CONSULTANT

                              ENGAGEMENT AGREEMENT

         This Agreement supercedes and replaces the Corporate Advisor Engagement
Agreement,  (except  as to those  shares of Sun River  Energy,  Inc.  previously
issued to  Consultant),  made the 7th day of May, 2009, by and between Sun River
Energy,  Inc. (the "Company"),  located at 7609 Ralston Road,  Arvada,  Colorado
80002 and Jay Leaver (the  "Consultant"),  located at 1410 High Street,  Denver,
Colorado 80218.

         Sun River Energy, Inc. hereby engages Jay Leaver, as Consultant, under
the following terms and conditions, to be effective as of October 1, 2009.

         WHEREAS, the Company desires professional guidance and advice regarding
Energy  Exploration and Development and desires Consultant to aid it in business
matters; and

         WHEREAS, Consultant has expertise in the area of energy exploration and
project development and  implementation;  and is willing to act as an advisor to
the Company upon the terms and conditions set forth in this Agreement;

         WHEREAS, Consultant is to be hereby engaged to act as President of Sun
River Energy, Inc. on a part-time basis.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises herein contained, the parties hereto agree as follows:

1.       Duties, Scope of Agreement, and Relationship of the Parties

         (a) The  company  hereby  agrees to  retain  Consultant  as  President,
consistent  with  Consultant's  expertise and ability in energy  exploration and
development,  and Consultant agrees to so act for the Company during the term of
this  Agreement  under the Job  Description  attached  as Exhibit B. All parties
understand that Consultant has many other business  interests and will devote as
much time as in his  discretion  as  necessary  to perform his duties under this
Agreement.  In addition,  the company  understands that consultant's  efforts on
behalf of his other interests are the sole and separate property of Consultant.

         (b) The services rendered by consultant to the company pursuant to this
Agreement shall be as an independent contractor at times and dates convenient to
Consultant,  and this  Agreement  does not make  Consultant  the employee of the
Company  for any  purpose  whatsoever.  No  right or  authority  is  granted  to
Consultant to assume or to create any obligation or responsibility, in excess of
$2,500,  express or implied, on behalf of or in the name of the company,  expect
as authorized  by  Resolution  of the Board of Directors.  The company shall not
withhold for  Consultant  any federal or state taxes from the amounts to be paid
to consultant hereunder, and Consultant agrees that he will pay all taxes due on
such amounts.


<PAGE>




         (c)  Consultant  agrees to make  available  to Company his  services as
President on an as needed basis on reasonable request.  Consultant shall provide
planning and other  advisory  services as are necessary to carryout the business
of the Company.

2.       Compensation

(a) The  Company  will pay  $6,000  per  month on the 15th day of each  month to
Consultant as a consulting  fee.  These payments will be made to the account and
entity designated by Consultant.

(b)      Stock compensation is detailed in Exhibit "A".

(c) Other forms of compensation  may occur depending on the nature of a specific
engagement and only upon the mutual agreement of both parties.

3.       Expenses

         The Company shall reimburse Consultant for all pre-approved  reasonable
and  necessary  expenses  incurred by it in carrying  out its duties  under this
Agreement  including  travel.  Consultant  shall  submit  related  receipts  and
documentation with his request for reimbursement.

4.       Renewal; Termination

         (a)  This  Agreement   shall  continue  in  effect  for  6  months  and
thereafter,  if not then terminated,  shall be renewed annually until terminated
by the  parties.  Either  the  Company  or the  Consultant  may  terminate  this
Agreement by giving the other party fifteen (15) days written notice..  However,
termination  of  Consultant  by the Company shall not relieve the Company of its
financial obligations to Consultant as defined herein.

         (b) Subject to the continuing obligations of Consultant under Section 5
below,  either party may terminate this Agreement at any