REGISTRATION RIGHTS AGREEMENT





         This Registration Rights Agreement (the "Agreement") is entered into as

of August 15, 2000, by and between Nurescell Inc., a Nevada corporation (the

"Company"), and Nurescell AG, an entity formed under the laws of the Republic of

Germany ("Nurescell AG"), with reference to the following facts and

circumstances:



         A. Capitalized terms used and not otherwise defined herein shall have

the same meaning as set forth in the License and Investment Agreement entered

into concurrently herewith by and between the Company and Nurescell AG (the

"Investment Agreement").



         B. Pursuant to the Call, the Company may in the future issue to

Nurescell AG certain shares of the $.0001 par value common stock of the Company

(the "Common Stock").



         C. In connection with the Investment Agreement, the Company desires to

grant certain registration rights with respect to the shares of Common Stock

obtainable upon the exercise of the Call.



         NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which is hereby acknowledged, the parties agree as follows.





                                    SECTION 1



                                   DEFINITIONS

                                   -----------



         Capitalized terms used in this Agreement and not defined elsewhere

herein shall have the meanings set forth below:



         "COMMISSION" means the Securities and Exchange Commission, or any other

federal agency then administering the Securities Act.



         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,

or any similar federal statute, and the rules and regulations of the Commission

thereunder, all as the same shall be in effect from time to time.



         "LOSSES" means all losses, claims, damages or liabilities and

reasonable expenses related thereto.



         "CALL SHARES" means any shares of Common Stock obtainable upon the

exercise of the Call. As used herein, "Call Shares" also includes any shares of

equity securities of the Company or of a successor company that are issued with

respect to or on account of the Call Shares, including without limitation shares

distributed as stock dividends, shares issued under stock splits or other

recapitalizations, and shares issued under mergers or other reorganizations.



         "SECURITIES ACT" means the Securities Act of 1933, as amended, or any

similar federal statute, and the rules and regulations of the Commission

thereunder, all as the same shall be in effect from time to time.





                                    SECTION 2



                               DEMAND REGISTRATION

                               -------------------



         2.1 At any time within five (5) years following the first exercise of

the Call, upon the written demand of Nurescell AG, the Company shall prepare and

file a registration statement under the Securities Act covering an offering of

such number of Call Shares as shall have been requested to be registered by

Nurescell AG in such demand; provided, however, that (i) the Company shall be

obligated to effect a registration pursuant to this Section 2.1 no more than

four (4) times, and (ii) no demand shall be made within six (6) months following

the date of the exercise of the Call.



         2.2 The Company shall proceed as expeditiously as possible after

receipt of a demand pursuant to Section 2.1 hereof to file a registration

statement and use its best efforts to cause such registration statement to

become effective within one hundred twenty (120) days after the receipt of such

written demand or, in the case of a demand made within sixty (60) days prior to

the end of the Company's then fiscal year, within two hundred ten (210) days

after the receipt of such written demand. The Company shall select any

underwriter(s) to be engaged in connection with any such registration.







<PAGE>



                                    SECTION 3



                             PIGGYBACK REGISTRATION

                             ----------------------



         3.1 If at any time within five (5) years following the first exercise

of the Call, the Company proposes to register any offering of shares of its

capital stock under the Securities Act, and if such registration is to be on a

form of the Commission that may include, or is at any time amended or changed to

such a form that may include the Call Shares, the Company will provide written

notice to Nurescell AG of the Company's intention to register the offering at

least thirty (30) days prior to the filing of said registration statement.

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