Filed by Automated Filing Services Inc. (604) 609-0244 - Deeas Resources, Inc. - Exhibit 10.5







	DEEAS RESOURCES INC. 
	6348 – 49th Avenue 
	Ladner, BC V4K 5A1 


November 9, 2007 

	Jupili Investment S.A. 
	Urbanizacion Marbella 
	53rd E Street, MMG Tower, 16th Floor 
	Panama City, Republic of Panama 



	Global Trek Xploration 
	1214 - 117 West 9th Street 
	Los Angeles, CA 90015 
	Attention: Mr. Patrick Bertagna 
	                   Chief
      Executive Officer 



	 	RE: 	Proposal for Global Trek
      Xploration 


This binding letter agreement (the “Agreement”) outlines the
material terms upon which Deeas Resources Inc. (“Deeas”) seeks to enter into a
reverse takeover with Global Trek Xploration (“GTX”), whereby the parties would
effect one of the following two corporate structures depending upon the advice
of their respective counsel after considering applicable tax and securities
laws: 

	 	(1) 	
      carry out a merger (the “Merger”) of GTX with and into
      Deeas, with Deeas carrying on as the surviving corporation under the name
      Global Trek Xploration (the “Surviving Corporation”); or

	 	 	 
	 	(2) 	
      carry out a share exchange whereby all of the current
      shareholders of GTX would exchange their shares of GTX for shares of Deeas
      (the “Share Exchange”).



The exchange ratio of the shares will be in accordance with the
capital structure as set out in section 1 below. 

In respect of the Merger, the parties contemplate that each
issued and outstanding share of Deeas’ capital stock will continue to be issued
and outstanding and will be converted into one share of validly issued, fully
paid, and non-assessable capital stock of the Surviving Corporation and each
stock certificate of Deeas evidencing ownership of any such shares will continue
to evidence ownership of such shares of capital stock of the Surviving
Corporation. Each issued and outstanding share of GTX’s capital stock will
automatically be cancelled, extinguished and converted, without any action on
the part of the holder thereof, into the right to receive the applicable number
of shares of validly issued, fully paid, and non-assessable capital stock of the
Surviving Corporation at the effective time and such GTX shares, when so
converted, will no longer be outstanding and will automatically be cancelled,
and each holder of a certificate representing any such shares will cease to have
any rights with respect thereto, except the right to receive the applicable
number of Surviving Corporation shares paid in consideration therefor upon the
surrender of such certificate. 

The terms in this Agreement are not comprehensive and are based
on discussions among the parties 

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during the past several months to the date hereof. The parties
acknowledge that additional terms will be incorporated into a formal Agreement
and Plan of Merger or Share Exchange Agreement, depending upon which transaction
is agreed upon (the “Formal Agreement”). Such terms will include standard
representations, warranties, covenants and conditions that are typical in such
transactions. 

Our proposed commercial terms for the transaction are as
follows: 

	1. 	Capital Structure of Deeas Pre and Post
      Closing 


The current capital structure of Deeas is as follows: 

Authorised shares: 100,000,000

Issued and outstanding shares: 2,176,000 
Restricted shares:
1,500,000
 Registered shares: 676,000 

Following the Closing Date (as defined below), including a
stock split of 20.71 for 1, and the cancellation of 31,065,000 restricted shares
held by the sole director and officer of Deeas, the capital structure of Deeas
will be: 

Authorised shares: 2,071,000,000

Shares held by former shareholders of GTX: 18,000,000 
Registered shares:
13,999,960 
Shares issued in PIPE: 2,666,666 
Shares issued in Bridge
Financing (Principal Amount only):
 1,333,333 Issued and outstanding shares:
35,999,959 

The parties acknowledge that Deeas will adopt a stock option
plan at or following the Closing which will authorize the issuance of up to
7,000,000 shares.

Except for minor banking expenses not to exceed $100.00, the
parties acknowledge that Deeas will not have any liabilities, whether contingent
or otherwise, as of the Closing.

The parties will negotiate in good faith to authorize the
issuance of a super-voting preferred security to management, or give a proxy to
the management for the shares underlying warrants issued in connection with the
PIPE. 

	2. 	Securities Laws



The parties hereto agree that the Merger or Share Exchange can
only occur in compliance with an available exemption from the Securities Act
of 1933 (the “1933 Act”), the Securities Act (British Columbia) and
applicable blue sky laws. Each shareholder of GTX will provide a duly completed
US Questionnaire at the Closing in order to establish a suitable exemption from
the 1933 Act.

GTX acknowledges that the shares in the capital of Deeas
issuable to the current shareholders of GTX at Closing will not be registered
under the 1933 Act, or under any state securities or “blue sky” laws of any
state of the United States, and, unless so registered, may not be offered or
sold in the United States or to U.S. Persons (as that term is defined in
Regulation S under the 1933 Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the 1933 Act. All
such shares will be legended. 

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	3. 	Financing 


Jupili Investment S.A. (“Jupili”) will arrange for third party
investors to subscribe for a private placement of $2,000,000 (the “PIPE”),
consisting of 2,666,666 post stock split units (each, a “Unit”) at a price of
$0.75 per Unit, each Unit consisting of one share of common stock (each, a
“Share”) and one stock purchase warrant (each, a “Warrant”) on or before
February 25, 2008. Each Warrant will be exercisable into an additional Share
(each, a “Warrant Share”) at an exercise price of $1.25 per share in cash.
1,000,000 such Warrants shall be exercisable for a period of twelve (12) months
from the date of issue; the remainder shall be exercisable for a period of
eighteen (18) months from the date of issue. The Bridge Financing (as defined
below) will be converted into 1,333,333 Units. Gross proceeds from the sale of
the Units (including the Bridge Financing) and the exercise of the Warrants in
cash will be $8,000,000. 

GTX will pay Jupili a success fee of 2% of the aggregate amount
of the PIPE and the Bridge Financing. 

GTX shall have the option to raise an additional $2,000,000
from third parties at a price not less than the price of the PIPE. 

Jupili guarantees that no less than 1,000,000 Warrants will be
exercised in cash within six months of the Closing, provided that, if the
Registration Statement is not filed in accordance with the terms below, the
exercise period will be extended so that Jupili guarantees that no less than
1,000,000 Warrants will be exercised in cash within ten months of the Closing.
If the Warrants are not exercised at the end of such six month period (or ten
months, if extended as required), the Company shall have the right to compel
Jupili to purchase 1,000,000 shares of common stock at $1.25 per share.

GTX will use commercially reasonable efforts to register the
Shares and the Warrant Shares (collectively, the “Securities”) under a
registration statement filed with the SEC (the “Registration Statement”) as soon
as practicable after Closing. If GTX fails to file the Registration Statement to
register the Securities for resale within forty five (45) days after the filing
of the Form 8-K to announce the closing of the Merger or Share Exchange, as
applicable (or if GTX receives comments from the SEC on the Form 8-K, within 30
days of clearing such comments with the SEC), GTX shall pay a liquidated damage
equal to 5% of the PIPE, payable in Units on the same terms as the PIPE, and
will register the additional Units in the Registration Statement. If the Closing
occurs prior to February 15, 2008, GTX shall have until April 15, 2008 to file
the Registration Statement. 

In order to assist with the prompt development of the business
prior to Closing, Jupili will provide a bridge financing (“Bridge Financing”) to
lend GTX $1,000,000 pursuant to a convertible loan (the “Loan”). Within three
(3) days after the later to occur of (the “Funding Date”) (i) the execution of
this Agreement, (ii) execution of suitable loan documents (the “Bridge
Documents”), (iii) the delivery of the Shareholder Approval, and (iv) delivery
of the Diligence Approval, Jupili will deliver $500,000 to GTX in accordance
with the provisions of the Bridge Documents and an additional $500,000 on or
before December 10, 2007, in accordance with the provisions of the Bridge
Documents. Upon the Closing, the $1,000,000, plus accrued interest, shall be
converted into Units on the same terms and conditions as the PIPE. In the event
that neither Jupili nor Deeas has breached any of the terms of this Agreement,
the Bridge Documents, or any other documents relating to the transactions
contemplated herein, then GTX shall pay a liquidated damage equal to 5% of the
outstanding Loan if the Closing has not occurred within one hundred twenty (120)
days of the Funding Date, and an additional 10% of the outstanding Loan if the
Closing has not occurred within one hundred forty (140) days of the Funding
Date. 

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	4. 	Management 


On Closing, Deeas will take all necessary steps to ensure that
its board of directors is comprised of five members, consisting of the
following: 

Four members as nominated by GTX, two
of which will not be employed by the Company, nor hold over 5% of the issued and
outstanding shares of common stock; and 

A director as determined by Jupili, who
shall be nominated to serve such position for a period of three years following
the Closing. 

On Closing, Deeas will take all necessary steps to ensure that
its executive officers are duly appointed in accordance with Nevada law. 

Such persons will enter into employment agreements which will
include a provision that such management personnel are appointed for a maximum
three year term. 

	5. 	Corporate Governance
  


If the parties hereto elect to proceed by way of the Merger, at
GTX’s option, Deeas will adopt the current bylaws of GTX for the Surviving
Corporation. If the parties elect to proceed by way of a Share Exchange, at
GTX’s option, Deeas will amend its bylaws prior to Closing to a form approved by
GTX. 

	6. 	Investor Relations



At Closing, Deeas shall retain the services of an investor
relations consultant determined by Jupili on the following terms: 

	 	Term of agreement: 	One year 
	 	  	
       

	 	Monthly fees: 	
      $2,500.00 

	 	  	
       

		Warrants: 	
      400,000 warrants, with 50,000 warrants vesting every
      three month period, the first 200,000 of which shall have an exercise
      price of $0.75/share, and the remaining 200,000 of which shall have an
      exercise price of $1.25/share, and expiring on February 7, 2010.


	 	  	
       

		Registration Rights: 	The shares underlying the warrants shall be
      registered in the Registration Statement 


Jupili shall be responsible, at its own expense, for all other
market related investor relations activity. 

	7. 	Approvals 


Within ten (10) days of the date hereof, GTX will provide
minutes of a shareholders’ meeting or shareholders’ consent resolutions
(“Shareholder Approval”) evidencing shareholder approval of the Merger or Share
Exchange, as applicable, all in accordance with the laws of the State of
California. If the parties seek to proceed by Share Exchange, GTX will provide
Shareholder Approval from all shareholders of the company, in addition to
approval from holders of all securities exercisable or convertible into shares
of GTX. If the parties seek to proceed by Merger, GTX will provide Shareholder
Approval from shareholders holding at least a majority of the outstanding shares
of GTX entitled to vote 

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thereon. 

Within five (5) business days of the date hereof, GTX will
conduct and complete its due diligence of Deeas, and if satisfied, will deliver
a notice approving its review (the "Diligence Approval").

	8. 	Closing 


Closing of the transactions contemplated herein (the “Closing”)
will occur on or before February 25, 2008, or on such other date as the parties
may agree to in writing (the “Closing Date”), to be held at such place and time
as the parties may agree. 

	9. 	Binding Agreement



Upon acceptance of the terms of this Agreement by all of the
parties hereto, this Agreement shall be deemed to constitute and shall be a
legally valid and binding agreement.

	10. 	Termination 


In the event the Closing has not occurred by March 2, 2008,
Deeas may elect to terminate this Agreement and all obligations of the parties
hereunder shall cease, provided that neither Jupili nor Deeas is in material
breach of this Agreement or the Bridge Documents. In the event that (i) either
Jupili or Deeas is in material breach under the Bridge Documents or this
Agreement, or (ii) that the Closing does not occur within 45 days after delivery
by GTX of the audited financial statements of GTX of the fiscal years ended
December 31, 2006 and 2005 and the unaudited but auditor reviewed interim
statements for the nine months ended September 30, 2007, then GTX may elect to
terminate this Agreement and all obligations of the parties hereunder shall
cease, other than its obligations under the Bridge Documents. 

	11. 	Counterparts and Electronic Means
    


This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery by either party of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery to the other party of this Agreement as of the date of successful
transmission to the other party. 

	12. 	Proper Law 


This Agreement will be exclusively governed by and construed in
accordance with the law of the Province of British Columbia and the parties
hereby attorn to the exclusive jurisdiction of the Courts of competent
jurisdiction of the Province of British Columbia in any proceeding hereunder.


	13. 	Confidentiality



All negotiations regarding the matters contemplated herein and
in regards to the Merger or Share Exchange, as applicable, will be confidential
and will not be disclosed to anyone other than respective advisors and internal
staff of the parties and necessary third parties, such as lenders approached for
financing. No press or other publicity release will be issued to the general
public concerning the proposed transaction without mutual consent unless
required by law, and then only upon prior written notice to the other party. The
parties hereto acknowledge that the terms of this Agreement and the Formal
Agreement will be publicly filed with the Securities Exchange Commission on a
current report or Form 8-K within four (4) business days of the execution date
hereof. 

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	14. 	Best Efforts 


In order to facilitate the Merger or Share Exchange, the
parties hereto agree that each will use their best efforts to complete the
transaction in compliance with all necessary legal and regulatory requirements
and be as cost effective as possible, and negotiate in good faith to enter into
definitive agreements with customary terms and conditions to reflect the
transactions contemplated by this Agreement.

	15. 	Entire Agreement



This Agreement and the exhibits attached hereto contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior arrangements and understandings, both written and oral,
expressed or implied, with respect thereto. Any preceding correspondence or
offers are expressly superseded and terminated by this Agreement. 

Yours truly, 

DEEAS RESOURCES INC. 

	Per: 	/s/ Jeff Sharpe 	 
	Name: 	Jeff Sharpe 	 
	Title: 	President 	 


If you are agreeable to the foregoing terms, please sign and
return a duplicate copy of this binding Agreement at your earliest convenience.


GLOBAL TREK XPLORATION 

	Per: 	/s/ Patrick Bertagna 	 
	Name: 	Patrick Bertagna, 	 
	Title: 	Chief Executive Officer 	 


JUPILI INVESTMENT S.A. 

	Per: 	/s/ Jose E. Silva /s/ Dianeth de Ospino 	 
	Name:	 	 
	Title: 		 


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