Filed by sedaredgar.com - BodyTel Scientific Inc. - Exhibit 10.13






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.

SECURED CONVERTIBLE DISCOUNT NOTE

OF 

BODYTEL SCIENTIFIC, INC.

	No.: R-1 	Original Issue Discount: $$180.46 
	Original Issue Date: June 11, 2008 	(for each $1,000 Principal Amount 
	  	at Maturity) 
	Issue Price: $819.54 	  
	(for each $1,000 Principal Amount 	  
	at Maturity) 	  


Subject to the terms and conditions of this Secured Convertible
Discount Note (this "Note"), for good and valuable consideration
received, BodyTel Scientific, Inc., a Nevada corporation (the "Company",
which term includes any successor corporation), promises to pay to Pageant
Holdings Ltdor its registered assigns pursuant to Section 7 (the
"Holder") the principal amount of One Million two hundred twenty Thousand
one hundred ninety Dollars ($1,220,190) (the "Principal Amount") on the
Maturity Date (as defined below), to the extent such Principal Amount has not
been repaid or this Note converted into shares of the Company's Common Stock,
$.001 par value per share (the "Common Stock"), in accordance with the
terms hereof.




This Note is issued pursuant to a Note Purchase Agreement dated
as of June11, 2008 (as amended, supplemented or modified from time to time, the
"Note Purchase Agreement") between the Company and Pageant Holdings Ltd
(the “Investor”). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Note Purchase Agreement. This Note
and all Notes issued on transfer or exchange hereof are collectively referred to
herein as the "Notes". The Notes are issued in registered form without
coupons in the denominations of $1,000 principal amount at maturity and any
multiple thereof.

     The Principal Amount due under
this Note shall be due and payable in full on the fifth anniversary of the
original issue date (the "Maturity Date"), provided that this Note may:
(a) become immediately due and payable prior to the Maturity Date on demand by
the Holder upon the occurrence of an Event of Default (as defined in Section 3
below), or (b) be converted into shares of Common Stock of the Company on or
prior to the Maturity Date pursuant to Section 4 below.

     This Note is secured by the
Security Documents.

     The following is a statement of
the rights of the Holder of this Note and the terms and conditions to which this
Note is subject, and to which the Holder hereof, by the acceptance of this Note,
agrees:

	1. 	INTEREST RATE. 


     This Note shall not bear
interest, except that if the Principal Amount or any portion thereof is not paid
when due (whether by acceleration pursuant to Section 3 below or at the Maturity
Date), then in each such case the overdue amount shall bear interest at the rate
of 10% per annum, compounded quarterly (to the extent that the payment of such
interest shall be legally enforceable), which interest shall accrue from the
date such overdue amount was due to the date of payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount (as defined below).

     "Original Issue Discount"
of any Note means the difference between the original Issue Price of this Note
(as set forth on the face of this Note) and the Principal Amount of this Note.
For purposes of this Note, the Original Issue Discount shall accrue at the rate
of 4.0% per annum, calculated on the basis of a 360 day year of twelve 30-day
months, compounded quarterly, commencing with the Original Issue Date of this
Note.

2





	2. 	PAYMENTS. 


     2.1 Principal and
Interest. All payments on or in respect of this Note or the indebtedness
evidenced hereby shall, if this Note is not converted pursuant to Section 4, be
made to the Holder in such coin or currency of the United States of America as
at the time shall be legal tender for the payment of public or private debts by
wire transfer of immediately available funds to an account specified by the
Holder, certified check or other immediately available funds on the date such
payment is due. The Company shall make such payments to the Holder at the
address of the Holder set forth in Section 8.2 hereof or at such other place as
the Holder shall have notified the Company in writing.

     2.2 No Set-off. All
payments on or in respect of this Note or the indebtedness evidenced hereby
shall be made to the Holder without set-off or counterclaim and free and clear
of, and without any, deductions of any kind.

     2.3 No Prepayment.
Except upon conversion pursuant to Section 4 hereof, the Company may not prepay,
redeem or otherwise acquire this Note prior to the Maturity Date without the
Holder's written consent.

     2.4 Release Upon Payment or
Conversion. Upon irrevocable payment in full of the Principal Amount of
this Note, or the conversion of this Note pursuant to Section 4 hereof and the
receipt by Holder of the Note Shares in connection therewith, the Company shall
be forever released from all of its obligations and liabilities under this
Note.

	3. 	EVENT OF DEFAULT. 


     Regardless of anything to the
contrary contained herein, this Note shall be immediately due and payable on
demand by the Holder, subject to the terms of this Section 3, upon the
occurrence of any of the following, whatever the reason or cause, whether
voluntary or involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body (each of the following occurrences, an
"Event of Default"):

     3.1 Insolvency. The
Company becomes insolvent or makes any assignment for the benefit of its
creditors.

     3.2 Admission. The
Company admits in writing its inability to pay its debts generally as they
become due, or the Company or any subsidiary thereof applies for or consents to
the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator for itself or for all or a substantial part of its
property.

     3.3 Bankruptcy. The
Company or any subsidiary thereof files (or consents to the filing of) any
petition or complaint pursuant to any federal or state law (i) relating to
bankruptcy, insolvency or reorganization or relief of debts, (ii) seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for its or for any substantial part of its property, or (iii)
seeking to adjudicate it bankrupt or insolvent, seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts;

3




provided that, in any such case, if the same is dismissed or
vacated within 60 days of being instituted, then any such default shall be
deemed cured.

     3.4 Default; Breach of
Representations. (i) The Company defaults in the due observance or
performance of any covenant, condition or agreement on the part of the Company
to be observed or performed pursuant to the terms of this Note, the Note
Purchase Agreement or the Security Documents, and if curable, fails to cure such
default within 30 days after the Holder gives notice of such default to the
Company, or (ii) any representation or warranty of the Company herein or in the
Note Purchase Agreement or the Security Documents or in any written statement,
report, financial statement or certificate made or delivered to the Holder
(whether or not in the Holder's capacity as a holder of this Note) by the
Company pursuant to this Note, the Note Purchase Agreement or the Security
Documents is untrue or incorrect in any material respect as of the date when
made or deemed made with effect from the date of dismissal or vacation but
without prejudice to any notice served by the Holder pursuant to Section 3.10
prior to that date.

     3.5 Payments. The
Company fails to pay any amount due under this Note when due.

     3.6 Cross Default to Other
Indebtedness. A default or breach occurs under any other agreement,
document or instrument to which the Company or any of its subsidiaries is a
party that is not cured within any applicable period of grace therefor, and such
default or breach (i) involves a failure to make any payment when due in respect
of any Indebtedness (as defined below) (other than the Notes) of the Company or
any of its subsidiaries in excess of $500,000 in the aggregate, or (ii) causes,
or permits any holder of such Indebtedness or a trustee thereof to cause,
Indebtedness or a portion thereof in excess of $500,000 in the aggregate to
become due and payable prior to its stated maturity or prior to its regularly
scheduled date of payment, or cash collateral to be demanded in respect thereof,
in each case regardless of whether such default is waived or such right is
exercised by such holder or trustee.

"Indebtedness" means without duplication (a) all
indebtedness of the Company or any of its subsidiaries for borrowed money or for
the deferred purchase price of property payment for which is deferred 6 months
or more, but excluding obligations to trade creditors incurred in the ordinary
course of business that are unsecured and not overdue by more than 6 months
unless being contested in good faith, (b) all reimbursement and other
obligations with respect to letters of credit, bankers' acceptances and surety
bonds, whether or not matured, (c) all obligations evidenced by notes, bonds,
debentures or similar instruments, (d) all indebtedness created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by the Company or any of its subsidiaries (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all capital lease
obligations and the present value (discounted at a rate equal to 12.0% of future
rental payments under all synthetic leases), (f) all obligations of the Company
or any of its subsidiaries under commodity purchase or option agreements or
other commodity price hedging arrangements, in each case whether contingent or
matured, (g) all obligations of the Company or any of its subsidiaries under any
foreign exchange contract, currency swap agreement, interest rate swap, cap or
collar agreement or other similar agreement or arrangement designed to alter the
risks of the Company or any of its subsidiaries arising from fluctuations in
currency values or interest rates, in each case whether contingent or matured,
(h) 

4




all Indebtedness referred to above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any mortgage, pledge, lien, charge or other encumbrance upon or
in property or other assets (including accounts and contract rights) owned by
the Company or any of its subsidiaries , even though the Company or any of its
subsidiaries has not assumed or become liable for the payment of such
Indebtedness, and (i) all Indebtedness or other obligations of others
guaranteed, directly or indirectly, by the Company or any of its subsidiaries,
including, without limitation, any obligation of the Company or any of its
subsidiaries, direct or indirect, contingent or otherwise, (1) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other person or entity (whether arising
by virtue of partnership arrangements, by agreement to keepwell, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (2) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (provided that a guarantee shall not include endorsements for
collection or deposit in the ordinary course of business).

     3.7 Final Judgment.
Entry of a final judgment or judgments against Company or any subsidiary thereof
for the payment of money in excess of $500,000 in the aggregate by one or more
courts, administrative or arbitral tribunals or other bodies having jurisdiction
over the Company or any subsidiary thereof.

     3.8 Ceasing
Operations. A material part of the operations or business of Company and
its subsidiaries, taken as a whole, shall be suspended or ceased, or Company
purports or attempts to assign or delegate any of its rights or obligations
hereunder or under this Note, the Note Purchase Agreement or the Security
Documents.

     3.9 Validity of
Agreement. The Note Purchase Agreement, the Security Documents or this
Note shall, at any time after its execution and delivery, for any reason cease
to be in full force and effect (unless such occurrence is in accordance with its
terms or after payment hereof) or shall be declared null and void or the
validity or enforceability thereof shall be contested by Company, or Company
denies that it has further liability or obligation thereunder.

     3.10 Miscellaneous.
The Company or any subsidiary thereof takes any action (corporate or otherwise)
to authorize any of the actions set forth above.

     3.11 Remedies.
During the continuance of any Event of Default, the Holder may, at its sole
option, declare the entire Accreted Value (as defined below) immediately due and
payable, by written notice to Company, in which event the Company immediately
shall pay to Holder the entire Accreted Value of this Note. No delay or omission
by Holder in exercising any right or power occurring upon any Event of Default
hereunder shall impair any such right or power or shall be construed as a waiver
of any such Event of Default or acquiescence thereto.  To the fullest
extent permitted by law, Holder's rights and remedies under this Note shall be
cumulative, and Holder shall have all other rights and remedies not inconsistent
herewith as are provided under the Uniform Commercial Code as in effect in the
relevant jurisdictions, by law or in equity. No exercise by Holder of one right
or remedy shall be deemed an election, no waiver by Holder of any default on the
part of the Company shall be deemed a continuing waiver, and no delay by Holder
shall constitute a waiver, election or acquiescence by the Holder. The term 

5




"Accreted Value" as used herein shall mean, as of any
date of determination prior to the Maturity Date, the sum of (i) the Issue Price
of this Note and (ii) the portion of the Original Issue Discount that has been
accrued through such determination date, such amount to accrue on a daily basis
at the rate, compounded quarterly such that the Accreted Value of this Note on
the Maturity Date shall equal its Principal Amount. During the continuance of an
Event of Default, the Holder shall be entitled to whatever remedies are
available pursuant to the Security Documents.

	4. 	CONVERSION. 


The Company and the Holder hereby agree as follows:

     4.1 Conversion. (a)
On any Business Day in the United States (defined herein as “Business Day”) on
or prior to the Maturity Date, the Principal Amount of this Note due hereunder
may upon 5 Business Days’ advance notice be converted, in whole but not in part,
at the option of the Holder in its sole discretion, into fully paid and
non-assessable shares of Common Stock of the Company as provided in Section
4.1(c) below.

     (b) If a Mandatory Conversion
Event (as defined below) occurs prior to the Maturity Date of this Note, then
the Accreted Value of this Note as of the date of such Non-Maturity Conversion
Event shall, automatically and without notice from or to the Holder, be
converted into fully paid and non-assessable shares of Common Stock of the
Company as provided in Section 4.1(c) below. “Mandatory Conversion Event”
means the issuance by the Company to third parties in exchange for cash of any
Common Stock or other equity Security of any class, series or kind, resulting in
gross proceeds to the Company of at least $5,000,000.

     (c) This Note shall be
convertible in accordance with Sections 4.1(a) and (b) into the number of shares
of Common Stock that results from dividing (i) the Principal Amount of this
Note, in the case of a conversion pursuant to Section 4.1(a) above, or the
Accreted Value of this Note, in the case of a conversion pursuant to Section
4.1(b) above, by (ii) the conversion price that is in effect at the time of
conversion (the "Conversion Price"). The initial Conversion Price shall
be $1.39. The Conversion Price shall be subject to adjustment from time to time
as provided in Section 4.3 below. All references to the Conversion Price herein
shall mean the Conversion Price as so adjusted.

     (d) Upon any conversion of this
Note, the entire principal amount hereof shall be deemed repaid and extinguished
and this Note (and all rights in respect hereof under the Note Purchase
Agreement or the Security Documents) shall irrevocably and automatically
terminate.

6




     4.2 Exercise of Conversion
Right; Note Shares.

     (a) This
Note may (or shall) be converted at the Maturity Date or in accordance with
Section 4.1(b) above by (i) the surrender of this Note at the office of the
Company (or at such other agency or office of the Company in the United States
of America as it may designate by notice in writing to the Holder at the address
of the Holder), (ii) delivery to the Company of a notice of election to convert
this Note in the form of Exhibit A attached hereto executed by the
Holder, and (iii) if this Note is not registered in the name of the person or
entity converting this Note, an assignment or assignments substantially in the
form set forth in Exhibit B hereto evidencing the assignment of this Note
to such other person, in which case the Holder shall have complied with the
provisions set forth in Section 7 hereof. In the case of a Mandatory Conversion
Event, if the Holder shall for any reason fail to surrender this Note as
provided above, the Holder shall be irrevocably deemed to have so surrendered
this Note and this Note shall automatically cease to be outstanding.

     (b) The
date on which this Note is surrendered (or deemed surrendered) for conversion is
referred to herein as the "Conversion Date." As soon as practicable after
the Conversion Date, but in any event within five (5) business days thereof, the
Company shall issue and deliver a certificate or certificates evidencing the
shares of Common Stock of the Company issuable upon such conversion, registered
in the name of the Holder or as otherwise provided in Section 4.2(a)(iii) .

     (c) The
person or entity in whose name any certificate for shares of Common Stock is
issued upon the conversion of this Note shall for all purposes be deemed to have
become the holder of record of such shares as of the Conversion Date;
provided, however, that if the Conversion Date is a date on which
the stock transfer books of the Company are closed, such person or entity shall
be deemed to have become the holder of record of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.
The Company shall pay all documentary, stamp or other transactional taxes
attributable to the issuance or delivery of the shares of Common Stock upon
conversion of this Note. Notwithstanding the foregoing, the Holder or its
assignee as provided in Section 4.2(a)(iii), as applicable, shall be solely
responsible for any income tax liability arising from the conversion of this
Note, or any ad valorem property or intangibles tax assessed against the Holder
or other person.

     (d) Upon
conversion, no fractional shares of Common Stock or script in respect thereof
will be issued and the Company shall distribute cash in lieu of such fractional
shares. In lieu of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of this Note, the Company shall pay to the Holder or
its assignee as provided in Section 4.2(a)(iii), as applicable, a cash
adjustment in respect of such fractional interest in an amount equal to the then
fair market value, as determined in good faith by the Board of Directors of the
Company (the "Board"), of a share of Common Stock multiplied by such
fractional interest.

     4.3 Adjustment of
Conversion Price and Number of Note Shares. The Conversion Price
shall be subject to adjustment from time to time as follows:

7




     (a) If,
at any time after the Original Issue Date, the number of shares of the Company's
Common Stock outstanding is increased by a stock dividend, stock split,
recapitalization of otherwise, then, following the record date for the
determination of holders of Common Stock entitled to receive any shares of
Common Stock of the Company pursuant to such stock dividend, split-up,
recapitalization or other event, the Conversion Price shall be appropriately
decreased (but not below the par value of the Common Stock) in proportion to
such increase in outstanding shares. The foregoing provisions shall similarly
apply to successive stock dividends, subdivisions or split-ups.

     (b) If,
at any time after the Original Issue Date, the number of shares of Common Stock
outstanding is decreased by a combination or reverse-split of the outstanding
shares, then, following the record date for such combination or reverse-split,
the Conversion Price shall be appropriately increased in proportion to such
decrease in outstanding shares. The foregoing provisions shall similarly apply
to successive combinations or reverse-splits.

     (c) If,
at any time after the Original Issue Date, through or as a result of any merger,
consolidation, recapitalization, reorganization or other event not expressly
contemplated by the provisions of this Section 4, additional, new or different
shares or other securities of the Company or any successor entity are
distributed with respect to the Company's Common Stock, an appropriate and
proportionate adjustment shall be made to the number and type of shares issuable
upon conversion of this Note and the Conversion Price thereof (which in no event
shall be less than the par value of any such share) so as to protect the rights
of the Holder of this Note.

     (d) In
the event of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, other than provided in Sections 4.3(a) -(c),
or any consolidation or merger of the Company, this Note shall after such
reorganization, reclassification, consolidation, or merger be convertible into
the kind and number of shares of capital stock or other securities or property
of the Company or of the Company resulting from such reorganization,
reclassification, consolidation or surviving such merger to which the holder of
the number of shares of Common Stock deliverable (immediately prior to the time
of such reorganization, reclassification, consolidation or merger) upon
conversion of this Note would have been entitled upon such reorganization,
reclassification, consolidation or merger. The foregoing provisions shall
similarly apply to successive reorganizations, reclassifications, consolidations
or mergers.

     (e)
Whenever there shall be an adjustment as provided in this Section 4, the Company
shall promptly cause written notice thereof to be sent by certified or
registered mail, postage prepaid, to the Holder, at its address set forth
herein, or such other address as Holder may provide to the Company, which notice
shall set forth the number of shares of Common Stock receivable upon the
conversion of this Note and the Conversion Price after such adjustment and set
forth a brief statement of the facts requiring such adjustment and the
computation thereof, which shall be conclusive evidence of the correctness of
any such adjustment absent manifest error. Such notice shall be signed by the
chief executive officer or chief financial officer of the Company and shall also
be 

8




made available for inspection during
regular business hours at its principal executive offices or at such other place
as may be designated by the Company.

     (f) In
any case in which the provisions of this Section 4 shall require that an
adjustment shall become effective immediately after a record date of an event,
the Company may defer until the occurrence of such event (A) issuing to the
holder of any Note converted after such record date and before the occurrence of
such event the shares of capital stock issuable upon such conversion by reason
of the adjustment required by such event in addition to the shares of capital
stock issuable upon such exercise before giving effect to such adjustments, and
(B) paying to such holder any amount in cash in lieu of a fractional share of
capital stock pursuant to Section 4.2(d) above; provided, however,
that the Company shall deliver to such holder an appropriate instrument
evidencing such holder's right to receive such additional shares and such
cash.

     (g) If
the Company shall propose to take any action of the types described in Sections
4.3(a) – (d) above, the Company shall give notice to the Holder, in the manner
set forth in Section 9.2 below, which notice shall specify the record date, if
any, with respect to any such action and the date on which such action is to
take place. Such notice shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Conversion
Price and the number, kind or class of shares or other securities or property
which shall be deliverable upon the occurrence of such action or receivable upon
conversion of this Note. In the case of any action which would require the
fixing of a record date, such notice shall be given at least 20 days prior to
the date so fixed, and in case of all other action, such notice shall be given
at least 30 days prior to the taking of such proposed action. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
any such action.

     (h) All
calculations under this Section 4 shall be made to the nearest one hundredth
(1/100) of a cent or the nearest one tenth (1/10) of a share, as the case may
be.

	5. 	REPRESENTATIONS, WARRANTIES AND COVENANTS AS
      TO COMMON STOCK. 


     The Company represents and
warrants to the Holder that (i) all shares of Common Stock which may be issued
upon the conversion of this Note will, upon issuance, be validly issued, fully
paid and nonassessable, with no personal liability attaching to the ownership
thereof, and free from all taxes, liens and charges created by the Company with
respect to the issue thereof and (ii) the issuance of this Note and the shares
of Common Stock issuable on conversion hereof does not require the consent of
any person or entity and does not and shall not conflict with, result in a
default under, or violate, the terms of any agreement, contract, document,
instrument or obligation which may be binding upon the Company or any of its
subsidiaries. The Company covenants to the Holder that it will from time to time
take all such action as may be required to assure that the par value per share
of the Common Stock is at all times no greater than the then effective
Conversion Price. The Company further covenants and agrees that it will take all
such action as may be required to assure that the Company shall at all times
have authorized and 

9




reserved, free from preemptive rights, a sufficient number of
shares of its Common Stock to provide for the conversion of this Note.

	6. 	STOCKHOLDER RIGHTS; LIMITATIONS ON
      LIABILITY. 


     Except as otherwise specifically
provided in this Note, the Holder shall have no rights of a stockholder of the
Company with respect to the shares of Common Stock issuable upon conversion
hereof unless or until this Note has been converted with respect to the shares
of Common Stock. No provision hereof, in the absence of affirmative action by
the Holder to convert the Note and accept the shares of Common Stock receivable
hereunder, and no enumeration herein of the rights or privileges of the Holder
shall give rise to any liability of such Holder as a stockholder of the Company.
Nothing contained in this Section 7 shall limit any rights that the Holder of
this Note may have under the Security Documents or the Registration Rights
Agreement.

	7. 	RESTRICTIONS ON TRANSFER.



     7.1 Restrictions on
Transfer. This Note and all rights hereunder are transferable or
assignable, in whole or in part, only (i) in accordance with the terms of the
Note Purchase Agreement and the Security Documents, (ii) upon compliance with
all applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company), and (iii) upon surrender of this Note, properly endorsed, and
delivery of a notice of transfer in the form of Exhibit B hereto to the
agency or office of the Company referred to in Section 4.2 hereof by the Holder
in person or by a duly authorized representative. Each transferee and holder of
this Note, by accepting or holding the same, consents that this Note, when
endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the
holder hereof shall be treated by the Company and all other persons dealing with
this Note as the absolute owner hereof for all purposes and as the person
entitled to exercise the rights represented by this Note, or to the transfer
hereof on the books of the Company, any notice to the contrary notwithstanding;
provided, however, that until each such transfer is recorded on
such books, the Company may treat the registered holder hereof as the owner
hereof for all purposes. The Company shall not assign, pledge or transfer any of
its rights hereunder without the prior written consent of the Holder.

	8. 	MISCELLANEOUS. 


     8.1 Replacement of
Note. If this Note is lost, stolen, mutilated or destroyed, the Company
shall (at its expense), upon receipt from the Holder of an affidavit of loss or
similar instrument (and, in the case of a mutilated Note, the accompanying
surrender thereof), issue a new Note of like denomination and tenor as the Note
so lost, stolen, mutilated or destroyed. Any such new Note shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Note shall be at any time enforceable by
anyone.

     8.2 Notices. All
notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if delivered personally or sent by registered mail,
postage prepaid, return receipt requested, or via facsimile, addressed as
follows:

10





	 	If to the Company, to: 
	 	Stefan Schraps 
	 	President and CEO 
	 	c/o BodyTel Europe GmbH 
	 	Schlachthofstraße 1 
	 	34537 Bad Wildungen 
	 	Germany 
	 	  
	 	with a copy to: 
	 	Frode Jensen 
	 	Holland & Knight 
	 	195 Broadway 
	 	24th Floor 
	 	New York, New York 10038 
	 	USA 
	 	Fax: 212 385 9010 
	 	  
	 	  
	 	If to the Holder, to: 
	 	Pageant Holdings Ltd 
	 	Melcorpo Building 
	 	Loughlinstown Drive 
	 	Ballybrack 
	 	Co Dublin 
	 	IRELAND 
	 	Attn: Nick Furlong 
	 	  
	 	  
	 	with a copy to: 


or to such other address as the party
to whom notice is to be given may have furnished to the other party in writing
in accordance herewith. If mailed, as aforesaid, any such communication shall be
deemed to have been given on the third business day following the day on which
the piece of mail containing such communication is posted.

     8.3 Headings. The
headings in this Note are only for convenience and ease of reference and are not
to be considered in construction or interpretation of this Note.

     8.4 Amendments. The
provisions of this Note may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, and any Event of Default hereunder may be waived, in each case only if the
Company has obtained the prior written consent of the Holder.

     8.5 Delays or
Omissions. No delay or failure by the Holder to insist on the strict
performance of any provision of this Note, or to exercise any power, right or
remedy, will be 

11




deemed a waiver or impairment of such performance, power, right
or remedy or of any other provision of this Note nor shall it be construed to be
a waiver of any breach or default, or an acquiescence therein, or of or in any
similar breach or default thereafter occurring.

     8.6 Interpretation.
If any claim is made by a party relating to any conflict, omission or ambiguity
in the provisions of this Note, no presumption or burden of proof or persuasion
will be implied because this Note was prepared by or at the request of any party
or its counsel.

     8.7 Governing Law;
Jurisdiction and Venue; Waiver of Jury Trial. This Note shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to any law or rule that would cause the laws of any
jurisdiction other than the State of New York to be applied. EACH OF THE COMPANY
AND THE HOLDER HEREOF 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 NOTE, THE NOTE PURCHASE AGREEMENT OR THE SECURITY DOCUMENTS AND
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT
MAY NOW OR 

HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION
OR PROCEEDING IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. ANY
JUDGMENT MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EACH OF THE
COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE,
THE NOTE PURCHASE AGREEMENT OR THE SECURITY DOCUMENTS.

     8.8 Successors and
Assigns. Except as otherwise provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the Company and the Holder.

     8.9 Original Issue
Discount. For purposes of Section 1272 et seq. of the Internal Revenue
Code of 1986, as amended, the issue price with respect to each $1,000.00 of
principal at maturity of this Note is $819.54, the amount of the Original Issue
Discount is $180.46, the issue date is June 11, 2008, and the yield to maturity
based on quarterly compounding is 4.0% per annum.

     8.10 Note Register.
The Company shall maintain at its principal executive offices books for the
registration and the registration of transfer of Notes. The Company may deem and
treat the Holder as the absolute owner hereof (notwithstanding any notation of
ownership or other writing hereon made by anyone) for all purposes and shall not
be affected by any notice to the contrary.

     8.11 Note Exchangeable for
Different Denominations. This Note is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Note or
Notes of like tenor representing in the aggregate the Principal Amount hereof,
and each of such new Notes shall represent such portion of such Principal Amount
as is designated by the 

12




Holder at the time of such surrender. The date the Company
initially issued the Notes pursuant to the Note Purchase Agreement shall be
deemed to be the "Original Issue Date" hereof regardless of the number of
times new certificates representing the Principal Amount hereof shall be
issued.

     8.12 Reserved – No
Impairment. The Company shall not, by amendment of its articles
of incorporation or by-laws, or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under this Note by the Company, but shall
at all times in good faith assist in carrying out of all the provisions of this
Note and in taking all such action as may be necessary or appropriate to protect
Holder's rights under this Note against impairment.

     8.13 Attorneys'
Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Note or the rights and duties of the parties in
relation hereto, the prevailing party will be entitled, in addition to any other
relief granted, to all costs and expenses incurred by such prevailing party,
including, without limitation, all reasonable attorneys' fees.

     8.14 Time is of the
Essence. Time is of the essence with respect to every provision
hereof.

[Remainder of Page Intentionally Left Blank]

13




     IN WITNESS WHEREOF, the Company
has executed this Note as of the date first written above.

	 	BODYTEL SCIENTIFIC, INC.

	 	  	  
	 	  	  
	 	By:	 /s/ Stefan Schraps 
	 		Name: Stefan Schraps 
	 		Title: President and CEO 


14




EXHIBIT A

FORM OF NOTICE OF ELECTION TO CONVERT NOTE

[To be executed only upon conversion of the Note to which this
form is attached]

To BodyTel Scientific, Inc.:

     The undersigned, the holder of
the Note to which this form is attached, hereby elects pursuant to [Section
4.1(a) --insert if conversion is at the Maturity Date][Section 4.1(b) —insert if
the conversion is in connection with the consummation of a Non-Maturity
Conversion Event] to convert the Note into fully paid and non-assessable shares
of Common Stock of BodyTel Scientific, Inc. The undersigned requests that a
certificate for such shares be issued in the name of ______________________
whose address is ______________________ and that such certificate be delivered
to ______________ , whose address is ______________________.

     Capitalized terms used in this
form which are not defined shall have the meanings ascribed thereto in the Note
to which this form is attached.

HOLDER

By:
______________________

Signature: ______________________

Date:
______________________




EXHIBIT B 

FORM OF NOTICE OF TRANSFER OF NOTE

[To be executed only upon transfer of the Note to which this
form is attached]

     For value received, the
undersigned hereby sells, assigns and transfers unto ______________________ all
of the rights represented by the Note of BodyTel Scientific, Inc. (the
"Company") to which this form is attached, and appoints ______________________
as its attorney to transfer such right on the books of the Company, with full
power of substitution in the premises. Capitalized terms used in this form which
are not defined shall have the meanings ascribed thereto in the Note to which
this form is attached.

HOLDER

By:
______________________

Signature:____________________

Date:
______________________

 

Signed in the presence of: 

Name:
______________________

Address:__________________

Date:
____________________