CONSULTANT

                              ENGAGEMENT AGREEMENT

         This  Agreement  made the 20 day of October,  2009,  by and between Sun
River  Energy,  Inc.  (the  "Company"),  located at 7609 Ralston  Road,  Arvada,
Colorado 80002 and Joe Kelloff (the "Consultant"), and located at 1441 Wazee St,
# 502, Denver Colorado 80202.

     Sun River Energy, Inc. hereby engages Joe Kelloff, as Consultant, under the
following terms and conditions, to be effective as of November 1, 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,   Consultant  has  expertise  in  the  area  of  oil  and  gas
exploration and project development and implementation; and is willing to act as
consultant  to the  Company  upon the  terms  and  conditions  set forth in this
Agreement;

         WHEREAS,  Consultant is to be hereby engaged to act as Chief  Operating
Officer ("COO") 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  as  President,
consistent  with  Consultant's  expertise and ability in oil and gas exploration
and  Consultant  agrees  to so act  for  the  Company  during  the  term of this
Agreement  under  the  Job  Description  attached  as  Exhibit  A.  All  parties
understand that Consultant 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  understands that consultant's  efforts on
behalf of his other 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 this  Agreement  does not make  Consultant  the employee of the
Company  for any  purpose  whatsoever.  No  right or  authority  is  granted  to
Consultant to assume or to create any obligation or responsibility, in excess of
$10,000,  express or implied, on behalf of or in the name of the company, expect
as authorized  by  Resolution  of the Board of Directors.  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.


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         (c)  Consultant  agrees to make  available  to Company his  services as
President on an as needed basis on reasonable request.  Consultant shall provide
planning and other  advisory  services as are necessary to carryout the business
of the Company.

2.       Compensation

(a) The Company  will pay  $8,333.34  per month on the 15th day of each month to
Consultant  as a consulting  fee and 15,000  restricted  shares of the Company's
common stock,  issued each quarter subject to continued  employment  through the
end of each succeeding quarter, as detailed in Exhibit "B".

(b) The Company  will issue,  as a one-time  signing  bonus,  30,000  restricted
shares of the Company's common stock, upon the execution of this Agreement.

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 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  will
never,  either during or after the term of this Agreement,  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 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 from any and all costs
for expenses or damages incurred,  and hold Consultant 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 reliable  information and
scientific  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 the 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.

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.

     (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.


<PAGE>





     (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

         In the case of Consultant:
                           Joe Kelloff
                           1441 Wazee St, # 502
                           Denver, Colorado 80202
                           Ph. 303 534-1574
                           Fx. _______________
                           E-mail: ___________________

(i)  Indemnification.  Company agrees to indemnify and hold harmless  Consultant
from  any and all  claims,  actions,  liabilities,  costs,  expenses,  including
attorney fees arising from claims made against  Consultant  in  connection  with
Company's possession or use of advice, guidance, materials, information, data or
other services provided by Consultant under this Agreement.

         (j)  Conflicts of Interest.  Company  acknowledges  that  Consultant is
engaged in the business of providing petroleum  consulting for other oil and gas
companies  within  the  United  State and  Canada.  In the event  Consultant  is
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  shall not be
required by Company to render  advice and guidance on such an area.  Company and
Consultant  shall use their best  efforts to notify each other of any  potential
conflicts  of  interests.  In any event,  Consultant'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,  or  Consultant's  business
entities,  from  performing  land services or  consulting  for other oil and gas
companies within the same area.




<PAGE>







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

         "The Company"                               "Consultant"
         SUN RIVER ENERGY, INC.                       JOE KELLOFF



         By:                               By:
            -------------------                -----------------



<PAGE>




                                    Exhibit A

                                 Job Description



     A.   Consultant  will  be  involved  in  day-to-day   decisions   involving
          selection  of Projects to work on, and what  resources  to allocate to
          individual Projects.

     B.   Consultant   has  specific   experience  in  the  fields  of  geology,
          geophysics,  and geochemistry as relevant to oil and gas prospects and
          plays.  Consultant will make this expertise  available to the Company.
          Company will recognize that in matters outside the specific  expertise
          of Consultant,  including but not limited to Drilling,  Reservoir, and
          Completion  Engineering,   and  Land,  Gas  Marketing,   and  Pipeline
          Construction, outside personnel should be consulted.

     C.   Consultant will make specific recommendations for additional personnel
          necessary  to continue  intelligent  pursuit of a Project or Projects.
          Such  additional  personnel  may  be in  the  form  of  new  hires  or
          Consultants. Consultant will not make such recommendations without due
          consideration  for the needs of the  Company.  The  Company  will make
          every effort to enable the  Consultant  to form the team  necessary to
          further the  Company's  interests.  Company will not hire or otherwise
          obtain team members without the input of Consultant.


<PAGE>





                                    Exhibit B

                            Term Sheet - Stock Grants

I.       Stock Grants.

          A.   Company  will grant  Executive  30,000  shares of Company  common
               stock on the day effective of engagement.

          B.   Future additional Grants shall occur as follows:

                  1. Vesting.  Subject to continuation of engagement  under this
                  or a subsequent agreement, (i) 15,000 shares at the end of 1st
                  quarter of engagement hereunder and, (ii) an additional 15,000
                  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. Executive will enter into a six (6) month lock-up agreement
                  with Company,  to be released upon reasonable  written notice,
                  in discretion of Company.

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.