House of Taylor Jewelry, Inc. Sample Contracts

House of Taylor Jewelry, Inc. – HOUSE OF TAYLOR JEWELRY, INC. 9200 Sunset Boulevard, Suite 425 West Hollywood, California 90069 (June 25th, 2008)

New Stream Secured Capital, L.P., a Delaware limited partnership (“Lender”) and House of Taylor Jewelry, Inc., a Nevada corporation (the “Debtor”) entered into financing arrangements pursuant to which, among other things, Lender has extended loans and advances and provided other financial accommodations to the Debtor as set forth in the Loan and Security Agreement, dated as of October 12, 2007, by and among the Debtor, Tech Line Jewelry, Inc., a California corporation (“Tech Line”), Global Jewelry Concepts, Inc., a California corporation (“Global”, and together with Tech Line, “Guarantors”) and Lender (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this letter agreement (all of the foregoing, together with the

House of Taylor Jewelry, Inc. – HOUSE OF TAYLOR JEWELRY, INC. ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS Board Size Increased, Director Nominees Elected and 2007 Stock Compensation Plan Ratified (November 26th, 2007)

WEST HOLLYWOOD, CA – November 26, 2007 – House of Taylor Jewelry, Inc. (NASDAQ: HOTJ) today announced the results of its Annual Meeting of Stockholders held November 19, 2007.

House of Taylor Jewelry, Inc. – Contract (October 18th, 2007)

THIS WARRANT WAS ORIGINALLY ISSUED ON OCTOBER [__] , 2007, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT.

House of Taylor Jewelry, Inc. – TERM NOTE (October 18th, 2007)

FOR VALUE RECEIVED, the undersigned, HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), hereby promises to pay on the Commitment Termination Date to the order of NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”) at its offices located at 38C Grove Street, Ridgefield, Connecticut 06877, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of FIVE MILLION DOLLARS and NO cents ($5,000,000), or such lesser amount as shall be advanced by Lender from time to time, together with interest on the unpaid balance of such amount from the date of this Note. This Note is the Term Note issued under the Loan and Security Agreement between Borrower and Lender of even date herewith (said agreement, as the same may be amended, restated or supplemented from time to time, being herein called the “Agreement”) to which a reference is made for a statem

House of Taylor Jewelry, Inc. – REVOLVING CREDIT NOTE (October 18th, 2007)

For value received, the receipt and sufficiency of which are hereby acknowledged, HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”) at its offices located at 38C Grove Street, Ridgefield, Connecticut 06877, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of TWENTY-FIVE MILLION DOLLARS and NO CENTS ($25,000,000), or such greater or lesser amount as shall be advanced by Lender from time to time, together with interest on the unpaid balance of such amount from the date of the initial Revolving Credit Advance. This Note is the Revolving Credit Note issued under the Loan and Security Agreement among Borrower, the other Credit Party signatories thereto and Lender of even date herewith (said agreement, as the same may be amended, restated or

House of Taylor Jewelry, Inc. – EXCHANGE AND PAYOFF AGREEMENT (October 18th, 2007)

EXCHANGE AND PAYOFF AGREEMENT (this "Agreement"), dated as of October __, 2007, by and among House of Taylor Jewelry, Inc., a Nevada corporation, with headquarters located at 9200 Sunset Blvd., Suite 425, West Hollywood, California 90069 (the "Company"), and Castlerigg Master Investments Ltd. (the "Investor").

House of Taylor Jewelry, Inc. – LOAN AND SECURITY AGREEMENT (October 18th, 2007)

This LOAN AND SECURITY AGREEMENT is dated as of October 11, 2007 and agreed to by and between HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), any other Credit Party executing this Agreement, and NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”).

House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Corporate and Investor Relations (August 29th, 2007)
House of Taylor Jewelry, Inc. – PURCHASE AGREEMENT (August 20th, 2007)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of August, 2007 by and among House of Taylor Jewelry, Inc., a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

House of Taylor Jewelry, Inc. – REGISTRATION RIGHTS AGREEMENT (August 20th, 2007)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of ____________, 2007 by and among House of Taylor Jewelry, a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

House of Taylor Jewelry, Inc. – Contract (August 20th, 2007)

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Corporate and Investor Relations (August 14th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Corporate and Investor Relations (July 25th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Investor Relations Corporate/Financial Communications (April 26th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Investor Relations Corporate/Financial Communications (April 18th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. (April 16th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Investor Relations Corporate/Financial Communications (March 15th, 2007)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Investor Relations Corporate/Financial Communications (August 23rd, 2006)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Corporate and Investor Relations (June 13th, 2006)
House of Taylor Jewelry, Inc. – Angie Yang/Evan Pondel PondelWilkinson, Inc. Corporate and Investor Relations (May 24th, 2006)
House of Taylor Jewelry, Inc. – SECURITIES PURCHASE AGREEMENT (May 16th, 2006)

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 5, 2006, by and among House of Taylor Jewelry, Inc., a Nevada corporation, with headquarters located at 9200 Sunset Blvd., Suite 425, West Hollywood, California 90069 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

House of Taylor Jewelry, Inc. – GUARANTY (May 9th, 2006)

GUARANTY, dated as of May __, 2006 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors "), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

House of Taylor Jewelry, Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (May 9th, 2006)

FOR VALUE RECEIVED, House of Taylor Jewelry, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of [CASTLERIGG MASTER INVESTMENTS LTD.][OTHER BUYERS] or registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), any Installment Date, or the Maturity Date, acceleration, conversion, redemption or otherw

House of Taylor Jewelry, Inc. – SECURITIES PURCHASE AGREEMENT (May 9th, 2006)

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 5, 2006, by and among House of Taylor Jewelry, Inc., a Nevada corporation, with headquarters located at 9200 Sunset Blvd., Suite 425, West Hollywood, California 90069 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

House of Taylor Jewelry, Inc. – REGISTRATION RIGHTS AGREEMENT (May 9th, 2006)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May __, 2006, by and among House of Taylor Jewelry, Inc., a Nevada corporation, with headquarters located at 9200 Sunset Boulevard, Suite 425, West Hollywood, CA 90069, (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

House of Taylor Jewelry, Inc. – PLEDGE AGREEMENT (May 9th, 2006)

PLEDGE AGREEMENT (this “Agreement”), dated as of May __, 2006, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement") (together with its successors, transferees and assigns, the “Investor”).

House of Taylor Jewelry, Inc. – VOTING AGREEMENT (May 9th, 2006)

VOTING AGREEMENT, dated as of April __, 2006 (this “Agreement”), by and among House of Taylor Jewelry, Inc., a Nevada corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).

House of Taylor Jewelry, Inc. – SECURITY AGREEMENT (May 9th, 2006)

SECURITY AGREEMENT, dated as of May __, 2006 (this "Agreement") made by House of Taylor Jewelry, Inc., a Nevada corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of Castlerigg Master Investments Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

House of Taylor Jewelry, Inc. – WARRANT TO PURCHASE COMMON STOCK (May 9th, 2006)

House of Taylor Jewelry, Inc., a Nevada corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [CASTLERIGG MASTER INVESTMENTS LTD.] [OTHER BUYERS], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after November [__], 2006, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section

House of Taylor Jewelry, Inc. – TO REGISTRATION RIGHTS AGREEMENT (February 14th, 2006)

This Amendment to Registration Rights Agreement (the “Amended Agreement”) is made and entered into as of this 13th day of February 2006 by and among House of Taylor Jewelry, Inc., a Nevada corporation (the “Company”), and the undersigned who is one of the “Investors” named in that certain Purchase Agreement dated as of August 12, 2005 by and among the Company and the Investors (the “Purchase Agreement”). This Amended Agreement amends that certain Registration Rights Agreement (“RRA”) dated as of 12th day of August 2005 between the undersigned (“Investor”) and the Company.

House of Taylor Jewelry, Inc. – LICENSE AGREEMENT (September 23rd, 2005)

THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this May __ 2005 among Interplanet Productions, Ltd. c/o Sterling/Winters Company, 10900 Wilshire Boulevard, 15th Floor, Los Angeles (“Licensor”), and House of Taylor Jewelry, Inc., a California corporation, 9200 Sunset Boulevard, Suite 425, West Hollywood, California 90069 (“Licensee” or “Company”):

House of Taylor Jewelry, Inc. – LOCK-UP/LEAK-OUT AGREEMENT (Affiliate) (September 23rd, 2005)

THIS AGREEMENT (the “Agreement”) is made this ____ day of May, 2005, by and among House of Taylor Jewelry, Inc., Inc. (“HOTJ”) and the undersigned stockholders of HOTJ (the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Acquisition Agreement (as defined below).

House of Taylor Jewelry, Inc. – LICENSE AGREEMENT (September 23rd, 2005)

THIS LONG FORM LICENSE AGREEMENT (“Agreement”) is made and entered into as of this ________________, 2005 between Sandbox Jewelry LLC, a California limited liability company, c/o Sterling/Winters Company, 10900 Wilshire Boulevard, 15th Floor, Los Angeles, California 90024 (“Licensor”), and House of Taylor Jewelry, Inc., a California corporation, 9200 Sunset Boulevard, Suite 425, West Hollywood, California 90069 (“Licensee”), as follows:

House of Taylor Jewelry, Inc. – House of Taylor Jewelry Completes Equity Private Placement of $6.47 Million; Company To Use Capital To Expand Sales, Marketing And Promote Brands (August 19th, 2005)

LOS ANGELES, CALIFORNIA--(BUSINESS WIRE)--Aug. 17, 2005-- House of Taylor Jewelry, Inc. (OTCBB: HJWL) today announced the closing of a private placement of its securities effective August 12, 2005. HJWL completed a private sale of 1,523,980 Units for aggregate gross proceeds of approximately $6,476,915 (the "Placement").

House of Taylor Jewelry, Inc. – REGISTRATION RIGHTS AGREEMENT (August 17th, 2005)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of August, 2005 by and among House of Taylor Jewelry, Inc., a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).