EXHIBIT 10.12

                              RESTRUCTURE AGREEMENT



         THIS RESTRUCTURE AGREEMENT (the "Agreement") is entered into on March

21, 2003 (the "Effective Date"), by and among Triton Private Equities Fund, L.P.

("Triton"), Nurescell Inc. ("Nurescell"), Advanced Technology Industries, Inc.

("ATI") and ATI Nuklear AG ("ATI Sub"), with reference to the following facts

and circumstances:



         A. Nurescell and ATI Sub have previously entered into a "License

Agreement" dated as of August 15, 2000 (the "License Agreement"), an "Investment

Agreement" dated as of August 17, 2000 (the "Investment Agreement") and a

Modification Agreement dated as of June 11, 2001 (the "Modification Agreement"),

each of which was amended by a "Transaction Restructure Agreement" entered into

as of September 30, 2001 by Nurescell, ATI and ATI Sub (the "2001 Restructure

Agreement"). Under the License Agreement, as amended, Nurescell has licensed to

ATI Sub certain "Technology" (as described in Exhibit 1 to the License

Agreement) in return for specified royalty payments.



         B. Nurescell presently owes ATI (i) approximately $176,158 for

short-term cash advances previously made by ATI to Nurescell and (ii) various

sums for legal fees that ATI has paid on Nurescell's behalf. Nurescell is also

indebted to ATI Sub pursuant to a $1 million promissory note (the "ATI Sub

Note"). The ATI Sub Note is secured by (i) 15,000,000 unissued shares of

Nurescell's common stock ("Nurescell Common Stock"), (ii) a first priority

security interest in the Technology and (iii) all royalties due to Nurescell

pursuant to Section 4.3 of the License Agreement (collectively, the

"Collateral"). Nurescell is presently in default with respect to its obligations

to ATI and its obligations to ATI Sub under the ATI Sub Note.



         C. Nurescell is indebted to Triton (collectively, the "Nurescell Debt")

pursuant to (i) Nurescell's Series 1999-A 8% Convertible Promissory Note dated

December 15, 1999, which came due as to $335,000 in principal on December 1,

2001 (the "1999 Note"), (ii) Nurescell's Series 2000-A 8% Convertible Promissory

Note dated February 8, 2000, which came due as to $385,000 in principal on

December 1, 2001 (the "2000 Note"), (iii) accrued interest on the 1999 Note and

2000 Note (taking into account Triton's prior conversion of $50,000 of the 1999

Note) and (iv) accrued penalties due to Nurescell's failure to register the

shares underlying the 1999 and 2000 Notes as required by the Registration Rights

Agreements (the "Registration Agreements") between Triton and Nurescell dated

December 15, 1999 and February 8, 2000 (again taking into account Triton's prior

conversion of $50,000 of the 1999 Note). Nurescell is presently in default with

respect to its obligations to Triton in connection with the Nurescell Debt.





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         D. In light of the fact that Nurescell is unable to satisfy its

obligations to ATI, ATI Sub and Triton, the parties desire to restructure their

relationship so that (i) through conversion into Nurescell Common Stock of at

least a portion of the Nurescell Debt, Triton is able to become the majority

shareholder of Nurescell and control its operations, (ii) Nurescell's Articles

of Incorporation are amended to increase the number of authorized shares so

that, if Triton so desires, Triton is able to convert all of the Nurescell Debt

into Nurescell Common Stock (assuming a conversion price of $0.001 per share)

and (iii) ATI and/or ATI Sub are able to acquire the Technology in return for

(A) cancellation of the ATI Sub Note, the 2001 Restructure Agreement, the

Investment Agreement, the License Agreement, the Modification Agreement and all

other obligations of Nurescell to ATI or ATI Sub (collectively, the "ATI

Obligations") and (B) release of the Collateral for the ATI Sub Note, in each

case on the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the representations, warranties and

agreements herein contained, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



                                    ARTICLE I

                CONVERSION OF NURESCELL DEBT AND RELATED MATTERS



         1.01 INITIAL TRITON CONVERSION. Immediately after (i) Nurescell's

current Board of Directors adopts resolutions in substantially the form of the

attached Exhibit "A" and (ii) all current directors and officers subsequently

resign from their positions with Nurescell (such resignations being in the form

of the attached Exhibit "B"), Triton shall convert into Nurescell Common Stock

at least that much of the Nurescell Debt as would give Triton a majority of the

then-outstanding shares of Nurescell Common Stock (which is anticipated to

require a conversion for at least 16,070,239 shares). To the extent requested by

Triton, Nurescell shall use its best efforts to assist Triton with the foregoing

conversion (the "Initial Conversion"), including appropriate instructions to

Nurescell's stock transfer agent.



         1.02 INCREASE IN AUTHORIZED SHARES. Upon completion of the Initial

Conversion, Nurescell and Triton shall each use their best efforts to (i) amend

Nurescell's Articles of Incorporation to increase the number of authorized

shares (the "Share Increase") to an amount that will at least allow the balance

of the Nurescell Debt to be converted into Nurescell Common Stock (assuming a

conversion price of $0.001 per share) and (ii) prepare, file with the Securities

and Exchange Commission and deliver to Nurescell's shareholders an Information

Statement (the "Information Statement") describing both the Share Increase and

the transfer of the Technology pursuant to this Agreement (the "Technology

Transfer") in the manner required by law. The parties acknowledge and agree that

the Share Increase and the Technology Transfer will become effective 20 days

after the Information Statement has been sent or given to Nurescell's

shareholders. To the extent reasonably requested by Nurescell and/or Triton,

ATI, in its capacity as a Nurescell shareholder, shall cooperate in causing the

Share Increase to become effective.



         1.03 SUBSEQUENT TRITON CONVERSIONS. After the Effective Date, Triton

may from time-to-time, in its sole discretion, cause some or all of the

remaining Nurescell Debt to be converted into common stock. To the extent

requested by Triton, Nurescell shall use its best efforts to assist Triton with

each such conversion including, but not limited to, providing confirmation of

the prior approval of such conversion by Nurescell's Board of Directors and

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