CONSULTING AGREEMENT

         AGREEMENT  made as of this 31st day of July,  2009 by and  between  Sun
River Energy,  Inc., the ("Company"),  located at 7609 Ralston Road,  Arvada, CO
80002 and Cicerone Corporate  Development,  LLC, (the "Consultant"),  located at
501 Trophy Lake, 314 PMB 106, Trophy Club, Texas 76262.

         WHEREAS, the Company desires professional guidance and advice regarding
financing  of all types and desires  Consultant  to aid it in business  planning
matters; and

         WHEREAS,  Consultant has expertise in the area of corporate  structure,
strategic planning and capital development and implementation; and is willing to
act as a consultant  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  Consultant as an advisor and
consultant  on business  matters,  consistent  with  Consultant's  expertise and
ability,  and  Consultant  agrees to consult with the Company during the term of
this Agreement.  All parties  understand that Consultant has many other business
interests  and will devote as much time as in its  discretion  as  necessary  to
perform its 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,  and this Agreement does not
make Consultant 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  Consultant  to  assume  or to  create  any
obligation or responsibility, express or implied, on behalf of or in the name of
the company,  expect as may be set forth herein.  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 available to Company its services,  which
include strategic planning, assistance in business development, internal capital
structuring,  and the structuring of new debt and equity  offerings.  Consultant
shall  provide  planning  for and other  advisory  services  as the  Company may
specifically  request.  Specific  fees for each  separate  service  rendered  by
Consultant shall be established at the time Consultant is requested to undertake
each service.

<PAGE>



2.       Compensation

(a) In the event that the Company receives funding from any source introduced by
said   Consultant,   recognizing   that  the   negotiation   and   structure  of
capitalization  requires  substantial  time and expertise,  then said Consultant
shall be paid in lieu of billable hours in the following form:

                  The Company will pay the  Consultant  1% of cash raised,  as a
         finders  fee, in lieu of billable  hours and  expenses  via a cashier's
         check, money, order, or bank wire only.

         (b) The Company will issue 20,000  shares on the first of each calendar
month and 20,000  cashless  exercise  warrants  to  purchase  shares at the then
closing  price,  per month  exercisable  for 2 years from  issue as payment  for
consulting  services  for so long as this  agreement  is in force,  to be issued
monthly in arrears, as of end of each calendar month.

         (c) Other forms of compensation  may occur depending on the nature of a
specific  transaction  and only upon the mutual  agreement of both parties.  For
acreage  sales or leases,  5% of cash price shall be paid in cash and 5% of cash
price shall be paid in Company stock @ then current price (BID).

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.  Consultant shall submit related receipts and documentation  with his
request for reimbursement.

4.       Renewal; Termination

         (a) This  Agreement  shall  continue in effect until  terminated by the
parties.  Either of the parties may terminate this  agreement  after 6 months by
written notice 30 days in advance,  however any finders fees due for cash raised
shall remain due and payable.

         (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.

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:


<PAGE>





     (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,  will be
presumed to be Confidential Information (whether Consultant or others originated
it and regardless of how it obtained it).

         (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
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.

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 holds  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.


<PAGE>





7.       Miscellaneous

         (a) Successors and Assigns. This Agreement is binding on and ensures to
the  benefit  of the  Company,  its  successors  and  assigns,  all of which are
included  in the term the  "Company"  as it is used in this  Agreement  and upon
Consultant,  its successors and assigns.  Neither this Agreement nor any duty or
right  hereunder  will be assignable or otherwise  transferable  by either party
without the written  consent of the other party,  except that the Company  shall
assign this Agreement in connection  with a merger,  consolidation,  assignment,
sale or other disposition of substantially  all of its assets or business.  This
Agreement will be deemed materially  breached by the Company if its successor or
assign does not assume substantially all of the company's obligations under this
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.

     (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.


<PAGE>





         In the case of the Company:

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

         In the case of Consultant:

                  Cicerone Corporate  Development,
                  LLC 501 Trophy Lake, 314 PMB
                  106, Trophy Club, TX 76262

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


 Sun River Energy, Inc.                      Cicerone Corporate Development, LLC



 By: /s/ Redgie Green                        By:      /s/ Joshua Pingel
 -------------------------                 -------------------------------
 President                                 Manager/Member