X0202 4 2007-10-12 0001069249 House of Taylor Jewelry, Inc. HOTJ 0001327126 Sandbox Jewelry, LLC 10900 WILSHIRE BLVD, SUITE 1550 LOS ANGELES CA 90024 0 0 1 0 Senior Secured Convertible Notes 4.00 2007-10-12 4 J 0 125000.00 150000.00 D 2006-05-12 2009-05-12 Common Stock 31250 0 D Series A Warrant - Right to Buy Common Stock .95 2007-10-12 4 J 0 123358 0 A 2006-11-12 2011-05-11 Common Stock 123358 123358 D Effective October 12, 2007, House of Taylor Jewelry, Inc. (the "Issuer") completed its sale of shares of its common stock and warrants to institutional and other accredited investors (the "Sale"). Concurrently with the completion of the Sale, the Issuer paid off its outstanding senior convertible notes initially issued in May 2006. The market price of the Issuer's common stock on the date of the pay off was $0.85. This Series A Warrant was previously reported by the Reporting Person on a Form 4 filed on May 16, 2006, as a Series A Warrant entitling the Reporting Person to purchase 23,348 shares of common stock for $5.00 per share. Due to an anti-dilution provision therein which was triggered by the Sale, the Series A Warrant was adjusted and became exercisable for 123,358 shares of common stock at an exercise price of $0.95 per share. The exercise price of this Series A Warrant is subject to adjustment for certain dilutive issuances of common stock or securities exercisable or convertible into common stock. /s/ Erik Sterling By: Kathy Ireland WorldWide, Inc. Its: Manager By: Erik Sterling Title: President 2007-10-16