STATE OF NORTH CAROLINA                             ASSIGNMENT OF
                                              CONTRACT FOR THE PURCHASE
COUNTY OF WAKE                                AND SALE OF REAL PROPERTY


      This  Assignment  Of Contract For The  Purchase And Sale Of Real  Property
(the  "Assignment")  is made and entered  into as of the  Effective  Date as set
forth in Paragraph 11 hereof, by and between DIVERSIFIED  RESOURCES GROUP, INC.,
a Utah  Public  Company,  as  Assignor,  and MATHENY  DEVELOPMENT,  LLC, a North
Carolina Limited Liability Company, as Assignee.

                             W I T N E S S E T H:

      WHEREAS,  Assignor has entered into that certain Contract For The Purchase
And Sale Of Real Property,  dated April 8, 1999, as amended by: (i) that certain
First  Amendment To Contract For The  Purchase And Sale Of Real  Property  dated
________________;  (ii) that certain letter dated 10/28/99 from Richard W. Moore
to Howard P. Satisky;  and (iii) that certain letter dated 02/01/00 from Matheny
Development,  LLC, to David C. Falk,  Sr.  (collectively,  the  "Contract"),  by
virtue of which Assignor agreed to purchase from PCF Falls, LLC ("PCF"), and PCF
agreed to sell to Assignor  approximately  607.74 acres of real property located
in Wake County,  North  Carolina,  which property is more fully described in the
Contract (the "Property");

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      WHEREAS, by virtue of that certain Assignment Of Contract For The Purchase
And Sale Of Real Property dated  __________ (the "First  Assignment"),  Assignee
has previously assigned its rights under the Contract to Assignor;

      WHEREAS,  Assignor  now  desires to assign its  rights  and  delegate  its
obligations under the Contract to Assignee,  and Assignee desires to accept such
assignment and delegation;

      NOW, THEREFORE,  in consideration of the premises,  and for other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:

     1.  Assignment.  Subject to the  fulfillment by Assignee of its obligations
hereunder,  Assignor does hereby sell, assign,  transfer and convey to Assignee,
without  recourse,  all of Assignor's  right and interest in and delegate all of
Assignor's obligations as Buyer under the Contract.

       2. Acceptance And Assumption.  By execution hereof, Assignee accepts such
assignment and assumes and agrees to faithfully perform all duties,  obligations
and liabilities of Assignor under the Contract,  including,  but not limited to,
the  obligation  to pay  the  extension  fees  required  by  Paragraph  8 of the
Contract,  to pay the  Purchase  Price,  and to  faithfully  perform  all of its
obligations under this Assignment.

       3. Notice To PCF.  Within five (5) business days after  execution of this
Assignment by both parties,  Assignor  shall give PCF notice of this  Assignment
(without  disclosing  the terms  thereof) as required by Paragraph  13(f) of the
Contract.

     4. Consideration.  As the consideration to be given by Assignee to Assignor
for this Assignment,  Assignee agrees that, at the time of Assignee's closing of
its purchase of the Property pursuant to the Contract:

            a.    By virtue of such  closing,  Assignee  shall be deemed to have
                  forgiven  $1,250,000.00  of Assignor's debt to Assignee as set
                  forth  in  Paragraph  4.a of the  First  Assignment.  Assignee
                  agrees to execute such documents  evidencing such  forgiveness
                  as are reasonably requested by Assignor. At Closing,  Assignor
                  will issue to  Assignee  37,500,000  shares of the  restricted
                  common stock of Assignor in  satisfaction  of the remainder of
                  such debt.

            b.    By virtue of such  closing,  Assignee  shall be deemed to have
                  forgiven  one-third of the $1.25  million due Sagedale  Farms,
                  LLC  ("Sagedale"),  under that  certain  Promissory  Note from
                  Assignor to Sagedale.  Assignee agrees to execute and to cause
                  Sagedale to execute such documents evidencing such forgiveness
                  as are reasonably requested by Assignor.

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          c.   Assignee  shall  reimburse  Assignor all sums paid by Assignor to
               extend the Contract.

          d.   Assignee shall pay to Assignor, by wire transfer,  the sum of One
               Million Dollars ($1,000,000.00)

5.   Representations  Of Assignor.  Assignor  hereby  represents and warrants to
     Assignee as follows:

          a.   Assignor is a public stock company organized and in good standing
               under the laws of the State of Utah.

          b.   Assignor's  execution  and  delivery of this  Assignment  and its
               performance of its obligations  hereunder have been authorized by
               all  necessary   corporate   action.   The  person  signing  this
               Assignment on behalf of Assignor is duly authorized to do so.

          c.   The Contract  constitutes the entire  agreement  between Assignor
               and PCF  regarding  the  purchase and sale of the  Property.  The
               Contract is in full force and effect and has not been modified or
               amended  except  as set  forth in the  preamble  hereof.  Neither
               Assignor  nor, to Assignor's  knowledge,  PCF is in default under
               the Contract and, to Assignor's knowledge,  no event has occurred
               which,  by the passage of time or  otherwise,  might  result in a
               default under the Contract by either Assignor or PCF.

6.   Representations  Of Assignee.  Assignee  hereby  represents and warrants to
     Assignee as follows:

          a.   Assignee is a limited  liability  company  organized  and in good
               standing  under  the  laws of the  State of  North  Carolina.

          b.   Assignee's  execution  and  delivery of this  Assignment  and the
               performance of its obligations  hereunder have been authorized by
               all necessary Company action.  The person signing this Assignment
               on behalf of the Company is duly authorized to do so.

       7.  Assignee's  Failure To Close. If Assignee fails to close the purchase
and sale of the Property for any reason other than breach of the Contract by PCF
or Assignor's  undisclosed breach of the Contract, and provided that Assignee is
not in default under this  Assignment,  Assignee  shall reassign the Contract to
Assignor,  deliver to Assignor, at no cost to Assignor,  copies of all documents
and things obtained or generated by Assignee in furtherance of the Contract and,
upon such  assignment and delivery,  neither party shall have any further rights
or obligations hereunder.

     8. Notices. Notices required or permitted to be given under this Assignment
shall be in writing and may be: (i) hand  delivered by the sender;  (ii) sent by
nationally-recognized  overnight courier service;  or (iii) sent by certified or
registered mail, return receipt requested, and addressed as follows:

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If intended for ASSIGNOR:           Howard O. Davidsmeyer
                                    Chairman/CEO
                                    Diversified Resources Group, Inc.
                                    355 Interstate Boulevard
                                    Sarasota, FL 34240

If intended for ASSIGNEE:           James M. Matheny
                                    105 Fairway Valley Court
                                    Cary, NC 27513

or to such other person and/or  address as either party may provide to the other
in writing as provided herein for purpose of notice.

      A party sending any notice hereunder shall also send a copy to:

                              Richard W. Moore
                              Moore & Alphin, PLLC
                              3716 National Drive, Suite 100
                              Raleigh, NC  27612

      Any notice hand delivered or sent by courier service shall be deemed given
and received  upon actual  receipt.  Notice  mailed as above  provided  shall be
deemed given and received by the  addressee on the third  business day after the
same is posted.

     9. Assignment. Assignee may not assign its rights and obligations under the
Contract or this Assignment to any person or entity other than Assignor  without
the prior written consent of Assignor.

      10.  Construction.  This Assignment is a North Carolina contract and shall
be  interpreted  and enforced in accordance  with the laws of the State of North
Carolina.  Any action to enforce this the provisions of this Assignment shall be
filed in a court of competent jurisdiction in Wake County, North Carolina.

            This Assignment  embodies the entire  agreement  between the parties
hereto with  respect to the  Property  and the matters  set forth  herein.  This
Assignment can be modified or amended only by a document duly executed on behalf
of both of the parties hereto.

            The  captions   used  herein  are  inserted  only  as  a  matter  of
convenience and for reference and in no way define,  limit or describe the scope
of the intent of this Assignment or any section thereof.

            Unless the context clearly  intends to the contrary,  words singular
or plural in number shall be deemed to include the other and  pronouns  having a
masculine  or feminine  gender  shall be deemed to include  the other.  The term
"person"  shall be deemed to include an  individual,  corporation,  partnership,
trust,  unincorporated  organization,  government  and  governmental  agency  or
subdivision, as the context shall require.

            Notwithstanding  the  presumption  of law  whereby an  ambiguity  or
conflict in  provisions  shall be  construed  against the  drafter,  the parties


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hereto hereby agree that although one party may have generated this  Assignment,
each party has been afforded the  opportunity to consult with counsel of its own
choosing,  and  each  has  participated  in the  drafting  of  this  Assignment.
Therefore,  such  presumption  shall not be applied if any  provision or term of
this Assignment requires judicial interpretation.

            If any  term,  covenant  or  condition  of  this  Assignment  or the
application  thereof to any person or  circumstance  shall be  determined  to be
invalid or unenforceable,  the remainder of the Assignment or the application of
such term or provision to persons or circumstances, other than those to which it
is held invalid or  unenforceable,  shall not be affected  thereby and each term
shall be valid and  enforceable to the fullest extent  permitted by law, so long
as such invalidity does not materially  adversely affect the consideration to be
given by Assignee to Assignor hereunder.

     11. Effective Date. The Effective Date of this Assignment shall be the last
date upon which it is signed by any of the signatories  thereto, as shown by the
date of each party's execution set forth below.


      IN WITNESS  WHEREOF,  the parties have each executed this Assignment under
seal, as of the day and year first above written.



ASSIGNOR:

DIVERSIFIED RESOURCES GROUP, INC.   (Corporate Seal)

By:   _________________________________               _________________________
      ___________________________(Name)               Date
      ____________________________(Title)



ASSIGNEE:

MATHENY DEVELOPMENT, LLC            (Seal)

By:   _________________________________               ________________________
      James M. Matheny, Manager                             Date


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