CORPORATE ADVISOR
                              ENGAGEMENT AGREEMENT

         AGREEMENT  made as of this 1st day of  June,  2010 by and  between  Sun
River  Energy,  Inc.  (the  "Company"),  located  at 1410 High  Street,  Denver,
Colorado  80218 and  Jason P.  Dawkins  (the  "Advisor"),  located  at 1125 17th
Street, Suite 2300, Denver, CO 80202.

         WHEREAS, the Company desires professional guidance and advice regarding
oil and gas Accounting, Financing, Control Processes, Sarbanes Oxley Compliance,
and SEC Compliance and desires Advisor to aid it in business matters; and

         WHEREAS,  Advisor has expertise in the area of oil and gas  Accounting,
Financing, Control Processes, Sarbanes Oxley Compliance, and SEC Compliance; and
is willing to act as an advisor to the Company upon the terms and conditions set
forth in this Agreement;

         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  Advisor on its Advisory Board
on energy business matters, consistent with Advisor's expertise and ability, and
Advisor  agrees to consult with the Company  during the term of this  Agreement.
All parties  understand that Advisor 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  Advisor's
efforts on behalf of his other  interests are the sole and separate  property of
Advisor.

         (b) The  services  rendered by Advisor to the company  pursuant to this
Agreement  shall be as an  independent  contractor,  and this Agreement does not
make Advisor the employee, agent, or legal representative of the Company for any
purpose whatsoever, including without limitation,  participation in any benefits
or  privileges  given or extended by the Company to its  employees.  No right or
authority  is  granted  to  Advisor  to assume or to create  any  obligation  or
responsibility,  express or implied, on behalf of or in the name of the company,
except as may be set forth  herein.  The company  shall not withhold for Advisor
any federal or state taxes from the amounts to be paid to Advisor hereunder, and
Advisor agrees that he will pay all taxes due on such amounts.

         (c) Advisor  agrees to make  available  to Company  its  services as an
Advisor on an as needed  basis on  reasonable  request.  Advisor  shall  provide
planning  for and  other  advisory  services  as the  Company  may  specifically
request.  Specific fees for each separate  service  rendered by Advisor shall be
established at the time Advisor is requested to undertake each service.

<PAGE>



2.       Compensation

(a) The Company will issue 20,000 shares of  restricted  common stock to Advisor
as a retainer.  This  retainer is based on  Advisor's  estimate of the  billable
hours for services in Fiscal 2010 at a rate of $125.00 per hour for a maximum of
240 hours. The 20,000 shares  represent all  compensation  that shall be paid to
the Advisor.  Nothing  within this  agreement  shall provide for any  additional
compensation.  Company  shall issue said shares  within sixty (60) days from the
execution of this Agreement by both parties.
(b)

     1.   The  Shares  owned  by the  Advisor  are  subject  to  forfeiture  and
          restrictions  on transfer in accordance  with the terms and conditions
          of this  Agreement.  Subject to the terms of this  Agreement,  on each
          month anniversary of the date of this Agreement, one eighth (1/8th) of
          the Shares shall vest and no longer be subject to the repurchase right
          set forth herein.

     2.   Other than as expressly reserved or restricted by this Agreement,  the
          Advisor shall have all the rights of a stockholder with respect to the
          Shares unless and until the Company  exercises its repurchase  rights.
          The Shareholders may not sell, transfer,  alienate pledge or otherwise
          encumber (i) any Share or fraction thereof, or any interest in a Share
          or (ii) any other interest in this Agreement, until such Shares are no
          longer subject to the Company's repurchase rights as set forth herein.
          Dividends  paid with respect to Shares in cash or property  other than
          shares or rights to acquire  shares will be paid to the Advisor at the
          time such  dividends are paid to other  stockholders.  Dividends  with
          respect to Shares  paid in shares or rights to acquire  shares will be
          added to and become a part of the Shares.

(c)  If the Company  intends to exercise  its  Repurchase  Right with respect to
     such  Repurchased  Stock, the Company must give Advisor written notice (the
     "Repurchase  Notice") that the Company is exercising its  Repurchase  Right
     with  respect  to the  Repurchased  Stock,  which  Repurchase  Notice  will
     constitute  exercise of the Repurchase Right. The Company may exercise each
     Repurchase  Right with  respect to all or any portion,  of the  Repurchased
     Stock subject to such  Repurchase  Right,  excepting those shares that have
     vested under paragraph  2(b)(1) above. The Repurchase Right will not effect
     shares in the calendar  month in which the notice is given,  allowing those
     shares to vest.  Such  Repurchase  Right will  expire  with  respect to the
     Repurchased  Stock  subject  to such  Repurchase  Right to the  extent  not
     exercised by the Company at the  conclusion of the eight month term of this
     agreement. The price per share for the Repurchased Stock will be $0.001 per
     share (the "Repurchase Price").

(d)  Other forms of compensation may occur depending on the nature of a specific
     engagement and only upon the mutual agreement of both parties in writing.



<PAGE>



3.       Expenses

         The Company shall reimburse Advisor for all pre-approved reasonable and
necessary  expenses  incurred  by it in  carrying  out  its  duties  under  this
Agreement.  Advisor shall submit  related  receipts and  documentation  with his
request for reimbursement.

4.       Renewal; Termination

         (a) This Agreement  shall continue for one calendar year. The Agreement
may be  terminated  by either of the  parties at any time with  thirty (30) days
written notice.

         (b) Subject to the  continuing  obligations  of Advisor 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.

         Either party may request an extension  of this  agreement  within sixty
(60) days of the term of the  agreement.  If the  Agreement is to be extended it
must be done so in writing with the extension to the agreement  executed by both
parties.

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 Advisor  reasonably  considers  Confidential
Information,  or that the Company treats as  Confidential  Information,  will be
presumed to be Confidential Information (whether Advisor or others originated it
and regardless of how it obtained it).


<PAGE>




         (c) Except as  required  in its  duties to the  Company,  Advisor  will
never,  either  during  or after  the term of this  Agreement,  use or  disclose
confidential  Information to any person not authorized by the Company to receive
it for a period of two (2) years after  termination of this Agreement.  However,
information  in the  possession  of  Advisor  as of the  Effective  Date of this
Agreement,  information that is public or becomes public, or information that is
required  to be  disclosed  by a bona fide legal  authority  is exempt from this
Agreement.

         (d) If this Agreement is terminated, Advisor 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  Advisor  may from  time to time  perform
services  pursuant  to  this  Agreement.   This  Section  5  shall  survive  the
termination or expiration of this Agreement.


6.       False or Misleading Information

         The  Company  warrants  that  it will  provide  Advisor  with  accurate
financial,  corporate, and other data required by Advisor and necessary for full
disclosure of all facts  relevant to any efforts  required of Advisor 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 Advisor  shall be false or  misleading,  or if the  Company  omits or
fails to provide or withholds relevant material information to Advisor 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 Advisor as liquidated  damages
and this  Agreement  shall be null and void and  Advisor  shall  have no further
obligation  hereunder.  Further,  by  execution of this  Agreement,  the Company
hereby  indemnifies  Advisor  from any and all costs  for  expenses  or  damages
incurred, and holds Advisor 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 Advisor under
this Agreement.

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

         Advisor  shall use its best  efforts to use  reliable  information  and
scientific techniques associated with the oil and gas business. However, Advisor
makes no warranty as to the completeness or  interpretation of such information,
nor does  Advisor  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 Advisor
are, or may well be, estimates only and should not be considered  predictions of
actual results.



<PAGE>




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 Advisor's
written agreement.

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

     (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 Advisor 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.

     (e)  Waivers.  No  failure  or delay by either  the  Company  or Advisor 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
Advisor 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, LLC
                           Attention: Jay Leaver
                           c/o 1410 High Street
                           Denver, Colorado 80218
                           Ph: 800-669-6511
                           Fx: 888-344-8871
                           E-mail: jleaver@sunriverenergy.com



<PAGE>



                    In the case of Advisor:
                           Jason  P.  Dawkins
                           1125  17th Street,  Suite 2300
                           Denver, CO 80202
                           Ph: 303-519-0240
                           Fx: 303-308-1590
                           E-mail: jdawkins@yorkvilleadvisors.com

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

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

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
         as of the date and year first above written.

         "The Company"                               "Advisor"
         SUN RIVER ENERGY, INC.             JASON P. DAWKINS




         By:/s/ Jay Leaver                  By:/s/ Jason P. Dawkins
           -------------------------           --------------------
                Jay Leaver, President              Jason P. Dawkins