EMPLOYMENT AGREEMENT
	 

	 
		(Executive Level)
	 

	 
		AGREEMENT, dated as of January 1, 2007,
		between MDwerks, Inc., a Delaware corporation (the “Company”), and
		the Executive identified on Exhibit
		A attached hereto (the
		“Executive”).
	 

	 
		WITNESSETH:
	 

	 
		WHEREAS, the Company desires to retain the
		services of the Executive and to that end desires to enter into a contract of
		employment with him, upon the terms and conditions herein set forth; and

	 

	 
		WHEREAS, the Executive desires to be
		employed by the Company upon such terms and conditions;
	 

	 
		NOW, THEREFORE, in consideration of the
		premises and of the mutual benefits and covenants contained herein, the parties
		hereto, intending to be bound, hereby agree as follows:
	 

	 
		1. APPOINTMENT AND TERM
	 

	 
		Subject to the terms hereof, the Company
		hereby employs the Executive, and the Executive hereby accepts employment with
		the Company, all in accordance with the terms and conditions set forth herein,
		for a period commencing on the date hereof (the “Commencement Date”)
		and ending on the date (the “Expiration Date”) set forth in
		Exhibit A, unless the parties mutually agree in writing upon a
		later date.
	 

	 
		2. DUTIES
	 

	 
		(a) During the term of this Agreement, the
		Executive shall be employed in the position set forth in Exhibit A and
		shall, unless prevented by incapacity, devote all of his business time,
		attention and ability during normal corporate office business hours to the
		
	 

	 
		 
	 



	 
	 

	 

	 
		discharge of his duties hereunder and to the
		faithful and diligent performance of such duties and the exercise of such
		powers as may be assigned to or vested in him by the Board of Directors of the
		Company (the “Board”), the President and Chief Executive Officer of
		the Company and any other senior executive officer of the Company, such duties
		to be consistent with his position. The Executive shall obey the lawful
		directions of the Board, the Company’s President and Chief Executive
		Officer and any other senior executive officer of the Company and shall use his
		diligent efforts to promote the interests of the Company and to maintain and
		promote the reputation thereof.
	 

	 
		(b) The Executive shall not during his term
		of employment (except as a representative of the Company or with the consent in
		writing of the Board) be directly or indirectly engaged or concerned or
		interested in any other business activity, except through ownership of an
		interest of not more than 2% in any entity that does not compete with the
		Company, provided it does not impair the ability of the Executive to discharge
		fully and faithfully his duties hereunder.
	 

	 
		(c) Notwithstanding the foregoing
		provisions, the Executive shall be entitled to serve in various leadership
		capacities in civic, charitable and professional organizations. The Executive
		recognizes that his primary and paramount responsibility is to the
		Company.
	 

	 
		(d) The Executive shall be based in the
		Deerfield Beach, Florida area, except for required travel on the Company’s
		business.
	 

	 
		3. REMUNERATION
	 

	 
		(a) As compensation for his services
		pursuant hereto, the Executive shall be paid a base salary during his
		employment hereunder at the annual rate set forth in Exhibit A.
		
	 

	 
		 
	 

	 
		 
	 

	 
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		This amount shall be payable in equal
		periodic installments in accordance with the usual payroll practices of the
		Company.
	 

	 
		(b) Except as provided above, in
		Exhibit A and in Sections 4 and 6 hereof, the Executive shall not
		be entitled to receive any additional compensation, remuneration or other
		payments from the Company.
	 

	 
		4. HEALTH INSURANCE AND OTHER FRINGE BENEFITS
	 

	 
		The Executive shall be entitled to
		participate in regular employee fringe benefit programs to the extent such
		programs are offered by the Company to its executive employees, including, but
		not limited to, medical, hospitalization and disability insurance and life
		insurance, Section 529 education plan and 401(k) plan. 
	 

	 
		5. VACATION
	 

	 
		The Executive shall be entitled to the
		number of weeks of vacation set forth in Exhibit A (in
		addition to the usual national holidays) during each contract year during which
		he serves hereunder. Such vacation shall be taken at such time or times as will
		be mutually agreed between the Executive and the Company. Vacation not taken
		during a calendar year may not be carried forward.
	 

	 
		6. REIMBURSEMENT FOR EXPENSES
	 

	 
		The Executive shall be reimbursed for
		reasonable documented business expenses incurred in connection with the
		business of the Company in accordance with practices and policies established
		by the Company.
	 

	 
		  
	 

	 
		 
	 

	 
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		7. TERMINATION
	 

	 
		(a) This Agreement shall terminate in
		accordance with the terms of Section 7(b) hereof; provided,
		however, that such termination shall not affect the obligations
		of the Executive pursuant to the terms of Sections 8 and 9.
	 

	 
		(b) This Agreement shall terminate on the
		Expiration Date; or as follows:
	 

	 
		(i) Upon the written notice to the Executive
		by the Company at any time, because of the willful and material malfeasance,
		dishonesty or habitual drug or alcohol abuse by the Executive related to or
		affecting the performance of his duties, the Executive’s continuing and
		intentional breach, non-performance or non-observance of any of the terms or
		provisions of this Agreement, but only after notice by the Company of such
		breach, nonperformance or nonobservance and the failure of the Executive to
		cure such default as soon as practicable (but in any event within ten (10) days
		following written notice from the Company), the conduct by the Executive which
		the Board in good faith determines could reasonably be expected to have a
		material adverse effect on the business, assets, properties, results of
		operations, financial condition, personnel or prospects of the Company (within
		each category, taken as a whole), but only after notice by the Company of such
		conduct and the failure of the Executive to cure same as soon as practicable
		(but in any event within ten (10) days following written notice from the
		Company), or upon the Executive’s conviction of a felony, any crime
		involving moral turpitude (including, without limitation, sexual harassment)
		related to or affecting the performance of his duties or any act of fraud,
		embezzlement, theft or willful breach of fiduciary duty against the
		Company.
	 

	 
		(ii) In the event the Executive, by reason
		of physical or mental disability, shall be unable to perform the services
		required of him hereunder for a period of more 
	 

	 
		 
	 

	 
		 
	 

	 
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		than 60 consecutive days, or for more than a
		total of 90 non-consecutive days in the aggregate during any period of twelve
		(12) consecutive calendar months, on the 61st consecutive day, or the 91st day,
		as the case may be. The Executive agrees, in the event of any dispute under
		this Section 7(b)(ii), and after written notice by the Board, to submit to a
		physical examination by a licensed physician practicing in the South Florida
		area selected by the Board, and reasonably acceptable to the Executive.
	 

	 
		(iii) In the event the Executive dies while
		employed pursuant hereto, on the day in which his death occurs.
	 

	 
		(c) If this Agreement is terminated pursuant
		to Section 7(b), the Company will have no further liability to the Executive
		after the date of termination including, without limitation, the compensation
		and benefits described herein; provided that,
		in the case of termination pursuant to Section 7(b)(ii), the Executive will
		receive his then current salary until such time (but not more than 90 days
		after such disability) as payments begin under any disability insurance plan of
		the Executive.
	 

	 
		(d) In the event the Company chooses not to
		enter into any agreement or amendment extending the Executive’s employment
		beyond the Expiration Date, the Company agrees to provide Executive at least 60
		days prior written notice of such determination (which notice may be given
		either prior to or after such Expiration Date, but if notice is given any later
		than 60 days prior to the Expiration Date, then the term of this Agreement
		shall be extended until the date which is 60 days after the date such notice is
		given), during which time the Executive may seek alternative employment while
		still being employed by the Company.
	 

	 
		 
	 

	 
		 
	 

	 
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		8. CONFIDENTIAL INFORMATION
	 

	 
		(a) The Executive covenants and agrees that
		he will not at any time during the continuance of this Agreement or at any time
		thereafter (i) print, publish, divulge or communicate to any person, firm,
		corporation or other business organization (except in connection with the
		Executive’s employment hereunder) or use for his own account any secret or
		confidential information relating to the business of the Company (including,
		without limitation, information relating to any customers, suppliers,
		employees, products, services, formulae, technology, know-how, trade secrets or
		the like, financial information or plans) or any secret or confidential
		information relating to the affairs, dealings, projects and concerns of the
		Company, both past and planned (the “Confidential Information”),
		which the Executive has received or obtained or may receive or obtain during
		the course of his employment with the Company (whether or not developed,
		devised or otherwise created in whole or in part by the efforts of the
		Executive), or (ii) take with him, upon termination of his employment
		hereunder, any information in paper or document form or on any
		computer-readable media relating to the foregoing. The term “Confidential
		Information” does not include information which is or becomes generally
		available to the public other than as a result of disclosure by the Executive
		or which is generally known in the medical claim processing and receivable
		financing business. The Executive further covenants and agrees that he shall
		retain the Confidential Information received or obtained during such service in
		trust for the sole benefit of the Company or its successors and assigns.

	 

	 
		(b) The term Confidential Information as
		defined in Section 8(a) hereof shall include information obtained by the
		Company from any third party under an agreement including restrictions on
		disclosure known to the Executive.
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) In the event that the Executive is
		requested pursuant to subpoena or other legal process to disclose any of the
		Confidential Information, the Executive will provide the Company with prompt
		notice so that the Company may seek a protective order or other appropriate
		remedy and/or waive compliance with Section 8 of this Agreement. In the event
		that such protective order or other remedy is not obtained or that the Company
		waives compliance with the provisions of Section 8 of this Agreement, the
		Executive will furnish only that portion of the Confidential Information which
		is legally required.
	 

	 
		9. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING
		TERMINATION
	 

	 
		(a) The Executive shall not, anywhere within
		the United States, during his full term of employment under Section 1 hereof
		and for a period of one (1) year thereafter, notwithstanding any earlier
		termination pursuant to Section 7(b) hereof, without the prior written consent
		of the Company, directly or indirectly, and whether as principal, agent,
		officer, director, partner, employee, consultant, broker, dealer or otherwise,
		alone or in association with any other person, firm, corporation or other
		business organization, carry on, or be engaged, have an interest in or take
		part in, or render services to any person, firm, corporation or other business
		organization (other than the Company) engaged in a business which is
		competitive with all or part of the Business of the Company. The term
		“Business of the Company” shall mean developing, providing and
		marketing technology and financial services that focus on products and services
		related to processing claims by medical professionals and service providers for
		insurance reimbursement and the financing of receivables due to them arising
		out of such claims.
	 

	 
		(b) The Executive shall not, for a period of
		one (1) year after termination of his employment hereunder, either on his own
		behalf or on behalf of any other person, firm, corporation or other business
		organization, endeavor to entice away from the Company any 
	 

	 
		 
	 

	 
		 
	 

	 
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		person who, at any time during the
		continuance of this Agreement, was an employee of the Company.
	 

	 
		(c) The Executive shall not, for a period of
		one (1) year after termination of his employment hereunder, either on his own
		behalf or on behalf of any other person, firm, corporation or other business
		organization, solicit or direct others to solicit, any of the Company’s
		customers or prospective customers (including, but not limited to, those
		customers or prospective customers with whom the Executive had a business
		relationship during his term of employment) for any purpose or for any activity
		which is competitive with all or part of the Business of the Company.
	 

	 
		(d) It is understood by and between the
		parties hereto that the foregoing covenants by the Executive set forth in this
		Section 9 are essential elements of this Agreement and that, but for the
		agreement of the Executive to comply with such covenants, the Company would not
		have entered into this Agreement. It is recognized by the Executive that the
		Company currently operates in, and may continue to expand its operations
		throughout, the geographical territories referred to in Section 9(a) above. The
		Company and the Executive have independently consulted with their respective
		counsel and have been advised in all respects concerning the reasonableness and
		propriety of such covenants.
	 

	 
		10. REMEDIES
	 

	 
		(a) Without intending to limit the remedies
		available to the Company, it is mutually understood and agreed that the
		Executive’s services are of a special, unique, unusual, extraordinary and
		intellectual character giving them a peculiar value, the loss of which may not
		be reasonably or adequately compensated in damages in an action at law, and,
		therefore, in the 
	 

	 
		 
	 

	 
		 
	 

	 
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		event of any material breach by the
		Executive that continues after any applicable cure period, the Company shall be
		entitled to equitable relief by way of injunction or otherwise.
	 

	 
		(b) The covenants of Section 8 shall be
		construed as independent of any other provisions contained in this Agreement
		and shall be enforceable as aforesaid notwithstanding the existence of any
		claim or cause of action of the Executive against the Company, whether based on
		this Agreement or otherwise. In the event that any of the provisions of
		Sections 8 or 9 hereof should ever be adjudicated to exceed the time,
		geographic, product/service or other limitations permitted by applicable law in
		any jurisdiction, then such provisions shall be deemed reformed in any such
		jurisdiction to the maximum time, geographic, product/service or other
		limitations permitted by applicable law.
	 

	 
		11. COMPLIANCE WITH OTHER AGREEMENTS
	 

	 
		The Executive represents and warrants to the
		Company that the execution of this Agreement by him and his performance of his
		obligations hereunder will not, with or without the giving of notice or the
		passage of time or both, conflict with, result in the breach of any provision
		of or the termination of, or constitute a default under, any agreement to which
		the Executive is a party or by which the Executive is or may be bound.
	 

	 
		12. WAIVERS
	 

	 
		The waiver by the Company or the Executive
		of a breach of any of the provisions of this Agreement shall not operate or be
		construed as a waiver of any subsequent breach.
	 

	 
		13. BINDING EFFECT; BENEFITS
	 

	 
		This Agreement shall inure to the benefit
		of, and shall be binding upon, the parties hereto and their respective
		successors, assigns, heirs and legal representatives, including any corporation
		or other business organization with which the Company may merge or consolidate
		or
	 

	 
		 
	 

	 
		 
	 

	 
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		 sell all or substantially all of its
		assets. Insofar as the Executive is concerned, this contract, being personal,
		cannot be assigned.
	 

	 
		14. NOTICES
	 

	 
		All notices and other communications which
		are required or may be given under this Agreement shall be in writing and shall
		be deemed to have been duly given when delivered to the person to whom such
		notice is to be given at his or its address et forth below, or such other
		address for the party as shall be specified by notice given pursuant
		hereto:
	 

	 
		(a) If to the Executive, to him at the
		address set forth in Exhibit
		A.
	 

	 
		and
	 

	 
		(b) If to the Company, to it at:
	 

	 
		MDwerks, Inc.
	 

	 
		Windolph Center, Suite I
	 

	 
		1020 N.W. 6th Street
	 

	 
		Deerfield Beach, Florida 33442
	 

	 
		Attention: Chairman of the Board
	 

	 
		with a copy to:
	 

	 
		Greenberg Traurig, LLP
	 

	 
		200 Park Avenue, 14th
		Floor
	 

	 
		New York, New York 10166
	 

	 
		Attention: Spencer G. Feldman, Esq.
	 

	 
		15. MISCELLANEOUS
	 

	 
		 (a) This Agreement contains the entire
		agreement between the parties hereto and supersedes all prior agreements and
		understandings, oral or written, between the parties hereto with respect to the
		subject matter hereof. This Agreement may not be changed, modified, extended or
		terminated except upon written amendment approved by the Board and executed by
		a duly authorized officer of the Company.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) The Executive acknowledges that from
		time to time, the Company may establish, maintain and distribute employee
		manuals of handbooks or personnel policy manuals, and officers or other
		representatives of the Company may make written or oral statements relating to
		personnel policies and procedures. Such manuals, handbooks and statements are
		intended only for general guidance. No policies, procedures or statements of
		any nature by or on behalf of the Company (whether written or oral, and whether
		or not contained in any employee manual or handbook or personnel policy
		manual), and no acts or practices of any nature, shall be construed to modify
		this Agreement or to create express or implied obligations of any nature to the
		Executive.
	 

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

	 
		(d) All questions pertaining to the
		validity, construction, execution and performance of this Agreement shall be
		governed by and construed in accordance with the laws of the State of Florida,
		without regard to its conflict of law principles.
	 

	 
		(e) Any controversy or claim arising from,
		out of or relating to this Agreement, or the breach hereof (other than
		controversies or claims arising from, out of or relating to the provisions in
		Sections 8, 9 and 10), shall be determined by final and binding arbitration in
		Broward County, Florida, in accordance with the Employment Dispute Resolution
		Rules of the American Arbitration Association, by a panel of not less than
		three (3) arbitrators appointed by the American Arbitration Association. The
		decision of the arbitrators may be entered and enforced in any court of
		competent jurisdiction by either the Company or the Executive.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		The parties indicate their acceptance of the
		foregoing arbitration requirement by initialing below:
	 

	 
		 
	 

	 
			
				
				  For the Company
				

			 	
				
				   
				

			 	
				
				  Executive
				

			 

 

	 
		 
	 

	 
		IN WITNESS WHEREOF, the parties hereto have
		executed this Agreement as of the day and year first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  MDWERKS, INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Vincent Colangelo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Vincent Colangelo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Chief Financial Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  EXECUTIVE
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				               /s/
				  Stephen M. Weiss
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Stephen M. Weiss
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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