements relating to personnel policies and
procedures.  Such manuals, handbooks and statements are intended only
for general guidance.  No policies, procedures or statements of any
nature by or on behalf of the Company (whether written or oral, and whether or
not contained in any employee manual or handbook or personnel policy manual),
and no acts or practices of any nature, shall be construed to modify this
Agreement or to create express or implied obligations of any nature to the
Executive.

    (c)           The
Company shall have no obligation actually to utilize the Executive's services;
if the Company elects not to use the Executive's services at any time, the
Company's obligations to the Executive shall be satisfied, in all respects, by
the payment to the Executive for the balance of the term of the Executive's
employment under this Agreement, but for a minimum period set forth in Exhibit A, the
compensation provided in Section 3, plus any other amounts payable to the
Executive and the continuation of benefits under Section 4.  During
such remaining term of employment, the Executive will not be required to perform
any duties for the Company and shall be entitled to seek other employment
provided that such employment would not violate the terms of this Agreement,
including Sections 8 and 9 hereof; and the seeking of such employment shall not
be deemed a violation of this Agreement.

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (d)           This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

    (e)           All
questions pertaining to the validity, construction, execution and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the State of Florida, without regard to its conflict of law
principles.

    (f)           Any
controversy or claim arising from, out of or relating to this Agreement, or the
breach hereof (other than controversies or claims arising from, out of or
relating to the provisions in Sections 8, 9 and 10), shall be determined by
final and binding arbitration in Broward County, Florida, in accordance with the
Employment Dispute Resolution Rules of the American Arbitration Association, by
a panel of not less than three (3) arbitrators appointed by the American
Arbitration Association.  The decision of the arbitrators may be
entered and enforced in any court of competent jurisdiction by either the
Company or the Executive.

    The
parties indicate their acceptance of the foregoing arbitration requirement by
initialing below:

    
    

     

    
      
        	 	 	 
	
                 /s/
      Howard B. Katz

              	 	
                 /s/
      David M. Barnes

              
	      
                For
      the Company

              	 	      
                Executive

              


      

    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

     

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

     

    
      
        	 	MDWERKS,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Howard
      B. Katz	 
	 	 	Name:
      Howard B. Katz 	 
	 	 	Title:
      Chief Executive Officer 	 
	 	 	 	 


      

    

     

    
       

      
        
          
            
              
                
                  	 	EXECUTIVE	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/
      David M. Barnes	 
	 	 	Name:
      David M. Barnes	 
	 	 	 	 


                

              

            

          

        

      

       

       

      
        
           

        

        
          12