Notts, who lie 23rd in the Second Division with just one victory, have seen the Carling Cup come as a welcome distraction, beating First Division outfits, Preston and Ipswich in earlier rounds.
Dearden said: "Us being drawn against Chelsea will give everyone in the city and club a lift because it's a great draw both in football terms and financially.
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"It's a bit like David and Goliath because they've spent something like £110million on players in the last couple of months and we haven't been able to afford to buy anyone for nearly two years. (I knew you'd get that one in, Bill)
"It's a very difficult place to go but we'll go down there and give our best and as long as we give a good account of ourselves, that's all I'm bothered about."