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EXHIBIT 4.5

MDWERKS, INC.

Warrant No.
                


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                     , 2011 (the
‘‘Expiration Date’’) to Brookshire
Securities Corporation, or registered assigns (the
‘‘Holder’’), under the terms as hereinafter set
forth,                                  thousand
(      ,000) 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 $1.50 (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 to advisors, the
placement agent and selected dealers 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)    The Holder may
alternatively exercise this Warrant according to its terms by
surrendering this Warrant to the Company at the address set forth in
Section 10, the notice of cashless exercise attached hereto having then
been duly executed by the Holder, in which event the Company shall
issue to the Holder the number of shares of Warrant Stock determined as
follows:

X = Y (A-B)/A

where:

X = the number of shares of Warrant Stock to be issued to
the Holder.

Y = the number of shares of Warrant Stock
with respect to which this Warrant is being exercised.

A = the closing sale price of the Warrant Stock for the
trading day immediately prior to the date of exercise.

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B = the Warrant Price.

(c)     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.

(d)     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.

(e)    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 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 

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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.’’

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


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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 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 shares 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 of 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 

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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 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 

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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 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.


11.    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 FLORIDA, 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                      2005.





							
	 			MDWERKS
INC.
	 			By:			 /s/
                                        
	 			 			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




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:			 /s/
                                                           
	 			 			Name:

Title:
	






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NOTICE OF CASHLESS EXERCISE

(To be executed upon exercise of warrant pursuant to
Section 1(b))

The undersigned, the Holder of the
attached Warrant, hereby irrevocably elects to exchange its Warrant for
                 shares of Warrant Stock pursuant to the
cashless exercise provisions of the within Warrant, as provided for in
Section 1(b) of such Warrant, and requests that a certificate or
certificates for such shares of Warrant Stock (and any warrants or
other property issuable upon such exercise) be issued in the name of
and delivered to
                                            
whose address is
                                         (social
security or taxpayer identification number
                    ) and, if such shares shall not include
all of the shares issuable under such warrant, that a new warrant of
like tenor and date for the balance of the shares issuable thereunder
be delivered to the undersigned.





				
	 			HOLDER:
	 			                        
	 			Signature
	 			                            
	 			Signature,
if jointly
held
	 			                            
	 			Date
	






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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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