REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (the
      “Agreement”), dated this 28th day of September, 2007, is made by and between
      MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER
      FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust
      formed under the laws of the Cayman Islands.

     

    RECITALS

     

    WHEREAS,
      in connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities Purchase Agreement"), the Company
      has agreed, upon the terms and subject to the conditions set forth in the
      Securities Purchase Agreement, to issue and sell to the Purchaser
      (i) shares of the Company's Series B Convertible Preferred Stock, par value
      $0.001 per share (the "Preferred Shares") which will, among other things, be
      convertible into shares of the Company's common stock, par value $0.001 per
      share (the "Common Stock") (as converted, the "Conversions Shares") in
      accordance with the terms of the Preferred Shares, and (ii) warrants (the
      "Warrants") which will be exercisable to purchase a number of shares of Common
      Stock in accordance with the terms of the Warrants (as exercised collectively,
      the "Warrant Shares").

     

    WHEREAS,
      To induce the Purchaser to execute and deliver the Securities Purchase
      Agreement, the Company has agreed to provide certain registration rights to
      the
      Purchaser.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Purchaser hereby agree as
      follows:

     

    1. Definitions.

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    "Advice"
      shall
      have meaning set forth in Section 3(m).

     

    "Affiliate"
      means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, "control,"
      when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of "affiliated,"
      "controlling"
      and
      "controlled"
      have
      meanings correlative to the foregoing.

     

    "Board"
      shall
      have meaning set forth in Section 3(n).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    "Business
      Day"
      means
      any day except Saturday, Sunday and any day which shall be a legal holiday
      or a
      day on which banking institutions in the state of New York generally are
      authorized or required by law or other government actions to close.

     

    "Closing
      Date"
      means
      the date of the closing of the purchase and sale of the Preferred Shares and
      the
      Warrants pursuant to the Purchase Agreement.

     

    "Commission"
      means
      the Securities and Exchange Commission.

     

    "Common
      Stock"
      means
      the Company's Common Stock, par value $0.001 per share.

     

    "Effectiveness
      Date"
      means,
      subject to Section 2(b) hereof, with respect to the Registration Statement
      the
      earlier of (A) the four hundred eighty-fifth (485th)
      day
      following the Closing Date or (B) the
      date
      which is within five (5) Business Days after the date on which the Commission
      informs the Company (i) that the Commission will not review the Registration
      Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of the Registration
      Statement and the Company makes such request; provided that,
      if the
      Effectiveness Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Effectiveness Date shall be the following Business Day.

     

    "Effectiveness
      Period"
      shall
      have the meaning set forth in Section 2.

     

    "Event"
      shall
      have the meaning set forth in Section 7(e).

     

    "Event
      Date"
      shall
      have the meaning set forth in Section 7(e).

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    "Filing
      Date"
      means,
      subject to Section 2(b) hereof, the three hundred sixty-fifth (365th)
      day
      following the intial Closing Date;
      provided that,
      if the
      Filing Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Filing Date shall be the following Business Day. 

     

    "Holder"
      or
      "Holders"
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    "Indemnified
      Party"
      shall
      have the meaning set forth in Section 5(c).

     

    "Indemnifying
      Party"
      shall
      have the meaning set forth in Section 5(c).

     

    "Losses"
      shall
      have the meaning set forth in Section 5(a).

     

    "Person"
      means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    
      
         

      

      
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    "Prospectus"
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

     

    "Registrable
      Securities”
      means
      (i) the shares of Common Stock issuable upon conversion of the Preferred Shares,
      including any dividends paid thereon, and (ii) the shares of Common Stock
      issuable upon exercise of the Warrants.

     

    "Registration
      Statement"
      means
      the registration statements and any additional registration statements
      contemplated by Section 2, including (in each case) the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference in such registration statement.

     

    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      158"
      means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

     

    "Special
      Counsel"
      means
      the counsel identified by Holders to the Company, for which the Holders will
      be
      reimbursed by the Company pursuant to Section 4.

     

    "Warrants"
      means
      the warrants to purchase shares of Common Stock issued to the Purchaser pursuant
      to the Purchase Agreement.

     

    2. Resale
      Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a "resale" Registration Statement providing for the resale of all Registrable
      Securities for an offering to be made on a continuous basis pursuant to Rule
      415. The Registration Statement shall be on Form SB-2 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      SB-2, in which case such registration shall be on another appropriate form
      in
      accordance herewith and with the Securities Act and the rules promulgated
      thereunder). Such Registration Statement shall cover to the extent allowable
      under the Securities Act and the rules promulgated thereunder (including Rule
      416), such indeterminate number of additional shares of Common Stock resulting
      from stock splits, stock dividends or similar transactions with respect to
      the
      Registrable Securities. The Company shall (i) not permit any securities other
      than the Registrable Securities to be included in the Registration Statement
      and
      (ii) use its commercially reasonable best efforts to cause the Registration
      Statement to be declared effective under the Securities Act on or before the
      Effectiveness Date, and subject to the terms of this Agreement, including,
      but
      not limited to Section 3(n) hereof, to keep such Registration Statement
      continuously effective under the Securities Act until such date as is the
      earlier of (x) the date when all Registrable Securities covered by such
      Registration Statement have been sold or (y) the date on which the Registrable
      Securities may be sold without any restriction pursuant to Rule 144(k) as
      determined by the counsel to the Company pursuant to a written opinion letter,
      addressed to the Company's transfer agent to such effect (the "Effectiveness
      Period").
      The
      Company shall request that the effective time of the Registration Statement
      is
      4:00 p.m. Eastern Time on the effective date. If at any time and for any reason,
      an additional Registration Statement is required to be filed because at such
      time the actual number of shares of Common Stock into which the Preferred Shares
      are convertible and the Warrants are exercisable plus the number of shares
      of
      Common Stock exceeds the number of shares of Registrable Securities remaining
      under the Registration Statement or the period of time for which the
      Registration Statement may remain effective under the rules of the Commission
      has expired, the Company shall have twenty (20) Business Days after the
      occurrence of either such event to file an additional Registration Statement,
      and the Company shall use its commercially reasonable best efforts to cause
      such
      additional Registration Statement to be declared effective by the Commission
      as
      soon as possible, but in no event later than one hundred twenty (120) days
      after
      filing.

     

    
      
         

      

      
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    (b) Notwithstanding
      anything to the contrary set forth in this Section 2, in the event the
      Commission does not permit the Company to register all of the Registrable
      Securities in the Registration Statement because of the Commission’s application
      of Rule 415, the Company shall register in the Registration Statement such
      number of Registrable Securities as is permitted by the Commission, provided,
      however, that the number of Registrable Securities to be included in such
      Registration Statement
      or
      any
      subsequent registration statement shall
      be
      determined in the following order: (i) first, the shares of Common Stock
      issuable upon conversion of the Preferred Shares shall be registered on a pro
      rata basis among the holders of the Preferred Shares, and (ii) second, the
      shares of Common Stock issuable upon exercise of the Warrants shall be
      registered on a pro rata basis among the holders of the Warrants.
      In the
      event the Commission does not permit the Company to register all of the
      Registrable Securities in the initial Registration Statement, the Company shall
      use its best efforts to file subsequent Registration Statements to register
      the
      Registrable Securities that were not registered in the initial Registration
      Statement as promptly as possible and in a manner permitted by the Commission.
      For purposes of this Section 2(b), “Filing Date” means with respect to each
      subsequent Registration Statement filed pursuant hereto, the later of (i) sixty
      (60) days following the sale of substantially all of the Registrable Securities
      included in the initial Registration Statement or any subsequent Registration
      Statement and (ii) six (6) months following the effective date of the initial
      Registration Statement or any subsequent Registration Statement, as applicable,
      or such earlier date as permitted by the Commission. For purposes of this
      Section 2(b), “Effectiveness Date” means with respect to each subsequent
      Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth
      (90th)
      day
      following the filing date of such Registration Statement (or in the event such
      Registration Statement receives a “full review” by the Commission, the one
      hundred twentieth (120th)
      day
      following such filing date) or (B) the date which is within three (3) Business
      Days after the date on which the Commission informs the Company (i) that the
      Commission will not review such Registration Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of such Registration
      Statement and the Company makes such request; provided that, if the
      Effectiveness Date falls on a Saturday, Sunday or any other day which shall
      be a
      legal holiday or a day on which the Commission is authorized or required by
      law
      or other government actions to close, the Effectiveness Date shall be the
      following Business Day. 

     

    
      
         

      

      
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    3. Registration
      Procedures.

     

      In
      connection with the Company's registration obligations hereunder, the Company
      shall: 

     

      (a)
       Prepare
      and file with the Commission, on or prior to the Filing Date, a Registration
      Statement on Form SB-2 (or if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form SB-2 such registration shall be on
      another appropriate form in accordance herewith and the Securities Act and
      the
      rules promulgated thereunder) in accordance with the plan of distribution as
      set
      forth on Exhibit
      A
      hereto
      and in accordance with applicable law, and cause the Registration Statement
      to
      become effective and remain effective as provided herein; provided,
      however,
      that
      not less than three (3) Business Days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders and any Special Counsel, copies of
      all
      such documents proposed to be filed, which documents will be subject to the
      review of such Holders and such Special Counsel, and (ii) cause its officers
      and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of Special
      Counsel, to conduct a reasonable review of such documents. The Company shall
      not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities or any Special Counsel shall reasonably object in writing within
      three (3) Business Days of their receipt thereof.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary in order to register for
      resale under the Securities Act all of the Registrable Securities; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as possible, but in no event later than ten (10)
      Business Days, to any comments received from the Commission with respect to
      the
      Registration Statement or any amendment thereto and as promptly as possible
      provide the Holders true and complete copies of all correspondence from and
      to
      the Commission relating to the Registration Statement; (iv) file the final
      prospectus pursuant to Rule 424 of the Securities Act no later than 9:00 a.m.
      Eastern Time on the Business Day following the date the Registration Statement
      is declared effective by the Commission; and (v) comply in all material respects
      with the provisions of the Securities Act and the Exchange Act with respect
      to
      the disposition of all Registrable Securities covered by the Registration
      Statement during the Effectiveness Period in accordance with the intended
      methods of disposition by the Holders thereof set forth in the Registration
      Statement as so amended or in such Prospectus as so supplemented.

     

    
      
         

      

      
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    (c) Notify
      the Holders of Registrable Securities and any Special Counsel as promptly as
      possible (and, in the case of (i)(A) below, not less than three (3) Business
      Days prior to such filing, and in the case of (iii) below, on the same day
      of
      receipt by the Company of such notice from the Commission) and (if requested
      by
      any such Person) confirm such notice in writing no later than one (1) Business
      Day following the day (i)(A) when a Prospectus or any Prospectus supplement
      or
      post-effective amendment to the Registration Statement is filed; (B) when the
      Commission notifies the Company whether there will be a "review" of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement and (C) with respect to the Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to the Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation or threatening of any
      Proceedings for that purpose; (iv) of the receipt by the Company of any written
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or receipt by the Company of any written notification of the
      initiation of any Proceeding for such purpose; and (v) of the occurrence of
      any
      event that makes any statement made in the Registration Statement or Prospectus
      or any document incorporated or deemed to be incorporated therein by reference
      untrue in any material respect or that requires any revisions to the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading.

     

      (d) Use
      its
      commercially reasonable best efforts to obtain the withdrawal of, as promptly
      as
      possible, (i) any order suspending the effectiveness of the Registration
      Statement or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities
      for sale in any jurisdiction.

     

    (e) If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or
      post-effective amendment to the Registration Statement such information as
      the
      Company reasonably agrees should be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment as soon
      as practicable after the Company has received notification of the matters to
      be
      incorporated in such Prospectus supplement or post-effective
      amendment.

     

    (f) If
      requested by any Holder, furnish to such Holder and any Special Counsel, without
      charge, at least one conformed copy of each Registration Statement and each
      amendment thereto, including financial statements and schedules, all documents
      incorporated or deemed to be incorporated therein by reference, and all exhibits
      to the extent requested by such Person (including those previously furnished
      or
      incorporated by reference) promptly after the filing of such documents with
      the
      Commission.

     

    
      
         

      

      
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    (g) Promptly
      deliver to each Holder and any Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
      to the use of such Prospectus and each amendment or supplement thereto by each
      of the selling Holders in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

     

    (h) Prior
      to
      any public offering of Registrable Securities, use its commercially reasonable
      best efforts to register or qualify or cooperate with the selling Holders and
      any Special Counsel in connection with the registration or qualification (or
      exemption from such registration or qualification) of such Registrable
      Securities for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Holder requests in writing, to
      keep each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by a Registration Statement; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

     

      (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by the
      Purchase Agreement and applicable federal and state securities laws, shall
      be
      free of all restrictive legends, and to enable such Registrable Securities
      to be
      in such denominations and registered in such names as any Holder may request
      in
      connection with any sale of Registrable Securities.

     

    (j) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading.

     

    (k) Use
      its
      commercially reasonable best efforts to cause all Registrable Securities
      relating to the Registration Statement to be listed or quoted on the OTC
      Bulletin Board or any other securities exchange, quotation system or market,
      if
      any, on which similar securities issued by the Company are then listed or traded
      as and when required pursuant to the Purchase Agreement.

     

    
      
         

      

      
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    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders all documents
      filed or required to be filed with the Commission. 

     

    (m) The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in the Registration Statement, Prospectus,
      or
      any amendment or supplement thereto, and the Company may exclude from such
      registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.

     

    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

     

    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under the Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section 3(g)
      and
      notice from the Company that the Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

     

    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n), such Holder
      will forthwith discontinue disposition of such Registrable Securities under
      the
      Registration Statement until such Holder's receipt of the copies of the
      supplemented Prospectus and/or amended Registration Statement contemplated
      by
      Section 3(j), or until it is advised in writing (the "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

     

    (n) If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the "Board")
      determines not to be in the Company's best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company's best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to the Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-QSB and 10-KSB, then the
      Company may (x) postpone or suspend filing of a registration statement for
      a
      period not to exceed forty-five (45) consecutive days or (y) postpone or suspend
      effectiveness of a registration statement for a period not to exceed thirty
      (30)
      consecutive days; provided that the Company may not postpone or suspend
      effectiveness of a registration statement under this Section 3(n) for more
      than
      sixty (60) days in the aggregate during any three hundred sixty (360) day
      period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive thirty (30)
      day periods arising out of the same set of facts, circumstances or transactions;
      further,
      provided that,
      if a
      Registration Statement is declared effective by the Commission prior to its
      Effectiveness Date, the Company may postpone or suspend effectiveness of a
      registration statement for an unlimited period from the date of effectiveness
      for such Registration Statement until the required Effectiveness Date for such
      Registration Statement if the Company, in good faith, determines a material
      event necessitates such suspension.

     

    
      
         

      

      
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    4. Registration
      Expenses.

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not the Registration Statement is filed or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the Registration Statement. The fees and expenses referred to in
      the
      foregoing sentence shall include, without limitation, (i) all registration
      and
      filing fees (including, without limitation, fees and expenses (A) with respect
      to filings required to be made with the OTC Bulletin Board and
      each
      other securities exchange or market on which Registrable Securities are required
      hereunder to be listed, if any (B) with respect to filing fees required to
      be
      paid to the National Association of Securities Dealers, Inc. and the NASD
      Regulation, Inc. and (C) in compliance with state securities or Blue Sky laws
      (including, without limitation, fees and disbursements of counsel for the
      Holders in connection with Blue Sky qualifications of the Registrable Securities
      and determination of the eligibility of the Registrable Securities for
      investment under the laws of such jurisdictions as the Holders of a majority
      of
      Registrable Securities may designate)), (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable Securities
      and of printing prospectuses if the printing of prospectuses is requested by
      the
      holders of a majority of the Registrable Securities included in the Registration
      Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Company and one Special Counsel for the
      Holders, in the case of the Special Counsel, up to a maximum amount of $3,500,
      (v) Securities Act liability insurance, if the Company so desires such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement, including, without limitation, the Company's independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter or
      comfort letters). In addition, the Company shall be responsible for all of
      its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. The Company shall not be responsible
      for any discounts, commissions, transfer taxes or other similar fees incurred
      by
      the Holders in connection with the sale of the Registrable
      Securities.

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers, investment advisors and employees of each of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys' fees and disbursements) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any violation of securities laws or
      untrue or alleged untrue statement of a material fact contained in the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in the light of
      the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that such untrue statements or omissions are based
      solely upon information regarding such Holder or such other Indemnified Party
      furnished in writing to the Company by such Holder expressly for use therein.
      The Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.

     

    
      
         

      

      
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    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon any untrue statement of a material fact contained in the Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, or arising solely out of or based solely upon any omission
      of a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, to the extent, but only to the extent, that such untrue
      statement or omission is contained in any information so furnished in writing
      by
      such Holder or other Indemnifying Party to the Company specifically for
      inclusion in the Registration Statement or such Prospectus, amendment or
      supplement. Notwithstanding
      anything to the contrary contained herein, each Holder shall be liable under
      this Section 5(b) for only that amount as does not exceed the net proceeds
      to
      such Holder as a result of the sale of Registrable Securities pursuant to such
      Registration Statement.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an "Indemnified
      Party"),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the "Indemnifying
      Party)
      in
      writing, and the Indemnifying Party shall be entitled to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have proximately and materially adversely prejudiced the
      Indemnifying Party.

     

    
      
         

      

      
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    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding; or (3) the named parties to any such Proceeding
      (including any impleaded parties) include both such Indemnified Party and the
      Indemnifying Party, and such parties shall have been advised by counsel that
      a
      conflict of interest is likely to exist if the same counsel were to represent
      such Indemnified Party and the Indemnifying Party (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten (10) Business Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that the Indemnified Party shall reimburse all such fees and expenses to the
      extent it is finally judicially determined that such Indemnified Party is not
      entitled to indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is due but unavailable
      to
      an Indemnified Party because of a failure or refusal of a governmental authority
      to enforce such indemnification in accordance with its terms (by reason of
      public policy or otherwise), then each Indemnifying Party, in lieu of
      indemnifying such Indemnified Party, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such Losses, in such proportion
      as is appropriate to reflect the relative benefits received by the Indemnifying
      Party on the one hand and the Indemnified Party on the other from the offering
      of the Preferred Shares and the Warrants. If, but only if, the allocation
      provided by the foregoing sentence is not permitted by applicable law, the
      allocation of contribution shall be made in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to in the foregoing sentence
      but
      also the relative fault, as applicable, of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the parties'
      relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action, statement or omission. The amount paid or payable by a
      party as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section 5(c), any reasonable attorneys' or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds received by such Holder upon sale of such Holder’s Registrable
      Securities pursuant to the Registration Statement giving rise to such
      contribution obligation.

     

    
      
         

      

      
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    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties pursuant to the law.

     

    6. Rule
      144.

     

    As
      long
      as any Holder owns Preferred Shares, Warrants or Registrable Securities, the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. As long as any Holder owns Preferred Shares, Warrants or Registrable
      Securities, if the Company is not required to file reports pursuant to Section
      13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
      and make publicly available in accordance with Rule 144(c) promulgated under
      the
      Securities Act annual and quarterly financial statements, together with a
      discussion and analysis of such financial statements in form and substance
      substantially similar to those that would otherwise be required to be included
      in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
      as
      any other information required thereby, in the time period that such filings
      would have been required to have been made under the Exchange Act. The Company
      further covenants that it will take such further action as any Holder may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell Conversion Shares and Warrant Shares without registration under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      promulgated under the Securities Act, including providing any legal opinions
      relating to such sale pursuant to Rule 144. Upon the request of any Holder,
      the
      Company shall deliver to such Holder a written certification of a duly
      authorized officer as to whether it has complied with such
      requirements.

     

    
      
         

      

      
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    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.
      The Company and each Holder agree that monetary damages would not
      provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

     

    (b) No
      Inconsistent Agreements.
      Except
      for that certain registration rights agreement by and between the Company and
      Gottbetter Capital Master, Ltd., neither the Company nor any of its subsidiaries
      has, as of the date hereof entered into and currently in effect, nor shall
      the
      Company or any of its subsidiaries, on or after the date of this Agreement,
      enter into any agreement with respect to its securities that is inconsistent
      with the rights granted to the Holders in this Agreement or otherwise conflicts
      with the provisions hereof. Except as disclosed in Schedule
      I
      hereto,
      neither the Company nor any of its subsidiaries has previously entered into
      any
      agreement currently in effect granting any registration rights with respect
      to
      any of its securities to any Person. Without limiting the generality of the
      foregoing, without the written consent of the Holders of a majority of the
      then
      outstanding Registrable Securities, the Company shall not grant to any Person
      the right to request the Company to register any securities of the Company
      under
      the Securities Act unless the rights so granted are subject in all respects
      to
      the prior rights in full of the Holders set forth herein, and are not otherwise
      in conflict with the provisions of this Agreement.

     

    (c) No
      Piggyback on Registrations.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in the
      Registration Statement. Without the consent of the Majority Holders, the Company
      shall not file any other registration statement with the Commission until the
      earlier of: (i) 60 Trading Days following the date that a Registration Statement
      or Registration Statements registering all the Registrable Securities is
      declared effective by the Commission; and (ii) the date the Registrable
      Securities are saleable under Rule 144(k) under the Securities Act; provided
      that this Section shall not prohibit the Company from filing a post effective
      amendment to registration statements that was declared effective prior to the
      date hereof or to a registration statement filed with the Commission on Forms
      S-4 or S-8 or such other form which may be used to register securities issued
      in
      connection with any merger, acquisition or similar transaction.

     

    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement covering (i)
      Conversion Shares or (ii) Warrant Shares, the Company shall determine to prepare
      and file with the Commission a registration statement relating to an offering
      for its own account or the account of others under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, the Company shall send to each holder of
      Registrable Securities written notice of such determination and, if within
      twenty (20) days after receipt of such notice, or within such shorter period
      of
      time as may be specified by the Company in such written notice as may be
      necessary for the Company to comply with its obligations with respect to the
      timing of the filing of such registration statement, any such holder shall
      so
      request in writing, (which request shall specify the Registrable Securities
      intended to be disposed of by the Holders), the Company will cause the
      registration under the Securities Act of all Registrable Securities which the
      Company has been so requested to register by the holder, to the extent requisite
      to permit the disposition of the Registrable Securities so to be registered,
      provided that if at any time after giving written notice of its intention to
      register any securities and prior to the effective date of the registration
      statement filed in connection with such registration, the Company shall
      determine for any reason not to register or to delay registration of such
      securities, the Company may, at its election, give written notice of such
      determination to such holder and, thereupon, (i) in the case of a determination
      not to register, shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration (but not from its obligation
      to
      pay expenses in accordance with Section 4 hereof), and (ii) in the case of
      a
      determination to delay registering, shall be permitted to delay registering
      any
      Registrable Securities being registered pursuant to this Section 7(d) for the
      same period as the delay in registering such other securities. The Company
      shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered; provided,
      however,
      that
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 7(d) that are eligible for sale pursuant to Rule 144(k)
      of the Securities Act. In the case of an underwritten public offering, if the
      managing underwriter(s) or underwriter(s) should reasonably object to the
      inclusion of the Registrable Securities in such registration statement, then
      if
      the Company after consultation with the managing underwriter should reasonably
      determine that the inclusion of such Registrable Securities would materially
      adversely affect the offering contemplated in such registration statement,
      and
      based on such determination recommends inclusion in such registration statement
      of fewer or none of the Registrable Securities of the Holders, then (x) the
      number of Registrable Securities of the Holders included in such registration
      statement shall be reduced pro-rata among such Holders (based
      upon the number of Registrable Securities requested to be included in the
      registration), if the Company after consultation with the underwriter(s)
      recommends the inclusion of fewer Registrable Securities, or (y) none of the
      Registrable Securities of the Holders shall be included in such registration
      statement, if the Company after consultation with the underwriter(s) recommends
      the inclusion of none of such Registrable Securities; provided,
      however,
      that if
      securities are being offered for the account of other persons or entities as
      well as the Company, such reduction shall not represent a greater fraction
      of
      the number of Registrable securities intended to be offered by the Holders
      than
      the fraction of similar reductions imposed on such other persons or entities
      (other than the Company).

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (e) Failure
      to File Registration Statement and Other Events.
      The
      Company agrees that the Holders will suffer damages if the Registration
      Statement is not filed on or prior to the Filing Date and not declared effective
      by the Commission on or prior to the Effectiveness Date and maintained in the
      manner contemplated herein during the Effectiveness Period or if certain other
      events occur. The Company and the Holders further agree that it would not be
      feasible to ascertain the extent of such damages with precision. Accordingly,
      if
      (A) the Registration Statement is not filed on or prior to the Filing Date,
      or
      (B) the Registration Statement is not declared effective by the Commission
      on or
      prior to the Effectiveness Date, or (C) the Company fails to file with the
      Commission a request for acceleration in accordance with Rule 461 promulgated
      under the Securities Act within five (5) Business Days of the date that the
      Company is notified (orally or in writing, whichever is earlier) by the
      Commission that a Registration Statement will not be "reviewed," or not subject
      to further review, or (D) the Registration Statement is filed with and declared
      effective by the Commission but thereafter ceases to be effective as to all
      Registrable Securities at any time prior to the expiration of the Effectiveness
      Period, without being succeeded immediately by a subsequent Registration
      Statement filed with and declared effective by the Commission, or (E) the
      Company has breached Section 3(n) hereof, or (F) trading in the Common Stock
      shall be suspended or if the Common Stock is no longer quoted on or delisted
      from the principal exchange on which the Common Stock is then traded for any
      reason for more than three (3) Business Days in the aggregate (any such failure
      or breach being referred to as an "Event,"
      and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clause (C) the date on which such five (5) Business Day period
      is
      exceeded, or for purposes of clause (D) after more than fifteen (15) Business
      Days, or for purposes of clause (F) the date on which such three (3) Business
      Day period is exceeded, being referred to as "Event
      Date"),
      the
      Company shall pay an amount as liquidated damages to each Holder, payable in
      cash, equal to two percent (2.0%) of the aggregate stated value of the Preferred
      Shares then held by such Holder for each calendar month or portion thereof
      thereafter from the Event Date until the applicable Event is cured; provided,
      however,
      that in
      no event shall the amount of liquidated damages payable at any time and from
      time to time to any Holder pursuant to this Section 7(e) exceed an aggregate
      of
      fifteen percent (15%) of the aggregate stated value of the Preferred Shares
      then
      held by such Holder; and provided,
      further,
      that in
      the event the Commission does not permit all of the Registrable Securities
      to be
      included in the Registration Statement because of its application of Rule 415,
      liquidated damages payable pursuant to clause (B) above shall be payable by
      the
      Company based on two percent (2%) of the aggregate stated value of the Preferred
      Shares then held by such Holder that corresponds to the number of such Holder’s
      Registrable Securities permitted to be registered by the Commission pursuant
      to
      Rule 415.
      Notwithstanding anything to the contrary in this paragraph (e), if (a) any
      of
      the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred,
      (b) on or prior to the applicable Event Date, the Company shall have exercised
      its rights under Section 3(n) hereof and (c) the postponement or suspension
      permitted pursuant to such Section 3(n) shall remain effective as of such
      applicable Event Date, then the applicable Event Date shall be deemed instead
      to
      occur on the second Business Day following the termination of such postponement
      or suspension. Liquidated damages payable by the Company pursuant to this
      Section 7(e) shall be payable on the first (1st)
      Business Day of each thirty (30) day period following the Event Date.
      Notwithstanding anything to the contrary contained herein, in no event shall
      any
      liquidated damages be payable with respect to the Warrants or the Warrant
      Shares. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of more than fifty percent (50%) of the
      Registrable Securities outstanding. 

     

    (g) Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be made in accordance with the terms of the Purchase
      Agreement.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. Each Purchaser may assign its rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (i) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person of
      all
      or a portion of
      the
      Preferred Shares or the Registrable Securities if: (i) the Holder agrees in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company within a reasonable time after such
      assignment, (ii) the Company is, within a reasonable time after such transfer
      or
      assignment, furnished with written notice of (a) the name and address of such
      transferee or assignee, and (b) the securities with respect to which such
      registration rights are being transferred or assigned, (iii) following such
      transfer or assignment the further disposition of such securities by the
      transferee or assignees is restricted under the Securities Act and applicable
      state securities laws, (iv) at or before the time the Company receives the
      written notice contemplated by clause (ii) of this Section, the transferee
      or
      assignee agrees in writing with the Company to be bound by all of the provisions
      of this Agreement, and (v) such transfer shall have been made in accordance
      with
      the applicable requirements of the Purchase Agreement. The rights to assignment
      shall apply to the Holders (and to subsequent) successors and assigns.


     

    (j) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid binding obligation of the party executing (or
      on
      whose behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

     

    (k) Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be drafted. The
      Company and the Holders agree that venue for any dispute arising under this
      Agreement will lie exclusively in the state or federal courts located in New
      York County, New York, and the parties irrevocably waive any right to raise
      forum non conveniens or any other argument that New York is not the proper
      venue. The Company and the Holders irrevocably consent to personal jurisdiction
      in the state and federal courts of the state of New York. The Company and the
      Holders consent to process being served in any such suit, action or proceeding
      by mailing a copy thereof to such party at the address in effect for notices
      to
      it under this Agreement and agrees that such service shall constitute good
      and
      sufficient service of process and notice thereof. Nothing in this Section 7(k)
      shall affect or limit any right to serve process in any other manner permitted
      by law. The Company and the Holders hereby agree that the prevailing party
      in
      any suit, action or proceeding arising out of or relating to this Agreement
      or
      the Purchase Agreement, shall be entitled to reimbursement for reasonable legal
      fees from the non-prevailing party. The Company agrees to pay all costs and
      expenses of enforcement of the Transaction Documents, including, without
      limitation, reasonable attorneys' fees and expenses. The parties hereby waive
      all rights to a trial by jury.

     

    
      
         

      

      
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    (l) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (m) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction. It is hereby
      stipulated and declared to
      be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (n) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (o) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      	 	 	 
	 	
              COMPANY:

               

              
                MDWERKS,
                  INC.

              

            
	 
 	 
 	 
 
	
            	     	/s/
              Howard B. Katz
	 	
              

              Name:
                Howard B. Katz

              Title:
                Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              PURCHASER:

               

              
                VICIS
                  CAPITAL MASTER FUND

                By:
                  Vicis Capital LLC

              

            
	 
 	 
 	 
 
	
            	
            	/s/
              Keith W. Hughes
	 	
              

              Name:
                Keith W. Hughes

              Title:
                Chief Financial Officer

            


    

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    Schedule
      I

     

    1. Registration
      rights agreement with Gottbetter Capital Master, Ltd.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    Plan
      of Distribution

     

    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resales by the broker-dealer
                for its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the selling security holders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any of these methods of sale;
                and

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities Act”), if available, rather than under this prospectus. The
      selling security holders have the sole and absolute discretion not to accept
      any
      purchase offer or make any sale of shares if they deem the purchase price to
      be
      unsatisfactory at any particular time.

     

    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

     

    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents and any profit
      on
      the resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

     

    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

     

    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

     

    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur. 

    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.

     

    
      
         

      

      
        21