Exhibit 10.2

                               AMENDMENT AGREEMENT

THIS  AMENDMENT  AGREEMENT,  effective  as of the 31st day of  March,  2006,  is
entered into by and between  Brainstorm Cell Therapeutics  Inc.(formerly  Golden
Hand  Resources,  Inc.),  a  company  formed  under  the  laws of the  State  of
Washington,  having a place of business at 1350 Avenue of the Americas New York,
NY 10019 ("Company"),  Ramot at Tel Aviv University Ltd., a company formed under
the laws of  Israel,  having  a place of  business  at Tel  Aviv  University  in
Ramat-Aviv,  Tel Aviv 61392,  Israel ("Ramot"),  and the additional  persons set
forth in Annex A (the  "Scientists",  and  together  with  Ramot,  the  "Warrant
Holders").

WHEREAS,  The Company and Ramot  entered into a Research  and License  Agreement
dated July 12, 2004 (the "Original  Agreement"),  which was subsequently amended
and  replaced  by a Research  and  License  Agreement  dated March 27, 2006 (the
"Amended Research and License Agreement"); and

WHEREAS, In accordance with its obligations under (i) the Original Agreement and
the Amended Research and License Agreement,  and (ii) various agreements between
the Company and certain of the  scientists,  the Company issued to Ramot and the
Scientists  warrants  to  purchase  an  aggregate  of  12,800,845  shares of the
Company's  common stock at a purchase price of $.01 per share,  (the "Warrants")
and undertook to register the shares  underlying  such Warrants by no later than
twenty-one months following the date of execution of the Original Agreement; and

WHEREAS,  The Company and the Warrant Holders entered into a Registration Rights
Agreement  dated July 18, 2004,  setting  forth the  registration  rights of the
Warrant Holders with respect to the Warrants, including the Company's obligation
to register  the shares  underlying  the  Warrants  by no later than  twenty-one
months  following  the  date  of  execution  of  the  Original   Agreement  (the
"Registration Rights Agreement"); and

WHEREAS,  The Company has  requested,  and the Warrant  Holders have agreed,  to
postpone the date by which the shares underlying the Warrants must be registered
to no later than  December 31,  2006,  subject to the terms and  conditions  set
forth herein; and

WHEREAS,  The Company and the Warrant Holders wish to amend the Amended Research
and License  Agreement,  the Warrants and the  Registration  Rights Agreement to
give effect to the  agreement  that has been  reached  between  them  concerning
deferral  of the  date by  which  the  shares  underlyng  the  Warrants  must be
registered and the conditions for such deferral;

NOW, THEREFORE, the parties agree as follows:

1. Amendment of the Warrants.

1.1      Effective  as of the date hereof,  the Company and the Warrant  Holders
         agree  to  amend  and  replace  section  9 of the  Warrants,  with  the
         following:

         "9.  Registration  Rights. The Company agrees to register the shares of
         Common Stock  underlying  this Warrant  (whether by demand,  piggy back
         registration  or  otherwise)  by no later than  December 31, 2006,  and
         agrees  to  maintain  the  effectiveness  of a  registration  statement
         covering  such shares until the earlier of (i) the time at which all of
         the shares underlying the warrant then held by the Holder could be sold
         in any 90 day period  pursuant to Rule 144 under the  Securities Act or
         (ii) the  expiration  date of the warrant.  These  registration  rights
         shall be set forth fully in a separate registration rights agreement to
         be entered into between the Company and the Holder. "




1.2.     Within 30 days of the  execution of this  Amendment,  the Company shall
         issue  the  Warrant  Holders  with  replacement  Warrants  in the  form
         attached  hereto as Annex B. Except for the  foregoing  amendment,  the
         terms of the  Warrants  shall  remain  unchanged  and in full force and
         effect.

1.3.     Effective as of the date  hereof,  the Company and Ramot agree to amend
         and replace Exhibit 7.2 of the Amended  Research and License  Agreement
         with the form of Warrant attached as Annex B.

2.       Amendment of the Registration  Rights Agreement.  Simultaneous with the
         execution of this Amendment,  the Parties shall execute the Amended and
         Restated  Registration Rights Agreement attached hereto as Annex C. The
         Company  acknowledges  that the Warrant Holders have agreed to postpone
         the date by which the shares underlying the Warrants must be registered
         in  consideration  for,  and in reliance  upon,  the amended  terms and
         conditions  set forth in the Amended and Restated  Registration  Rights
         Agreement.


[Remainder of page intentionally left blank. Signature page follows.]







         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized  representatives  as of the date first written
above.


Ramot at Tel Aviv University Ltd.         Brainstorm Cell Therapeutics Inc.
By: /s/ Hagit Messer-Yaron                By: /s/ Yoram Drucker
    -------------------------------           -----------------------------
Name: Professor Hagit Messer-Yaron        Name: Yoram Drucker
Title: Chairperson                        Title: Chief Operating Officer
                                                 (Principal Executive Officer)

By: /s/ Yehuda Niv
    -------------------------------
Name: Yehuda Niv
Title: CEO




Eldad Melamed

/s/ Eldad Melamed
---------------------------


Daniel Offen

/s/ Daniel Offen
---------------------------


Yossef Levy

/s/ Yossef Levy
----------------------------


Pnina Greene

/s/ Pnina Greene
----------------------------











                                     ANNEX A


                                   SCIENTISTS


  Eldad Melamed


  Daniel Offen


  Yossef Levy


  Pnina Greene