MDwerks
Global Holdings, Inc.

Windolph Center, Suite I


1020
NW 6th Street


Deerfield Beach, FL
33442


September 21, 2005

To
Officers and Directors and 10% Holders of MDwerks Common
Stock:

Re:    Reverse Merger Lock-Up
Agreement

Ladies and Gentlemen:

MDwerks Global
Holdings, Inc. (‘‘MDwerks’’) and its
subsidiaries plan to enter into a reverse merger transaction with a
publicly-traded company (‘‘Pubco’’),
concurrently with a private offering on a ‘‘best efforts
mini-max’’ basis (the
‘‘Offering’’) up to 200 units (each a
‘‘Unit’’ and collectively, the
‘‘Units’’) at a purchase price of $25,000
per Unit. Each Unit consists of 10,000 shares of Pubco’s Class A
Common Stock (the ‘‘Common Stock’’), and
one detachable warrant (a ‘‘Warrant’’)
entitling the holder thereof to purchase up to 10,000 shares of Common
Stock at a purchase price of $2.50 per share. Pubco has reserved the
right to sell up to an additional 30 Units at $25,000 per Unit (the
‘‘Over-Allotment Option’’ or
‘‘Increased Maximum Offering’’) for an
aggregate offering of up to 230 Units.

Concurrent with the
initial closing of the Offering, a to-be-formed, wholly owned
subsidiary of Pubco, (‘‘Sub’’), will be
merged with and into MDwerks (the
‘‘Merger’’). As a result of the Merger,
MDwerks will become a wholly owned subsidiary of Pubco and
MDwerks’ former stockholders will become the majority
stockholders of Pubco. Pubco, who shares initially will be quoted on
the Over-the-Counter Bulletin Board, will change its corporate name to
MDwerks, Inc. and, with the proceeds of the Offering, will continue the
business of MDwerks as its only line of business.

You are or
will be at the closing of the Offering, a holder (a
‘‘Holder’’) of outstanding shares of Common
Stock following the Offering.


It is essential to the success
of the Offering that Pubco and its financial advisors can give comfort
to potential investors that the ‘‘after
market’’ for shares of Pubco Common Stock will not be
disrupted by a very substantial block of shares being sold in an
inappropriate fashion. We have already obtained such comfort,
substantially in the form provided for below, from each of our
officers, directors and principal shareholders.

By signing
and returning this agreement in the manner indicated below, you hereby
agree not to, directly or indirectly, publicly sell, contract
to sell or otherwise transfer any of the Common Stock beneficially
owned by you immediately after the initial closing of the Offering and
the Merger (your ‘‘Initial Holdings’’)
during the first 12 months following the initial closing date of the
Offering. However, if the bid price for shares of Common Stock is $5.00
per share or more, and the Placement Agent consents, you may transfer
up to one percent of the number of your Initial Holdings in each
calendar month following (and including) the month in which the initial
closing of the Offering occurs.


Because of the importance of
the lock-up to the Offering, if you fail to execute and return this
lock-up agreement to MDwerks, you may not be entitled to include any of
your shares of Common Stock in the Registration Statement that Pubco
intends to file with the U.S. Securities and Exchange commission
following the closing of the Offering. Please note that there can be no
assurance that such Registration Statement will be filed, will become
effective or that any or all of your Company shares will be included
herein.

By signing and returning this agreement, you further
(i) represent and consent that you have full power and authority to
enter into this lock-up agreement and that, upon request, you will
execute any additional documents necessary or desirable in connection
with this lock-up agreement and its enforcement; and (ii) understand
that this lock-up agreement is irrevocable by you, all authority herein
conferred by you or agreed to be conferred by you shall survive your
death or incapacity or dissolution, and any of your obligations
hereunder shall be binding on you and your heirs, personal
representatives, successors and assigns.

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In order to enable the aforesaid covenant
to be enforced, you hereby consent to the placing of a legend and/or
stop-transfer order with the transfer agent of the Common Stock with
respect to any Initial Holdings registered your name or beneficially
owned by you.

Accordingly, to evidence your agreement to the
terms hereof, please date, sign and return this lock-up agreement to
MDwerks by courier, Federal Express or fax no later than the close
of business on September 30, 2005. If you return your signed
lock-up agreement to MDwerks by fax, please promptly mail the executed
copy of the lock-up agreement to MDwerks.

[SIGNATURE
PAGE TO IMMEDIATELY FOLLOW THIS PAGE]

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Acknowledged and Agreed
This
  day of
    ,
2005:

	
		
	


By:

	
		
	


Name:

	
		
	


Entity
(if any):

	
		
	


Title (if
Shares held by Entity):

RETURN TO MDWERKS BY FAX: AT (954)
834-0376


-AND−


BY FEDERAL EXPRESS OR
OVERNIGHT COURIER TO:

MDwerks Global Holdings,
Inc.
Windolph Center, Suite I
Deerfield Park,
Florida
Attention: Howard B. Katz, CEO
Tel: (954)
834-0352

Accepted:

MDwerks Global Holdings,
Inc.

By:
                                                

        Howard
B. Katz
         CEO

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