[letterhead of Leonard W. Burningham]



March 27, 2002



Re:       Issuance of compensatory shares of common stock of
          Diversified Resources Group, Inc., a Utah corporation
          (the "Company"), to five employees or consultants of
          the Company to be registered on Form S-8 of the
          Securities and Exchange Commission

Dear Ms. Cook and Messrs. Veal, Davidsmeyer, Wagoner and Wilkins:

          I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a Long Term Incentive Plan to be prepared by this office.

          I have prepared a brief Summary of the proposed amendments of the
Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.

          Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an EDGAR
filing), indicating, if applicable, that these prohibitions do not relate to
you or the services you are to render.  If you provide separate hand written
comments, I will be happy to have them typed on this Summary.

          I have been advised that the Company's 10-K Annual Report for the
year ended December 31, 2000, and the 10-Q Quarterly Reports for the quarters
ended March 31, June 30 and September 30, 2001, and a copy of the Long Term
Incentive Plan regarding the shares to be issued pursuant to the S-8 has been
provided to you by the Company.

          Thank you very much.

                              Yours very sincerely,

                              /s/Leonard W. Burningham

                              Leonard W. Burningham


LWB
Enclosures
cc:       Diversified Resources Group, Inc.