Funding and Stock Subscription Agreement among Tampa Bay Financial, Diversified Resources Group, and Aero Group International

 Funding and Stock Subscription Agreement This Agreement, made and entered into this ____ day of January, 2002 by and between Tampa Bay Financial, Inc., a Florida corporation ("TBF"), and Diversified Resources Group, Inc., a Utah corporation ("DRGR") and its wholly owned subsidiary Aero Group International, Corporation, Inc., a Nevada corporation ("AGI"). Whereas, DRGR and AGI desire funding at a level totaling One Million Five Hundred Thousand Dollars ($1,500,000.00) for the twelve (12) month period commencing March 1, 2002, based on the attached budget including Two Hundred Fifty Thousand Dollars ($250,000.00), which shall consist of One Hundred Thousand Dollars ($100,000.00) on or before closing and an additional One Hundred Fifty Thousand Dollars ($150,000.00) within ten (10) days of Closing of the Agreement and Plan of Exchange with Diversified Resources Group, Inc., Aero Group International Corporation, Inc. and TBF, subject to a Promissory Note from TBF to DRGR/AGI; and Whereas, TBF desires to provide such funding in exchange for the issuance of stock of the Company. Now, therefore, for reasonable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Funding. TBF agrees to provide, directly or indirectly, the sum of One Hundred Thousand ($100,000.00) on or before the Closing Date of this transaction, plus the additional sum of One Million Two Hundred Fifty Thousand ($1,250,000) to DRGR and AGI on a monthly basis in accordance with the following schedule: DRGR AGI March 1, 2002 $4,166 $100,000 April 1, 2002 $4,166 $100,000 May 1, 2002 $4,166 $100,000 June 1, 2002 $4,166 $100,000 July 1, 2002 $4,166 $100,000 August 1, 2002 $4,166 $100,000 September 1, 2002 $4,166 $100,000 October 1, 2002 $4,166 $100,000 November 1, 2002 $4,166 $100,000 December 1, 2002 $4,166 $100,000 January 1, 2003 $4,166 $100,000 February 1, 2003 $4,174 $100,000 1 In consideration for the stock of DRGR/AGI to be issued to TBF, it is agreed that TBF will assist in the implementation of a strategic plan for public relations and dissemination of promotional materials post-closing, and to create visibility and public awareness for DRGR/AGI post-closing, and to provide financial contacts for further capitalization through Sherman Lazrus and Mark Neuhaus for financing arrangements that have been established and/or disclosed prior to the closing, at no charge to DRGR/AGI. Subsequent to the Closing, TBF and its designees will also perform inkind services as designated and instructed by DRGR/AGI through its Board of Directors for which consulting services will be compensated as a credit only for the use of corporate jets and/or payment towards agreed upon vehicles, to the extent available. Any credits not used within one year will be forfeited. TBF agrees that it shall pay an aggregate sum of Two Hundred Fifty Thousand Dollars ($250,000.00) no later than ten (10) days of Closing to DRGR/AGI in exchange for a release of all inter-company liability between TBF and DRGR/AGI, and specifically the complete satisfaction of the Promissory Note between TBF and AGI/Mark Daniels in the amount of One Hundred Thousand Dollars ($100,000.00) dated January 25, 2002. 2. Consideration. In consideration of the payments set forth above, DRGR shall issue to TBF (or to such persons as TBF may designate in compliance with all applicable laws) restricted common stock of DRGR, to be released each month upon receipt by DRGR and AGI of the required payments by TBF for such time period at the rate of 1/12 per month based upon total possible shares of 50,500,000 shares upon receipt of the specific monthly funds by DRGR/AGI, as set forth above, which equals 4,208,333 shares per month. 3. Change in Control. In the event of a merger, sale, recapitalization, or any other transaction which substantially alters the role of TBF in the affairs of DRGR, TBF shall be entitled to receive all shares issuable under this Agreement, upon the receipt by AGI and DRGR of the balance of the funds due under this Agreement from TBF. 4. The terms and conditions of the associated Agreement and Plan of Exchange are incorporated herein by reference, and in the event of any inconsistencies, this document shall control. 2 In witness whereof, the parties have executed this Agreement on the date set forth above. Tampa Bay Financial, Inc. By:/s/ Carl L. Smith Carl L. Smith, Chief Executive Officer Aero Group International Corporation By:/s/Mark Daniels Mark Daniels, Chief Executive Officer Diversified Resources Group, Inc. - Utah By:/s/Mark Daniels Mark Daniels, Chief Executive Officer