ASSET PURCHASE AGREEMENT

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT ("Agreement"), dated as of September 25, 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 to
     the   conditions   set forth in this   Agreement,   Seller shall sell,   assign,
     transfer,   deliver   and   convey to Buyer,   and Buyer   shall   purchase   from
     Seller,   an 85% working interest in 80% net revenue interest for the assets
     listed on Exhibit A with the effective   date of transfer   October 25, 2006,
     subject to drilling commitments in Exhibit B. The assignments   delivered by
     Seller are not to be filed or   recorded   until   after the first   payment is
     received by Seller from Buyer on or before March 15, 2007.   If said payment
     is not made timely and in full, the assignments shall be returned to Seller
     and all rights and duties under this agreement terminate.

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 in the form of a Promissory   Note bearing   interest at
     7.5%,   due in three   payments:   $1,100,000   on or before   March   15,   2007,
     $2,800,000 on October 15, 2007 and $2,700,000 on October 15, 2008, notes to
     be   secured   by   assets   listed on   Exhibit   A.   Note   shall   contain a 30%
     prepayment   penalty,   but the note and security agreement shall provide for
     substitution of collateral of equivalent or better   security.   In addition,
     the Buyer shall issue to Seller 880,000   shares of restricted   common stock
     of Sun River   Energy,   Inc.,   (to be issued   as   additional   consideration,
     effective   October 5, 2006) which shares   shall be subject to   registration
     rights,   in favor of seller.   The   transfer   of stock by Buyer to Seller is
     non-refundable.


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1.3   The parties have agreed that the Seller's   retained 15% working interest is
     to be carried as a working   interest   participant   on the assets   listed in
     Exhibit A as set forth on Exhibit B and within the area of mutual   interest
     as described on Exhibit C.

                                    ARTICLE 2
                                      CLOSING

2.1   Closing; Closing Date. The closing of the transactions   contemplated hereby
     (the "Closing") shall occur on or before October 25, 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 in