Unassociated Document


    Exhibit
10.1

    


    STOCK
PURCHASE AND

    REORGANIZATION
AGREEMENT

     

    This Stock Purchase and Reorganization
Agreement (hereinafter the "Agreement") is made and entered into as of May 14,
2009, by and among CaseyCorp Enterprises, Inc., a Nevada corporation
(hereinafter "CaseyCorp"), ESM Refiners Inc., a New York company (“GoldCorp”)
and the stockholders of GoldCorp identified on Exhibit ‘A” hereto (collectively,
the “Stockholders”).  The Stockholders are all the stockholders of
GoldCorp.

    


    AGREEMENT

    


    In consideration of the terms hereof,
the parties hereto agree as follows:


    


    ARTICLE
I - PURCHASE AND SALE OF STOCK

    


    1.1           Transfer of Stock

    


    Subject to the terms and conditions
hereof, on the Closing Date (as defined below), the Stockholders shall sell,
convey, transfer, assign and deliver to CaseyCorp, and CaseyCorp shall purchase
from the Stockholders, all of the issued and outstanding common shares of
GoldCorp, par value $0.01 (the “GoldCorp Stock”) in exchange for the Purchase
Price set forth in Section 1.4 below.

    


    1.2           The Closing

    


    The closing of this Agreement (the
“Closing”) shall occur on May 14, 2009 (the “Closing Date”) at such time and
location as the parties hereto shall agree.

    


    1.3           Deliveries at the
Closing

    


    On the Closing Date in order to
effectuate the transfer of the GoldCorp Stock:

    


    (a) The Stockholders shall deliver to
CaseyCorp certificates representing all of the GoldCorp Stock, free and clear of
any claim, lien, pledge, option, charge, easement, security interest,
right-of-way, encumbrance, restriction on sale or transfer, preemptive right or
option or any other right of any third party of any nature whatsoever
(“Encumbrance”), duly endorsed in blank for transfer or accompanied by stock
powers duly executed in blank.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) CaseyCorp shall deliver the
consideration of the Purchase Price as set forth in Section 1.4
below.

    


    (c) GoldCorp, the Stockholders and
CaseyCorp shall each deliver all documents, certificates, agreements and
instruments required to be delivered pursuant to Articles IV and V;
and

    


    (d) All instruments and documents
executed and delivered to any party pursuant hereto shall be in a form and
substance, and shall be executed in a manner, reasonably satisfactory to the
receiving party.

    


    1.4           Purchase Price

    


    Subject to the terms and conditions of
this Agreement, the total purchase price for the GoldCorp Stock (the “Purchase
Price”) shall be 5,625,000 shares of CaseyCorp common stock, $0.0001 par value
(the “Consideration Shares”). The Consideration Shares will be allocated among
the Stockholders in proportion to their holdings of GoldCorp immediately prior
to the Closing.

    


    1.5           Assistance in Consummation of the
Purchase and Sale of  Stock

    


    The Stockholders, GoldCorp and
CaseyCorp shall provide all reasonable assistance to, and shall cooperate with,
each other to bring about the consummation of the purchase and sale of the
GoldCorp Stock and the other transactions contemplated herein as soon as
possible in accordance with the terms and conditions of this
Agreement.

    


    ARTICLE
II - REPRESENTATIONS AND WARRANTIES

    OF GOLDCORP AND THE
STOCKHOLDERS

    


    GoldCorp and the Stockholders jointly
and severally represent and warrant to CaseyCorp, as of the date of this
Agreement and as of the Closing, all as follows in this Article II:

    


    (a) Each of the Stockholders is the
sole and registered owner of that number of shares of the Stock set forth
opposite such Stockholder’s name on Exhibit A with good title thereto, free and
clear of any Encumbrance.

    


    (b) Immediately prior to
the  Closing, the outstanding capitalization of GoldCorp shall consist
of 100 shares of GoldCorp Common Stock. The GoldCorp Stockholders listed on the
attached Exhibit "A" are the sole record and beneficial owners of the issued and
outstanding common stock of GoldCorp. The shares of GoldCorp Common Stock are
free from claims, liens, or other encumbrances, and at the Closing Date said
GoldCorp Stockholder will have good title and the unqualified right to transfer
and dispose of such shares GoldCorp Common Stock.

    


    
      
         

      

      
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    (c) GoldCorp has no outstanding or
authorized capital stock, warrants, options or convertible securities except as
set forth on Exhibit “A”.

    


    (d) Intentionally Omitted.

    


    (e) Since the date of the GoldCorp
Financial Statements, there have not been any material adverse changes in the
financial position of GoldCorp except changes arising in the ordinary course of
business, which changes will in no event materially and adversely affect the
financial position of GoldCorp.

    


    (f) GoldCorp is not a party to any
material pending litigation or, to its best knowledge, any governmental
investigation or proceeding, not reflected in the GoldCorp Financial Statements,
and to its best knowledge, no material litigation, claims, assessments or any
governmental proceedings are threatened against GoldCorp.

    


    (g) GoldCorp is in good standing in its
jurisdiction of incorporation, and is in good standing and duly qualified to do
business in each jurisdiction where required to be so qualified except where the
failure to so qualify would have no material negative impact
on GoldCorp.

    


    (h) GoldCorp has (or, by the Closing
Date, will have) filed all material tax, governmental and/or related forms and
reports (or extensions thereof) due or required to be filed and has (or will
have) paid or made adequate provisions for all taxes or assessments which have
become due as of the Closing Date.

    


    (i) GoldCorp has not materially
breached any material agreement to which it is a party. GoldCorp has previously
given CaseyCorp copies or access thereto of all material contracts, commitments
and/or agreements to which GoldCorp is a party including all relationships or
dealings with related parties or affiliates.

    


    (j) GoldCorp has no
subsidiaries.

    


    (k) GoldCorp has made all material
corporate financial records, minute books, and other corporate documents and
records available for review to present management of CaseyCorp prior to the
Closing Date, during reasonable business hours and on reasonable
notice.

    


    (l) The execution of this Agreement
does not materially violate or breach any material agreement or contract to
which GoldCorp is a party and has been duly authorized by all appropriate and
necessary corporate action under other applicable law and GoldCorp, to the
extent required, has obtained all necessary approvals or consents required by
any agreement to which GoldCorp is a party.

    


    (m) Intentionally Omitted.

    


    
      
         

      

      
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    (n) All
disclosure information provided by GoldCorp which is to be set forth in
disclosure documents of CaseyCorp or otherwise delivered to CaseyCorp by
GoldCorp for use in connection with the transaction described herein is true,
complete and accurate in all material respects.

    


    ARTICLE
III - REPRESENTATIONS AND WARRANTIES

    OF
CASEYCORP.

    


    Except as is otherwise described in the
applicable Schedules, CaseyCorp represents and warrants to CaseyCorp and the
Stockholders, as of the date of this Agreement and as of the Closing, all as
follows in this Article III:

    


    (a) As of the Closing Date, the Consideration
Stock, to be issued and delivered to the GoldCorp Stockholders hereunder will,
when so issued and delivered, constitute, duly authorized, validly and legally
issued shares of CaseyCorp common stock, fully-paid and
non-assessable.

    


    (b) CaseyCorp has the corporate power
and authority to enter into this Agreement and to perform its respective
obligations hereunder.  The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action, including the board of directors
of CaseyCorp.  The execution and performance of this Agreement will
not constitute a material breach of any agreement, indenture, mortgage, license
or other instrument or document to which CaseyCorp is a party or by which its
assets and properties are bound, and will not violate any judgment, decree,
order, writ, rule, statute, or regulation applicable to CaseyCorp or its
properties.  The execution and performance of this Agreement will not
violate or conflict with any provision of the Certificate of Incorporation or
by-laws of CaseyCorp.

    


    (c) CaseyCorp has delivered to GoldCorp
a true and complete copy of Form 10-K for the period ending December 31, 2008
(the "CaseyCorp Financial Statements").  The CaseyCorp Financial
Statements are complete, accurate and fairly present the financial condition of
CaseyCorp as of the dates thereof and the results of its operations for the
periods then ended.  There are no liabilities or obligations either
fixed or contingent not reflected therein.  The CaseyCorp Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated therein or
in the notes thereto) and fairly present the financial position of CaseyCorp as
of the dates thereof and the results of its operations and changes in financial
position for the periods then ended.

    


    (d) Since December 31, 2008, there have
not been any material adverse changes in the financial condition of
CaseyCorp.

    


    (e) CaseyCorp is not a party to or the
subject of any pending litigation, claims, decrees, orders, stipulations or
governmental investigation or proceeding not reflected in the CaseyCorp
Financial Statements or otherwise disclosed herein, and there are no lawsuits,
claims, assessments, investigations, or similar matters, against or affecting
CaseyCorp, its management or its properties. CaseyCorp has complied in all
material respects with all laws, statutes, ordinances, regulations, rules,
decrees or orders applicable to it.

    


    
      
         

      

      
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    (f) CaseyCorp is duly organized,
validly existing and in good standing under the laws of the State of Nevada; has
the corporate power to own its property and to carry on its business as now
being conducted and is duly qualified to do business in any jurisdiction where
so required except where the failure to so qualify would have no material
negative impact on it.

    


    (g) CaseyCorp has filed all federal,
state, county and local income, excise, property and other tax, governmental
and/or related returns, forms, or reports, which are due or required to be filed
by it prior to the date hereof, except where the failure to do so would have no
material adverse impact on CaseyCorp, and has paid or made adequate provision in
the CaseyCorp Financial Statements for the payment of all taxes, fees, or
assessments which have or may become due pursuant to such returns or pursuant to
any assessments received. CaseyCorp is not delinquent or obligated for any tax,
penalty, interest, delinquency or charge.

    


    Each such tax return or report is
correct and complete in all material respects and fully discloses and does not
understate the income, taxes, expenses, deductions and credits for the period to
which it relates.  Up to and including the Closing Date, no claim has
been made against CaseyCorp by any authority in a jurisdiction in which it
does not file a return that it is or may be subject to any taxes in that
jurisdiction. CaseyCorp has not received notice of any actions, suits,
proceedings, investigations or claims pending or threatened against CaseyCorp in
respect of any taxes nor are any matters relating to any taxes under discussion
with any governmental authority.

    


    (h) Except as disclosed in CaseyCorp’s
SEC filings, there are no existing options, calls, warrants, preemptive rights
or commitments of any character relating to the issued or unissued capital stock
or other securities of CaseyCorp, except as contemplated in this Agreement and
there exist no liens or other securities interests in any assets of
CaseyCorp.

    


    (i) The corporate financial records,
minute books, and other documents and records of CaseyCorp have been made
available to GoldCorp prior to the Closing, shall be delivered to new management
of CaseyCorp at Closing and are correct and accurate in all material respects
and reflect all decisions made by the Board of Directors and the shareholders of
CaseyCorp.

    


    (j) CaseyCorp has not breached, nor is
there any pending, or to the knowledge of management, any threatened claim that
CaseyCorp has breached, any of the terms or conditions of any agreements,
contracts or commitments to which it is a party or by which it or its assets are
is bound.  The execution and performance hereof will not violate any
provisions of applicable law or any agreement to which CaseyCorp is subject.
CaseyCorp hereby represents that it has no business operations or material
assets and it is not a party to any material contract or commitment other than
appointment documents with its transfer agent, and that it has disclosed to
CaseyCorp all relationships or dealings with related parties or
affiliates.

    


    
      
         

      

      
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    (k)
CaseyCorp common stock is currently approved for quotation on the OTC Bulletin
Board under the symbol "CCPR" and there are no stop orders in effect or
contemplated with respect thereto and no facts exist which may give rise there.
CaseyCorp has filed all reports required to be filed by CaseyCorp pursuant to
the Securities Act of 1934, as amended. CaseyCorp has not been informed, and has
no reason to believe, that its common stock will be delisted or suspended by
FINRA. CaseyCorp has fully complied will all applicable securities laws and
regulations and is not in default of any of its obligations
thereunder.

    


    (l) All information regarding CaseyCorp
which has been provided to GoldCorp or otherwise disclosed in connection with
the transactions contemplated herein, is true, complete and accurate in all
material respects. CaseyCorp has provided to GoldCorp all material information
regarding CaseyCorp.

    


    (m) Immediately prior to
the  Closing, the outstanding capitalization of CaseyCorp is
11,250,000 shares of common stock.

    


    (n) The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not (a) constitute a violation (with or without the
giving of notice or lapse of time, or both) of any provision of law or any
judgment, decree, order, regulation or rule of any court or other governmental
authority applicable to CaseyCorp, (b) require any consent, approval or
authorization of, or declaration, filing or registration with, any person,
except for compliance with applicable securities laws and the filing of all
documents necessary to consummate the transaction with any governmental entity,
(c) result in a default (with or without the giving of notice or lapse of time,
or both) under, acceleration or termination of, or the creation in any party of
the right to accelerate, terminate, modify or cancel, any agreement, lease, note
or other restriction, encumbrance, obligation or liability to which CaseyCorp is
a party or by which either is bound or to which any of their assets are subject,
(d) result in the creation of any material lien or encumbrance upon the assets
of CaseyCorp or the funds being delivered in connection herewith, or (e)
conflict with or result in a breach of or constitute a default under any
provision of the charter documents of CaseyCorp.

    


    (o) CaseyCorp does not have any
agreements of any nature to acquire, directly or indirectly, any shares of
capital stock, or other equity or ownership interest in, any person, firm or
corporation, or its assets.

    


    (p) There is no requirement to make any
filing, give any notice to or obtain any license, permit, certificate,
regulation, authorization, consent or approval of, any governmental or
regulatory authorities as a condition to the lawful consummation of the
transactions contemplated by this Agreement except for the filings,
notifications, consents and approvals described in this Agreement.

    


    
      
         

      

      
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    (r) GoldCorp acknowledges that
CaseyCorp is not knowledgeable in GoldCorp purchasing, either from commercial
sources or consumers, and that CaseyCorp has relief upon GoldCorp’s
representations regarding the GoldCorp industry and its business.

    


    (s) All disclosure information provided
by CaseyCorp which was delivered to GoldCorp for use in connection with the
transaction described herein is true, complete and accurate in all material
respects.

    


    ARTICLE
IV

    CONDITIONS
PRECEDENT

    


    4.1           Conditions Precedent to the
Obligations of GoldCorp and The GoldCorp Stockholders.

    


    All
obligations of GoldCorp under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below, of
each of the following conditions:

    


    (a) The representations and warranties
by or on behalf of CaseyCorp contained in this Agreement or in any certificate
or document delivered pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing Date as though such representations
and warranties were made at and as of such time.

    


    (b) CaseyCorp shall have performed and
complied with all covenants, agreements, and conditions set forth in, and shall
have executed and delivered all documents required by this Agreement to be
performed or complied with or executed and delivered by it prior to or at the
Closing.

    


    (c) On or
before the Closing Date, CaseyCorp shall have delivered to GoldCorp certified
copies of resolutions of the board of directors of CaseyCorp approving and
authorizing the execution, delivery and performance of this Agreement and
authorizing all of the necessary and proper action to enable CaseyCorp to comply
with the terms of this Agreement including the election of GoldCorp's nominee to
the Board of Directors of CaseyCorp and all matters outlined
herein.

    


    (d) As of the Closing, Israel Levi and
Yehoshua Lustig shall have resigned in writing from all positions as officers of
CaseyCorp effective upon the election and appointment of the GoldCorp
nominees.

    


    (e) At the Closing, all instruments and
documents delivered to GoldCorp and GoldCorp Stockholders pursuant to the
provisions hereof shall be reasonably satisfactory to legal counsel for
GoldCorp.

    


    
      
         

      

      
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    (f) The Company has executed an
Executive Employment Agreement with Edward Musheiev in the form attached
hereto.

    


    4.2           Conditions Precedent to the
Obligations of CaseyCorp.

    


    All
obligations of CaseyCorp under this Agreement are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions:

    


    (a) The representations and warranties
by GoldCorp and the GoldCorp Stockholders contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof shall be
true in all material respects at and as of the Closing as though such
representations and warranties were made at and as of such
time.

    


    (b) GoldCorp shall have performed and
complied with, in all material respects, all covenants, agreements, and
conditions required by this Agreement to be performed or complied with prior to
or at the Closing.

    


    (c)
GoldCorp shall have executed a Preferred Stock Purchase Agreement with Zegal and
Ross Investments, LLC, which will provide that:

    


    (i) Zegal and Ross Investments, LLC
(“Zegal and Ross”) shall have the right to designate two (2) members of the
CaseyCorp Board of Directors.

    


    (ii) CaseyCorp shall establish an
Executive Committee consisting of at least two (2) persons. The executive
committee shall have the exclusive authority, which shall require unanimous
consent of all members, to appoint CaseyCorp Chief Executive Officer, President
and Chief Financial Officer and to approve the issuance of all shares and
options by CaseyCorp.  Two members of the CaseyCorp Board of Directors
and Executive Committee shall be a designee of Zegal and Ross.

    


    (d)
Edward Musheiev has executed an Executive Employment Agreement in the form
attached hereto.

    


    4.3           Nature and Survival of
Representations.

    


    All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing and the consummation of the transactions contemplated
hereby for one year from the Closing.  All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance solely
on the representations, warranties and covenants and agreements contained in
this Agreement and not upon any investigation upon which it might have made or
any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.

    


    
      
         

      

      
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    ARTICLE
V

    DOCUMENTS
DELIVERED AT CLOSING

    


    5.1           Documents at
Closing.

    


    At the
Closing, the following documents shall be delivered:

    


    (a)
GoldCorp will deliver, or will cause to be delivered, to CaseyCorp the
following:

    


    (i)  a certificate executed
by the President and Secretary of GoldCorp to the effect that all
representations and warranties made by GoldCorp under this Agreement are true
and correct as of the Closing, the same as though originally given to CaseyCorp
on said date;

    


    (ii)  a certificate from the
jurisdiction of incorporation of GoldCorp dated at or about the Closing to the
effect that GoldCorp is in good standing under the laws of said
jurisdiction;

    


    (iii)  such other
instruments, documents and certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement;

    


    (iv)  certified copies of
resolutions adopted by the directors of GoldCorp authorizing this transaction;
and

    


                        (v)
all other items, the delivery of which is a condition precedent to the
obligations of GoldCorp as set forth herein.

    


    (b)
CaseyCorp will deliver or cause to be delivered to GoldCorp:

    


    (i)  stock certificates
representing the Consideration Shares to be issued as the Purchase
Price;

    


    (ii)  a certificate of the
President of CaseyCorp, to the effect that all representations and warranties of
CaseyCorp made under this Agreement are true and correct as of the Closing, the
same as though originally given to GoldCorp on said date;

    


    (iii)  certified
copies of resolutions adopted by CaseyCorp’s board of directors authorizing the
transaction contemplated hereunder and all related matters described
herein;

    


    (iv)  certificate from the
jurisdiction of incorporation of CaseyCorp dated at or about the Closing Date
that CaseyCorp is in good standing under the laws of said state;

    


    (v)  such other instruments
and documents as are required to be delivered pursuant to the provisions of this
Agreement;

    


    
      
         

      

      
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    (vi)  resignation of Israel
Levi and Yehoshua Lustig as directors of CaseyCorp and appointment of new
officers and directors as directed by GoldCorp; and

    


    (vii)  all corporate and
financial records of CaseyCorp shall be delivered to GoldCorp.

    ARTICLE
VI

    INDEMNIFICATION

    


    6.1           Indemnification.

    


    For a
period of one year from the Closing, CaseyCorp agrees to indemnify and hold
harmless GoldCorp and the GoldCorp Shareholders, and GoldCorp agrees to
indemnify and hold harmless CaseyCorp, at all times after the date of this
Agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from any
material misrepresentations made by an indemnifying party to an indemnified
party, an indemnifying party's breach of covenant or warranty or an indemnifying
party's nonfulfillment of any agreement hereunder, or from any material
misrepresentation in or omission from any certificate furnished or to be
furnished hereunder.

    


    ARTICLE
VII

    COVENANTS

    


    7.1           Tax Free
Reorganization.

    


    It is
intended by the parties that the Reorganization will constitute a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended, and the parties agree that if modification of the terms of this
Agreement in a non-material manner to attain such qualification is necessary,
they will negotiate in good faith to make such required
modifications.

    


    7.2           ’34 Act
Compliance.

    


    CaseyCorp shall continue to comply with
all of the provisions applicable to it of the Securities Exchange Act of 1934,
as amended (the “’34 Act’).  In the event that CaseyCorp shall fail to
make any applicable filings pursuant to the ’34 Act, upon the expiration of any
applicable extension and grace periods, Zegal and Ross, for so long as it is a
holder of shares of CaseyCorp’s Series A Preferred Stock, shall have the right
to bring an action against the Stockholders, on behalf of CaseyCorp, to rescind
the transaction contemplated by this Agreement.  This provision shall
survive the Closing for such period of time as Zegal and Ross remains a holders
of shares of CaseyCorp’s Series A Preferred stock.

    


    
      
         

      

      
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    7.3           Non-Compete

    


    The Stockholders each agree that,
except as set forth below, during the term of this Agreement, each shall not,
unless acting pursuant hereto or with the prior written consent of the Board of
Directors of the Company, directly or indirectly:

    


    (a)  own, manage, operate,
finance, join, control or participate in the ownership, management, operation,
financing or control of, or be connected as an officer, director, Executive,
partner, principal, agent, representative, consultant or otherwise with any
business or enterprise engaged in the purchasing of gold or any other business
engaged in by the Company for which Executive had primary responsibility, or any
of its affiliates (collectively, the “Business”);

    


    (b)  solicit for employment
or in any other fashion hire any of the executives of the Company;

    


    (c)  use or permit his name
to be used in connection with, any business or enterprise engaged in the
Business;

    


    (d)  use the name of the
Company or any name similar thereto, but nothing in this clause shall be deemed,
by implication, to authorize or permit use of such name after expiration of such
period; or

    


    (e) violate any exclusive dealing
arrangements between GoldCorp and Ed and Serge Gold and Diamonds,
Inc.

    


    provided, however, that this provision
shall not be-construed to prohibit the ownership by the Stockholders of (a) Ed
and Serge Gold and Diamonds, Inc., EZSellGold and any retail
stores,  or (b) the ownership of not more than 3% of any class of the
outstanding equity securities of any corporation which is engaged in any of the
foregoing businesses having a class of securities registered pursuant to the
Securities Exchange Act of 1934. In the event that the provisions of this
Section should ever be adjudicated to exceed the time, geographic, service or
product limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic, service or product limitations permitted by applicable
law.

    


    ARTICLE
VIII

    MISCELLANEOUS

    


    8.1           Miscellaneous.

    


    (a)  Public
Announcement.  Until the Closing, CaseyCorp shall not make or
issue, or cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for
dissemination to the general public without the prior consent of GoldCorp
except, as determined by CaseyCorp, to be required by law.

    


    
      
         

      

      
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    (b)  Further
Assurances.  At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

    


    (c)  Waiver.  Any
failure on the part of any party hereto to comply with any of its obligations,
agreements or conditions hereunder may be waived in writing by the party to whom
such compliance is owed.

    


    (d)  Amendment.  This
Agreement may be amended only in writing as agreed to by all parties
hereto.

    


    (e)  Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent by prepaid first class
registered or certified mail, return receipt requested to the following
addresses:

    


    To CaseyCorp:

    


    


    To GoldCorp:

    


    


    To the Stockholders:

    


    (f)  Headings.  The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.

    


    (g)  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    (h)  Governing
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.

    


    (i)  Binding
Effect.  This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

    


    (j)  Entire
Agreement.  This Agreement and the attached Exhibits constitute
the entire agreement of the parties covering everything agreed upon or
understood in the transaction.  There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof.

    


    (k)  Severability.  If
any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

    


    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.


     

    
      	 	      
              CaseyCorp
      Enterprises, Inc.

              


              By:
      /s/ Israel Levy

              Title:
      President

              


              


              


              ESM
      Refiners, Inc.

              


              By:
      /s/ Eduard Musheyev

              Title:
      President

              


              


              The
      Stockholder

              


              /s/
      Eduard Musheyev

            


    

     

    
      
         

      

      
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    EXHIBIT
A

    SHAREHOLDERS

    


    
      	 
      	 	
              Shares
      

              Beneficially
      

              Owned

            	 
	 
      	 	
              Common

            	 
	 
      	 	
              Stock

            	 
	 
      	 	 	 
	
              Eduard
      Musheyev

            	 	 	100	 
	 
      	 	 	 	 
	 
      	 	 	 	 
	
              Total

            	 	 	100