GOLDEN HAND RESOURCES, INC.

                         COMMON STOCK PURCHASE AGREEMENT

      This common stock agreement (the "Agreement") is made as of August __,
2004 by and between Golden Hand Resources, Inc., a Washington corporation (the
"Company"), and __________________ herein referred to as the "Purchaser").

                                    RECITALS

      WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to
purchase from the Company ____ Units for $.75 per Unit. Each Unit shall consist
of

      (I)   one share of the Company's Common Stock

      (II)  a one year warrant to purchase one share of the Company's Common
            Stock exercisable at $1.50 per share; and

      (III) a three year warrant to purchase one share of the Company's Common
            Stock at $2.50 per share.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Sale and Issuance of Common Stock.

      1.1 Subject to the terms and conditions of this Agreement, the Company has
authorized the sale and issuance of up to 2,000,000 Units.

Section 2. The Closing.

      2.1 The closing of the Issuance to Purchaser (the "Closing") shall take
place simultaneously with the execution and delivery of this Agreement at the
principal office of the Company or a place to be hereafter determined and
pursuant to the Escrow Agreement as of the date hereof.

At the Closing, the Company shall deliver to Purchaser a stock certificate
representing the Common Stock duly executed by the Company. The wire transfer
shall be sent pursuant to the following instructions:

Account Name:
Account No:
ABA No:             1
Bank Name

<PAGE>

Section 3. Representations and Warranties of the Company.

      The Company hereby represents and warrants to Purchaser as follows:

      3.1 Organization.

      The Company is duly organized, validly existing and in good standing under
the laws of the State of Washington.

Section 4. Representations and Warranties of Purchaser.

      Purchaser hereby represents and warrants to the Company as follows:

      4.1 Authorization of the Documents.

      Purchaser has all requisite  power and authority  (corporate or otherwise)
to execute,  deliver and perform the Financing  Documents  and the  transactions
contemplated  thereby, and the execution,  delivery and performance by Purchaser
of this Agreement.

      4.2 Investment Representations.

      All  of the  representations,  warranties  and  information  of  Purchaser
provided in the Subscription Application are incorporated herein and made a part
hereof by this  reference  and shall be true at the Closing with the same effect
as though  made at the  Closing.  Company and the  Buyer(s)  are  executing  and
delivering  this  Agreement  in  reliance  upon  an  exemption  from  securities
registration   pursuant  to  Section  4(2)  and/or  Rule  506  of  Regulation  D
("Regulation D") as promulgated by the U.S.  Securities and Exchange  Commission
(the "SEC") under the Securities Act of 1933, as amended (the "1933 Act").

      4.3 Restricted  Stock.  Purchaser  understands and  acknowledges  that the
Shares  have  not  been,  and  when  issued  will  not be,  registered  with the
Securities  and Exchange  Commission.  Further,  the Purchaser  understands  and
acknowledges that the certificates  representing the Shares, when issued,  shall
bear a restrictive legend.

      4.6   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
            Shares. 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 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 Shares and Warrants.


<PAGE>

            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.

            4.7   The undersigned  understands and agrees that the  certificates
                  for the Shares shall bear the following  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."

Section 5. Indemnification.

      Purchaser  hereby agrees to indemnify and defend (with counsel  acceptable
to the Company) the Company and its officers, directors,  employees, counsel and
agents and hold them  harmless  from and  against any and all  liability,  loss,
damage,  cost or  expense,  including  costs  and  reasonable  attorneys'  fees,
incurred on account of or arising from:

      (i) Any breach of or inaccuracy in Purchaser's representations, warranties
or agreements herein or in the Subscription Application; and

      (ii)  Any  action,  suit  or  proceeding  based  on a  claim  that  any of
Purchaser's  representations and warranties in the Subscription Application were
inaccurate or misleading,  or otherwise  cause for obtaining  damages or redress
from the  Company or any  officer,  director,  employee  or agent of the Company
under the Securities Act.

<PAGE>

Section 6 MISCELLANEOUS

Entire Agreement.

      This Agreement and the other  writings and agreements  referred to in this
Agreement  or  delivered   pursuant  to  this   Agreement   contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  among the  parties  with
respect thereto.

Preparation of Agreement.

      Each  party to this  Agreement  acknowledges  that:  (i) the party had the
advice of, or  sufficient  opportunity  to obtain the advice of,  legal  counsel
separate and  independent of legal counsel for any other party hereto;  (ii) the
terms of the transactions contemplated by this Agreement are fair and reasonable
to  such  party;  and  (iii)  such  party  has  voluntarily   entered  into  the
transactions  contemplated  by this Agreement  without duress or coercion.  Each
party agrees that no conflict,  omission or ambiguity in this Agreement,  or the
interpretation  thereof,  shall be  presumed,  implied  or  otherwise  construed
against  any other  party to this  Agreement  on the basis  that such  party was
responsible for drafting this Agreement.

Governing  Law

      All questions concerning the construction,  interpretation and validity of
this  Agreement  shall be governed by and  construed  and enforced in accordance
with the domestic laws of Washington.

Counterparts.

      This  Agreement  may be executed in any number of  counterparts,  and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.

<PAGE>

                   Golden Hand Resources, Inc. - Confidential


IN WITNESS WHEREOF, each of the undersigned has duly executed this Common Stock
Purchase Agreement as of the date first written above.

PURCHASER:

-------------------------------

-------------------------------

Name of Purchaser (Print)

Purchaser Address:  ______________

                    ______________


Investment amount   $_____________


Shares Purchased    ______________


AGREED AND ACCEPTED:

                  COMPANY:

                  GOLDEN HAND RESOURCES, INC.


                         By:
                                -------------------------
                               Name:
                               Title: