To: CaseyCorp
      Enterprises, Inc.

    


    REGULATION
      S SUBSCRIPTION AGREEMENT 

    AND
      INVESTMENT REPRESENTATION

    


    SECTION
      1

    


    1.1 Subscription.
      

    


    (a)
       The
      undersigned, intending to be legally bound, hereby irrevocably subscribes for
      and agrees to purchase _________ shares (the “Shares”) of the common stock (the
“Common Stock”) of CaseyCorp Enterprises, Inc., a Nevada corporation (the
      "Company") in a transaction exempt from the registration requirements of the
      Securities Act of 1933, as amended (the “Securities Act”). The undersigned
      understands that the Shares are being sold in connection with an offering by
      the
      Company of a minimum of ________ shares of Common Stock and a maximum of up
      to
      3,000,000 shares at $0.015 per share (the “Offering”).

    


    The
      undersigned understands that the Shares are being offered, sold, and issued
      in a
      transaction exempt from the registration requirements of the Securities
      Act.

    


    1.2 Purchase
      of Shares.

    


    The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Shares shall be $_______. The undersigned
      further understands and acknowledges that this subscription is
      irrevocable.

    


    1.3 Acceptance
      or Rejection of Subscription.

    


    Payment
      has been made simultaneous herewith by either (i) wire transfer as set forth
      below or (ii) by check payable to CaseyCorp Enterprises, Inc., in full payment
      of the shares of common stock subscribed for (the “Subscription Payment”).


    


    The
      undersigned agrees that subject to the conditions set forth herein, the Company
      will accept subscriptions and payments therefor as they are received. The
      undersigned further understands that the Company will notify the undersigned
      as
      to whether its subscription has been accepted in whole or in part as reasonably
      promptly as possible. If the Company accepts all or a portion of the
      undersigned’s subscription, the undersigned agrees that this Agreement shall
      become effective with respect to the Company and the undersigned, and the
      Company will promptly deliver to the undersigned an executed copy of this
      Agreement and a share certificate representing the Shares. The undersigned
      acknowledges that the Corporation may terminate this offering at any time.
      

    


    In
      the
      event the sale of the Shares subscribed for by the undersigned is not
      consummated by the Company for any reason (in which event this Agreement shall
      be deemed to be rejected), this Agreement and any other agreement entered into
      between the undersigned and the Company relating to this subscription shall
      thereafter have no force or effect and the Company shall promptly return or
      cause to be returned to the undersigned the purchase price remitted to the
      Company by the undersigned, without interest thereon or deduction therefrom,
      in
      exchange for the Shares.

    

      CaseyCorp
        Enterprises, Inc. Regulation S Subscription Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      2

    


    2.1 Closing.
      The
      closing (the "Closing") of the purchase and sale of the Shares, shall occur
      simultaneously with the acceptance by the Company of the undersigned's
      subscription, as evidenced by the Company's execution of this Subscription
      Agreement. The Closing shall not take place until at least an aggregate minimum
      of ______ shares of common stock are subscribed for in this offering. You have
      the right to revoke your subscription by written notice to the Company if the
      Closing has not occurred on or before thirty days after the date that the
      undersigned has delivered an executed signature page to this Agreement and
      the
      payment thereof, unless you are in material breach of the Agreement; in such
      event, this subscription shall thereafter have no force or effect and the
      Company shall promptly return or cause to be returned to you the purchase price
      remitted to the Company by you, without interest thereon or deduction therefrom.
      

    


    SECTION
      3

    


    3.1 Investor
      Representations and Warranties.
      The
      undersigned hereby acknowledges, represents and warrants to, and agrees with,
      the Company and its affiliates as follows:

    


    (a) Investment
      Purposes.
      The
      undersigned is acquiring the Shares for his 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 in any
      transactions that would be in violation of the Securities Act or any state
      securities or "blue-sky" laws. No other person has a direct or indirect
      beneficial interest in, and 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
      Shares or any part of the Shares for which the undersigned is subscribing that
      would be in violation of the Securities Act or any state securities or
      "blue-sky" laws.

    


    (b) Authority.
      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.

    


    (c) No
      General Solicitation.
      The
      undersigned is not subscribing for the Shares 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 similar gathering; or any solicitation of a
      subscription by a person, other than Company personnel, previously not known
      to
      the undersigned.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) No
      Obligation to Register Shares.
      The
      undersigned understands that the Company is under no obligation to register
      the
      Shares under the Securities Act, or to assist the undersigned in complying
      with
      the Securities Act or the securities laws of any state of the United States
      or
      of any foreign jurisdiction other than as expressly provided herein.


    


    (e) Investment
      Experience.
      The
      undersigned, or the undersigned’s professional advisors, has such knowledge and
      experience in finance, securities, taxation, investments and other business
      matters as to evaluate investments of the kind described in this Agreement.
      By
      reason of the business and financial experience of the undersigned or his
      professional advisors (who are not affiliated with or compensated in any way
      by
      the Company or any of its affiliates or selling agents), the undersigned or
      his
      advisors can protect his own interests in connection with the transactions
      described in this Agreement. The undersigned is able to afford the loss of
      his
      entire investment in the Shares.

    


    (f) Exemption
      from Registration.
      The
      undersigned acknowledges his understanding that the offering and sale of the
      Shares is intended to be exempt from registration under the Securities Act.
      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 and its affiliates as follows:

    


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

    


    (2) 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 Shares. The undersigned also represents it has not been
      organized for the purpose of acquiring the Shares; and

    


    (3) The
      undersigned 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 Shares, the Company and all other information to the extent
      the
      Company possesses such information or can acquire it without unreasonable effort
      or expense.

    


    (g) Economic
      Considerations.
      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. The undersigned is not acting in concert
      with any of the other shareholders of the Company in connection with its
      decision to purchase the Shares and will not act in concert with any other
      person affiliated with the Company or any other shareholder of the Company
      in
      determining when or under what circumstances to sell or otherwise dispose of
      all
      or any portion of the Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) No
      Other Company Representations.
      No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Shares the undersigned is not relying upon any representations other than those
      contained herein. 

    


    (i)
       Compliance
      with Laws.
      Any
      resale of the Shares during the ‘distribution compliance period’ as defined in
      Rule 902(f) to Regulation S shall only be made in compliance with exemptions
      from registration afforded by Regulation S. Further, any such sale of the Shares
      in any jurisdiction outside of the United States will be made in compliance
      with
      the securities laws of such jurisdiction. The undersigned will not offer to
      sell
      or sell the Shares in any jurisdiction unless the Investor obtains all required
      consents, if any.

    


    (j) Regulation
      S Exemption.
      The
      undersigned understands that the Shares are being offered and sold to him in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws under Regulation S promulgated under the
      Securities Act and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Investor set forth herein in order to determine the applicability of
      such
      exemptions and the suitability of the Investor to acquire the Shares. In this
      regard, the undersigned represents, warrants and agrees that:

    


    (1)
       The
      undersigned is not a U.S. Person (as defined below) and is not an affiliate
      (as
      defined in Rule 501(b) under the Securities Act) of the Company and is not
      acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person
      means any one of the following:

    


    (A)
       any
      natural person resident in the United States of America;

    


    (B)
       any
      partnership or corporation organized or incorporated under the laws of the
      United States of America;

    


    (C) any
      estate of which any executor or administrator is a U.S. person;

    


    (D) any
      trust
      of which any trustee is a U.S. person;

    


    (E) any
      agency or branch of a foreign entity located in the United States of
      America;

    


    (F) any
      non-discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary for the benefit or account of a U.S.
      person;

    


    (G) any
      discretionary account or similar account (other than an estate or trust) held
      by
      a dealer or other fiduciary organized, incorporated or (if an individual)
      resident in the United States of America; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (H) any
      partnership or corporation if:

    


    (i)
      organized or incorporated under the laws of any foreign jurisdiction;
      and

    


    (ii)
       formed
      by
      a U.S. person principally for the purpose of investing in securities not
      registered under the Securities Act, unless it is organized or incorporated,
      and
      owned, by accredited investors (as
      defined in Rule 501(a) under the Securities Act) who are not natural persons,
      estates or trusts.

    


    (2)
       At
      the
      time of the origination of contact concerning this Agreement and the date of
      the
      execution and delivery of this Agreement, the undersigned was outside of the
      United States.

    


    (3) The
      undersigned will not, during the period commencing on the date of issuance
      of
      the Shares and ending on the first anniversary of such date, or such shorter
      period as may be permitted by Regulation S or other applicable securities law
      (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares
      in the United States, or to a U.S. Person for the account or for the benefit
      of
      a U.S. Person, or otherwise in a manner that is not in compliance with
      Regulation S. 

    


    (4) The
      undersigned will, after expiration of the Restricted Period, offer, sell, pledge
      or otherwise transfer the Shares only pursuant to registration under the
      Securities Act or an available exemption therefrom and, in accordance with
      all
      applicable state and foreign securities laws.

    


    (5) The
      undersigned was not in the United States, engaged in, and prior to the
      expiration of the Restricted Period will not engage in, any short selling of
      or
      any hedging transaction with respect to the Shares, including without
      limitation, any put, call or other option transaction, option writing or equity
      swap.

    


    (6) Neither
      the undersigned nor or any person acting on his behalf has engaged, nor will
      engage, in any directed selling efforts to a U.S. Person with respect to the
      Shares and the Investor and any person acting on his behalf have complied and
      will comply with the “offering restrictions” requirements of Regulation S under
      the Securities Act.

    


    (7) The
      transactions contemplated by this Agreement have not been pre-arranged with
      a
      buyer located in the United States or with a U.S. Person, and are not part
      of a
      plan or scheme to evade the registration requirements of the Securities
      Act.

    


    (8) Neither
      the undersigned nor any person acting on his behalf has undertaken or carried
      out any activity for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States, its
      territories or possessions, for any of the Shares. The undersigned agrees not
      to
      cause any advertisement of the Shares to be published in any newspaper or
      periodical or posted in any public place and not to issue any circular relating
      to the Shares, except such advertisements that include the statements required
      by Regulation S under the Securities Act, and only offshore and not in the
      U.S.
      or its territories, and only in compliance with any local applicable securities
      laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (9) Each
      certificate representing the Shares shall be endorsed with the following
      legends, in addition to any other legend required to be placed thereon by
      applicable federal or state securities laws:

    


    (A) “THE
      SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

    


    (B) “TRANSFER
      OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    (10)
       The
      undersigned consents to the Company making a notation on its records or giving
      instructions to any transfer agent of the Company in order to implement the
      restrictions on transfer of the Shares set forth in this Section 2.

    


    (k) Potential
      Loss of Investment; Risk Factors.
      The
      undersigned understands that an investment in the Shares is a speculative
      investment which involves a high degree of risk and the potential loss of his
      entire investment. The
      undersigned has considered the uncertainties and difficulties frequently
      encountered by companies, such as the Company, in their early stages of
      development. The undersigned understands and acknowledges that as a result
      thereof, he may lose his entire investment in the Company.

    


    (l) Investment
      Commitment.
      The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Shares will not cause such overall commitment to become excessive.

    


    (m) Receipt
      of Information.
      The
      undersigned has received all documents, records, books and other information
      pertaining to the undersigned’s investment in the Company that has been
      requested by the undersigned. 

    


    (n) No
      Reliance.
      Other
      than as set forth herein, the undersigned is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Shares. The undersigned has consulted, to the extent deemed appropriate
      by
      the undersigned, with the undersigned’s own advisers as to the financial, tax,
      legal and related matters concerning an investment in the Shares and on that
      basis believes that his or its investment in the Shares is suitable and
      appropriate for the undersigned.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (o) No
      Governmental Review.
      The
      undersigned is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
      or insured any investment in the Shares or any investment made by the
      Company.

    


    (p) Price
      of Shares.
      The
      undersigned understands that the price of the Shares offered hereby was
      determined by the Company without reference to the assets or book value of
      the
      Company. The undersigned further understands that there is a substantial risk
      of
      further dilution of his or its investment in the Company.


    


    SECTION
      4

    


    4.1
       Company’s
      Representations and Warranties.
      The
      Company represents and warrants to the undersigned as follows:

    


    (a)  Organization
      of the Company.
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the State of Nevada.

    


    (b) Authority.
      (a) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Shares; (b) the
      execution and delivery of this Agreement by the Company and the consummation
      by
      it of the transactions contemplated hereby and thereby have been duly authorized
      by all necessary corporate action and no further consent or authorization of
      the
      Company or its Board of Directors or stockholders is required; and (c) this
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, or similar laws relating to, or affecting
      generally the enforcement of, creditors' rights and remedies or by other
      equitable principles of general application.

    


    (c) Exemption
      from Registration; Valid Issuances.
      The
      sale and issuance of the Shares, in accordance with the terms and on the bases
      of the representations and warranties of the undersigned set forth herein,
      may
      and shall be properly issued by the Company to the undersigned pursuant to
      any
      applicable federal or state law. When issued and paid for as herein provided,
      the Shares shall be duly and validly issued, fully paid, and nonassessable.
      Neither the sales of the Shares pursuant to, nor the Company's performance
      of
      its obligations under, this Agreement shall (i) result in the creation or
      imposition of any liens, charges, claims or other encumbrances upon the Shares
      or any of the assets of the Company. The Shares shall not subject the
      undersigned to personal liability by reason of the ownership thereof.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) No
      General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its affiliates nor any person acting on its or their
      behalf (a) has conducted or will conduct any general solicitation (as that
      term
      is used in Rule 502(c) of Regulation D) or general advertising with respect
      to
      any of the Shares, or (b) made any offers or sales of any security or solicited
      any offers to buy any security under any circumstances that would require
      registration of the Common Stock under the Securities Act.

     

    SECTION
      5

    


    5.1 Indemnity.
      The
      undersigned agrees to indemnify and hold harmless the Company, its officers
      and
      directors, employees and its affiliates and their respective successors and
      assigns and each other person, if any, who controls any thereof, against any
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any false
      representation or warranty or breach or failure by the undersigned to comply
      with any covenant or agreement made by the undersigned herein or in any other
      document furnished by the undersigned to any of the foregoing in connection
      with
      this transaction.

    


    5.2 Modification.
      Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

    


    5.3 Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, (b) delivered personally at such address, (c) upon the expiration
      of twenty four (24) hours after transmission, if sent by facsimile if a
      confirmation of transmission is produced by the sending machine (and a copy
      of
      each facsimile promptly shall be sent by ordinary mail), (d) upon the expiration
      of twenty four (24) hours after transmission, if sent by email if a confirmation
      of transmission is produced by the sending computer (and a copy of each email
      transmission promptly shall be sent by ordinary mail) or (e) on the third
      business day, if sent by overnight recognized courier, in each case to the
      parties at their respective addresses set forth below their signatures to this
      Agreement (or at such other address for a party as shall be specified by like
      notice; provided that the notices of a change of address shall be effective
      only
      upon receipt thereof). 

    


    5.4 Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts and by facsimile, and each of such counterparts shall,
      for all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same counterpart.
      Signatures may be facsimiles.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.5 Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the undersigned shall be joint and several and
      the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and his
      heirs, executors, administrators and successors.

    


    5.6 Entire
      Agreement.
      This
      Agreement and the documents referenced herein contain the entire agreement
      of
      the parties and there are no representations, covenants or other agreements
      except as stated or referred to herein and therein.

    


    5.7 Assignability.
      This
      Agreement is not transferable or assignable by the undersigned.

    


    5.8 Applicable
      Law; Arbitration; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law principles. Any
      dispute between or, action or proceeding against any of the parties hereto
      under, arising out of or in any manner relating to, this Agreement and the
      transactions contemplated herein shall be submitted to and adjudicated by
      binding arbitration under the rules of the American Arbitration Association
      (“AAA”). Such arbitration shall be in New York, New York. Such arbitration shall
      be in New York, New York., If there is any litigation regarding the arbitration
      or, for any reason notwithstanding the foregoing two sentences, otherwise,
      then
      , without prejudice to their rights under the forgoing two sentences, the
      parties hereto irrevocably consent to the jurisdiction of the courts of the
      State of New York and of any federal court located in such State in connection
      with any action or proceeding arising out of or relating to this Agreement,
      any
      document or instrument delivered pursuant to, in connection with or
      simultaneously with this Agreement, or a breach of this Agreement or any such
      document or instrument. In any such action or proceeding, each party hereto
      waives personal service of any summons, complaint or other process and agrees
      that service thereof may be made in accordance with Section 5.3. Within 30
      days
      after such service, or such other time as may be mutually agreed upon in writing
      by the attorneys for the parties to such action or proceeding, the party so
      served shall appear or answer such summons, complaint or other
      process. EACH
      PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING
      OUT
      OF THIS AGREEMENT OR ANY BREACH OR ALLEGED BREACH HEREOF.

    


    5.9 Pronouns.
      The use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well.

    


    5.10
       Further
      Assurances.
      Upon
      request from time to time, the undersigned shall execute and deliver all
      documents and do all other acts that may be necessary or desirable, in the
      reasonable opinion of the Company or its counsel, to effect the subscription
      for
      the Shares in accordance herewith.

     

    [Remainder
      of Page Intentionally Omitted; Signature Pages to Follow]