SECURED CONVERTIBLE DISCOUNT NOTE OF BODYTEL SCIENTIFIC, INC.

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.

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:

     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.

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     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.

     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;

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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)

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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

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" 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.

The Company and the Holder hereby agree as follows:

     4.1 Conversion . (a) On any Business Day in the United States (defined herei