Table of Contents
EXHIBIT
4.4

MDWERKS, INC.

Warrant No.
                    



CLASS A
WARRANT TO PURCHASE COMMON STOCK


VOID AFTER 5:00
P.M., EASTERN TIME,
 ON THE EXPIRATION DATE

THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘ACT’’), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH
THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

FOR VALUE RECEIVED, MDWERKS, INC., a Delaware
corporation (the ‘‘Company’’), hereby
agrees to sell upon the terms and on the conditions hereinafter set
forth, at any time commencing on the date hereof but no later than 5:00
p.m., Eastern Time, on
                    , 2009 (the
‘‘Expiration Date’’) to
                                                    ,
or registered assigns (the ‘‘Holder’’),
under the terms as hereinafter set forth,
                                                    
(                        ) fully paid
and non-assessable shares of the Company’s Common Stock, par
value $0.001 per share (the ‘‘Warrant
Stock’’), at a purchase price per share of $3.00 (the
‘‘Warrant Price’’), pursuant to this
warrant (this ‘‘Warrant’’). The number of
shares of Warrant Stock to be so issued and the Warrant Price are
subject to adjustment in certain events as hereinafter set forth. The
term ‘‘Common Stock’’ shall mean, when used
herein, unless the context otherwise requires, the stock and other
securities and property at the time receivable upon the exercise of
this Warrant.

This Warrant is one of a series of the
Company’s Warrants to purchase Common Stock (collectively, the
‘‘Warrants’’), issued pursuant to the
Confidential Private Placement Memorandum, dated February
1,  2006 (as supplemented, the
‘‘Memorandum’’).

1.    Exercise of Warrant.

(a) The
Holder may exercise this Warrant according to its terms by surrendering
to the Company at the address set forth in Section 10, this Warrant and
the election to purchase form attached hereto having then been duly
executed by the Holder, accompanied by cash, certified check or bank
draft in payment of the purchase price, in lawful money of the United
States of America, for the number of shares of the Warrant Stock
specified in the subscription form, or as otherwise provided in this
Warrant prior to 5:00 p.m., Eastern Time, on the Expiration
Date.

(b) This Warrant may be exercised in whole or in part so
long as any exercise in part hereof would not involve the issuance of
fractional shares of Warrant Stock. If exercised in part, the Company
shall deliver to the Holder a new Warrant, identical in form, in the
name of the Holder, evidencing the right to purchase the number of
shares of Warrant Stock as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief
Executive Officer or President of the Company. The term Warrant as used
herein shall include any subsequent Warrant issued as provided
herein.

(c) No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants based
upon the fair market value of such fractional shares of Common Stock
(which shall be the closing price of such shares on the exchange or
market on which the Common Stock is then traded) at the time of
exercise of this Warrant.

(d) In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for
the Warrant Stock so purchased, registered in the name of the Holder,
shall be delivered to the Holder 

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within a reasonable time after such rights
shall have been so exercised. The person or entity in whose name any
certificate for the Warrant Stock is issued upon exercise of the rights
represented by this Warrant shall for all purposes be deemed to have
become the holder of record of such shares immediately prior to the
close of business on the date on which the Warrant was surrendered and
payment of the Warrant Price and any applicable taxes was made,
irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the opening of business on
the next succeeding date on which the stock transfer books are open.
Except as provided in Section 4 hereof, the Company shall pay any and
all documentary stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of shares of Common Stock on exercise
of this Warrant.


2.    Disposition of
Warrant Stock and Warrant.


(a)    The Holder hereby
acknowledges that this Warrant and any Warrant Stock purchased pursuant
hereto are not being registered (i) under the Act on the ground that
the issuance of this Warrant is exempt from registration under Section
4(2) of the Act as not involving any public offering or (ii) under any
applicable state securities law because the issuance of this Warrant
does not involve any public offering; and that the Company’s
reliance on the Section 4(2) exemption of the Act and under applicable
state securities laws is predicated in part on the representations
hereby made to the Company by the Holder that it is acquiring this
Warrant and will acquire the Warrant Stock for investment for its own
account, with no present intention of dividing its participation with
others or reselling or otherwise distributing the same, subject,
nevertheless, to any requirement of law that the disposition of its
property shall at all times be within its control.

The Holder
hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or Warrant Stock unless and until it shall first have given
notice to the Company describing such sale or transfer and furnished to
the Company either (i) an opinion, reasonably satisfactory to counsel
for the Company, of counsel (skilled in securities matters, selected by
the Holder and reasonably satisfactory to the Company) to the effect
that the proposed sale or transfer may be made without registration
under the Act and without registration or qualification under any state
law, or (ii) an interpretative letter from the Securities and Exchange
Commission to the effect that no enforcement action will be recommended
if the proposed sale or transfer is made without registration under the
Act.

(b)    If, at the time of issuance of the shares
issuable upon exercise of this Warrant, no registration statement is in
effect with respect to such shares under applicable provisions of the
Act, the Company may at its election require that the Holder provide
the Company with written reconfirmation of the Holder’s
investment intent and that any stock certificate delivered to the
Holder of a surrendered Warrant shall bear legends reading
substantially as
follows:

‘‘TRANSFER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM
THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL
OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS
CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES
THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE
EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH
SHALL HAVE BEEN COMPLIED
WITH.’’

‘‘THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.’’

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In addition, so long as the
foregoing legend may remain on any stock certificate delivered to the
Holder, the Company may maintain appropriate ‘‘stop
transfer’’ orders with respect to such certificates and
the shares represented thereby on its books and records and with those
to whom it may delegate registrar and transfer
functions.


3.    Reservation of
Shares. The Company hereby agrees that at all times there
shall be reserved for issuance upon the exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance
upon exercise of this Warrant. The Company further agrees that all
shares which may be issued upon the exercise of the rights represented
by this Warrant will be duly authorized and will, upon issuance and
against payment of the exercise price, be validly issued, fully paid
and non-assessable, free from all taxes, liens, charges and preemptive
rights with respect to the issuance thereof, other than taxes, if any,
in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and
state securities laws.


4.    Exchange, Transfer
or Assignment of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling
the Holder or Holders thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Upon surrender
of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with
other Warrants that carry the same rights upon presentation hereof at
the office of the Company or at the office of its stock transfer agent,
if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the
Holder hereof.


5.    Capital
Adjustments. This Warrant is subject to the following further
provisions:

(a)    Recapitalization, Reclassification and
Succession. If any recapitalization of the Company or
reclassification of its Common Stock or any merger or consolidation of
the Company into or with a corporation or other business entity, or the
sale or transfer of all or substantially all of the Company’s
assets or of any successor corporation’s assets to any other
corporation or business entity (any such corporation or other business
entity being included within the meaning of the term
‘‘successor corporation’’) shall be
effected, at any time while this Warrant remains outstanding and
unexpired, then, as a condition of such recapitalization,
reclassification, merger, consolidation, sale or transfer, lawful and
adequate provision shall be made whereby the Holder of this Warrant
thereafter shall have the right to receive upon the exercise hereof as
provided in Section 1 and in lieu of the shares of Common Stock
immediately theretofore issuable upon the exercise of this Warrant,
such shares of capital stock, securities or other property as may be
issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of
Common Stock immediately theretofore issuable upon the exercise of this
Warrant had such recapitalization, reclassification, merger,
consolidation, sale or transfer not taken place, and in each such case,
the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this
Warrant after such consummation.

(b)    Subdivision or
Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the number of shares of Warrant Stock purchasable
upon exercise of this Warrant and the Warrant Price shall be
proportionately adjusted.

(c)    Stock Dividends and
Distributions. If the Company at any time while this Warrant is
outstanding and unexpired shall issue or pay the holders of its Common
Stock, or take a record of the holders of its Common Stock for the
purpose of entitling them to receive, a dividend payable in, or other
distribution of, Common Stock, then the number of shares of Warrant
Stock purchasable upon exercise of this Warrant shall be adjusted to
the number of shares of Common Stock that Holder would have owned
immediately following such action had this Warrant been exercised
immediately prior thereto.

(d)    Stock and Rights
Offering to Shareholders. If at any time after the date of
issuance of this Warrant, the Company shall issue or sell, or fix a
record date for the purposes of entitling all holders of 

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its Common Stock to receive, (i) Common Stock
or (ii) rights, options or warrants entitling the holders thereof to
subscribe for or purchase Common Stock (or securities convertible or
exchangeable into or exercisable for Common Stock), in any such case,
at a price per share (or having a conversion, exchange or exercise
price per share) that is less than the closing price per share of the
Company’s Common Stock on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or,
if not listed or traded on any such exchange, on the National Market or
SmallCap Market of the National Association of Securities Dealers
Automated Quotations System (‘‘NASDAQ’’),
or if not listed or traded on any such exchange or system, the average
of the bid and asked price per share on the NASDAQ Over the Counter
Bulletin Board or, if such quotations are not available, the fair
market value per share of the Company’s Common Stock as
reasonably determined by the Board of Directors of the Company (the
‘‘Closing Price’’) on the date of such
issuance or sale or on such record date then, immediately after the
date of such issuance or sale or on such record date, (x) the Warrant
Price shall be adjusted in accordance with Section 5(e), and (y) the
number of shares of Warrant Stock purchasable upon exercise of this
Warrant shall be adjusted to that number determined by multiplying the
number of sales of Warrant Stock purchasable upon exercise of this
Warrant immediately before the date of such issuance or sale or such
record date by a fraction, the denominator of which will be the number
of shares of Common Stock outstanding on such date plus the number of
shares of Common Stock that the aggregate offering price of the total
number of shares so offered for subscription or purchase (or the
aggregate initial conversion price, exchange price or exercise price of
the convertible securities or exchangeable securities or rights,
options or warrants, as the case may be, so offered) would purchase at
such Closing Price, and the numerator of which will be the number of
shares of Common Stock outstanding on such date plus the number of
additional shares of Common Stock offered for subscription or purchase
(or into which the convertible or exchangeable securities or rights,
options or warrants so offered are initially convertible or
exchangeable or exercisable, as the case may be).

If the Company
shall at any time after the date of issuance of this Warrant distribute
to all holders of its Common Stock any shares of capital stock of the
Company (other than Common Stock) or evidences of its indebtedness or
assets (excluding cash dividends or distributions paid from retained
earnings or current year’s or prior year’s earnings of
the Company) or rights or warrants to subscribe for or purchase any of
its securities (excluding those referred to in the immediately
preceding paragraph) (any of the foregoing being hereinafter in this
paragraph called the ‘‘Securities’’), then
in each such case, the Company shall reserve shares or other units of
such securities for distribution to the Holder upon exercise of this
Warrant so that, in addition to the shares of the Common Stock to which
such Holder is entitled, such Holder will receive upon such exercise
the amount and kind of such Securities which such Holder would have
received if the Holder had, immediately prior to the record date for
the distribution of the Securities, exercised this
Warrant.

(e)    Warrant Price Adjustment. Whenever
the number of shares of Warrant Stock purchasable upon exercise of this
Warrant is adjusted, as herein provided, the Warrant Price payable upon
the exercise of this Warrant shall be adjusted to that price determined
by multiplying the Warrant Price immediately prior to such adjustment
by a fraction (i) the numerator of which shall be the number of shares
of Warrant Stock purchasable upon exercise of this Warrant immediately
prior to such adjustment, and (ii) the denominator of which shall be
the number of shares of Warrant Stock purchasable upon exercise of this
Warrant immediately thereafter.

(f)    Certain Shares
Excluded. The number of shares of Common Stock outstanding at any
given time for purposes of the adjustments set forth in this Section 5
shall exclude any shares then directly or indirectly held in the
treasury of the Company.

(g)    Deferral and Cumulation
of De Minimis Adjustments. The Company shall not be required to
make any adjustment pursuant to this Section 5 if the amount of such
adjustment would be less than one percent (1%) of the Warrant
Price in effect immediately before the event that would otherwise have
given rise to such adjustment. In such case, however, any adjustment
that would otherwise have been required to be made shall be made at the
time of and together with the next subsequent adjustment which,
together with any adjustment or adjustments so carried forward, shall
amount to not less than one percent (1%) of the Warrant Price in
effect immediately before the event giving rise to such next subsequent
adjustment. All calculations under this Section 5 shall be made to the
nearest cent or to the nearest 

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one-hundredth of a share, as the case may be,
but in no event shall the Company be obligated to issue fractional
shares of Common Stock or fractional portions of any securities upon
the exercise of the Warrants.

(h)    Duration of
Adjustment. Following each computation or readjustment as provided
in this Section 5, the new adjusted Warrant Price and number of shares
of Warrant Stock purchasable upon exercise of this Warrant shall remain
in effect until a further computation or readjustment thereof is
required.


6.    Notice to
Holders.


(a)    Notice of Record Date . In
case:

(i) the Company shall take a record of
the holders of its Common Stock (or other stock or securities at the
time receivable upon the exercise of this Warrant) for the purpose of
entitling them to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or
any right to subscribe for or purchase any shares of stock of any class
or any other securities, or to receive any other
right;

(ii) of any capital reorganization of
the Company, any reclassification of the capital stock of the Company,
any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation;
or

(iii) of any voluntary dissolution,
liquidation or winding-up of the Company;

then, and in
each such case, the Company will mail or cause to be mailed to the
Holder hereof at the time outstanding a notice specifying, as the case
may be, (i) the date on which a record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on
which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place,
and the time, if any, is to be fixed, as of which the holders of record
of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution or winding-up. Such notice shall be mailed at least twenty
(20) calendar days prior to the record date therein specified, or if no
record date shall have been specified therein, at least twenty (20)
days prior to such specified date.

(b)    Certificate of
Adjustment. Whenever any adjustment shall be made pursuant to
Section 5 hereof, the Company shall promptly make available and have on
file for inspection a certificate signed by its Chairman, Chief
Executive Officer, President or Vice President, setting forth in
reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the
Warrant Price and number of shares of Warrant Stock purchasable
upon exercise of this Warrant after giving effect to such
adjustment.


7.    Loss, Theft, Destruction or
Mutilation. Upon receipt by the Company of evidence
satisfactory to it, in the exercise of its reasonable discretion, of
the ownership and the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to the Company and, in the case of mutilation,
upon surrender and cancellation thereof, the Company will execute and
deliver in lieu thereof, without expense to the Holder, a new Warrant
of like tenor dated the date
hereof.


8.    Warrant Holder Not a
Stockholder. The Holder of this Warrant, as such, shall not be
entitled by reason of this Warrant to any rights whatsoever as a
stockholder of the Company, including but not limited to voting
rights.


9.    Registration Rights. The
Warrant Stock will be accorded the registration rights under the Act
set forth in that certain Subscription Agreement between the Company
and the Holders, a form of which agreement is being furnished
concurrently herewith.


10.    Notices.
Any notice required or contemplated by this Warrant shall be in writing
and shall be deemed to have been duly given if delivered to the
addressee in person, deposited with a reputable 

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overnight courier or transmitted by registered
or certified mail, return receipt requested, to the Company at MDwerks,
Inc., Windolph Center, Suite I, 1020 N.W. 6th Street,
Deerfield Beach, FL 33442, Attention: Chief Financial Officer, or to
the Holder at the name and address set forth in the Warrant Register
maintained by the Company, or to such other addresses as any of them,
by notice to the others, may designate from time to
time.


12.    Choice of Law. THIS
WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.

IN WITNESS WHEREOF,
the Company has duly caused this Warrant to be signed on its behalf, in
its corporate name and by a duly authorized officer, as of this
             day of
                    
2006.





							
	 			MDWERKS,
INC.
	 			By:			    
	 			 			Name:
	 			 			Title:
	






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ELECTION TO PURCHASE

(To be
executed by the registered holder if such holder desires to exercise
the within Warrants)


		MDWerks, Inc.
Windolph Center,
Suite I
1020 N.W. 6th Street
Deerfield Beach, FL
33442
Attention: Chief Financial Officer




The undersigned
hereby (1) irrevocably elects to exercise his or its rights to purchase
                            
shares of Common Stock covered by the within Warrants, (2) makes
payment in full of the Purchase Price by enclosure of cash, a certified
check or bank draft, (3) requests that certificates for such shares of
Common Stock be issued in the name of:

Please print name,
address and Social Security or Tax Identification
Number:

	
		
	


	
		
	


	
		
	


	
		
	


and
(4) if said number of shares of Common Stock shall not be all the
shares evidenced by the within Warrants, requests that a new warrant
certificate for the balance of the shares covered by the within
Warrants be registered in the name of, and delivered
to:

Please print name and
address:

	
		
	


	
		
	


	
		
	


In
lieu of receipt of a fractional share of Common Stock, the undersigned
will receive a check representing payment
therefor.





										
	Dated:			 			 
	 			 			WARRANT
HOLDER
	 			By:			 
	 			 			 			Name:
	 			 			 			Title:
	






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ASSIGNMENT FORM

FOR VALUE
RECEIVED,
                                                                                                        
                            


hereby
sells, assigns and transfers unto

Name:
                                                                                
                                                                                        


               (Please typewrite or print in block
letters)

Social Security or Taxpayer Identification
Number:                                     
                                                        


the
right to purchase Common Stock of MDwerks, INC., a Delaware
corporation, represented by this Warrant to the extent of shares as to
which such right is exercisable and does hereby irrevocably constitute
and appoint
                                                                    ,
Attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.

DATED:
                                                                






				
	 			 
	 			Signature
	 			 
	 			Signature,
if jointly
held
	Witness:			 
	 			 
	






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