Filed by sedaredgar.com - BodyTel Scientific Inc. - Exhibit 10.11







	June 11, 2008 
	  
	  
	  
	BodyTel Scientific, Inc. 
	c/o Frode Jensen 
	Holland and Knight 
	195 Broadway 
	24th Floor 
	New York, New York 10038 
	USA 
	Fax: +1 212 385 9010 


Re: Purchase of Secured Convertible
Discount Note due June 11, 2013

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by
the undersigned (the “Purchaser”) pursuant to Section 5.2 of the Note
Purchase Agreement (the “Note Purchase Agreement”) dated as of June 11,
2008 between BodyTel Scientific, Inc. (the “Company”) and Purchaser with
respect to the Company’s Convertible Discount Note due June 11, 2013 (the
“Note”). Capitalized terms used herein without definition shall have the
meanings set forth in the Note Purchase Agreement. 

The Purchaser represents to and agrees with the Company as
follows:

(a) The Purchaser is authorized to
enter into the Note Purchase Agreement and to perform its obligations thereunder
and to consummate the transactions contemplated thereby.

(b) By reason of its business and
financial experience, the Purchaser has such knowledge, sophistication and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the Note and is able to bear the
economic risk of such investment.

(c) The Purchaser is either (I) an
“accredited investor” as defined in Rule 501 of Regulation D, promulgated by the
Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”) or (II) a “qualified
institutional buyer” within the meaning of Rule 144A. The Purchaser understands
that the offering and sale of the Note has not been and will not be registered
under the Act, and has not and will not be registered or qualified under any
applicable “Blue Sky” law, and that the offering and sale of the Note has not
been reviewed by, passed on or submitted to any federal or state agency or
commission, securities exchange or other regulatory body.

(d) The Purchaser is acquiring an
interest in the Note without a view to any distribution, resale or other
transfer thereof except, with respect to the Note or any interest or
participation 




therein, as contemplated in the
following sentence and except that the disposition of Purchaser’s property shall
always be within its control. The Purchaser recognizes that it may only transfer
the Note in whole and will not resell or otherwise transfer any interest in the
Note except in a transaction exempt from the registration requirements of the
Act and applicable state securities or “blue sky” laws. The Purchaser
acknowledges that it has no right to require the Company to register the Note
under the Act or any other securities law. 

(e) The Purchaser understands that each
Note will bear a legend to substantially the following effect:

FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS NOTE
BEARS ORIGINAL ISSUE DISCOUNT. THE ISSUE PRICE WITH RESPECT TO EACH $1000 OF
PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE IS $819.54, THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT WITH RESPECT TO EACH $1000 OF PRINCIPAL AMOUNT AT MATURITY OF
THIS NOTE IS $180.46, THE ISSUE DATE IS JUNE 11, 2008 AND THE YIELD TO MATURITY
BASED ON QUARTERLY COMPOUNDING IS 4.00% PER ANNUM.

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.

THIS NOTE IS TRANSFERABLE ONLY IN WHOLE. TRANSFERS OF LESS
THAN THE ENTIRE PRINCIPAL AMOUNT HEREOF ARE VOID.

(f) The Purchaser represents and
warrants that (i) the Purchaser is not an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Security Act of 1974, as amended), (ii)
the Purchaser is not a plan described in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, (iii) the Purchaser is not directly or
indirectly purchasing any Note, or any interest therein, on behalf of, as
investment manager of, as named fiduciary of, as trustee of, or with assets of,
either such type of plan, and (iv) the Note, or interests therein, acquired by
the Purchaser will not constitute part of the assets of any Individual
Retirement Account. 

(g) The Purchaser acknowledges that the
Company and Holland & Knight LLP will rely upon the accuracy and truth of
the representations contained herein and the Purchaser hereby consents to such
reliance.

(h) The Purchaser agrees to treat the
Note for federal, state and local income and franchise tax purposes as
indebtedness of the Company.




(i) This Investment Letter has been
duly executed and delivered by, and constitutes the legal, valid and binding
obligation of, the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles
affecting the enforcement of creditors’ rights generally and general principles
of equity.

Very truly yours,

	 	Pageant Holdings Ltd 
	 	  
	 	  
	 	By /s/ Nicholas J. Furlong 
	 	         Name: 
	 	         Title: