REGISTRATION RIGHTS AGREEMENT





          This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of February 8, 2000, between Nurescell Inc., a Nevada

corporation (the "COMPANY"), and the Purchaser named on the signature page

hereof (the "PURCHASER").



          This Agreement is being entered into pursuant to that Securities

Purchase Agreement, dated as of the date hereof, by and between the Company and

the Purchaser (the "PURCHASE AGREEMENT").



          The Company and the Purchaser hereby agree as follows:



     1.   DEFINITIONS.



          Capitalized terms used and not otherwise defined herein shall have the

meanings given such terms in the Purchase Agreement. As used in this Agreement,

the following terms shall have the following meanings:



          "ADVICE" shall have the meaning set forth in Section 3(m).



          "AFFILIATE" means, with respect to any Person, any other Person that

directly or indirectly controls or is controlled by or under common control with

such Person. For the purposes of this definition, "CONTROL," when used with

respect to any Person, means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities, by contract or otherwise;

and the terms of "AFFILIATED," "CONTROLLING" and "CONTROLLED" have meanings

correlative to the foregoing.



          "BLACKOUT PERIOD" shall have the meaning set forth in Section 3(n).



          "BOARD" shall have the meaning set forth in Section 3(n).



          "BUSINESS DAY" means any day except Saturday, Sunday and any day which

shall be a legal holiday or a day on which banking institutions in the state of

Delaware generally are authorized or required by law or other government actions

to close.



          "COMMISSION" means the Securities and Exchange Commission.





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          "COMMON STOCK" means the Company's Common Stock, par value $.0001 per

share.



          "EFFECTIVENESS DATE" means with respect to the Registration Statement

the 120th day following the Closing Date.



          "EFFECTIVENESS PERIOD" shall have the meaning set forth in

Section 2(a).



          "EVENT" shall have the meaning set forth in Section 7(e)(i).





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



          "FILING DATE" means the 30th day following the Closing Date.



          "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,

from time to time of Registrable Securities.



          "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).



          "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).



          "LOSSES" shall have the meaning set forth in Section 5(a).



          "NOTE" or "NOTES" means the Series 2000-A Eight Percent (8%)

Convertible Notes of the Company, the form of which is shown as Exhibit A to the

Purchase Agreement, issued or to be issued to the Purchaser pursuant to the

Purchase Agreement.



          "OTC BULLETIN BOARD" shall mean the over-the-counter electronic

bulletin board market or exchange.



          "PERSON" means an individual or a corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or political subdivision

thereof) or other entity of any kind.



          "PROCEEDING" means an action, claim, suit, investigation or proceeding

(including, without limitation, an investigation or partial proceeding, such as

a deposition), whether commenced or threatened.



          "PROSPECTUS" means the prospectus included in the Registration

Statement (including, without limitation, a prospectus that includes any

information previously omitted from a prospectus filed as part of an effective

registration statement in reliance upon Rule 430A



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promulgated under the Securities Act), as amended or supplemented by any

prospectus supplement, with respect to the terms of the offering of any portion

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