Filed by sedaredgar.com - BodyTel Scientific Inc. - Exhibit 10.14







	 	BODYTEL SCIENTIFIC, INC. 	 
	 	 	 
	 	Secured Convertible Discount Note 	 
	 	 	 
	 	 	 
	 	 	 
	 	NOTE PURCHASE AGREEMENT 	 
	 	 	 
	 	 	 
	 	 	 
	 	Dated as of June 11, 2008 	 







	TABLE OF CONTENTS 	
	 	 	 	 
	1. 	AUTHORIZATION
      OF NOTE 	1 
	2. 	SALE
      AND PURCHASE OF NOTE 	1 
	3. 	CONDITIONS
      TO CLOSING 	2 
	  	3.1. 	Representations
      and Warranties. 	2 
	  	3.2. 	Performance;
      No Default. 	2 
	  	3.3. 	Security
      Documents. 	2 
	  	3.4. 	Compliance
      Certificates. 	2 
	  	3.5. 	Opinion
      of Counsel. 	2 
	  	3.6. 	Proceedings
      and Documents. 	2 
	4. 	REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY 	3 
	  	4.1. 	General 	3 
	  	4.2. 	Status
      of Note 	5 
	  	4.3. 	Use
      of Proceeds. 	5 
	5. 	COVENANTS
      OF THE COMPANY 	5 
	  	5.1. 	Maintenance
      of Existence, etc. 	5 
	  	5.2. 	Compliance
      With Law. 	5 
	  	5.3. 	Post
      Closing Matters. 	6 
	6. 	REPRESENTATIONS
      OF THE PURCHASER. 	6 
	  	6.1. 	Due
      Organization, etc. 	6 
	  	6.2. 	Investment
      Letter 	7 
	7. 	AMENDMENT
      AND WAIVER 	7 
	  	7.1. 	Amendments
      Generally. 	7 
	8. 	NOTICES 	7 
	  	8.1. 	Notices. 	7 
	9. 	DEFINED
      TERMS. 	7 
	  	9.1. 	Defined
      Terms. 	7 
	10. 	MISCELLANEOUS. 	8 
	  	10.1. 	Successors
      and Assigns 	8 
	  	10.2. 	Severability 	8 
	  	10.3. 	Counterparts;
      Electronic Signatures; Related Matters. 	8 
	  	10.4. 	Governing
      Law 	9 
	  	10.5. 	Confidentiality. 	9 




	Schedule A - Name, Address and
      Amount by Purchaser 
	 
	Exhibit A - Form of Convertible
      Discount Note 
	Exhibit B - Form of Purchaser’s Investment Letter
  



	_______________________________	 
	The Table of Contents is not a part of this Agreement 	  
	1 






BODYTEL SCIENTIFIC, INC. 
Secured Convertible Discount
Note 
Due June 11, 2013

June 11, 2008

TO THE “PURCHASER” AS LISTED IN THE ATTACHED SCHEDULE A
WHICH IS A SIGNATORY HERETO:

Ladies and Gentlemen:

     BODYTEL SCIENTIFIC, INC., a
Nevada corporation (the "Company") agrees with you as follows:

	1. 	
      AUTHORIZATION OF NOTE.

	 	 	 
		(a) 	
      The Company has authorized its Secured Convertible
      Discount Note due June 11 2013 ( the “Note”).

	 	 	 
		(b) 	
      The Note is in the principal amount of
  $1,220,190.

	 	 	 
		(c) 	
      The Note is secured by the Security Documents.

	 	 	 
		(d) 	
      The Note: (i) matures on June 11, 2013; (ii) is issued at
      an original issue discount of 4% per annum, calculated on the basis of a
      year of 360 days and twelve 30-day months (all as specified in the Note);
      (iii) is convertible into Common Stock of the Company as provided in
      Section 4 of the Note; (iv) is issuable in fully registered certificated
      form as contemplated by Article VIII of the New York Uniform Commercial
      Code and is transferable only in whole (and subject to the restrictions on
      transferability stated therein); and (v) is in substantially the form
      attached as Exhibit A hereto.

	 	 	 
		(d) 	
      The Note will be registered in the name “Pageant Holdings
      Ltd” and will be delivered to the Purchaser (or as otherwise instructed by
      the Purchaser) at the Closing.

	 	 	 
	2. 	
      SALE AND PURCHASE OF NOTE.



     Subject to the terms and
conditions of this Agreement, at the closing (the “Closing”) being held at the
offices of Holland and Knight in New York City on June 11, 2008 (the “Closing
Date”), the Company will issue and sell to you and you will purchase from the
Issuer the Note, at the purchase price of $1,000,000 constituting an Original
Issue Discount of $180.46 for each $1,000 Principal Amount thereof. If the
Closing shall have failed to occur as of June 13, 2008 (the "Commitment
Termination Date"), your obligation to purchase Note hereunder 

1




shall terminate. Delivery by you of the purchase price of the
Note shall constitute Purchaser’s irrevocable agreement that all of the
conditions to Purchaser’s purchase of the Note have either been satisfied to
Purchaser’s satisfaction or are irrevocably waived by Purchaser; it being
understood that any such waiver will not constitute a waiver of any Event of
Default under the Note.

	3. 	CONDITIONS TO CLOSING.



     Your obligation to purchase and
pay for the Note to be sold to you at the Closing is subject to the fulfillment
to your satisfaction, prior to or at the Closing, of the following
conditions:

	3.1. 	Representations and Warranties.
  


     The representations and
warranties of the Company in this Agreement and the Security Documents shall be
true and correct in all material respects, on and as of the Closing. 

	3.2. 	Performance; No Default.



     The Company shall have performed
and complied with and shall continue to be in compliance with all agreements and
conditions contained in this Agreement and the Security Documents required to be
performed or complied with by it prior to or at the Closing.

	3.3. 	Security Documents. 


     You shall have received executed
copies of each of this Agreement and the Security Documents, each of which shall
be in form and substance satisfactory to you. All filings, registrations and
actions necessary in order to perfect the security interests granted pursuant to
the Security Documents shall have been made, taken or effected to your
reasonable satisfaction.

	3.4. 	Compliance Certificates.



     The Company shall have delivered
to you incumbency certificates with respect to the officer(s) of the Company
executing this Agreement, the Note and the Security Documents (or authorized to
take actions or give notices on behalf of the Company pursuant thereto) and
shall have delivered to you a bring down certificate with respect to its
compliance with the requirements hereof in connection with the Closing.

	3.5. 	Opinion of Counsel. 


     You shall have received a
favorable opinion from counsel for the Company, dated the date of the Closing,
which shall be acceptable in form, scope and substance to you.

	3.6. 	Proceedings and Documents.



     All corporate and other proceedings in
connection with the transactions contemplated by 

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this Agreement and all documents and instruments incident to
such transactions shall be reasonably satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents related to
the transactions contemplated hereby as you or they may reasonably request.

	4. 	REPRESENTATIONS AND WARRANTIES OF THE
      COMPANY. 


     The Company represents and
warrants (on and as of the date hereof and on and as of the Closing Date) to you
that:

	4.1. 	General 


          (a) The
Company has been duly formed and is validly existing as a corporation in good
standing under the laws of Nevada; has the power and authority (corporate and/or
other) to own its properties and conduct its business to the extent described in
the SEC Reports and to perform its obligations under this Agreement and the
Security Documents to which it is a party; and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction;

          (b) This
Agreement has been duly authorized, executed and delivered by the Company and
constitutes a legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as enforceability may be limited by (i)
bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (ii)
general principles of equity, whether enforcement is sought in a proceeding in
equity or at law;

          (c) The
Note has been duly and validly authorized by the Company and, when issued and
delivered pursuant to this Agreement, the Note will have been duly executed,
issued and delivered and will constitute valid and legally binding obligations
of the Company, enforceable in accordance with its terms, and entitled to the
benefits provided by the Security Documents, except as enforceability may be
limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of
creditors and (ii) general principles of equity, whether enforcement is sought
in a proceeding in equity or at law; 

          (d) Each
of the Security Documents have been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of
creditors and (ii) general principles of equity, whether enforcement is sought
in a proceeding in equity or at law;

          (e) The
issue and sale of the Note by the Issuer as contemplated hereby and the
compliance by the Company with all of the provisions of this Agreement and the
Security 

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Documents will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any material indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company
is bound, nor will such action result in any violation of the provisions of the
Articles of Incorporation or By-laws of the Company, or any statute or any
order, rule or regulation of any Governmental Authority having jurisdiction over
the Company or any of its properties; and (except for any which has been
obtained or made) no consent, approval, authorization or any Requirement of Law
applicable to the Company, order, registration or qualification of or with any
such Governmental Authority is required to be obtained by the Company for the
issue and sale of the Note or the consummation of the transactions contemplated
by this Agreement or the Security Documents;

          (f)
There are no legal or governmental proceedings to which the Company is a party
or of which any property of the Company is the subject (i) asserting the
invalidity of this Agreement, the Note or any Security Documents, (ii) seeking
to prevent the issuance of the Note or the consummation of any of the
transactions contemplated by this Agreement or any Security Document, or (iii)
which is reasonably expected to materially and adversely affect the performance
by the Company of its obligations under, or the validity or enforceability of,
this Agreement, the Note or the Security Documents;

          (g) The
Company is not in violation of its Articles of Incorporation or By-laws or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound;

          (h) The
Company is not and, after giving effect to the sale of the Note and the
application of proceeds therefrom and other transactions contemplated hereby,
will not be, an “investment company” or an entity “controlled” by an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as
amended;

          (i) The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing
materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the “SEC
Reports”). As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that
unaudited financial 

-4-




statements may not contain all footnotes required by GAAP, and
fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit
adjustments;

	4.2. 	Status of Note. 


     The Note constitutes indebtedness
for purposes of Federal income taxation. The Note ranks, and will at all times
during which the Note is outstanding rank, at least pari passu in
priority of payment and in all other respects with all other non-subordinated
Indebtedness of the Company.

	4.3. 	Use of Proceeds. 


     No part of the proceeds from the
sale of the Note hereunder will be used, directly or indirectly, for the purpose
of buying or carrying any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System (12 CFR 221), or for extending
credit to others for such purpose.

	5. 	COVENANTS OF THE COMPANY



     The Company agrees with you that:

	5.1. 	Maintenance of Existence, etc.
  


     (a) Except as permitted by
Section 5.1(b) hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and its respective rights (charter and statutory) and franchises; provided,
however, that the foregoing shall not obligate the Company to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of its business.

     (b) The Company will not enter
into any merger or consolidation or convey, transfer or lease its properties or
assets as an entirety or substantially as an entirety, without your prior
written consent, which will not be unreasonably withheld or delayed.

     (c) The Company will not issue
any shares, stock or security convertible into its shares or stock without your
prior written consent, which will not be unreasonably withheld. For the purposes
of a Mandatory Conversion Event, this restriction does not apply. 

	5.2. 	Compliance With Law.



     The Borrower shall comply in all
material respects with all applicable Requirements of Law applicable to it or to
its operations.

-5-





	5.3. 	Post Closing Matters.



      The Company will cooperate with
the Purchaser to amend the Guaranty and Intellectual Property Security Agreement
as reasonably requested by the Purchaser to provide for any additional
reasonable terms which are customarily found in security agreements covering
similar collateral and used in similar transactions.

	6. 	REPRESENTATIONS OF THE PURCHASER.
  


     The Purchaser represents and
warrants (on and as of the date hereof and on and as of the Closing Date) to the
Company that:

	6.1. 	Due Organization, etc.



     (a) The Purchaser has been duly
incorporated and is validly existing as a corporation in good standing under the
laws Ireland.

     (b) The Purchaser has all
requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery by the Purchaser of this Agreement and the
consummation by the Purchaser of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action on the part of the
Purchaser. This Agreement has been duly and validly executed and delivered by
the Purchaser and constitutes a legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
subject to bankruptcy, reorganization, insolvency, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights and to
general principles of equity. Neither the execution or delivery by the Purchaser
of this Agreement, nor the consummation by the Purchaser of any of the
transactions contemplated hereby, nor the fulfillment by the Purchaser of the
terms hereof, will conflict with, or violate, result in a material breach of or
constitute a material default (with or without notice or lapse of time, or both)
under (i) any term or provision of the Certificate of Incorporation or By-laws
of the Purchaser or any Requirement of Law applicable to the Purchaser or (ii)
any term or provision of any indenture or other agreement or instrument to which
Purchaser is a party or by which the Purchaser or any material portion of its
properties are bound. Except for any which has been obtained or made, no
consent, approval, authorization, order, registration or qualification of or
with any such Governmental Authority is required to be obtained by the Purchaser
in connection with the execution and delivery of this Agreement by the Purchaser
or the consummation by the Purchaser of the transactions contemplated
hereby.

     (c) The Purchaser is not an
“investment company” or an entity “controlled” by an “investment company” as
such terms are defined in the Investment Company Act of 1940, as amended.

     (d) The Purchaser acknowledges
that (i) it has had access to such financial and other information concerning
the Company and the Note as it has deemed necessary in connection 

-6-




with its decision to purchase the Note and (ii) it has been
afforded the opportunity to ask such questions as it has deemed necessary of,
and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Note.

     (e) 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.

	6.2. 	Investment Letter 


     The Purchaser is delivering to
the Company an Investment Letter in the form attached as Exhibit B hereto. The
Purchaser hereby makes to the Company each of the representations and warranties
contained in the Investment Letter.

	7. 	AMENDMENT AND WAIVER.




	7.1. 	Amendments Generally.



     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.

	8. 	
      NOTICES.

	 	 
	8.1. 	
      Notices.



     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 you, as specified, or
at such other address as you shall have specified to the Company in writing;
and

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

	9. 	
      DEFINED TERMS.

	 	 
	9.1. 	
      Defined Terms.



     As used herein, (i) the following
terms have the respective meanings set forth below; and (ii) capitalized terms
used herein undefined have the meanings ascribed in the Security Documents:

     “Common Stock” is defined in
the form of Note.

-7-




     "Governmental Authority"
means any nation or government, any state or other political subdivision
thereof, and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.

     “Indebtedness” as is defined in
the Note. .

     "Requirement of Law" means
as to any Person, the organizational or governing documents of such Person, and
any law, treaty, rule or regulation, judgment, injunction, order, decree or
other determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

     “SEC Reports” is defined in
Section 4.1(i) .

     “Security Documents” means
the the Guaranty and Intellectual Property Security Agreement, dated as of June
11, 2008, between the Purchaser and the Company’s Subsidiary, GlucoTel
Scientific, Inc., as from time to time amended, supplemented or modified.

	10. 	
      MISCELLANEOUS.

	 	 
	10.1. 	
      Successors and Assigns.



     Whenever any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all the covenants, promises and agreements in
this Agreement contained by or on behalf of the Company or by or on behalf of
you, shall bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not; provided;
however, that you shall not be required to purchase the Note except from
the Company and that any such assignment by the Company shall be made only or as
otherwise provided in the Security Documents.

	10.2. 	Severability. 


     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.

	10.3. 	Counterparts; Electronic Signatures; Related
      Matters. 


     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 

-8-




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

	10.4. 	Governing Law. 


     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.

	10.5. 	Confidentiality. 


     Notwithstanding anything
contained herein to the contrary, Purchaser hereby agrees to maintain the
confidentiality of all non-public information (the “Confidential
Information”) relating to the Company or GlucoTel Scientific, Inc. or to
their assets or affairs as may from time to time be disclosed to, or otherwise
become known by, Purchaser in connection with, or as a result of, this
Agreement, the Note or the Security Documents. Notwithstanding the foregoing,
the Purchaser may disclose Confidential Information: (i) to any of their
officers and employees, auditors, accountants, attorneys and other professional
advisors, in accordance with the Purchaser’s customary practices (providing such
recipients are made aware of the confidential nature of such information and
agree to abide by these confidentiality provisions) or (ii) to the extent
required by mandatory provision of statute, rule, regulation or judicial,
administrative, investigative, regulatory or other process or (iii) to the
extent necessary to enforce Purchaser’s rights under this Agreement, the Note or
the Security Documents.

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     If you are in agreement with the
foregoing, please sign the form of agreement on the accompanying counterpart of
this Agreement and return it to the Company, whereupon the foregoing shall
become a binding agreement between you and the Company.

	 	Very truly yours,

	 	 
	 	BODYTEL SCIENTIFIC,
      INC. 
	 	 
	 	 
	 	By: /s/ Stefan
      Schraps 
	 	 	Name: Stefan Schraps 
	 	 	Title: CEO and President 
	 	 	Schlachthofstraße 1 
	 	 	34537 Bad Wildungen 
	 	 	GERMANY 
	 	 	  
	 	 	Facsimile: +49 (5621) 96776-10 
	 	 	Telephone: +49 (5621) 96776-06




	The foregoing is hereby 
	agreed to as of the date 
	thereof. 


Pageant Holdings Ltd.

	 	By: /s/ Nicholas J. Furlong 
	 	Name: 
	 	Title: 


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SCHEDULE A


	NAME AND ADDRESS 
OF
      PURCHASER 
	PRINCIPAL AMOUNT
      
OF NOTE 
TO BE
      PURCHASED 




	Pageant Holdings Ltd 	$1,220,190. 
	Melcorpo Building 	  
	Loughlinstown Drive 	  
	Ballybrack 	  
	Co Dublin 	  
	IRELAND 	  
	 	  
	Attention: Nick Furlong 	  
	Telephone: +353 862376764 	  
	Facsimile: +353 1 282 6444 	  


All payments on or in respect to the Note to be by bank wire
transfer of Federal or other immediately available funds as follows:

	Deutsche Bank 
	Account owner: BodyTel Europe GmbH
  
	Account number (Euro): 8044778 00

	Sort Code: 520 712 24 
	Bank Id code: DEUTDEDB521 
	IBAN: DE 045207122408044778 00 
	  
	Amount: 322,580 Euros (at 1.55 USD to Euro
      Exchange Rate = 500,000 USD) 
	  
	Bank of America, N.A. New York 
	Account Owner: BodyTel Scientific Inc.
    
	Account number/IBAN: (USD): 898013199275
      
	SWIFT: BOFAUS3NXXX 
	  
	Amount: 500,000 USD 
	  
	  
	All notices and communications to be addressed
      as first provided above. 


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EXHIBIT A

FORM OF CONVERTIBLE DISCOUNT NOTE

-3-




EXHIBIT B

FORM OF INVESTMENT LETTER

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