Consultant Agreement

Consultant Agreement, made as of February 16, 2009, between MDwerks, Inc. (the “Corporation”), Vandam Consulting Services, Inc, (the “Consultant”) and Howard B. Katz (“Katz”).

Whereas, Katz intends to resign as Chairman, CEO and Director of the Corporation, and the Corporation wishes to assure itself of the services of Katz through the Consultant for the period provided in this Agreement, and the Consultant is willing to provide services to the Corporation for the period under the terms and conditions hereinafter provided.

Now, Therefore, Witnesseth, that for and in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows:

The Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by the Corporation for the period commencing on the date hereof and continuing for twenty four (24) months thereafter.  The period during which Consultant shall serve in such capacity shall be deemed the “Engagement Period” and shall hereinafter be referred to as such.  If the annual revenue and other performance targets described on Schedule A annexed hereto are attained by Consultant, the term of the Engagement Period will be extended for up to 2 additional twelve (12) month period by notice given to Consultant no later than the last month of the respective Engagement Periods.

The Consultant shall render to the Corporation the services described on Schedule B annexed hereto with respect to which the Consultant shall apply its reasonable commercial efforts. Katz shall be the principal contact person at the Consultant and shall devote at least fifty percent (50%) of his working time to the performance of Consultant’s obligations hereunder. The Chief Executive Officer or President of the Corporation shall be the Consultant’s principal contact person at the Corporation.

The activities engaged in by the Consultant on behalf of the Corporation shall be subject to the policies of the Corporation in all respects and the Consultant shall have no authority to act for, represent, bind or obligate the Corporation.  The Consultant shall for all purposes be an independent contractor and not an agent or employee of the Corporation.  Accordingly, except as specifically provided herein, the Consultant shall not be eligible to receive any employee based benefits which employees are otherwise eligible for.

4.1           For the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the Consultant’s having entered into this agreement, the Corporation agrees to pay to Consultant a monthly consulting fee and a quarterly performance bonus in accordance with Schedule C annexed hereto.  In the event that the monthly consulting fee for any month is not paid to Consultant by the fifth (5 ^th ) day of the month, the Corporation shall be deemed to be in breach of this agreement. If the Consultant provides the Corporation with written notice of such breach and the Corporation fails to cure said breach within ten (10) days of its receipt of such notice, then the Consultant shall be entitled to indemnification from the Corporation for all its costs of collection, including attorneys fees and disbursements, plus an additional amount equal to fifty percent (50%) of the overdue amount as liquidated damages.

4.2           In the event Consultant provides services to the Corporation regarding a merger, acquisition or divestiture, Consultant will receive a fee equal to a percentage of the purchase price, sales price or transaction valuation using the original Lehman Formula as set forth on Schedule C.

4.3           During the Engagement Period, Katz shall also be entitled to receive family health care and individual long term care benefits