NOTE PURCHASE AGREEMENT

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:

     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

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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.

     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:

     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.

     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.

     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.

     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.

     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.

     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.

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

          (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