GUARANTOR
      SECURITY AGREEMENT

     

    THIS
      GUARANTOR SECURITY AGREEMENT (this “Security
      Agreement”)
      is
      made as of September 28, 2007, by and between XENI FINANCIAL SERVICES, CORP.,
      a
      Florida corporation (“Debtor”),
      and
      VICIS CAPITAL MASTER FUND (“Vicis”),
      a
      series
      of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman
      Islands.

     

    RECITALS

     

    A. Debtor
      is
      an indirect wholly-owned subsidiary of MDWERKS, INC., a Delaware corporation
      (“Issuer”).

     

    B. Pursuant
      to a Securities Purchase Agreement of even date herewith by and between Vicis
      and Issuer (as amended or modified from time to time, the “Securities
      Purchase Agreement”),
      Issuer has issued to Vicis and Vicis has purchased from Issuer $2,000,000 in
      shares of the Issuer’s Series B Convertible Preferred Stock, par value $.001 per
      share (the “Preferred
      Shares”).

     

    C. It
      is a
      condition precedent to Vicis’s acquisition of the Preferred Shares that the
      Debtor execute and deliver to Vicis a security agreement in the form hereof
      to
      secure its obligations,
      covenants and agreements contained in its Guaranty, dated of even date herewith,
      in favor of Vicis.
      This is
      the Guarantor Security Agreement referred to in the Securities Purchase
      Agreement.

     

    AGREEMENTS

     

    In
      consideration of the Recitals and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees
      with Vicis as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Capitalized
      terms used herein but not defined herein shall have the respective meanings
      given to them in the Securities Purchase Agreement. Terms not otherwise defined
      herein and defined in the UCC shall have, unless the context otherwise requires,
      the meanings set forth in the UCC as in effect on the date hereof (except that
      the term “document” shall only have the meaning set forth in the UCC for
      purposes of clause (d) of the definition of Collateral). When used in this
      Security Agreement, the following terms shall have the following
      meanings:

     

    Accounts.
      “Accounts” shall mean all accounts, including without limitation all rights to
      payment for goods sold or services rendered that are not evidenced by
      instruments or chattel paper, whether or not earned by performance, and any
      associated rights thereto.

     

    Collateral.
      “Collateral” shall mean, subject to any limitations or qualifications set forth
      in this definition or in Section 2.1 hereof, all personal properties and assets
      of Debtor, wherever located, whether tangible or intangible, and whether now
      owned or hereafter acquired or arising, including without
      limitation:

     

    (a) all
      Inventory and documents relating to Inventory;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) [intentionally
      omitted];

     

    (c) all
      equipment, fixtures and other goods, including without limitation machinery,
      furniture and trade fixtures;

     

    (d) all
      general intangibles (including without limitation, software, customer lists,
      sales records and other business records, and licenses, permits, franchises,
      patents, copyrights, trademarks, and goodwill of the business in which the
      trademark is used, trade names, or rights to any of the foregoing), promissory
      notes, chattel paper, documents, letter-of-credit rights and
      instruments;

     

    (e) [intentionally
      omitted];

     

    (f) (i)
      all
      deposit accounts and (ii) all cash and cash equivalents deposited with or
      delivered to Vicis from time to time and pledged as additional security for
      the
      Obligations;

     

    (g) all
      investment property;

     

    (h) all
      commercial tort claims; and

     

    (i) all
      additions and accessions to, all spare and repair parts, special tools,
      equipment and replacements for, and all supporting obligations, proceeds and
      products of, any and all of the foregoing assets described in Sections (a)
      through (h), inclusive, above.

     

    Notwithstanding
      the foregoing, “Collateral” shall not include and expressly excludes (i) any
      general intangibles or other rights arising under any contracts, instruments,
      licenses or other documents to the extent that the grant of a lien or the
      Security Interest therein would (A) result in a breach of the terms of, or
      constitute a default under, such contract, instrument, license, agreement or
      other document (other than to the extent that any such term
      would be
      rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or
      any
      successor provision of the UCC of any relevant jurisdiction or other applicable
      law) or (B) give any other party to such contract, instrument, license or other
      document the right to terminate its obligations thereunder pursuant to a valid
      and enforceable provision (including without limitation in connection with
      the
      operation of Section 9-406, 9-407 or 9-408 of the UCC or any other applicable
      law), (ii) any personal property (including motor vehicles) in respect of which
      perfection of a lien or security interest is not either (A) governed by the
      UCC
      or (B) accomplished by appropriate evidence of the lien being recorded in the
      United States Copyright Office or the United States Patent and Trademark Office,
      (iii) any property subject to any pledge agreement, (iv)
      any
      Accounts and documents relating to Accounts; or (v) any payment intangibles,
      contract rights and causes of action.

     

    Event
      of Default.“Event
      of
      Default” shall have the meaning specified in the Securities Purchase
      Agreement.

     

    
      
        
        

      

      
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    Inventory.
      “Inventory” shall mean all inventory, including without limitation all goods
      held for sale, lease or demonstration or to be furnished under contracts of
      service, goods leased to others, trade-ins and repossessions, raw materials,
      work in process and materials used or consumed in Debtor’s business, including,
      without limitation, goods in transit, wheresoever located, whether now owned
      or
      hereafter acquired by Debtor, and shall include such property the sale or other
      disposition of which has given rise to Accounts and which has been returned
      to
      or repossessed or stopped in transit by Debtor.

     

    Obligations.
      “Obligations” shall mean all debts, liabilities, obligations, covenants and
      agreements of Debtor contained in the Guaranty, dated of even date herewith,
      by
      Debtor in favor of Vicis.

     

    Person.
      “Person” shall mean and include an individual, partnership, corporation, trust,
      unincorporated association and any unit, department or agency of
      government.

     

    Security
      Agreement.
      “Security Agreement” shall mean this Guarantor Security Agreement, together with
      the schedules attached hereto, as the same may be amended, supplemented or
      otherwise modified from time to time in accordance with the terms
      hereof.

     

    Security
      Interest.
      “Security Interest” shall mean the security interest of Vicis in the Collateral
      granted by Debtor pursuant to this Security Agreement.

     

    UCC.
      “UCC”
      shall mean the Uniform Commercial Code as adopted in Florida and in effect
      from
      time to time.

     

    ARTICLE
      II

    THE
      SECURITY INTEREST; REPRESENTATIONS AND WARRANTIES

     

    2.1 The
      Security Interest.
      

     

    (a) To
      secure
      the full and complete payment and performance when due (whether at stated
      maturity, by acceleration, or otherwise) of each of the Obligations, Debtor
      hereby grants to Vicis, subject to Section 2.1(b) hereof, a second-priority,
      subordinated security interest in all of Debtor’s right, title and interest in
      and to the Collateral.

     

    (b) Notwithstanding
      Section 2.1(a) above, Vicis hereby agrees that, in the event that Debtor and/or
      any of its subsidiaries should incur any Permitted Senior Indebtedness
in
      accordance with the terms of the Securities Purchase Agreement,
      Vicis,
      at the option or discretion of the lender extending the financing facility
      underlying the Permitted Senior Indebtedness, promptly will release or expressly
      subordinate to such lender Vicis’ Security Interest, if any, in Accounts,
      security interests in client assets, loan documents, reserve accounts and the
      proceeds thereof, in each case to the extent that any of the foregoing secures
      Debtor’s or any of its subsidiaries’ obligations under any Permitted Senior
      Indebtedness.

     

    2.2 Representations
      and Warranties.
      Debtor
      hereby represents and warrants to Vicis that:

     

    (a) The
      records of Debtor with respect to the Collateral are presently located only
      at
      the address(es) listed on Schedule
      1
      attached
      to this Security Agreement.

     

    
      
        
        

      

      
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    (b) The
      Collateral is presently located only at the location(s) listed on Schedule 1
      attached
      to this Security Agreement.

     

    (c) The
      chief
      executive office and chief place(s) of business of Debtor are presently located
      at the address(es) listed on Schedule
      1
      to this
      Security Agreement.

     

    (d) Debtor
      is
      a Florida corporation, and its exact legal name is set forth in the definition
      of “Debtor” in the introductory paragraph of this Security Agreement. The
      organization identification number of Debtor is listed on Schedule
      1
      to this
      Security Agreement.

     

    (e) All
      of
      Debtor’s present patents and trademarks, if any, including those that have been
      registered with, or for which an application for registration has been filed
      in,
      the United States Patent and Trademark Office are listed on Schedule
      2
      attached
      to this Security Agreement. All of Debtor’s present copyrights registered with,
      or for which an application for registration has been filed in, the United
      States Copyright Office or any similar office or agency of any state or any
      other country are listed on Schedule
      2
      attached
      to this Security Agreement.

     

    (f) Debtor
      has good title to, or valid leasehold interest in, all of the Collateral, and
      there are no Liens on any of the Collateral except Permitted Liens.

     

    2.3 Authorization
      to File Financing Statements.
      Debtor
      hereby irrevocably
      authorizes Vicis at any time and from time to time to file in any UCC
      jurisdiction any initial financing statements and amendments thereto that
      contain any information required by part 5 of Article 9 of the UCC for the
      sufficiency of filing office acceptance of any financing statement or amendment,
      including whether Debtor is an organization, the type of organization and any
      state or federal organization identification number issued to Debtor. Debtor
      agrees to furnish any such information to Vicis promptly upon written request.
      

     

    ARTICLE
      III

    AGREEMENTS
      OF DEBTOR

     

    From
      and
      after the date of this Security Agreement, and until all of the Obligations
      are
      paid in full, Debtor shall:

     

    3.1 Sale
      of Collateral.
      Not
      sell, lease, transfer or otherwise dispose of Collateral or any interest
      therein, except as provided for in the Securities Purchase Agreement and for
      sales of Inventory in the ordinary course of business.

     

    3.2 Maintenance
      of Security Interest.

     

    (a) At
      the
      expense of Debtor, defend the Security Interest against any and all claims
      of
      any Person adverse to Vicis (but only to the extent the claim of such adverse
      Person is subordinate or junior to the interest of Vicis) and take such action
      and execute such financing statements and other documents as Vicis may from
      time
      to time reasonably request in writing to maintain the perfected status of the
      Security Interest. Debtor shall not further encumber or grant a security
      interest in any of the Collateral except as provided for in the Securities
      Purchase Agreement.

     

    
      
        
        

      

      
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    (b) Debtor
      further agrees to take any other commercially reasonable action reasonably
      requested in writing by Vicis to ensure the attachment, perfection and second
      priority of, and the ability of Vicis to enforce its security interest in any
      and all of the Collateral including, without limitation, (i) executing,
      delivering and, where appropriate, filing financing statements and amendments
      relating thereto under the UCC, to the extent, if any, that Debtor’s signature
      thereon is required therefor, (ii) complying with any provision of any statute,
      regulation or treaty of the United States as to any Collateral if compliance
      with such provision is a condition to attachment, perfection or priority of,
      or
      ability of Vicis to enforce, its security interest in such Collateral, (iii)
      taking all actions required by any earlier versions of the UCC (to the extent
      applicable) or by other law, as applicable in any relevant UCC jurisdiction,
      or
      by other law as applicable in any foreign jurisdiction, and (iv) obtaining
      waivers from landlords where any material portion of the tangible Collateral
      is
      located in form and substance reasonably satisfactory to Vicis.

     

    3.3 Locations.
      Give
      Vicis at least thirty (30) days prior written notice of Debtor’s intention to
      relocate the tangible Collateral (other than Inventory in transit) or any of
      the
      records relating to the Collateral from the locations listed on Schedule
      1
      attached
      to this Security Agreement, in which event Schedule
      1
      shall be
      deemed amended to include the new location. Any additional filings or refilings
      requested in writing by Vicis as a result of any such relocation in order to
      maintain the Security Interest in such Collateral shall be at Debtor’s
      expense.

     

    3.4 Insurance.
      Maintain
      insurance (including, without limitation, commercial general liability and
      property insurance) with respect to the Collateral consisting of tangible
      personal property in such amounts, against such risks, in such form and with
      responsible and reputable insurance companies or associations as is required
      by
      any governmental authority having jurisdiction with respect thereto or as is
      carried generally in accordance with sound business practice by companies in
      similar businesses similarly situated. Debtor will obtain lender’s loss payable
      endorsements on applicable insurance policies in favor of Vicis and will provide
      to Vicis certificates of such insurance or copies thereof. Debtor shall use
      commercially reasonable efforts to cause each insurer to agree, by endorsement
      on the policy or policies or certificates of insurance issued by it or by
      independent instrument furnished to Vicis, that such insurer will give thirty
      (30) days written notice to Vicis before such policy will be altered or
      canceled. No settlement of any insurance claim shall be made without Vicis’s
      prior consent, which consent will not be unreasonably withheld, conditioned
      or
      delayed. In the event of any insured loss, Debtor shall promptly notify Vicis
      thereof in writing, and, after an Event of Default shall have occurred and
      be
      continuing, Debtor hereby authorizes and directs any insurer concerned to make
      payment of such loss directly to Vicis as its interest may appear. Vicis is
      authorized, in the name and on behalf of Debtor, to make proof of loss and
      to
      adjust, compromise and collect, in such manner and amounts as it reasonably
      shall determine, all claims under all policies; and Debtor agrees to sign,
      on
      written demand of Vicis, all receipts, vouchers, releases and other instruments
      which may be necessary in aid of this authorization. After an Event of Default
      shall have occurred and be continuing, the proceeds of any insurance from loss,
      theft, or damage to the Collateral shall be held in a segregated account
      established by Vicis and disbursed and applied at the discretion of Vicis,
      either in reduction of the Obligations or applied toward the repair, restoration
      or replacement of the Collateral.

     

    
      
        
        

      

      
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    3.5 Name;
      Legal Status.
      (a)
      Without providing at least 30 days prior written notice to Vicis, Debtor will
      not change its name, its place of business or, if more than one, chief executive
      office, or its mailing address or organizational identification number if it
      has
      one, (b) if Debtor does not have an organizational identification number and
      later obtains one, Debtor shall forthwith notify Vicis of such organizational
      identification number, and (c) Debtor will not change its type of organization
      or jurisdiction of organization.

     

    ARTICLE
      IV

    RIGHTS
      AND REMEDIES

     

    4.1 Right
      to Cure.
      In
      case
      of failure by Debtor after receipt of written notice from Vicis to procure
      or
      maintain insurance, or to pay any fees, assessments, charges or taxes (subject
      to Debtor’s right to contest in good faith, such assessments, charges or taxes)
      arising with respect to the Collateral, Vicis shall have the right, but shall
      not be obligated, to effect such insurance or pay such fees, assessments,
      charges or taxes, as the case may be, and, in that event, the cost thereof
      shall
      be payable by Debtor to Vicis immediately upon demand, together with interest
      at
      an annual rate of 8% from the date of disbursement by Vicis to the date of
      payment by Debtor. If Vicis effects any insurance on behalf of Debtor, Debtor
      thereafter may cancel such insurance so effected after providing Vicis with
      evidence that Debtor has obtained insurance as required by this Security
      Agreement.

     

    4.2 Rights
      of Parties.
      Upon
      the occurrence and during the continuance of an Event of Default, in addition
      to
      all the rights and remedies provided in the Transaction Documents or in
      Article 9 of the UCC and any other applicable law, Vicis may (but is under
      no obligation so to do):

     

    (a) require
      Debtor to assemble the Collateral at a place designated by Vicis, which is
      reasonably convenient to the parties; and

     

    (b) take
      physical possession of Inventory and other tangible Collateral and of Debtor’s
      records pertaining to all Collateral that are necessary to properly administer
      and control the Collateral or the handling and collection of Collateral, and
      sell, lease or otherwise dispose of the Collateral in a commercially reasonable
      manner in whole or in part, at public or private sale, on or off the premises
      of
      Debtor; and

     

    (c) collect
      any and all money due or to become due and enforce in Debtor’s name all rights
      with respect to the Collateral; and

     

    (d) settle,
      adjust or compromise any dispute with respect to any Account; and

     

    (e) receive
      and open mail addressed to Debtor; and

     

    (f) on
      behalf
      of Debtor, endorse checks, notes, drafts, money orders, instruments or other
      evidences of payment.

     

    
      
        
        

      

      
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    4.3 Power
      of Attorney.
      Upon
      the occurrence and during the continuance of an Event of Default, Debtor does
      hereby constitute and appoint Vicis as Debtor’s true and lawful attorney with
      full power of substitution for Debtor in Debtor’s name, place and stead for the
      purposes of performing any obligation of Debtor under this Security Agreement
      and taking any action and executing any instrument which Vicis may deem
      necessary or advisable to perform any obligation of Debtor under this Security
      Agreement, which appointment is irrevocable and coupled with an interest, and
      shall not terminate until the Obligations are paid in full.

     

    4.4 Right
      to Collect Accounts.
      Upon
      the occurrence and during the continuance of an Event of Default, and without
      limiting Debtor’s obligations under the Transaction Documents: (a) Debtor
      authorizes Vicis to notify any and all debtors on the Accounts to make payment
      directly to Vicis (or to such place as Vicis may direct); (b) Debtor agrees,
      on
      written notice from Vicis, to deliver to Vicis promptly after receipt thereof,
      in the form in which received (together with all necessary endorsements), all
      payments received by Debtor on account of any Account; and (c) Vicis may, at
      its
      option, apply all such payments against the Obligations or remit all or part
      of
      such payments to Debtor.

     

    4.5 Reasonable
      Notice.  Written
      notice, when required by law, sent in accordance with the provisions of Section
      12.6 of the Securities Purchase Agreement and given at least ten (10) calendar
      days (counting the day of sending) before the date of a proposed disposition
      of
      the Collateral shall be reasonable notice.

     

    4.6 Limitation
      on Duties Regarding Collateral.  The
      sole duty of Vicis with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9-207 of the
      UCC
      or otherwise, shall be to deal with it in the same manner as Vicis deals with
      similar property for its own account. Neither Vicis nor any of its directors,
      officers, employees or agents, shall be liable for failure to demand, collect
      or
      realize upon any of the Collateral or for any delay in doing so or shall be
      under any obligation to sell or otherwise dispose of any Collateral upon the
      request of Debtor or otherwise.

     

    4.7 Lock
      Box; Collateral Account.
      This
      Section 4.7 shall be effective only upon the occurrence and during the
      continuance of an Event of Default. If Vicis so requests in writing, Debtor
      will
      direct each of its debtors on the Accounts to make payments due under the
      relevant Account or chattel paper directly to a special lock box to be under
      the
      control of Vicis. Debtor hereby authorizes and directs Vicis to deposit into
      a
      special collateral account to be established and maintained by Vicis all checks,
      drafts and cash payments received in said lock box. All deposits in said
      collateral account shall constitute proceeds of Collateral and shall not
      constitute payment of any Obligation until so applied. At its option, Vicis
      may,
      at any time, apply finally collected funds on deposit in said collateral account
      to the payment of the Obligations, in the order of application set forth in
      Section
      4.8,
      or
      permit Debtor to withdraw all or any part of the balance on deposit in said
      collateral account. If a collateral account is so established, Debtor agrees
      that it will promptly deliver to Vicis, for deposit into said collateral
      account, all payments on Accounts and chattel paper received by it. All such
      payments shall be delivered to Vicis in the form received (except for Debtor’s
      endorsement where necessary). Until so deposited, all payments on Accounts
      and
      chattel paper received by Debtor shall be held in trust by Debtor for and as
      the
      property of Vicis and shall not be commingled with any funds or property of
      Debtor.

     

    
      
        
        

      

      
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    4.8 Application
      of Proceeds.
      Vicis
      shall apply the proceeds resulting from any sale or disposition of the
      Collateral in the following order:

     

    (a) to
      the
      reasonable costs of any sale or other disposition;

     

    (b) to
      the
      reasonable expenses incurred by Vicis in connection with any sale or other
      disposition, including attorneys’ fees;

     

    (c) to
      the
      payment of the Obligations then due and owing in any order selected by Vicis
      in
      a commercially reasonable manner; and

     

    (d) to
      Debtor.

     

    4.9 Other
      Remedies.  No
      remedy herein conferred upon Vicis is intended to be exclusive of any other
      remedy, and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given under this Security Agreement and the
      Transaction Documents now or hereafter existing at law or in equity or by
      statute or otherwise. No failure or delay on the part of Vicis in exercising
      any
      right or remedy hereunder shall operate as a waiver thereof nor shall any single
      or partial exercise of any right hereunder preclude other or further exercise
      thereof or the exercise of any other right or remedy.

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.1 Expenses
      and Attorneys’ Fees.
      Debtor
      shall pay all fees and expenses incurred by Vicis, including the reasonable
      fees
      of counsel, in connection with the preparation, administration and amendment
      of
      this Security Agreement and the protection, administration and enforcement
      of
      the rights of Vicis under this Security Agreement or with respect to the
      Collateral, including without limitation the protection and enforcement of
      such
      rights in any bankruptcy.

     

    5.2 Setoff.
      Debtor
      agrees that, upon the occurrence and during the continuance of an Event of
      Default, Vicis shall have all rights of setoff and bankers’ lien provided by
      applicable law.

     

    5.3 Assignability;
      Successors.
      Debtor’s rights and liabilities under this Security Agreement are not assignable
      or delegable, in whole or in part, without the prior written consent of Vicis.
      The provisions of this Security Agreement shall inure to the benefit of and
      be
      binding upon the successors and assigns of the parties.

     

    5.4 Survival.
      All
      agreements, representations and warranties made in this Security Agreement
      or in
      any document delivered pursuant to this Security Agreement shall survive the
      execution and delivery of this Security Agreement, and the delivery of any
      such
      document.

     

    5.5 Governing
      Law.
      This
      Security Agreement shall be governed by, and construed and interpreted in
      accordance with, the laws of the State of New York applicable to contracts
      made
      and wholly performed within such state.

     

    
      
        
        

      

      
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    5.6 Execution;
      Headings.
      This
      Security Agreement may be executed in two or more counterparts, all of which
      when taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and delivered
      to the other party, it being understood that both parties need not sign the
      same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.
      The article and section headings in this Security Agreement are inserted for
      convenience of reference only and shall not constitute a part
      hereof.

     

    5.7 Notices.
      All
      communications or notices required or permitted by this Security Agreement
      shall
      be given to Debtor (to be delivered care of Issuer) in accordance with Section
      12.6 of the Securities Purchase Agreement.

     

    5.8 Amendment.
      No
      amendment of this Security Agreement shall be effective unless in writing and
      signed by Debtor and Vicis.

     

    5.9 Severability.
      Any
      provision of this Security Agreement which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions of this Security Agreement in such jurisdiction or affecting the
      validity or enforceability of any provision in any other
      jurisdiction.

     

    5.10 WAIVER
      OF RIGHT TO JURY TRIAL.
      EACH
      OF
      THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ANY
      CONTROVERSY THAT MAY ARISE UNDER THIS SECURITY AGREEMENT.

     

    5.11 Submission
      to Jurisdiction.
      

     

    (a) EACH
      OF
      THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
      SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
      THE STATE AND COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
      OUT OF OR RELATING TO THIS SECURITY AGREEMENT. EACH OF THE PARTIES TO THIS
      SECURITY AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
      VENUE OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT
      ANY
      SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.

    


    (b) EACH
      OF
      THE PARTIES TO THIS SECURITY AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS
      BY
      NOTICE IN THE MANNER SPECIFIED IN SECTION 12.6 OF THE SECURITIES PURCHASE
      AGREEMENT AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
      OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH
      MANNER. DEBTOR AGREES THAT SERVICE OF PROCESS MAY BE DELIVERED CARE OF
      ISSUER.

     

    (signature
      page follows)

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Guarantor Security Agreement has been executed as of
      the
      day and year first above written.

     

    
      	 	 	 
	 	XENI FINANCIAL SERVICES, CORP.
	 
 	 
 	 
 
	
            	By:  	/s/ 
Howard
              B. Katz 
	 	
              

              Name:
                Howard B. Katz

              Title:
                Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              VICIS CAPITAL MASTER FUND

              By:
                Vicis Capital LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Keith W. Hughes
	 	
              

              Name:
                Keith W. Hughes

              Title:
                Chief Financial Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1 TO SECURITY AGREEMENT

     

    Locations
      of Collateral

     

    Xeni
      Financial Services, Corp. (Florida Corporation)

     

    
      	Organizational ID:	N/A
	 	 
	TIN:	20-2279747


    

     

    Address
      of Debtor’s records of Collateral and chief executive
      office:

    


    1020
      NW
      6th
      Street

    Suite
      I

    Deerfield
      Beach, FL 33442

    


    


    


    Collateral
      Locations:

    


    1020
      NW
      6th
      Street

    Suite
      I

    Deerfield
      Beach, FL 33442

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    SCHEDULE
      2 TO SECURITY AGREEMENT

     

    Intellectual
      Property

     

    Organizational
      ID:

    


    Xeni
      Financial Services, Corp.

    20-2279747

    


    Patents

    


    None

    


    Trademarks

    


    None

    


    Copyrights

    


    None

     

    
      
         

      

      
        11