SUBSCRIPTION
DOCUMENTS

	
		
	
















GENERAL
INFORMATION


Information Regarding Subscription

The
information contained herein is being furnished by the undersigned
investor to enable a publicly-traded company (the
‘‘Company’’) that will acquire by merger
all of the issued and outstanding capital stock and business of MDwerks
Global Holdings, Inc., a Florida corporation
(‘‘MDwerks’’), to determine whether, under
Sections 4(2) and/or 4(6) of the Securities Act of 1933, as amended
(the ‘‘Securities Act’’), and Regulation D
(‘‘Regulation D’’) and Regulation S
(‘‘Regulation S’’) promulgated thereunder,
the undersigned investor meets the qualification and suitability
requirements for an investment in the Units (each a
‘‘Unit’’ and collectively, the
‘‘Units’’) offered for sale by the Company
at a price of $25,000 per Unit. Each Unit consists of 10,000 shares of
the Company’s common stock (the ‘‘Common
Stock’’) and one detachable three-year warrant (the
‘‘Warrant’’) entitling the holder thereof
to purchase 10,000 shares of Common Stock at a purchase price of $2.50
per share. The purchase price per unit is $25,000.

By executing
this document, the undersigned investor acknowledges that: (i) the
Company will rely upon the information contained herein for purposes of
the above determination; (ii) the Units will not be registered under
the Securities Act in reliance upon the exemption from registration
provided by Sections 3(b) and/or 4(2) of the Securities Act and
Regulations D and S; and (iii) purchase of the Units must be solely for
the account of the undersigned investor, and not for the account of any
other person or with a view toward resale, assignment,
fractionalization or distribution thereof.

By executing this
document, the undersigned investor represents to the Company that the
investor has adequate means of providing for current needs and possible
personal contingencies and has no need for liquidity of this
investment.

Terms used herein that are not otherwise defined
herein shall have the meaning ascribed to them as provided in the
Amended and Restated Confidential Private Placement Memorandum dated
June 13, 2005.

ALL INFORMATION PROVIDED BY PURCHASERS IN THESE
SUBSCRIPTION DOCUMENTS (INCLUDING THE INVESTOR QUESTIONNAIRE AND
SUBSCRIPTION AGREEMENT) WILL BE TREATED CONFIDENTIALLY. Each purchaser,
however, agrees that the Company, MDwerks, the Placement Agent and any
finder or selling agent assisting in the sale of Units, or any of their
directors, officers and representatives may present the information
contained in the Subscription Documents to such parties as deemed
appropriate if called on to establish the availability of an exemption
from registration of the Units under the Securities Act or under
applicable securities laws of any state.

i








MDWERKS GLOBAL HOLDINGS,
INC.
SUBSCRIPTION
DOCUMENTS
 INSTRUCTIONS 

The
following documents must be completed in accordance with the
instructions set forth below and must be executed in order to determine
whether you are an accredited investor and, if accredited, in order to
subscribe for the purchase of units
(‘‘Units’’), each unit consisting of (i)
10,000 shares of Common Stock (the ‘‘Common
Stock’’), and (ii) a detachable, transferable three-year
warrant (the ‘‘Warrant’’) to purchase
10,000 shares of Common Stock, of a publicly-traded company (the
‘‘Company’’) that will acquire by merger
all of the issued and outstanding capital stock and business of MDwerks
Global Holdings, Inc., a Florida corporation
(‘‘MDwerks’’).


PLEASE PRINT THE
ANSWERS TO ALL QUESTIONS.


		
	1. 	Enclosed
are the following
documents:


			
		(a) 	Subscription
Agreement. Be sure to carefully and fully read the
Subscription Agreement, and execute the signature page which is
applicable to you. On the appropriate signature page of the
Subscription Agreement, the Subscriber must sign, print his, her or its
name, address and social security or tax identification number where
indicated, and indicate the number of Units subscribed for, the date of
execution, the method of payment of the purchase price of the Units
subscribed for, and the manner in which title to the Common Stock and
Warrants will be
held.


			
		(b) 	Investor
Questionnaire. Be sure to carefully and fully read the
Investor Questionnaire, which can be found after the signature pages to
the Subscription Agreement. Complete the Investor Question and execute
the signature page of the Investor Questionnaire where
indicated.



A PROSPECTIVE SUBSCRIBER MUST BE SURE TO
CAREFULLY AND FULLY READ THE ACCOMPANYING CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM PRIOR TO RETURNING THE SIGNED SUBSCRIPTION
DOCUMENTS.

		
	2. 	Payment.


			
		(a) 	Payment of the purchase price may
be made by: (1) certified or bank check made payable to
‘‘Corporate Stock Transfer, Inc. as escrow agent for
MDwerks Global Holdings, Inc.,’’ or (2) wire transfer of
immediately available funds, contemporaneously with the execution and
delivery of the Subscription Agreement, to Guaranty Bank & Trust,
as escrow bank for the Escrow Agent, pursuant to the wire instructions
below, or (3) a combination of (1) and (2) above. The wire instructions
to Guaranty Bank & Trust are as follows:


ii








Guaranty Bank &
Trust
Denver, Colorado
ABA# 102 000 966
A/C# 312 500
88

FBO Corporate Stock Transfer

FFC MDwerks
Global Holdings, Inc.-Escrow
Account


		
	3. 	Return of Documents.


Copies of the signed Subscription Agreement and Investor
Questionnaire should be delivered to: Brookshire Securities
Corporation, at 4 West Las Olas Boulevard, 8th Floor, Ft.
Lauderdale, FL 33301, Attention: Mr. Timothy B. Ruggiero. If you should
have any questions, please contact Mr. Ruggiero at tel: (954) 714-9008
or fax: (954) 714-9131, or Mr. Solon Kandel of MDwerks Global Holdings,
Inc., at tel: (954) 834-0352
x111.





											
	*		*		*
	 
	






iii














NAME OF
SUBSCRIBER:                                                                        


Brookshire
Securities Corporation
4 West Las Olas Boulevard
8th
Floor
Ft. Lauderdale, FL 33301

MDwerks Global
Holdings, Inc., for itself and as representative of the
Company
Windolph Center, Suite I
 1020 NW 6th Street

Deerfield Beach, Florida 33442

SUBSCRIPTION
AGREEMENT

This Subscription Agreement (this
‘‘Agreement’’) is being delivered to you in
connection with your investment in a publicly-traded company (the
‘‘Company’’) that will acquire by the
anticipated merger (the ‘‘Merger’’) all of
the issued and outstanding capital stock and business of MDwerks Global
Holdings, Inc., a Florida corporation
(‘‘MDwerks’’). Brookshire Securities
Corporation is acting as the Placement Agent (the
‘‘Placement Agent’’) in conducting a
private placement (the ‘‘Private
Placement’’) of up to 200 units
(‘‘Units’’) of the Company (subject to an
increase in the number of units, if agreed to by MDwerks and the
Placement Agent, up to an aggregate of 230 units). With respect to
Units sold by the Placement Agent and directly by the Company, the
Company may pay fees to the Placement Agent and any finders or other
selling agents who assist it in the sale of Units. Each Unit consists
of: (1) 10,000 shares of the Company’s Common Stock
(‘‘Common Stock’’), and (ii) a detachable,
three-year warrant to purchase 10,000 shares of Common Stock of the
Company at an exercise price of $2.50 per share of Common Stock
(‘‘Warrant’’). The purchase price is
$25,000 per Unit. The Company reserves the right to sell up to an
additional 30 Units at $25,000 per Unit for an aggregate offering of up
to 230 Units.

All subscriptions received will be deposited into
an escrow account which will be non-interest bearing and held at
Guaranty Bank & Trust, as escrow bank for Corporate Stock Transfer,
Inc. (the ‘‘Escrow Agent’’). All funds will
be held in such escrow account and distributed from the Escrow Account
to the Company as soon as practicable after the date that the following
conditions (the ‘‘Conditions’’) have been
satisfied: (i) the Company has accepted subscriptions for the sale of
100 Units or $2.5 million (the ‘‘Minimum
Offering’’); (ii) the Merger between a wholly-owned
subsidiary of the Company with and into MDwerks has been consummated
and is deemed effective; and (iii) the Company has complied with all
federal and state securities laws for the issuance of the Units and
consummation of the Merger (including, without limitation, making all
necessary filings with the SEC). Thereafter, additional closings may be
held from time to time by the Company and at such closings proceeds
held in the Escrow Account shall be transferred to, and made
immediately available to, the Company.

		
	1. 	SUBSCRIPTION AND PURCHASE
PRICE


			
		(a) 	Subscription. The
undersigned hereby irrevocably subscribes for and agrees to purchase
that number of Units indicated on page 14 hereof on the terms and
conditions described herein. The Company may reject any subscription,
in whole or in part, in its sole and absolute discretion. Additionally,
the Company may, in its sole and absolute discretion, accept
subscriptions for the purchase of fractional Units.


			
		(b) 	Purchase of
Securities. The undersigned understands and acknowledges
that the purchase price to be remitted to the Escrow Agent in exchange
for the Unit(s) shall be $25,000 per Unit, for an aggregate purchase
price of $25,000 multiplied by the number of Units subscribed for (the
‘‘Aggregate Purchase Price’’), subject to
the Company’s discretion to accept subscriptions for a
fractional Unit. Payment of the Aggregate Purchase Price shall be made
by the undersigned, by: (1) certified or bank check made payable to
‘‘Corporate Stock Transfer, Inc., as escrow agent for
MDwerks Global Holdings, Inc.,’’ (2) wire transfer of



1








			
		 	
immediately available funds, contemporaneously
with the execution and delivery of the Subscription Agreement, to
Guaranty Bank & Trust, as escrow bank for the Escrow Agent,
pursuant to the wire instructions provided below, or (3) a combination
of (1) and (2) above. The wire instructions to Guaranty Bank &
Trust are as follows:


Guaranty Bank &
Trust
Denver, Colorado
ABA# 102 000 966
A/C# 312 500
88

FBO Corporate Stock Transfer

FFC MDwerks
Global Holdings, Inc.-Escrow
Account


		
	2. 	ACCEPTANCE AND CLOSING
PROCEDURES


			
		(a) 	Acceptance or
Rejection.


The undersigned understands and agrees that this
subscription may be accepted or rejected by either the Company or the
Placement Agent, in whole or in part, in its sole and absolute
discretion, and if accepted, the Units (including the Common Stock and
Warrants and Common Stock underlying the Warrants) purchased pursuant
hereto will be issued only in the name of the undersigned as specified
on the signature page of this Agreement. The undersigned hereby
acknowledges and agrees that this Agreement may not be canceled,
revoked or withdrawn, and that this Subscription Agreement and the
documents submitted herewith shall survive: (a) changes in the
transactions, documents and instruments described in the Memorandum
that do not materially adversely affect the undersigned or the
undersigned’s investment; and (b) the death or disability of the
undersigned; provided, however, that if the Company shall not have
accepted this Subscription Agreement within ninety (90) days of the
date which the undersigned executes the Subscription Agreement, this
Subscription Agreement and all documents submitted herewith shall
automatically be cancelled, terminated and revoked, and all funds
heretofore or herewith paid shall be returned promptly to the
undersigned without interest.

In the event of rejection of the
Subscription Agreement by the Company or the Placement Agent, or if the
sale of the Units is not consummated for any reason, this Subscription
Agreement and any other agreement entered into between the undersigned,
the Company, MDwerks, the Placement Agent or any finder or other
selling agent relating to this subscription shall thereafter have no
force or effect, and MDwerks shall promptly return or cause to be
returned to the undersigned the purchase price remitted to the Escrow
Agent, without interest thereon or deduction
therefrom.

			
		(b) 	Closings.


The initial
closing of the purchase and sale of the Units (the
‘‘Initial Closing’’) shall take place at
the principal offices of MDwerks Global Holdings, Inc., at Windolph
Center, Suite I, 1020 NW 6th Street, Deerfield Beach, Florida 33442, or
such other place as determined by the Company and Placement Agent, as
soon as practicable after the Conditions are satisfied. After the
Initial Closing, additional closings may be held from time to time by
the Company and at such closings proceeds held in the Escrow Account
shall be transferred to, and made immediately available to, the
Company.

			
		(c) 	Termination.


The subscription
period for the Private Placement will terminate on July 31, 2005,
unless extended by the Company and the Placement Agent, in their sole
discretion, until an outside date not later than December 31, 2005,
without notice to the undersigned (the ‘‘Termination
Date’’). The Company and the Placement Agent may
terminate the Private Placement at any time and without notice to the
undersigned. If the Conditions have not been satisfied on or before the
Termination Date (as such may be extended), or if the Private Placement
is otherwise terminated or withdrawn, then the Escrow Agent will return
to each subscriber his, her or its subscription amount, without
interest or deduction therefrom.

2








		
	3. 	INVESTOR’S
REPRESENTATIONS AND WARRANTIES


The undersigned makes the
following agreements, representations, declarations, acknowledgments
and warranties to the Company, MDwerks, the Placement Agent and any
finders, selling agents or other person who assists the Company in
making sales of Units with the intent that they be relied upon in
determining the undersigned’s suitability as a purchaser of the
Units:

			
		(a) 	The undersigned has full
power and authority to enter into this Subscription Agreement, the
execution and delivery of which has been duly authorized, if
applicable, and this Subscription Agreement constitutes a valid and
legally binding obligation of the
undersigned.


			
		(b) 	The undersigned
acknowledges that the offering and sale of the Units is intended to be
exempt from registration under the Securities Act of 1933, as amended
(the ‘‘Securities Act’’), by virtue of
Section 4(2) and/or 4(6) of the Securities Act and the provisions of
Regulation D and Regulation S promulgated thereunder. In furtherance
thereof, the undersigned represents and warrants as
follows:


			
		(i) 	The undersigned
realizes that the basis for the exemption from registration may not be
available if, notwithstanding the undersigned’s representations
contained herein, the undersigned is merely acquiring the Units for a
fixed or determinable period in the future, or for a market rise, or
for sale if the market does not rise. The undersigned does not have any
such intention;


			
		(ii) 	The undersigned
is acquiring the Unit(s) solely for the undersigned’s own
beneficial account, for investment purposes, and not with view to, or
resale in connection with, any distribution of the shares of Common
Stock, including such shares into which the Warrants are exercised,
underlying such Unit(s);


			
		(iii) 	The
undersigned has no contract, undertaking, agreement or arrangement with
any person to sell, transfer or pledge all or any part of the Units
(including Common Stock underlying the Warrants) for which the
undersigned hereby subscribes, and the undersigned has no present plans
or intentions to enter into any such contract, undertaking or
arrangement;


			
		(iv) 	The undersigned has
the financial ability to bear the economic risk of the
undersigned’s investment, has adequate means for providing for
the undersigned’s current needs and contingencies, and has no
need for liquidity with respect to the undersigned’s investment
in the
Company;


			
		(v) 	             
[insert name of Purchaser Representative: if none, so state]
has acted as the undersigned’s Purchaser Representative for
purposes of the private placement exemption under the Securities Act.
If the undersigned has appointed a Purchaser Representative (which term
is used herein with the same meaning as given in Rule 501(h) of
Regulation D), the undersigned has been advised by such Purchaser
Representative as to the merits and risks of an investment in the
Company in general, and the suitability of an investment in the Units
for the undersigned in particular;
and


			
		(vi) 	The undersigned (together
with the undersigned’s Purchaser Representative(s), if any) has
such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the prospective
investment in the Units. If other than an individual, the undersigned
also represents it has not been organized for the purpose of acquiring
the Units.


			
		(c) 	The information in
the Investor Questionnaire completed and executed by the undersigned
(the ‘‘Investor Questionnaire’’) is
accurate and true in all respects, and the undersigned is an
‘‘accredited investor,’’ as that term is
defined in Rule 501(a) of Regulation
D.


			
		(d) 	The undersigned (and the
undersigned’s Purchaser Representative, if any) has been
furnished with a copy of the Confidential Private Placement Memorandum,
dated June 13, 2005, 


3








			
		 	
together with all annexes thereto (as such
documents may be amended or supplemented, the
‘‘Memorandum’’), relating to the private
placement by the Company of the Units. The undersigned acknowledges
that the Company has made available to the undersigned (and the
undersigned’s Purchaser Representative, if any) or provided the
undersigned (and/or the undersigned’s Purchaser Representative,
if any) the opportunity to review all documents pertaining to the
investment opportunity described in the Memorandum and this
Subscription Agreement, and has allowed the undersigned (and the
undersigned’s Purchaser Representative, if any) an opportunity
to ask questions and receive answers thereto and to verify and clarify
any information contained in the Memorandum, this Subscription
Agreement or related documents. The undersigned further acknowledges
that the undersigned has received all information concerning the
Company, MDwerks, the Company’s business, MDwerks’
business and all other information necessary for the undersigned to
invest in the Company.


			
		(e) 	The
undersigned is not relying on the Placement Agent, the Company,
MDwerks, or any finder or selling agent with respect to economic
considerations involved in this investment. The undersigned has relied
on the advice of, or has consulted with only the person(s), if any,
named as Purchaser Representative(s) herein. Each Purchaser
Representative, if any, is capable of evaluating the merits and risks
of an investment in the Units as such are described in the Memorandum,
and each Purchaser Representative, if any, has disclosed to the
undersigned in writing (a copy of which is annexed to this Agreement)
the specific details of any and all past, present or future
relationships, actual or contemplated, between the undersigned, the
Placement Agent, the Company, MDwerks or any finder or selling agent
engaged to sell Units.


			
		(f) 	The
undersigned represents, warrants and agrees that he will not sell or
otherwise transfer the shares of Common Stock, the Warrants or the
shares of Common Stock into which the Warrants are exercisable without
registration under the Securities Act or an exemption therefrom, and
fully understands and agrees that the undersigned must bear the
economic risk of the purchase of Units because, among other reasons,
neither the shares of Common Stock, the Warrants nor the Common Stock
underlying the Warrants have been registered under the Securities Act
or under the securities laws of any state and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under the
applicable securities laws of such states, or an exemption from such
registration is available. In particular, the undersigned is aware that
the shares of Common Stock, Warrants and Common Stock into which the
Warrants are exercisable are ‘‘restricted
securities,’’ as such term is defined in Rule 144
promulgated under the Securities Act (‘‘Rule
144’’), and they may not be sold pursuant to Rule 144
unless all of the conditions of Rule 144 are met. The undersigned also
understands that, except as otherwise provided herein, the Company is
under no obligation to register the shares of Common Stock, Warrants or
the Common Stock underlying the Warrants on the undersigned’s
behalf or to assist the undersigned in complying with any exemption
from registration under the Securities Act or applicable state
securities laws. The undersigned understands that any sales or
transfers of the shares of Common Stock, Warrants and Common Stock
underlying the Warrants are further restricted by state securities laws
and the provisions of this
Agreement.


			
		(g) 	No representations
or warranties have been made to the undersigned by the Company,
MDwerks, the Placement Agent, or any other finder or selling agent
engaged to sell Units, or any of their respective officers, employees,
agents, affiliates or subsidiaries, other than any representations
contained herein and in the Memorandum, and in subscribing for Units
the undersigned is not relying upon any representations other than any
contained herein or in the Memorandum.


4








			
		(h) 	The
undersigned understands and acknowledges that the undersigned’s
purchase of the Units is a speculative investment that involves a high
degree of risk and the potential loss of the undersigned’s
entire investment in the Units. The undersigned is able to bear the
loss of the undersigned’s entire investment in the
Units.


			
		(i) 	The undersigned’s
overall commitment to investments that are not readily marketable is
not disproportionate to the undersigned’s net worth, and an
investment in the Units will not cause such overall commitment to
become excessive.


			
		(j) 	The
undersigned understands and agrees that the certificates for the shares
of Common Stock, Warrants and Common Stock underlying the Warrants
shall bear substantially the following legend until (i) such securities
shall have been registered under the Securities Act and effectively
disposed of in accordance with a registration statement that has been
declared effective, or (ii) in the opinion of counsel for the Company,
such securities may be sold without registration under the Securities
Act as well as any applicable ‘‘blue sky’’
or state securities laws:


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE ‘‘SECURITIES ACT’’),
OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD,
DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH
THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER
THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH REGISTRATION IS NOT
REQUIRED.

			
		(k) 	The undersigned
understands and acknowledges that a subsidiary of the Company will be
merged with and into MDwerks and that after the Merger, the Company
will own 100% of the issued and outstanding capital stock of
MDwerks and shareholders of MDwerks will be issued a substantial amount
of shares of the
Company.


			
		(l) 	For Foreign
Investors Only. If the undersigned is a foreign (non-U.S.)
investor, the undersigned represents and
warrants:


			
		(i) 	Neither the undersigned
nor any person or entity for whom the undersigned is acting as
fiduciary is a U.S. Person. A U.S. Person means any one of the
following:


			
		(1) 	any natural person
resident in the United States of
America;


			
		(2) 	any partnership or
corporation organized or incorporated under the laws of the United
States;


			
		(3) 	any estate of which any
executor or administrator is a U.S.
Person;


			
		(4) 	any trust of which any
trustee is a U.S. Person;


			
		(5) 	any
agency or branch of a foreign entity located in the United
States;


			
		(6) 	any non-discretionary
account or similar account (other than an estate or trust) held by a
dealer or other fiduciary for the benefit or account of a U.S.
person;


			
		(7) 	any discretionary
account or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual)
resident in the United States;
and


			
		(8) 	any partnership or
corporation if:


			
		a. 	organized or
incorporated under the laws of any foreign jurisdiction;
and


			
		b. 	formed by a U.S. Person
principally for the purpose of investing in securities not registered
under the Securities Act, unless it is organized or incorporated, and
owned, by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or
trusts.


5








			
		(ii) 	At the
time the agreement to purchase was originated, the undersigned was
outside the United States and is outside of the United States as of the
date of the execution and delivery of this Agreement. No offer to
purchase Units was made in the United
States.


			
		(iii) 	The undersigned is
purchasing the Units for its own account or for the account of
beneficiaries for whom the undersigned has full investment discretion
with respect to the Units and from whom the undersigned has full
authority to bind so that each such beneficiary is bound hereby as if
such beneficiary were a direct investor hereunder and all
representations, warranties and agreements herein were made directly by
such beneficiary. The undersigned is not purchasing the Units on behalf
of any U.S. Person and the sale has not been prearranged with a
purchaser in the United
States.


			
		(iv) 	All subsequent offers
and sales of the Units (including the Common Stock, Warrants and Common
Stock underlying the Warrants) will be made (a) outside the United
States in compliance with Rule 903 or Rule 904 of Regulation S, (b)
pursuant to registration of the Units under the Securities Act, or (c)
pursuant to an exemption from such registration.


			
		(m) 	The foregoing representations,
warranties, and agreements shall survive the
Closing.


		
	4. 	THE COMPANY’S
REPRESENTATIONS AND WARRANTIES


The Company hereby acknowledges,
agrees with and represents and warrants to the undersigned, as
follows:

			
		(a) 	The Company has the
corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. This Agreement has been duly
authorized, executed and delivered by the Company and is valid, binding
and enforceable against the Company in accordance with its terms.


			
		(b) 	The Common Stock and Warrants to
be issued to the undersigned pursuant to this Agreement, when issued
and delivered in accordance with the terms of this Agreement, will be
duly and validly issued and will be fully paid and
nonassessable.


			
		(c) 	The Common Stock
issuable to the undersigned upon exercise of the Warrants, when issued
and delivered in accordance with this Agreement and the Warrant, will,
upon receipt by the Company of the applicable cash exercise price
therefor, be validly issued and fully paid and
nonassessable.


			
		(d) 	Neither the
execution and delivery nor the performance of this Agreement by the
Company will conflict with the Company’s Articles 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 the Company is a party or by
which the Company is bound.


			
		(e) 	The
information contained in the Memorandum is true and correct in all
material respects as of its
date.


		
	5. 	COVENANTS FOLLOWING THE
CLOSING


Registration
Rights.

			
		(i) 	The Company has agreed to
file a ‘‘resale’’ registration statement
(the ‘‘Registration Statement’’) with the
SEC registering, among other securities (as described in the
Memorandum), all shares of Common Stock underlying the Units and
Warrants issued in connection with this offering no later than 90 days
following the Termination Date. The Company will maintain the
effectiveness of the Registration Statement from the effective date
through and until the earlier of two years or the date upon which all
securities subscribed for herein may be sold pursuant to Rule 144(k).
The Company 


6








			
		 	
will use its reasonable best efforts to
respond to any SEC comments to the Registration Statement and to have
such Registration Statement declared effective by the SEC as soon as
possible after the initial filing date. The Company shall have no
liability to the undersigned for failure to maintain the effectiveness
of the Registration Statement due to any Stop Order issued by the
Securities and Exchange Commission, but shall use its commercially
reasonable best efforts in such event to cause the Stop Order to be
removed.


			
		(ii) 	The Company shall
notify the undersigned at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the
prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing. At the request of the undersigned, the Company shall also
prepare, file and furnish to the undersigned a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
shares, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. The undersigned agrees not to
offer or sell any shares covered by the Registration Statement after
receipt of such notification until the receipt of such supplement or
amendment.


			
		(iii) 	The Company may
request the undersigned to furnish the Company such information with
respect to the undersigned and the undersigned’s proposed
distribution of shares of Common Stock pursuant to the Registration
Statement as the Company may from time to time reasonably request in
writing or as shall be required by law or by the SEC in connection
therewith, and the undersigned agrees to furnish the Company with such
information.


		
	6. 	USE OF PROCEEDS


The
Company intends to use the available net proceeds of this offering of
Units for the purposes described in the Memorandum including, without
limitation, to develop and enhance the company’s systems and
infrastructure, for investor relations and as working capital. A
significant portion of the proceeds is allocated to working capital and
may be used by the Company to, among other things, acquire strategic
businesses and technologies. MDwerks has not yet determined all of its
expected expenditures, and cannot estimate the amounts to be used for
each purpose set forth above. Accordingly, management will have
significant flexibility in applying a substantial portion of the net
proceeds of this offering. Pending use of the net proceeds as described
above, MDwerks may invest the net proceeds of the offering in
short-term, interest-bearing, investment-grade securities or
accounts.

		
	7. 	INSIDER TRADING PROHIBITION;
INDEMNITY


			
		(a) 	Commencing on the
date of execution of this Subscription Agreement by the undersigned and
continuing through the date of the Initial Closing, the undersigned
hereby agrees to (i) refrain from (a) engaging in any transactions with
respect to the capital stock of the Company or securities exercisable
or convertible into or exchangeable for any shares of capital stock of
the Company, and (b) entering into any transaction which would have the
same effect, or entering into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of
ownership of the capital stock of the Company, and (ii) indemnify and
hold harmless the Company, MDwerks, the Placement Agent, and any finder
or selling agent assisting in the sale of Units, and their respective
officers and directors, employees and affiliates and each other person,
if any, who controls 


7








			
		 	
any of the foregoing, against any loss,
liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced
or threatened or any claim whatsoever) arising out of or based upon any
violation of this Section 9(a) by the
undersigned.


			
		(b) 	The undersigned
agrees to indemnify and hold harmless the Company, MDwerks, the
Placement Agent, the Escrow Agent, and any other finder or selling
agent assisting in the sale of Units and their respective officers and
directors, employees and affiliates and each other person, if any, who
controls any of the foregoing, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and
all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any litigation commenced or threatened or any
claim whatsoever) arising out of or based upon any false representation
or warranty by the undersigned, or the undersigned’s breach of,
or failure to comply with, any covenant or agreement made by the
undersigned herein or in any other document furnished by the
undersigned to the Company, its officers and directors, employees and
its affiliates and each other person, if any, who controls any of the
foregoing in connection with this
transaction.


		
	8. 	LEGENDS



FOR
ALL INVESTORS:


IN MAKING AN INVESTMENT DECISION
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND MDWERKS
GLOBAL HOLDINGS, INC. AND ITS SUBSIDIARIES AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS (INCLUDING
THE COMMON STOCK AND WARRANTS AND COMMON STOCK UNDERLYING THE WARRANTS)
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM
OR ANY OTHER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THESE UNITS (INCLUDING THE COMMON STOCK AND
WARRANTS AND COMMON STOCK UNDERLYING THE WARRANTS) ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.


FOR FLORIDA RESIDENTS
ONLY:

THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND
ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER §517.061
OF THE FLORIDA SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED
UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA
RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE
(3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR
WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER.


FOR NEW YORK RESIDENTS ONLY:

THE
PRIVATE OFFERING AND THE MEMORANDUM HAVE NOT BEEN REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY


8









GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.

THE PRIVATE OFFERING MEMORANDUM DOES
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENT MADE, NOT MISLEADING. IT
CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO
BE SUMMARIZED IN THE PRIVATE OFFERING
MEMORANDUM.

		
	9. 	MISCELLANEOUS
PROVISIONS


			
		(a) 	Modification. Neither
this Agreement nor any provisions hereof, shall be waived, modified,
discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, modification, discharge or
termination is
sought.


			
		(b) 	Notices. Any
party may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the address set
forth above using any other means (including personal delivery,
expedited courier, messenger service, fax or ordinary mail), but no
such notice, request, demand, claim or other communication will be
deemed to have been duly given unless and until it actually is received
by the intended recipient. Any party may change the address to which
notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other parties notice in the manner
herein set
forth.


			
		(c) 	Counterparts. This
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same
instrument.


			
		(d) 	Binding
Effect. Except as otherwise provided herein, this Agreement
shall be binding upon, and inure to the benefit of, the parties to this
Agreement and their heirs, executors, administrators, successors, legal
representatives and assigns. If the undersigned is more than one person
or entity, the obligation of the undersigned shall be joint and several
and the agreements, representations, warranties and acknowledgments
contained herein shall be deemed to be made by, and be binding upon,
each such person or entity and his or its heirs, executors,
administrators, successors, legal representatives and
assigns.


			
		(e) 	Assignability. This
Agreement is not transferable or assignable by the undersigned. This
Agreement shall be transferable or assignable by the Placement Agent to
the
Company.


			
		(f) 	Enforcement. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Florida, without giving effect to conflicts of law
principles. Any action with respect to the subject matter of this
Agreement otherwise related to the undersigned’s investment in
or ownership of the Company shall be litigated in the state or federal
courts situated in Palm Beach County, Florida, to which jurisdiction
and venue all parties consent; any such action shall be by bench trial,
with each party waiving its right to trial by jury to adjudicate the
matter.


9








ALL SUBSCRIBERS MUST COMPLETE THIS
PAGE

The undersigned hereby subscribes for the Units in the
amount indicated below, acknowledges that the information contained in
the Investor Questionnaire is true and correct and agrees to be bound
by the terms of the Subscription Agreement to which this signature page
is a part.

The undersigned desires to purchase
           
(insert number) Units at $25,000 per Unit for a total purchase
price of
$          
(number of Units x $25,000). The undersigned will pay the purchase
price of the Units by (check
one):





							
	                    		delivering
a certified or bank check payable to ‘‘Corporate Stock
Transfer, Inc., as
 escrow agent for MDwerks Global Holdings,
Inc.,’’ together with this Subscription
 Agreement
and the Investor
Questionnaire.
	                    		sending
by wire transfer the purchase price of the Units to Guaranty Bank &
Trust
 as escrow bank for the Escrow Agent contemporaneously with
signing and delivering
 this Subscription Agreement and the
Investor
Questionnaire.
	                    		a
combination of those listed above. If the undersigned checks this
method of
 payment, please describe below, the methods
elected:
	







Manner in which title to the
Units is to be held (check
one):





							
	 
Individual		 
Partnership
	  Tenants by the
Entireties*		  Limited Liability
Partnership
	  Joint Tenants with
Rights of
             Survivorship*		 
Corporation
	  Community
Property*		  Uniform Gift to Minors Act
 
            State:                                                             

            Custodian’s
Name:                                    

            Minor’s
Name:                                             
	 
Tenants in Common*		  Trust/Date of
Trust                                            
	 
Individual Retirement
          Account(IRA)*		  Limited Liability
Company
	  Keogh
Plan		  Pension
Plan/Name:                                           
	*Two
signatures required.		 
	






INDIVIDUAL SUBSCRIBERS
MUST COMPLETE PAGE 15.
SUBSCRIBERS THAT ARE ENTITIES MUST COMPLETE
PAGE 16.

10








SIGNATURE PAGE FOR INDIVIDUAL
SUBSCRIBERS

This Subscription Agreement is dated as of
this       day of
         ,
2005 at
 (city)
             ,
(state)
         .

	
		
	



Exact
Name in Which Title is to be Held (Please
Print)






							
	                                                                    

Name
(Please
Print)		                                                                    

Name
of Additional Purchaser
	                                                                    

Address
of Principal
Residence		                                                                    

Address
of Additional Purchaser
	                                                                    

City,
State and Zip
Code		                                                                    

City,
State and Zip Code
	                                                                    

Country		                                                                    

Country
	                                                                    

Social
Security
Number		                                                                    

Social
Security Number
	                                                                    

Telephone
Number		                                                                    

Telephone
Number
	                                                                    

Fax
Number (if
available)		                                                                    

Fax
Number (if available)
	                                                                    

E-Mail
(if
available)		                                                                    

E-Mail
(if available)
	                                                                    

(Signature)		                                                                    

(Signature
of Additional
Purchaser)
	






 ACCEPTANCE 

This
Subscription Agreement is accepted as of this
       day of
          ,
2005 for the purchase of
      
Units.


		The
Company:                                            





		By:                                                                





		Its:                                                                




11








SIGNATURE PAGE FOR SUBSCRIBERS THAT ARE
ENTITIES


(Corporation, Partnership, Trust,
Etc.)


This Subscription Agreement is dated as of this
      day of
         ,
2005 at
 (city)
             ,
(state)
         .

	
		
	



Name of Entity in
Which Title is to be Held (Please Print)


Date of
Incorporation or
Organization: __________________________________________

State of Principal
Office: ____________________________________________________

Federal Taxpayer
Identification
Number: ________________________________________

	
		
	


Principal
Address

	
		
	


City, State and
Zip
Code

	
		
	


Country

	
		
	


Telephone
Number

	
		
	


Fax Number (if
available)

	
		
	


E-Mail (if
available)


		By:
                                                         

     Name:
     Title:




[seal]

Attest:                                                                                                                        &nbs
;                               


                    (If
Entity is a
Corporation)


		                                                                    

Address




12








 ACCEPTANCE 

This
Subscription Agreement is accepted as of this
       day of
          ,

2005 for the purchase of
      
Units.


		The
Company:                                                





		By:                                                                    





		Its:                                                                     




13














INVESTOR
QUESTIONNAIRE

PART I: INFORMATION TO BE PROVIDED BY ALL
INVESTORS.


A. Name of
Purchaser:____________________________________________________________


B.
Accreditation. Check all boxes which correctly describe
you:

			
		______ 	You are a
natural person whose individual net worth, or joint net worth with your
spouse, at the time of purchase, exceeds
$1,000,000.


			
		______ 	You are
a natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with your spouse in
excess of $300,000 in each of those years, and has a reasonable
expectation of reaching the same income level in the current
year.


			
		______ 	You are a
director or officer of the
Company.


			
		______ 	You have
total assets in excess of $5,000,000 and were not formed for the
specific purpose of acquiring the Units offered and are any of the
following: a corporation, a partnership, a Massachusetts or similar
business trust, or an organization described in Section 501(c)(3) of
the Internal Revenue
Code.


			
		______ 	You are a bank
or savings and loan association or other institution acting in your
individual or fiduciary
capacity.


			
		______ 	You are a
broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of
1934.


			
		______ 	You are an
insurance
company.


			
		______ 	You are an
investment company or a business development company under the
Investment Company Act of 1940.


			
		______ 	You are a private
business development company under the Investment Advisers Act of
1940.


			
		______ 	You are a
Small Business Investment Company licensed by the U.S. Small Business
Administration under 301(c) or (d) of the Small Business Investment Act
of 1958.


			
		______ 	You are a
trust, not formed for the specific purpose of acquiring the Units
offered, with total assets in excess of $5,000,000 and whose purchase
is directed by a sophisticated person.


			
		______ 	You are an employee
benefit plan whose investment decision is being made by a plan
fiduciary, which is either a bank, savings and loan association,
insurance company or registered investment adviser or an employee
benefit plan whose total assets are in excess of $5,000,000 or a
self-directed employee benefit plan whose investment decisions are made
solely by persons that are ‘‘accredited
investors’’ (i.e., they meet any of the standards listed
above).


			
		______ 	You are an
entity as to which all the equity owners (or, in the case of a trust,
all of the income beneficiaries) are ‘‘accredited
investors’’ (i.e., they meet the standards listed
above).


			
		______ 	None of the
above, but you are a ‘‘non-U.S. Person’’ as
that term is defined in paragraph 5(l)(i) of the Subscription
Agreement.


			
		______ 	None of
the above.


C. Provide Answers to the Following
Questions:

1. Are you directly or indirectly an
affiliate or associate of any member firm of the National
Association of Securities Dealers, Inc. (the
‘‘NASD’’)?


Yes
__________  No__________


1








An
‘‘affiliate’’ of a specified person is a
person that directly or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the
specified person.

The term
‘‘associate’’ means (1) any corporation or
organization (other than the Company or any majority-owned subsidiary)
of which you are an officer or partner, or of which you are, directly
or indirectly, the owner beneficially of 10% or more of any
class of equity securities, (2) any trust or other estate in which you
have a substantial beneficial interest or as to which you serve as
trustee or in a similar fiduciary capacity, or (3) any relative or
spouse of such person, or any relative of such spouse, who has the same
home as such person or who is a director or officer of the Company or
any of its subsidiaries.

If yes, please describe your affiliation
or
association:

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

2. Have
you made any subordinated loan to any member of the
NASD?


Yes
__________  No__________


If yes, please set forth the details of the loan
including the original amount(s), date(s), interest rate(s), other
material terms, and amount(s) outstanding as of the date
hereof.

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

2








PART II: INFORMATION TO BE PROVIDED BY
INDIVIDUAL INVESTORS:

List the state in which you
maintain your principal residence:________________________________

Occupation:____________________________________________________________________

Employer:______________________________________________________________________

If self-employed, provide
the following information:

Name of
business:________________________________________________________________

Length of time engaged in
current business: ________years.

The current value
of my liquid assets (cash, marketable securities, cash surrender value
of my life insurance and other items easily convertible into cash) is
sufficient to provide for my current needs and possible personal
contingencies:

______Yes    ______
No

Education:





	
																			
	Year		School		Field
of
Study		Degree		Date
Conferred
	






______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

Please
indicate the frequency of your investment in marketable securities,
i.e., those where prices are quoted regularly on exchanges or the
over-the-counter market:

________   often    ________
occasionally    ________ seldom    ________
never

Do you consider yourself to be an experienced and
sophisticated
investor?

______Yes    ______   No

Do
you alone, or with your Purchaser Representative, have such knowledge
and experience in financial and business matters that you are capable
of evaluating the risks and merits of this investment and feel that you
can afford the loss of my entire investment in the Units?

______Yes    ______   No

3








 PART III: INFORMATION TO BE
PROVIDED BY INVESTORS OTHER THAN
INDIVIDUALS 

Identify type of entity
(corporation, trust, limited liability company, partnership or other
entity):

	
		
	


Identify jurisdiction
under the laws of which the entity is
organized:   ____________________________

Identify jurisdiction
when the entity was organized:   ________________________________________

Identify jurisdiction where your principal place of business
is located:   __________________________

Describe principal
business conducted:   ________________________________________________

(You may be asked
to furnish a copy of a properly certified company resolution and
organizational documents authorizing the investor to make an investment
of this type.)

PART IV: SIGNATURE

The
undersigned hereby represents and warrants that all of its answers to
this Investor Questionnaire are true as of the date of its execution of
the Subscription Agreement pursuant to which it purchased
Units.





							
	 		 
	Name
of Purchaser [please print]		Name of Co-Purchaser
[please
print]
	 		 
	Signature
of Purchaser (Entities please provide signature of Purchaser's
duly authorized signatory.)		Signature of
Co-Purchaser
	 		 
	Name
of Signatory (Entities
only).		 
	 		 
	Title
of Signatory (Entities
only)		 
	






4








PRIVACY POLICY

It is the
policy of Brookshire Securities Corporation (BSC) to respect the
privacy of customers who subscribe to transactions underwritten by
BSC.

Whether its own brokers introduce Customers to BSC or the
introduction was made through Selling Agents, (hereinafter referred to
as ‘‘Subscribers’’) nonpublic personal
information is protected by BSC.

BSC does not disclose any
nonpublic personal information about Subscribers to anyone, except as
required or permitted by law and to effect, administer, or enforce
transactions requested by Subscribers in the ordinary processing,
servicing or maintaining their accounts. Furthermore, BSC does not
reserve the right to disclose Subscriber’s nonpublic personal
information in the future without first notifying the Subscriber of a
change in privacy policy and providing a convenient opportunity for
Subscriber to opt out of information sharing with nonaffiliated third
parties.

Under the USA PATRIOT Act of 2001 (Public Law
107-56)(together with all rules and regulations promulgated hereunder,
the ‘‘Patriot Act’’), BSC and/or your
broker may be required or requested to disclose to one or more
regulatory and/or law enforcement bodies certain information regarding
transactions relating to your account involving transactions with
foreign entitles and individuals, other transactions in your account as
required in the Patriot Act and other activities described in the
Patriot Act as ‘‘suspicious activities’’.
Neither BSC nor your broker shall have any obligation to advise you of
any such disclosures or reports made in compliance with the Patriot
Act.

5