SECURITIES PURCHASE AGREEMENT



     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made as of

February 8, 2000, by and between Nurescell Inc., a corporation organized under

the laws of the State of Nevada, U.S.A., with headquarters located at 1400

Bristol Street North, Suite 240, Newport Beach, California 92660 (the "Company")

and the buyer set forth on the execution page hereof (the "Buyer").



                                    RECITALS



     A.   The Company and the Buyer are executing and delivering this Agreement

in reliance upon the exemption from securities registration afforded by the

provisions of Regulation D ("Regulation D") as promulgated by the United States

Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,

as amended (the "1933 Act") and Section 4(2) under the 1933 Act;



     B.   The Buyer desires to purchase from the Company, and the Company

desires to sell to the Buyer, for the amounts and upon the terms and conditions

stated in this Agreement, in a closing (the "Closing") as herein described,

certain of the Company's convertible notes as listed and described in Recital

B(i) immediately below, and certain warrants as listed and described in Recital

B(ii) below.



          (i)  At the Closing (the "Closing"), the Company's Series 2000-A Eight

               Percent (8%) Convertible Notes, the form of which is attached

               hereto as Exhibit A (the "Notes"), which may be converted into

               common stock of the Company, $.0001 par value per share ("Common

               Stock"), upon the terms and conditions hereof and upon the terms

               and conditions of the Notes. The purchase price for the Notes

               sold pursuant to this Agreement shall be as stated in Section

               1(a) below. The total aggregate face amount of the Notes to be

               issued and sold by the Company at the Closing is Three Hundred

               Eighty Five Thousand and no/100 United States Dollars

               ($385,000.00), all in accordance with the terms of this Agreement

               and of the Notes.



          (ii) At the Closing, as additional consideration for Buyer's purchase

               of the Notes a warrant (the "Warrants") to purchase 75,000 shares

               of Common Stock at a purchase price of $4.00 per share, which

               Warrants must be exercised if at all within three (3) years after

               the date of issuance. The Warrants shall be substantially in the

               form attached hereto as Exhibit B.



     The Common Stock into which the Notes may (in accordance with their terms)

be convertible shall be collectively referred to herein as the "Conversion

Shares." Certain shares of Common Stock may (at the Company's option as

described in the Notes) be issued to the Buyer in payment of interest (the

"Interest Shares"). The Common Stock received upon exercise of the Warrants

shall be referred





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to as the "Warrant Shares." The Notes, the Conversion Shares, the Interest

Shares (if any), the Warrants and the Warrant Shares may be collectively

referred to herein as the "Securities."



     C.   Contemporaneously with the execution and delivery of this Agreement,

the parties hereto are executing and delivering a Registration Rights Agreement

(the "Registration Rights Agreement") substantially in the form of Exhibit C

attached hereto pursuant to which the Company has agreed to provide certain

registration rights under the 1933 Act and the rules and regulations promulgated

thereunder, and applicable state securities laws.



                                   AGREEMENTS



     NOW, THEREFORE, in consideration of their respective promises contained

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged by the parties, the Company and the Buyer hereby

agree as follows:



     1.   PURCHASE AND SALE OF SECURITIES.



     a.   PURCHASE. The Buyer hereby agrees to purchase from the Company, and

the Company agrees to sell to the Buyer, $385,000.00 in aggregate principal

amount of Notes at the Closing. The purchase price (the "Purchase Price") for

the Notes purchased at the Closing shall be $250,000.00.



     b.   THE CLOSING. The date of the Closing (the "Closing Date") shall be

February 8, 2000. The Purchase Price for the Notes being purchased at the

Closing shall be delivered to the Escrow Agent (as defined in the Escrow

Agreement substantially in the form of Exhibit D attached hereto (the "Escrow

Agreement")) on behalf of the Company on or before the Closing Date. On or

before the Closing Date, the Company shall deliver the original Notes and

Warrants being purchased at the Closing, duly issued, authorized and executed by

the authorized officers on behalf of the Company, to the Escrow Agent (as

defined in the Escrow Agreement) on behalf of the Buyer.



     c.   FORM OF PAYMENT. The Buyer shall pay the Purchase Price for the

Securities purchased at the Closing by wire transfer of immediately available

funds in United States Dollars, to be deposited into the Escrow Account as

defined in the Escrow Agreement, against delivery to the Escrow Agent of duly

executed Notes and Warrants being purchased by the Buyer hereunder at such

Closing. The Escrow Agent shall be responsible for delivery of the Purchase

Price to the Company and the Notes and Warrants to the Buyer in accordance with

the terms of the Escrow Agreement and with the instructions of the said parties.



     2.   BUYER'S REPRESENTATIONS AND WARRANTIES.



     The Buyer understands, agrees with, and represents and warrants to the

Company with respect to its purchase hereunder, that:





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     a.   INVESTMENT PURPOSES; COMPLIANCE WITH 1933 ACT. The Buyer is purchasing

the Securities for its own account for investment only and not with a view

towards, or in connection with, the public sale or distribution thereof, except

pursuant to sales registered under or exempt from the 1933 Act and applicable

state securities laws. The Buyer is not purchasing the Securities for the

purpose of covering short sale positions in the Common Stock established on or

prior to the Closing Date. The Buyer agrees to offer, sell or otherwise transfer

the Securities only (i) in accordance with the terms of this Agreement, the

Notes and the Warrants, as applicable, and (ii) pursuant to registration under

the 1933 Act or to an exemption from registration under the 1933 Act and any

other applicable securities laws. The Buyer does not by its representations

contained in this Section 2(a) agree to hold the Securities for any minimum or

other specific term and reserves the right to dispose of the Securities at any

time pursuant to a registration statement or in accordance with an exemption

from registration under the 1933 Act, in all cases in accordance with applicable

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