_______________________________________________________

AGREEMENT AND PLAN OF REORGANIZATION

AMONG

NURESCELL INC.,

a Nevada Corporation

AND

HOTJ ACQUISITION CORP.,

a California Corporation

AND

HOUSE OF TAYLOR JEWELRY, INC.,

a California Corporation

_______________________________________________________

1

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (this Agreement), entered into on May 20, 2005, by and among Nurescell Inc., a Nevada corporation (Parent); HOTJ Acquisition Corp., a California corporation and a subsidiary of Parent (Sub); and House of Taylor Jewelry, Inc., a California corporation (Company). Parent, Sub and Company are referred to, collectively, as the Parties.

RECITALS

A.

Parent, Sub and Company intend to effect a Merger of Sub into Company in accordance with this Agreement and the California General Corporation Law. Upon consummation of the Merger, the Sub will cease to exist and Company will continue as a wholly-owned subsidiary of the Parent.

B.

This Agreement has been approved by the respective boards of directors of Parent, Sub and Company and by shareholders owning more than 80% of the outstanding voting stock of Company.

C.

The parties intend that the Merger will be treated as a tax free reorganization as described in Section 368 of the Internal Revenue Code of 1986, as amended (the Code).

AGREEMENT

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

Affiliate has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

Certificate of Merger has the meaning set forth in Section 2(c) below.

Closing has the meaning set forth in Section 2(b) below.

Class A Common Stock has the meaning set forth in Section 3(b) below.

Class B Common Stock has the meaning set forth in Section 3(b) below.

Closing Date has the meaning set forth in Section 2(b) below.

Company has the meaning set forth in the preface above.

Company Share means any share of Class A Common Stock or of Class B Common Stock, no par value per share, of Company.

Company Stockholder means any Person who or which holds any Company Shares.

Confidential Information means any information concerning the businesses and affairs of Company and its Subsidiary that is not already generally available to the public.

Conversion Ratio has the meaning set forth in Section 2(d)(4) below.

California General Corporation Law means the General Corporation Law of the State of California, as amended.

Disclosure Schedule has the meaning set forth in Section 3 below.

Dissenting Share means any Company Share held of record by any stockholder who or which has exercised his, her, or its appraisal rights, if any, under the applicable sections of the California General Corporation Law.

Effective Time has the meaning set forth in Section 2(d)(1) below.

Exchange Agent has the meaning set forth in Section 2(e) below.

GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied.

IRS means the Internal Revenue Service.

Knowledge means actual knowledge after reasonable investigation.

Lien means any mortgage, pledge, lien, encumbrance, charge, or other security interest other than (a) liens for Taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

Material Adverse Effect or Material Adverse Change means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Company and its Subsidiaries, taken as a whole, or on the ability of Company to consummate timely the transactions contemplated hereby.

Merger has the meaning set forth in Section 2(a) below.

Ordinary Course of Business means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency) and as to Company shall also include sales and issuances of securities, contracts, purchases and dispositions of equipment and other transactions involved in the organization and operation of Company.

Parent has the meaning set forth in the preface above.

Parent Share means any share of the common stock, $.0001 par value per share, of Parent.

Party has the meaning set forth in the preface above.

Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

PPM means those certain confidential private placement subscription documents of Parent dated as of May , 2005 relating to the offering of up to 125,000 units at $4.00 per unit, for gross proceeds of $500,000, with each unit consisting of (i) two shares of common stock of Parent and (ii) one callable warrant allowing the holder thereof to purchase a share of common stock of Parent at $3.50 per share.

Requisite Company Stockholder Approval means the affirmative vote of the holders of a majority of Company Shares in favor of this Agreement and the Merger.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Securities Exchange Act means the Securities Exchange Act of 1934, as amended.

Sub has the meaning set forth in the preface above.

Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entitys gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term Subsidiary shall include all Subsidiaries of such Subsidiary.

Surviving Corporation has the meaning set forth in Section 2(a) below.

ARTICLE 2
REORGANIZATION TRANSACTION

(a)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the California General Corporation Law, Sub shall be merged into Company. At the Effective Time, the separate existence of Sub shall cease, and Company shall continue as the surviving corporation (the Surviving Corporation) under the name of Global Jewelry Concepts, Inc.

(b)

The Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices designated by Company or at 10390 Santa Monica Boulevard, Los Angeles, California 90025 on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the parties may mutually determine (the Closing Date).

(c)

Actions at the Closing. At the Closing, (i) Company will deliver to Parent and Sub the various certificates, instruments, and documents referred to in Section 6(a) below, (ii) Parent and Sub will deliver to Company the various certificates, instruments, and documents referred to in Section 6(b) below, (iii) Parent, Sub and Company will file with the Secretary of State of the State of California a Certificate of Merger in the form attached hereto as Exhibit A (the Certificate of Merger), and (iv) Company will deliver to the Exchange Agent in the manner provided below in this Section 2 the certificate(s) evidencing the Parent Shares to be issued in the Merger.

(d)

Effect of Merger.

(1)

General. The Merger shall become effective at the time (the Effective Time) Sub and Company file the Certificate of Merger with the Secretary of State of the State of California. The Merger shall have the effect set forth in the California General Corporation Law. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either Sub or Company in order to carry out and effectuate the transactions contemplated by this Agreement. At or about the Effective Time the Surviving Corporation shall change its name to Global Jewelry Concepts, Inc.

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