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               GOLDEN HAND RESOURCES, INC. SUBSCRIPTION AGREEMENT

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1. This Agreement shall be read in connection with the Stock Purchase  Agreement
between the  Purchaser  (as named above) and Golden Hand  Resources,  Inc.  (the
"Company")

2. The Purchaser personally represents and warrants that:

2.1 (a) The undersigned is acquiring the Units for its own account as principal,
not as a nominee or agent, for investment purposes only, and not with a view to,
or for, resale,  distribution or  fractionalization  thereof in whole or in part
and no other person has a direct or indirect beneficial interest in the Units or
any  portion  thereof.  Further,  the  undersigned  does not have any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person,  with respect to the Units
for which the undersigned is subscribing or any part of the Units.

(b) The  undersigned  has full power and authority to enter into this Agreement,
the  execution  and  delivery of this  Agreement  has been duly  authorized,  if
applicable,   and  this  Agreement  constitutes  a  valid  and  legally  binding
obligation of the undersigned.  The execution and delivery of this Agreement and
the  consummation  of the  Units  and  the  transactions  contemplated  by  this
Agreement  do not and will  not  conflict  with or  result  in a  breach  by the
undersigned or any of the terms or provisions of, or constitute a default under,
the articles of incorporation or by-laws (or similar constitutive  documents) of
the undersigned or any indenture, mortgage, deed, contract, arrangement or other
agreement or instrument to which the  undersigned  is a party or by which any of
its  properties  or assets are bound,  or any existing  applicable  law, rule or
regulation of the United States or any state thereof or any  applicable  decree,
judgment or order of any court, regulatory body,  administrative agency or other
body having jurisdiction over the undersigned or its assets or properties.

(c) The  undersigned is purchasing the Units for its own account and is the sole
legal and beneficial  owner of the Units,  and has not  pre-arranged any sale of
the Units.

(d)  The  undersigned  is not  subscribing  for  the  Units  as a  result  of or
subsequent  to  any  advertisement,   article,  notice  or  other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio, or presented at any seminar or meeting, or any solicitation
of a  subscription  by  persons  previously  not  known  to the  undersigned  in
connection with investment securities generally.

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(e) The undersigned understands that, except as set forth herein, the Company is
under no obligation to register the Units under the  Securities  Act of 1933, as
amended (the "Act"),  or to assist the  undersigned in complying with the Act or
the  securities  laws  of any  state  of the  United  States  or of any  foreign
jurisdiction.

(f) The  undersigned is (i) an "accredited  undersigned" as that term is defined
in Rule 501 of the General Rules and Regulations under the Act by reason of Rule
501(a)(3),  (ii) experienced in making investments of the kind described in this
Agreement and the related  documents,  (iii) able, by reason of the business and
financial  experience of its officers (if an entity) and  professional  advisors
(who are not affiliated  with or compensated in any way by the Company or any of
its  affiliates or selling  agents),  to protect its own interests in connection
with the transactions  described in this Agreement,  and (iv) able to afford the
entire loss of its investment in the Units.

(g) The undersigned acknowledges its understanding that the offering and sale of
the Units, is intended to be exempt from registration under the Act by virtue of
Section  4(2) of the Act and/or  the  provisions  of  Regulation  D  promulgated
thereunder  ("Regulation D"). In furtherance  thereof,  in addition to the other
representations  and warranties of the undersigned made herein,  the undersigned
further represents and warrants to and agrees with the Company as follows:

      (i) The  undersigned  realizes that the basis for the exemption may not be
present if,  notwithstanding such  representations,  the undersigned has in mind
merely acquiring the Units for a fixed or determinable  period in the future, or
for a market rise, or for sale if the market does not rise. The undersigned does
not have any such intention;

      (ii) The undersigned  has the financial  ability to bear the economic risk
of its  investment,  has adequate  means for providing for its current needs and
personal  contingencies  and has no  need  for  liquidity  with  respect  to its
investment in the Company;

      (iii) The  undersigned  has such knowledge and experience in financial and
business  matters  as to be capable  of  evaluating  the merits and risks of the
prospective  investment in the Units. The undersigned also represents it has not
been organized for the purpose of acquiring the Units; and

      (iv) Has been  provided an  opportunity  for a  reasonable  period of time
prior to the  date  hereof  to  obtain  additional  information  concerning  the
offering  of the  Units  and  the  Company  and  any  other  information  it has
requested.

(h) The  undersigned is not relying on the Company,  or its affiliates or agents
with  respect  to  economic  considerations  involved  in this  investment.  The
undersigned has relied solely on its own advisors.  Furthermore, the undersigned
understands  that  no  United  States  federal  or  state  agency  or any  other
government or governmental  agency has passed upon or made any recommendation or
endorsement of the Units.

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(i) The undersigned  understands and agrees that the certificates for the shares
underlying  the Units shall bear the following or similar  legend until (i) such
securities  shall  have  been  registered  under  the Act and  effectively  been
disposed of in accordance  with a registration  statement that has been declared
effective; or (ii) in the opinion of counsel for the Company such securities may
be sold without  registration under the Securities Act as well as any applicable
"Blue Sky" or state securities laws:

"THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND  MAY  NOT  BE  OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (i)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES,  OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING
OBTAINED THE WRITTEN  OPINION OF COUNSEL TO THE  CORPORATION,  OR OTHER  COUNSEL
REASONABLY  ACCEPTABLE  TO THE  CORPORATION,  THAT THE PROPOSED  DISPOSITION  IS
CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW."

(j) The undersigned understands that an investment in the Units is a speculative
investment  which  involves a high degree of risk and the potential  loss of its
entire investment.

(k) The undersigned  understands that the Units are being offered and sold to it
in reliance upon  specific  exemptions  from the  registration  requirements  of
United States federal and state  securities laws and that the Company is relying
upon the truth and  accuracy  of, and the  undersigned's  compliance  with,  the
representations,  warranties, agreements,  acknowledgments and understandings of
the undersigned set forth herein in order to determine the  availability of such
exemptions  and the  eligibility of the  undersigned  to acquire the Units.  The
undersigned further acknowledges that each of the representations and warranties
made by the undersigned in this Agreement  shall be true,  complete and accurate
so long as the  undersigned is the legal or beneficial  holder of the Units.  If
any of the foregoing  representations  and  warranties  are not true at any time
that the  undersigned  holds any Units,  the  undersigned  agrees to immediately
notify the Company of the facts rendering the representation untrue.

1.  "ACCREDITED   INVESTOR"  STATUS.  Unless  indicated  otherwise  herein,  the
Purchaser  represents  and  confirms  that  Purchaser  falls  within  one of the
following  definitions of Accredited  Investor:  (i)The undersigned is a natural
person  whose  individual  net worth,  or joint net worth with  spouse,  exceeds
$1,000,000 at the time of purchase of the Units. Securities. (ii)The undersigned
is a natural  person who had an individual  income in excess of $200,000 in each
of the last two years or joint  income with spouse in excess of $300,000 in each
of those  years and  reasonably  expects to reach the same  income  level in the
current year.  (iii)The  undersigned is either a director,  executive officer or
general  partner of the  Company,  or a director,  executive  officer or general
partner of a general  partner of the Company.  If an  Accredited  Investor,  the
undersigned  further  certifies that: (i) the undersigned (or the  undersigned's
professional advisor(s)) has the capacity to protect the undersigned's interests

<PAGE>

in this  investment;  (ii) the undersigned is able to bear the economic risks of
this  investment;  and (iii) the amount of the investment does not exceed 10% of
the  undersigned's  net  worth  or  joint  net  worth  with  spouse.   Purchaser
understands  that the Company is relying in such  representation  in the sale of
the aforementioned Units and Warrants.

If not an ACCREDITED INVESTOR please indicate herein   YES [  ]    NO  [  ]
Each  purchaser  who is not an  accredited  investor  either  alone  or with his
purchaser  representative(s) is a sophisticated  investor and has such knowledge
and  experience  in  financial  and  business  matters  that  he is  capable  of
evaluating  the merits and risks of the  prospective  investment,  or the issuer
reasonably  believes  immediately  prior to making any sale that such  purchaser
comes within this description.

      4. ACCURACY OF  INFORMATION  GIVEN.  The  undersigned  certifies  that the
undersigned  has  given  the  information  contained  herein  to the best of the
undersigned's  knowledge  and answers  thereto are  complete and  accurate.  The
undersigned  agrees that the  foregoing  representations  and  warranties  shall
survive the purchase of the Units as well as this Agreement.

      5.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be an original which together shall constitute
but one Agreement.

      6.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.


                         SEE SIGNATURE PAGE - NEXT PAGE

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                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


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Name of Subscriber

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Street

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City, State, Zip Code

Units subscribed for ________________

 Investment amount $_________________

AGREED AND ACCEPTED:

PURCHASER:

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Name:
Title:


ACCEPTED:
GOLDEN HAND RESOURCES, INC.

By______________________________________________

Date: