MDWERKS,
INC.

Warrant
No.     


WARRANT TO
PURCHASE COMMON STOCK


VOID AFTER 5:00 P.M., EASTERN
TIME,
 ON THE EXPIRATION DATE

THIS WARRANT AND ANY
SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘ACT’’), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH
THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

FOR VALUE RECEIVED, MDWERKS, INC., a Delaware
corporation (the ‘‘Company’’), hereby
agrees to sell upon the terms and on the conditions hereinafter set
forth, at any time commencing on the date hereof but no later than 5:00
p.m., Eastern Time, on      , 2010
(the ‘‘Expiration Date’’) to
             ,
or registered assigns (the ‘‘Holder’’),
under the terms as hereinafter set forth,
             
(      ) fully paid and
non-assessable shares of the Company’s Common Stock, par value
$0.001 per share (the ‘‘Warrant Stock’’),
at a purchase price per share of $2.50 (the ‘‘Warrant
Price’’), pursuant to this warrant (this
‘‘Warrant’’). The number of shares of
Warrant Stock to be so issued and the Warrant Price are subject to
adjustment in certain events as hereinafter set forth. The term
‘‘Common Stock’’ shall mean, when used
herein, unless the context otherwise requires, the stock and other
securities and property at the time receivable upon the exercise of
this Warrant.

This Warrant is one of a series of the
Company’s Warrants to purchase Common Stock (collectively, the
‘‘Warrants’’), issued pursuant to the
Confidential Private Placement Memorandum, dated June 13, 2005 (as
supplemented, the ‘‘Memorandum’’).


1. Exercise of Warrant.


(a)
The Holder may exercise this Warrant according to its terms by
surrendering to the Company at the address set forth in Section 10,
this Warrant and the election to purchase form attached hereto having
then been duly executed by the Holder, accompanied by cash, certified
check or bank draft in payment of the purchase price, in lawful money
of the United States of America, for the number of shares of the
Warrant Stock specified in the subscription form, or as otherwise
provided in this Warrant prior to 5:00 p.m., Eastern Time, on the
Expiration Date.

(b) This Warrant may be exercised in whole or in
part so long as any exercise in part hereof would not involve the
issuance of fractional shares of Warrant Stock. If exercised in part,
the Company shall deliver to the Holder a new Warrant, identical in
form, in the name of the Holder, evidencing the right to purchase the
number of shares of Warrant Stock as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief
Executive Officer or President of the Company. The term Warrant as used
herein shall include any subsequent Warrant issued as provided
herein.

(c) No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants based
upon the fair market value of such fractional shares of Common Stock
(which shall be the closing price of such shares on the exchange or
market on which the Common Stock is then traded) at the time of
exercise of this Warrant.

(d) In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for
the Warrant Stock so purchased, registered in the name of the Holder,
shall be 

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delivered to the Holder within a reasonable
time after such rights shall have been so exercised. The person or
entity in whose name any certificate for the Warrant Stock is issued
upon exercise of the rights represented by this Warrant shall for all
purposes be deemed to have become the holder of record of such shares
immediately prior to the close of business on the date on which the
Warrant was surrendered and payment of the Warrant Price and any
applicable taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is
a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the
opening of business on the next succeeding date on which the stock
transfer books are open. Except as provided in Section 4 hereof, the
Company shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of
Common Stock on exercise of this
Warrant.


2. Disposition of Warrant Stock
and Warrant.


(a) The Holder hereby acknowledges
that this Warrant and any Warrant Stock purchased pursuant hereto are
not being registered (i) under the Act on the ground that the issuance
of this Warrant is exempt from registration under Section 4(2) of the
Act as not involving any public offering or (ii) under any applicable
state securities law because the issuance of this Warrant does not
involve any public offering; and that the Company’s reliance on
the Section 4(2) exemption of the Act and under applicable state
securities laws is predicated in part on the representations hereby
made to the Company by the Holder that it is acquiring this Warrant and
will acquire the Warrant Stock for investment for its own account, with
no present intention of dividing its participation with others or
reselling or otherwise distributing the same, subject, nevertheless, to
any requirement of law that the disposition of its property shall at
all times be within its control.

The Holder hereby agrees that it
will not sell or transfer all or any part of this Warrant and/or
Warrant Stock unless and until it shall first have given notice to the
Company describing such sale or transfer and furnished to the Company
either (i) an opinion, reasonably satisfactory to counsel for the
Company, of counsel (skilled in securities matters, selected by the
Holder and reasonably satisfactory to the Company) to the effect that
the proposed sale or transfer may be made without registration under
the Act and without registration or qualification under any state law,
or (ii) an interpretative letter from the Securities and Exchange
Commission to the effect that no enforcement action will be recommended
if the proposed sale or transfer is made without registration under the
Act.

(b) If, at the time of issuance of the shares
issuable upon exercise of this Warrant, no registration statement is in
effect with respect to such shares under applicable provisions of the
Act, the Company may at its election require that the Holder provide
the Company with written reconfirmation of the Holder’s
investment intent and that any stock certificate delivered to the
Holder of a surrendered Warrant shall bear legends reading
substantially as
follows:

‘‘TRANSFER OF THE
SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES
WERE PURCHASED FROM THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON
FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH
SHARES OR OF THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR
CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH
SHARES, SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS
THEREIN SET FORTH SHALL HAVE BEEN COMPLIED
WITH.’’

‘‘THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT
REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.’’

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In addition, so long as the
foregoing legend may remain on any stock certificate delivered to the
Holder, the Company may maintain appropriate ‘‘stop
transfer’’ orders with respect to such certificates and
the shares represented thereby on its books and records and with those
to whom it may delegate registrar and transfer
functions.


3. Reservation of
Shares.    The Company hereby agrees that at all times there
shall be reserved for issuance upon the exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance
upon exercise of this Warrant. The Company further agrees that all
shares which may be issued upon the exercise of the rights represented
by this Warrant will be duly authorized and will, upon issuance and
against payment of the exercise price, be validly issued, fully paid
and non-assessable, free from all taxes, liens, charges and preemptive
rights with respect to the issuance thereof, other than taxes, if any,
in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and
state securities laws.


4. Exchange, Transfer
or Assignment of Warrant.    This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling
the Holder or Holders thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Upon surrender
of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with
other Warrants that carry the same rights upon presentation hereof at
the office of the Company or at the office of its stock transfer agent,
if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the
Holder hereof.


5. Capital
Adjustments.    This Warrant is subject to the following
further provisions:

(a) Recapitalization,
Reclassification and Succession.    If any recapitalization of
the Company or reclassification of its Common Stock or any merger or
consolidation of the Company into or with a corporation or other
business entity, or the sale or transfer of all or substantially all of
the Company’s assets or of any successor corporation’s
assets to any other corporation or business entity (any such
corporation or other business entity being included within the meaning
of the term ‘‘successor corporation’’)
shall be effected, at any time while this Warrant remains outstanding
and unexpired, then, as a condition of such recapitalization,
reclassification, merger, consolidation, sale or transfer, lawful and
adequate provision shall be made whereby the Holder of this Warrant
thereafter shall have the right to receive upon the exercise hereof as
provided in Section 1 and in lieu of the shares of Common Stock
immediately theretofore issuable upon the exercise of this Warrant,
such shares of capital stock, securities or other property as may be
issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of
Common Stock immediately theretofore issuable upon the exercise of this
Warrant had such recapitalization, reclassification, merger,
consolidation, sale or transfer not taken place, and in each such case,
the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this
Warrant after such consummation.

(b) Subdivision or
Combination of Shares.    If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the number of shares of Warrant Stock purchasable
upon exercise of this Warrant and the Warrant Price shall be
proportionately adjusted.

(c) Stock Dividends and
Distributions.    If the Company at any time while this Warrant
is outstanding and unexpired shall issue or pay the holders of its
Common Stock, or take a record of the holders of its Common Stock for
the purpose of entitling them to receive, a dividend payable in, or
other distribution of, Common Stock, then the number of shares of
Warrant Stock purchasable upon exercise of this Warrant shall be
adjusted to the number of shares of Common Stock that Holder would have
owned immediately following such action had this Warrant been exercised
immediately prior thereto.

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(d) Stock and Rights Offering to
Shareholders.    If at any time after the date of issuance of
this Warrant, the Company shall issue or sell, or fix a record date for
the purposes of entitling all holders of its Common Stock to receive,
(i) Common Stock or (ii) rights, options or warrants entitling the
holders thereof to subscribe for or purchase Common Stock (or
securities convertible or exchangeable into or exercisable for Common
Stock), in any such case, at a price per share (or having a conversion,
exchange or exercise price per share) that is less than the closing
price per share of the Company’s Common Stock on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or traded on any such exchange,
on the National Market or SmallCap Market of the National Association
of Securities Dealers Automated Quotations System
(‘‘NASDAQ’’), or if not listed or traded on
any such exchange or system, the average of the bid and asked price per
share on the NASDAQ Over the Counter Bulletin Board or, if such
quotations are not available, the fair market value per share of the
Company’s Common Stock as reasonably determined by the Board of
Directors of the Company (the ‘‘Closing
Price’’) on the date of such issuance or sale or on such
record date then, immediately after the date of such issuance or sale
or on such record date, (x) the Warrant Price shall be adjusted in
accordance with Section 5(e), and (y) the number of shares of Warrant
Stock purchasable upon exercise of this Warrant shall be adjusted to
that number determined by multiplying the number of sales of Warrant
Stock purchasable upon exercise of this Warrant immediately before the
date of such issuance or sale or such record date by a fraction, the
denominator of which will be the number of shares of Common Stock
outstanding on such date plus the number of shares of Common Stock that
the aggregate offering price of the total number of shares so offered
for subscription or purchase (or the aggregate initial conversion
price, exchange price or exercise price of the convertible securities
or exchangeable securities or rights, options or warrants, as the case
may be, so offered) would purchase at such Closing Price, and the
numerator of which will be the number of shares of Common Stock
outstanding on such date plus the number of additional shares of Common
Stock offered for subscription or purchase (or into which the
convertible or exchangeable securities or rights, options or warrants
so offered are initially convertible or exchangeable or exercisable, as
the case may be).

If the Company shall at any time after the date
of issuance of this Warrant distribute to all holders of its Common
Stock any shares of capital stock of the Company (other than Common
Stock) or evidences of its indebtedness or assets (excluding cash
dividends or distributions paid from retained earnings or current
year’s or prior year’s earnings of the Company) or rights
or warrants to subscribe for or purchase any of its securities
(excluding those referred to in the immediately preceding paragraph)
(any of the foregoing being hereinafter in this paragraph called the
‘‘Securities’’), then in each such case,
the Company shall reserve shares or other units of such securities for
distribution to the Holder upon exercise of this Warrant so that, in
addition to the shares of the Common Stock to which such Holder is
entitled, such Holder will receive upon such exercise the amount and
kind of such Securities which such Holder would have received if the
Holder had, immediately prior to the record date for the distribution
of the Securities, exercised this Warrant.

(e) Warrant
Price Adjustment.    Whenever the number of shares of Warrant
Stock purchasable upon exercise of this Warrant is adjusted, as herein
provided, the Warrant Price payable upon the exercise of this Warrant
shall be adjusted to that price determined by multiplying the Warrant
Price immediately prior to such adjustment by a fraction (i) the
numerator of which shall be the number of shares of Warrant Stock
purchasable upon exercise of this Warrant immediately prior to such
adjustment, and (ii) the denominator of which shall be the number of
shares of Warrant Stock purchasable upon exercise of this Warrant
immediately thereafter.

(f) Certain Shares
Excluded.    The number of shares of Common Stock outstanding at
any given time for purposes of the adjustments set forth in this
Section 5 shall exclude any shares then directly or indirectly held in
the treasury of the Company.

(g) Deferral and
Cumulation of De Minimis Adjustments.    The Company shall not
be required to make any adjustment pursuant to this Section 5 if the
amount of such adjustment would be less than one percent (1%) of
the Warrant Price in effect immediately before the event that would
otherwise have given rise to such adjustment. In such case, however,
any adjustment that would otherwise have been required to be made shall
be made at the time of and together with the next 

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subsequent adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to not less
than one percent (1%) of the Warrant Price in effect immediately
before the event giving rise to such next subsequent adjustment. All
calculations under this Section 5 shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be, but in no
event shall the Company be obligated to issue fractional shares of
Common Stock or fractional portions of any securities upon the exercise
of the Warrants.

(h) Duration of
Adjustment.    Following each computation or readjustment as
provided in this Section 5, the new adjusted Warrant Price and number
of shares of Warrant Stock purchasable upon exercise of this Warrant
shall remain in effect until a further computation or readjustment
thereof is required.


6. Notice to
Holders.


(a)    Notice of Record Date. In
case:

(i) the Company shall take a record of the
holders of its Common Stock (or other stock or securities at the time
receivable upon the exercise of this Warrant) for the purpose of
entitling them to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or
any right to subscribe for or purchase any shares of stock of any class
or any other securities, or to receive any other
right;

(ii) of any capital reorganization of
the Company, any reclassification of the capital stock of the Company,
any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation;
or

(iii) of any voluntary dissolution,
liquidation or winding-up of the Company;

then, and in
each such case, the Company will mail or cause to be mailed to the
Holder hereof at the time outstanding a notice specifying, as the case
may be, (i) the date on which a record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on
which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place,
and the time, if any, is to be fixed, as of which the holders of record
of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution or winding-up. Such notice shall be mailed at least twenty
(20) calendar days prior to the record date therein specified, or if no
record date shall have been specified therein, at least twenty (20)
days prior to such specified date.

(b) Certificate of
Adjustment.    Whenever any adjustment shall be made pursuant to
Section 5 hereof, the Company shall promptly make available and have on
file for inspection a certificate signed by its Chairman, Chief
Executive Officer, President or Vice President, setting forth in
reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the
Warrant Price and number of shares of Warrant Stock purchasable
upon exercise of this Warrant after giving effect to such
adjustment.


7. Loss, Theft, Destruction or
Mutilation.    Upon receipt by the Company of evidence
satisfactory to it, in the exercise of its reasonable discretion, of
the ownership and the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to the Company and, in the case of mutilation,
upon surrender and cancellation thereof, the Company will execute and
deliver in lieu thereof, without expense to the Holder, a new Warrant
of like tenor dated the date
hereof.


8. Warrant Holder Not a
Stockholder.    The Holder of this Warrant, as such, shall
not be entitled by reason of this Warrant to any rights whatsoever as a
stockholder of the Company, including but not limited to voting
rights.


9. Registration
Rights.    The Warrant Stock will be accorded the
registration rights under the Act set forth in that certain
Subscription Agreement between the Company and the Holders, a form of
which agreement is being furnished concurrently
herewith.

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10. Notices.    Any
notice required or contemplated by this Warrant shall be in writing and
shall be deemed to have been duly given if delivered to the addressee
in person, deposited with a reputable overnight courier or transmitted
by registered or certified mail, return receipt requested, to the
Company at MDwerks, Inc., Windolph Center, Suite I, 1020 N.W.
6th Street, Deerfield Beach, FL 33442, Attention: Chief
Financial Officer, or to the Holder at the name and address set forth
in the Warrant Register maintained by the Company, or to such other
addresses as any of them, by notice to the others, may designate from
time to time.


12. Choice of
Law.    THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW
RULES.

IN WITNESS WHEREOF, the Company has duly caused this
Warrant to be signed on its behalf, in its corporate name and by a duly
authorized officer, as of this     day of
      2005.


		MDWERKS,
INC.





		By:____________________________





		Name:
Title:




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ELECTION TO PURCHASE

(To be
executed by the registered holder if such holder desires to exercise
the within Warrants)


		MDWerks, Inc.
Windolph
Center, Suite I
1020 N.W. 6th Street
Deerfield
Beach, FL 33442
Attention: Chief Financial Officer




The
undersigned hereby (1) irrevocably elects to exercise his or its rights
to purchase        
shares of Common Stock covered by the within Warrants, (2) makes
payment in full of the Purchase Price by enclosure of cash, a certified
check or bank draft, (3) requests that certificates for such shares of
Common Stock be issued in the name of:

Please print name,
address and Social Security or Tax Identification
Number:

	
		
	


	
		
	


	
		
	


	
		
	


and
(4) if said number of shares of Common Stock shall not be all the
shares evidenced by the within Warrants, requests that a new warrant
certificate for the balance of the shares covered by the within
Warrants be registered in the name of, and delivered
to:

Please print name and
address:

	
		
	


	
		
	


	
		
	


In
lieu of receipt of a fractional share of Common Stock, the undersigned
will receive a check representing payment
therefor.

Dated:______________________________                          ______________________________


		WARRANTHOLDER





		By:____________________________





		Name:
Title:




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ASSIGNMENT FORM

FOR VALUE
RECEIVED,________________________________________________________

hereby sells, assigns
and transfers unto

Name:________________________________________________________________________

(Please typewrite or print in block
letters)

Social Security or Taxpayer Identification
Number:________________________________________

the right to purchase Common
Stock of MDwerks, INC., a Delaware corporation, represented by this
Warrant to the extent of shares as to which such right is exercisable
and does hereby irrevocably constitute and appoint
                 ,
Attorney, to transfer the same on the books of the Company with full
power of substitution in the
premises.

DATED:__________________

	
			
	



		Signature





	
			
	



		Signature,
if jointly
held




Witness:

	
		
	


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