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                              EMPLOYMENT AGREEMENT
                                   (PRESIDENT)


     Nurescell, Inc., a Nevada corporation with its principal place of business
located at 1400 Bristol Street North, Suite 240, Newport Beach, California
("Employer") and William Wilson whose resident address is 10101 Wilshire
Boulevard, Los Angeles, CA 90024 ("Employee") in consideration of the mutual
promises and covenants made herein and other valuable consideration agree as
follows:

                                    ARTICLE 1.  ENGAGEMENT

1.1  TITLE, BOARD MEMBERSHIPS. Employer hereby engages Employee and Employee
     hereby accepts employment with Employer, to perform Employee's services as
     President of Employer and such other services as may be required of
     Employee under this Agreement, on the terms and conditions hereinafter set
     forth. Employee further agrees to accept election and to serve during all
     or any part of the Term (as that Term is defined in Section 2 hereof) of
     this Agreement as an officer and/or director of Employer and of any
     subsidiary or affiliate of Employer, without compensation therefor, except
     as set forth in this Agreement, if elected to any such position by the
     shareholders of Employer or by the Board of Directors of Employer (the
     "Board") or of any subsidiary or affiliate, as the case may be.

1.2  DUTIES, PLACE OF EMPLOYMENT. Employee shall perform all duties customarily
     performed by Employees employed in the capacity of President of companies
     engaged in the business of Employer and shall use and devote his full time
     and efforts in the discharge of his duties. Employee shall perform his
     duties at Employer's principal offices in Newport Beach, California, but
     shall travel to and from such address as may be reasonably required in the
     performance of such duties. Subject to the terms of this Agreement,
     Employee shall comply promptly and faithfully with Employer's reasonable
     instructions, directions, requests, rules and regulations. Employer shall
     not be deemed to have waived the right to require Employee to perform any
     duties hereunder by assigning Employee to any other duties or services.

1.3  "EMPLOYMENT TERM" DEFINED. "Employment term" refers to the entire period of
     employment of Employee by Employer, whether for the periods provided above,
     or whether terminated earlier as hereinafter provided or


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     extended by mutual agreement between Employer and Employee.


                           ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE

2.1  DUTIES, PLACE OF EMPLOYMENT. Employee shall perform all duties customarily
     performed by Employees employed in the capacity of President of companies
     engaged in the business of Employer and shall use and devote his full time
     and efforts in the discharge of his duties. Employee shall perform his
     duties at Employer's principal offices in Newport Beach, California, but
     shall travel to and from such address as may be reasonably required in the
     performance of such duties.

2.2  MATTERS REQUIRING CONSENT OF BOARD OF DIRECTORS. Employee shall not,
     without specific approval of Employer's Board of Directors, do or contract
     to do any of the following:

     (1)  Borrow on behalf of Employer.

     (2)  Permit any customer of Employer to become indebted to Employer.

     (3)  Purchase capital equipment for amounts in excess of the amounts
          budgeted for expenditure by the Board of Directors.

     (4)  Sell any single capital asset of Employer.

     (5)  Terminate the services of any other officer of Employer or hire any
          replacement of any officer whose services have been terminated without
          the prior written approval of the Board of Directors.

     (6)  Commit Employer to the expenditure of more than $10,000 for any
          purpose without the prior written approval of the Board of Directors.

2.3  DEVOTION TO EMPLOYER'S BUSINESS.

     (a)  Employee shall devote his entire productive time, ability, and
          attention to the business of Employer during the term of this
          contract.

     (b)  Employee shall not engage in any other business duties or pursuits
          whatsoever, or directly or indirectly render any services of a
          business, commercial, or professional nature to any other person


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          or organization, whether for compensation or otherwise, without the
          prior written consent of Employer's Board of Directors.

     (c)  This agreement shall not prohibit Employee from making passive
          personal investments or conducting private business affairs if those
          activities do not materially interfere with the services required
          under this agreement. However, Employee shall not directly or
          indirectly acquire, hold, or retain any interest in any business
          competing with or similar in nature to the business of Employer.

2.4  COMPETITIVE ACTIVITIES.

     (a)  During the term of this contract Employee 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 Employer.

     (b)  Employee agrees that during the term of this contract and for a period
          of one (1) year after termination of this agreement, Employee shall
          not directly or indirectly solicit, hire, recruit, or encourage any
          other employee of Employer to leave Employer.

2.5  UNIQUENESS OF EMPLOYEE'S SERVICES. Employee represents and agrees that the
     services to be performed under the terms of this contract are of a special,
     unique, unusual, extraordinary, and intellectual character that gives them
     a peculiar value, the loss of which cannot be reasonably or adequately
     compensated in damages in an action at law. Employee therefore expressly
     agrees that Employer, in addition to any other rights or remedies that
     Employer may possess, shall be entitled to injunctive and other equitable
     relief to prevent or remedy a breach of this contract by Employee.

2.6  INDEMNIFICATION FOR NEGLIGENCE OR MISCONDUCT. Employee shall indemnify and
     hold Employer harmless from all liability for loss, damage, or injury to
     persons or property resulting from the negligence or misconduct of
     Employee.


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2.7  TRADE SECRETS.

     (a)  The parties acknowledge and agree that during the term of this
          agreement and in the course of the discharge of his duties hereunder,
          Employee shall have access to and become acquainted with financial,
          personnel, sales, scientific, technical and other information
          regarding formulas, patterns, compilations, programs, devices,
          methods, techniques, operations, plans and processes that are owned by
          Employer, actually or potentially used in the operation of Employer's
          business, or obtained from third parties under an agreement of
          confidentiality, and that such information constitutes Employer's
          "trade secrets."

     (b)  Employee specifically agrees that he shall not misuse, misappropriate,
          or disclose in writing, orally or by electronic means, any 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 employment.

     (c)  Employee acknowledges and agrees that the sale or unauthorized use or
          disclosure in writing, orally or by electronic means, of any of
          Employer's trade secrets obtained by Employee during the course of his
          employment under this agreement, including information concerning
          Employer's actual or potential 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. Employee promises and agrees not to
          engage in any unfair competition with Employer, either during the term
          of this agreement or at any other time thereafter.

     (d)  Employee further agrees that all files, records, document, drawings,
          specifications, equipment, software, and similar items whether
          maintained in hard copy or on line relating to Employer's business,
          whether prepared by Employee or others, are and shall remain
          exclusively the property of Employer and that they shall not be
          removed from the premises or, if kept on-line, from the computer
          systems of Employer without the prior written permission of the Board
          of Directors.



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                             ARTICLE 3. TERM

     The term ("Term") of this Agreement shall commence as of the date hereof
and shall continue until August 31, 2000 and thereafter shall automatically
renew for consecutive six month term unless (i) terminated by written notice
given by either party to the other at least thirty (30) days prior to the end of
the initial term or any subsequent one year term or (ii) terminated sooner
pursuant to Section 6 of this Agreement. If the Term is extended pursuant to
this Section 3, during such period of extension Employer shall pay Employee all
compensation to which Employee is entitled under this Agreement.

                             ARTICLE 4. COMPENSATION

     During the Term as full compensation for all services to be performed by
Employee pursuant to this Agreement, Employer agrees to pay Employee the base
salary and bonuses set forth in this Section 4, in addition to such other
benefits and compensation as are provided elsewhere in this Agreement.

4.1  BASE SALARY. Employee shall be entitled to an annual base salary of One
     Hundred Forty-Four Thousand Dollars ($144,000.00). The base salary shall be
     paid to Employee twice a month during the Term.

4.2  COMMITMENT PAYMENTS. As further consideration for the commitment and
     obligations of Employee hereunder, Employer shall issue to Employee, One
     Hundred Thousand (100,000) shares of Employer's stock at the end of every
     six (6) month period of employment, with the first issuance of shares made
     on or before August 31, 2000 and every six (6) months thereafter during
     the term of this Agreement. In addition, Employee will receive a stock
     option for the purchase of Two Hundred Fifty Thousand (250,000) shares of
     Employer's stock at the option price of $.75 per share, exercisable on the
     anniversary date of each year of employment, commencing the first year of
     employment and ending upon termination of this Agreement or August 31, 2000
     whichever sooner occurs. Notice of the exercise of any option rights
     hereunder must be given no earlier than thirty (30) days prior to the
     anniversary date and no later than seven (7) days after such anniversary
     date. It is understood, however, that all said shares are to be deemed
     "restricted shares" and are received for Employee's own account and not
     with a view to or for sale in connection with any distribution of said
     shares. All such rights under this Agreement shall be deemed personal and
     not subject to transfer or assignment by Employee. To the extent that any
     such rights become the subject of a


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     stock option plan of the Employer, Employee shall be subject to all terms
     and conditions thereof. Notwithstanding the foregoing, to the extent not
     previously exercisable, the stock option shall become exercisable in its
     entirety in the event that (i) there occurs a Change in Control of Employer
     (as defined herein), (ii) Employer concludes the sale of substantially all
     of its assets other than in a transaction which is intended primarily to
     effect a corporate reorganization without material change in beneficial
     ownership of the material business of Employer, or (iii) Employee is
     terminated by Employer other than for Cause (as hereinafter defined).
     Employee understands that the shares of common stock acquired hereunder
     will not be registered under federal and state securities laws and may not
     be transferred without registration thereunder or pursuant to an exemption
     therefrom and will bear or legend to that effect.

4.3  BONUS. Nothing herein contained shall preclude the Board of Directors of
     Employer from authorizing the payment to Employee of a bonus, whether in
     cash or capital stock, based upon Employee's performance or other
     reasonable criteria. The payment of such additional compensation shall not
     operate as an amendment obligating Employer to make any similar payment or
     to pay additional compensation at any future time or for any future period
     or be deemed to affect the base salary in any manner.

4.4  ADDITIONAL BENEFITS.

     (a) MEDICAL INSURANCE. Employer shall provide Employee during the Term with
group accident, medical, dental and hospital insurance coverage, provided
however, that such insurance shall only be provided when determined by the Board
of Directors to be within the financial resources of the Company.

     (b) BENEFITS GENERALLY OFFERED. In addition to any other compensation or
benefits to be received by Employee pursuant to the terms of this Agreement,
Employee shall be entitled to participate, to the extent allowable in accordance
with his status, in all employee benefits offered from time to time by Employer
to its senior officers; including, but not limited to, stock option plans, group
life, disability and any other insurance and profit sharing plans.


                             ARTICLE 5. VACATION

     Employee shall be entitled to two (2) weeks paid vacation for each year
worked during the Term.


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                             ARTICLE 6. TERMINATION

6.1  TERMINATION FOR CAUSE

     (a)  Employer reserves the right to terminate this agreement if Employee
          willfully breaches or habitually neglects the duties which he is
          required to perform under the terms of this agreement, or commits acts
          of dishonesty, fraud, misrepresentation, or other acts of moral
          turpitude, that would prevent the effective performance of his duties.

     (b)  Employer may at its option terminate this agreement for the reasons
          stated in this Section by giving written notice of termination to
          Employee without prejudice to any other remedy to which Employer may
          be entitled either at law, in equity, or under this agreement.

     (c)  The notice of termination required by this section shall specify the
          ground for the termination and shall be supported by a statement of
          relevant facts.

     (d)  Termination under this section shall be considered "for cause" for the
          purpose of this agreement.

6.2  TERMINATION WITHOUT CAUSE

     (a)  This agreement shall be terminated upon the death of Employee.

     (b)  Employer reserves the right to terminate this agreement if Employee
          suffers any physical or mental disability that would prevent the
          performance of his essential job duties under this agreement, unless
          reasonable accommodation can be made to allow Employee to continue
          working. Such a termination shall be effected by giving fifteen (15)
          days written notice of termination to Employee.

     (c)  Termination under this section shall not be considered "for cause" for
          the purposes of this agreement.


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6.3  EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION.

     (a)  This agreement shall be terminated by any voluntary or involuntary
          dissolution of Employer resulting from either a merger or
          consolidation in which Employer is not the consolidated or surviving
          corporation, or a transfer of all or substantially all of the assets
          of Employer.

     (b)  Termination under this section shall not be considered "for cause" for
          the purposes of this agreement.

                        ARTICLE 7. PAYMENTS UPON TERMINATION OF
                                   EMPLOYMENT

     PAYMENTS. In the event of the termination of Employee's employment under
this Agreement by Employer, other than termination for "Cause," or if Employee
voluntarily terminates his employment within 90 days prior to or 180 days after
a Change of Control (the "Change of Control Period"), Employee shall have no
duty to mitigate and Employer shall upon such termination pay to Employee (i)
three months base salary and (ii) continue payment of health benefits for a
period of three months (together, the "Severance Benefits"), provided, however,
if Employer terminates Employee's employment during the Change of Control
Period, then Employer shall pay Employee Severance Benefits for a period of one
year.

                        ARTICLE 8. EMPLOYEE'S REPRESENTATIONS AND
                                   WARRANTIES

         Employee hereby warrants and represents to Employer and Employer as
follows, each of which representation and warranty is material and is being
relied upon by Employer and Employer and each of which is true at and as of the
date hereof:


8.1  EMPLOYEE'S KNOWLEDGE. that Employee has a pre-existing business or personal
     relationship with Employer, that he is aware of the business affairs and
     financial condition of Employer. Employee acknowledges that Employer has
     made available to Employee the opportunity to ask questions and receive
     answers from Employer and that Employee could be reasonably assumed to have
     the capacity to protect his own interests in connection with entering into
     this agreement.


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8.2  NO INCONSISTENT OBLIGATIONS. Employee is under no contractual or other
     restriction or obligation, compliance with which is inconsistent with the
     execution of this Agreement, the performance of Employee's obligations
     hereunder or the other rights of Employer hereunder; and

8.3  NO INFIRMITY. Employee is under no physical or mental disability that would
     hinder the performance of Employee's obligations under this Agreement.

                             ARTICLE 9. PERSONAL NATURE

     This Agreement is personal, being entered into upon the singular skill,
qualifications and experience of Employee. Employee shall not assign this
Agreement or any rights, benefits, duties or obligations hereunder without the
express written consent of Employer. Employee hereby grants to Employer the
right to use Employee's name, likeness and/or biography in connection with the
services performed by Employee hereunder and in connection with the advertising
or exploitation of any project with respect to which Employee performs services
hereunder.

                             ARTICLE 10. NOTICES

     Any and all notices or other communications required or permitted by this
Agreement or by law shall be deemed duly served and given when actually received
by personal delivery or by certified mail, return receipt requested, with first
class postage prepaid thereon, to the party to whom such notice or communication
is directed, addressed as follows:

                  EMPLOYER:                 NURESCELL INC.
                                            1400 Bristol Street North, Suite 240
                                            Newport Beach, CA  92660

                  EMPLOYEE:                 WILLIAM WILSON
                                            10101 Wilshire Boulevard
                                            Los Angeles, CA  90024


     Each of the parties hereto may change its address for purposes of this
Section 11 by giving written notice of such change in the manner provided for in
this Section 11.





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                             ARTICLE 11. GOOD FAITH

     All approvals and consents required to be given by any party to this
Agreement shall be given or withheld in good faith and may not be unreasonably
withheld. Each party hereto shall use due diligence in its attempt to accomplish
any act required to be accomplished by that party.

                             ARTICLE 12. ATTORNEY'S FEES AND EXPENSES

     In the event that it should become necessary for any party to this
Agreement to bring an action, including any agreed upon arbitration, either at
law or in equity, to enforce or interpret the terms of this Agreement, the
prevailing party in such action shall be entitled to recover its reasonable
attorneys' fees and expenses as a part of any judgment therein, in addition to
any other award which may be granted.

                             ARTICLE 13. APPLICABLE LAW/VENUE

     This Agreement is executed and intended to be performed in the State of
California and the laws of such state shall govern its interpretation and
effect. If suit is instituted by any party hereto by any other party hereto for
any cause or matter arising from or in connection with the respective rights or
obligations of the parties hereunder, the sole jurisdiction and venue for such
action shall be the Superior Court of the State of California in and for Orange
County.

                             ARTICLE 14. INTEGRATED AGREEMENT

     This Agreement constitutes the entire agreement of the parties with respect
to the subject matter of this Agreement.

                             ARTICLE 15. SEVERABILITY

     Any provision in this Agreement which is, by competent judicial authority,
declared illegal, invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without invalidating the remaining provisions hereof or
affecting the legality, validity or enforceability of such provision in any
other jurisdiction. The parties hereto agree to negotiate in good faith to
replace any illegal, invalid or unenforceable provision of this Agreement with a
legal, valid and enforceable provision that, to the extent possible, will
preserve the economic bargain of this Agreement, or otherwise to amend this
Agreement, including the provision relating to choice of law, to achieve such
result.





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                             ARTICLE 16.  WAIVER

     No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.

16.1  PARTIAL INVALIDITY. If any provision in this agreement is held by a court
      of competent jurisdiction to be invalid, void, or unenforceable, the
      remaining provisions shall nevertheless continue in full force without
      being impaired or invalidated in any way.

16.2  LAW GOVERNING AGREEMENT. This agreement shall be governed by and construed
      in accordance with the laws of the State of California. The parties agree
      to submit to the jurisdiction and venue of the Orange County Superior
      Court.

16.3  SUMS DUE DECEASED EMPLOYEE. If Employee dies prior to the expiration of
      the term of his employment, any sums that may be due him from Employer
      under this agreement as of the date of death shall be paid to Employee's
      spouse, if any, or if employee is not married, then to his heirs.

                             ARTICLE 17.  APPROVAL OF THE BOARD OF
                                DIRECTORS

     The Board of Directors has approved the terms of this Agreement and shall
execute an appropriate resolution which shall be certified by the Secretary
thereof.





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                             ARTICLE 18. 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.

     Executed on March 1, 2000, at Newport Beach, California.


EMPLOYER                                         EMPLOYEE

NURESCELL INC., a Nevada Corporation

                                                 _______________________________
                                                 WILLIAM WILSON


By:______________________________
   Adrian Joseph, Chief Executive
                        Officer