EXHIBIT 10.1



June 15, 2009



Redgie Green
Sun River Energy, Inc.
7609 Ralston Road
Arvada, CO 80002

Re:      Letter of Intent for Financing

Dear Mr. Green:

This Letter of Intent  ("Agreement") is to inform you that Europa Securities LLC
("Europa"),  the "Placement Agent," is pleased to conditionally  offer a Private
Placement of Class A Preferred  Convertible  in the amount of  $6,000,000 in two
traunches:

        a)     $1,000,000 as Bridge Funding, and
        b)     $6,000,000  as a capital fund for  acquisition,  development  and
               exploration activities.

To funds will be used for a) oil and gas acquisitions; b) exploration assessment
costs; c) completion costs; and d) operating capital  "Funding." This funding is
subject  to  satisfactory   due  diligence,   mutual   execution  of  terms  and
underwriting   agreements  and/or  Placement  Agent   Agreements.   This  letter
supersedes   all  prior   correspondence,   commitments,   and  oral  and  other
communications  relating to financing  arrangements between Issuer,  Europa, and
their agents.

Issuer:           Sun River Energy, Inc.

Placement Agent and Selected Dealers:  Europa Securities,  LLC., its affiliates,
successors, or assigns.

Use of  Proceeds:  Proceeds  of the  Funding  outlined  herein  will be used for
development  of  production  operations,   SG&A  expenditures,   acquisition  of
producing assets, exploration expenses, seismic and data acquisition and general
working capital  purposes.  The funds will be distributed in a single closing to
Issuer and as specified in the subsequent Mutually Executed Final Term Sheet.

Anticipated Closing Date: Closing can commence after satisfactory  completion of
Europa's extensive due diligence and execution of the Final Agreement.

<PAGE>


Funding  Amount:  Seven  Million  United  States  Dollars  ($7,000,000)  (in two
traunches,  $1,000,000 initially and $6,000,000 90 days thereafter.) Borrower is
advised  that Europa  shall  raise the  contemplated  financing  herein from its
investors and other Broker/Dealer participants and financing sources and will be
conditioned   upon   receiving   satisfactory   commitments   from   syndication
participants.

Security Being Offered: Class A Preferred, 8% cumulative dividend convertible to
common stock further terms to be specified later. The Class A will be registered
prior to funding the second traunche.

Placement Agent Fees: Europa's  compensation  hereunder shall be governed by the
Investment Banking Agreement in force between Issuer and Europa.

Preferred Dividend: Eight percent (8%) cumulative per annum.

Expenses:  Upon  Funding,  Issuer  shall be  required  to cover the costs of due
diligence, legal fees, and processing fees for this transaction.  At the Funding
Closing,  Client  and/or  Borrower  will  be  responsible  for  payment  of  the
Investor's  reasonable  expenses  and  travel  expense  in  connection  with the
transaction  up to a maximum of  $25,000.  Additional  fees may be due as agreed
upon or upon Funding.

Law:  This Letter and the  proposed  Funding are  intended to be governed by and
constructed in accordance  with Florida  Statutes and laws without regard to its
conflict of law provisions.  This transaction is not intended to be nor shall be
interpreted as an offering or  solicitation to purchase a security as defined by
the U.S. Securities Act of 1933/1934 or as amended by law, any state law, or the
law of any other nation.

In the event of a dispute arising from the contemplated  transaction between the
parties that cannot be amicably resolved between the parties through  reasonable
diligent prior effort, the parties agree to binding arbitration, under the rules
of the  American  Arbitration  Association,  with the final  hearing to occur in
Miami,  Florida.  Any  award  will be  limited  to  actual  consideration  paid,
provided, or due to the prevailing party.

Not  Binding:  This  Letter is an  expression  of interest by Europa to formally
pursue the financing as proposed herein,  notwithstanding  the use of terms such
as "shall" and "must" or other similar  terms herein.  The only binding terms of
this Letter  include this  paragraph  and the  confidentiality  and  arbitration
provisions.  This Letter is not to be construed in any manner as a commitment to
fund.  Issuance  of a  commitment  and  subsequent  funding is  contingent  upon
completed due diligence as outlined above. Any fees paid herein or hereunder are
nonrefundable.

<PAGE>

Indemnity:  Europa and Issuer agree to hold each other  harmless,  including its
officers,  directors, and employees,  against all claims, damages,  liabilities,
and  expenses  which may be incurred  by or asserted  against any such person in
connection with or arising out of this Letter and the transactions  contemplated
hereby, other than claims, damages,  liability,  and expense resulting from such
person's gross negligence or willful misconduct.

Conditions of Acceptance: This Agreement is intended to be a summary of the most
important elements of the agreement to enter into a transaction with Issuer, and
it is subject to all  requirements  and  conditions  contained in the  Agreement
documentation  proposed by Europa in the course of closing and funding described
herein.  Not every  provision  that imposes  duties,  obligations,  burdens,  or
limitations  on Issuer is  contained  herein but shall be contained in the final
documentation satisfactory to Europa.

Offer  Expiration:  The proposed terms and conditions  herein shall  immediately
expire if not accepted  within 72 hours from the date of issuance,  unless prior
thereto either extended in writing by the Investor or accepted as provided below
by the Issuer.



<PAGE>



Acceptance  and  Commencement:  For Issuer to accept this  Agreement,  please so
indicate  by signing and  returning  a faxed copy and an  original  copy of this
Letter via  overnight  delivery  to Europa.  Said  material  will be held in the
strictest  of  confidence  and only  distributed  internally  to Europa  and its
investors.

Sincerely,


/s/ John J. Calabria
--------------------------
John J. Calabria, CEO
Europa Securities, LLC.


AGREED AND ACCEPTED THIS 15th DAY OF JUNE, 2009



/s/ Redgie Green
------------------------
Redgie Green, President
Sun River Energy, Inc.