Exhibit
4.1

    


    FIRST
AMENDMENT TO THE

    LOAN
AND SECURITIES PURCHASE AGREEMENT

    


    This
FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT (the “Amendment”),
dated this 31st day of
December, 2008, is made by and between MDWERKS, INC., a Delaware corporation
(“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida
corporation (“XFSC” and along with MDwerks, each a “Borrower” and collectively
the “Borrowers”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability
limited partnership organized under the laws of the State of Florida (the
“Lender”).

    


    On
November 14, 2008, Borrowers and Lender entered into that certain Loan and
Securities Purchase Agreement (the “Loan Agreement”) whereby Borrowers borrowed
$10,300,000 from Lender (the “Loan”) evidenced by the issuance of a Senior
Secured Promissory Note issued by Borrowers of even date
therewith.  Borrowers and Lender wish to amend Loan Agreement to
increase the aggregate amount of the Loan to $11,800,000.

    


    Accordingly, in consideration of the
mutual promises and covenants hereinafter set forth, the parties hereto agree as
set forth below.

    


    OPERATIVE
PROVISIONS

    


    1.           The
recitals of the Loan Agreement are hereby amended to replace “$10,300,000” with
“$11,800,000”.

     

    2.           Section
1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “1.1           The Loan and Purchase and
Sale of the Warrant.  Subject to the terms and conditions
hereof and in reliance on the representations and warranties contained herein,
or made pursuant hereto, (a) the Borrowers will borrow, and the Lender will lend
the Borrowers at the closing of the transactions contemplated hereby (the
“Closing”), the aggregate amount of up to $11,800,000 under the Note, subject to
a deduction for an original issue discount of 2%, less the fee owed to the
Lender pursuant to Section 12.9 hereof in the amount of $80,000 (the “Cash
Payment”) and (b) MDwerks will issue and sell to the Lender, and the Lender will
purchase from MDwerks at the Closing, the Warrant for making the Loan to the
Borrowers.  The Note will be issued with an original issue discount of
two percent (2%).  The Borrowers shall receive from the Lender $0.98
for each $1.00 of principal amount of the Note as indicated in Section 1.3
hereof.”

     

    3.           Section
1.3(b) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “(b)           After
the Closing Date, the Lender shall advance (i) an additional $8,800,000 under
the Note by, after applying the 2% original issue discount, delivering
$8,624,000 to the Escrow Agent by wire transfers to the Escrow Account
consisting of no more than six (6) separate financings with at least two (2)
such financings occurring during each calendar week beginning with the first
full calendar week following the Closing Date (ii) an additional $1,500,000
under the Note by, after applying the 2% original issue discount, delivering
$1,470,000, less fees of $5,000 payable to Bush Ross, P.A., to the Escrow Agent
by wire transfers to the Escrow Account on or before December 31, 2008 (each
such subsequent payment referred to herein as a “Subsequent Funding” with all
such payments into the Escrow Account referred to herein as the “Funded
Amount”).”

     

    4.           Section
1.4 of the Loan Agreement is hereby amended to replace “December 8, 2008” with
“January 19, 2009”:

     

    5.           Exhibit A of the Loan
Agreement is hereby removed and replaced with the Amended and Restated Senior
Secured Promissory Note attached hereto as Exhibit
A.

     

    6.           Exhibit C of the Loan
Agreement is hereby removed and replaced with the Amended and Restated Escrow
Agreement attached hereto as Exhibit
C.

     

    7.           Ratification of
Agreement.  The terms and conditions of the Loan Agreement that
have not been modified by this Amendment shall remain in full force and
effect.

     

    8.           Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

    


                   IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written 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

            


    

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              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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