House of Taylor Jewelry, Inc. – ‘PREM14C’ for 6/1/03

On:  Monday, 4/28/03, at 3:09pm ET   ·   For:  6/1/03   ·   Accession #:  1019687-3-834   ·   File #:  0-25377

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Preliminary Proxy Information Statement — Merger or Acquisition   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Proxy Information Statement -- Merger     36    167K 
                          or Acquisition                                         

Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)

Check the appropriate box:                                                      

|X| Preliminary Information Statement                                         
[ ] Confidential, For Use of the Commission Only (as permitted by             
Rule 14c-5(d)(2))                                                     
[ ] Definitive Information Statement                                          

NURESCELL INC.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

|_| No fee required                                                             

|X| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11        

(1) Title of each class of securities to which transaction applies:             
None                                                                    
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(2) Aggregate number of securities to which transaction applies:                
Not applicable                                                          
    ----------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11(set forth the amount on which the filing fee is  
calculated and state how it was determined):                            
Cancellation of $1,200,000 of indebtedness                              
    ----------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                            
$1,200,000                                                              
    ----------------------------------------------------------------------------

(5) Total fee paid:                                                             
$240                                                                    
    ----------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.                           

[ ] Check box if any part of the fee is offset as provided by Exchange Act    
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                                     

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

(2) Form, Schedule or Registration Statement No.:                               

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

(3) Filing Party:                                                               

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(4) Date Filed:                                                                 

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NURESCELL INC.
P.O. Box 116
North Haven, Connecticut 06473

 INFORMATION STATEMENT
 Dated [_______________], 2003

 GENERAL

          This Information Statement is being circulated to the stockholders
of Nurescell Inc., a Nevada corporation (the "Company"), in connection with the 
taking of corporate action without a meeting by the written consent (the        
"Written Consent") of the holder of a majority of the Company's outstanding     
shares of $0.0001 par value common stock (the "Common Stock"). The stockholder  
who signed the Written Consent is Triton Private Equities Fund, L.P. ("Triton"),
which holds of record 30,000,000 shares of Common Stock (65.1% of the shares    
outstanding). A copy of the Written Consent is attached to this Information     
Statement as Exhibit "A."                                                       

         As more completely described below, the matters upon which action
has been taken pursuant to the Written Consent are: (i) approval of the transfer
of the Company's radiation shielding technology, constituting substantially all 
of the Company's assets (the "Technology Transfer"), (ii) approval of an        
amendment to the Fourth Article of the Company's Articles of Incorporation, as  
amended, to increase the number of authorized shares of Common Stock from       
50,000,000 to 2,000,000,000 (the "Share Increase") and (iii) authorization of   
the Company's Board of Directors to implement an up to one-for-2,000 reverse    
stock split of the Company's outstanding Common Stock (the "Reverse Stock       
Split") upon a determination by the Board of Directors that the Reverse Stock   
Split is in the best interests of the Company and its stockholders.             

     The date and place at which action was taken by Written Consent was
[_______], 2003, at 225 N. Market Street, Suite 333, Wichita, Kansas 67202.     

         This Information Statement is being first given or sent to stockholders
on or about [___________], 2003.                                                

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

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 VOTING SECURITIES AND VOTE REQUIRED

  On [_______], 2003, the Company's Board of Directors ratified or
approved, subject to stockholder approval, the Share Increase and the Technology
Transfer, which the Board of Directors deemed to be in the best interests of the
Company and its stockholders. The Board of Directors further authorized the     
preparation of the Written Consent and the preparation and circulation of this  
Information Statement to the Company's stockholders.                            

         There are currently 46,060,025 shares of Common Stock outstanding, with
each share of Common Stock being entitled to one vote. The written consent of   
ten or fewer stockholders of the Company holding at least 23,030,013 shares of  
the issued and outstanding Common Stock was necessary to approve the actions    
taken pursuant to the Written Consent. Except for the Common Stock, there is no 
class of voting securities outstanding at this date. The record date for        
determining the stockholders who are entitled to receive this Information       
Statement is [ ], 2003 (the "Record Date").                                     

         The matters upon which action was taken pursuant to the Written Consent
were: (i) the approval of the Technology Transfer, (ii) the approval of the     
Share Increase and (iii) the authorization of the Reverse Stock Split.          

   Pursuant to a Restructure Agreement (the "Restructure Agreement")
entered into on March 21, 2003 between the Company, Triton, Advanced Technology 
Industries, Inc. ("ATI") and ATI's subsidiary, ATI Nuklear AG ("AG"), on March  
21, 2003, Triton converted $30,000 in principal amount of a convertible         
promissory note previously issued to Triton by the Company into 30,000,000      
shares of Common Stock, thus giving Triton approximately 65% of the Company's   
outstanding Common Stock and voting control over the Company. Also on March 21, 
2003, Triton's representative, Lawrence Shatsoff, became the Company's sole     
officer and director, replacing James Samuelson (a representative of ATI) and   
Shelby Brewer. No loans or pledges were obtained by Triton for the purpose of   
acquiring control of the Company and, except as specified in the Restructure    
Agreement, there are no arrangements or understandings among Triton and those   
persons formerly in control of the Company with respect to the election of      
directors or other matters.                                                     

 The cost of this Information Statement, consisting of printing,
handling and mailing of the Information Statement and related materials, and the
actual expense incurred by brokerage houses, custodians, nominees and           
fiduciaries in forwarding the Information Statement to the beneficial owners of 
the shares of Common Stock, will be paid by the Company.                        

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       BENEFICIAL OWNERSHIP. The following table contains information, as of
the Record Date, with respect to the beneficial ownership of the Company's      
Common Stock by (i) all directors of the Company, (ii) all persons or entities  
who beneficially own more than 5% of the Common Stock and (iii) all directors   
and executive officers of the Company as a group. Common Stock not outstanding  
but deemed beneficially owned by a stockholder by virtue of the right to acquire
shares within 60 days is treated as outstanding only when determining the amount
and percentage of Common Stock owned by such stockholder. Unless otherwise      
noted, each person or entity listed below has sole voting and investment power  
with respect to the shares shown.                                               

Name of                         Amount and Nature of              Percent of    
Beneficial Owner                Beneficial Ownership               Class (1)    
----------------                --------------------               ---------    

Lawrence Shatsoff,                      -0-                           N/A       
President, Secretary,                                                           
Chief Financial Officer                                                         
and Director (2)                                                                

Triton Private Equities             30,000,000(4)                   65.13%      
Fund, L.P. (3)                                                                  

Advanced Technology                  4,590,000                       9.97%      
Industries, Inc. (5)                                                            

All current directors and               -0-                           N/A       
executive officers as a group                                                   
(one person)                                                                    

_______________                                                                 

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(1)   Based on 46,060,025 shares of Common Stock issued and outstanding as of   
[______], 2003.                                                     

(2)   Address is c/o the Company at P.O. Box 116, North Haven, Connecticut      
06473.                                                              

(3)   Address is 225 N. Market Street, Suite 333, Wichita, Kansas, 67202.       

(4)   Triton also holds $305,000 in principal amount of the Company's Series    
      1999-A Convertible Promissory Note and $385,000 in principal amount of the
  Company's Series 2000-A Convertible Promissory Note (collectively, the
   "Notes"). The Notes, together with accrued interest thereon and certain
   accrued penalties with respect thereto, were convertible into up to [ ]
   shares of Common Stock on the Record Date. The conversion amount varies
 based on a percentage of a specified average closing bid price of the
   Common Stock during a specified period prior to the conversion date. In
addition, as of the Record Date, Triton had loaned to the Company or
provided for its benefit $[ ]for operating expenses (the "Operating 
     Loans"). The Operating Loans are convertible into shares of the Company's
    Common Stock at the same rate as the Company's Series 2000-A Convertible
Promissory Note, resulting in up to [ ] shares of Common Stock being
issuable to Triton on the Operating Loans as of the Record Date. The
      number of shares obtainable upon conversion of the Notes and the Operating
Loans changes constantly and so is not included in the above table. 

(5)   Address is Taubenstrasse 20, Berlin, Germany, 10117.                      

        CHANGE IN CONTROL. Triton is in the process of determining whether the
Company has any value as a participant in a merger or other business            
combination. At this time, there is no estimate as to when, if ever, a suitable 
merger or other business combination for the Company will be identified. Should 
such a merger or other business combination actually occur, it is expected that 
there would be an accompanying change in control of the Company.                

 INTEREST OF CERTAIN PERSONS IN THE MATTERS TO BE ACTED UPON

        With the exception of Lawrence Shatsoff, the current sole director and
officer of the Company, and James Samuelson, a former director and officer of   
the Company, as of the date of this Information Statement there are no persons  
who have been a director or officer of the Company since the beginning of the   
last fiscal year, or any associate of any such person, who have any substantial 
interest in the matters acted upon by the Written Consent. Mr. Shatsoff is a    
member of Triton Capital Management, L.L.C., the general partner of Triton,     
which has a substantial interest in the Share Increase. Mr. Samuelson is an     
officer of ATI, which has a substantial interest in the Technology Transfer.    

 APPROVAL OF THE TECHNOLOGY TRANSFER

       GENERAL. On March 21, 2003, the Company's Board of Directors approved
the Technology Transfer, which was ratified by the Company's Board of Directors 
on [ ], 2003. The Technology Transfer is being made pursuant to the Restructure 
Agreement between the Company, Triton, ATI and AG. A copy of the Restructure    
Agreement is attached to this Information Statement as Exhibit "B."             

        TERMS OF THE TECHNOLOGY TRANSFER. The Technology Transfer provides for
the transfer by the Company to ATI or AG of all right, title and interest in and
to the Company's radiation shielding technology (the "Technology") in return for
the cancellation by ATI and AG of all debts and other obligations owed to either
of them by the Company (the "ATI Obligations"), consisting primarily of a $1    
million promissory note, plus interest, secured by the Technology (among other  
things) and approximately $200,000 in short-term cash advances and payments made
by ATI to or for the Company. The Technology consists of proprietary            
intellectual property, including patents and patent applications. ATI presently 
owns 4,590,000 shares of Company Common Stock (see "Security Ownership of       
Certain Beneficial Owners and Management"), and AG is a subsidiary of ATI.      

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 The Restructure Agreement contains various customary provisions
relating to the Company, ATI and AG. Those provisions include, among other      
things, representations and warranties with respect to (i) the execution and    
enforceability of the Restructure Agreement and (ii) title to, and absence of   
liens on, the Technology. The preparation and circulation of this Information   
Statement is a condition to the completion of the Technology Transfer, and,     
subject to certain provisions of the Restructure Agreement, it is expected that 
such completion will occur 23 days after this Information Statement is sent or  
given to the Company's stockholders. No federal or state regulatory requirements
or approvals must be complied with or obtained in connection with the Technology
Transfer. In light of AG's security interest in the Technology in connection    
with the ATI Obligations, the parties have agreed that the transfer of the      
Technology pursuant to the Restructure Agreement constitutes a transfer of      
collateral pursuant to Section 9609 of the California Uniform Commercial Code.  

      EFFECT OF THE TECHNOLOGY TRANSFER. Following the consummation of the
Technology Transfer, the Company expects to have essentially no assets. However,
after that consummation, as well as certain anticipated conversions of          
outstanding debt into Common Stock (see "Approval of an Increase in the         
Authorized Shares"), it is expected that the Company will be left with only     
approximately $100,000 in liabilities. It is expected that those remaining      
liabilities will either be settled for cash using funds provided by Triton or   
paid with funds provided by a third party in conjunction with a merger or other 
consolidation with the Company. As the Technology Transfer involves the transfer
of assets in return for cancellation of certain indebtedness, the Company's     
stockholders will retain their equity interests in the Company following the    
consummation of the Technology Transfer.                                        

     FAIRNESS OF THE TECHNOLOGY TRANSFER; RECOMMENDATION OF THE BOARD OF
DIRECTORS. The Technology Transfer will leave the Company with essentially no   
assets and no way of doing business. However, to date, the Company had been     
unsuccessful in marketing the Technology and it is highly uncertain as to when, 
if ever, the Technology could be used as the basis for profitable business      
operations, especially in light of the Company's continuing inability to obtain 
funding for those operations. In light of the fact that (i) Triton has taken    
control of the Company in order to determine its potential as a candidate in a  
merger or other business combination, (ii) Triton believes that a merger or     
other business combination is not feasible so long as the ATI Obligations remain
in existence, (iii) AG holds a security interest in the Technology and (iv)     
there appears to be no other potential purchaser of the Technology for an amount
sufficient to allow the Company to repay the ATI Obligations and release the    
security interest, the only means of cancelling the ATI Obligations is through a
transfer of the Technology to ATI or AG. As a result, the Company's Board of    
Directors determined that it is in the Company's best interests to transfer the 
Technology to ATI or AG. In reaching its determination, the Board of Directors  
considered (i) the terms of the Technology Transfer and related matters, (ii)   
potential alternatives to the Technology Transfer, (iii) the financial risks if 
the Technology Transfer is not consummated, including inability to repay the ATI
Obligations, (iv) the risk that if the Company retains the Technology it will   
not be able raise sufficient funds to utilize the Technology and (v) the ongoing
operating losses of the Company and the substantial legal, accounting and other 
costs that would be incurred if the Company were to continue its business       
operations with respect to the Technology.                                      

  Based on the foregoing, the Board of Directors believes that the
Company's transfer of substantially all of its assets through the Technology    
Transfer is fair to, and in the best interests of, the Company and its          
stockholders. In view of the variety of factors considered in connection with   
its evaluation of the Technology Transfer, the Board of Directors did not find  
it practicable to, and did not quantify or otherwise attempt to, assign relative
weights to the specific factors considered in reaching its determination. Due to
the Company's financial condition, it could not pay for an opinion from a third 
party as to the fairness of the Technology Transfer.                            

        FEDERAL INCOME TAX CONSEQUENCES OF THE TECHNOLOGY TRANSFER. There will
be no material adverse tax consequences to the Company as a result of the       
Technology Transfer. Stockholders of the Company will experience no direct      
federal income tax consequences as a result of the consummation of the          
Technology Transfer. The foregoing constitutes only a general description of the
federal income tax consequences of the Technology Transfer.                     

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         OTHER INFORMATION. The affirmative vote of the holders of a majority of
the shares of outstanding Common Stock is required for the approval of the      
Technology Transfer (with that vote having been obtained pursuant to the Written
Consent). Based on the above factors, the Board of Directors believes that the  
Technology Transfer is in the best interests of the Company and its             
stockholders. It is anticipated that the Technology Transfer will occur 23 days 
following the mailing of this Information Statement to the Company's            
stockholders. Stockholders of the Company have no dissenters' or appraisal      
rights with respect to the Technology Transfer.                                 

APPROVAL OF AN INCREASE IN THE AUTHORIZED SHARES

         The Company is presently authorized to issue up to 50,000,000 shares of
Common Stock and up to 1,000,000 shares of preferred stock, in each case par    
value $0.0001 per share. The Company currently has outstanding 46,060,025 shares
of Common Stock, with no preferred stock issued and outstanding. As a result,   
the Company has less than 4,000,000 shares of Common Stock available for future 
issuance. As described above in "Security Ownership of Certain Beneficial Owners
and Management," as of the Record Date, Triton was entitled to convert its      
existing Notes and Operating Loans into up to [_____] shares of the Company's   
Common Stock. While that number varies based on the market price of the Common  
Stock, assuming (i) a continuing market price of $[_____] per share and (ii)    
that the combined principal, accrued interest and accrued penalties on the Notes
and Operating Loans totals approximately $[_____], the Company anticipates that 
in the future Triton will be able to convert the Notes and Operating Loans into 
at least [_____] shares of Common Stock. Therefore, the number of authorized    
shares must be increased to at least [_____] in order to satisfy the Company's  
legal obligations to Triton. In addition, certain creditors of the Company have 
agreed to exchange at total of $722,459 in debt owed to them by the Company into
an aggregate of 72,245,862 shares of the Company's Common Stock. As a result,   
the number of authorized shares must be increased to at least [_____] in order  
to satisfy the Company's legal obligations to Triton and those other creditors. 
Triton now owns approximately 65% of the Company's outstanding Common Stock.    
Assuming the issuance of an additional [_____] shares of Common Stock to Triton 
following the Share Increase, it is expected that Triton's interest in the      
Company will increase to approximately [___%]. At this time, Triton intends to  
use its control over the Company to bring about a merger or other business      
combination with as third party. There is, however, no estimate as to when, if  
ever, a suitable merger or other business combination for the Company will be   
identified.                                                                     

         In light of the above, the Share Increase will amend the Fourth Article
of the Company's Articles of Incorporation to increase the number of authorized 
shares of Common Stock to 2,000,000,000, with [_____] of those shares reserved  
for issuance to Triton, 72,245,862 of those shares reserved for issuance to     
certain other creditors as described above, and the balance to be used for such 
other issuances (including, but not limited to, issuances to consultants of the 
Company as compensation for their services) as the Company's Board of Directors 
may approve from time-to-time. The rights of those additional shares of Common  
Stock will be identical to those of the currently outstanding shares and the    
amendment will not alter the current number of issued shares or the relative    
rights and limitations of those shares. The Company has no current plans for the
issuance of additional shares of Common Stock other than as described above. Any
issuance of additional shares of Common Stock could have the effect of, among   
other things, diluting earnings per share, book value per share and/or voting   
power of the currently outstanding shares of Common Stock. There is no assurance
that the additional authorized shares will be issued under circumstances that   
result in increased stockholder value for existing stockholders. It is not      
anticipated that any issuance of additional shares will require a vote of the   
Company's stockholders.                                                         

      Were the Share Increase not approved, the Company would be unable to
comply with its obligations with respect to Triton and certain other creditors, 
which would, in turn, subject the Company to liability due to its default with  
respect to those obligations. In addition, if the Share Increase was not        
approved the Company would be prohibited from pursuing other courses of action  
that might require it to issue additional shares of Common Stock in excess of   
the currently remaining authorized but unissued shares. At this time, however,  
there are no transactions of that nature which are probable of occurring.       

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       On [_____], 2003, the Company's Board of Directors approved the Share
Increase. The affirmative vote of the holders of a majority of the shares of    
outstanding Common Stock is required for the approval of the Share Increase     
(with that vote having been obtained pursuant to the Written Consent). Based on 
the above factors, the Board of Directors believes that the Share Increase is in
the best interests of the Company and its stockholders. It is anticipated that  
formal implementation of the Share Increase will occur by filing an amendment to
the Company's Articles of Incorporation with the Nevada Secretary of State no   
sooner than twenty days after this Information Statement is first mailed to     
stockholders. Stockholders of the Company have no dissenters' or appraisal      
rights with respect to the Share Increase.                                      

AUTHORIZATION FOR THE COMPANY'S BOARD OF DIRECTORS
TO EFFECTUATE A REVERSE STOCK SPLIT OF THE
COMPANY'S COMMON STOCK OF UP TO ONE-FOR-2000

      GENERAL. The Reverse Stock Split has been authorized pursuant to the
Written Consent; it will, however, be implemented only upon a determination by  
the Company's Board of Directors that the Reverse Stock Split in a specified    
amount (up to one-for-2000) is in the best interests of the Company and its     
stockholders. It is anticipated the Board of Directors will consider making such
a determination only after approximately [_____] shares of Common Stock have    
been issued to Triton and certain other creditors as described above in         
"Approval of an Increase in the Authorized Shares" (the "Conversion Issuances").

      PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT. Consummation of the
Reverse Stock Split will alter the number of issued and outstanding shares of   
Common Stock which, assuming the prior issuance of [_____] shares in the        
Conversion Issuances, will be reduced to as few as [_____] shares as a          
consequence thereof. The Company's Common Stock is listed for trading on the OTC
Bulletin Board under the symbol "NUSL." On the Record Date, the reported closing
price of the Common Stock on the OTC Bulletin Board was $[_____] per share. The 
Board of Directors believes that the maximum Reverse Stock Split will help      
achieve a per-share price of approximately $[_____], which, in turn, should make
the Company a more attractive candidate in a merger or other business           
combination, which is currently being evaluated by Triton and appears to be the 
only way of obtaining value for the Company's stockholders in light of the      
Company's current financial condition. For additional information on the        
Company's financial condition and other related matters, please refer to the    
reports and other information filed by the Company with the Securities and      
Exchange Commission (the "SEC"). Such reports and other information can be      
accessed electronically by means of the SEC's home page on the Internet at      
www.sec.gov or at other Internet sites such as www.freeedgar.com. You can also  
read and copy any materials that the Company files with the SEC at the SEC's    
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
obtain information about the operation of the SEC's Public Reference Room by    
calling the SEC at 1-800-SEC-0330. A copy of any public filing is also          
available, at no charge, by contacting the Company's President, Lawrence        
Shatsoff, by telephone at (203) 239-9734 or by mail at P.O. Box 116, North      
Haven, Connecticut 06473.                                                       

      On the Record Date, the number of record holders of the Common Stock
was [_____] and the number of beneficial holders of Common Stock was estimated  
to be approximately [_____]. The Company does not anticipate that the Reverse   
Stock Split will result in a reduction in the number of such holders of the     
Company's Common Stock (with fractional shares being issued to stockholders     
where necessary).                                                               

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         The Reverse Stock Split will only affect the number of shares of Common
Stock issued and outstanding at the time thereof and will have no effect upon   
the number of authorized but unissued shares of Common Stock. The Common Stock  
will continue to be $0.0001 par value following the Reverse Stock Split. The    
following example of the maximum effect of the Reverse Stock Split is intended  
only for illustrative purposes, with "Common Stock Outstanding" calculated based
on 46,060,025 shares outstanding as of the Record Date plus the assumed issuance
of [ ] additional shares pursuant to the Conversion Issuances after the Record  
Date and prior to the Reverse Stock Split:                                      

     Reverse Stock               Common Stock             Authorized and
             Split                    Outstanding          Unissued Common Stock
             -----                    -----------          ---------------------

       1 for 2000                [__________]             [____________]

         At such time as the Reverse Stock Split may take effect (the "Effective
Date"), each share of Common Stock issued and outstanding immediately prior     
thereto (the "Old Common Stock") will be reclassified as and changed into the   
appropriate number of shares of the Company's Common Stock, $0.0001 par value   
per share (the "New Common Stock"). Shortly after the Effective Date, the       
Company will send transmittal forms to the holders of the Old Common Stock to be
used in forwarding their certificates formerly representing shares of Old Common
Stock for surrender and exchange for certificates representing shares of New    
Common Stock. In the event the Reverse Stock Split results in fractional shares,
certificates in the New Common Stock will be issued reflecting those fractional 
interests to the nearest thousandth of a share.                                 

 FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT. The
following is a summary of the material federal income tax consequences of the   
proposed Reverse Stock Split. This summary does not purport to be complete and  
does not address the tax consequences to holders that are subject to special tax
rules, such as banks, insurance companies, regulated investment companies,      
personal holding companies, foreign entities, nonresident alien individuals,    
broker-dealers and tax-exempt entities. This summary is based on the Internal   
Revenue Code of 1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decisions and current administrative rulings and             
pronouncements of the Internal Revenue Service, all of which are subject to     
change, possibly with retroactive effect, and assumes that the New Common Stock 
will be held as a "capital asset" (generally, property held for investment) as  
defined in the Code. Holders of Old Common Stock are advised to consult their   
own tax advisers regarding the federal income tax consequences of the proposed  
Reverse Stock Split in light of their personal circumstances and the            
consequences under state, local and foreign tax laws applicable to them.        

 o    The Reverse Stock Split will qualify as a recapitalization
described in Section 368(a)(1)(E) of the Code;      

      o    No gain or loss will be recognized by the Company in connection
with the Reverse Stock Split;                       

        o    No gain or loss will be recognized by a stockholder who exchanges
        all of his, her or its shares of Old Common Stock solely for
shares of New Common Stock;                         

  o    The aggregate basis of the shares of New Common Stock to be
       received in the Reverse Stock Split will be the same as the
            aggregate basis of the shares of Old Common Stock surrendered in
exchange therefor; and                              

 o    The holding period of the shares of New Common Stock to be
        received in the Reverse Stock Split will include the holding
            period of the shares of Old Common Stock surrendered in exchange
therefor.                                           

 THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH
HIS, HER OR ITS OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE     
PROPOSED REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS  
OF ANY STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION APPLICABLE TO     
THEM.                                                                           

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         OTHER INFORMATION. The affirmative vote of the holders of a majority of
the shares of outstanding Common Stock is required to authorize the Reverse     
Stock Split (with that vote having been obtained pursuant to the Written        
Consent). Based on the above factors, the Board of Directors believes that      
authorization of the Reverse Stock Split is in the best interests of the Company
and its stockholders. Upon such authorization, the Reverse Stock Split will     
occur only upon approval by the Company's Board of Directors (which shall       
specify the exact amount of the split, up to one-for- 2000), and in any event no
sooner than twenty days following the mailing of this Information Statement to  
the Company's stockholders. Stockholders of the Company have no dissenters' or  
appraisal rights with respect to the Reverse Stock Split.                       

 PROPOSALS BY STOCKHOLDERS

        The Company's Board of Directors does not know of any matters that are
to be presented to Triton for its approval and consent pursuant to the Written  
Consent other than those referred to in this Information Statement. If any      
stockholder of the Company entitled to vote intends to submit to the Company a  
proposal for inclusion in the Written Consent, other than elections to offices, 
such proposal must be received at the Company's offices, located at P.O. Box    
116, North Haven, Connecticut 06473, attention: President, not later than [ ],  
2003.                                                                           

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

      One Information Statement will be delivered to multiple stockholders
sharing an address unless the Company receives contrary instructions from one or
more of the stockholders. Upon receipt of such notice, the Company will         
undertake to deliver promptly a separate copy of the Information Statement to   
the stockholder at a shared address to which a single copy of the documents was 
delivered and provide instructions as to how the stockholder can notify the     
Company that the stockholder wishes to receive a separate copy of the           
Information Statement. In the event a stockholder desires to provide such notice
to the Company, such notice may be given verbally by telephoning the Company's  
offices at (203) 239-9734 or by mail to P.O. Box 116, North Haven, Connecticut  
06473.                                                                          

                                              By Order of the Board of Directors

                                  /s/ Lawrence Shatsoff,
                                        ----------------------------
                             President

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EXHIBIT "A" TO THE INFORMATION STATEMENT

 ACTION BY WRITTEN CONSENT
WITHOUT A MEETING OF THE
STOCKHOLDERS OF NURESCELL INC.

       The undersigned, Triton Private Equities Fund, L.P. ("Triton"), being
the holder of at least a majority of the voting power of Nurescell Inc., a      
Nevada corporation (the "Corporation"), does hereby take, consent to, and       
approve the following actions.                                                  

  WHEREAS, the Board of Directors of the Corporation, at a special
         meeting held on [_______], 2003 (the "Special Meeting"), has authorized
  and approved, subject to stockholder approval, certain corporate
         actions which the Board of Directors deemed to be in the best interests
of the Corporation and its stockholders;                      

WHEREAS, at the Special Meeting, the Board of Directors of the
         Corporation further authorized and directed the submission to Triton of
certain corporate actions for approval and authorization;     

     WHEREAS, Section 78.320 of the Nevada Revised Statutes, as amended,
   provides that any action required to be taken at a meeting of the
         stockholders of a corporation may be taken without a meeting if, before
    or after the action, a written consent setting forth the action so
      taken shall be signed by stockholders holding at least a majority of
the voting power;                                             

   WHEREAS, Triton is a stockholder of record as of the date of this
 written consent and holds shares in excess of a majority of the
  Corporation's issued and outstanding shares of Common Stock; and

       WHEREAS, Triton has been fully apprised and informed of the nature of
   the certain corporate actions and has concluded that approval and
    authorization of such corporate actions would be beneficial to the
Corporation and in the best interests of its stockholders.    

Approval of Amendment to Articles of Incorporation
--------------------------------------------------

         RESOLVED, that Triton hereby approves an amendment to the Corporation's
Articles of Incorporation (the "Amendment") striking the first
         paragraph of Article FOURTH, as previously amended, in its entirety and
replacing it with the following:                              

       "FOURTH: The Corporation is authorized to issue two classes of shares
    to be designated Common Stock ("Common Stock") and Preferred Stock
    ("Preferred Stock"). The total number of shares of stock which the
      Corporation shall have authority to issue is 2,001,000,000, of which
    2,000,000,000 shares shall be Common Stock, $0.0001 par value, and
         1,000,000 shares shall be Preferred Stock, $0.0001 par value, amounting
in the aggregate to $200,100."                                

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      RESOLVED, FURTHER, that the Board of Directors of the Corporation is
      authorized, in its sole and absolute discretion, to abandon or alter
       any portion of the Amendment at any time without the further approval
of the stockholders of the Corporation; and                   

      RESOLVED, FURTHER, that the Amendment shall be filed with the Nevada
   Secretary of State as soon as practicable, subject to any waiting
    period required by the Securities and Exchange Commission or other
regulatory authorities.                                       

 Approval of the Transfer of Substantially All of the Corporation's Assets
 -------------------------------------------------------------------------

         RESOLVED, that Triton hereby approves the transfer of substantially all
of the Corporation's assets (the "Transfer") pursuant to the  
  Restructure Agreement entered into on March 21, 2003 between the
   Corporation, Triton, Advanced Technology Industries, Inc. and ATI
Nuklear AG; and                                               

      RESOLVED, FURTHER, that the Board of Directors of the Corporation is
   authorized, in its sole and absolute discretion, to carry out any
         aspect of the Transfer without the further approval of the stockholders
of the Corporation.                                           

 Authorization of a Reverse Stock Split of the Corporation's
 -----------------------------------------------------------
 Issued and Outstanding Common Stock
 -----------------------------------
 of Up To One-for-2000
 ---------------------

        RESOLVED, that the Board of Directors be, and it hereby is, authorized
       to effect a reverse stock split in such amount as it may determine in
    its discretion, but not to exceed one-for-2000 (the "Reverse Stock
      Split"), if the Board of Directors determines in the exercise of its
         discretion that the Reverse Stock Split is in the best interests of the
Corporation and its stockholders; and                         

        RESOLVED, FURTHER, that, notwithstanding Triton's authorization of the
      Reverse Stock Split, the Board of Directors in its sole and absolute
  discretion may abandon such proposed Reverse Stock Split without
further approval by the stockholders of the Corporation.      

Approval of Further Acts
------------------------

  RESOLVED, that any officer of the Corporation be, and hereby is,
         authorized and directed to take such actions and execute such documents
    on the Corporation's behalf as may be appropriate to carry out the
purpose of these resolutions.                                 

Date: ________, 2003      Triton Private Equities Fund, L.P.                    

                          By: Triton Capital Management, L.L.C., General Partner

By: /s/ JOHN C. TAUSCHE     
                     -----------------------------------------
            John C. Tausche, Managing Member

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EXHIBIT "B" TO THE INFORMATION STATEMENT

 RESTRUCTURE AGREEMENT

       THIS RESTRUCTURE AGREEMENT (the "Agreement") is entered into on March
21, 2003 (the "Effective Date"), by and among Triton Private Equities Fund, L.P.
("Triton"), Nurescell Inc. ("Nurescell"), Advanced Technology Industries, Inc.  
("ATI") and ATI Nuklear AG ("ATI Sub"), with reference to the following facts   
and circumstances:                                                              

  A. Nurescell and ATI Sub have previously entered into a "License
Agreement" dated as of August 15, 2000 (the "License Agreement"), an "Investment
Agreement" dated as of August 17, 2000 (the "Investment Agreement") and a       
Modification Agreement dated as of June 11, 2001 (the "Modification Agreement"),
each of which was amended by a "Transaction Restructure Agreement" entered into 
as of September 30, 2001 by Nurescell, ATI and ATI Sub (the "2001 Restructure   
Agreement"). Under the License Agreement, as amended, Nurescell has licensed to 
ATI Sub certain "Technology" (as described in Exhibit 1 to the License          
Agreement) in return for specified royalty payments.                            

B. Nurescell presently owes ATI (i) approximately $176,158 for
short-term cash advances previously made by ATI to Nurescell and (ii) various   
sums for legal fees that ATI has paid on Nurescell's behalf. Nurescell is also  
indebted to ATI Sub pursuant to a $1 million promissory note (the "ATI Sub      
Note"). The ATI Sub Note is secured by (i) 15,000,000 unissued shares of        
Nurescell's common stock ("Nurescell Common Stock"), (ii) a first priority      
security interest in the Technology and (iii) all royalties due to Nurescell    
pursuant to Section 4.3 of the License Agreement (collectively, the             
"Collateral"). Nurescell is presently in default with respect to its obligations
to ATI and its obligations to ATI Sub under the ATI Sub Note.                   

         C. Nurescell is indebted to Triton (collectively, the "Nurescell Debt")
pursuant to (i) Nurescell's Series 1999-A 8% Convertible Promissory Note dated  
December 15, 1999, which came due as to $335,000 in principal on December 1,    
2001 (the "1999 Note"), (ii) Nurescell's Series 2000-A 8% Convertible Promissory
Note dated February 8, 2000, which came due as to $385,000 in principal on      
December 1, 2001 (the "2000 Note"), (iii) accrued interest on the 1999 Note and 
2000 Note (taking into account Triton's prior conversion of $50,000 of the 1999 
Note) and (iv) accrued penalties due to Nurescell's failure to register the     
shares underlying the 1999 and 2000 Notes as required by the Registration Rights
Agreements (the "Registration Agreements") between Triton and Nurescell dated   
December 15, 1999 and February 8, 2000 (again taking into account Triton's prior
conversion of $50,000 of the 1999 Note). Nurescell is presently in default with 
respect to its obligations to Triton in connection with the Nurescell Debt.     

 D. In light of the fact that Nurescell is unable to satisfy its
obligations to ATI, ATI Sub and Triton, the parties desire to restructure their 
relationship so that (i) through conversion into Nurescell Common Stock of at   
least a portion of the Nurescell Debt, Triton is able to become the majority    
shareholder of Nurescell and control its operations, (ii) Nurescell's Articles  
of Incorporation are amended to increase the number of authorized shares so     
that, if Triton so desires, Triton is able to convert all of the Nurescell Debt 
into Nurescell Common Stock (assuming a conversion price of $0.001 per share)   
and (iii) ATI and/or ATI Sub are able to acquire the Technology in return for   
(A) cancellation of the ATI Sub Note, the 2001 Restructure Agreement, the       
Investment Agreement, the License Agreement, the Modification Agreement and all 
other obligations of Nurescell to ATI or ATI Sub (collectively, the "ATI        
Obligations") and (B) release of the Collateral for the ATI Sub Note, in each   
case on the terms and conditions set forth herein.                              

         NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, the receipt and sufficiency of which are hereby    
acknowledged, the parties hereto agree as follows:                              

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 ARTICLE I

CONVERSION OF NURESCELL DEBT AND RELATED MATTERS

   1.01 INITIAL TRITON CONVERSION. Immediately after (i) Nurescell's
current Board of Directors adopts resolutions in substantially the form of the  
attached Exhibit "A" and (ii) all current directors and officers subsequently   
resign from their positions with Nurescell (such resignations being in the form 
of the attached Exhibit "B"), Triton shall convert into Nurescell Common Stock  
at least that much of the Nurescell Debt as would give Triton a majority of the 
then-outstanding shares of Nurescell Common Stock (which is anticipated to      
require a conversion for at least 16,070,239 shares). To the extent requested by
Triton, Nurescell shall use its best efforts to assist Triton with the foregoing
conversion (the "Initial Conversion"), including appropriate instructions to    
Nurescell's stock transfer agent.                                               

    1.02 INCREASE IN AUTHORIZED SHARES. Upon completion of the Initial
Conversion, Nurescell and Triton shall each use their best efforts to (i) amend 
Nurescell's Articles of Incorporation to increase the number of authorized      
shares (the "Share Increase") to an amount that will at least allow the balance 
of the Nurescell Debt to be converted into Nurescell Common Stock (assuming a   
conversion price of $0.001 per share) and (ii) prepare, file with the Securities
and Exchange Commission and deliver to Nurescell's shareholders an Information  
Statement (the "Information Statement") describing both the Share Increase and  
the transfer of the Technology pursuant to this Agreement (the "Technology      
Transfer") in the manner required by law. The parties acknowledge and agree that
the Share Increase and the Technology Transfer will become effective 20 days    
after the Information Statement has been sent or given to Nurescell's           
shareholders. To the extent reasonably requested by Nurescell and/or Triton,    
ATI, in its capacity as a Nurescell shareholder, shall cooperate in causing the 
Share Increase to become effective.                                             

      1.03 SUBSEQUENT TRITON CONVERSIONS. After the Effective Date, Triton
may from time-to-time, in its sole discretion, cause some or all of the         
remaining Nurescell Debt to be converted into common stock. To the extent       
requested by Triton, Nurescell shall use its best efforts to assist Triton with 
each such conversion including, but not limited to, providing confirmation of   
the prior approval of such conversion by Nurescell's Board of Directors and     
appropriate instructions to Nurescell's stock transfer agent.                   

ARTICLE II

TRANSFER OF THE TECHNOLOGY AND RELATED MATTERS

2.01 TECHNOLOGY TRANSFER AND OTHER TRANSACTIONS.              

             (a) On the Closing Date (as defined below), the following
shall automatically occur without any further action of the parties:            

                (i) as of the Closing Date, Nurescell, ATI and ATI Sub shall
be deemed to have entered into an agreement in the form of the attached Exhibit 
"C" (the "Assignment Agreement"), the terms of which shall be incorporated into 
this Agreement as of the Closing Date if set forth here in full, pursuant to    
which the Technology shall be transferred to ATI Sub in "as is" condition;      

            (ii) as of the Closing Date, the parties hereto shall be
deemed to have entered into an agreement in the form of the attached Exhibit "D"
(the "Mutual Release"), the terms of which shall be incorporated into this      
Agreement as of the Closing Date as if set forth here in full;                  

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                (iii) as of the Closing Date, the Collateral for the ATI Sub
Note shall be deemed forever released and neither ATI nor ATI Sub shall have any
further rights with respect thereto (except as provided in clause (i) above);   
and                                                                             

             (iv) as of the Closing Date, the ATI Obligations shall be
cancelled and of no further force and effect.                                   

                  (b) The parties agree that for all purposes the "Closing Date"
shall be the 23rd day (or if such day is a Saturday, Sunday or holiday, the next
business day thereafter) following the date that the Information Statement has  
been sent or given to Nurescell's shareholders; provided, however, that if at   
least three (3) days prior to the Closing Date either Triton or ATI shall give  
the other a dated written notice (the "Notice") which (i) states that one or    
more specified conditions listed in Section 2.02 below (the "Transfer           
Conditions") has not been satisfied or waived and (ii) provides the basis for   
such statement in reasonable detail, then the Closing Date shall be delayed     
until the specified Transfer Condition(s) has been satisfied or waived. In the  
event that a Notice is given, the parties shall thereafter reasonably cooperate 
to promptly satisfy the Transfer Condition(s) specified therein and the Closing 
Date shall be the date upon which the party giving the Notice acknowledges in   
writing that the specified Transfer Condition(s) has now been satisfied or      
waived (which acknowledgment shall not be unreasonably withheld or delayed);    
provided, however, that if such satisfaction or waiver does not occur within    
twenty (20) days after the date of the Notice, the party giving the Notice shall
thereafter have the right, in its sole discretion, to terminate this Agreement  
if permitted under Section 5.01(b) below.                                       

  2.02 CONDITIONS TO TRANSFER AND OTHER TRANSACTIONS. The Transfer
Conditions shall consist of all of the following:                               

   (a) the Initial Conversion shall have occurred;

                 (b) the Share Increase and the Technology Transfer shall have
been approved by a majority of the outstanding shares of Nurescell Common Stock 
and shall have become effective as provided in Section 1.02 above; and          

                (c) as of the date of satisfaction of the Transfer Condition
in subsection (b) above (the "Satisfaction Date"):                              

             (i) no preliminary or permanent injunction or other order
shall have been issued by any federal or state court of competent jurisdiction  
in the United States or by any United States federal or state governmental or   
regulatory agency, body or authority which prevents consummation of any material
portion of the transactions contemplated by this Agreement and remains in       
effect;                                                                         

         (ii) no action or proceeding by any governmental or
regulatory agency, body or authority shall have been commenced or threatened    
(and remain pending or threatened) against any party to this Agreement or any of
their respective affiliates, officers or directors seeking to prevent or        
challenging any material portion of the transactions contemplated by this       
Agreement; and                                                                  

               (iii) no action or proceeding before any federal or state
court of competent jurisdiction in the United States shall have been commenced  
(and remain pending) against any party to this Agreement or any of their        
respective affiliates, officers or directors seeking to prevent or challenging  
any material portion of the transactions contemplated hereby or seeking material
damages in connection therewith.                                                

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       2.03 STATUS OF THE TECHNOLOGY. ATI and ATI Sub are aware that at such
time as the Technology is transferred pursuant to Section 2.01 above, such      
transfer will be in "as is" condition and, except as provided in Section 3.04(c)
below, will be made without representation or warranty of any kind, including   
warranties as to marketability and fitness for any particular purpose. ATI and  
ATI Sub are fully aware of the extent and nature of the Technology, have fully  
investigated all matters with respect thereto and are fully aware of all laws   
and regulations which relate to Nurescell's transfer thereof, and,              
notwithstanding any other provision of this Agreement, hereby assume all risk   
thereof and waive any liability of Nurescell and/or Triton with respect thereto.
In light of ATI Sub's security interest in the Collateral, the parties hereto   
agree that the transfer of the Technology pursuant to this Agreement constitutes
a transfer of collateral pursuant to Section 9609 of the California Uniform     
Commercial Code.                                                                

2.04 FURTHER ACTS.                                            

               (a) Prior to the Closing Date, Triton shall take any action
necessary to vote all of its Nurescell Common Stock in favor of the approval and
authorization of the Share Increase and the Technology Transfer, including      
signing a written consent in the form of the attached Exhibit "E."              

               (b) On the Closing Date, Nurescell shall deliver to ATI Sub
(i) an executed separate assignment document in the form provided by ATI Sub, to
be recorded by ATI Sub with the U.S. Patent and Trademark Office evidencing the 
transfer of the Technology to ATI Sub and (ii) all documentation pertaining to  
the Technology not previously delivered to ATI or ATI Sub, including, without   
limitation, copies of all correspondence to and from examining authorities      
regarding the Technology, all patent and prior art searches and all             
correspondence with any attorneys involving the preparation or prosecution of   
patents relating to the Technology.                                             

                  (c) After the Closing Date, Triton, Nurescell, ATI and ATI Sub
each agree to promptly perform any acts and execute and deliver any further     
documents which may be reasonably requested in order to reflect the transactions
occurring on the Closing Date, including, but not limited to, each party to the 
Assignment Agreement and the Mutual Release providing the other parties thereto 
with a signed copy of such agreement; provided, however, that each party to such
agreements shall be bound thereby on and after the Closing Date even without    
their signature thereon.                                                        

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

   3.01 REPRESENTATIONS AND WARRANTIES BY NURESCELL TO TRITON. As an
inducement to Triton to enter into this Agreement and to consummate the         
transactions contemplated herein, as of the Effective Date and the Satisfaction 
Date, Nurescell hereby represents and warrants to Triton, and agrees, as        
follows:                                                                        

                 (a) That it is a corporation duly organized, validly existing
and in good standing in the jurisdiction where it was formed and it has the full
power and authority to own, lease and operate its properties and conduct the    
busi ness being conducted by it and is duly qualified to transact business and  
in good standing in every jurisdiction in which the character of the business   
conducted by it makes such qualification necessary.                             

                 (b) Except as set forth in the attached Schedule 3.01(b), its
execution, delivery and performance of this Agreement and each other document   
provided for or referred to herein has been duly authorized and approved by all 
requisite corporate action on its part. Neither the execution nor the delivery  
of this Agreement and such other documents, nor the consummation of the         
transactions contemplated hereby or thereby, nor compliance with or fulfillment 
of the terms and provisions of this Agreement or such other documents, will     
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under (i) its organizational documents, (ii) any promissory
note of which it is the maker or guarantor, (iii) any law or administrative     
regulation applicable to it or its properties or (iv) any indenture, agreement, 
mortgage, judgment, order, award, decree or other instrument or restriction to  
which it is a party or by which it is bound, or give any party with rights under
any such indenture, agreement, mortgage, judgment, order, award, decree or      
other instrument or restriction the right to terminate, modify or otherwise     
change its rights or obligations under such indenture, agreement, mortgage,     
judgment, order, award, decree or other instrument or restriction. Except as set
forth in the attached Schedule 3.01(b), no authorization, approval or consent   
of, or notice to or filing with, any person or entity or any governmental       

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department, commission, bureau or agency or other public body or authority is or
will be required for the execution, delivery or performance of this Agreement by
it or for the consummation by it of the transactions contemplated hereby. It has
the full power and authority to do and perform all acts and things required to  
be done by it under this Agreement. All corporate acts and other proceedings    
required to be taken by it or on its part to authorize it to carry out this     
Agreement and such other agreements and instruments as are contemplated hereby  
and the transactions contemplated hereby and thereby have been duly and properly
taken. This Agreement constitutes, and such other agreements and instruments    
when duly executed (if required) and delivered by it will constitute, legal,    
valid and binding obligations and will be enforceable against it in accordance  
with their respective terms.                                                    

               (c) ATI is the sole owner of the ATI Shares and, except for
(i) the ATI Shares, (ii) ATI Sub's option to acquire shares of Nurescell Common 
Stock as set out in the Investment Agreement and (iii) the interests in the     
Collateral, neither ATI nor ATI Sub owns or has any right to acquire any        
interest in Nurescell.                                                          

        (d) Except for the License Agreement, the Investment
Agreement, the Modification Agreement, the 2001 Restructure Agreement and the   
ATI Sub Note (collectively, the "ATI Agreements") and this Agreement, there are 
no written or oral agreements currently in effect or pending between Nurescell  
and ATI and/or ATI Sub.                                                         

            (e) The attached Exhibit "F" accurately reflects each of
Nurescell's accounts payable, other current liabilities, long-term liabilities  
and contingent liabilities and obligations as of the Effective Date.            

                 (f) Nurescell does not do business in Nevada and, as shown by
its stock ledger, Nurescell does not have more than 99 shareholders with        
addresses in Nevada.                                                            

                (g) All financial information contained in Nurescell' s Form
10-KSB for the fiscal year ended March 31, 2002 and Form 10-QSB for the quarter 
ended September 30, 2002 (collectively, the "SEC Filings") is true and correct  
in all material respects and there has been no material change in Nurescell's   
financial condition from March 31, 2002 or September 30, 2002 to the Effective  
Date. To its best knowledge, other than as set forth in the attached Schedule   
3.01(g), it is not aware of any material actual or contingent liabilities of    
Nurescell except as set forth in the SEC Filings.                               

                  (h) To the best knowledge of its executive officers, except as
set forth on Exhibit "F" or otherwise described in the SEC Filings, it is not   
aware of (i) any pending or threatened claims by or against Nurescell by any    
person or entity or (ii) any past occurrences which could reasonably be expected
to result in a claim against Nurescell.                                         

                 (i) It has committed no act or omission which would cause any
person, firm, corporation or other entity to be entitled to any broker's or     
finder's fee, commission, or other similar compensation with respect to the exe 
cution and delivery of this Agreement or any related agreement, or with respect 
to the consummation of the transactions contemplated herein.                    

            (j) No representation or warranty by it herein or in any
document provided by it in connection herewith, and no information disclosed    
herein or in any document supplied by it in connection herewith, contains any   
untrue statement of a material fact or omits a material fact necessary to make  
the statements contained herein or therein not misleading.                      

         3.02 Representations and Warranties by Triton to Nurescell, ATI and ATI
Sub. As an inducement to Nurescell, ATI and ATI Sub to enter into this Agreement
and to consummate the transactions contemplated herein, as of the Effective Date
and the Satisfaction Date, Triton hereby represents and warrants to Nurescell,  
ATI and ATI Sub, and agrees, as follows:                                        

                (a) That it is a limited partnership duly organized, validly
existing and in good standing in the State of Delaware.                         

                 (b) Its execution, delivery and performance of this Agreement
and each other document provided for or referred to herein has been duly        
authorized and approved by all requisite action on its part. Neither the        
execution nor the delivery of this Agreement and such other documents, nor the  
consummation of the transactions contemplated hereby or thereby, nor compliance 
with or fulfillment of the terms and provisions of this Agreement or such other 
documents, will conflict with or result in a breach of the terms, conditions or 
provisions of or constitute a default under (i) its organizational documents,   
(ii) any promissory note of which it is the maker or guarantor, (iii) any law or

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administrative regulation applicable to it or its properties or (iv) any        
indenture, agreement, mortgage, judgment, order, award, decree or other         
instrument or restriction to which it is a party or by which it is bound. No    
authorization, approval or consent of, or notice to or filing with, any person  
or entity or any governmental department, commission, bureau or agency or other 
public body or authority is or will be required for the execution, delivery or  
performance of this Agreement by it or for the consummation by it of the        
transactions contemplated hereby. It has the full power and authority to do and 
perform all acts and things required to be done by it under this Agreement. All 
acts and other proceedings required to be taken by it or on its part to         
authorize it to carry out this Agreement and such other agreements and          
instruments as are contemplated hereby and the transactions contemplated hereby 
and thereby have been duly and properly taken. This Agreement constitutes, and  
such other agreements and instruments when duly executed (if required) and      
delivered by it will constitute, legal, valid and binding obligations and will  
be enforceable against it in accordance with their respective terms.            

                 (c) It has committed no act or omission which would cause any
person, firm, corporation or other entity to be entitled to any broker's or     
finder's fee, commission, or other similar compensation with respect to the     
execution and delivery of this Agreement or any related agreement, or with      
respect to the consummation of the transactions contemplated herein.            

         3.03 REPRESENTATIONS AND WARRANTIES BY ATI AND ATI SUB TO NURESCELL. As
an inducement to Nurescell to enter into this Agreement and to consummate the   
transactions contemplated herein, as of the Effective Date and the Satisfaction 
Date, ATI and ATI Sub each hereby severally, and not jointly, represent and     
warrant to Nurescell, and agree, as follows:                                    

                 (a) That it is a corporation duly organized, validly existing
and in good standing in the jurisdiction where it was formed.                   

                 (b) Its execution, delivery and performance of this Agreement
and each other document provided for or referred to herein has been duly        
authorized and approved by all requisite corporate action on its part. Neither  
the execution nor the delivery of this Agreement and such other documents, nor  
the consummation of the transactions contemplated hereby or thereby, nor        
compliance with or fulfillment of the terms and provisions of this Agreement or 
such other documents, will conflict with or result in a breach of the terms,    
conditions or provisions of or constitute a default under (i) its organizational
documents, (ii) any promissory note of which it is the maker or guarantor, (iii)
any law or administrative regulation applicable to it or its properties or (iv) 
any indenture, agreement, mortgage, judgment, order, award, decree or other     
instrument or restriction to which it is a party or by which it is bound. No    
authorization, approval or consent of, or notice to or filing with, any person  
or entity or any governmental department, commission, bureau or agency or other 
public body or authority is or will be required for the execution, delivery or  
performance of this Agreement by it or for the consummation by it of the        
transactions contemplated hereby. It has the full power and authority to do and 
perform all acts and things required to be done by it under this Agreement. All 
corporate acts and other proceedings required to be taken by it or on its part  
to authorize it to carry out this Agreement and such other agreements and       
instruments as are contemplated hereby and the transactions contemplated hereby 
and thereby have been duly and properly taken. This Agreement constitutes, and  
such other agreements and instruments when duly executed (if required) and      
delivered by it will constitute, legal, valid and binding obligations and will  
be enforceable against it in accordance with their respective terms.            

                 (c) It has committed no act or omission which would cause any
person, firm, corporation or other entity to be entitled to any broker's or     
finder's fee, commission, or other similar compensation with respect to the exe 
cution and delivery of this Agreement or any related agreement, or with respect 
to the consummation of the transactions contemplated herein.                    

         3.04 REPRESENTATIONS AND WARRANTIES BY NURESCELL TO ATI AND ATI SUB. As
an inducement to ATI and ATI Sub to enter into this Agreement and to consummate 
the transactions contemplated herein, as of the Effective Date and the          
Satisfaction Date, Nurescell hereby represents and warrants to ATI and ATI Sub, 
and agrees, as follows:                                                         

                 (a) That it is a corporation duly organized, validly existing
and in good standing in the State of Nevada.                                    

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                 (b) Except as set forth in the attached Schedule 3.01(b), its
execution, delivery and performance of this Agreement and each other document   
provided for or referred to herein has been duly authorized and approved by all 
requisite corporate action on its part. Neither the execution nor the delivery  
of this Agreement and such other documents, nor the consummation of the         
transactions contemplated hereby or thereby, nor compliance with or fulfillment 
of the terms and provisions of this Agreement or such other documents, will     
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under (i) its organizational documents, (ii) any promissory
note of which it is the maker or guarantor, (iii) any law or administrative     
regulation applicable to it or its properties or (iv) any indenture, agreement, 
mortgage, judgment, order, award, decree or other instrument or restriction to  
which it is a party or by which it is bound. Except as set forth in the attached
Schedule 3.01(b), no authorization, approval or consent of, or notice to or     
filing with, any person or entity or any governmental department, commission,   
bureau or agency or other public body or authority is or will be required for   
the execution, delivery or performance of this Agreement by it or for the       
consummation by it of the transactions contemplated hereby. It has the full     
power and authority to do and perform all acts and things required to be done by
it under this Agreement. All corporate acts and other proceedings required to be
taken by it or on its part to authorize it to carry out this Agreement and such 
other agreements and instruments as are contemplated hereby and the transactions
contemplated hereby and thereby have been duly and properly taken. This         
Agreement constitutes, and such other agreements and instruments when duly      
executed (if required) and delivered by it will constitute, legal, valid and    
binding obligations and will be enforceable against it in accordance with their 
respective terms.                                                               

                  (c) Nurescell has good title to the Technology, free and clear
of all liens, security interests, claims, rights and encumbrances except those  
presently existing in favor of ATI and/or ATI Sub.                              

                 (d) It has committed no act or omission which could cause any
person, firm, corporation or other entity to be entitled to any broker's or     
finder's fee, commission, or other similar compensation with respect to the     
execution and delivery of this Agreement or any related agreement, or with      
respect to the consummation of the transactions contemplated herein.            

             3.05 REPRESENTATIONS AND WARRANTIES BY ATI AND ATI SUB TO
TRITON. As an inducement to Triton to enter into this Agreement and to          
consummate the transactions contemplated herein, as of the Effective Date and   
the Satisfaction Date, ATI and ATI Sub each hereby severally, and not jointly,  
represent and warrant to Triton, and agree, as follows:                         

                 (a) That it is a corporation duly organized, validly existing
and in good standing in the jurisdiction where it was formed.                   

                 (b) Except as set forth in the attached Schedule 3.05(b), its
execution, delivery and performance of this Agreement and each other document   
provided for or referred to herein has been duly authorized and approved by all 
requisite corporate action on its part. Neither the execution nor the delivery  
of this Agreement and such other documents, nor the consummation of the         
transactions contemplated hereby or thereby, nor compliance with or fulfillment 
of the terms and provisions of this Agreement or such other documents, will     
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under (i) its organizational documents, (ii) any promissory
note of which it is the maker or guarantor, (iii) any law or administrative     
regulation applicable to it or its properties or (iv) any indenture, agreement, 
mortgage, judgment, order, award, decree or other instrument or restriction to  
which it is a party or by which it is bound. Except as set forth in the attached
Schedule 3.05(b), no authorization, approval or consent of, or notice to or     
filing with, any person or entity or any governmental department, commission,   
bureau or agency or other public body or authority is or will be required for   
the execution, delivery or performance of this Agreement by it or for the       
consummation by it of the transactions contemplated hereby. It has the full     
power and authority to do and perform all acts and things required to be done by
it under this Agreement. All corporate acts and other proceedings required to be
taken by it or on its part to authorize it to carry out this Agreement and such 
other agreements and instruments as are contemplated hereby and the transactions
contemplated hereby and thereby have been duly and properly taken. This         
Agreement constitutes, and such other agreements and instruments when duly      
executed (if required) and delivered by it will constitute, legal, valid and    
binding obligations and will be enforceable against it in accordance with their 
respective terms.                                                               

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              (c) ATI is the sole owner of 4,590,000 shares of Nurescell
Common Stock and, except for (i) those shares, (ii) ATI Sub's option to acquire 
shares of Nurescell Common Stock as set out in the Investment Agreement and     
(iii) the interests in the Collateral, neither ATI nor ATI Sub owns or has any  
right to acquire any interest in Nurescell.                                     

               (d) Except for this Agreement and the ATI Agreements, there
are no written or oral agreements currently in effect or pending between        
Nurescell and ATI and/or ATI Sub.                                               

                 (e) It has committed no act or omission which would cause any
person, firm, corporation or other entity to be entitled to any broker's or     
finder's fee, commission, or other similar compensation with respect to the     
execution and delivery of this Agreement or any related agreement, or with      
respect to the consummation of the transactions contemplated herein.            

ARTICLE IV

 OTHER AGREEMENTS OF THE PARTIES

      4.01 AGREEMENTS BY ATI AND ATI SUB. ATI and ATI Sub each agree that,
unless otherwise consented to in writing by Triton, during the period from the  
Effective Date until the earlier of (i) the Closing Date or (ii) the date this  
Agreement is terminated through no fault of ATI or ATI Sub:                     

                  (a) They shall not acquire, nor shall they cause or permit any
"affiliate" (as defined in Rule 405 under the Securities Act of 1933; provided  
that Nurescell shall not be considered an affiliate) to acquire, any additional 
shares of Nurescell or any rights with respect thereto.                         

               (b) They shall not take any action, nor shall they cause or
permit any affiliate to take any action, against Nurescell with respect to the  
ATI Agreements or otherwise.                                                    

                  (c) They shall not transfer any rights with respect to the ATI
Agreements or any shares or other interest in Nurescell.                        

            (d) They shall each use their best efforts to perform or
fulfill all conditions and obligations to be performed or fulfilled by them     
under this Agreement so that the transactions contemplated hereby shall be      
consummated as soon as practicable. They also agree that they shall each use    
their best efforts to cooperate with the other parties hereto so as to cause the
Transfer Conditions to occur as soon as practicable.                            

      4.02 AGREEMENTS BY TRITON. Triton agrees that during the period from
the Effective Date until the earlier of (i) the Closing Date or (ii) the date   
this Agreement is terminated through no fault of Triton, it shall (A) use its   
best efforts to perform or fulfill all conditions and obligations to be         
performed or fulfilled by it under this Agreement so that the transactions      
contemplated hereby shall be consummated as soon as practicable, (B) use its    
best efforts to cooperate with the other parties hereto so as to cause the      
Transfer Conditions to occur as soon as practicable and (C) not take any action 
against Nurescell with respect to the 1999 Note, the 2000 Note, the Registration
Agreements, the Securities Purchase Agreement dated as of December 15, 1999, the
Warrant to Purchase Common Stock dated December 15, 1999, the Securities        
Purchase Agreement dated as of February 8, 2000, the Warrant to Purchase Common 
Stock dated February 8, 2000, the Pledge and Security Agreement dated August 8, 
2002, the $26,000 Secured Promissory Note dated August 8, 2002, the $7,650      
Unsecured Promissory Note dated August 26, 2002, or otherwise.                  

       4.03 AGREEMENTS BY NURESCELL. Nurescell agrees that during the period
from the Effective Date until the earlier of (i) the Closing Date or (ii) the   
date this Agreement is terminated through no fault of Nurescell, Nurescell      
shall:                                                                          

                 (a) use its best efforts to perform or fulfill all conditions
and obligations to be performed or fulfilled by it under this Agreement so that 
the transactions contemplated hereby shall be consummated as soon as            
practicable;                                                                    

                (b) use its best efforts to cooperate with the other parties
hereto so as to cause the Transfer Conditions to occur as soon as practicable;  

             (c) not take any action, nor shall it cause or permit any
affiliate over which Nurescell has control to take any action, against ATI or   
ATI Sub with respect to the ATI Agreements or otherwise;                        

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               (d) not transfer any rights with respect to the Technology,
the ATI Agreements or other interest in ATI;.                                   

               (e) reasonably cooperate with ATI and ATI Sub in the filing
and prosecution of any patent application and other similar filings related to  
the protection of the Technology; and                                           

            (f) not establish any liens, security interests, claims,
rights and encumbrances against title to the Technology except in favor of ATI  
and/or ATI Sub.                                                                 

      4.04 AGREEMENT AS TO LIABILITIES. Nurescell agrees that on and after
the Closing Date, unless otherwise specified in this Agreement or an Exhibit or 
Schedule hereto, neither ATI nor ATI Sub shall be liable for any currently      
existing or future liabilities of Nurescell.                                    

 ARTICLE V

 TERMINATION, AMENDMENT AND SURVIVAL

         5.01 TERMINATION. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned only:                                      

    (a) by mutual consent of each of the parties; or

          (b) by one party unilaterally, if (i) there has been a
material breach by another party of any of its representations, warranties or   
covenants set forth in this Agreement and such breach has not been cured (or    
cure commenced followed by prompt completion) within twenty (20) days after     
written notice thereof to such party and (ii) the party seeking termination is  
not also in material breach of any of its representations, warranties or        
covenants set forth in this Agreement.                                          

5.02 TERMINATION REMEDIES. Notwithstanding termination of this
Agreement, in the event that the transactions described herein are not          
consummated due to a material breach of this Agreement by a party, the other    
parties shall have all rights and remedies at law and in equity available to it 
for such breach, including the right to specific performance.                   

       5.03 AMENDMENT AND WAIVER. No waiver or amendment of any provision of
this Agreement shall be effective unless in writing and signed by the party to  
be bound. No delay or omission of any party hereto in exercising any right or   
remedy hereunder shall constitute a waiver of such right or remedy, and no      
waiver as to any obligation shall operate as a continuing waiver or as a waiver 
of any subsequent breach.                                                       

       5.04 SURVIVAL OF TERMS. The provisions of this Section, Articles III,
VI and VII and Sections 1.03, 2.03, 2.04(b) and 2.04(c) shall survive the       
Effective Date and the Closing Date and continue in full force and effect at all
times thereafter. In addition, the provisions of this Section, Article VII      
(except Section 7.02) and Section 5.02 shall survive the termination of this    
Agreement and continue in full force and effect at all times thereafter (with   
provisions of Article VI also surviving for purposes of Section 5.02).          

ARTICLE VI

 INDEMNIFICATION

   6.01 INDEMNIFICATION. At all times after the Effective Date, upon
demand, each party shall indemnify, defend and hold each other applicable party 
and such other party's directors, officers, employees, agents, consultants,     
advisors, shareholders and affiliates (collectively, the "Indemnified Persons") 
harmless from and against any and all costs and expenses (including reasonable  
costs of investigation and attorneys' fees) and other losses, liabilities and   
damages resulting from any breach by such party of any representation, warranty 
or covenant in this Agreement or any Exhibit, Schedule or other document        
provided in connection herewith.                                                

         6.02 INDEMNIFICATION PROCEDURE. No party shall be required to indemnify
any Indemnified Person with respect to any claim under Section 6.01 above unless
the Indemnified Person seeking indemnification (the "Indemnitee") shall notify  
the other party (the "Indemnitor") of such claim, shall provide the Indemnitor  
with a copy of any relevant documents with respect to such claim, and shall     
otherwise make available to the Indemnitor all relevant material information    
with respect to such claim; provided, however, that the Indemnitee's failure to 
give notice or to provide copies of documents or to furnish relevant information
shall not constitute a defense (in whole or in part) to any claim by the        

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Indemnitee against the Indemnitor except and only to the extent that such       
failure by the Indemnitee shall result in a material prejudice to the           
Indemnitor. The Indemnitor, at its sole cost and expense, shall have the right  
to defend against any claim brought by a third party, either in its own name or 
in the name of the Indemnitee, as may be required, and the Indemnitee, at its   
sole cost and expense, shall have the right to participate in such defense. The 
Indemnitee shall not settle or compromise any third party claim unless it shall 
first obtain the written consent of the Indemnitor (provided such consent is not
unreasonably withheld or delayed) or unless suit shall have been instituted     
against the Indemnitee and the Indemnitor shall have failed, after the lapse of 
a reasonable time after written notice to it of such suit, to take action to    
defend the same or unless the Indemnitor shall have failed to notify the        
Indemnitee in writing of its intention to contest the claim within twenty (20)  
days of the giving of the above notice from the Indemnitee to the Indemnitor.   

 ARTICLE VII

 MISCELLANEOUS

       7.01 COSTS AND EXPENSES. Except as specified in Section 6.01 or 7.11,
all expenses (including attorney's and accountant's fees) in connection with (i)
the preparation and negotiation of this Agreement and the other agreements and  
documents referred to herein and (ii) the consummation of the transactions      
referred to herein or therein, shall be borne by the party who incurred them.   

         7.02 FURTHER ASSURANCES. From time to time after the Effective Date and
the Closing Date, each party agrees to promptly perform any acts and execute and
deliver any further documents which may be reasonably requested by another party
in order to consummate more effectively the transactions contemplated hereby.   

7.03 NOTICES. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be     
deemed to have been sufficiently given if personally delivered, telecopied, sent
by overnight courier or deposited in the United States Mail, in a properly      
stamped envelope, certified mail, return receipt requested, addressed to the    
party to whom it is to be given, at the address set forth below. A notice or    
other communication shall be deemed received (i) upon receipt, if personally    
delivered, (ii) on the first business day after dispatch, if sent by overnight  
courier, (iii) on the first business day after dispatch, if transmitted by      
telecopy, and (iv) on the earlier of delivery (as evidenced by the signed return
receipt) or three (3) days after mailing, if sent by certified mail. A party    
hereto may change its address by written notice in accordance with this Section.

       (a) If to Nurescell, as specified in (b) or (c) below, as applicable.

(b) If to Triton, at:                                         

220 Executive Center      
225 North Market Street   
Wichita, Kansas 67202     
     Telecopy number: (316) 267-0204
Attn: John C. Tausche     

with a copy to:                             

David S. Hamilton, Esq.   
5699 Kanan Road, #251     
     Agoura Hills, California  91301
     Telecopy number: (818) 879-5449

(c) If to ATI and/or ATI Sub, at:                             

          Advanced Technology Industries, Inc.
Taubenstrasse 20          
Berlin, Germany 10117     
          Telecopy number: 011 49 30 201 77899
  Attn: Hans-Joachim Skrobanek

ATI Nuklear AG            
Taubenstrasse 20          
Berlin, Germany 10117     
          Telecopy number: 011 49 30 201 77899
Attn: J.P. Lempert        

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with copies to:                           

         Reboul, MacMurray, Hewitt & Maynard
45 Rockefeller Plaza      
New York, New York 10111  
     Telecopy number: (212) 841-5725
Attn: Anthony Norris      

James Samuelson           
  2030 Main Street, Suite 1300
Irvine, California 92614  
     Telecopy number: (949) 260-4799

        7.04 ENTIRE AGREEMENT; REPRESENTATIONS AND WARRANTIES. This Agreement,
together with its Exhibits, Schedules and other documents expressly referred to 
herein, contains the entire agreement of the parties with respect to its subject
matter and supersedes all prior negotiations, agreements and understandings,    
written or oral, with respect to such subject matter. Other than as set forth in
Article III hereof or otherwise contained herein or in any Exhibit, Schedule or 
other document delivered pursuant hereto, the parties make no representations or
warranties of any kind, whether express or implied, in connection with the      
transactions contemplated hereby.                                               

        7.05 SEVERABILITY. Should any part of this Agreement for any reason be
declared invalid or unenforceable, such decision shall not affect the validity  
or enforceability of any remaining portion, which remaining portion shall remain
in force and effect, and the application of such part to persons or             
circumstances other than those as to which it is held invalid or unenforceable, 
and each other term, covenant and condition of this Agreement, shall be valid   
and be enforced to the fullest extent permitted by law.                         

        7.06 BINDING EFFECT; BENEFIT. This Agreement and all provisions hereof
shall be binding upon and shall inure only to the benefit of the parties hereto 
and their respective successors and permitted assigns; provided, however, that  
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any party hereto without the prior written consent of the  
other parties. Except for Indemnified Persons under Article VI, this Agreement  
is not intended to confer upon any person or entity other than the parties      
hereto any rights or remedies hereunder.                                        

         7.07 HEADINGS. The descriptive headings of the Articles and Sections of
this Agreement are inserted for convenience only, do not constitute a part of   
this Agreement and shall not affect in any way the meaning or interpretation of 
this Agreement.                                                                 

         7.08 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, and all of which together shall be  
deemed to be one and the same instrument.                                       

         7.09 APPLICABLE LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California, without regard to the  
conflicts of laws rules thereof. The parties agree that the exclusive venue for 
resolution of any case or controversy arising out of or in connection with this 
Agreement shall be Los Angeles County, California.                              

       7.10 INTERPRETATION. Each party intends that this Agreement be deemed
and construed to have been jointly prepared by the parties. As a result, the    
parties agree that any uncertainty or ambiguity existing herein shall not be    
interpreted against any of them. The parties also intend that the rights and    
remedies hereunder be cumulative, so that exercise of any one or more of such   
rights or remedies shall not preclude the later or concurrent exercise of any   
other rights or remedies.                                                       

      7.11 ATTORNEYS' FEES. If any party to this Agreement shall bring any
action for any relief against any other party hereto arising out of or in       
connection with this Agreement or any Exhibit, Schedule or other document in    
connection herewith, in addition to all other remedies to which the prevailing  
party may be entitled, the losing party shall be required to pay to the         
prevailing party a reasonable sum for attorney's fees and costs incurred in     
bringing such action and/or enforcing any judgment granted therein, all of which
shall be deemed to have accrued upon the commencement of such action and shall  
be paid whether or not such action is prosecuted to judgment. Any judgment or   
order entered in such action shall contain a specific provision providing for   
the recovery of attorney's fees and costs incurred in enforcing such judgment.  
For the purposes of this Section, attorney's fees shall include, without        
limitation, fees incurred with respect to the following: (i) post-judgment      
motions, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third
party examinations, (iv) discovery and (v) bankruptcy litigation.               

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         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the parties hereto on the Effective Date.    

                  NURESCELL INC.

                              By: /s/ JAMES F. SAMUELSON
                                              ----------------------------------
                             President
                              By: /s/ JAMES F. SAMUELSON
                                              ----------------------------------
                             Secretary

                                      TRITON PRIVATE EQUITIES FUND, L.P.
                                          By: Triton Capital Management, L.L.C.,
                           General Partner

                           By: /s/ JOHN C. TAUSCHE
                                              ----------------------------------
                                   John C. Tausche, Member

                                        ADVANCED TECHNOLOGY INDUSTRIES, INC.

                                  By: /s/ HANS-JOACHIM SKROBANEK
                                              ----------------------------------
                     President
                            By: /s/  JAMES SAMUELSON
                                              ----------------------------------
                     Secretary

                  ATI NUKLEAR AG

                        By: /s/ J.P. LEMPERT
                                              ----------------------------------
                     President

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 EXHIBIT "A"

 ACTION BY UNANIMOUS
 WRITTEN CONSENT WITHOUT A MEETING
OF THE BOARD OF DIRECTORS OF
 NURESCELL INC.,
A NEVADA CORPORATION

    Pursuant to the By-Laws of Nurescell Inc. (the "Corporation"), the
Directors of the Corporation do hereby adopt the following resolutions by       
unanimous written consent without a meeting.                                    

APPROVAL OF THE RESTRUCTURE AGREEMENT.      
--------------------------------------      

          WHEREAS, the Corporation has negotiated the terms of a
       Restructure Agreement (the "Agreement") between the
                  Corporation, Advanced Technology Industries, Inc. ("ATI"), ATI
                 Nuklear AG ("ATI Sub") and Triton Private Equities Fund, L.P.
            ("Triton") which, among other things, (i) will result in
               Triton becoming the majority shareholder of the Corporation
                 through the conversion of some or all of the "Nurescell Debt"
          (as defined in the Agreement) into common stock of the
       Corporation and (ii) upon the occurrence of certain
                  conditions, provides for the cancellation of the Corporation's
                  agreements with, and obligations to, ATI and ATI Sub in return
           for the transfer to ATI or ATI Sub of the Corporation's
  "Technology," as defined in the Agreement; and

       WHEREAS, the Board has determined that it is in the
              Corporation's best interests to enter into and perform the
                 Agreement on substantially the terms presented to this Board.

                NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby
approved.                                   

APPROVAL OF THE TECHNOLOGY TRANSFER.        
------------------------------------        

               WHEREAS, the Board believes that it is in the Corporation's
                  best interests to transfer to ATI or ATI Sub the Technology in
                consideration for the cancellation of the Corporation's debt
to ATI and ATI Sub; and                     

            WHEREAS, the Board has been advised by the Corporation's
                 management that, in management's opinion, the transfer of the
                  Technology for the consideration specified in the Agreement is
 fair to the Corporation and its shareholders.

            NOW, THEREFORE, BE IT RESOLVED, that the transfer of the
    Technology to ATI or ATI Sub is hereby approved.

APPROVAL OF TRITON'S STOCK CONVERSIONS.     
---------------------------------------     

         WHEREAS, Triton's conversion of the Nurescell Debt as
        described in the Agreement has not yet occurred; and

               WHEREAS, the Board has determined that each such conversion
will be in the Corporation's best interests.

                  NOW, THEREFORE, BE IT RESOLVED, that each and every conversion
               of the Nurescell Debt by Triton is hereby approved prior to
the date thereof.                           

 APPROVAL OF CHANGE IN THE BOARD OF DIRECTORS.
 ---------------------------------------------

                  WHEREAS, the Corporation is presently authorized to have three
(3) directors; and                          

           WHEREAS, it appears that for the foreseeable future the
                 Corporation will only have one person willing to serve on its
Board of Directors.                         

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           NOW, THEREFORE, BE IT RESOLVED, that Section 2.1 of the
              Corporation's Bylaws is hereby deleted in its entirety and
replaced with the following:                

                 "SECTION 2.1 QUALIFICATIONS AND NUMBER. Each director must be
                  at least 18 years of age. A director need not be a stockholder
                 of this corporation or a resident of the State of Nevada. The
                 authorized number of directors as provided in the Articles of
              Incorporation shall be not less than one (1) nor more than
               five (5). The exact number of authorized directors shall be
                  one (1) until changed, within the limits specified, by a bylaw
         amending this provision, duly adopted by the board of
                 directors or by a majority of the outstanding shares entitled
                  to vote; provided, however, that for so long as Triton Private
           Equities Fund, L.P. ("Triton") holds a majority of this
                corporation's outstanding shares: (i) the board of directors
                 shall not take any action to increase the number of directors
                beyond one (1) unless so directed in writing by Triton, (ii)
               within the limits specified above, the size of the board of
            directors shall be increased or decreased as directed in
                writing by Triton from time to time, in its sole discretion,
                  and (iii) this Section 2.1 shall be amended only by a majority
of the outstanding shares entitled to vote."

APPOINTMENT OF REPLACEMENT DIRECTOR.        
------------------------------------        

               WHEREAS, the Corporation is now authorized to have only one
(1) director;                               

                 WHEREAS, each of the current directors desires to resign from
all positions with the Corporation; and     

                  WHEREAS, Triton desires that Lawrence Shatsoff be appointed as
a director of the Corporation.              

             NOW, THEREFORE, BE IT RESOLVED, that Lawrence Shatsoff is
           hereby appointed as a director of the Corporation, such
                 appointment to take effect concurrent with the resignation of
the Corporation's current directors.        

APPROVAL OF RELATED MATTERS.                
----------------------------                

                RESOLVED, that any officer of the Corporation be, and hereby
                is, authorized and directed to take such actions and execute
        such documents on the Corporation's behalf as may be
              appropriate to carry out the purpose of these resolutions.

      IN WITNESS WHEREOF, the undersigned have executed this action by the
Board of Directors on March 21, 2003.                                           

/s/ James Samuelson                                /s/ Shelby T. Brewer         
--------------------------                         -----------------------------
James Samuelson, Director                          Shelby T. Brewer, Director   

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 EXHIBIT "B"

 RESIGNATION

            Effective as of March 21, 2003, I hereby resign from all officer
and director positions I now hold with Nurescell Inc. This resignation is not   
due to any disagreement with Nurescell Inc.                                     

Dated: March 21, 2003                                                           
                                                  ------------------------------

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 EXHIBIT "C"

ASSIGNMENT OF TECHNOLOGY

     THIS ASSIGNMENT OF TECHNOLOGY (this "Assignment") between Nurescell
Inc., a Nevada corporation (the "Assignor"), on the one hand, and Advanced      
Technology Industries, Inc., a Delaware corporation ("ATI"), and ATI Nuklear AG,
a German corporation (the "Assignee"), is effective as of the Closing Date and  
is delivered pursuant to that certain Restructure Agreement, dated March 21,    
2003 among Triton Private Equities Fund, L.P. ("Triton"), Assignor, ATI, and    
Assignee (the "Restructure Agreement"). All capitalized terms used herein and   
not defined have the meanings assigned to them in the Restructure Agreement.    

RECITALS

       A. The Assignor owns certain patents, patent applications, trademarks
and trademark applications relating to a proprietary radiation shielding        
technology for use by the nuclear power industry and others who produce, handle 
or store radioactive materials. Such patents, patent applications, trademarks   
and trademark applications are more specifically listed in Exhibit "1" (the     
"Technology").                                                                  

       B. The Technology includes the "Nurescell Technology Material," which
is (i) comprised of a unique composite of materials, (ii) designed for          
incorporation into the structural components of new and existing nuclear        
reactors and other facilities in order to provide a cost-effective safeguard    
from the lethal effect of radiation while achieving a minimal disruption to     
existing facilities, and (iii) expected to provide an innovative shielding      
material for various other purposes, including nuclear accelerator and defense  
research applications.                                                          

   C. Under the Restructure Agreement, Assignor agreed to assign and
transfer the Technology to Assignee and Assignee and ATI agreed to cancel       
certain promissory notes and other obligations of Assignor to Assignee or ATI   
upon the satisfaction or waiver of the Transfer Conditions.                     

    D. The parties hereby agree that the Transfer Conditions have been
satisfied and/or waived and wish to consummate the closing of the Restructure   
Agreement.                                                                      

 AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises    
contained herein, the sufficiency of which is hereby acknowledged, the parties  
hereto agree as follows:                                                        

           1. ASSIGNMENT. Assignor hereby assigns to Assignee all right, title
and interest in and to the Technology, including all improvements, and patent   
applications and all divisions and continuations thereof, and all United States 
Letters Patents which may be granted thereon and all reissues, reexaminations   
and extensions thereof, and all priority rights under all available             
international agreements, treaties and conventions for the protection of        
intellectual property in its various forms in every participating country, and  
all applications for patents (including related rights such as utility-model    
registrations, inventor's certificates, and the like) previously or hereafter   
filed for such improvements in any foreign countries, and all patents (including
all continuations, divisions, extensions, renewals, substitutes, and reissues   
thereof) granted for such improvements in any foreign countries, the trademark  
registrations and applications for registration listed in Exhibit "1" attached  
hereto, and all goodwill associated with the Technology; and Assignor hereby    
authorizes and requests the United States Commissioner of Patents and           
Trademarks, and any officials of foreign countries whose duty it is to issue    
patents on applications as aforesaid, to issue all patents for such improvements
to Assignee in accordance with the terms of this Assignment.                    

         2. ENTIRE INTEREST. Assignor hereby covenants that it has full right to
convey the entire interest herein assigned, and that it has not executed, and   
will not execute, any agreement in conflict herewith.                           

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         3. ASSISTANCE TO ASSIGNEE. Assignor hereby covenants and agrees that it
will communicate to Assignee any facts known to it respecting the improvements  
and testify in any legal proceeding, sign all lawful papers, execute all        
divisional, continuation, substitute and reissue applications, make all rightful
oaths and generally do everything possible to assist Assignee in obtaining and  
enforcing proper patent protection for the improvements in all countries;       
provided, however, that Assignee or ATI shall promptly reimburse Assignor for   
the reasonable cost of its compliance with this Section.                        

       4. ACCEPTANCE OF ASSIGNMENT. Assignee hereby accepts this Assignment.

5. MISCELLANEOUS.                                             

               5.1 GOVERNING LAW. This Assignment shall be governed in all
respects by the laws of the State of California without regard to the conflict  
of laws provisions. The parties hereto agree to submit to the exclusive         
jurisdiction of the federal and state courts of the State of California with    
respect to the interpretation of this Assignment or for the purposes of any     
action arising out of or relating to this Assignment.                           

                5.2 SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive the Closing Date. All statements as to     
factual matters contained in any certificate or other instrument delivered by on
behalf of Assignor, Assignee or ATI pursuant hereto or in connection with any of
the transactions contemplated hereby shall be deemed to be representations and  
warranties of Assignor, Assignee or ATI hereunder solely as of the date of such 
certificate or instrument.                                                      

                 5.3 SUCCESSORS AND ASSIGNS. The provisions hereof shall inure
to the benefit of and be binding upon the parties' successors and assigns;      
provided, however, that ATI's obligations under Section 5 above shall not be    
assigned or otherwise transferred without Assignor's prior written consent.     

               5.4 ENTIRE AGREEMENT; AMENDMENT. This Assignment, including
any agreements contemplated hereunder, constitutes the full and entire          
understanding and agreement between the parties with regard to the subject      
matter hereof, and no party shall be liable or bound to any other party in any  
manner by any warranties, representations or covenants except as specifically   
set forth herein or therein. Except as expressly provided herein, neither this  
Assignment nor any term hereof may be amended, waived, discharged or terminated 
other than by a written instrument signed by the party against whom enforcement 
of any such amendment, waiver, discharge or termination is sought.              

          5.5 SEVERABILITY. If a court of competent jurisdiction
determines that any provision of this Assignment or the application thereof is  
illegal, void or unenforceable, the remainder of this Assignment will continue  
in full force and effect and the application of such provision to other persons 
or circumstances will be interpreted so as to reasonably effect the intent of   
the parties hereto. To the extent practicable, the parties further agree to     
replace such void or unenforceable provision of this Assignment with a valid and
enforceable provision that will achieve the economic, business and other        
purposes of such void or unenforceable provision as closely as practicable.     

        5.6 COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be enforceable against the parties actually   
executing such counterparts, and all of which together shall constitute one     
instrument. A facsimile copy shall have the same force and effect as the        
original.                                                                       

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  WHEREFORE, the undersigned have duly executed this Assignment of
Technology effective as of the Closing Date.                                    

ASSIGNOR:                                                                       

NURESCELL INC., a Nevada corporation                                            

By:                                                                             
------------------------------                                          
Print Name:                                                                     
----------------------                                  
Title:                                                                          
---------------------------                                       

ASSIGNEE:                                                                       

ATI NUKLEAR AG, a German corporation                                            

By:                                                                             
------------------------------                                          
Print Name:                                                                     
----------------------                                  
Title:                                                                          
---------------------------                                       

ATI:                                                                            

ADVANCED TECHNOLOGY INDUSTRIES, INC.,                                           
a Delaware corporation                                                          

By:                                                                             
-----------------------------                                           
Print Name:                                                                     
---------------------                                   
Title:                                                                          
--------------------------                                        

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 EXHIBIT 1

 LIST OF PATENTS, PATENT APPLICATIONS, TRADEMARKS AND TRADEMARK APPLICATIONS
ASSIGNED

      Nurescell Inc.'s Technology to be transferred to ATI Nuklear AG is a
novel material for shielding and internment of radioactive materials and        
radioactive waste and attenuation of x-ray energy. The material is designed for 
incorporation into the structural components of new and existing nuclear        
reactors and other facilities to provide a cost-effective safeguard from the    
lethal effects of radiation while achieving minimal disruption of facilities.   
The material also may have nuclear accelerator and defense research             
applications.                                                                   

         The material demonstrates shielding and physical properties superior to
commonly used shielding materials such as concrete, steel or, in some cases,    
lead. The material may be compounded in such a way as to be used either in solid
form or as a viscous liquid for specialized applications. The compound may      
include such materials as polyester epoxy, powdered metals, a coloring agent and
polystyrenes in various combinations and ratios.                                

     The Technology is comprised of the patents and patents applications
described in the table below:                                                   

Title:          NUCLEAR RESISTANCE CELL AND METHODS OF MAKING SAME              

Inventor:       JOSEPH, ADRIAN                                                  

Applicant/Assignee:   NURESCELL INC.                                            

                                                        [Enlarge/Download Table]


COUNTRY                 CHRM            TYPE    FILING        SER/APPLN. NO.      ISSUE         PAT. NO.      STATUS         
                        MATTER NO.              DATE                              DATE                                       
----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
                                                                                                                             
United States           25869.0020      NE      11/6/1998     09/187,641          5/15/2001     6,232,383     ISSUED         
                        0               W                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Argentina               25869.0024      CEQ     11/3/1999     990105569                                       PENDING        
                        0                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Pakistan                25869.0024      CEQ     10/30/199     91399                                           PENDING        
                        1                       9                                                                            

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
WIPO (PCT, int'l        25869.0024      CEQ     11/5/1999     PCT/US99/262                                    NAT            
appln)                  2                                     56                                              PHASE          

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Peru                    25869.0024      CEQ     11/4/1999     1115                                            PENDING        
                        3                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Taiwan                  25869.0024      CEQ     11/5/1999     88119344            1/1/2002      NI-147720     ISSUED         
                        4                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Venezuela               25869.0024      CEQ     11/5/1999     1999002269                                      PENDING        
                        5                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Brazil                  25869.0024      DCA     11/5/1999     PI99067951                                      PENDING        
                        6                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Canada                  25869.0024      DCA     11/5/1999     2,316,823                                       PENDING        
                        7                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
China                   25869.0024      DCA     11/5/1999     99802034.6                                      PENDING        
                        8                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Cuba                    25869.0024      DCA     11/5/1999     1672000                                         ABANDON        
                        9                                                                                     ED             

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Czech Republic          25869.0025      DCA     11/5/1999     PV20003697                                      PENDING        
                        0                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
European Patent         25869.0025      DCA     11/5/1999     99962712.8                                      PUBLISHE       
                        1                                                                                     D              

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Hungary                 25869.0025      DCA     11/5/1999     PV 1497-2000                                    PENDING        
                        2                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Japan                   25869.0025      DCA     11/5/1999     2000581654                                      PENDING        
                        3                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
South Korea             25869.0025      DCA     11/5/1999     2000-7007450                                    PENDING        
                        4                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Mexico                  25869.0025      DCA     11/5/1999     006528                                          PENDING        
                        5                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Russian Federation      25869.0025      DCA     11/5/1999     2000125887          8/20/2002     3187855       ISSUED         
                        6                                                                                                    

----------------------- --------------- ------- ------------- ------------------- ------------- ------------- ---------------
Slovak Republic         25869.0025      DCA     11/5/1999     PV149700                                        PENDING        
                        7                                                                                                    

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

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 EXHIBIT "D"

MUTUAL RELEASE AGREEMENT

         THIS MUTUAL RELEASE AGREEMENT (this "Agreement") is effective as of the
Closing Date among Triton Private Equities Fund, L.P. ("Triton"), a Delaware    
limited partnership, Nurescell Inc., a Nevada corporation ("Nurescell"),        
Advanced Technology Industries, Inc., a Delaware corporation ("ATI"), and ATI   
Nuklear AG, a German corporation ("ATI Sub"), all of whom are hereafter referred
to as the "Parties." This Agreement is delivered pursuant to Section 2.01(a)(ii)
of that certain Restructure Agreement, dated March 21, 2003, among Triton,      
Nurescell, ATI and ATI Sub (the "Restructure Agreement"). All capitalized terms 
used herein and not defined have the meanings assigned to them in the           
Restructure Agreement.                                                          

RECITALS

       A. Nurescell, ATI and ATI Sub entered into the Restructure Agreement,
which provides for, among other things, the cancellation of, and concomitant    
elimination of such Parties' respective obligations to each other under, the    
License Agreement, the Investment Agreement, the Modification Agreement, the    
2001 Restructure Agreement and the ATI Sub Note.                                

         B. The Parties desire to eliminate all obligations that they may owe to
one another under any agreement or otherwise, except for the Parties' respective
obligations set forth in the Restructure Agreement and, as to Nurescell, the    
obligations that it owes to Triton under the 1999 Note, the 2000 Note, the      
Registration Agreements, the Securities Purchase Agreement dated as of December 
15, 1999, the Warrant to Purchase Common Stock dated December 15, 1999, the     
Securities Purchase Agreement dated as of February 8, 2000, the Warrant to      
Purchase Common Stock dated February 8, 2000, the Pledge and Security Agreement 
dated August 8, 2002, the $26,000 Secured Promissory Note dated August 8, 2002, 
the $7,650 Unsecured Promissory Note dated August 26, 2002 and any other        
obligations of Nurescell to Triton arising by their mutual consent on or after  
August 26, 2002 (collectively, the "Triton Obligations").                       

 AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the mutual promises,      
covenants and conditions herein contained, the Parties agree as follows:        

1. MUTUAL RELEASE.                                            

  (a) The Parties hereby, for themselves, their employees, agents,
partners, subsidiaries, affiliates, representatives, successors and assigns,    
discharge and release one another, their past and present employees (except     
Adrian Joseph), directors, agents, executors, administrators, trustees,         
attorneys, partners, insurers, representatives, assigns, predecessors,          
successors and related entities (the "Released Parties"), from any and all      
claims, damages, actions, judgments, obligations, attorneys' fees, indemnities, 
subrogations, duties, demands, controversies and liabilities of every nature at 
law or in equity, liquidated, or unliquidated, known or unknown, matured or     
unmatured, foreseeable or unforeseeable, which they had or have arising out of  
any circumstance, thing, or event alleged occurring contemporaneously with or   
prior to the Closing Date, or arising out of the 2001 Restructure Agreement, any
cash advances or loans among one another, the License Agreement, the Investment 
Agreement, the Modification Agreement, the ATI Sub Note or any other agreement  
or understanding, other than (i) the Restructure Agreement and the Exhibits and 
Schedules attached thereto, (ii) solely as to Nurescell, the Triton Obligations 
and (iii) to Shelby Brewer and Jim Samuelson for salary, consulting fees, loans 
and expenses owed.                                                              

          (b) Each party hereby irrevocably covenants to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,           
instituting or causing to be commenced, any proceeding of any kind against any  
Released Party, based on any matter purported to be released hereby.            

   2. WAIVER OF UNKNOWN CLAIMS. It is understood and agreed that the
Parties' releases set forth hereinabove extend to all claims of every kind,     
nature and description whatsoever, known or unknown, suspected or unsuspected   
and any and all rights under the provisions of Section 1542 of the Civil Code of
California or under any comparable statute of any other jurisdiction. The       
Parties expressly acknowledge that they are familiar with and expressly waive   
and relinquish every right or benefit they have or may have under the provisions
of Section 1542 of the Civil Code of California which reads as follows:         

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      "A general release does not extend to claims which the creditor does
        not know or suspect to exist in his favor at the time of executing the
  release, which if known by him must have materially affected his
settlement with the debtor."                                  

     3. ENTIRE AGREEMENT. This Agreement contains the sole, complete and
entire agreement and understanding of the Parties concerning the matters        
contained herein and may not be altered, modified, or changed in any manner     
except by a writing duly executed by the Parties. No Party is relying on any    
representations other than those expressly set forth herein. No conditions      
precedent to the effectiveness of this Agreement exists, other than as expressly
provided for herein. There are no oral or written collateral agreements other   
than the Restructure Agreement. All prior discussions and negotiations have been
and are merged, integrated into and superseded by this Agreement.               

         4. WAIVER. The delay or failure of a Party to exercise any right, power
or privilege hereunder, or failure to strictly enforce any breach or default    
shall not constitute a waiver with respect thereto; and no waiver of any such   
right, power, privilege, breach or default on any one occasion shall constitute 
a waiver thereof on subsequent occasion unless clear and express notice thereof 
in writing is provided.                                                         

       5. ATTORNEYS' FEES UPON BREACH. If any action at law or in equity, or
any motion, is brought to enforce this Agreement, the prevailing Party shall be 
entitled to all of its costs in bringing and prosecuting said action or motion, 
including reasonable attorneys' fees.                                           

       6. APPLICABLE LAW. This Agreement shall be construed according to the
laws of the State of California in effect as of the date of execution.          

         7. ADVICE OF COUNSEL. The Parties represent that prior to the execution
of this Agreement they had the opportunity to seek the benefit of independent   
legal counsel of their own selection regarding the substance of this Agreement. 

8. REPRESENTATION OF AUTHORITY. Each individual executing this
Agreement on behalf of any Party expressly represents and warrants that he/she  
has authority to execute and thereby bind the Party on behalf of which he/she   
executes this Agreement to the terms of this Agreement and agrees to indemnify  
and hold harmless each other party from any claim that such authority did not   
exist.                                                                          

9. HEADINGS. The headings included in this Agreement are for  
convenience only and do not limit, alter, or affect the matters contained in    
this Agreement or the paragraphs they encaption.                                

 10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which together constitute one single document.             

         11. TELEFACSIMILE SIGNATURES. This Agreement and any documents relating
to it may be executed and transmitted to any other party by telefacsimile, which
telefacsimile shall be deemed to be, and utilized in all respects as, an        
original, wet-inked document.                                                   

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     12. DATE OF EXECUTION. The Parties execute this Agreement as of the
Closing Date.                                                                   

NURESCELL INC.                                  ADVANCED TECHNOLOGY             
                                INDUSTRIES, INC.

By:___________________________                  By:___________________________  
Name:_________________________                  Name:_________________________  
Title:________________________                  Title:________________________  

TRITON PRIVATE EQUITIES                         ATI NUKLEAR AG                  
FUND, L.P.                                                                      
By: Triton Capital Management, L.L.C.,                                          
General Partner                                                   
By:___________________________                  By:___________________________  
Name:_________________________                  Name:_________________________  
Title:________________________                  Title:________________________  

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 EXHIBIT "E"

 FORM OF SHAREHOLDER CONSENT
 ---------------------------

 WRITTEN CONSENT WITHOUT A MEETING
OF THE SHAREHOLDERS OF
 NURESCELL INC.,
A NEVADA CORPORATION

       The undersigned shareholders of Nurescell, Inc., a Nevada corporation
(the "Corporation"), do hereby consent to the following actions of the          
Corporation:                                                                    

1. The assignment and transfer of the Technology (as defined in the 
Restructure Agreement dated March 21, 2003 by and among the Corporation, Triton 
Private Equities Fund, L.P., Advanced Technology Industries, Inc. and ATI       
Nuklear AG) to ATI Nuklear AG; and                                              

2. The amendment of the Corporation's Articles of Incorporation to  
increase the number of authorized shares of common stock from 50,000,000 to     
___________.                                                                    

       This consent is given in accordance with Nevada Revised Statute 78.320(2)
with respect to all shares of the undersigned entitled to vote on this matter.  

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                             EXHIBIT "F"
                             LIST OF NURESCELL'S LIABILITIES

   Herzog, Fisher, Grayson & Wolfe..............................$25,550.39
  U.S. Stock Transfer..........................................$1,250.00
  Federal Express..............................................$1,904.23
Arrowhead....................................................$244.94
  GE Capital...................................................$6,348.78
Hartford.....................................................$849.88
  Standard & Poors.............................................$2,975.00
  XO Communications............................................$1,625.36
Office Depot.................................................$807.16
  DTC..........................................................$4,285.00
Staples Credit...............................................$673.34
Purchase Power...............................................$415.39
Action Answering.............................................$183.80
GKL Resident.................................................$80.00 
DDS..........................................................$43.54 
  Brakke Schafnitz.............................................$2,214.79
   James Eliades................................................$32,750.00
   Jerry Quinn..................................................$14,549.29
  H. Roy Jeppson...............................................$8,586.50
   Rick Van Eyk.................................................$25,167.48
  John Hannesson...............................................$4,828.00
  Merrill......................................................$5,000.00
   Crosby, Heafey, Roach & May..................................$15,932.00
  Cingular.....................................................$6,678.40
  AT&T.........................................................$1,666.05
Pacific Bell.................................................$67.89 
  UK Abrasives.................................................$2,446.00
Sprint.......................................................$299.50
   Markum & Kliegman............................................$49,628.00
Pitney Bowes.................................................$972.71
AICCO........................................................$300.16
VWR..........................................................$223.80
  DHL..........................................................$2,479.40
Property Taxes...............................................$547.00
   Sharon Nitka.................................................$10,900.00
State of Nevada..............................................$500.00
Verizon......................................................$76.35 
Stock Group..................................................$549.00
Centerpointe ................................................$345.00
  Premier Business Centers ....................................$3,115.00
   Corbin & Wirtz...............................................$16,782.00
David Hamilton...............................................$179.00
OC Tax Collector.............................................$547.00
PublicEase...................................................$399.00
Richard Wall.................................................$908.43
TeleExpress..................................................$217.99
   Shelby Brewer................................................$38,000.00
    John Longenecker.............................................$180,000.00
    James Samuelson..............................................$117,335.00
    Adrian Joseph................................................$206,465.00
  Internal Revenue Service.....................................$9,681.55

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SCHEDULE 3.01(b)

       Nurescell requires stockholder approval of the Share Increase and the
Technology Transfer. Nurescell must file an amended Articles of Incorporation   
with the Nevada Secretary of State to make the Share Increase effective. It must
also file the Information Statement delivered to its stockholders regarding the 
Share Increase and Technology Transfer with the Securities and Exchange         
Commission.                                                                     

SCHEDULE 3.01(g)

       Nurescell may have contingent liabilities which could arise from acts
or omissions by Adrian Joseph and/or Dianna Joseph in connection with (i) any   
transfer of shares in Nurescell by such persons or their trusts and/or (ii) any 
transfer of shares in Nurescell by persons or entities which acquired shares in 
Nurescell through Adrian Joseph, Dianna Joseph and/or their trusts.             

SCHEDULE 3.05(b)

       Nurescell requires stockholder approval of the Share Increase and the
Technology Transfer. Nurescell must file an amended Articles of Incorporation   
with the Nevada Secretary of State to make the Share Increase effective. It must
also file the Information Statement delivered to its stockholders regarding the 
Share Increase and Technology Transfer with the Securities and Exchange         
Commission.                                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14C’ Filing		Date		First		Last			Other Filings
For Period End:		6/1/03
Filed on:		4/28/03
		3/21/03		3		34
		9/30/02		16					10QSB,  NT 10-Q
		8/26/02		19		31
		8/8/02		19		31
		3/31/02		16					10KSB,  NT 10-K
		12/1/01		12
		9/30/01		12					10QSB,  8-K,  NT 10-Q
		6/11/01		12
		8/17/00		12
		8/15/00		12
		2/8/00		12		31
		12/15/99		12		31
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