Filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-132296
PROSPECTUS
SUPPLEMENT NO. 12
TO
PROSPECTUS
DATED APRIL 25, 2008
MDWERKS,
INC.
This
prospectus supplement should be read in conjunction with our prospectus
dated
April 25,
2008 and in particular “Risk Factors” beginning on page 5 of the
prospectus.
This
prospectus supplement includes the attached two Current Reports on Form 8-K of
MDwerks, Inc.,
filed
with the Securities and Exchange Commission on January 8, 2009.
The date
of this prospectus supplement is January 8, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 31, 2008
MDWERKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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333-118155
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33-1095411
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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Windolph
Center, Suite I
1020 N.W.
6
th
Street
Deerfield
Beach, FL 33442
(Address
of Principal Executive Offices)
(954)
389-8300
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The
use of the terms “we,” “us” or “the Company” in this report shall be deemed to
mean MDwerks, Inc., unless the context requires otherwise. References in this
report to “our subsidiaries” shall be deemed to mean each of MDwerks Global
Holdings, Inc., Xeni Medical Systems, Inc., Xeni Financial Services, Corp., Xeni
Medical Billing, Corp. and Patient Payment Solutions, Inc.
Item
1.01 Entry into a Material Definitive Agreement
On
December 31, 2008, we, along with our subsidiary Xeni Financial Services, Corp.
(“XFS”), entered into a First Amendment to the November 14, 2008 Loan and
Securities Purchase Agreement (the “Amendment”) with Debt Opportunity Fund LLLP
(“DOF”), pursuant to which DOF will increase the amount that it will lend the
Company to up to $11,800,000 from up to $10,300,000, subject to a deduction for
an original issue discount of 2%. Otherwise, the terms and conditions of the
Loan and Securities Purchase Agreement entered into on November 14, 2008 (the
“Loan Agreement”) have not been modified by this Amendment and shall remain in
full force and effect. The loan from DOF will be used by us
primarily to purchase medicinal preparations prescription workers’ compensation
claims from a client, pursuant to a claims assignment agreement. The
claims assignment agreement is currently being negotiated by us and the client
and there can be no assurance that such negotiations will result in a definitive
agreement. Until such time as the claims assignment agreement and documents
related to the claims assignment agreement are executed, and certain other
conditions set forth in the Loan Agreement are satisfied, other than $300,000
previously disbursed to MDwerks for working capital purposes, the proceeds of
the loan from DOF will be held in an escrow account. In the event the
conditions to the disbursement of the funds in the escrow account are not
satisfied on or before January 19, 2008, all proceeds in the escrow account will
be returned to DOF.
Pursuant
to the Amendment, we issued a Senior Secured Promissory Note, dated December 31,
2008, to DOF in the original principal amount of $11,800,000 (the “Amended and
Restated DOF Note”). The Amended and Restated DOF Note bears interest
at the rate of 13% per annum and is payable monthly, in arrears on the first day
of each month, commencing on December 1, 2008. Interest will not begin to accrue
on amounts held in the escrow account described above, until such time as those
amounts are disbursed to us. Principal payments in the monthly amount
of $150,000 commence on June 1, 2009 and, subject to events of default specified
in the Loan Agreement, the entire amount of principal and accrued but unpaid
interest due under the note becomes due and payable on November 14,
2010. To the extent the balance of the loan is not disbursed to us on
or before January 19, 2008, DOF will surrender the Amended and Restated DOF Note
to us for cancellation and we and XFS will reissue a new note in the principal
amount actually received by us.
The
following summary description of the material agreements and instruments entered
into in connection with the transaction described above is qualified in its
entirety by reference to the copies of such material agreements and instruments
filed as exhibits to this Current Report on Form 8-K.
First
Amendment to the Loan and Securities Purchase Agreement
The
Amendment provides for the loan to us by DOF of up to $11,800,000, increased
from the loan to us by DOF of up to $10,300,000 in the November 14, 2008 Loan
Agreement, subject to a deduction for an original issuance discount of
2%. The Loan Agreement provides that funded amounts under the Loan
Agreement shall be funded into an escrow account with DOF’s counsel serving as
Escrow Agent. The release of the funded amounts from the escrow
account are subject to various conditions, including the entry into a definitive
claims purchase agreement, controlled account agreement and related documents
with our client; the compliance by us and XFS with the covenants contained in
the Loan Agreement; the representations and warranties contained in the Loan
Agreement being true and correct; no change occurs with respect to us or XFS
that results in a Material Adverse Effect (as defined in the Loan
Agreement).
Amended
and Restated DOF Note
The
Amended and Restated DOF Note bears interest at the rate of 13% per annum and is
payable monthly, in arrears on the first day of each month, commencing on
December 1, 2008. Interest will not begin to accrue on amounts held in the
escrow account described above, until such time as those amounts are disbursed
to us. Principal payments in the monthly amount of $150,000 commence
on June 1, 2009 and, subject to events of default specified in the Loan
Agreement, the entire amount of principal and accrued but unpaid interest due
under the note becomes due and payable on November 14, 2010. In the
event any payment of principal or interest or both remains unpaid under the
Amended and Restated DOF Note for a period of ten days or more after the due
date thereof, a one-time late charge equivalent to five percent (5%) of each
unpaid amount will be charged against us and XFS. Furthermore, in the
case of an Event of Default (as defined in the Loan Agreement), the interest
rate will be adjusted to 18% per annum. The Amended and Restated DOF
Note may be prepaid without any penalty or premium.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are filed as part of this report:
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Exhibit
No.
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Description
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4.1
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First
Amendment to the Loan and Securities Purchase Agreement, dated December
31, 2008, between MDwerks, Inc. and Debt Opportunity Fund,
LLLP
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4.2
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Amended
and Restated Senior Secured Promissory Note, dated December 31, 2008,
issued by MDwerks, Inc. and Xeni Financial Services, Inc. in the original
principal amount of
$11,800,000
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MDWERKS,
INC.
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Dated:
January 8, 2009
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By:
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/s/
David M. Barnes
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David
M. Barnes
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President
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Exhibit
Index
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Exhibit
No.
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Description
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4.1
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First
Amendment to the Loan and Securities Purchase Agreement, dated December
31, 2008, between MDwerks, Inc. and Debt Opportunity Fund,
LLLP
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4.2
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Amended
and Restated Senior Secured Promissory Note, dated December 31, 2008,
issued by MDwerks, Inc. and Xeni Financial Services, Inc. in the original
principal amount of
$11,800,000
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Exhibit
4.1
FIRST
AMENDMENT TO THE
LOAN
AND SECURITIES PURCHASE AGREEMENT
This
FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT (the “Amendment”),
dated this 31
st
day of
December, 2008, is made by and between MDWERKS, INC., a Delaware corporation
(“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida
corporation (“XFSC” and along with MDwerks, each a “Borrower” and collectively
the “Borrowers”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability
limited partnership organized under the laws of the State of Florida (the
“Lender”).
On
November 14, 2008, Borrowers and Lender entered into that certain Loan and
Securities Purchase Agreement (the “Loan Agreement”) whereby Borrowers borrowed
$10,300,000 from Lender (the “Loan”) evidenced by the issuance of a Senior
Secured Promissory Note issued by Borrowers of even date
therewith. Borrowers and Lender wish to amend Loan Agreement to
increase the aggregate amount of the Loan to $11,800,000.
Accordingly, in consideration of the
mutual promises and covenants hereinafter set forth, the parties hereto agree as
set forth below.
OPERATIVE
PROVISIONS
1. The
recitals of the Loan Agreement are hereby amended to replace “$10,300,000” with
“$11,800,000”.
2. Section
1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:
“1.1
The Loan and Purchase and
Sale of the Warrant
. Subject to the terms and conditions
hereof and in reliance on the representations and warranties contained herein,
or made pursuant hereto, (a) the Borrowers will borrow, and the Lender will lend
the Borrowers at the closing of the transactions contemplated hereby (the
“Closing”), the aggregate amount of up to $11,800,000 under the Note, subject to
a deduction for an original issue discount of 2%, less the fee owed to the
Lender pursuant to Section 12.9 hereof in the amount of $80,000 (the “Cash
Payment”) and (b) MDwerks will issue and sell to the Lender, and the Lender will
purchase from MDwerks at the Closing, the Warrant for making the Loan to the
Borrowers. The Note will be issued with an original issue discount of
two percent (2%). The Borrowers shall receive from the Lender $0.98
for each $1.00 of principal amount of the Note as indicated in Section 1.3
hereof.”
3. Section
1.3(b) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:
“(b) After
the Closing Date, the Lender shall advance (i) an additional $8,800,000 under
the Note by, after applying the 2% original issue discount, delivering
$8,624,000 to the Escrow Agent by wire transfers to the Escrow Account
consisting of no more than six (6) separate financings with at least two (2)
such financings occurring during each calendar week beginning with the first
full calendar week following the Closing Date (ii) an additional $1,500,000
under the Note by, after applying the 2% original issue discount, delivering
$1,470,000, less fees of $5,000 payable to Bush Ross, P.A., to the Escrow Agent
by wire transfers to the Escrow Account on or before December 31, 2008 (each
such subsequent payment referred to herein as a “Subsequent Funding” with all
such payments into the Escrow Account referred to herein as the “Funded
Amount”).”
4. Section
1.4 of the Loan Agreement is hereby amended to replace “December 8, 2008” with
“January 19, 2009”:
5.
Exhibit A
of the Loan
Agreement is hereby removed and replaced with the Amended and Restated Senior
Secured Promissory Note attached hereto as
Exhibit
A
.
6.
Exhibit C
of the Loan
Agreement is hereby removed and replaced with the Amended and Restated Escrow
Agreement attached hereto as
Exhibit
C
.
7.
Ratification
of
Agreement
. The terms and conditions of the Loan Agreement that
have not been modified by this Amendment shall remain in full force and
effect.
8.
Counterparts
. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
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MDWERKS,
INC.
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By:
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/s/
David M. Barnes
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Name:
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David
M. Barnes
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Title:
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President
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XENI
FINANCIAL SERVICES, CORP.
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By:
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/s/
David M. Barnes
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Name:
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David
M. Barnes
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Title:
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President
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DEBT
OPPORTUNITY FUND, LLLP,
a
Florida limited liability limited partnership
By:
Total Capital Management, LLC,
a
Florida limited liability company,
as
its General Partner
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By:
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/s/
Sean Lyons
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Name:
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Sean
Lyons
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Title:
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Manager
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Exhibit
4.2
THIS
AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR
OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE
ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS SECURED PROMISSORY
NOTE.
THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY
REGULATION §1.1275-3(b)(1), VINCENT COLANGELO, A REPRESENTATIVE OF THE BORROWERS
HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY
MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY
REGULATION §1.1275-3(b)(1)(i). VINCENT COLANGELO MAY BE REACHED AT TELEPHONE
NUMBER (954) 389-8300.
AMENDED
AND RESTATED SENIOR SECURED PROMISSORY NOTE
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Original
Issuance Date: November 14, 2008
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Original
Principal
Amount: $11,800,000
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FOR VALUE
RECEIVED, upon the terms and subject to the conditions set forth in this amended
and restated senior secured promissory note (this “Note”), MDWERKS, INC., a
Delaware corporation with its principal place of business at 1020 NW 6th Street,
Suite I, Deerfield Beach, FL 33442, and XENI FINANCIAL SERVICES, CORP., a
Florida corporation with its principal place of business at 1020 NW 6th Street,
Suite I, Deerfield Beach, FL 33442 (each a “Borrower” and collectively the
“Borrowers”), jointly and severally, absolutely and unconditionally promise to
pay to the order of DEBT OPPORTUNITY FUND, LLLP or registered assigns (the
“Payee” or “Holder”), when due, whether upon the Maturity Date (as defined
below), acceleration or otherwise (in each case in accordance with the terms
hereof), the amount set out above as the Original Principal Amount or so much
thereof as may from time to time be advanced hereunder (without deduction for
the original issue discount taken by the Holder pursuant to Article I of the
Loan and Securities Purchase Agreement of even date herewith between the
Borrowers and the Holder (the “Loan Agreement”), each an “Advance” and
collectively the “Advances”) and accrued interest thereon as hereinafter
provided. All Advances made to the Borrowers shall be recorded by the
holder hereof on
Schedule A
attached
to this Note, which schedule is incorporated herein by reference and made a part
hereof. This Note is issued in connection with the Loan Agreement, all terms of
which are incorporated herein by this reference and hereby made a part of this
Note. Capitalized terms not defined herein shall have the meanings ascribed to
them in the Loan Agreement.
ARTICLE
I
PAYMENT
OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT; MATURITY DATE
1.1
Payment of Principal
.
Commencing on June 1, 2009, the Borrowers shall pay to the Holder monthly
payments of principal in the amount of One Hundred Fifty Thousand Dollars
($150,000). All oustanding principal, interest and fees and charges
of any kind under the Note shall become due and payable on November 14, 2010
(the “Maturity Date”). Payment of the principal of this Note (and any
interest accrued thereon) shall be made in U.S. dollars in immediately available
funds.
1.2
Payment of Interest
.
Interest on the principal under this Note shall accrue at the rate of thirteen
percent (13%) per annum (the “Stated Interest Rate”) commencing on the date that
the Funded Amount, or any portion thereof, is released to the Borrowers under
that certain Escrow Agreement dated November 14, 2008 (the “Escrow Agreement”)
by and among the Borrowers, the Lender and Escrow Agent (as defined in the
Escrow Agreement), except that interest shall begin accruing with respect to any
amounts advanced to the Borrowers outside the Escrow Agreement upon the
Borrowers’ actual receipt thereof (inclusive of the Cash Payment), and shall be
computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day
months and shall be payable monthly in cash on the first (1st) day of each
month, in arrears, commencing December 1, 2008. Interest shall be
paid in U.S. dollars in immediately available funds.
1.3
Payment on Non-Business
Days
. If the outstanding principal or accrued but unpaid interest under
this Note becomes due and payable on a Saturday, Sunday or public holiday under
the laws of the State of New York, the due date hereof shall be extended to the
next succeeding full business day and interest shall be payable at the rate of
thirteen (13%) percent per annum during such extension. All payments received by
the Holder shall be applied first to the payment of all accrued interest payable
hereunder.
1.4
Late Fee
. In the
event any payment of principal or interest or both shall remain unpaid for a
period of ten (10) days or more after the due date thereof, a one-time late
charge equivalent to five percent (5%) of each unpaid amount shall be
charged.
1.5
Adjustment of Stated
Interest Rate
.
(a) After
an Event of Default and acceleration of the Maturity Date by the Holder the
Stated Interest Rate shall be adjusted to a rate of eighteen percent (18%) per
annum, subject to the limitations of applicable law.
(b) Regardless
of any other provision of this Note or other Transaction Document (as defined in
the Loan Agreement), if for any reason the interest paid should exceed the
maximum lawful interest, the interest paid shall be deemed reduced to, and shall
be, such maximum lawful interest, and (i) the amount which would be excessive
interest shall be deemed applied to the reduction of the principal balance of
this Note and not to the payment of interest, and (ii) if the loan evidenced by
this Note has been or is thereby paid in full, the excess shall be returned to
the party paying same, such application to the principal balance of this Note or
the refunding of excess to be a complete settlement and acquittance
thereof.
1.6
Prepayment
. This Note
may be prepaid at any time, without premium or penalty, in whole or in part,
together with accrued interest to the date of such prepayment on the portion
prepaid. All prepayments made shall be recorded by the holder hereof
on
Schedule A
attached hereto.
ARTICLE
II
SECURITY
AND SENIORITY
2.1
Security
Interests
. All of the obligations of the Borrowers under the
Note and Loan Agreement are secured by (a) an unconditional guaranty executed by
each of the Subsidiaries (as defined in the Loan Agreement) pursuant to those
certain Guaranty Agreements (as defined in the Loan Agreement), (b) a lien on
all the assets, tangible and intangible, of the Borrowers now existing or
hereinafter acquired granted pursuant to the Security Agreement and Collateral
Assignment (as such terms are defined in the Loan Agreement), and (c) the other
Transaction Documents.
ARTICLE
III
MISCELLANEOUS
3.1
Default
. Upon the
occurrence of any one or more of the Events of Default specified or referred to
in the Loan Agreement all amounts then remaining unpaid on this Note may be
declared to be immediately due and payable as provided in the Loan
Agreement.
3.2
Collection Costs
.
Should all or any part of the indebtedness represented by this Note be collected
by action at law, or in bankruptcy, insolvency, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, the Borrowers, jointly and severally, hereby promise
to pay to the Holder, upon demand by the Holder at any time, in addition to the
outstanding principal and all (if any) other amounts payable on or in respect of
this Note, all court costs and reasonable attorneys' fees and other reasonable,
third-party collection charges and expenses incurred or sustained by the
Holder.
3.3
Rights Cumulative
.
The rights, powers and remedies given to the Payee under this Note shall be in
addition to all rights, powers and remedies given to it by virtue of the Loan
Agreement, any document or instrument executed in connection therewith, or any
statute or rule of law.
3.4
No Waivers
. Any
forbearance, failure or delay by the Payee in exercising any right, power or
remedy under this Note, the Loan Agreement, any documents or instruments
executed in connection therewith or otherwise available to the Payee shall not
be deemed to be a waiver of such right, power or remedy, nor shall any single or
partial exercise of any right, power or remedy preclude the further exercise
thereof.
3.5
Amendments in
Writing
. No modification or waiver of any provision of this Note, the
Loan Agreement or any documents or instruments executed in connection therewith
shall be effective unless it shall be in writing and signed by all parties, and
any such modification or waiver shall apply only in the specific instance for
which given.
3.6
Governing Law
. This
Note and the rights and obligations of the parties hereto, shall be governed,
construed and interpreted according to the laws of the State of New York,
wherein it was negotiated and executed. IN ANY LAWSUIT IN CONNECTION WITH THIS
NOTE, THE HOLDER AND THE UNDERSIGNED CONSENT AND AGREE THAT THE STATE AND
FEDERAL COURTS WHICH SIT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION OF ALL CONTROVERSIES AND DISPUTES ARISING HEREUNDER. THE
HOLDER AND EACH OF THE BORROWERS WAIVES THE RIGHT IN ANY LITIGATION ARISING
HEREUNDER (WHETHER OR NOT ARISING OUT OF OR RELATING TO THIS NOTE) TO TRIAL BY
JURY.
3.7
Successors
. The term
“Payee” and “Holder” as used herein shall be deemed to include the Payee and its
successors, endorsees and assigns.
3.8
Notices
. All notices,
demands or other communications given hereunder shall be in given in accordance
with Section 12.6 of the Loan Agreement.
3.9
Certain
Waivers
. Except as otherwise specifically provided herein, the
Borrowers and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands’ and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or the Borrowers liable for the payment of this
Note.
3.10
Mutilated, Lost, Stolen or
Destroyed Notes
. In case this Note shall be mutilated, lost, stolen or
destroyed, upon the written request of Holder, the Borrowers shall issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
Note, or in lieu of and substitution for the Note, mutilated, lost, stolen or
destroyed, a new Note of like tenor and representing an equivalent right or
interest, but only upon receipt of evidence satisfactory to the Borrowers of
such loss, theft or destruction and an indemnity also satisfactory to
it.
3.11
Transfer and
Assignment
. The Holder may transfer or assign this Note, including,
without limitation, pursuant to the sale of participation rights in the Loan,
without the consent of the Borrowers. The Borrowers may not transfer or assign
this Note or their obligations hereunder without the consent of the
Holder.
3.12
Issue Taxes
. The
Borrowers shall pay any and all issue and other taxes, excluding federal, state
or local income taxes, that may be payable in respect of any issue or delivery
of this Note pursuant thereto.
[
Signature Page
Follows
]
IN
WITNESS WHEREOF, each of MDWERKS, INC. and XENI FINANCIAL SERVICES, CORP. has
caused this Note to be executed by its authorized officer and to be dated as of
the Original Issuance Date above.
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MDWERKS,
INC.
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By:
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/s/
David M. Barnes
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Name:
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David
M. Barnes
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Title:
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President
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XENI
FINANCIAL SERVICES, CORP.
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By:
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/s/
David M. Barnes
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Name:
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David
M. Barnes
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Title:
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President
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SCHEDULE
A
This is
the schedule referred to in that certain Senior Secured Promissory Note dated
November 14, 2008, executed by MDWERKS, INC., and XENI FINANCIAL SERVICES, CORP.
and payable to the order of DEBT OPPORTUNITY FUND, LLLP or registered
assigns.
Advances
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Date
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Advance
Amount
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Total
Unpaid Principal
Balance
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Notation
Made By
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11/14/08
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$1,500,000
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$1,500,000
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11/18/08
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$1,500,000
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$3,000,000
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11/20/08
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$1,500,000
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$4,500,000
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11/24/08
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$1,500,000
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$6,000,000
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11/26/08
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$1,500,000
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$7,500,000
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11/28/08
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$1,500,000
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$9,000,000
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12/2/08
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$1,300,000
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$10,300,000
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12/31/08
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$1,500,000
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$11,800,000
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/s/
David M. Barnes
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The
aggregate unpaid principal amount shown on this Schedule shall be rebuttable,
presumptive evidence of the principal amount owing and unpaid on this
Note. The failure to record the date and amount of any loan on this
Schedule shall not, however, limit or otherwise affect the obligations of
MDWERKS, INC. or XENI FINANCIAL SERVICES, CORP. to pay the principal of and
interest on this Note.
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