PROMISSORY NOTE
$6,600,000.00
____________, Colorado
_______________, 2006
FOR VALUE RECEIVED, SUN RIVER ENERGY, INC., a Colorado
corporation ("Maker"),
promises to pay to the order of NOVA
LEASING, LLC, a
Wyoming limited liability company, at P.O. Box 3412, Casper, WY 82602 (or, at
the option of the legal holder of this Note, at such other place as said
holder
shall designate in writing), in coin or currency which, at the
time or times of
payment, is legal
tender for public or private debts in the United States,
the
principal sum of
SIX MILLION SIX HUNDRED THOUSAND AND 00/100ths DOLLARS
($6,600,000.00), with interest thereon from the date hereof at the
rate of seven
and one half percent
(7 1/2%) per annum.
All principal
and accrued
interest
shall become due and payable on October 15, 2008.
Maker shall pay this note in installments as follows: (i) the
first installment shall be the principal sum of One Million One
Hundred Thousand
and no/100ths
Dollars ($1,100,000.00) and accrued interest due on or before
March 15, 2007; (ii)
the second installment
shall be the principal
sum of Two
Million Eight Hundred Thousand and no/100ths Dollars
($2,800,000.00) and accrued
interest due on or before October 15, 2007; and (iii) third
installment shall be
the principal sum of Two Million Seven Hundred Thousand and no/100ths
Dollars
($2,700,000.00) and
accrued interest due
on or before October
15, 2008. The
balance of
principal and interest shall be due and payable on the date
hereinabove set forth. Maker may prepay any amount due hereunder
upon payment of
a Thirty Percent (30%) prepayment penalty on the sum(s)
prepaid.
The payment of this Note and all interest herein is secured in
part by a Mortgage,
Assignment of Production, Security Agreement and
Financing
Statement ("Mortgage"), said Mortgage being of even date herewith
and being duly
recorded in the Counties of Converse and Natrona, Wyoming. This Note is to be
construed according to the laws of the State of Wyoming.
If there shall be any
default in the making of any payment as
herein provided, or any part thereof, or in the performance of any
of the terms,
agreements, covenants, or conditions contained in said Mortgage,
then the entire
principal amount
hereof, together with
all accrued interest and any additional
sums to be paid under the Mortgage or advanced by the holder hereof, at the
election of the holder
hereof, shall at once become due and
payable and shall
bear interest at the
rate of fifteen
percent (15%) per
annum. The failure
to
exercise this election upon a default shall not constitute a waiver
of the right
to exercise this option in the event of any subsequent or
continuing default.
<PAGE>
The provisions
of this Note and of all agreements between
Maker and the holder hereof are hereby expressly limited so that in no
contingency or event
whatsoever
shall the amount paid
or agreed to be paid to
th
