MDWERKS,
      INC.

    CONVERTIBLE
      NOTE

    


    
      	
               

            	
               

            
	
              Issuance
                Date: December 3, 2007

            	
              Original
                Principal Amount: U.S. $575,000

            


    

    


    FOR
      VALUE RECEIVED, MDwerks, Inc., a Delaware corporation (the “Company”),
      hereby promises to pay to Vicis Capital Master Fund or its registered assigns
      (“Holder”)
      the amount set out above as the Original Principal Amount (as may be reduced
      pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
      the “Principal”)
      when due, whether upon the Maturity Date (as defined below), and to pay interest
      (“Interest”)
      on any outstanding Principal at a rate per annum equal to the Interest Rate
      (as
      defined below), from the date set out above as the Issuance Date (the
“Issuance
      Date”)
      until the same becomes due and payable. 

    


    1.            PAYMENTS
      OF PRINCIPAL AND INTEREST; MATURITY; PREPAYMENT.

    


    (a)
      On December 2, 2008 (the “Maturity
      Date”),
      the Company shall pay to the Holder an amount equal to the Principal plus
      accrued Interest thereon in cash in accordance with Section 8 of this
      Note.

    


    (b)
      Maker,
      at
      its option, may prepay all or any part of the outstanding principal amount
      of
      this Note and accrued interest thereon through the date of prepayment without
      penalty.

    


    2.           
      INTEREST;
      INTEREST RATE.
      Interest on this Note shall commence accruing on the Issuance Date at the rate
      of 8% per annum and shall be computed on the basis of a 360-day year and actual
      days elapsed and shall be payable in arrears.

    


    3.           
      CONVERSION
      OF NOTE.
      Upon the initial closing of the sale of units to Vicis Capital Master Fund
      or
      one or more of its affiliates consisting of (i) shares of Series B Preferred
      Stock of the Company (“Series B Preferred Stock”), (ii) accompanying warrants to
      purchase shares of Common Stock of the Company (“Warrants” and, collectively
      with the Series B Preferred Stock, a “Unit”), this Note shall be automatically
      converted into the number of Units determined by dividing the amount of
      Principal outstanding under this Note plus accrued Interest thereon by the
      price
      per Unit at which such Units are sold to Holder. Upon such conversion, the
      Company shall deliver to Holder the securities constituting the Units into
      which
      this Note is converted and Holder shall surrender this Note to the Company
      for
      cancellation.

    


    4.           
      RIGHTS
      UPON EVENT OF DEFAULT.

    


    (a) Event
      of Default.
       Each of the following events shall constitute an “Event of
      Default”:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)  the
      Company's failure to pay to the Holder any amount of Principal (including,
      without limitation, any redemption or make-whole payments), Interest, or other
      amounts when and as due under this Note;

    


    (ii)  the
      Company or any of its Subsidiaries, pursuant to or within the meaning of Title
      11, U.S. Code, or any similar Federal, foreign or state law for the relief
      of
      debtors (collectively, “Bankruptcy
      Law”),
      (A) commences a voluntary case, (B) consents to the entry of an order for relief
      against it in an involuntary case, (C) consents to the appointment of a
      receiver, trustee, assignee, liquidator or similar official
      (a “Custodian”),
      (D) makes a general assignment for the benefit of its creditors or (E) admits
      in
      writing that it is generally unable to pay its debts as they become
      due;

    


    (iii)  a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that (A) is for relief against the Company or any of its Subsidiaries in
      an
      involuntary case, (B) appoints a Custodian of the Company or any of its
      Subsidiaries or (C) orders the liquidation of the Company or any of its
      Subsidiaries; or

    


    (iv)  the
      Company shall default in the observance or performance of any term or provision
      of an agreement, to which it is a party or by which it is bound, which default
      will have a Material Adverse Effect (as defined below) and such default is
      not
      waived or cured within the applicable grace period provided for in such
      agreement.

    


    “Material
      Adverse Effect”
      means an event or combination of events, which individually or in the aggregate,
      would reasonably be expected to (x) materially adversely affect the legality,
      validity or enforceability of this Note (y) have or result in a material adverse
      effect on the results of operations, business, operations, assets, or financial
      condition of the Company and its subsidiaries, taken as a whole, or (z)
      materially adversely impair the Company's ability to perform fully on a timely
      basis its material obligations under the Note.

    


    (b)
      Upon
      the
      occurrence of an Event of Default, the Holder may, at its option, declare the
      entire amount of principal and accrued interest on this Note immediately due
      and
      payable by written notice delivered to the Maker, in which event the Maker
      shall
      immediately pay to the Holder the entire unpaid principal balance of this Note
      together with accrued interest thereon. In addition to the payment of principal
      and interest on this Note, upon the occurrence of an Event of Default, Maker
      shall reimburse Holder for all of Holder’s costs and expenses, including
      attorney fees and disbursements, incurred by Holder in enforcing the provisions
      of this Note. Upon the occurrence of an Event of Default Interest shall accrue
      at the rate of the lesser of 12% per annum, or the maximum rate of interest
      per
      annum permitted by applicable law. 

    


    5.           
      PAYMENT
      OF COLLECTION, ENFORCEMENT AND OTHER COSTS.
      If (a) this Note is placed in the hands of an attorney for collection or
      enforcement or is collected or enforced through any legal proceeding or the
      Holder otherwise takes action to collect amounts due under this Note or to
      enforce the provisions of this Note or (b) there occurs any bankruptcy,
      reorganization, receivership of the Company or other proceedings affecting
      Company creditors' rights and involving a claim under this Note, then the
      Company shall pay the reasonable costs incurred by the Holder for such
      collection, enforcement or action or in connection with such bankruptcy,
      reorganization, receivership or other proceeding, including, but not limited
      to,
      attorneys' fees and disbursements.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.           
      CONSTRUCTION;
      HEADINGS.
      The headings of this Note are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Note.

    


    7.           
      FAILURE
      OR INDULGENCE NOT WAIVER.
      No failure or delay on the part of the Holder in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or
      privilege.

    


    8.            NOTICES;
      PAYMENTS.
      

    


    (a)
      All
      notices and other communications made pursuant to the provisions of or in
      connection with this Note shall be in writing and shall be deemed to have been
      duly made when delivered personally or by express mail or courier or when sent
      by facsimile transmission with confirmation received:

    


    (i)
      If to
      the Holder, to 126 East 56th
      Street,
      7th
      Floor,
      New York, NY 10022, or to such other address as the Holder may give notice
      of to
      the Maker from time to time; or

    


    (ii)
      If
      to the Maker, 1020 NW 6th Street, Suite I, Deerfield Beach, FL 33442, or to
      such
      other address as the Maker may give notice of to the Holder from time to
      time.

    


    (b)
      Whenever any payment of cash is to be made by the Company to Holder pursuant
      to
      this Note, such payment shall be made in lawful money of the United States
      of
      America by a check drawn on the account of the Company and sent via overnight
      courier service to Holder at such address as previously provided to the Company
      in writing; provided that the Holder may elect to receive a payment of cash
      via
      wire transfer of immediately available funds by providing the Company with
      prior
      written notice setting out such request and the Holder's wire transfer
      instructions.  Whenever any amount expressed to be due by the terms of this
      Note is due on any day which is not a Business Day, the same shall instead
      be
      due on the next succeeding day which is a Business Day and, in the case of
      any
      Interest Date which is not the date on which
      this Note is paid in full, the extension of the due date thereof shall not
      be
      taken into account for purposes of determining the amount of Interest due on
      such date.  

    


    9.           
      CANCELLATION.
      After all Principal, accrued Interest and other amounts at any time owed on
      this
      Note has been paid in full, or this note is converted pursuant to Section 3
      of
      this Note, this Note shall automatically be deemed canceled, shall be
      surrendered to the Company for cancellation and shall not be
      reissued.

    


    10.         
      WAIVER
      OF NOTICE.
      To the extent permitted by law, the Company hereby waives demand, notice,
      protest and all other demands and notices in connection with the delivery,
      acceptance, performance, default or enforcement of this Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.         
      GOVERNING
      LAW.
      This Note shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Note shall be governed by, the internal laws of the State of Florida, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of Florida or any other jurisdictions) that would cause the
      application of the laws of any jurisdictions other than the State of Florida.
        In the event that any provision of this Note is invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Note. 

    


    12.         
      SUBORDINATION.
      The obligations of the Company under this Note are expressly subordinated to
      the
      obligations of the Company and its Subsidiaries in connection with (i) that
      certain promissory note, dated October 19, 2006, issued by the Company to
      Gottbetter Capital Master, Limited (“Gottbetter”) in the original principal
      amount of $2,500,000 and (ii) that certain promissory note, dated November
      9,
      2006, issued by the Company to Gottbetter in the original principal amount
      of
      $2,500,000 (the indebtedness evidenced by each of such notes is hereinafter
      referred to as “Permitted Senior Indebtedness”). By acceptance of this note,
      Holder agrees that it shall promptly execute and deliver (i) such agreements,
      documents and instruments as may be reasonably requested by holders of Permitted
      Senior Indebtedness, expressly confirming the subordination of the Company’s
      obligations under this Note to those of the holders of Permitted Senior
      Indebtedness and (ii) such intercreditor agreements as may be reasonably
      requested by holders of Permitted Senior Indebtedness relating to customary
      intercreditor arrangements including, but not limited to, standstill agreements
      and the right to cure defaults under this Note.

    


    13.         
      COMPANY
      REPRESENTATIONS AND WARRANTIES.
      The Company represents and warrants to the Holder as of the Issuance Date as
      follows:

    


    (a) Status.
      The Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power to own its properties and to carry on its business as now being conducted.
      

    


    (b) Authorization.
      This
      Note
      is duly authorized and, upon payment and issuance in accordance with the terms
      hereof, shall be free from all taxes, liens and charges with respect to the
      issuance thereof. This
      Note has been duly executed and delivered by the Company and is a valid and
      binding agreement of the Company enforceable in accordance with its terms,
      subject as to enforceability to general principles of equity and to bankruptcy,
      insolvency, moratorium, and other similar laws affecting the enforcement of
      creditors' rights generally. 

    


    (c) Non-Contravention.
      The execution and delivery of this Note does not and will not conflict with
      or
      result in a breach by the Company of any of the terms or provisions of, or
      constitute a default under (i) the certificate of incorporation or by-laws
      of
      the Company, each as currently in effect, (ii) any indenture, mortgage, deed
      of
      trust, or other material agreement or instrument to which the Company is a
      party
      or give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, or result
      in
      the imposition of any lien, encumbrance, claim, security interest or restriction
      whatsoever upon any of the material properties or assets of the Company or
      any
      subsidiary pursuant to, any agreement, credit facility, debt or other instrument
      (evidencing a Company debt or otherwise) or other understanding to which the
      Company is a party or by which any property or asset of the Company is bound
      or
      affected, or (iii) any existing applicable law, rule, or regulation or any
      applicable decree, judgment, or order of any court, United States federal or
      state regulatory body, administrative agency, or other governmental body having
      jurisdiction over the Company or any of its properties or assets, except in
      the
      case of clauses (ii) and (iii), such conflict, breach or default which would
      not
      have or result in a Material Adverse Effect. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Note to be duly executed as of
      the
      Issuance Date set out above.

    
      	 	 	 
	 	
              MDWERKS,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Howard
              B.
              Katz
	 	
              

              Name: Howard
                B. Katz

            
	 	Title:   Chief
              Executive Officer