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                                                                    EXHIBIT 6.1

                                 CONSULTING AGREEMENT

This Agreement is made on June 25, 1999, between NURESCELL a Nevada
Corporation ("CLIENT"), with a principal place of business at 1400 Bristol
Street, North, Suite 240, Newport Beach, CA 92660 and DR. CHONG CHIU
("Consultant"), an independent contractor, with a principal place of business
at 112 West Canada, San Clemente, California 92675

     1.  TERM OF CONTRACT.

         1.1   This Agreement will become effective upon execution and will
               continue in affect for five (5) years with one five year
               renewal Option unless otherwise terminated in accordance with
               this Agreement. The Performance of Services shall be reviewed
               annually.

     2.  SERVICES TO BE PERFORMED BY CONSULTANT.

         2.2   SPECIFIC SERVICES. Consultant agrees to perform certain
               services as hereinafter set forth, but including the following:

               2.1.1   Marketing analysis and salability analysis of high
                       demand segments in the nuclear industry (commercial
                       power, uranium production and DOE nuclear facilities).

               2.1.2   Development of product and material specifications
                       that can meet the demand of radiation shielding and
                       safety applications in nuclear power stations.

               2.1.3   Formation of high-level industry committees to help
                       review the specifications.

               2.1.4   Facilitation of DOE Grants and other funding
                       mechanisms to enable in-plant field trials and
                       NRC/LARA Approvals and Licenses.

               2.1.5   Facilitation of endorsement of the products and
                       materials to the nuclear power industry.

               2.1.6   Completion of sales of NURESCELL materials to the
                       power plant industry.

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         2.2   PURPOSE OF THE SERVICE. The service provided by Consultant and
               his team will help NURESCELL to finalize the products and to
               obtain quick access to key design and marketing information,
               responsible management personnel and NRC officials that are
               needed to develop and capture the application identified by
               NURESCELL and Consultant in a cost-effective and timely
               manner, the estimated $2 to $3 Billion Dollars per year
               radiation shielding market in the nuclear industry.

         2.3   METHOD OF PERFORMING SERVICES. Consultant will determine the
               method, details, and means of performing the above-described
               services; provided however, that Consultant shall, on at least
               a monetary basis, prepare a detailed written report on the
               Consultant's activities in connection with this Agreement.
               Said report shall include all contacts made and a summary of
               progress against committed performance of services.

         2.4   STATUS OF CONSULTANT. Consultant enters into this Agreement,
               and will remain throughout the term of this Agreement, as an
               Independent Contractor. Consultant agrees that he is not and
               will not become an employee, partner, agent or principal of
               Client while this Agreement is in effect. Consultant agrees he
               is not entitled to the rights or benefits afforded to Client's
               employee, including disability or unemployment insurance,
               worker's compensation, medical insurance, sick leave, or any
               other employment benefit. Consultant is responsible for
               providing, at his own expense, disability, unemployment, and
               other insurance, worker's compensation, training, permits, and
               licenses for himself and for his employees and subcontractors.

         2.5   PAYMENT OF INCOME TAXES. Consultant is responsible for paying
               when due all income taxes, including estimated taxes, incurred
               as a result of the compensation paid by Client to Consultant
               for services under this Agreement. On request, Consultant will
               provide Client with proof of timely payment. Consultant agrees
               to indemnify Client for any claims, costs, losses, fees,
               penalties, interest, or damages suffered by Client resulting
               from Consultant's failure to comply with this provision.

         2.6   USE OF EMPLOYEES OR SUBCONTRACTORS. Consultant may, at
               Consultant's own expense, use any employees or subcontractors
               as Consultant deems necessary to perform

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               the services required of Consultant by this Agreement. Client
               may not control, direct, or supervise Consultant's employees
               or subcontractors in the performance of those services.

     3.  COMPENSATION

         3.1   COMPENSATION. Client agrees to pay Consultant for the services
               set forth in Section 2 in the following manner:

                     3.1.1 NURESCELL Materials Sales -- 15% of the Net Sales
                     Revenue. Net is defined as Gross Sales minus cost of
                     NURESCELL Materials, Production & Transportation/
                     Delivery to Purchaser.

                     3.1.2 Demonstration Grants -- 10% of Gross Grant Value.

                     3.1.3 ALL Sales and/or Grant Agreements shall be
                     presented to NURESCELL for written pre-approval before
                     finalization of the Contract.

         3.2   The COMPENSATION discussed above will be payable to Consultant
               within 30 days from the receipt of payment to NURESCELL from
               the contracts derived from Consultant's effort.

         3.3   PAYMENT OUT OF POCKET EXPENSES. Consultant will be reimbursed
               for actual expenses incurred (not to exceed $126,000.00 per
               year) based upon a five year Agreement. NURESCELL must
               pre-approve ALL expenses. Consultant will provide Client with
               receipts for all expenses over $25.00

         3.4   As additional compensation, Consultant shall be entitled to a
               STOCK OPTION of 200,000 NURSCELL shares at $3.0 per share.
               This Option may be exercised by Consultant upon consultant
               forming a nuclear power committee with qualified power Plan
               Managers etc. Said Option shall be approved by the Board of
               Directors and NURESCELL.

         3.3   LIMITATION OR COMPENSATION. Notwithstanding anything to the
               contrary contained herein, should Consultant be terminated for
               cause, all right to compensation shall forthwith cease. Should
               the Agreement be terminated for any other reason, including
               the agreed upon expiration date of the Agreement, then the
               right to receive compensation shall be limited to Gross Sales
               and or Grants (See Section 3.1) derived from

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               existing contracts between NURESCELL and the Nuclear industry
               which were derived directly from Consultant's efforts, but
               shall not include renewals or extensions of any such
               Agreements and shall not include any Agreements executed after
               this consulting Agreement has been terminated.

     4.  OBLIGATIONS OF CONSULTANT

         4.1   MINIMUM AMOUNT OF SERVICE.  Consultant agrees to devote
               substantial time to performing the above-described services.

         4.2   NON-EXCLUSIVE RELATIONSHIP. Consultant may represent, perform
               services for, and contract with as many additional clients,
               persons, or companies as Consultant, in his sole discretion;
               provided, however, during the term of this Agreement
               Consultant shall not, directly or indirectly, either as an
               employee, employer, consultant, agent, principal, partner,
               stockholder, corporate officer, director, or in any other
               individual or representative capacity, engage or participate
               in any business that is in competition in any manner
               whatsoever with the business of NURESCELL.

         4.3   MATERIALS AND EQUIPMENT. Subject to information, samples and
               technical assistance as needed to be obtained from Client,
               Consultant will supply all materials, and equipment required
               to perform the services under this Agreement.

         4.4   WORKER'S COMPENSATION. Consultant agrees to provide worker's
               compensation insurance for Consultant's employees and agents,
               if any, and agrees to hold harmless and indemnify Client for
               any and all claims arising out of any injury, disability or
               death of any of Consultant's employees or agents.

         4.5   GENERAL LIABILITY INSURANCE. Consultant agrees to hold
               NURESCELL harmless for any negligent acts or omissions
               committed by Consultant or Consultant's employees or agents
               during the performance of any duties under this Agreement.
               Consultant further agrees to indemnify and hold Client free
               and harmless from any and all claims arising from any such
               negligent act or omission.

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         4.6   CONSULTANT'S QUALIFICATIONS. Consultant represents that he has
               the qualifications and skills necessary to perform the
               services under this Agreement in a competent, professional
               manner, without the advice or direction of Client. This means
               Consultant is able to fulfill the requirements of this
               Agreement. Failure to perform all the services required under
               this Agreement constitutes a material breach of the Agreement.
               Consultant has complete and sole discretion for the manner
               in which the work under this Agreement will be performed.

         4.7   INDEMNITY. Consultant agrees to indemnify, defend, and hold
               Client free and harmless from all claims, demands, losses,
               costs, expenses, obligations, liabilities, damages,
               recoveries, and deficiencies, including interest, penalties,
               attorney's fees, and costs, that Client may incur as a result
               of a breach by Consultant of any representation or Agreement
               contained in this Agreement.

         4.8   ASSIGNMENT. Neither this Agreement nor any duties or
               obligations under this Agreement may be assigned by Consultant
               without the prior written consent of Client.

     5.  OBLIGATIONS OF CLIENT.

         5.1   COOPERATION OF CLIENT. Client agrees to comply with all
               reasonable requests of Consultant necessary to the performance
               of Consultant's duties under this Agreement.

         5.2   ASSIGNMENT. Neither this Agreement nor any duties or
               obligations under this Agreement may be assigned by Client
               without the prior written consent of the Consultant.

     6.  TERMINATION OF AGREEMENT.

         6.1   TERMINATION ON NOTICE. Notwithstanding any other provision of
               this Agreement, either party may terminate this Agreement at
               any time by giving sixty (60) days written notice to the other
               party. Unless otherwise terminated as provided in this
               agreement, this agreement will continue in force for 5 years
               with an additional five year option and annual performance
               reviews.

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         6.2   TERMINATION ON OCCURRENCE OF STATED EVENTS. This Agreement
               will terminate automatically on the occurrence of any of the
               following events:

               (a)  Bankruptcy or insolvency of either party.
               (b)  Death of Consultant.

         6.3   TERMINATION FOR DEFAULT.  If either party defaults in the
               performance of this Agreement or materially breaches any of
               its provisions, the non-breaching party may terminate this
               agreement by giving written notification to the breaching
               party. Termination will take effect immediately on receipt of
               notice by the breaching party or five days after mailing of
               notice, whichever occurs first. For the purposes of this
               paragraph, material breach of this Agreement includes, but is
               not limited to, the following:

               (a)   Client's failure to pay Consultant any compensation due
                     within 30 days after written demand for payment.
               (b)   Consultant's failure to complete the services specified
                     in 2.1 of this Agreement.
               (c)   Consultant's material breach this Agreement or any
                     representation contained herein.
               (d)   Client's material breach of any representation or
                     agreement contained in this Agreement.

         6.4   Either party may terminate this Agreement for the reasons
               stated in 6.3 by giving forty-five (45) days written notice of
               termination to the other, but without prejudice to any other
               remedy to which either party may be entitled either at law, in
               equity, or under this Agreement.

         6.5   NURESCELL reserves the right to terminate this Agreement not
               less than six (6) months after Consultant suffers any physical
               or mental disability that would prevent the performance of his
               duties under this Agreement. Such a termination shall be
               effected by giving forty-five (45) days written notice of
               termination to Consultant.

     7.  UNIQUE INJUNCTIVE RELIEF.

         7.1   Consultant hereby represents and agrees that the services to
               be performed under the terms of this Contract/Agreement are of
               a special, unique, unusual, extraordinary, and intellectual
               character that gives them a peculiar value, the

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               loss of which cannot be reasonably or adequately compensated
               in damages in an action at law. Consultant therefore expressly
               agrees that NURESCELL, in addition to any other rights or
               remedies that NURESCELL may possess, shall be entitled to
               injunctive and other equitable relief to prevent or remedy a
               breach of this Agreement by Consultant.

     8.  PROPRIETARY RIGHTS.

         6.1   NEW DEVELOPMENTS. Consultant agrees that all designs, plans,
               reports, specifications, drawings, inventions, processes, and
               other information or items produced by Consultant while
               performing services under this Agreement will be assigned to
               Client as the sole and exclusive property of Client and
               Client's assigns, nominees, and successors, as well any
               copyrights, patents, or trademarks obtained by Consultant
               while performing services under this Agreement. On request and
               at Client's expense, Consultant agrees to help Client obtain
               patents and copyrights for any new developments. This includes
               providing data, plans specifications, descriptions,
               documentation, and other information, as well as assisting
               Client in completing any required application or registration.

         6.2   CONFIDENTIAL INFORMATION. Any written, printed, graphic, or
               electronically or magnetically recorded information furnished
               by Client for Consultant's use are the sole property of
               Client. This proprietary information includes, but is not
               limited to, customer requirements, customer lists, marketing
               information, and information concerning Client's employees,
               products, services, prices, operations, and subsidiaries.

               Consultant will keep this confidential information in the
               strictest confidence, and will not disclose it by any means to
               any person except with Client's approval, and only to the
               extent necessary to perform the services under this agreement.
               This prohibition also applies to Consultant's employees,
               agents, and subcontractors. On termination of this agreement,
               Consultant will return any confidential information in his
               possession to Client.

               (a)   The parties acknowledge and agree that during the terms
                     of this agreement and in the course of the discharge of
                     his duties hereunder, Consultant shall have access to
                     and become acquainted with

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                     information concerning the operation and process of
                     NURESCELL, including without limitation, financial,
                     personnel, sales, scientific, and other information that
                     is owned by NURESCELL and regularly used in the
                     operation of NURESCELL's business, and that such
                     information constitutes NURESCELL's trade secrets.

               (b)   Consultant specifically agrees that he shall not misuse,
                     misappropriate, or disclose any such trade secrets,
                     directly or indirectly, to any other person or use them
                     in any way, either during the term of this agreement or
                     at any other time thereafter, except as is required in
                     the course of his Agreement hereunder.

               (c)   Consultant acknowledges and agrees that the sale or
                     unauthorized use or disclosure of any of NURESCELL's
                     trade secrets obtained by Consultant during the course
                     of this Agreement, including information concerning
                     NURESCELL's current or any future and proposed work,
                     services or products, the facts that any such work,
                     services, or products are planned, under consideration,
                     or in production, as well as any descriptions thereof,
                     constitute unfair competition. Consultant promises and
                     agrees not to engage in any unfair competition with
                     NURESCELL, either during the term of this Agreement.

               (d)   Consultant further agrees that all files, records,
                     documents, drawings, specifications, equipment, and
                     similar items relating to NURESCELL's business, whether
                     prepared by NURESCELL or others, are and shall remain
                     exclusively the property of NURESCELL and that they
                     shall be removed from the premises of NURESCELL only
                     with the express prior written consent of NURESCELL's
                     Board of Directors.

         8.3   NON-SOLICITATION. For a period of two (2) years following the
               termination of this Agreement, Consultant will not do either
               of the following: (1) call on, solicit, or take away any of
               Client's customers or potential customers Consultant became
               aware of as a result of performing services under this
               agreement; or (2) solicit or hire away any of Client's
               employees or contractors Consultant became aware of as a
               result of performing services under this Agreement.

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         8.4   EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION. This
               Agreement shall be terminated by any voluntary or involuntary
               dissolution of NURESCELL; provided, however, that if said
               dissolution is the result of either a merger or consolidation
               in which NURESCELL is not the consolidated or surviving
               corporation, or a transfer of all or substantially all of the
               assets of NURESCELL, then at the option of Consultant, he
               shall be entitled to be paid the balance remaining under this
               Agreement. In the event of a Merger or transfer of Assets
               NURESCELL will retain the right to terminate this Agreement.

    9.   GENERAL PROVISIONS

         9.1   TIME OF THE ESSENCE. Time is of the essence with respect to
               this Agreement.

         9.2   ENTIRE AGREEMENT. This Agreement contains the entire agreement
               between the parties with respect to the subject matter hereof,
               and there are no agreements, understandings, representations
               or warranties among the parties other than those set forth or
               referred to herein.

         9.3   EXPENSES. Except as set forth in this Agreement, whether the
               transactions contemplated hereby are consummated or not, all
               legal and other costs and expenses incurred in connection with
               this Agreement and the transactions contemplated hereby shall
               be paid by the party incurring such costs and expenses.

         9.4   NOTICES. All notices ("Notice") hereunder shall be
               sufficiently given for all purposes hereunder if in writing
               and delivered personally, sent by documented overnight
               delivery service or to the extent receipt is confirmed,
               telecopy, telefax, or other electronic transmission service to
               the appropriate address or number as set forth below.

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    Notices to NURESCELL, Inc. shall be addressed to:

               1400 Bristol Street, North
               Suite 240
               Newport Beach, California 92660
               Telephone Number: (949) 752-0071
               Facsimile Number: (949) 752-0091

    Notices to Dr. Chong Chiu shall be addressed to:

               112 West Canada
               San Clemente, California 92675
               Telephone Number: ________________________________
               Facsimile Number: ________________________________

Any party may change the Notice designation by complying with the notice
provision hereof.

         9.5   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
               and inure to the benefit of the parties hereto and their
               respective successors and assigns.

         9.6   HEADINGS; DEFINITIONS. The Section and article headings
               contained in this Agreement are inserted for convenience of
               reference only and will not affect the meaning or
               interpretation of this Agreement. All references to Sections or
               Articles contained herein mean Sections or Articles of this
               Agreement unless otherwise stated. All capitalized terms
               defined herein are equally applicable to both the singular and
               plural forms of such farms.

         9.7   ASSIGNMENT. This Agreement and all of the provisions hereof
               shall be binding upon and insure to the benefit of the parties
               hereto and their respective successors and permitted assigns,
               but neither this Agreement nor any of the rights, interests or
               obligations hereunder shall be assigned by any of the parties
               hereto without the prior written consent of the other parties.

         9.8   GOVERNING LAW. This Agreement and the legal relations among
               the parties hereto shall be governed by and constructed in
               accordance with the laws of the State of California.

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         9.9   AMENDMENTS AND WAIVERS. This Agreement may not be modified or
               amended except by an instrument or instruments in writing
               signed by the party against whom enforcement of any such
               modification or amendment is sought. Either party hereto may,
               only by an instrument in writing, waive compliance by the other
               party hereto with any term or provision of this Agreement. The
               waiver by any party hereto of a breach of any term or
               provision of this Agreement shall not be construed as a waiver
               of any subsequent breach.

         9.10  ATTORNEYS FEES AND COSTS. In the event of any breach of this
               Agreement including any representation or warranty contained
               in this Agreement which results in a claim being made against
               the breaching party, the prevailing party shall be entitled to
               recover reasonable attorney's fees and costs arising
               therefrom, including but not limited to, travel and lodging
               expenses, expert witness fees, depositions and related costs.

         9.11  ARBITRATION. Any dispute or claim arising under or with
               respect to this Agreement will be resolved by arbitration in
               Los Angeles, CA in accordance with the Commercial Arbitration
               Rules of the American Arbitration Association before a panel
               of three (3) arbitrators, in accordance with the Commercial
               Arbitration Rules of the American Arbitration Association. The
               decision or ward of a majority of the arbitrators shall be
               final and binding upon the parties. Any arbitrated award may
               be entered as a judgment or order in any court of competent
               jurisdiction.

         9.12  SEVERABILITY. If any provision of this Agreement shall be
               declared void or unenforceable by a court of competent
               jurisdiction, the remaining provisions of this Agreement shall
               nevertheless continue in effect.

         9.13  FULL AUTHORITY. Each party hereto has taken all necessary
               action to authorize such party to enter into and perform under
               this Agreement. Each party hereto represents and warrants that
               nothing contained in this Agreement violates or conflicts with
               any agreement, contract or understanding to which such party
               or its properties is subject, or any law rule regulation or
               order or to any of the charter 5 documents or internal
               policies or procedures of such party. Each person whose
               signature is affixed hereto in a representative capacity
               represents and warrants that he or she is

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               authorized to execute this Agreement on behalf of and to bind
               the entity on whose behalf his or her signature is affixed.

         9.14  COUNTERPARTS: EXECUTION BY FACSIMILE. This Agreement and/or
               any amendments to this Agreement may be executed in one or
               more counterparts, each of which shall be deemed an original,
               but all of which together shall constitute one and the same
               instrument. This Agreement is effective when each party has
               received an executed version transmitted to such party via
               facsimile by the other party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be affixed hereto, all as of
the day and year first above written.

NURESCELL, INC.
"CLIENT"

By: /s/ ADRIAN A. JOSEPH                         Date:  6/29/99
   ----------------------------                       -------------------------
   President

By:                                              Date:
   ----------------------------                       -------------------------
   Secretary

"CONTRACTOR"

By: /s/ CHONG CHIU                               Date:  6/29/1996
   ----------------------------                       -------------------------
   DR. CHONG CHIU

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