AMENDMENT,
      CONSENT AND WAIVER

    


    This
      AMENDMENT, CONSENT AND WAIVER (this “Amendment,
      Consent and Waiver”)
      is
      dated as of September 28, 2007, by and among MDWERKS, INC., a Delaware
      corporation (the “Company”),
      XENI
      FINANCIAL SERVICES, CORP., a Florida corporation (“XFS”),
      and
      GOTTBETTER CAPITAL MASTER, LTD., a Cayman Islands company (the “Consenting
      Holder”).

    


    WITNESSETH

    


    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of October 19, 2006 (the
      “Securities
      Purchase Agreement”),
      the
      Consenting Holder purchased (i) Senior Secured Convertible Notes in the
      aggregate principal amount of $5,000,000 (the “Notes”),
      (ii)
      warrants to purchase an aggregate of 375,000 shares of the Company’s common
      stock, $.001 par value per share (the “Common
      Stock”),
      initially at an exercise price of $2.25 per share subject to adjustment (the
      “Series
      D Warrants”),
      and
      (iii) warrants to purchase an aggregate of 375,000 shares of Common Stock
      initially at an exercise price of $3.25 per share subject to adjustment (the
      “Series
      E Warrants”);

    


    WHEREAS,
      defined terms used herein but not otherwise defined herein shall have the
      respective meanings ascribed to such terms in the Securities Purchase
      Agreement;

    


    WHEREAS,
      Section 4(o) of the Securities Purchase Agreement grants the Consenting Holder
      the right of first refusal to purchase additional securities upon a Subsequent
      Placement;

    


    WHEREAS,
      Section 4(s) of the Securities Purchase Agreement requires that the Company
      obtain the Consenting Holder’s prior written consent to, among other things, the
      issuance of additional capital stock;

    


    WHEREAS,
      Section 7 of the Notes provides for adjustment of the Conversion Price (as
      defined in the Notes) upon certain issuances of Common Stock, Options or
      Convertible Securities at a price less than the Applicable Price;

    


    WHEREAS,
      Section 15(c) of the Notes contains a negative covenant regarding the existence
      of Liens (as defined in the Notes);

    


    WHEREAS,
      Section 15(e) of the Notes contains a negative covenant regarding the issuance
      or sale of certain equity securities of the Company;

    


    WHEREAS,
      Section 2(a) of the Warrants provides for adjustment of the exercise price
      and
      number of Warrant Shares (as defined in the Warrants) upon certain issuances
      of
      Common Stock, Options or Convertible Securities at a price less than the
      Applicable Price;

    


    WHEREAS,
      on the date hereof the Company proposes to
      sell
      and issue
      to
      Vicis Capital Master Fund (“Vicis”)
      the
      following securities (collectively, the “Bridge
      Securities”;
      such
      sale and issuance, the “Bridge
      Issuance”):
      (i) 200 shares (the “Preferred
      Shares”)
      of the
      Company’s Series B Convertible Preferred Stock, par value $.001 per share (the
“Series
      B Preferred Stock”);
      (ii) warrants to purchase an aggregate of 1,500,000 shares of Common Stock
      initially at an exercise price of $2.25 per share (the “$2.25
      Warrants”);
      and
      (c) warrants to purchase an aggregate of 1,000,000 shares of Common Stock
      initially at an exercise price of $2.50 per share (the “$2.50
      Warrants”,
      and
      together with the $2.25 Warrants, the “Bridge
      Warrants”);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    WHEREAS,
      on
      the
      date hereof the Company and each of its Subsidiaries propose to
      grant
      second-priority security interests in favor of Vicis in order to secure such
      debtors’ respective obligations in connection with the Bridge Securities and the
      Bridge Issuance, and Vicis proposes to file financing statements reflecting
      such
      security interests; 

    


    WHEREAS,
      the Consenting Holder desires to consent to the Bridge Issuance, to waive any
      rights to purchase any of the Bridge Securities or other securities as part
      of
      or in connection with the Bridge Issuance, and to waive any potential breach
      of
      any covenants that restrict the Company’s ability to issue and sell additional
      securities or that preclude the existence of any Liens in favor of Vicis, to
      the
      extent such breach results from the Bridge Issuance;

    


    WHEREAS,
      the Consenting Holder desires to amend Section 4(o) of the Securities Purchase
      Agreement to limit the number of additional securities the Consenting Holder
      can
      purchase upon certain Subsequent Placements;

    


    WHEREAS,
      Section 1 of the Note, dated October 19, 2006, in the original principal amount
      of $2,500,000 (the “October
      Note”),
      provides that the Company will commence payments of principal under such Note
      on
      October 1, 2007;

    


    WHEREAS,
      Section 1 of the Note, dated November 9, 2006, in the original principal amount
      of $2,500,000 (the “November
      Note”),
      provides that the Company will commence payments of principal under such Note
      on
      November 1, 2007;

    


    WHEREAS,
      the Company has requested that commencement of payment of principal under each
      Note be postponed until February 1, 2008, whereupon the first payment of
      principal under each Note will be due;

    


    WHEREAS,
      the Company has requested that the definition
      of “Excluded Securities”
      set
      forth in the Notes be amended to conform to the definition of such term in
      the
      Bridge Warrants;

    


    WHEREAS,
      the Consenting
      Holder desires to amend and restate each Note to reflect the postponement of
      the
      due dates for the initial payments of principal under each Note, to attach
      as a
      schedule to each Note an appropriate schedule reflecting amended Installment
      Amounts (as defined in each Note) and the proper Installment Dates (as defined
      in each Note), to amend certain definitions as a result of the foregoing
      amendments, to amend the definition
      of “Excluded Securities” so as to conform to the definition of such term in the
      Bridge Warrants and to rectify non-substantive typographical
      errors;

    


    WHEREAS,
      pursuant to a Security Agreement, dated as of October 19, 2006 (the
“Security
      Agreement”),
      the
      Company and the Company’s direct and indirect, wholly-owned subsidiaries,
      including XFS, granted in favor of the Consenting Holder a continuing security
      interest in the Collateral (as defined in the Security Agreement);

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    WHEREAS,
      the Company and XFS have requested that the Consenting Holder release its
      security interest in that portion of the Collateral comprised of Accounts
      (as
      defined in the Security Agreement) and
      documents relating to Accounts, payment intangibles, contract rights and causes
      of action, in each case to the extent granted by XFS (such partial release
      of
      Collateral, the “Partial
      Release”);

    


    WHEREAS,
      the Consenting Holder desires to provide its consent to the Partial Release,
      and
      the parties desire to amend the Security Agreement to reflect the Partial
      Release; and

    


    WHEREAS,
      in consideration for the Consenting Holder’s agreement to this Amendment,
      Consent and Waiver, the Company has agreed to issue to the Consenting Holder
      an
      additional Series D Warrant to purchase an aggregate of 500,000 shares of Common
      Stock initially at an exercise price of $2.25 per share.

    


    NOW,
      THEREFORE, in consideration of the mutual promises of the parties hereto and
      of
      the mutual benefits to be gained by the performance thereof, and for other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledge, the parties hereto hereby agree as follows:

    


    1.  The
      Consenting Holder hereby consents to
      the
      Bridge
      Issuance and, irrevocably and for an unlimited duration, hereby waives (i)
      its
      right to purchase additional securities of the Company upon the Bridge Issuance,
      (ii) any potential breach of covenants that restrict the Company’s ability to
      issue and sell additional securities, to the extent such breach results from
      the
      Bridge Issuance and (iii) any potential breach of covenants that preclude the
      existence of any Liens in favor of other Persons, to the extent such breach
      results from the Liens in favor of Vicis in connection with the Bridge
      Issuance.

    


    2.  Section
      4(o)(iii)(1) of the Securities Purchase Agreement is hereby deleted
      and replaced in its entirety with the following:

    


    “(1) The
      Company shall deliver to each Buyer who still holds Notes a written notice
      (the
“Offer
      Notice”)
      of any
      proposed or intended issuance or sale or exchange (the “Offer”)
      of the
      securities being offered (the “Offered
      Securities”)
      in a
      Subsequent Placement, which Offer Notice shall (w) identify and describe the
      Offered Securities, (x) describe the price and other terms upon which such
      Offered Securities are to be issued, sold or exchanged, and the number or amount
      of the Offered Securities to be issued, sold or exchanged, (y) identify the
      persons or entities (if known) to which or with which the Offered Securities
      are
      to be offered, issued, sold or exchanged and (z) offer to issue and sell to
      or
      exchange with such Buyers on a pro
      rata,
      pari
      passu
      basis
      with Vicis Capital Master Fund (“Vicis”)
      (based
      upon Vicis’s and Buyer’s total initial subscription amounts of $2,000,000 and
      $5,000,000, respectively), collectively, up to 100% of the Offered Securities.
      The Offered Securities that may be purchased by Buyers shall be allocated among
      such Buyers (a) based on each such Buyer’s pro rata portion of the
      aggregate principal amount of Notes purchased hereunder (the “Basic
      Amount”),
      and
      (b) with respect to each such Buyer that elects to purchase its Basic Amount,
      any additional portion of the Offered Securities attributable to the Basic
      Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire
      should the other Buyers subscribe for less than their Basic Amounts (the
“Undersubscription
      Amount”).”

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    3.  The
      Company acknowledges that, as a result of the Bridge Issuance, (i) the
      Conversion Price set forth in the Notes will be adjusted pursuant to, in
      accordance with and to the extent required by Section 7 of the Notes and (ii)
      the exercise price of the Series E Warrants and the number of Warrant Shares
      for
      which such warrants may be exercised will be adjusted pursuant to, in accordance
      with and to the extent required by Section 2(a) of the Warrants, such that
      the
      exercise price of the Series E Warrants will be reduced to $2.25 per share
      subject to further adjustment, and the number of Warrant Shares for which such
      warrants may be exercised will be increased to 541,666 and 2/3 shares subject
      to
      further adjustment.

    


    4.  (a)The
      Consenting Holder hereby agrees that:

    


    	(i)  	
            Section
              1 of each of the Notes shall be amended to indicate that payments of
              principal under the October Note and the November Note will
              commence
              on
              February
              1,
              2008;

          


     

    	(ii)  	
            an
              Installment Schedule in substantially the form attached hereto as
              Exhibit
              A
              will be attached to the October Note;

          


     

    	(iii)  	
            an
              Installment Schedule in substantially the form attached hereto as
              Exhibit
              B
              will be attached to the November Note;

          


     

    	(iv)  	
            the
              definition of “Excluded
              Securities” set forth in Section 28(o) of each of the Notes shall be
              deleted and replaced in its entirety with the
              following:

          


     

    “(o) “Excluded
      Securities”
means
      any Common Stock and/or Options, Warrants or other Common Stock Purchase Rights
      (and the Common Stock issuable pursuant to such Options) issued or issuable:
      (i)
      in connection with any Approved Stock Plan up to a maximum of ten percent (10%)
      of the outstanding Common Stock (provided that securities issued in connection
      with an Approved Stock Plan that are outstanding as of September 28, 2007,
      and
      shares of Common Stock issuable pursuant to exercise or conversion of such
      outstanding securities shall not be included for purposes of calculating the
      maximum of ten percent (10%)); (ii) upon conversion or exercise of any Options
      or Convertible Securities which are outstanding on the day immediately preceding
      September 28, 2007, provided that the terms of such Options or Convertible
      Securities are not amended, modified or changed on or after September 28, 2007,
      to lower the conversion or exercise price thereof and so long as the number
      of
      shares of Common Stock underlying such securities is not otherwise increased;
      (iii) shares of Common Stock issued in an underwritten public offering in which
      the gross cash proceeds to the Company (before underwriting discounts,
      commissions and fees) are at least $10,000,000; (iv) Options issued to medical
      practices that are customers of the Company in good standing to acquire up
      to a
      maximum of 250,000 shares of Common Stock per practice with an exercise or
      conversion price at or above the Closing Sale Price on the day of issuance;
      (v)
      up to 250,000 shares of Common Stock (or securities convertible into 250,000
      shares of Common Stock with an exercise or conversion price at or above the
      Closing Sale price on the day of issuance) as consideration for strategic
      acquisitions up to a maximum of 250,000 shares of Common Stock per acquisition;
      (vi) up to 250,000 shares of Common Stock (or securities convertible into
      250,000 shares of Common Stock with an exercise or conversion price at or above
      the Closing Sale Price on the day of issuance) per year to third parties in
      connection with investor relations and public relations efforts of the Company;
      and (vii) shares of Common Stock, Options, or Warrants to be issued to Rodman
      & Renshaw (or their designees) as consideration for securing a line of
      credit or similar financing for the Company or its subsidiaries.”

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    	(v)  	
            the
              definition of “Installment
              Amount” set forth in Section 28(t) of each of the Notes shall be deleted
              and replaced in its entirety with the
              following:

          


    


    “(t) “Installment
      Amount”
means
      with respect to any Installment Date, the lesser of (A) the dollar amount set
      forth in the column entitled “Installment Amount” in the Installment Schedule
      and that corresponds to such Installment Date and (B) the remaining principal
      due hereunder. In the event the Holder shall sell or otherwise transfer any
      portion of this Note, the transferee shall be allocated a pro rata portion
      of
      the each unpaid Installment Amount hereunder.”

    


    	(vi)  	
            the
              following definition of the new defined term “Installment Schedule” shall
              be inserted as Section 28(v) in each of the Notes immediately following
              the definition of “Installment Date”, and all subsequent definitions in
              Section 28 in each of the Notes shall be re-lettered
              accordingly:

          


    


    “(v) “Installment
      Schedule”
means
      the Installment Schedule attached hereto as Schedule
      I.”

    
 

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    (b) The
      Company herewith delivers to the Consenting Holder (i) an Amended and Restated
      Note in substantially the form attached hereto as Exhibit
      C,
      which
      Amended and Restated Note amends, restates and supersedes the original October
      Note, and (ii) an Amended and Restated Note in substantially the form attached
      hereto as Exhibit
      D,
      which
      Amended and Restated Note amends, restates and supersedes the original November
      Note. The Consenting Holder herewith delivers both original Notes to the Company
      for cancellation.

    


    5.  (a)The
      Consenting Holder hereby consents to the Partial Release and herewith delivers
      to the Company a UCC-3 financing statement naming XFS as the debtor and
      reflecting such partial release and otherwise in form suitable for filing with
      the Secretary of State of the State of Florida.

    


    (b) In
      furtherance of Section 5(a) hereof, the Security Agreement is hereby amended
      by
      inserting the following at the end of Section 2 of the Security
      Agreement:

    


    “Notwithstanding
      the foregoing, “Collateral” shall not include and expressly excludes, with
      respect to Grantor Xeni Financial Services, Corp. only, (i)
      any of
      such Grantor’s Accounts and documents relating to Accounts; or (v) any of such
      Grantor’s Payment Intangibles, contract rights and causes of
      action.”

    


    6.  The
      Consenting Holder hereby consents to the execution and delivery by the Company
      of the registration rights agreement delivered to Vicis contemporaneously with
      this Amendment, Consent and Waiver with respect to the Common Stock issuable
      upon the conversion of all or any part of the Preferred Stock or upon the
      exercise of all or any portion of the Bridge Warrants, with such registration
      rights agreement to be in such form as the Company’s Board of Directors
      determines to be reasonable and appropriate. The Consenting Holder hereby
      consents to the Company’s performance of its obligations under such registration
      rights agreement.

    


    7.  Except
      as
      expressly amended hereby, the Securities Purchase Agreement is hereby ratified
      and confirmed in every respect and shall remain in full force and effect in
      accordance with its terms.

    


    8.  In
      consideration for the Consenting Holder’s agreement to this Amendment, Consent
      and Waiver, the Company hereby agrees to issue to the Consenting Holder an
      additional Series D Warrant to purchase an aggregate of 500,000 shares of Common
      Stock initially at an exercise price of $2.25 per share subject to adjustment.
      The Company herewith delivers to the Consenting Holder such additional Series
      D
      Warrant in substantially the form attached hereto as Exhibit
      E.

    


    9.  This
      Amendment, Consent and Waiver shall be construed and enforced in accordance
      with
      the laws of the State of New York.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    10.  This
      Amendment, Consent and Waiver may be executed in one or more counterparts,
      all
      of which shall together constitute a single agreement. A facsimile of an
      executed counterpart signature page shall be deemed to constitute an original
      executed counterpart signature page.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this
      Amendment,
      Consent
      and Waiver as of the day and year first above written.

     

    
      	 	 	 
	 	MDWERKS, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Howard B. Katz
	 	
              

              Name: Howard
                Katz

              Title: Chief
                Executive Officer

            


    

     

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

              Name: Howard
                Katz

              Title: Chief
                Executive Officer

            


    

     

    
      	 	 	 
	 	GOTTBETTER CAPITAL MASTER, LTD.
	 
 	 
 	 
 
	
            	By:  	/s/ Adam S. Gottbetter
	 	
              

              Name:
                Adam S. Gottbetter

              Title:
                Director

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         



    

    EXHIBIT
      A

     

    INSTALLMENT
      SCHEDULE TO OCTOBER NOTE

    


    
      	
              Issue
                Date

            	 	 	 	 	
              10/19/2006

            	 	 	 	 	 	 	 	 	 	 
	
              Face
                Amount

            	 	 	 	
              $

            	
              2,500,000

            	 	 	 	 	 	 	 	 	 	 
	
              Interest
                Rate

            	 	 	 	 	
              8.0

            	
              %

            	 	 	 	 	 	 	 	 	 
	
              Term
                (months)

            	 	 	 	 	
              36

            	 	 	 	 	 	 	 	 	 	 
	
              Principal
                (months)

            	 	

            	 	 	
              25

            	 	 	 	 	 	 	 	 	 	 


    

     

    
      	
               

              Period

            	 	 	
              Installment

              Date

            	
               

            	
               

            	
              Beginning
                Principal

            	
               

            	
               

            	
              Accrued
                Interest

            	
               

            	
               

            	
              Interest
                Due

            	
               

            	
               

            	
              Installment

              Payment

            	
               

            	
               

            	
              Ending
                Principal

            	 
	
              0

            	 	 	
              11/1/2006

            	 	
              $

            	
              2,500,000.00

            	 	
              $

            	
              6,666.67

            	 	
              $

            	
              0.00

            	 	
              $

            	
              0.00

            	 	
              $

            	
              2,500,000.00

            	 
	
              1

            	 	 	
              12/1/2006

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              23,333.33

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              2

            	 	 	
              1/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              3

            	 	 	
              2/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              4

            	 	 	
              3/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              5

            	 	 	
              4/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              6

            	 	 	
              5/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              7

            	 	 	
              6/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              8

            	 	 	
              7/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              9

            	 	 	
              8/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              10

            	 	 	
              9/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              11

            	 	 	
              10/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              12

            	 	 	
              11/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              13

            	 	 	
              12/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              14

            	 	 	
              1/1/2008

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              15

            	 	 	
              2/1/2008

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              113,636.36

            	 	 	
              2,386,363.64

            	 
	
              16

            	 	 	
              3/1/2008

            	 	 	
              2,386,363.64

            	 	 	
              15,909.09

            	 	 	
              15,909.09

            	 	 	
              113,636.36

            	 	 	
              2,272,727.27

            	 
	
              17

            	 	 	
              4/1/2008

            	 	 	
              2,272,727.27

            	 	 	
              15,151.52

            	 	 	
              15,151.52

            	 	 	
              113,636.36

            	 	 	
              2,159,090.91

            	 
	
              18

            	 	 	
              5/1/2008

            	 	 	
              2,159,090.91

            	 	 	
              14,393.94

            	 	 	
              14,393.94

            	 	 	
              113,636.36

            	 	 	
              2,045,454.55

            	 
	
              19

            	 	 	
              6/1/2008

            	 	 	
              2,045,454.55

            	 	 	
              13,636.36

            	 	 	
              13,636.36

            	 	 	
              113,636.36

            	 	 	
              1,931,818.18

            	 
	
              20

            	 	 	
              7/1/2008

            	 	 	
              1,931,818.18

            	 	 	
              12,878.79

            	 	 	
              12,878.79

            	 	 	
              113,636.36

            	 	 	
              1,818,181.82

            	 
	
              21

            	 	 	
              8/1/2008

            	 	 	
              1,818,181.82

            	 	 	
              12,121.21

            	 	 	
              12,121.21

            	 	 	
              113,636.36

            	 	 	
              1,704,545.45

            	 
	
              22

            	 	 	
              9/1/2008

            	 	 	
              1,704,545.45

            	 	 	
              11,363.64

            	 	 	
              11,363.64

            	 	 	
              113,636.36

            	 	 	
              1,590,909.09

            	 
	
              23

            	 	 	
              10/1/2008

            	 	 	
              1,590,909.09

            	 	 	
              10,606.06

            	 	 	
              10,606.06

            	 	 	
              113,636.36

            	 	 	
              1,477,272.73

            	 
	
              24

            	 	 	
              11/1/2008

            	 	 	
              1,477,272.73

            	 	 	
              9,848.48

            	 	 	
              9,848.48

            	 	 	
              113,636.36

            	 	 	
              1,363,636.36

            	 
	
              25

            	 	 	
              12/1/2008

            	 	 	
              1,363,636.36

            	 	 	
              9,090.91

            	 	 	
              9,090.91

            	 	 	
              113,636.36

            	 	 	
              1,250,000.00

            	 
	
              26

            	 	 	
              1/1/2009

            	 	 	
              1,250,000.00

            	 	 	
              8,333.33

            	 	 	
              8,333.33

            	 	 	
              113,636.36

            	 	 	
              1,136,363.64

            	 
	
              27

            	 	 	
              2/1/2009

            	 	 	
              1,136,363.64

            	 	 	
              7,575.76

            	 	 	
              7,575.76

            	 	 	
              113,636.36

            	 	 	
              1,022,727.27

            	 
	
              28

            	 	 	
              3/1/2009

            	 	 	
              1,022,727.27

            	 	 	
              6,818.18

            	 	 	
              6,818.18

            	 	 	
              113,636.36

            	 	 	
              909,090.91

            	 
	
              29

            	 	 	
              4/1/2009

            	 	 	
              909,090.91

            	 	 	
              6,060.61

            	 	 	
              6,060.61

            	 	 	
              113,636.36

            	 	 	
              795,454.55

            	 
	
              30

            	 	 	
              5/1/2009

            	 	 	
              795,454.55

            	 	 	
              5,303.03

            	 	 	
              5,303.03

            	 	 	
              113,636.36

            	 	 	
              681,818.18

            	 


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
               

              Period

            	 	 	
              Installment

              Date

            	
               

            	
               

            	
              Beginning
                Principal

            	
               

            	
               

            	
              Accrued
                Interest

            	
               

            	
               

            	
              Interest
                Due

            	
               

            	
               

            	
              Installment

              Payment

            	
               

            	
               

            	
              Ending
                Principal

            	 
	
              31

            	 	 	
              6/1/2009

            	 	 	
              681,818.18

            	 	 	
              4,545.45

            	 	 	
              4,545.45

            	 	 	
              113,636.36

            	 	 	
              568,181.82

            	 
	
              32

            	 	 	
              7/1/2009

            	 	 	
              568,181.82

            	 	 	
              3,787.88

            	 	 	
              3,787.88

            	 	 	
              113,636.36

            	 	 	
              454,545.45

            	 
	
              33

            	 	 	
              8/1/2009

            	 	 	
              454,545.45

            	 	 	
              3,030.30

            	 	 	
              3,030.30

            	 	 	
              113,636.36

            	 	 	
              340,909.09

            	 
	
              34

            	 	 	
              9/1/2009

            	 	 	
              340,909.09

            	 	 	
              2,272.73

            	 	 	
              2,272.73

            	 	 	
              113,636.36

            	 	 	
              227,272.73

            	 
	
              35

            	 	 	
              10/1/2009

            	 	 	
              227,272.73

            	 	 	
              1,515.15

            	 	 	
              1,515.15

            	 	 	
              113,636.36

            	 	 	
              113,636.36

            	 
	
              36

            	 	 	
              10/18/2009

            	 	 	
              113,636.36

            	 	 	
              454.55

            	 	 	
              454.55

            	 	 	
              113,636.36

            	 	 	
              0.00

            	 


    

    
       

      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    INSTALLMENT
      SCHEDULE TO NOVEMBER NOTE


    


    
      	
              Issue
                Date

            	 	 	 	 	
              11/9/2006

            	 	 	 	 	 	 	 	 	 	 
	
              Face
                Amount

            	 	 	 	
              $

            	
              2,500,000

            	 	 	 	 	 	 	 	 	 	 
	
              Interest
                Rate

            	 	 	 	 	
              8.0

            	
              %

            	 	 	 	 	 	 	 	 	 
	
              Term
                (months)

            	 	 	 	 	
              36

            	 	 	 	 	 	 	 	 	 	 
	
              Principal
                (months)

            	 	

            	 	 	
              25

            	 	 	 	 	 	 	 	 	 	 


    

     

    
      	
               

              Period

            	 	 	
              Installment

              Date

            	 	 	
              Beginning
                Principal

            	 	 	
              Accrued
                Interest

            	 	 	
              Interest
                Due

            	 	 	
              Installment

              Payment

            	 	 	
              Ending
                Principal

            	 
	
              0

            	 	 	
              12/1/2006

            	 	
              $

            	
              2,500,000.00

            	 	
              $

            	
              11,666.67

            	 	
              $

            	
              11,666.67

            	 	
              $

            	
              0.00

            	 	
              $

            	
              2,500,000.00

            	 
	
              1

            	 	 	
              1/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              2

            	 	 	
              2/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              3

            	 	 	
              3/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              4

            	 	 	
              4/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              5

            	 	 	
              5/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              6

            	 	 	
              6/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              7

            	 	 	
              7/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              8

            	 	 	
              8/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              9

            	 	 	
              9/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              10

            	 	 	
              10/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              11

            	 	 	
              11/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              12

            	 	 	
              12/1/2007

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              13

            	 	 	
              1/1/2008

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              0.00

            	 	 	
              2,500,000.00

            	 
	
              14

            	 	 	
              2/1/2008

            	 	 	
              2,500,000.00

            	 	 	
              16,666.67

            	 	 	
              16,666.67

            	 	 	
              108,695.65

            	 	 	
              2,391,304.35

            	 
	
              15

            	 	 	
              3/1/2008

            	 	 	
              2,391,304.35

            	 	 	
              15,942.03

            	 	 	
              15,942.03

            	 	 	
              108,695.65

            	 	 	
              2,282,608.70

            	 
	
              16

            	 	 	
              4/1/2008

            	 	 	
              2,282,608.70

            	 	 	
              15,217.39

            	 	 	
              15,217.39

            	 	 	
              108,695.65

            	 	 	
              2,173,913.04

            	 
	
              17

            	 	 	
              5/1/2008

            	 	 	
              2,173,913.04

            	 	 	
              14,492.75

            	 	 	
              14,492.75

            	 	 	
              108,695.65

            	 	 	
              2,065,217.39

            	 
	
              18

            	 	 	
              6/1/2008

            	 	 	
              2,065,217.39

            	 	 	
              13,768.12

            	 	 	
              13,768.12

            	 	 	
              108,695.65

            	 	 	
              1,956,521.74

            	 
	
              19

            	 	 	
              7/1/2008

            	 	 	
              1,956,521.74

            	 	 	
              13,043.48

            	 	 	
              13,043.48

            	 	 	
              108,695.65

            	 	 	
              1,847,826.09

            	 
	
              20

            	 	 	
              8/1/2008

            	 	 	
              1,847,826.09

            	 	 	
              12,318.84

            	 	 	
              12,318.84

            	 	 	
              108,695.65

            	 	 	
              1,739,130.43

            	 
	
              21

            	 	 	
              9/1/2008

            	 	 	
              1,739,130.43

            	 	 	
              11,594.20

            	 	 	
              11,594.20

            	 	 	
              108,695.65

            	 	 	
              1,630,434.78

            	 
	
              22

            	 	 	
              10/1/2008

            	 	 	
              1,630,434.78

            	 	 	
              10,869.57

            	 	 	
              10,869.57

            	 	 	
              108,695.65

            	 	 	
              1,521,739.13

            	 
	
              23

            	 	 	
              11/1/2008

            	 	 	
              1,521,739.13

            	 	 	
              10,144.93

            	 	 	
              10,144.93

            	 	 	
              108,695.65

            	 	 	
              1,413,043.48

            	 
	
              24

            	 	 	
              12/1/2008

            	 	 	
              1,413,043.48

            	 	 	
              9,420.29

            	 	 	
              9,420.29

            	 	 	
              108,695.65

            	 	 	
              1,304,347.83

            	 
	
              25

            	 	 	
              1/1/2009

            	 	 	
              1,304,347.83

            	 	 	
              8,695.65

            	 	 	
              8,695.65

            	 	 	
              108,695.65

            	 	 	
              1,195,652.17

            	 
	
              26

            	 	 	
              2/1/2009

            	 	 	
              1,195,652.17

            	 	 	
              7,971.01

            	 	 	
              7,971.01

            	 	 	
              108,695.65

            	 	 	
              1,086,956.52

            	 
	
              27

            	 	 	
              3/1/2009

            	 	 	
              1,086,956.52

            	 	 	
              7,246.38

            	 	 	
              7,246.38

            	 	 	
              108,695.65

            	 	 	
              978,260.87

            	 
	
              28

            	 	 	
              4/1/2009

            	 	 	
              978,260.87

            	 	 	
              6,521.74

            	 	 	
              6,521.74

            	 	 	
              108,695.65

            	 	 	
              869,565.22

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
               

              Period

            	 	 	
              Installment

              Date

            	 	 	
              Beginning
                Principal

            	 	 	
              Accrued
                Interest

            	 	 	
              Interest
                Due

            	 	 	
              Installment

              Payment

            	 	 	
              Ending
                Principal

            	 
	
              29

            	 	 	
              5/1/2009

            	 	 	
              869,565.22

            	 	 	
              5,797.10

            	 	 	
              5,797.10

            	 	 	
              108,695.65

            	 	 	
              760,869.57

            	 
	
              30

            	 	 	
              6/1/2009

            	 	 	
              760,869.57

            	 	 	
              5,072.46

            	 	 	
              5,072.46

            	 	 	
              108,695.65

            	 	 	
              652,173.91

            	 
	
              31

            	 	 	
              7/1/2009

            	 	 	
              652,173.91

            	 	 	
              4,347.83

            	 	 	
              4,347.83

            	 	 	
              108,695.65

            	 	 	
              543,478.26

            	 
	
              32

            	 	 	
              8/1/2009

            	 	 	
              543,478.26

            	 	 	
              3,623.19

            	 	 	
              3,623.19

            	 	 	
              108,695.65

            	 	 	
              434,782.61

            	 
	
              33

            	 	 	
              9/1/2009

            	 	 	
              434,782.61

            	 	 	
              2,898.55

            	 	 	
              2,898.55

            	 	 	
              108,695.65

            	 	 	
              326,086.96

            	 
	
              34

            	 	 	
              10/1/2009

            	 	 	
              326,086.96

            	 	 	
              2,173.91

            	 	 	
              2,173.91

            	 	 	
              108,695.65

            	 	 	
              217,391.30

            	 
	
              35

            	 	 	
              11/1/2009

            	 	 	
              217,391.30

            	 	 	
              1,449.28

            	 	 	
              1,449.28

            	 	 	
              108,695.65

            	 	 	
              108,695.65

            	 
	
              36

            	 	 	
              11/9/2009

            	 	 	
              108,695.65

            	 	 	
              217.39

            	 	 	
              217.39

            	 	 	
              108,695.65

            	 	 	
              0.00

            	 


    

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    EXHIBIT
      C

     

    FORM
      OF AMENDED AND RESTATED
      OCTOBER NOTE

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EXHIBIT
      D

     

    FORM
      OF AMENDED
      AND RESTATED NOVEMBER NOTE

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    EXHIBIT
      E

     

    FORM
      OF ADDITIONAL SERIES D WARRANT