EXHIBIT 10.1

                                FARMOUT AGREEMENT


         WHEREAS:  Bedrock Energy, Inc. wishes to enter into a FARMOUT agreement
for certain  leases with Sun River Energy,  Inc.  ("Farmor")  dated November 10,
2007.

         NOW THEREFORE:

         The purposes of this letter  agreement is to  consolidate  and merge in
writing all of the terms and conditions of prior agreements  reached between Sun
River Energy, Inc. as "Farmor" and Bedrock Energy, Inc.  hereinafter referred to
as  "Farmee,"  whereby  Farmee will commit and be obligated to drill one well to
earn interests in the leases  described on Exhibit A, according to the terms and
conditions as outlined below:

         For and in consideration of mutual benefits,  detriments, and promises,
the  adequacy of which is hereby  acknowledged,  Farmor  hereby grant Farmee the
right to explore the subject leases under the terms hereof as follows:

1.       DEFINITIONS

         (A)      "Contract  Depth" means a depth  sufficient to penetrate  into
                  the  Sussex  formations  or to a final  depth  of  4,000  feet
                  subsurface, whichever depth first occurs.

         (B)      "Effective Date" will mean November 10, 2007.

         (C)      "Farmout Lands" means the Farmor  leaseholding net interest in
                  and to the  mineral  leases  set forth in  Exhibit A  attached
                  hereto and made a part hereof.

2.       EXHIBITS

         The following  Schedules and Exhibits are attached hereto and made part
of this Agreement:

         (A)      Exhibit A is a map which provides a general description of the
                  Farmout  Lands  known  also  as  the  "subject  leases,"  also
                  described as Lease No.  06-00256,  Wyoming State,  Section 36,
                  T41N, R81W.

         (B)      The AAPL Joint  Operating  Agreement will be executed  between
                  the Farmor and Farmee,  which agreement governs  operations on
                  the subject leases and the various amendments thereto,  all of
                  which are incorporated herein by reference




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3.       CONSIDERATION AND COMMITMENT

         (A)      Farmee hereby commits to drill one obligation well to contract
                  depth; and

         (B)      Farmor and Farmee agree to all other terms and  conditions  of
                  this Agreement.

4.       OBLIGATION WELL

         (A)      Farmee  shall be the  operator  of all  Exploration  Wells and
                  development wells;

         (B)      Farmee on or before November 1, 2008, or as soon thereafter as
                  field,  weather,  and  regulations  permit,  shall commence to
                  drill the initial Test Well at a location prescribed by Farmee
                  on the  Farmout  Lands to the test  depth,  and  Farmee  shall
                  continuously  drill  and  test  any and  all  zones  which  by
                  engineering,  log,  and/or  geological  analysis  suggest  the
                  presence of hydrocarbons and shall complete the well and fully
                  equip with all necessary facilities and secure and acquire all
                  necessary regulatory permits for production and water disposal
                  required to test and produce any  economic  hydrocarbons  from
                  such test well and, if non-producible,  shall abandon the well
                  all  at  the  sole  cost,  risk,  and  expense  of  Farmee  in
                  accordance   with  the  provisions  of  the  Joint   Operating
                  Agreement attached hereto as Exhibit B; and

5.       INTEREST EARNED

         (A)      Farmor represent to Farmees that Farmor own an 80%% NRI in the
                  subject leases.

         (B)      Provided Farmee is not in default hereunder, Farmee shall earn
                  in the Farmout Lands an undivided 100% of the Farmor's working
                  interest  in,  to,  and  of  the  hydrocarbons,  subject  to a
                  non-convertible  Overriding  Royalty  (ORR)  reserved  to  the
                  Farmor  of 2%,  such ORR to be free  and  clear of any and all
                  exploration,  development,  drilling, completion,  production,
                  processing, water disposal, and gas gathering costs.

6.       RENTALS

         Farmee  shall be  responsible  for payment of 100% of the  leaseholding
         rentals  for the  Farmin  Lands  from  the  date of  execution  of this
         Agreement,  provided  that the  Farmee  shall  not pay  rentals  on any
         leaseholds Farmee holds by production.


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7.       ADDITIONAL PROVISIONS

         (A)      Backin for Farmor:  Farmor, shall receive, after payout of all
                  costs of drilling, completion pipeline, production facilities,
                  and fees,  a backin  interest  of twenty  five  percent of the
                  working  interest in the wells drilled on the subject  leases,
                  on a well by well basis.

         (B)      Farmee  shall be  responsible  for  providing  all  accounting
                  records to Farmor to support a  determination  by a  qualified
                  account  of all costs of  exploration,  drilling,  completion,
                  pipeline, production facilities, and fees.

         (C)      Prior to the spudding of the Initial Well, Parties shall enter
                  into a mutually  acceptable AAPL 610-1989 Operating  Agreement
                  covering the subject  leases.  Said Operating  Agreement shall
                  declare  Farmee  as  Operator  and shall  include,  but not be
                  limited to, among others, the following provisions:
                  (i)      Preferential Right to Purchase will be deleted in its
                           entirety; and
                  (ii)     Non-consent penalties will be 300% / 300%.

         (D)      Force Majeure provisions,  Federal Lease Stipulations, and rig
                  availability   shall   apply  to  all   drilling   commitments
                  hereunder.

         (E)      Geological  information  and well  data  from  any  Test  Well
                  drilled  hereunder  shall be  provided  to Farmor by Farmee in
                  confidence as trade secrets, not to be published.

         (F)      Farmee may assign  all of the rights and  obligations  created
                  under this Agreement,  subject to Farmor's written permission,
                  which permission shall not be unreasonably withheld.

         (G)      Farmor  and  Farmees  shall  enter  into an  "Area  of  Mutual
                  Interest"  Agreement  for a radius of three  miles  around the
                  subject  leases on or before the  drilling of the initial test
                  well.

         (H)      Farmor will  provide an Abstract  and Mineral  Title  Lawyer's
                  Opinion  within thirty days  hereafter on the subject  leases.
                  Farmee shall pay any costs  thereof.  If any title defects are
                  noted,  Farmor agree to take whatever action is appropriate to
                  correct the defects, promptly, to allow drilling to commence.

8.       ADDRESS FOR SERVICE

         The address for each of the Parties for service of notices  shall be as
follows:

FARMOR:                                           FARMEE:
Sun River Energy, Inc.                            Bedrock Energy, Inc.
10200 West 44th Ave., Suite 210E                  6795 E. Tennessee Avenue
Wheat Ridge, CO 80033                             Denver, CO 80224

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9.       EXECUTION

         Execution of the signature  page to this Agreement by your company will
constitute an Agreement between our companies.

If this  reflects your  understanding  of the terms and  conditions  agreed upon
respecting  this  Agreement,  please execute and return one signature page to my
attention.

10.      ENTIRE AGREEMENT INCORPORATION

         This Agreement and the documents and instruments  and other  agreements
         among the  parties  hereto as  contemplated  by or  referred  to herein
         contain every obligation and understanding between the parties relating
         to  the  subject  matter  hereof  and  merges  all  prior  discussions,
         negotiations,  agreements and understandings, both written and oral, if
         any,  between  them,  and  none of the  parties  shall  be bound by any
         conditions, definitions, understandings,  warranties or representations
         other than as expressly  provided or referred to herein. All schedules,
         exhibits and other  documents  and  agreements  executed and  delivered
         pursuant  hereto  are  incorporated  herein  as if set  forth  in their
         entirety herein.

11.      BINDING EFFECT

         This  Agreement  shall be binding  upon and inure to the benefit of the
         parties  hereto  and  their  respective  successors,   heirs,  personal
         representatives, legal representatives, and permitted assigns.

12.      ASSIGNMENT

         This  Agreement  may not be assigned  by any party  without the written
         prior  consent of the other  parties  hereto.  Subject to the preceding
         sentence,  this Agreement  shall be binding upon and shall inure to the
         benefit of the  parties  hereto  and their  respective  successors  and
         permitted assigns.

13.      WAIVER AND AMENDMENT

         Any  representation,  warranty,  covenant,  term or  condition  of this
         Agreement  which may legally be waived,  may be waived,  or the time of
         performance thereof extended,  at any time by the party hereto entitled
         to the benefit  thereof,  and any term,  condition  or covenant  hereof
         (including,  without limitation,  the period during which any condition
         is to be satisfied or any  obligation  performed) may be amended by the
         parties  thereto at any time.  Any such waiver,  extension or amendment
         shall be evidenced by an  instrument  in writing  executed on behalf of
         the party against whom such waiver, extension or amendment is sought to
         be charged. No waiver by any party hereto,  whether express or implied,
         of its rights under any provision of this Agreement shall  constitute a
         waiver of

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         such party's rights under such provisions at any other time or a waiver
         of such party's rights under any other provision of this Agreement.  No
         failure by any party  thereof to take any action  against any breach of
         this Agreement or default by another party shall constitute a waiver of
         the former  party's right to enforce any provision of this Agreement or
         to take action against such breach or default or any subsequent  breach
         or default by such other party.

14.      NO THIRD PARTY BENEFICIARY

         Nothing expressed or implied in this Agreement is intended, or shall be
         construed,  to confer  upon or give any Person  other than the  parties
         hereto and their  respective  heirs,  personal  representatives,  legal
         representatives,  successors  and  permitted  assigns,  any  rights  or
         remedies  under or by reason  of this  Agreement,  except as  otherwise
         provided herein.

15.      SEVERABILITY

         In the event that any one or more of the  provisions  contained in this
         Agreement,  or the application thereof, shall be declared invalid, void
         or unenforceable by a court of competent jurisdiction, the remainder of
         this  Agreement   shall  remain  in  full  force  and  effect  and  the
         application of such provision to other Persons or circumstances will be
         interpreted  so as  reasonably  to effect  the  intent  of the  parties
         hereto.  The parties  further  agree to replace such  invalid,  void or
         unenforceable  provision  with a valid and  enforceable  provision that
         will achieve, to the extent possible, the economic,  business and other
         purposes of such invalid, void or unenforceable provision.

16.      EXPENSES

         Except as otherwise provided herein,  each party agrees to pay, without
         right of  reimbursement  from the other party, the costs incurred by it
         incident to the performance of its obligations under this Agreement and
         the consummation of the transactions  contemplated  hereby,  including,
         without   limitation,   costs  incident  to  the  preparation  of  this
         Agreement,  and the fees and disbursements of counsel,  accountants and
         consultants employed by such party in connection herewith.

17.      HEADINGS

         The section and other  headings  contained  in this  Agreement  are for
         reference   purposes   only  and  shall  not  affect  the   meaning  or
         interpretation of any provisions of this Agreement.

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18.      OTHER REMEDIES: INJUNCTIVE RELIEF

         Except  as  otherwise  provided  herein,  any and all  remedies  herein
         expressly conferred upon a party will be deemed cumulative with and not
         exclusive of any other  remedy  conferred  hereby,  or by law or equity
         upon such party, and the exercise by a party of any one remedy will not
         preclude the  exercise of any other  remedy.  The parties  hereto agree
         that  irreparable  damage  would  occur  in the  event  that any of the
         provisions of this  Agreement  were not  performed in  accordance  with
         their  specific  terms or were  otherwise  breached.  It is accordingly
         agreed that the parties  shall be  entitled  to seek an  injunction  or
         injunctions  to  prevent  breaches  of this  Agreement  and to  enforce
         specifically the terms and provisions hereof in any court of the United
         States or any state having jurisdiction,  this being in addition to any
         other  remedy to which they are  entitled  at law or in equity.  In any
         action at law or suit in equity to enforce this Agreement or the rights
         of the parties  hereunder,  the prevailing  party in any such action or
         suit shall be entitled to receive a reasonable  sum for its  attorneys'
         fees and all other  reasonable  costs  and  expenses  incurred  in such
         action or suit.

19.      COUNTERPARTS

         This Agreement may be executed in any number of  counterparts,  each of
         which  shall be  deemed an  original  but all of which  together  shall
         constitute one and the same instrument.  Facsimile  signatures shall be
         deemed valid and binding.

20.      GOVERNING LAW

         This  Agreement  has been  entered  into and  shall  be  construed  and
         enforced in accordance with the laws of the State of Colorado,  without
         reference to the choice of law principles thereof.

21.      JURISDICTION AND VENUE

         This Agreement  shall be subject to the exclusive  jurisdiction  of the
         courts of Jefferson  County,  Colorado.  The parties to this  Agreement
         agree that any breach of any term or condition of this Agreement  shall
         be deemed to be a breach by  virtue  of a  failure  to  perform  an act
         required to be performed and  irrevocably and expressly agree to submit
         to the  jurisdiction  of the  courts of the State of  Colorado  for the
         purpose of resolving  any disputes  among the parties  relating to this
         Agreement  or  the  transactions   contemplated   hereby.  The  parties
         irrevocably  waive,  to  the  fullest  extent  permitted  by  law,  any
         objection  which they may now or hereafter  have to the laying of venue
         of any suit,  action or  proceeding  arising out of or relating to this
         Agreement,  or any  judgment  entered  by any court in  respect  hereof
         brought in Jefferson County,  Colorado,  and further  irrevocably waive
         any claim that any suit,  action or  proceeding  brought  in  Jefferson
         County, Colorado has been brought in an inconvenient forum.


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22.      PARTICIPATION OF PARTIES

         The  parties  hereby  agree  that they have had the  opportunity  to be
         represented  by counsel  during the  negotiation  and execution of this
         Agreement and, therefore, waive the application of any law, regulation,
         holding,  or rule of  construction  providing  that  ambiguities  in an
         agreement  or  other  document  will be  construed  against  the  party
         drafting such agreement or document.

23.      FURTHER ASSURANCES

         The  parties  hereto  shall  deliver any and all other  instruments  or
         documents reasonably required to be delivered pursuant to, or necessary
         or proper in order to give  effect to, all of the terms and  provisions
         of  this  Agreement  including,   without  limitation,   all  necessary
         assignments, division orders, and such other instruments of transfer as
         may be necessary or desirable to effectuate this Agreement.

SUN RIVER ENERGY, INC.                            BEDROCK ENERGY, INC.



By:                                               By:
---------------------------------                 ---------------------------
President                                         President

STATE OF COLORADO       )
                        ) ss.
COUNTY OF JEFFERSON     )

         On this _________ day of  __________,  before  me, the  undersigned,  a
Notary  Public in and for said State,  personally  appeared  Wesley F.  Whiting,
President  of Sun River  Energy,  Inc.,  known to be the  person  whose  name is
subscribed  to this  within  instrument,  and  who  upon  oath  swore  that  the
statements therein contained are true and correct.

WITNESS my hand and official seal.
My Commission expires: __________

                                                    ----------------------------
                                                    Notary Public


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<PAGE>


STATE OF________________    )
                            ) ss.
COUNTY OF_______________    )

On this _______day  of_________________,  2007,  before me, the  undersigned,  a
Notary    Public    in    and    for    said    State,    personally    appeared
_______________________,  President of______ _________________ known to me to be
the person whose name is subscribed to this within instrument, and who upon oath
swore that the statements therein contained are true and correct.

WITNESS my hand and official seal.
My Commission expires: __________


                                                     ---------------------------
                                                     Notary Public






























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