Filed by sedaredgar.com - BodyTel Scientific Inc. - Exhibit 10.12






GUARANTY AND INTELLECTUAL PROPERTY SECURITY
AGREEMENT

     This Guaranty and Intellectual
Property Security Agreement is entered into as of June 11, 2008 by
and between Pageant Holdings Ltd ("Noteholder") and GlucoTel Scientific,
Inc. ("Guarantor").

RECITALS

     A. Noteholder has agreed to
purchase that certain Secured Convertible Discount Note dated June 11, 2008 (the
"Note") from Guarantor’s parent, BodyTel Scientific, Inc.
("Parent") pursuant to the Note Purchase Agreement by and between
Noteholder and Parent, dated the date hereof (as the same may be amended,
modified or supplemented from time to time, the "Note Agreement";
capitalized terms used herein are used as defined in the Note Agreement); but
only upon the condition, among others, that Guarantor shall enter into this
Agreement.

     B. Guarantor is willing to enter
into this Agreement in order to assure the Parent of continued funding and
thereby to obtain financial and other benefits for itself.

     NOW, THEREFORE, for good and
valuable consideration, receipt of which is hereby acknowledged, and intending
to be legally bound Guarantor hereby represents, warrants, covenants and agrees
as follows:

AGREEMENT

     Section 1. Guaranty
. For value received, Guarantor hereby absolutely, unconditionally and
irrevocably guarantees (as primary obligor and not as surety merely) for the
benefit of the Noteholder the due and punctual payment, performance and
observance by Parent of all its covenants, agreements and obligations (monetary
and non-monetary) contained in the Note and the Note Agreement (collectively,
the "Obligations"), irrespective of: (A) the validity, binding effect,
legality, enforceability or amendment of, or waiver of compliance with, this
Guaranty and Security Agreement, the Note or the Note Agreement, or any related
documents, (B) any change in the existence or structure of, or the bankruptcy or
insolvency of, Parent or any other entity, (C) any extension, renewal,
settlement, compromise, waiver or release in respect of any Obligation (or any
collateral security therefor) or any party to this Guaranty and Security
Agreement, the Note or the Note Agreement or any related document, (D) the
existence of any claim, set-off, counterclaim or other right that Guarantor or
any other entity may have against Parent or any other entity or (E) any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of Guarantor. Guarantor hereby expressly waives diligence, presentment,
demand, protest or notice of any kind whatsoever, as well as any requirement
that the Noteholder or any entity file claims in the event of receivership or
bankruptcy of Parent or any other entity or exhaust any right to take any action
against Parent or any other entity or with respect to any collateral at any time
securing any of the Obligations and hereby consents to any and all extensions of
time of the due performance of any or all of the Obligations. This Guaranty and
Security Agreement shall be continuing and, as such, shall remain operative and
in full force and 




effect until all Obligations shall have been duly performed. If
at any time the due performance of any Obligation is rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy or reorganization of
Parent or otherwise, Guarantor's obligations hereunder shall be reinstated at
such time as though such performance had not been made.

     Section 2. Security
Interest. To secure its obligations under this Agreement, Guarantor
grants and pledges to Noteholder a security interest in all of Grantor's right,
title and interest in, to and under its intellectual property (including without
limitation those Copyrights, Patents and Trademarks listed on Schedules A, B and
C hereto), and including without limitation all proceeds thereof (such as, by
way of example but not by way of limitation, license royalties and proceeds of
infringement suits), contract rights relating thereto, the right to sue for
past, present and future infringements, all rights corresponding thereto
throughout the world and all re-issues, divisions, continuations, renewals,
extensions and continuations-in-part thereof (the "Intellectual Property
Collateral").

The rights and remedies of Noteholder with respect to the
security interest granted hereby are in addition to those set forth in the Note
Agreement and the Note, and those which are now or hereafter available to
Noteholder as a matter of law or equity. Each right, power and remedy of
Noteholder provided for herein or in the Note Agreement or the Note, or now or
hereafter existing at law or in equity shall be cumulative and concurrent and
shall be in addition to every right, power or remedy provided for herein and the
exercise by Noteholder of any one or more of the rights, powers or remedies
provided for in this Intellectual Property Security Agreement, the Note
Agreement or the Note, or now or hereafter existing at law or in equity, shall
not preclude the simultaneous or later exercise by any person, including
Noteholder, of any or all other rights, powers or remedies.

As used herein, the following terms shall have the following
meanings:

     "Copyrights" are all
copyright rights, applications or registrations and like protections in each
work or authorship or derivative work, whether published or not (whether or not
it is a trade secret) now or later existing, created, acquired or held.

     "Patents" are
patents, patent applications and like protections, including improvements,
divisions, continuations, renewals, reissues, extensions and continuations in
part of the same.

     "Trademarks" are trademark
and service mark rights, registered or not, applications to register and
registrations and like protections, and the entire goodwill of the business of
Grantor connected with the trademarks.

     (b) At any time and from time to
time, as necessary or upon request of Noteholder, and at the sole expense of
Guarantor, Guarantor shall promptly and duly execute and deliver any and all
such further instruments and documents and take such further actions that are
necessary to create, perfect and maintain the security interest under this
Agreement or that Noteholder deems desirable to obtain the full benefits of this
Agreement and of the rights and powers herein granted.




     (c). Upon the occurrence of an
Event of Default (as defined in the Note), and in addition to all other rights
and remedies available under the Agreement or otherwise (at law, in equity or
otherwise), the Noteholder shall be entitled to all remedies of a secured party
in default under the Uniform Commercial Code as in effect in the State of New
York.

     Section 3.
Limitation . Notwithstanding anything contained in this
Agreement, the liability of the Guarantor in respect of the Obligations shall in
no event exceed, at any time, 90% of the lowest amount sufficient, at such time,
(1) to render the Guarantor "insolvent", as that term is defined in Section
101(32) of the federal Bankruptcy Code (the "Bankruptcy Code") (11 U.S.C.
Sec. 101(32)) Section 4 of the Uniform Fraudulent Conveyance Act ("UFCA")
or any other similar fraudulent conveyance or transfer law or statute, (2) leave
the Guarantor with "unreasonably small capital", as such term is defined in
Section 548(a)(2)(A)(iii) of the Bankruptcy Code, Section 5 of the UFCA or any
other similar fraudulent conveyance or transfer law or statute, or (3) leave the
Guarantor unable to pay its debts as they mature within the meaning of Section
548(a)(2)(A)(ii), Section 6 of the UFCA or any other similar fraudulent
conveyance or transfer law or statute.

     Section 4.
Miscellaneous. 

     (a)This Guaranty and Security
Agreement shall bind and inure to the benefit of the Noteholder and their
respective successors and assigns. Guarantor may not assign, delegate or
otherwise transfer any rights or obligations hereunder without the prior written
consent of the Noteholder in each case.

     (b) This Agreement may only be
amended, supplemented or waived, in a writing signed by the parties hereto. As
used herein, the term "this Agreement" and references thereto shall mean
this agreement as it may from time to time be amended or supplemented.

     (c) All notices and
communications provided for hereunder shall be in writing and sent (a) by
facsimile (with a copy sent by registered or certified mail on the same date),
or (b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid). Any such notice must be sent: 

     (i) if to the Noteholder, as
specified, or at such other address as you or it shall have specified to the
Guarantor in writing; and

     (ii) if to the Guarantor, as
specified, or at such other address as you or it shall have specified to the
Noteholder in writing.

     (d) Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

     (e) This Agreement may be
executed in any number of counterparts, each of which shall be an original but
all of which together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but together
signed by all, of 




the parties hereto. Delivery of an executed counterpart by
facsimile or other electronic means shall be equally effective as delivery of a
manually executed counterpart.

     Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute this Note Purchase
Agreement and the Security Documents and amendments thereto for execution by the
parties thereto, and may not be used for any other purpose. Notwithstanding the
foregoing, the words “execution,” “signed,” “signature,” and words of like
import shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

     (f) This Agreement (including,
but not limited to, the validity and enforceability hereof) shall be governed
by, and construed in accordance with, the laws of the State of New York, other
than conflict of laws rules thereof that would require the application of the
laws of a jurisdiction other than such state. The parties hereto each
irrevocably consent to the non-exclusive jurisdiction of any New York State or
United States federal court sitting in the Borough of Manhattan, The City of New
York over any suit, action or proceeding arising out of or relating to this
Agreement, the Note or any Transaction Document, hereby waiving all objection to
the venue of any such court, as well as any claim of inconvenient forum.

[signature page follows]




     IN WITNESS WHEREOF, the parties
have caused this Intellectual Property Security Agreement to be duly executed by
its officers thereunto duly authorized as of the first date written above.

	  	GUARANTOR: 
	Address of Guarantor: 	GLUCOTEL SCIENTIFIC, INC. 
	c/o Frode Jensen 	  
	Holland and Knight 	By: /s/ Stefan Schraps 
	195 Broadway 	Title:_________________________ 
	24th Floor 	  
	New York, New York 10038 	  
	USA 	  
	Fax: +1 212 385 9010 	  
	  	  
	  	  
	  	  
	  	  
	  	NOTEHOLDER: 
	Address of Noteholder: 	Pageant Holdings Ltd 
	Melcorpo Building 	  
	Ballybrack 	By: /s/ Nicholas J. Furlong 
	Loughlinstown Drive 	Title:_________________________ 
	Co Dublin 	  
	IRELAND 	  
	Attn: Nick Furlong 	  






SCHEDULE A

Copyrights/Design patents


	Title of
      Design 	Country 	Legal Status 	Application No. 	Filing Date 	Add. Comments 
	 	 	 	 	 	 
	Diabetes 
Smartphone 	Germany 
	registered 
	4 07 05 438 
	01.11.2007 
	Glucometer with 
Clip, several colors 
	Diabetes 
Smartphone 	Germany 
	Pending, in 
examination 	40 2008 00057 
	08.01.2007 
	Glucometer without 
Clip 
	Diabetes 
Smartphone 	Europe 
	registered 
	000855721 
	09.01.2008 
	Glucometer with and 
without Clip 
	Diabetes 
Smartphone 	US 
	filed 
	29/306,724 
	15.04.2008 
	Glucometer without 
Clip








SCHEDULE B

Patents


	Title of Invention
    	Country 	Legal
      Status 	Application No. 	Filing
      Date 	Add.
      Comments 
	  	  	  	  	  	  
	Diabetes 
Smartphone
    








	Europe
    









	Pending, in 
examination, 
a) Examiner
      
issued an oral hint 
to grant the patent






	06006190.0-1526
      









	24.03.2006
      









	Later to be divided into two 
different
      patent applications, 
a) one directed to be infringed 
by a NoName /
      universal 
teststrip test device vendor, 
b) anotherone directed to
      be 
infringed by a glucometer 
device which controls the time
      
stamp of a measured dataset 
generated by the glucometer 
device
    
	Diabetes 
Smartphone 	World 
	Pending, in 
examination 	PCT/EP2007/002312 
	16.03.2007 
	

	Diabetic Care 
Products Web 
Shop With 
Enhanced
      
Usability 	US-only 



	Filed, 



	11/689,796 



	22.03.2007 



	Business method patent, 
including computer-
      
implemented invention 









SCHEDULE C

Trademarks


	Title of 	Country 	Legal Status 	Application No./ 	Filing Date 	Add. Comments 
	Trademark
    	 
    	 
    	Registration No. 	 
    	 
    
	Glucotel 	Germany 	registered 	306
      03652 	18.01.2006 	(wordmark) 
	Glucotel 	Europ.
      Commun. 	registered 	005130687 	25.05.2006 	(wordmark) 
	Glucotel 	US 	registered 	3,312,236 	24.05.2006 	(wordmark) 
	Bodytel 	US 	In
      examination 	77/301,439 	11.10.2007 	(wordmark) 
	Bodytel 
	US 
	filed 
	77/420,871 
	March 13, 
2008 	(wordmark) 

	Bodytel 

	Europ. Commun. 

	Published, 1 
opposition 
(BODYNA) 	005178827 

	18.12.2006 

	(wordmark) 
Opposition is supposed to be
      
rejected 
	Weighttel 	US 	In
      examination 	77/301,465 	11.10.2007 	(wordmark) 
	Weighttel 
	Europ. Commun. 
	Registered 
March 3, 2008 	005179064 
	18.12.2006 
	(wordmark) 

	Pressuretel 	US 	In
      examination 	77/301,665 	11.10.2007 	(wordmark) 
	Pressuretel 
	US 
	filed 
	77/420,895 
	March 13, 
2008 	(wordmark) 

	Weighttel 
	US 
	filed 
	77/420,882 
	March 13, 
2008 	(wordmark) 

	Pressuretel 
	Europ. Commun. 
	Registered 
March 17, 2008 	0051790131 
	18.12.2006 
	(wordmark) 

	Glucotel 
+human 
figure 	Germany 

	filed 

	307 69 280 

	24.10.2007 

	(word+figure combination 
mark) 

	Glucotel 
+human 
figure 	Europe 

	In filing queue 

	

	

	(word+figure combination 
mark) 

	Glucotel 
+human 
figure 	US 

	Filed 

	77/420,774 

	March 13, 
2008 
	(word+figure combination 
mark) 

	Bodytel 
+human 
figure 	Germany 

	filed 

	307 69 281 

	24.10.2007 

	(word+figure combination 
mark) 

	Bodytel 
+human 
figure 	Europe 

	In filing queue 

	

	

	(word+figure combination 
mark) 

	Bodytel 
+human 
figure 	US 

	filed 

	77/420,791 

	March 13, 
2008 
	(word+figure combination 
mark) 

	Weighttel 
+human 
figure 	Germany 

	filed 

	307 69 282 

	24.10.2007 

	(word+figure combination 
mark) 

	Weighttel 
+human 
figure 	Europe 

	In filing queue 

	

	

	(word+figure combination 
mark) 

	Weighttel 
+human 
figure 	US 

	filed 

	77/420,807 

	March 13, 
2008 
	(word+figure combination 
mark)
  










	Pressuretel 
+human 
figure 	Germany 

	filed 

	307 69 283 

	24.10.2007 

	(word+figure combination 
mark) 

	Pressuretel 
+human 
figure 	Europe 

	In filing queue 

	

	

	(word+figure combination 
mark) 

	Pressuretel 
+human 
figure 	US 

	filed 

	77/420,825 

	March 13, 
2008 
	(word+figure combination 
mark) 

	--- 	-----
    	-----
    	-----
    	-- 	 
    
	Cardiotel 
	Germany 
	Filed, in 
Examination 	307 82 734 
	20.12.2007 
	(wordmark) 

	Cardiotel 	Europ.
      Commun. 	In
      filing queue 	 
    	 
    	(wordmark) 
	Cardiotel 
	US 
	filed 
	77/420,861 
	March 13, 
2008 	(wordmark) 

	Cardiotel 
+Human 
fiogure 	US 

	filed 

	77/420,846 

	March 13, 
2008 
	(word+figure combination 
mark)