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  Energy  West  Corporation  (the  "Consultant"),  located at 1410 High
Street, Denver, Colorado 80218.

     Sun  River  Energy,  Inc.  hereby  engages  Energy  West  Corporation,   as
Consultant,  under the  following  terms and  conditions,  to be effective as of
October 15, 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,  James E.  Sullivan  ("Sullivan")  is employed by  Consultant
and has  expertise  in the area of energy exploration and project development
and implementation;

         WHEREAS,  Consultant  is willing to provide the services of Sullivan to
act as a part-time  advisor  and  consultant  to the Company  upon the terms and
conditions set forth in this Agreement.  Unless  specified  otherwise,  James E.
Sullivan and Energy West  Corporation  shall  together  herein be referred to as
Consultant;

         WHEREAS,  Consultant is to be hereby engaged to provide the services of
Sullivan  to act as Vice  President  of  Land 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  to provide  the
services of Sullivan as Vice  President of Land,  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 and
Sullivan 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 hereby agrees that Consultant's and Sullivan's efforts and
all  forms of  beneficial  interest  related  to,  or  otherwise  connected  to,
Consultant's  other  business  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 Sullivan, and this Agreement does not make Consultant or Sullivan
the employee of the Company for any purpose whatsoever. No right or authority is
granted to  Consultant  or  Sullivan  to assume or to create any  obligation  or
responsibility,  in excess of $2,500.00,  express or implied, on behalf of or in
the name of the Company,  expect as  authorized  by  Resolution  of the Board of
Directors or other management  personnel  designated by the Company. 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.

         (c)  Consultant  agrees to make  Sullivan  available to Company as Vice
President of Land on a part-time as needed basis upon reasonable  request by the
Company.  Sullivan  shall provide  planning and other  advisory  services as are
necessary to carryout the business of the Company.

2.       Compensation

         (a) The Company  will pay  Consultant a day rate of $600.00 per day for
consulting work performed on Sun River Projects, as directed by the President or
Board. Such day rate shall be billed per each calendar month and paid by Company
on the 15th day of the following month.

         (b)      In addition to the day rate (a) Company  shall deliver to
Consultant  the 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 time if the other party
shall fail to fulfill any material obligation under this Agreement and shall not
have cured the breach within ten (10) days after having received notice thereof.

         (c)  Termination or expiration of this  Agreement  shall not extinguish
any rights of compensation that shall accrue prior to the termination.


<PAGE>





5.       Confidential Information

         (a)  "Confidential  Information,"  as  used in this  Section  5,  means
information  that is not generally  known and that is proprietary to the Company
or that the  Company is  obligated  to treat as  proprietary.  This  information
includes, without limitation:

                  (i)      Trade secret information about the Company and its
                           products;

                  (ii)     Information  concerning  the  Company's  business as
                           the Company has  conducted it since the Company's
                           incorporation or as it may conduct it in the future;
                           and

                  (iii)    Information  concerning  any of the  Company's  past,
                           current,  or  possible  future  products,   including
                           (without limitation)  information about the Company's
                           research,   development,   engineering,   purchasing,
                           manufacturing,  accounting,  marketing,  selling,  or
                           leasing efforts.

         (b) Any information that Consultant  reasonably considers  Confidential
Information, or that the Company treats as Confidential Information,  due to its
unique nature purchased or developed by the Company, not available in the public
domain  or  licensed  or  copyrighted   information   will  be  presumed  to  be
Confidential  Information  (whether  Consultant  or  others  originated  it  and
regardless of how obtained).

         (c) Except as  required  in its duties to the  Company,  Consultant  or
Sullivan  will  never,  either  during  or  after  the  term of this  Agreement,
intentionally use or disclose such  aforedescribed  Confidential  Information to
any person not authorized by the Company to receive it.

         (d) If this  Agreement is  terminated,  Consultant  and  Sullivan  will
promptly  turn over to the Company all records and any  compositions,  articles,
devices,   apparatus  and  other  items  that  disclose,   describe,  or  embody
Confidential Information,  including all copies, reproductions, and specimens of
the Confidential Information in its possession, regardless of who prepared them.
The rights of the  Company  set forth in this  Section 5 are in  addition to any
rights  of  the  Company  with  respect  to   protection  of  trade  secrets  or
confidential  information  arising  out of the common or  statutory  laws of the
State of Colorado or any other state or any country wherein  Consultant may from
time to time perform services  pursuant to this Agreement.  This Section 5 shall
survive the termination or expiration of this Agreement.


<PAGE>




6.       False or Misleading Information

         The Company  warrants  that it will provide  Consultant  with  accurate
financial,  corporate,  and other data required by Consultant  and necessary for
full  disclosure  of all facts  relevant to any efforts  required of  Consultant
under this Agreement. Such information shall be furnished promptly upon request.
If the Company fails to provide such information, or if any information provided
by the Company to  Consultant  shall be false or  misleading,  or if the Company
omits or  fails  to  provide  or  withholds  relevant  material  information  to
Consultant or to any  professionals  engaged  pursuant to paragraph  5(d) above,
then,  in such  event,  any and all fees  paid  hereunder  will be  retained  by
Consultant as liquidated  damages and this Agreement  shall be null and void and
Consultant shall have no further obligation hereunder.  Further, by execution of
this Agreement,  the Company hereby indemnifies Consultant and Sullivan from any
and all costs for  expenses  or  damages  incurred,  and  holds  Consultant  and
Sullivan  harmless from any and all claims and/or  actions that may arise out of
providing false or misleading information or by omitting relevant information in
connection with the efforts required of Consultant under this Agreement.

7.       Consultant's Best efforts and No Warranty of Information

         Consultant  shall  use its best  efforts  to use and  provide  reliable
information  and business  techniques  associated with the oil and gas business.
However,  Consultant makes no warranty as to the completeness or  interpretation
of such information, nor does Consultant warrant such information with regard to
errors  or  omissions   contained   therein.   Any  reserve   estimates,   price
calculations,  price  forecasts,  exploration  potential  predictions or similar
information  provided by  Consultant  are, or may well be  estimates  only,  and
should not be considered  predictions of actual results.  Mineral title opinions
shall not be Consultant's responsibility.

8.       Miscellaneous

               (a)  Successors  and  Assigns.  This  Agreement is binding on and
                    ensures  to the  benefit of the -  Company.  Company  cannot
                    assign   this   Agreement   without   Consultant's   written
                    agreement.

               (b)  Modification. This Agreement may be modified or amended only
                    by a writing signed by both the - Company and Consultant.

               (c)  Governing   Law.  The  laws  of  Colorado  will  govern  the
                    validity,  construction,  and performance of this Agreement.
                    Any  legal  proceeding  related  to this  Agreement  will be
                    brought  in an  appropriate  Colorado  court,  and  both the
                    Company  and  Consultant  hereby  consent  to the  exclusive
                    jurisdiction of that court for this purpose.


<PAGE>




               (d)  Construction.  Wherever  possible,  each  provision  of this
                    Agreement  will be interpreted so that it is valid under the
                    applicable law. If any provision of this Agreement is to any
                    extent invalid under the applicable law, that provision will
                    still be  effective  to the  extent it  remains  valid.  The
                    remainder of this  Agreement also will continue to be valid,
                    and the entire  Agreement will continue to be valid in other
                    jurisdictions.

               (e)  Waivers.  No  failure  or delay by  either  the  Company  or
                    Consultant  in  exercising  any right or remedy  under  this
                    Agreement  will waive any  provision of the  Agreement,  nor
                    will any single or partial exercise by either the Company or
                    Consultant  of any  right or  remedy  under  this  Agreement
                    preclude either of them from otherwise or further exercising
                    these  rights or  remedies,  or any other rights or remedies
                    granted by any law or any related document.

               (f)  Captions. The headings in this Agreement are for convenience
                    only and do not affect this Agreement's interpretation.

               (g)  Entire Agreement. This Agreement supersedes all previous and
                    contemporaneous  oral negotiations,  commitments,  writings,
                    and  understandings   between  the  parties  concerning  the
                    matters in this Agreement.

               (h)  Notices.  All notices and other  communications  required or
                    permitted  under this Agreement shall be in writing and sent
                    by registered  first-class mail, postage prepaid,  and shall
                    be effective five days after mailing to the addresses stated
                    below.  These  addresses  may be changed at any time by like
                    notice.

         In the case of the Company:
                           Sun River Energy, Inc.
                           Attention: Redgie Green
                           c/o 7609 Ralston Road
                           Arvada, Colorado 80002
                           Ph: 303-422-8127
                           Fx: 303-431-1567
                           Email:

         In the case of Consultant:
                           Energy West Corporation
                           c/o James E. Sullivan
                           1410 High Street
                           Denver, Colorado 80218
                           Ph. 303-795-5858
                           Fx. 303-795-5353
                           E-mail: jsullivan@energywestcorp.com


<PAGE>





               (i)  Indemnification.   Company   agrees  to  and  shall  defend,
                    indemnify and hold harmless  both  Consultant  and Sullivan,
                    their  affiliates,  companies,  partnerships,  employees and
                    invitees, from and against all Losses which arise from or in
                    connection with Consultant's  services and duties under this
                    Agreement.  "Losses"  shall mean any actual  losses,  costs,
                    expenses   (including  court  costs,   reasonable  fees  and
                    expenses  of  attorneys,   expert  witnesses  and  costs  of
                    investigation),   liabilities,   damages,   demands,  suits,
                    claims, and sanctions of every kind and character (including
                    civil fines) arising from, related to or reasonably incident
                    to said services and duties, including injury to or death of
                    a person or damage to or loss of property, real or personal,
                    which  may be  asserted  against  Consultant  as a direct or
                    indirect  result of his  provision of services and duties to
                    Company.

               (j)  Conflicts of Interest.  Company acknowledges that Consultant
                    and  Sullivan  are  engaged  in the  business  of  providing
                    petroleum  consulting for other oil and gas companies within
                    the United  State and  Canada.  In the event  Consultant  or
                    Sullivan  are  requested  by Company  to provide  advice and
                    guidance  on or about  geographical  areas that may create a
                    potential  conflict of interest between  Consultant's  other
                    business matters and the Company's operations, Consultant or
                    Sullivan  shall not be required by Company to render  advice
                    and  guidance on such an area.  Company and  Consultant  and
                    Sullivan  shall use their best  efforts to notify each other
                    of any  potential  conflicts  of  interests.  In any  event,
                    Consultant's and Sullivan's  general  knowledge that Company
                    plans to engage,  or is  actively  engaging,  in oil and gas
                    exploration   within  an  area  shall  in  no  way  preclude
                    Consultant,   Sullivan  or  their  business  entities,  from
                    performing land services or consulting for other oil and gas
                    companies within the same area.

               (k)  Mediation and Arbitration. All claims, demands, disputes and
                    controversies  in connection  with this  Agreement  that may
                    arise between the Parties as to this  Agreement  shall first
                    be submitted to a mutually  agreed  neutral  third party for
                    mediation. If mediation is not successful then dispute shall
                    be  settled  by  arbitration.   Such  arbitration  shall  be
                    governed  by the  commercial  arbitration  rules of American
                    Arbitration  Association.  All mediation and/or  arbitration
                    shall take place in Denver, Colorado.




(The rest of the page left intentionally blank.)

<PAGE>





                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the October 21, 2009.

         "The Company"                               "Consultant"
         SUN RIVER ENERGY, INC.             ENERGY WEST CORPORATION




         By:                              By:
            -------------------            ----------------------------
                                           James E. Sullivan, President




<PAGE>



                                    Exhibit A

                            Term Sheet - Stock Grants

I.       Stock Grants.



         A.       Future additional Grants shall occur as follows:

1.                  Vesting. Subject to continuation of engagement under this or
                    a subsequent agreement, (i) Company will grant 25,000 shares
                    at the end of 1st calander  quarter of engagement  hereunder
                    and, (ii) an additional  25,000 shares each calendar quarter
                    thereafter, contingent on the continuation of engagement for
                    at least 6 months of the term.  Vesting will be  accelerated
                    on a Change in Control, for that current quarter.

2.                  Consultant will enter into a six (6) month lock-up agreement
                    with Company, to be released upon reasonable written notice,
                    in discretion of Company; provided that any stock granted to
                    Consultant  shall vest and be "free to trade" within six (6)
                    from the date said stock has been earned by Consultant.

3.                  Company shall provided  Consultant with a stock  certificate
                    of the  above-described  shares within thirty (30) days from
                    the date said shares are granted to Consultant.

4.                  In  addition  to the grants of stock and other  remuneration
                    specified  in  this  Agreement,  Company  shall  also  grant
                    Consultant options to purchase the Company's common stock as
                    follows:

a.                       Upon execution of this  Agreement,  Company shall grant
                         Consultant  an option to purchase  50,000 shares of the
                         Company's common stock at the Fair Market Value ("FMV")
                         share  price.  The FMV of this option shall be equal to
                         the  closing  share price as of the  effective  date of
                         this Agreement.

b.                       Provided  this  Agreement  remains in  effect,  Company
                         shall  at  the  end  of  each  of  the  next  four  (4)
                         successive calendar quarters grant Consultant an option
                         to  purchase  up to 20,000  shares at a FMV share price
                         equal  to  closing  share  price as of end date of each
                         such calendar quarter.

c.                       All such  options  shall be granted for a term of sixty
                         (60) months and shall be  available  to be exercised by
                         Consultant  at any time  during  said term  without any
                         trading restrictions.

d.                       All such options shall be granted on Fair Marker Value
                         basis and shall not be considered by Company as
                         "non-qualified" options.



<PAGE>





II.      Change in Control.

A.   For purpose of the options, "Change in Control" means: (a) the consummation
     of a merger or  consolidation of the Company with or into another entity or
     any other transaction, the stockholders of the Company immediately prior to
     such merger,  consolidation  or other  transaction own or beneficially  own
     immediately  after such merger,  consolidation or other  transaction 50% or
     more of the voting power of the  outstanding  securities of each of (i) the
     continuing  or  surviving  entity  and (ii) any direct or  indirect  parent
     entity of such continuing or surviving  entity;  (b) the sale,  transfer or
     other  disposition of all or substantially all of the Company's assets to a
     Person which is not owned or controlled by the Company or its  stockholders
     immediately  prior  to  such  sale,  transfer  or  other  disposition;  (c)
     individuals  who,   immediately   following  the  effective  date  of  this
     Agreement,  constitute  the Board  (the  "Incumbent  Board")  cease for any
     reason to constitute at least a majority of the Board;  provided,  however,
     that any  individual  becoming a director  thereafter  whose  election,  or
     nomination  for election by the Company's  shareholders,  was approved by a
     vote of at least a majority of the directors then  comprising the Incumbent
     Board shall be  considered as though such  individual  were a member of the
     Incumbent  Board; or (d) any transaction as a result of which any Person is
     the  "Beneficial  Owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly,  of securities of the Company representing at least
     20% of the total voting power represented by the Company's then outstanding
     voting  securities.  For purposes of this  definition of Change in Control,
     the term "Persons" means,  acting individually or as a group, an individual
     or a corporation,  limited liability company,  partnership,  joint venture,
     trust,  unincorporated  organization,  association,  government  agency  or
     political subdivision thereof or other entity.




<PAGE>




                                    Exhibit B

                                 Job Description

A.   Consultant  will  manage  Sun  River's  land and  lease  right  acquisition
     programs.

B.   In the  event  that  additional  personnel  is  required  to  perform  land
     operations,  for instance the hiring of consultants  for brokerage or other
     land-related  services,  Consultant agrees to manage the activities of such
     consultants.  Consultant  shall not hire additional  personnel  without the
     approval of the Board of Sun River or other management personnel designated
     by the Company.

C.   The  Consultant  agrees to provide a  quarterly  report as to the  services
     provided  and the  projects  that the  Consultant  has  worked  on,  on the
     Company's behalf.