SATISFACTION AGREEMENT

      This  Satisfaction  Agreement (the "Agreement") is made as of the ____ day
of January,  2001,  by and among  DIVERSIFIED  RESOURCES  GROUP,  INC.,  an Utah
corporation  ("DRGI"),  and  MMP  ASSOCIATES,  LLC,  a  North  Carolina  Limited
Liability Company (formerly Sagedale Farms, LLC) ("MMP").

                                W I T N E S S E T H:

     Whereas,  the Members of MMP have obtained from Wachovia Bank, N.A., a loan
in the principal amount of $1,500,000.00 (the "Wachovia Loan");

      Whereas,  the  Parties  loaned  the  proceeds  of  the  Wachovia  Loan  to
Diversified  Resources Group,  Inc. ("DRGI") pursuant to a Promissory Note dated
July 7, 2000, a copy of which is attached  hereto as Exhibit A and  incorporated
herein by this reference (the "DRGI Note");

      Whereas,  the  Parties  have agreed to satisfy the DRGI Note in full under
the terms and conditions of this Agreement;

      NOW,  THEREFORE,  for and in  consideration  of the  mutual  promises  and
covenants set forth herein, and for other good and valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the Parties agree as

      1. DRGI has  previously  issued and  delivered  to MMP  600,000  shares of
unrestricted  common stock of DRGI and 600,000 shares of restricted common stock
of DRGI.

      2. At the time of closing of the sale of certain  property in Wake County,
North Carolina,  by PCF Falls, LLC, to Brandywine,  L.L.C., which is anticipated
to close on January 31,  2001,  DRGI to pay the  Wachovia  Loan,  including  all
accrued unpaid  interest,  in full. At the same time, DRGI to pay to $150,000.00
to MMP.

      3.  MMP  agrees  that the  delivery  of the  stock  of DRGI  set  forth in
Paragraph 1 above and the payment by DRGI of the amounts set forth in  Paragraph
2 above  shall  constitute  full  and  complete  satisfaction  of all of  DRGI's
obligations  under the DRGI  Note,  and that,  by  acceptance  of such stock and
payments  or the  benefit  thereof,  MMP,  for itself,  and its  successors  and
assigns,  does hereby release DRGI and its successors and assigns from any claim
that it may now or hereafter  assert against DRGI under or in any way pertaining
to the DRGI Note, and hereby agree to indemnify and hold DRGI and its successors
and assigns,  harmless from any cost or expense including,  without  limitation,
court costs and reasonable  attorneys  fees,  that it might incur as a result of
assertion of such a claim.

      In witness whereof,  each of the parties has executed this Agreement under
seal, as of the day and year set forth above.

DRGI, INC.        (Seal)

By:   ___________________________________
      ____________________________ (Name)
      ____________________________ (Title)

MMP Associates, LLC     (Seal)

By:   ___________________________________


Basic Info X:

Type: Satisfaction Agreement
Date: March 20, 2001

Other info: