REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 20, 2005, by and between Nurescell Inc., a Nevada corporation (the Company), and each of the entities whose names appear on the signature pages hereof.  Such entities are each referred to herein as an Investor and, collectively, as the Investors.

The Company has agreed, on the terms and subject to the conditions set forth in the certain private placement Subscription Agreement, dated May 12, 2005 (the Subscription Agreement), to issue and sell to each Investor named therein (i) Units (the Units) comprised of shares of its Common Stock and Common Stock Purchase Warrants to purchase additional shares of the Companys Common Stock, par value $0.0001 per share (the Common Stock).

The shares of Common Stock into which the Warrants are exercisable are referred to herein as the Warrant Shares.

In order to induce each Investor to enter into the Subscription Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the Securities Act), and under applicable state securities laws.  Capitalized terms used herein, and not otherwise defined, shall have the respective meanings set forth in the Subscription Agreement.

In consideration of each Investor entering into the Subscription Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings specified:

(a)

Closing Date means May 12, 2005.

(b)

 Effective Date means the date on which the Registration Statement is declared effective by the Securities and Exchange Commission (the Commission);

(c)

 Filing Deadline means the one hundred twentieth (120th) calendar day following the Closing Date;

(d)

Holder means any person owning or having the right to acquire, including without limitation through exercise of the Warrants, Registrable Securities, including initially each Investor and thereafter any permitted assignee thereof;

(e)

Outstanding Registrable Securities means, at any time, all Registrable Securities outstanding at such time.

(f)

Registrable Securities means the Shares and the Warrant Shares and any other shares of Common Stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of Common Stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for, or otherwise in respect of, the Shares or the Warrant Shares; provided, however, that Registrable Securities shall not include any such shares that have been sold pursuant to the Registration Statement or Rule 144;

(g)

Registration Deadline means the two hundred tenth (210th) calendar day following the filing date of the Companys Registration Statement on Form SB-2.

(h)

Registration Period has the meaning set forth in paragraph 2(b) below; and

(i)

Registration Statement means the Registration Statement on Form SB-2 (or Form S-3 if applicable) to be filed hereunder with the U.S. Securities and Exchange Commission (the Commission) and relating to resales of the Registrable Securities.

2.

REGISTRATION.

(a)

Registration Statement.  On or before the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement on Form SB-2 as a shelf registration statement under Rule 415 promulgated under the Securities Act (Rule 415) covering resale of a number of shares of Common Stock equal to the number of shares required to be reserved pursuant to the Subscription Agreement as of the Closing Date. The Registration Statement shall state, to the extent permitted by Rule 416, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events.  In the event that the Company becomes eligible to use Form S-3 to register the resale of Registrable Securities by the Holders, the Company shall use commercially reasonable efforts, as soon as practicable following the date on which it becomes eligible to use Form S-3 to convert the Registration Statement to a Form S-3, or file a new registration statement on Form S-3, covering the greater of (i) the number of shares of Common Stock covered by the Registration Statement and remaining unsold thereunder and (ii) the number of Outstanding Registrable Securities, provided, however, that the Commissions failure to consent to such conversion shall not be deemed to be a default under any provision of this Agreement, and provided further that the Company shall not be required to effect any such conversion if a Holder is eligible to sell Registrable Securities under Rule 144, or if less than seventy-five thousand (75,000) shares are then required hereunder to be covered under any such Registration Statement.

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