Filed by Automated Filing Services Inc. (604) 609-0244 - Bodytel Scientific Inc. - Exhibit 10.1






BODYTEL SCIENTIFIC INC.
One
Independent Drive, Suite 1701, Jacksonville, Florida 32202 

March 5, 2008
Marlon Vermögensverwaltungsgesellschaft GmbH

Burg Lichtenfels 1, D-35104 
Lichtenfels, Germany 

Dear Sirs:

Re: Letter Agreement - Acquisition of GlucoTel Scientific Inc.
(“GlucoTel”)

This letter agreement (the “Letter Agreement”)
sets forth our agreement with respect to the acquisition by BodyTel Scientific
Inc., a Nevada corporation (“BodyTel”) of 100 shares of common
stock of GlucoTel (the “Shares”), which are registered in the name
of Marlon Vermögensverwaltungsgesellschaft GmbH, an entity organized under the
laws of Germany (“Marlon”), which is the assignee of Safe-com GmbH
& Co. KG (“Safecom”) pursuant to the transfer of April 1, 2007
between Safecom and Marlon, subject to the terms and conditions set out herein
(the “Transaction”).

	1. 	
      Prior Agreements. Except as otherwise specifically
      provided in this Letter Agreement, upon the execution of this Letter
      Agreement by all parties hereto, this Letter Agreement shall supercede and
      replace any and all other agreements or arrangements relating to the
      acquisition by BodyTel of the Shares, including, but not limited to, the
      exercise by BodyTel of the Option to Purchase in the Shareholders
      Agreement dated December 6, 2006 between BodyTel (formerly sellcell.net)
      and Safecom.

	 	 	 
	2. 	
      Consideration. As consideration for the
      acquisition of the Shares, BodyTel shall issue to Marlon 4,000,000 shares
      of its common stock, par value, $0.001 (the “BodyTel
      Shares”), subject to applicable exemptions.

	 	 	 
	3. 	
      Financial Statements. BodyTel and Marlon
      understand that closing of the transactions contemplated in this Letter
      Agreement will require financial statements of GlucoTel in a form
      acceptable to meet all applicable securities law filing requirements of
      BodyTel and the parties agree to use their best efforts in complying with
      all regulatory requirements.

	 	 	 
	4. 	
      Representations of Marlon. Marlon hereby
      acknowledges, represents and warrants to BodyTel as follows, and
      acknowledges that BodyTel is relying thereon in entering this Letter
      Agreement and issuing the BodyTel Shares to Safecom:

	 	 	 
		(a) 	
      the Shares are validly issued and outstanding as a fully
      paid and non-assessable share in the capital of GlucoTel;

	 	 	 
		(b) 	
      it has all requisite corporate power and authority to
      execute and deliver this Letter Agreement, including, but not limited to,
      the Shares duly endorsed for transfer, and any other document contemplated
      by this Letter Agreement (collectively, the







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“Marlon Documents”) to
be executed by Marlon and to perform its obligations hereunder and to consummate
the Transaction contemplated hereby. The execution and delivery of each of the
Marlon Documents by Marlon and the consummation by Marlon of the Transaction
have been duly authorized by Marlon’s board of directors or other such governing
authority. No other corporate or shareholder proceedings on the part of Marlon
is necessary to authorize such documents or to consummate the Transaction. This
Letter Agreement has been, and the other Marlon Documents when executed and
delivered by Marlon will be, duly executed and delivered by Marlon and this
Letter Agreement is, and the other Marlon Documents when executed and delivered
by Marlon as contemplated hereby will be, valid and binding obligations of
Marlon enforceable in accordance with their respective terms except:

	 		
      (i) 
	 as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;
	 	 	 
	 		
      (ii) 
	 as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
    and
	 	 	 
	 		
      (iii) 
	 as limited by public policy.
	 	 	 
	 	(c) 	
      it is the legal, beneficial and registered owner of the
      Shares, with good and marketable title thereto, free and clear of any
      lien, claim, charge, security interest or other encumbrance.

	 	 	 
	 	(d) 	
      No party has any agreement, right or option, consensual
      or arising by law, present or future, contingent or absolute, or capable
      of becoming an agreement, right or option: to require GlucoTel to issue
      any further or other shares in its capital or any other security
      convertible or exchangeable into shares in its capital or to convert or
      exchange any securities into or for shares in the capital of GlucoTel; for
      the issue or allotment of any of the authorized but unissued shares in the
      capital of GlucoTel; to require GlucoTel to purchase, redeem or otherwise
      acquire any of the issued and outstanding shares in the capital of
      GlucoTel; or to purchase or otherwise acquire any shares in the capital of
      GlucoTel.

	 	 	 
	 	(e) 	
      No person, firm or corporation other than Marlon have any
      agreement, option, understanding or commitment, or any right or privilege
      (whether by law, pre- emptive or contractual) capable of becoming an
      agreement, option or commitment for the purchase or other acquisition of
      the Shares.

	 	 	 
	 	(f) 	
      None of the BodyTel Shares have been or will be
      registered under the Securities Act of 1933 (the “1933
      Act”), or under any state securities or “blue sky” laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons
      (a “U.S. Person”), as that term is defined in Regulation S
      under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to
an







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effective registration statement under
the 1933 Act, or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act and in each case only in
accordance with applicable state securities laws.

	 	(g) 	
      BodyTel has not undertaken, and will have no obligation,
      to register any of the BodyTel Shares under the 1933 Act or any other
      securities legislation.

	 	 	 
	 	(h) 	
      it has made an independent examination and investigation
      of an investment in the BodyTel Shares and BodyTel and has depended on the
      advice of its legal and financial advisors and agrees that BodyTel will
      not be responsible in any way whatsoever for Marlon’s decision to invest
      in the BodyTel Shares and BodyTel.

	 	 	 
	 	(i) 	
      it has been advised to consult its own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the BodyTel Shares and with respect to applicable resale restrictions, and
      it is solely responsible (and BodyTel is not in any way responsible) for
      compliance with any applicable laws of the jurisdiction in which Marlon is
      incorporated in connection with the transfer of the BodyTel Shares and the
      applicable resale restrictions thereon.

	 	 	 
	 	(j) 	
      BodyTel will not register any BodyTel Shares not
      transferred in accordance with the provisions of Regulation S without an
      effective registration statement under the 1933 Act or without an
      available exemption from the registration requirements of the 1933 Act and
      in each case in accordance with applicable state securities
laws.

	 	 	 
	 	(k) 	
      neither the Securities and Exchange Commission (the
      “SEC”) nor any other securities commission or similar
      regulatory authority has reviewed or passed on the merits of the BodyTel
      Shares.

	 	 	 
	 	(l) 	
      it is not a U.S. Person.

	 	 	 
	 	(m) 	
      it is not acquiring the BodyTel Shares for the account or
      benefit of, directly or indirectly, any U.S. Person.

	 	 	 
	 	(n) 	
      it is aware that an investment in BodyTel is speculative
      and involves certain risks, including the possible loss of the entire
      investment and it has carefully read and considered the matters set forth
      under the heading “Risk Factors” appearing in BodyTel’s public filings,
      including its periodic and current reports on Form 8-K and any other
      filings filed with the SEC.

	 	 	 
	 	(o) 	
      it: (i) has adequate net worth and means of providing for
      its current financial needs and possible personal contingencies, (ii) has
      no need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the BodyTel Shares for an indefinite
      period of time.

	 	 	 
	 	(p) 	
      upon the issuance thereof, and until such time as the
      same is no longer required under the applicable securities laws and
      regulations, the certificates representing any of the BodyTel Shares will
      bear a legend in substantially the following
form:







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        THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
          TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
          ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES
          HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
          LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
          UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT
          TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
          OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
          SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
          MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”

      

    

  



	5. 	
      Representations of BodyTel. BodyTel hereby
      represents and warrants to Marlon as follows, and acknowledges that Marlon
      is relying thereon in entering this Letter Agreement:

	 	 	 	 
		(a) 	
      It has all requisite corporate power and authority to
      execute and deliver this Letter Agreement and any other document
      contemplated by this Letter Agreement (collectively, the “BodyTel
      Documents”) to be signed by BodyTel and to perform its obligations
      hereunder and to consummate the Transaction. The execution and delivery of
      each of the BodyTel Documents by BodyTel and the consummation by BodyTel
      of the transactions contemplated hereby have been duly authorized by
      BodyTel’s board of directors or other such governing authority. No other
      corporate or shareholder proceedings on the part of BodyTel is necessary
      to authorize such documents or to consummate the transactions contemplated
      hereby. This Letter Agreement has been, and the other BodyTel Documents
      when executed and delivered by BodyTel will be, duly executed and
      delivered by BodyTel and this Letter Agreement is, and the other BodyTel
      Documents when executed and delivered by BodyTel as contemplated hereby
      will be, valid and binding obligations of BodyTel enforceable in
      accordance with their respective terms except:

	 	 	 	 
			(i) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 	 
			(ii) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and







- 5 -

	 		
      (iii)
	  as limited by public policy.
	 	 	 
	 	(b) 	
      The transfer of the Shares to BodyTel is intended to be
      exempt from registration under the1933 Act by virtue of Section 4(2) of
      the 1933 Act on the basis that, among other things, BodyTel is in a
      financial position to hold the Shares for an indefinite period of time and
      to bear the economic risk of, and withstand a complete loss of, the value
      of the Shares, BodyTel, has such knowledge and experience in financial and
      business matters that it is capable of evaluating the merits and risks of
      acquiring the Shares, or has a pre-existing personal or business
      relationship with GlucoTel or any of its officers, directors, or
      controlling persons of a duration and nature that enables the undersigned
      to be aware of the character, business acumen and general business and
      financial circumstances of GlucoTel.

	 	 	 
	 	(c) 	
      The Shares are “restricted securities” under the 1933 Act
      which have been issued without registration and that all certificates
      representing the shares will be endorsed with the following
  legend:




  
    
      
        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND
          HAVE BEEN OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE
          UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
          SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
          UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT
          OR ARE EXEMPT FROM SUCH REGISTRATION”. 

      

    

  



	6. 	
      Conditions to Closing by Marlon. The obligation of
      Marlon to consummate the Transaction is subject to the satisfaction or
      waiver of the conditions set forth below on March 5, 2008 (the
      “Closing Date”) or such earlier date as hereinafter
      specified. The Closing will be deemed to mean the satisfaction or waiver
      of all conditions to Closing. These conditions of closing are for the
      benefit of Marlon and may be waived by Marlon in its sole
    discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of BodyTel set forth in this Letter
      Agreement will be true, correct and complete in all respects as of the
      Closing Date, as though made on and as of the Closing Date.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that BodyTel are required to perform or to comply with pursuant to this
      Letter Agreement at or prior to the Closing must have been performed and
      complied with in all material respects. BodyTel must have delivered each
      of the documents required to be delivered by them pursuant to this Letter
      Agreement.







- 6 -

		(c) 	
      Transaction Documents. This Letter Agreement, the
      BodyTel Documents and all other documents necessary or reasonably required
      to consummate the Transaction, all in form and substance reasonably
      satisfactory to Marlon, will have been executed and delivered to Marlon by
      BodyTel.

	 	 	 
	7. 	
      Conditions to Closing by BodyTel. The obligation
      of BodyTel to consummate the Transaction is subject to the satisfaction or
      waiver of the conditions set forth below on the Closing Date or such
      earlier date as hereinafter specified. The Closing will be deemed to mean
      the satisfaction or waiver of all conditions to Closing. These conditions
      of closing are for the benefit of BodyTel and may be waived by BodyTel in
      its sole discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of Marlon set forth in this Letter
      Agreement will be true, correct and complete in all respects as of the
      Closing Date, as though made on and as of the Closing Date.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that Marlon are required to perform or to comply with pursuant to this
      Letter Agreement at or prior to the Closing must have been performed and
      complied with in all material respects. Marlon must have delivered each of
      the documents required to be delivered by them pursuant to this Letter
      Agreement.

	 	 	 
		(c) 	
      Transaction Documents. This Letter Agreement, the
      Marlon Documents, the Shares and all other documents necessary or
      reasonably required to consummate the Transaction, all in form and
      substance reasonably satisfactory to BodyTel, will have been executed and
      delivered to BodyTel by Marlon.

	 	 	 
	8. 	
      Expenses. Each of the parties hereto shall pay its
      own costs associated with this Letter Agreement and all transactions
      contemplated by this Letter Agreement.

	 	 	 
	9. 	
      No Liabilities at Closing. Closing of the
      Transaction shall be subject to Marlon delivering an executed stock power
      conveying its stock in GlucoTel to BodyTel free and clear of any
    liens.

	 	 	 
	10. 	
      Tax and Legal Advice. Each of the parties hereto
      acknowledges that they have consulted their own independent legal or tax
      advisors with respect to the transactions contemplated by this Agreement
      and acknowledge that BodyTel’s counsel does not represent Marlon and has
      not provided any legal or tax advice to Marlon in connection with the
      transactions contemplated in this Letter Agreement.

	 	 	 
	11. 	
      Counterparts. This Letter Agreement may be
      executed in one or more counterparts, each of which so signed, whether in
      original or facsimile form, shall be deemed to be an original and bear the
      dates as set out above and all of which together will constitute one and
      the same instrument.

	 	 	 
	12. 	
      Entire Agreement. This Letter Agreement represents
      the entire agreement of the parties hereto relating to the subject matter
      hereof and there are no representations, covenants
or







- 7 -

		
      other agreements relating to the subject matter hereof
      except as stated or referred to herein.

	 	 	 
	13. 	
      Currency. All dollar amounts referred to in this
      Letter Agreement are in United States funds.

	 	 	 
	14. 	
      Applicable Laws. This Letter Agreement shall be
      governed by the laws of the State of Nevada.

	 	 	 
	15. 	
      Notices. All notices and other communications
      required or permitted under to this Letter Agreement must be in writing
      and will be deemed given if sent by personal delivery, faxed with
      electronic confirmation of delivery, internationally-recognized express
      courier or registered or certified mail (return receipt requested),
      postage prepaid, to the parties at the addresses specified by a party to
      the others from time to time for notice purposes. All such notices and
      other communications will be deemed to have been received:

	 	 	 
		(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
		(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
		(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
		(d) 	
      in the case of mailing, on the fifth business day
      following mailing.

	 	 	 
	16. 	
      Assignment. This Letter Agreement may not be
      assigned (except by operation of law) by any party without the express,
      written approval of the other parties to this Letter Agreement, such
      approval will not be unreasonably withheld by any of the parties to this
      Letter Agreement.



Remainder of Page Intentionally Blank – Signature Page
Follows




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If this Letter Agreement accurately reflects the intentions of
Marlon and BodyTel, please so indicate by executing and returning a copy of this
Letter Agreement to the undersigned no later than 5:00 pm Pacific Standard Time
on March 5, 2008. 

Sincerely,

BODYTEL SCIENTIFIC INC., a Nevada corporation

	By: 	/s/
      Stefan Schraps	 
	 	Stefan Schraps, President and CEO 	 
	 	 	 
	This Letter Agreement is hereby
      acknowledged this 5th day of March, 2008 
	 
	MARLON
      VERMÖGENSVERWALTUNGSGESELLSCHAFT GMBH 
	 	  	 
	By: 	/s/
      Tan Siekmann	 
	 	Tan Siekmann, Authorized Signatory