ASSET PURCHASE AGREEMENT

                            ASSET PURCHASE AGREEMENT

     ASSET   PURCHASE   AGREEMENT   ("Agreement"),   dated as of September ___, 2006
between Nova Leasing,   LLC   ("Seller"),   and Sun River Energy,   Inc., a Colorado
Corporation ("Buyer")

                                     RECITALS:

         WHEREAS, Seller holds certain mineral lease interests listed on Exhibit
A for the exploration of minerals in Wyoming ("Assets") hereafter;

         WHEREAS,   Seller   desires   to convey   such   assets to Buyer   subject to
certain conditions, and Buyer desires to acquire such assets, upon the terms and
subject to the conditions herein set forth; and

         NOW,   THEREFORE,   in   consideration   of the   premises   and   the   mutual
covenants and   agreements   herein   contained,   and intending to be legally bound
hereby, Seller and Buyer agree as follows:

                                    ARTICLE 1
                              TERMS OF TRANSACTION

1.1                Assets to be Transferred. At the Closing, and on the terms and
                  subject of the conditions set forth in this Agreement,   Seller
                  shall sell, assign, transfer, deliver and convey to Buyer, and
                  Buyer shall purchase from Seller, the assets listed on Exhibit
                   A.
1.2                Purchase Price and Payment.   In   consideration of the transfer
                  by Seller   to Buyer of the   assets,   Buyer   shall   provide   to
                  Seller the consideration as follows: $6,600,000; $3,300,000 in
                  the form of a Promissory Note bearing interest at 7.5%, due in
                  three   payments:    $1,100,000    March   15,   2007   at   closing,
                  $1,100,000 by November 30, 2007 and $1,100,000 by November 30,
                   2008,   notes to be secured by assets   listed on Exhibit A, and
                  880,000   shares of   restricted   common stock of Buyer with
                  registration   rights to be distributed   pro-rata to holders of
                  interests in Seller.


                                    ARTICLE 2
                                     CLOSING

2.1                Closing; Closing Date. The closing of the transactions  
                  contemplated hereby (the "Closing") shall occur on or before
                  October 15, 2006

         At the Closing,   each of the parties   hereto   shall make the   following
deliveries or such deliveries in substitution   therefore as are   satisfactory to
the indicated recipient:


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2.2       Deliveries by Seller.

(1)   Seller   shall   deliver to Buyer:   Assignment   of Leases to the assets as is
     appropriate.


(2)   The   assignments   shall   c