Exhibit 10.1

                           Letter and Trust Agreement

February 4, 2010

Deer Bay Resources Inc.
#401-2366 Wall Street
Vancouver, BC V6H 4Z1


Dear Sirs:

RE: Emmy Mineral Claim

     Pursuant to this Letter and Trust Agreement between Deer Bay Resources Inc.
and Teuton Resources Corp.  dated February 4, 2010,  Teuton Resources Corp., the
owner of the  claims,  will hold in trust for Deer Bay  Resources  Inc.,  a 100%
undivided interest in the subject claim under the terms of the agreement:

                                              Number of           Date of
     Tenure No.     Document Description      Hectares          Expiration
     ----------     --------------------      --------          ----------

      705501               Emmy                  418          February 4, 2011

Teuton  Resources  Corp  acknowledges  receipt of Cnd$500 as  consideration  for
entering  into this Letter and Trust  Agreement.  Teuton  Resources  Corp.  will
deliver full title on demand to Deer Bay Resources  Inc. when Deer Bay Resources
Inc. demands.

Yours truly,


/s/ Dino Cremonese
-----------------------------
Dino Cremonese, President
Teuton Resources Corp.