Exhibit
4.2

    


    THIS
AMENDED AND RESTATED 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.

    


    


    AMENDED
AND RESTATED SENIOR SECURED PROMISSORY NOTE

     

    
      	
              Original
      Issuance Date:  November 14, 2008

            	
              Original
      Principal
  Amount:    $11,800,000

            


    

     

    FOR VALUE
RECEIVED, upon the terms and subject to the conditions set forth in this amended
and restated 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

        
          

        

      

      
         

      

       

    

    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.

     

    1.3           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/
      David M. Barnes

            
	 
      	 
      	
              Name:  

            	
              David
      M. Barnes

            
	 
      	 
      	
              Title:  

            	
              President

            


    

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              XENI
      FINANCIAL SERVICES, CORP.

                

            
	 
      	
              By:  

            	
              /s/
      David M. Barnes

            
	 
      	 
      	
              Name:  

            	
              David
      M. Barnes

            
	 
      	 
      	
              Title:  

            	
              President

            


    

    


    
      
         

      

      
        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

            
	
               

              11/14/08

            	
               

              $1,500,000

            	
               

              $1,500,000

            	 
      
	
               

              11/18/08

            	
               

              $1,500,000

            	
               

              $3,000,000

            	 
      
	
               

              11/20/08

            	
               

              $1,500,000

            	
               

              $4,500,000

            	 
      
	
               

              11/24/08

            	
               

              $1,500,000

            	
               

              $6,000,000

            	 
      
	
               

              11/26/08

            	
               

              $1,500,000

            	
               

              $7,500,000

            	 
      
	
               

              11/28/08

            	
               

              $1,500,000

            	
               

              $9,000,000

            	 
      
	
               

              12/2/08

            	
               

              $1,300,000

            	
               

              $10,300,000

            	 
      
	
               

              12/31/08

            	
               

              $1,500,000

            	
               

              $11,800,000

            	
               

              /s/
      David M. Barnes

            


    

    


    


    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