SERVICES AGREEMENT
                                 BY AND BETWEEN
                             SUN RIVER ENERGY, INC.
                                       AND
                       THOMASSON PARTNER ASSOCIATES, INC.


This Agreement  ("Agreement")  shall set forth the terms and conditions  between
Thomasson Partner Associates,  Inc. ("Thomasson"),  a Colorado Corporation whose
mailing  address  is 1410  High  Street,  Denver,  Colorado  80218 and Sun River
Energy,  Inc. ("Sun River"),  a Colorado  Corporation whose address is 1410 High
Street,  Denver,  CO 80218 under which Sun River agrees to compensate  Thomasson
for geological,  geophysical, and geochemical exploration and other services. In
this Agreement  Thomasson and Sun River shall collectively be referred to as the
"Parties." Sun River and Thomasson hereby agree to the following:

1. This  Agreement  only covers those  Projects  that the Board of Sun River has
approved for services.  At the signing of this  Agreement,  these  Projects are:
Lewis (MT), Clark (MT), Raven Creek (WY), Donkey Creek (WY), Black Thunder (WY),
Wasatch South (UT), and Colfax (NM). The parties  acknowledge  that TPA has only
been paid  one-half  the  Project  Fee for the Lewis and Clark  Projects.  Other
Projects may be added from time to time by mutual written consent.

2.  This  Agreement  shall  supersede  Paragraph  5  ("Consulting  Fee") of that
particular Project Consulting Agreement between Sun River and TPA dated 3/1/2009
and covering the Colfax Project with regard to consulting  work performed on the
Colfax  Project.  It is the intent of this  Agreement to provide for  Consulting
Services beyond those originally anticipated in the 3/1/2009 Agreement.

3. Effective  Date:  The Effective  Date of this Agreement and any  transactions
contemplated herein shall be construed to begin on January 1, 2010.

4.  Duties and  Responsibilities:  Thomasson  shall have the  responsibility  of
providing services under following rates and terms:

a)    Sun River shall pay TPA at a rate of $480 per eight (8) hour day for up to
      ten  (10)  days a month  for any  particular  Associate.  If a  particular
      Associate  is asked to work for Sun River  beyond ten (10) days in a given
      month,  Sun River  shall pay TPA for the time  above 40 hours at a rate no
      less than $600 per eight (8) hour day pro rated on an hourly basis.  These
      rates are for those  Projects in which TPA has been paid a Project Fee and
      retains an ORRI (either contractually or through assignment).

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<PAGE>





b)    TPA  Associates  who are  Advisory  Board  members  shall  first apply any
      consulting hours against their particular  Advisory Board Contract and any
      such  compensation  shall be paid TPA based upon the terms of the Advisory
      Board  Contract  and not based on this  Agreement.  Any hours  they  spend
      consulting  for Sun River  that  exceed  the  number  designated  by their
      Advisory Board Contract shall be compensated as per Paragraph 4a.

c)    TPA shall make available Geotechnical assistance for a period of time not
      to exceed 40 hours a month, at a rate of $50 per hour.

d)    Sun River  shall pay TPA $500 per month for office  rental for one office.
      This rent shall apply to November and December of 2009, as well as January
      of 2010 thru April 2010.  Within 30  business  days of the signing of this
      Agreement,  Sun River shall pay TPA $3500.00 as back rent.  TPA may direct
      at TPA's  sole  discretion  or Sun River  may  elect on its own  accord to
      vacate its office by giving one (1)  month's  notice.  Upon  vacating  the
      office,  Sun River will no longer be  obligated  to pay a monthly  rental.
      Discontinuance  of Sun  River as a  tenant  to TPA  will  not  affect  the
      remaining terms of this Agreement.

e)    TPA shall make  available  senior  technical  personnel for Geological and
      Geophysical  assistance  as requested  by Sun River,  for up to 40 hours a
      month per staff member.

f)    Individuals who are Associates of TPA will work under the auspices of this
      Agreement.  If an individual is unwilling to work under these terms,  then
      another  Associate  may be chosen who is willing to abide by these  terms,
      and who is acceptable to Sun River. Both the time and specific  Associates
      must be approved by TPA. Sun River is free at any time to hire consultants
      from outside the pool of TPA Associates.

g)    TPA  Associates  who  perform  consulting  work for Sun River  shall  keep
      careful  track of their hours,  and shall provide a detailed time sheet at
      the end of each month for billing purposes.

h)    TPA Associates will perform consulting work only when directed to do so by
      the Sun River  President and Chief Operating  Officer,  and Sun River will
      have full supervisory capacity as it deems proper.

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5. Notices:  All notices and other  communications  required or permitted by the
terms of the  Agreement  or any notices that one party may desire to give to the
other party shall be in writing,  unless otherwise  specifically  provided,  and
shall be deemed to have  been  properly  delivered  if  personally  handed to an
authorized  representative of the party for whom intended,  or sent by overnight
delivery  service,  or  facsimile  (with  written  confirmation  of a successful
transmission),  and  addressed to the Parties to whom the notice is given at the
address listed below or such other  addresses as any party may from time to time
designate by notice in writing to the other party. The originating  notice to be
given under any provision  hereof shall be deemed to be given only when received
by the party to whom such  notice is  directed,  and the time for such  party to
give  any  notice  in  response  thereto  shall  run from  the  date  that  said
originating  notice  is  received.  A  response  shall be deemed  returned  when
deposited in the mail or with  overnight  delivery  service or  facsimile  (with
written  confirmation  of a  successful  transmission),  with postage or charges
prepaid.  Each party  shall have the right to change its  address at any time or
from time to time by giving written notice thereof to all other Parties. Notices
by Parties  hereto shall be promptly  given in writing and shall be delivered as
follows:

Thomasson Partner Associates, Inc,          Sun River Energy, Inc.
Attn : Dr. M Ray Thomasson                  Attention: Jay Leaver
1410 High Street                            c/o 1410 High Street
Denver, CO 80128                            Denver, CO 80218
Telephone: 303-436-1930                     Telephone: 800-669-6511
Fax:     303-322-2288                       Fax :888-344-8871
Email: TPAEXPL@aol.com

6. No Partnership and Jurisdiction:  The duties, obligations, and liabilities of
the Parties hereto are intended to be several and not joint or collective.  This
Agreement  is not  intended to create,  and shall not be  construed to create an
association or trust, or to impose a partnership, duty, obligation, or liability
with regard to any one or more of the Parties hereto. Each party hereto shall be
individually responsible for its own obligations as herein provided. THIS LETTER
AGREEMENT AND THE RELATIONSHIP  THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE STATE OF COLORADO  WITHOUT  GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISION.

7. Laws and  Regulations:  The Parties,  in conducting all operations under this
Agreement,  shall comply with all applicable  state and federal laws,  rules and
regulations.

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8.  Termination:  This  Agreement may be terminated at any time by either TPA or
Sun River with a thirty (30) day written notice.  In the event this Agreement is
not terminated by either party by prior written notice,  this Agreement shall be
terminated on December 31, 2010, unless extended by mutual written Agreement.

9. 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 such mediation and/or arbitration
shall take place in Denver,  Colorado.  In the event of  arbitration,  TPA shall
appoint one arbitrator to serve on the panel and shall be responsible for paying
said  arbitrator  to serve on the  panel;  Sun  River  shall  also  appoint  one
arbitrator  to serve on the panel  and  shall be  responsible  for  paying  said
arbitrator to serve on the panel.  Each of said arbitrators  shall then select a
neutral  third  arbitrator  to serve on the panel and the  parties  shall  share
equally the cost of the third  arbitrator.  If the  arbitrators  selected by the
parties are unable to agree upon a neutral  third  arbitrator,  then the parties
shall select the third arbitrator in accordance with the commercial  arbitration
rules of the AAA.

10. Miscellaneous: This Agreement may be executed in one document, signed by all
Parties, or in a number of counterparts;  and when executed in counterpart,  all
such counterparts  shall constitute one document.  This Agreement shall inure to
the benefit of and be binding upon the Parties,  their  successors  and assigns.
Facsimile signatures shall be deemed original for all purposes.

Accepted this 2nd day of June, 2010

THOMASSON PARTNER ASSOCIATES, INC.


/s/ M. Ray Thomasson
  -------------------
    M. Ray Thomasson
    President

Sun River Energy, Inc.

/s/ Jay Leaver
---------------
    Jay S. Leaver
    President

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