PLACEMENT AGENT
AGREEMENT

As of June 10, 2005

Brookshire
Securities Corporation
4 West Las Olas Blvd., 8th
Floor
Ft. Lauderdale, Florida
33301

Re:    Placement Agent
Agreement


Gentlemen:

This letter is in
confirmation of our agreement with you pertaining to the private
placement, coordinated by Brookshire Securities Corporation (the
‘‘Placement Agent,’’
‘‘Brookshire’’ or
‘‘you’’) as placement agent on a
‘‘best efforts – $2,500,000 minimum/$5,000,000
maximum’’ basis, of Units (the
‘‘Units’’), each Unit consisting of (i)
10,000 shares of the common stock (the ‘‘Common
Stock’’) of a Securities and Exchange Commission
(‘‘SEC’’) reporting and registered
publicly-traded company that will be quoted on the OTC Bulletin Board
(‘‘Pubco’’), and (ii) a detachable,
transferable three-year warrant (the
‘‘Warrant’’) to purchase up to 10,000
shares of Common Stock (the ‘‘Warrant
Shares’’) at a purchase price equal to $2.50 per share
(the ‘‘Offering’’). The Offering will close
concurrently with the closing of a reverse merger transaction (the
‘‘Reverse Merger’’) involving a
wholly-owned subsidiary of Pubco, and MDwerks Global Holdings, Inc.
(‘‘MDwerks’’). The terms, conditions,
rights, preferences and privileges of the securities comprising the
Units will be more fully described in the Memorandum (as defined in
Section 1(a) below). The following terms and conditions shall, if
accepted by you, constitute a legally binding agreement between us.
Either party may terminate this agreement at any time in the event of a
material breach of this Agreement by the other in which event the
terminating party shall have no further liability hereunder. Terms not
otherwise defined herein shall have the meanings ascribed thereto in
the Memorandum.

SECTION
1.    Description of Securities


(a) The
shares of Common Stock and Warrants to be offered and sold in the
Offering on a ‘‘best efforts –
minimum/maximum’’ basis shall conform in all material
respects to the description thereof contained in a Confidential Private
Placement Memorandum to be prepared by MDwerks (as the same may be
amended or supplemented from time to time, and including all exhibits
and appendices attached thereto, the
‘‘Memorandum’’), which will contain (i) a
description of MDwerks and its business, assets, prospects and
management; (ii) the terms and conditions of the Offering; (iii) a
description of the securities comprising the Units; and
(iv) certain financial information. If necessary, Pubco and
MDwerks will update or supplement the Memorandum prior to completion of
the Offering. Without MDwerks’s prior written consent, you will
not distribute any offering materials to prospective investors other
than the Memorandum. You shall be entitled to rely on the accuracy and
completeness of all information provided by MDwerks and Pubco,
including information incorporated by reference in the Memorandum.
Additionally, representatives of MDwerks and Pubco shall be available
to answer questions of, and to provide additional information to, any
potential investors. You will not make any use of the Memorandum other
than for purposes of implementing this Agreement, nor will you or any
of your agents or employees use the same or do any other act or thing
in the course of the offering or sale hereunder which would constitute
a violation of the Securities Act of 1933, as amended
(‘‘Securities Act’’), the Securities
Exchange Act of 1934, as amended (‘‘Exchange
Act’’), any state ‘‘blue
sky’’ laws or regulations and any other securities laws
applicable to the Offering.

(b) The Offering will be
conducted to raise from investors a minimum of $2,500,000 from the sale
of 100 Units and a maximum of $5,000,000 from the sale of 200 Units, at
the purchase price per Unit of $25,000. After giving effect to the
completion of the Reverse Merger, and assuming the successful
completion of the Offering, approximately 11,952,000 shares of Common
Stock will be outstanding (excluding shares issued to Placement Agent
as equity compensation hereunder) if the minimum amount of Units is
sold, and approximately 13,102,000 shares of Common Stock will be
outstanding (excluding shares issued to Placement Agent as equity
compensation hereunder) if the maximum amount of Units is sold. Upon
the mutual agreement of MDwerks and the Placement 

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Agent, MDwerks may sell additional Units at
the same price per Unit, provided that the aggregate number of
additional Units sold shall not exceed than 30
Units.

SECTION 2.    Representations
and Warranties


(a) Each of MDwerks and Pubco
represents and warrants to the Placement Agent, but only with respect
to the matters which specifically pertain to itself, as
follows:

(i) MDwerks has full corporate
power and authority to execute, deliver and perform its obligations
under this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement, the
consummation by MDwerks of the transactions herein contemplated and the
compliance by MDwerks with the terms of this Agreement have been duly
authorized by all necessary corporate action on the part of MDwerks,
and when duly executed and delivered by MDwerks this Agreement will
constitute a valid and binding obligation of MDwerks, enforceable in
accordance with its terms.

(ii) Pubco has
the corporate power and authority to execute and deliver this Agreement
and the Subscription Agreement and to perform its obligations hereunder
and thereunder and to issue the Units, the Common Stock, the Warrants,
the Warrant Shares, the Placement Agent Shares (as such term is defined
in the Memorandum), the Placement Agent Warrants (as such term is
defined in the Memorandum), and the shares of Common Stock underlying
the Placement Agent Warrants (the ‘‘Placement Agent
Warrant Shares’’). When executed and delivered by Pubco,
this Agreement and the Subscription Agreement will have been duly
authorized by Pubco and, will constitute its valid and binding
obligation and be enforceable against Pubco in accordance with its
terms.

(iii) The execution, delivery and
performance of this Agreement and the Subscription Agreement, and the
issuance of the Common Stock, the Warrants, the Warrant Shares, the
Placement Agent Shares, the Placement Agent Warrants and the Placement
Agent Warrant Shares by Pubco, and does not and will not at the closing
of the Offering (the ‘‘Closing Time’’)
conflict with Pubco’s Certificate of Incorporation, as amended,
or By-laws, or result in a breach of any terms or provisions of, or
constitute a default under, any material contract, agreement or
instrument to which Pubco is a party or by which Pubco is
bound.

(iv) The execution, delivery and
performance of this Agreement does not, and at the Closing Time will
not, conflict with MDwerks’ Certificate of Incorporation, as
amended, or By-laws, or result in a breach of any terms or provisions
of, or constitute a default under, any material contract, agreement or
instrument to which MDwerks is a party or by which MDwerks is
bound.

(v) From the date of commencement
of sales until completion of the Offering of the Units by the Placement
Agent, the Memorandum will contain all statements required to be stated
therein in accordance with the Securities Act, will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that no representation or
warranty is made as to the requirement to disclose the identity of
Pubco in the Memorandum.

(vi) MDwerks has
prepared the Memorandum, which may be supplemented or amended from time
to time and which contains information materially accurate as of the
date specified therein, of the kind specified by applicable statutes
and regulations, including, without
limitation:

			
		(A) 	The terms of the
Offering;


			
		(B) 	a description of the
Units, the Common Stock, the Warrants, the Warrant Shares, the
Placement Agent Shares, the Placement Agent Warrants and the Placement
Agent Warrant Shares;


			
		(C) 	a
description of the Reverse
Merger;


			
		(D) 	a description of the
business conducted by MDwerks;


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		(E) 	the
financial condition of
MDwerks;


			
		(F) 	past material activities
of MDwerks;


			
		(G) 	commissions and
compensation to be paid to the Placement Agent in connection with the
Offering;


			
		(H) 	disclosure of material
contracts, agreements or other business arrangements, which affect or
are related to the business conducted by MDwerks and to be conducted by
MDwerks;


			
		(I) 	information regarding
MDwerks, its management, material obligations, liabilities, any pending
or threatened lawsuits or proceedings, and recent material adverse
changes in its financial condition;


			
		(J) 	any appropriate legends and such
other information or material as the Placement Agent may reasonably
request to be included
therein;


			
		(K) 	information regarding any
and all of MDwerks’ ‘‘employee benefit
plans’’ (within the meaning of Section 3(3) of the
Employment Retirement Security Act of 1974, as amended, and any other
employee benefit or fringe benefit plans, arrangements, practices,
contracts, policies or programs, including, without limitation,
employee stock option plans; and


			
		(L) 	information regarding certain
relationships and related transactions as would be required under Item
404 of Regulation S-B under the Securities Exchange Act of 1934, as
amended.


(vii) Each of MDwerks and Pubco
is, and at the Closing Time will be, a corporation duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of incorporation. Each of MDwerks and Pubco has, and at
the Closing Time will have, the power and authority to conduct all of
the activities conducted by it, to own or lease all of the assets owned
or leased by it and to conduct its business as described in the
Memorandum. Each of MDwerks and Pubco is, and at the Closing Time will
be, duly licensed or qualified to do business and in good standing as a
foreign corporation in all jurisdictions in which the nature of the
activities conducted by it or the character of the assets owned or
leased by it makes such license or qualification necessary, except
where the failure to be so qualified would not have a material adverse
effect on MDwerks or Pubco, as the case may be. Complete and correct
copies of the charter and the bylaws of each of MDwerks and Pubco
(including all amendments thereto) have been delivered to you, and no
changes therein will be made subsequent to the date hereof and prior to
the Closing Time, except as contemplated by the Memorandum and advised
to you.

(viii) MDwerks had, at the date or
dates indicated in the Memorandum, duly authorized and outstanding
capitalization as set forth in the Memorandum under the caption
‘‘Capitalization.’’ Immediately prior to
the Closing Time, Pubco will have duly authorized and outstanding
capitalization as set forth in the Memorandum under the caption
‘‘Capitalization’’ on a pro forma basis
after giving effect to the Reverse
Merger.

(ix) Subsequent to the date hereof
and prior to the Closing Time, except as disclosed in the Memorandum,
MDwerks will not acquire any of its equity securities and will not
issue any of its securities other than pursuant to currently
outstanding stock options, warrants and convertible securities. Except
as set forth herein or referred to in the Memorandum, neither MDwerks
nor Pubco has outstanding, and at the Closing Time will not have
outstanding, any stock options to purchase, or any rights or warrants
to subscribe for, or any securities or obligations convertible into or
any contracts or commitments to issue or sell, shares of the Common
Stock or any such warrants, convertible securities or obligations,
except as those described therein.

(x) The
financial statements (including the schedules and notes thereto) of
MDwerks included in the Memorandum present fairly the financial
position of MDwerks as of the dates thereof, and the results of
operations and changes in financial position of MDwerks for the


3









periods indicated therein are in conformity
with generally accepted accounting principles applied on a consistent
basis throughout the periods
involved.

(xi) Except to the extent
reflected or reserved against in the financial statements of MDwerks
included in the Memorandum, or as otherwise described in the
Memorandum, MDwerks has had no material liabilities, debts, obligations
or claims asserted against it, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, including, without
limitation, liabilities on account of taxes, other governmental charges
or lawsuits brought subsequent to such date. Except to the extent
reflected or reserved against in the most recently filed financial
statements of Pubco in its Annual Report on Form 10-KSB, or as
otherwise described in the Memorandum, Pubco has no material
liabilities, debts, obligations or claims asserted against it, whether
accrued, absolute, contingent or otherwise, and whether due or to
become due, including, without limitation, liabilities on account of
taxes, other governmental charges or lawsuits brought subsequent to
such date.

(xii) Subsequent to the
respective dates as of which information is set forth in the Memorandum
and prior to the Closing Time, except as set forth in the Memorandum,
(i) MDwerks has not incurred and will not have incurred any material
liabilities or obligations, direct or contingent, and has not entered
into any material transactions other than as contemplated in the
Memorandum, and will not enter into any material transaction without
disclosing such material transaction to the Placement Agent, (ii)
MDwerks has not and will not have paid or declared any cash dividends
or other distribution on its capital stock, and (iii) there has not
been and will not be any material adverse change in the business,
properties, financial condition, results of operations or prospects of
MDwerks, or in the book value of the assets of MDwerks, arising from
any reason whatsoever.

(xiii) Except as
set forth in the Memorandum, neither MDwerks nor Pubco has, and at the
Closing Time neither MDwerks nor Pubco will have, any material
contingent obligations.

(xiv) Neither
MDwerks nor Pubco has any subsidiaries, except as disclosed in the
Memorandum, nor does either have any equity interest in any
partnership, joint venture, association or other entity, except as
disclosed in the Memorandum.

(xv) Except
as set forth in the Memorandum, there are no material actions, suits or
proceedings pending, or to the knowledge of MDwerks threatened, against
or affecting MDwerks or Pubco or their respective businesses, financial
condition, results of operations or material properties before or by
any federal or state court, commission, regulatory body, administrative
agency or other governmental body, domestic or foreign, wherein an
unfavorable ruling, decision or finding would materially and adversely
affect (i) MDwerks or its businesses, financial condition, results of
operations or material properties taken as a whole, or (ii) the ability
of MDwerks or Pubco to consummate the transactions contemplated by this
Agreement.

(xvi) Neither MDwerks nor Pubco
is in violation of its charter or bylaws. Neither the execution and
delivery of this Agreement, nor the issuance and sale of the Units sold
in the Offering, nor the consummation of any of the transactions
contemplated herein or in the Memorandum, nor the compliance by MDwerks
or Pubco with the terms and provisions hereof has conflicted with or
will conflict with or has resulted in or will result in a breach of,
any of the terms and provisions of, or has constituted or will
constitute a default under, or has resulted in or will result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of MDwerks or Pubco pursuant to the terms of any
indenture, mortgage, deed of trust, note, loan or credit agreement or
any other agreement or instrument to which MDwerks or Pubco is a party
or by which MDwerks or Pubco may be bound or to which any of the
property or assets of MDwerks or Pubco is subject; nor will such action
result in any violation of the provisions of the charter or the bylaws
of MDwerks or Pubco or any statute, order, rule or regulation
applicable to MDwerks or Pubco or of any federal, state or other
judicial, administrative or regulatory authority or other government
body having jurisdiction over MDwerks or Pubco.

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(xvii) The shares of
Common Stock, the Warrants, the Warrant Shares, the Placement Agent
Shares, the Placement Agent Warrants and the Placement Agent Warrant
Shares referred to in the Memorandum will, upon issuance, assuming the
payment of the applicable purchase or exercise price therefor, be
validly issued, fully paid and non-assessable and the holders thereof
will not be subject to personal liability by reason of being such
holders. The Common Stock, the Warrants, the Warrant Shares, the
Placement Agent Shares, the Placement Agent Warrants and the Placement
Agent Warrant Shares will not be subject to the preemptive rights of
any security holder. As of the Closing, the issuance and sale of each
of the securities comprising the Units, the Common Stock, the Warrants,
the Warrant Shares, the Placement Agent Shares, the Placement Agent
Warrants and the Placement Agent Warrant Shares will have been duly and
validly authorized by all required corporate action and otherwise.

(xviii)  All issued and outstanding
securities of MDwerks have been duly authorized and validly issued and
the outstanding Common Stock is fully paid and non-assessable and the
holders thereof will not be subject to personal liability solely by
reason of being such holders; and none of such securities were issued
in violation of the pre-emptive rights of any holders of any security
of MDwerks.

(xix) MDwerks has good and
marketable title to all properties and assets free and clear of all
liens, charges, encumbrances or restrictions, except such liens,
charges, encumbrances or restrictions as are not material to the
business of MDwerks or as are set forth in the Memorandum. MDwerks has
valid and enforceable leases or licenses for the material properties as
used by it in the operation of its business. All rentals, royalties or
other payments accruing under any such licenses or leases which became
due prior to the date of this Agreement have been duly paid, and
neither MDwerks nor any other party is in material default thereunder,
and, to the knowledge of MDwerks, no event has occurred which, with the
lapse of time or the giving of notice, or both would constitute a
default thereunder.

(xx) All taxes which
are due from MDwerks and Pubco have been paid in full (or adequate
accruals for the payment thereof have been provided for in its
accounting records). Each of MDwerks and Pubco has filed all federal,
state, municipal and local tax returns relating to MDwerks or Pubco, as
the case may be (whether relating to income, sales, franchise,
withholding, real or personal property or other types of taxes)
required to be filed under the laws of the United States and applicable
states or has duly obtained extensions of time for the filing thereof.
As to MDwerks, the provisions for income taxes payable, if any, shown
on the financial statements contained in the Memorandum are sufficient
for all accrued and unpaid foreign and domestic taxes, whether or not
disputed, and for all periods to and including the dates of such
financial statements. As to Pubco, the provisions for income taxes
payable, if any, shown on the financial statements contained in
Pubco’s most recently filed form 10-KSB are sufficient for all
accrued and unpaid foreign and domestic taxes, whether or not disputed,
and for all periods to and including the dates of such financial
statements. Each of the tax returns heretofore filed by each of MDwerks
and Pubco correctly and accurately reflects the amount of
MDwerks’s and Pubco’s respective tax liability
thereunder. Each of MDwerks and Pubco has withheld, collected and paid
all other levies, assessments, license fees and taxes to the extent
required and, with respect to payments, to the extent that the same
have become due and payable. Neither MDwerks nor Pubco has executed or
filed with any taxing authority, foreign or domestic, any agreement
extending the period for assessment or collection of any income taxes
nor is either a party to any pending action or proceeding by any
foreign or domestic governmental agency for assessment or collection of
taxes; and no claims for assessment or collection of taxes have been
asserted against MDwerks or
Pubco.

(xxi) Except as set forth in the
Memorandum, neither MDwerks nor Pubco has (i) issued any securities or
incurred any liability or obligation, direct or contingent, for
borrowed money, or entered into any transaction other than in the
ordinary course of business, and which is not required to be disclosed
in the Memorandum, nor (ii) declared or paid any dividend or made any
other distribution on or in respect to its capital
stock.

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(xxii) Except as
disclosed in the Memorandum, Neither MDwerks nor Pubco has any
financial obligations of any kind coming due before December 31,
2005, that will negatively impact the rights of the investors in the
Offering.

(xxiii) Subject to compliance by
the Placement Agent with regulations regarding an offering to
accredited investors under Regulation D promulgated under the
Securities Act, except for the filing of (A) Form D under the
Securities Act, and (B) other than as may be required under applicable
state securities or Blue Sky laws, no authorization, approval, consent,
order, registration, certification, license or permit (collectively,
‘‘Permits’’) of any court or governmental
agency or body, is required for the valid authorization, issuance, sale
and delivery of the Units, the Placement Agent Shares or the Placement
Agent Warrants.

(xxiv) Each contract or
other instrument to which MDwerks is a party or by which its properties
or business is or may be bound or affected and to which reference is
made in the Memorandum has been duly and validly executed by MDwerks
and, assuming that such contracts or other instruments have been
properly executed by the parties other than MDwerks, is in full force
and effect in all material respects and is enforceable against the
parties thereto in accordance with its terms, and none of such
contracts or instruments has been assigned by MDwerks and except as
described in the Memorandum, neither MDwerks nor any other party is in
default thereunder and no event has occurred which, with the lapse of
time or the giving of notice, or both, would constitute a default
thereunder. None of the material provisions of such contracts or
instruments violates any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court having
jurisdiction over MDwerks or its assets or
business.

(xxv) [RESERVED]

(xxvi) Neither
MDwerks nor Pubco has directly or indirectly, at any time, (A) made any
contributions to any candidate for political office, or failed to
disclose fully any such contribution in violation of law or (B) made
any payment to any state, federal or foreign governmental officer or
official, or other person charged with similar public or quasi-public
duties, other than payments or contributions required or allowed by
applicable law.

(xxvii) Assuming the
representations and warranties of the Placement Agent contained herein
and of the purchasers contained in the Subscription Documents are true
and correct, the offer and sale of the Units by MDwerks has satisfied
and at the Closing Time will have satisfied all of the requirements of
Regulation D, and MDwerks is not disqualified from the exemption under
Rule 505 contained in Regulation D by virtue of the disqualifications
contained in Rule 505(b)(2)(iii), or the exemption under Regulation D
by virtue of the disqualification contained in Rule 507. The Memorandum
and related documents conform in all material respects with the
requirements of Section 4(2) of the Securities Act and Regulation D
promulgated thereunder and with the requirements of all other published
rules and regulations of the SEC and state blue sky securities laws
currently in effect relating to ‘‘private
offerings.’’

(xxviii) Other
than any payments to the Placement Agent hereunder, and except as
disclosed in the Memorandum, neither MDwerks nor Pubco has incurred any
liability for any finder’s fee or similar payments in connection
with the transactions herein
contemplated.

(xxix) MDwerks owns or
possesses or can acquire on reasonable terms adequate and enforceable
rights to use all trademarks, service marks, copyrights, patent rights,
trade secrets or other confidential information currently used in the
conduct of its business as described in the Memorandum (the
‘‘Intangibles’’). Except as disclosed in
the Memorandum, to the knowledge of MDwerks. MDwerks is not infringing
upon the rights of others with respect to the Intangibles and has not
received any notice of conflict with the asserted rights of others with
respect to the Intangibles which could, singly or in the aggregate,
materially adversely affect MDwerks’s business, financial
condition, results of operations or prospects, and MDwerks does not
know of any basis therefor. To MDwerks’s knowledge, no other
party has infringed upon the
Intangibles.

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(b) MDwerksMDwerksMDwerksMDwerksThe
Placement Agent represents and warrants to MDwerks as
follows:

(i) The Placement Agent is, and
at the Closing Time, will be, a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction. The
Placement Agent is, and at the Closing Time will be, duly licensed and
qualified in good standing as a broker-dealer, authorized to conduct
private placements under all applicable laws, rules and regulations,
including, without limitation, the rules and regulations of the SEC,
the National Association of Securities Dealers, Inc., and those states
in which it is required to be so registered in order to carry out the
Offering contemplated by the
Memorandum.

(ii) This Agreement has been
duly authorized, executed and delivered by the Placement Agent and is a
valid and binding agreement on its part. Neither the execution and
delivery of this Agreement, nor the consummation of any of the
transactions contemplated herein, nor the compliance by the Placement
Agent with the terms and provisions hereof has conflicted with or will
conflict with or has resulted in or will result in a breach of, any of
the terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Placement Agent pursuant to the terms of any indenture,
mortgage, deed of trust, note, loan or credit agreement or any other
agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent may be bound or to which any of its
properties or assets is subject; nor will such action result in any
violation of the provisions of the certificate of incorporation or the
bylaws of the Placement Agent or any statute, order, rule or regulation
applicable to the Placement Agent or of any federal, state or other
judicial, administrative or regulatory authority or other government
body having jurisdiction over the Placement
Agent.

(iii) The Placement Agent shall
conduct the Offering in compliance with all federal and state statutes,
laws, rules and regulations applicable to an offering to all accredited
investors conducted under Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

SECTION
3.    Purchase, Sale and Delivery of the Shares; Closing;
Escrow


(a) On the basis of the representations and
warranties contained in this Agreement and subject to the terms and
conditions herein set forth, MDwerks and Pubco hereby appoint the
Placement Agent as its exclusive agent to offer and sell to
‘‘accredited investors,’’ as such term is
defined in Rule 501 of Regulation D, as promulgated under the
Securities Act, the Units for a purchase price of $25,000 per Unit or
such other price as the Placement Agent and MDwerks may agree in
writing. The Placement Agent hereby accepts such appointment and agrees
to use its commercially reasonable best efforts as agent for MDwerks to
sell the Units. No sale of Units will be consummated unless the gross
proceeds from the sale of the Units by the Placement Agent shall be an
amount of $2,500,000 or more. The Placement Agent hereby agrees,
subject to the terms of this Agreement, to use its commercially
reasonable best efforts to sell the Units pursuant to the terms set
forth in the Memorandum.

(b) The Parties hereto shall
enter into an escrow agreement at or prior to the Closing with
Corporate Stock Transfer, Inc., as escrow agent (the
‘‘Escrow Agent’’) and Guaranty Bank &
Trust, as escrow bank (the ‘‘Escrow
Bank’’), or such other escrow agent as may be mutually
agreed upon by the parties hereto. The escrow agreement will provide
for the direct disbursement of all fees and funds held by the Escrow
Agent.

(c) MDwerks, in its sole and absolute discretion,
may choose to accept or reject any subscription for Units, and
Placement Agent may not require a closing to occur with respect to any
subscription that is rejected by MDwerks.

SECTION
4.    Placement Agent Compensation;
Expenses


(a) Placement Fee


As
compensation for the services to be rendered by the Placement Agent, in
connection with the sale of Units in the Offering, MDwerks, upon each
closing of the Offering, shall pay to the Placement 

7









Agent a placement fee equal to eight percent
(8%) of the gross proceeds derived from the sale of the Units
subscribed for, in cash, whether the sale was directly the result of
Placement Agent’s efforts or indirectly through the efforts of
any other party legally permitted to effect the sale (including, but
not limited to, NASD Members as selling agents, which the Placement
Agent may permit to participate in the Offering). In the event that
MDwerks sells Units in excess of the maximum offering of Units stated
in the Memorandum (the
‘‘Over-subscription’’), then MDwerks shall
pay an additional placement fee to the Placement Agent equal to eight
percent (8%) of the gross proceeds of the Units subscribed for
in such Over-subscription, in cash. The placement fees are to be
deducted by the Escrow Agent from the funds received in the Escrow
Account at the Closing. In addition, MDwerks shall, upon each closing
of the Offering (including the Over-subscription), pay to the Placement
Agent, in cash, a non-accountable expenses allowance equal to two
percent (2%) of the gross proceeds derived from the sale of
Units subscribed for.

(b) Out-of-Pocket
Expenses


MDwerks agrees to pay, at the Closing Time, all
actual reasonable and necessary out-of-pocket expenses incurred by the
Placement Agent, including, but not limited to legal, printing,
advertising, delivery and travel costs, including coach air/train fare.
Such expenses are to be deducted by the Escrow Agent from the funds
received in the Escrow Account.

The parties hereto agree that if
Placement Agent terminates this Agreement in the event of a material
breach of this Agreement by MDwerks, that all reasonable documented
out-of-pocket expenses of Placement Agent with respect to the Offering,
including but not limited to the reasonable fees and expenses of
counsel to the Placement Agent, shall be paid by MDwerks promptly, and
in any event not later than five (5) days following the date of any
such termination. Placement Agent’s out of pocket expenses shall
otherwise be the responsibility of the Placement Agent to be satisfied
out of the non-accountable expense allowance of Placement Agent.

(c)  Equity Compensation


At the Closing, in
connection with the sale by MDwerks of the minimum number of Units
offered in the Offering, the Placement Agent shall receive equity
compensation in the form of up to 300,000 shares of Common Stock
determined on a pro rata basis by comparison of the gross proceeds
raised compared to the Maximum Offering and, in the event of the
exercise of the over-allotment option, up to an additional 275,000
shares of Common Stock determined on a pro rata basis by comparison of
the gross proceeds raised in the over-allotment to the full amount of
the over-allotment, and five-year warrants to purchase, at an exercise
price of $1.25 per share, the number of shares of Common Stock equal to
10% of the number of shares of Common Stock sold in the Offering
(the ‘‘Placement Agent Warrants’’). In the
event that MDwerks sells Units in an Over-subscription, then at the
Closing, MDwerks, upon the closing of the Offering, shall issue to the
Placement Agent additional Placement Agent Warrants to purchase, at an
exercise of $1.25 per share, 10% of the total number of shares
of Common Stock sold in the
Over-subscription.

SECTION
5.    Offering Documents


MDwerks will deliver
to you, without charge, as many copies as you have reasonably requested
of the Memorandum, including any exhibits attached thereto (the
‘‘Offering Documents’’). All mailing and
other expenses associated with distribution of the Offering Documents
to any person, including, without limitation, potential investors,
shall be paid by MDwerks. If, during the offering period, MDwerks
becomes aware of any event, as a result of which the Memorandum, as
then amended or supplemented, would include an untrue statement of a
material fact, or omit to state a material fact necessary in order to
make the statements made in light of the circumstances in which they
were made not misleading, or if it shall be necessary to amend or
supplement the Memorandum to comply with applicable law, MDwerks shall
forthwith notify the Placement Agent thereof, and furnish to the
Placement Agent in such quantities as may be reasonably requested, an
amendment or amended and supplemented Memorandum which corrects such
statements or omissions or causes the Memorandum to comply with
applicable law. Prior to the Closing or earlier termination of the
Offering, no copies of the Memorandum or any exhibit thereto, or any
material prepared by MDwerks in connection with 

8









the Offering will be given without the prior
written permission of the Placement Agent, by MDwerks or its counsel or
by any principal or agent of MDwerks to any person not a party to this
Agreement, unless (i) such person is a director or principal
shareholder of, or directly employed by, MDwerks, (ii) such
delivery is made to a state or federal regulatory agency in connection
with a specific legal requirement of the Offering, or (iii) such
delivery is required pursuant to the order of a court, a state or
federal regulatory agency or applicable
law.

SECTION
6.    Covenants


(a) Upon the closing of
the Offering, MDwerks covenants and agrees with the Placement Agent as
follows:

(i) MDwerks will cause Pubco to
file on or before the date which is 90 days after the termination of
the Offering one or more registration statements which will cover the
shares of Common Stock (A) issued in the Reverse Merger, (B) sold in
the Offering, (C) representing the Warrant Shares, (D) representing the
Placement Agent Shares, and (E) representing the Placement Agent
Warrant Shares, for resale with the SEC and under the securities or
‘‘Blue Sky’’ laws of such jurisdictions as
is required. In addition, MDwerks cause Pubco to file such amendments
and furnish such information as may be required for such purpose and to
comply with such laws so as to continue to maintain the effectiveness
of the resale registration statement from the effective date thereof
through and until the date which is 12 months after the date of
termination of the Offering. Confirmation of these actions being taken
will be provided to Placement Agent with copies of all documents
relating thereto. In the event the resale registration statement is not
filed with the SEC on or prior to the date which is 60 days after the
Closing Time, the total number of shares of Common Stock sold as part
of the Units in the Offering and to be covered by the registration
statement for each investor in the Offering and their permitted
transferees, successors, executors or administrators (each such party,
a ‘‘Holder’’) shall be increased by
2% per month for each month (or portion thereof) that the
registration statement is not so filed. MDwerks shall use its best
efforts to cause Pubco to respond to any Securities and Exchange
Commission (the ‘‘SEC’’) comments to the
registration statement on or prior to the date which is 15 business
days from the date such comments are received, but in any event not
later than 20 business days from the date such comments are received.
In the event that Pubco fails to respond to such comments within 20
business days, the total number of shares of Common Stock sold as part
of the Units in the Offering and to be covered by the registration
statement for each Holder shall be increased by 2% per month for
each month (or portion thereof) that a response to the comments to the
registration statement has not been submitted to the SEC.
Notwithstanding anything contained in this Section 6(a)(ii) to the
contrary, the aggregate increases in shares of Common Stock to be
issued to investors pursuant to this paragraph shall not exceed
12%. MDwerks shall use its best efforts to have such resale
registration statement declared effective by the SEC as soon as
possible after the initial filing
date.

(ii) MDwerks and Pubco will apply
the net proceeds from the Offering in the manner set forth under the
heading ‘‘USE OF PROCEEDS’’ in the
Memorandum.

(iii) MDwerks and Pubco will
apply at least five percent (5%) of the gross proceeds of the
Offering to initiate a capital markets program, which amount shall be
held in a segregated bank account requiring the signature of Placement
Agent for all withdrawals.

(iv) MDwerks
shall, upon the closing of the Offering and until the next annual
meeting of shareholders, cause a designee of Placement Agent to serve
on the board of directors of MDwerks and on the audit committee and
compensation committee of the Board of
Directors.

(v) At least three (3) days
prior to the date of closing of the Merger, MDwerks and Pubco shall
prepare and deliver to you and to each subscriber via overnight
courier, email or facsimile, a draft copy of the Current Report on Form
8-K (the ‘‘Draft Form 8-K’’) proposed to be
filed by Pubco, which shall describe the terms and conditions of the
Reverse Merger, in accordance with the requirements of the Securities
Exchange Act of 1934 and the Accounting and Financial 

9









Reporting Interpretations and Guidance
issued by the accounting staff members of the Division of Corporate
Finance of the Securities and Exchange Commission on March 31, 2001, as
the same relates to ‘‘Reverse Acquisitions-Reporting
Issues.’’ MDwerks and Pubco shall include with such Draft
Form 8-K a transmittal letter to each subscriber which states the
Closing Time and informs each subscriber that, if after reviewing the
Draft Form 8-K and conducting any due diligence concerning Pubco, they
wish to rescind their subscription to purchase Units and have their
subscription proceeds returned, they may do so at any time up to the
Closing Time by so notifying MDwerks or the Placement Agent in writing.
Such transmittal letter shall include a reference to the SEC’s
website as a source for information regarding
Pubco.

(b) The Placement Agent covenants and agrees with
MDwerks as follows:

(i) Pursuant to its
appointment hereunder, insofar as is under its control, the Placement
Agent will use its commercially reasonable best efforts to conduct the
Offering in the manner prescribed by Rule 506 of Regulation D and in
this regard will:

			
		(A) 	Refrain from
making any oral or written representations beyond those contained in
the Memorandum;


			
		(B) 	Refrain from
offering, offering for sale or selling any of the Units by means of any
form of general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D,
including:


				
		 	(x)	Any
advertisement, article, notice or other communication mentioning the
Units published in any newspaper, magazine or similar medium or
broadcast over television or radio;
or


				
		 	(y)	Any seminar or meeting
whose attendees have been invited by any general solicitation or
general advertising;


			
		(C) 	Prior to the
sale of any of the Units, have reasonable grounds to believe, based
solely on each subscriber’s Offering Documents, that each
subscriber is an accredited investor within the meaning of Rule 501(a)
of Regulation D;


			
		(D) 	Based solely on
the representation of the subscriber in its Offering Documents, have no
reason to believe that the subscriber is acquiring the Units for other
than his or its own
account;


			
		(E) 	Provide each offeree
with a copy of the Memorandum during the course of the
Offering;


			
		(F) 	During the course of
the Offering, if it has been provided with a supplement or amendment to
the Memorandum, promptly distribute such supplement or amendment to
persons who previously received a copy of the Memorandum from it and
whom it believes continue to be interested in the Offering, and include
such supplement or amendment in all deliveries of the Memorandum made
after receipt of any such supplement or amendment;


			
		(G) 	Obtain a completed investor
questionnaire from each accepted subscriber;
and


			
		(H) 	Comply in all material
respects with the Trading with the Enemy Act and applicable foreign
assets control regulations of the United States Treasury Department and
the Patriot Act of 2001.


(ii) Upon receipt
of each Subscription Agreement and any funds paid by subscribers for
Units, the Placement Agent will promptly deliver the original copy of
the Subscription Agreement and any accompanying check, bank draft or
money order to the Escrow Agent for deposit with the Escrow Bank;
except that it may promptly return all such Offering Documents and
funds to any subscriber who it determines, based solely on a review of
the Offering Documents, is not an accredited investor within the
meaning of Rule 501(a) of Regulation D or whose check, bank draft or
money order representing subscription funds is improperly
drawn.

10








(iii) The
Placement Agent shall maintain appropriate records of the Offering,
including copies of the Offering Documents and documents submitted by
each subscriber for a period of at least four years after the
Termination Date.

(iv) The Placement Agent
shall not engage in any uncovered short sales of the stock of the
Company.

SECTION
7.    Expenses


(a) MDwerks, upon the
closing of the Offering, will pay and bear all costs, fees, taxes and
expenses incident to the performance of the obligations of MDwerks
under this Agreement, including, but not limited to, the expenses and
taxes incident to:

(i) the issuance of the
Common Stock, Warrants, Placement Agent Shares and Placement Agent
Warrants, pursuant to the Offering Documents and the preparation and
delivery of certificates evidencing the Common Stock, Warrants,
Placement Agent Shares and Placement Agent
Warrants;

(ii) the registration or
qualification for resale of the shares of Common Stock and the Warrant
Shares issued in the Offering and pursuant to the Reverse Merger and
the Placement Agent Shares and Placement Agent Warrant Shares, under
the securities laws of the various jurisdictions including the fees and
disbursements of your counsel in connection therewith;
and

(iii) all transfer taxes with respect
to the sale and delivery of the Common Stock and Warrants sold pursuant
to the Offering Documents and the Placement Agent Shares and Placement
Agent Warrants.

(b) MDwerks will pay and bear all fees and
expenses of counsel for MDwerks and of MDwerks’s accountants,
transfer agents and any special agents appointed for the transfer of
securities and the Escrow Agent.

SECTION
8.    Conditions of Your Obligations


Your
obligations as Placement Agent are subject (as of the date hereof and
as of the Closing Time), to the accuracy of and compliance with the
representations and warranties of MDwerks and to the accuracy of the
statements of MDwerks made pursuant to the provisions hereof and to the
performance by MDwerks of its covenants and agreements hereunder, and
to the following additional conditions:

(a) Since the
respective dates as of which information is given in the
Memorandum:

(i) there shall not have been
any change in the capital stock of MDwerks or any material change in
the long-term debt of MDwerks or Pubco, except as set forth in or
contemplated by the Memorandum;

(ii) there
shall not have been any material adverse change in the general affairs,
management, financial position or result of operations of MDwerks or
Pubco, whether or not arising from transactions in the ordinary course
of business, other than as set forth in or contemplated by the
Memorandum; and

(iii) each of MDwerks and
Pubco shall not have sustained any material interference with its
business or properties from fire, explosion, flood or other casualty,
whether or not covered by insurance, or from any labor dispute or any
court or legislative or other governmental action, order or decree, if
in the judgment of the Placement Agent any such development referred to
in clauses (i), (ii) or (iii) makes it impracticable or inadvisable to
consummate the sale and delivery of the Common Stock and the Warrants
by the Placement Agent.

(b) Since the respective dates as
of which information is given herein, there shall have been no
litigation instituted against MDwerks or Pubco and since such dates
there shall be no proceeding instituted or threatened against MDwerks
or Pubco or any of their respective officers or directors, before or by
any federal, state or county court, commission, regulatory body,
administrative agency or other governmental body, domestic or foreign,
in which litigation or proceeding an unfavorable ruling, 

11









decision or finding would materially and
adversely affect the business, properties, financial condition or
results of operations of MDwerks or Pubco.

(c) Each of the
representations and warranties of MDwerks contained herein shall be
true and correct at the signing of this Agreement and at the Closing
Time as if made at the Closing Time, and all covenants and agreements
herein contained to be performed on the part of MDwerks and all
conditions herein contained to be fulfilled or complied with by MDwerks
at or prior to the Closing Time shall have been duly performed,
fulfilled or complied with.

(d) At the Closing Time, the
counsel for MDwerks shall furnish to you an opinion in form and
substance satisfactory to you, dated as of the date of delivery, to the
effect that:

(i) MDwerks: (A) has been
duly organized and is existing as a corporation in good standing under
the laws of its jurisdiction of organization; (B) is duly qualified and
in good standing as a foreign corporation in each jurisdiction in which
the nature of the activities conducted by it or the character of the
assets owned or leased by it requires such qualifications except where
failure to be so qualified would not have a material adverse effect on
MDwerks; and (C) has all requisite corporate power and authority to own
or lease its properties and conduct its business as described
herein.

(ii) To the current actual
knowledge of such counsel, no authorization, approval, consent or
license of any governmental or regulatory body, agency or
instrumentality is required in connection with the authorization,
issuance, transfer, sale or delivery of the Common Stock and Warrants
issued pursuant to the Memorandum and the Placement Agent Warrants,
except as may be required pursuant to the federal securities laws and
state Blue Sky laws.

(iii) The description
of MDwerks’s capital stock contained in the Memorandum conforms
to the rights set forth in the charter and the bylaws of MDwerks. All
of the Common Stock and Warrants to be issued in the Offering and the
Placement Agent Shares and Placement Agent Warrants, including the
Warrant Shares and the Placement Agent Warrant Shares, will be duly
authorized and adequately reserved for issuance at the Closing
Time.

(iv) MDwerks has full corporate
power and authority to enter into this Agreement and the Merger
Agreement; this Agreement and the Merger Agreement have been duly
authorized, executed and delivered by or on behalf of MDwerks and each
constitutes a legal, valid and binding obligation of MDwerks (except as
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws now or hereafter in effect relating to or
affecting creditors’ rights generally and by general principles
of equity relating to the availability of remedies and except as rights
to indemnity and contribution may be limited by applicable securities
laws and the public policy underlying such
laws).

(v) The execution and delivery of
this Agreement by MDwerks, the consummation by MDwerks of the
transactions herein contemplated and the compliance with the terms of
this Agreement do not and will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under,
the charter or bylaws of MDwerks, or to the best of such
counsel’s knowledge, any indenture, mortgage or other agreement
or instrument known to such counsel to which MDwerks is a party or by
which MDwerks or any of its properties is bound, or any existing law,
rule, regulation, judgment, order or decree of any government,
governmental body or court, domestic or foreign, having jurisdiction
over MDwerks or any of its respective
properties.

(vi) The execution and
delivery of the Merger Agreement by MDwerks, the consummation by
MDwerks of the transactions therein contemplated and the compliance
with the terms of the Merger Agreement do not and will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, the charter or bylaws of
MDwerks.

(vii) To such counsel’s
current actual knowledge, there are no suits or claims threatened or
pending against MDwerks in any court or before or by any governmental
body which would materially affect the business of MDwerks or its
financial condition except as set forth herein or contemplated by the
Memorandum.

12








(e) At the Closing Time, the
counsel for Pubco shall furnish to MDwerks and Placement Agent an
opinion in form and substance satisfactory to you, dated as of the date
of delivery, to the effect that:

(i) Pubco
has been duly organized and is existing as a corporation in good
standing under the laws of its jurisdiction of
organization.

(ii) The Common Stock,
Warrants, Placement Agent Shares and Placement Agent Warrants, and the
Warrant Shares and Placement Agent Warrant Shares, when issued,
assuming the payment of the applicable purchase or exercise price
therefore will be validly issued and outstanding, fully paid and
non-assessable and are owned free and clear of any liens, encumbrances,
security interests, claims or other restrictions, other than as set
forth or referred to in the
Memorandum.

(iii) The Warrant Shares and
the Placement Agent Warrant Shares will be duly authorized and
adequately reserved for issuance at the Closing
Time.

(iv) To the current actual knowledge
of such counsel, no authorization, approval, consent or license of any
governmental or regulatory body, agency or instrumentality is required
in connection with the authorization, issuance, transfer, sale or
delivery of the Common Stock, Warrants, Placement Agent Shares and
Placement Agent Warrants issued pursuant to the Memorandum, except as
may be required pursuant to the federal securities laws and state Blue
Sky laws.

(v) The execution and delivery
of the Merger Agreement by Pubco, the consummation by Pubco of the
transactions herein contemplated and the compliance with the terms of
the Merger Agreement do not and will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default
under, the charter or bylaws of
Pubco.

(vi) To such counsel’s
current actual knowledge, there are no suits or claims threatened or
pending against Pubco in any court or before or by any governmental
body which would materially affect the business of Pubco or its
financial condition, except as disclosed in the Memorandum. Pubco is
not subject to any judgments which have not been
satisfied.

(vii) To such counsel’s
actual knowledge, except as disclosed in the Memorandum and in the
annual and periodic reports filed with the SEC on Form 10-KB and Form
10-QSB, respectively, Pubco has no material obligations and is not
subject to any indenture, mortgage or other agreement or instrument to
which Pubco is a party or by which Pubco or any of its properties is
bound.

(viii) To such counsel’s
current actual knowledge, Pubco’s annual and periodic reports
filed with the SEC do not contain any untrue statement of a material
fact or omitted or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.

(ix) The registration and sale
of the shares common stock of Pubco pursuant to the Pubco’s
registration on form SB-2, Registration Number
       is not subject to the
provisions of Rule 419 under the Securities Act.

SECTION 9.    Indemnification and
Contribution


(a) MDwerks agrees to indemnify and hold
harmless the Placement Agent, and its directors, officers and employees
and Placement Agent’s, legal counsel, each person, if any, who
controls the Placement Agent within the meaning of the Securities Act
or the Exchange Act, and each and all of them, from and against any and
all losses, claims, damages, liabilities or actions, joint or several
(including any investigation, negotiation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they or any
of them may become subject under the Securities Act, or other federal
or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise
out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact 

13









contained in the Memorandum, or the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading,
except to the extent any losses, claims, damages, liabilities
or actions arise out of any such statement or omission relating to any
information furnished in writing by or on behalf of the Placement Agent
or Pubco to MDwerks specifically for use in connection with the
preparation of the Memorandum or contained in the public SEC filings of
Pubco, or the omission of any statement or information as a result of
the failure of the Placement Agent to provide any such
information.

(b) The Placement Agent agrees to indemnify
and hold harmless MDwerks, and each of its directors and officers and
each person, if any, who controls MDwerks within the meaning of Section
15 of the Securities Act, and each and all of them, from and against
any and all losses, claims, damages, liabilities or actions, (including
any investigation, negotiation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claim asserted), to which they or any of them may
become subject under the Securities Act, or other federal or state
statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or actions arise out of or
are based upon any statement in the Memorandum, in reliance upon and in
conformity with information furnished in writing to MDwerks by or on
behalf of the Placement Agent specifically for use in connection with
the preparation of the Memorandum. In no event shall the
indemnification and contribution obligations of Placement Agreement
exceed the fees that Placement Agent has actually received pursuant to
this Agreement.

(c) Any party which proposes to assert the
right to be indemnified under this Section 9 will, promptly after
receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim is to be made against an
indemnifying party under this Section 9, notify each such indemnifying
party of the commencement of such action, suit or proceeding, enclosing
a copy of all papers served, but the omission so to notify such
indemnifying party of any such action, suit or proceeding shall not
relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 9. In case any such action,
suit or proceeding shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the
extent that is shall wish, jointly with any indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to
assume the defense thereof the indemnifying party shall not be liable
to such indemnified party for any legal or other expenses, other than
reasonable costs of investigation subsequently incurred by such
indemnified party in connection with the defense thereof. The
indemnified party shall have the right to employ its own counsel in any
such action, but the fees and expenses of such counsel shall be at the
expense of such indemnified party
unless:

(i) the employment of counsel by
such indemnified party has been authorized by the indemnifying
parties;

(ii) the indemnified party shall
have reasonably concluded that there may be a conflict of interest
between the indemnifying parties and the indemnified party in the
conduct of the defense of such action (in which case the indemnifying
parties shall not have the right to direct the defense of such action
on behalf of the indemnified party);
or

(iii) the indemnifying parties shall
not in fact have employed counsel to assume the defense of such action,
in each of which cases the fees and expenses of counsel shall be at the
expense of the indemnifying parties. An indemnifying party shall not be
liable for any settlement of any action or claims effected without its
written consent.

(d) If the indemnification provided for
in this Section 9 is unavailable to any indemnified party in respect to
any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, will contribute to the amount paid or payable by
such indemnified party, as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by MDwerks on the one hand, and
the Placement Agent on the other hand, from the Offering, or (ii) if
the allocation 

14









provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of MDwerks on the one hand, and of the
Placement Agent on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities
or expenses as well as any other relevant equitable considerations. The
relative benefits received by MDwerks on the one hand, and the
Placement Agent on the other hand, shall be deemed to be in the same
proportion as the total proceeds from the Offering (net of sales
commissions, but before deducting expenses) received by MDwerks bear to
the commissions received by the Placement Agent. The relative fault of
MDwerks on the one hand, and the Placement Agent on the other hand,
will be determined with reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission
to state a material fact relates to information supplied by MDwerks,
and their relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
amount payable by a party as a result of the losses, claims, damages,
liabilities or expenses referred to above will be deemed to include any
legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or
claim.

(e) MDwerks and the Placement Agent agree that it
would not be just and equitable if contribution pursuant to this
Section 9 were determined by pro rata allocation or by any other method
of allocation which does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9, no person guilty of
fraudulent misrepresentation (within the meaning of Section 11 (f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent
misrepresentation.

(f) All rights to indemnification and
contribution set forth in this Agreement shall terminate on the second
year anniversary of the initial Closing
Date.

SECTION 10.    Confidential
Information.

Placement Agent acknowledges and agrees that it
will have access to, or become acquainted with, Confidential
Information of MDwerks in the performance of its duties and obligations
hereunder. For purposes of this Agreement, ‘‘Confidential
Information’’ shall mean all confidential, proprietary,
or trade secret information, property, or material of MDwerks and any
derivatives, portions, or copies thereof, including, without
limitation, information resulting from or in any way related to (i) the
Offering; (ii) the business practices, plans, intellectual property,
proprietary information, formulae, methods, practices, designs, know
how, processes and procedures, software, test results, financial
information, sales, customers, employees, suppliers, contracts,
agreements or relationships of MDwerks; and (iii) any other information
or material that MDwerks designates as Confidential Information.
Placement Agent shall keep all Confidential Information in strict
confidence and shall not, at any time during or for five (5) years
after the expiration or earlier termination of this Agreement, without
MDwerks’s prior written consent, disclose, publish, disseminate
or otherwise make available, directly or indirectly, any item of
Confidential Information to anyone. Placement Agent shall use the
Confidential Information only in connection with the performance of the
Offering and for no other purpose. Notwithstanding the obligations set
forth above, Placement Agent may disclose Confidential Information to
any of its employees, consultants or subcontractors who need to receive
the Confidential Information in connection with the Offering, provided
that Placement Agent shall ensure that, prior to disclosing the
Confidential Information, each subcontractor, consultant or employee to
whom the Confidential Information is to be disclosed is made aware of
the obligations contained in this Agreement and agrees to undertake, in
a manner legally enforceable by MDwerks, to adhere to such terms of
this Agreement as if it were a party to it. Placement Agent recognizes
that its threatened breach or breach of this Section 10 will cause
irreparable harm to MDwerks that is inadequately compensable in damages
and that, in addition to other remedies that may be available at law or
equity, MDwerks is entitled to injunctive relief for such a threatened
or actual breach of this Section 10. Notwithstanding the above,
Placement Agent shall not have any obligations of confidentiality with
respect to any portion of Confidential Information which (i) was
previously known to the Placement Agent prior to receipt from the
disclosing party, (ii) is now public knowledge, or becomes
public knowledge in the future, other than through acts or omissions of
the Placement Agent in violation of this Section 10, or (iii) is
lawfully obtained by the Placement Agent from sources 

15









independent of the disclosing party who have
a lawful right to disclose such Confidential Information. The Placement
Agent may disclose Confidential Information to the extent such
disclosure is reasonably necessary in complying with applicable
governmental laws, rules or regulations or court
orders.

SECTION
11.    Termination


(a) The Offering
will terminate on or before December 31, 2005, unless extended by
MDwerks and the Placement Agent, in their sole discretion, by mutual
agreement for up to 90 days, without notice to prospective subscribers
(any such date upon which the Offering terminates or any date referred
to herein as the ‘‘Termination
Date’’).

(b) MDwerksMDwerks

(c) Upon
termination of this Agreement, all subscription documents and payments
for the Units to be sold in the Offering not previously delivered to
the purchasers thereof shall be returned to respective subscribers
without interest thereon or deduction therefrom and neither party to
this Agreement shall have any continuing obligation to the other;
provided, however, that the Placement Agent will
continue to be subject to the confidentiality provisions of Section 10
above.

SECTION
12.    Miscellaneous.

(a) No change,
amendment or supplement to, or waiver of, this Agreement or any term,
provision or condition contained herein, shall be valid or of any
effect unless in writing and signed by the party against whom such is
asserted.

(b) This Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida.

(c) This Agreement constitutes the entire
understanding between the parties with respect to the transactions
contemplated hereby, and all prior or contemporaneous oral agreements,
understandings, discussions, representations and statements are
superseded by this Agreement. The waiver of any particular condition
precedent, provision or remedy provided by this Agreement shall not
constitute the waiver of any other.

(d) This Agreement may
be executed in any number of counterparts, each of which shall be taken
as one and the same instrument, to the same effect as if all the
parties hereto had signed the same signature page. Any signature page
of this Agreement may be detached from any counterpart of this
Agreement identical in form hereto but having attached it to one or
more additional signature pages.

(e) The provisions of
this Agreement shall be binding upon and accrue to the benefit of the
parties hereto and their respective heirs, legal representatives,
permitted successors and permitted assigns.

(f) If any
provision of this Agreement for any reason shall be held to be illegal,
invalid or unenforceable, such illegality shall not affect any other
provision of this Agreement and this Agreement shall be amended so as
to enforce the illegal, invalid or unenforceable provision to the
maximum extent permitted by applicable law, and the parties shall
cooperate in good faith to further modify this Agreement so as to
preserve to the maximum extent possible the intended benefits to be
received by the parties.

(g) All representations,
warranties and agreements of the parties hereto contained herein will
survive the delivery and execution hereof and the Closing for a period
of three (3) years from the date hereof, and shall remain operative and
in full force and effect regardless of any investigation made by or on
behalf of any party hereto or any person who controls any such party
within the meaning of the Securities Act, and will survive delivery of
the securities constituting the Units hereunder and the delivery of the
Placement Agent Warrants and any termination of this
Agreement.

If the foregoing conforms with your understanding of
the arrangements between us, please sign the copy of this letter
provided in the space indicated, whereupon this letter shall constitute
a binding 

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and legal agreement between the MDwerks and
the Placement Agent, and upon obtaining the signature of Pubco below,
Pubco shall become a party to this Agreement as if Pubco had executed
this agreement as of the date first written above.

Very
truly yours,

MDWERKS GLOBAL HOLDINGS,
INC.

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


Accepted as of the date first above
written:

BROOKSHIRE SECURITIES
CORPORATION

		
	By: 	/s/ Timothy B.
Ruggiero
Timothy B. Ruggiero
President


By executing this
letter in the space provided below, Pubco hereby acknowledges, agrees
and confirms that it will be deemed to be a party to this Agreement and
shall be subject to all of the obligations applicable to Pubco as if
Pubco had executed this Agreement as of the date of this Agreement
first written above. Pubco hereby ratifies and agrees to be bound by
all of the terms, provisions and conditions contained in this
Agreement.

PUBCO

MDWERKS,
INC.
Company Name

		
	By: 	/s/
Peter Banysch
Name: Peter Banysch
Title:
President


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