SUN RIVER ENERGY, INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>assetagrex101.txt
<TEXT>
                            ASSET PURCHASE AGREEMENT

     ASSET  PURCHASE  AGREEMENT  ("Agreement"),  dated as of September ___, 2006
between Nova Leasing,  LLC  ("Seller"),  and Sun River Energy,  Inc., a Colorado
Corporation ("Buyer")

                                    RECITALS:

         WHEREAS, Seller holds certain mineral lease interests listed on Exhibit
A for the exploration of minerals in Wyoming ("Assets") hereafter;

         WHEREAS,  Seller  desires  to convey  such  assets to Buyer  subject to
certain conditions, and Buyer desires to acquire such assets, upon the terms and
subject to the conditions herein set forth; and

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and  agreements  herein  contained,  and intending to be legally bound
hereby, Seller and Buyer agree as follows:

                                    ARTICLE 1
                              TERMS OF TRANSACTION

1.1               Assets to be Transferred. At the Closing, and on the terms and
                  subject of the conditions set forth in this Agreement,  Seller
                  shall sell, assign, transfer, deliver and convey to Buyer, and
                  Buyer shall purchase from Seller, the assets listed on Exhibit
                  A.
1.2               Purchase Price and Payment.  In  consideration of the transfer
                  by Seller  to Buyer of the  assets,  Buyer  shall  provide  to
                  Seller the consideration as follows: $6,600,000; $3,300,000 in
                  the form of a Promissory Note bearing interest at 7.5%, due in
                  three  payments:   $1,100,000   March  15,  2007  at  closing,
                  $1,100,000 by November 30, 2007 and $1,100,000 by November 30,
                  2008,  notes to be secured by assets  listed on Exhibit A, and
                  880,000  shares of  restricted  common stock of Buyer with
                  registration  rights to be distributed  pro-rata to holders of
                  interests in Seller.


                                    ARTICLE 2
                                     CLOSING

2.1               Closing; Closing Date. The closing of the transactions
                  contemplated hereby (the "Closing") shall occur on or before
                  October 15, 2006

         At the Closing,  each of the parties  hereto  shall make the  following
deliveries or such deliveries in substitution  therefore as are  satisfactory to
the indicated recipient:


<PAGE>







2.2      Deliveries by Seller.

(1)  Seller  shall  deliver to Buyer:  Assignment  of Leases to the assets as is
     appropriate.


(2)  The  assignments  shall  contain  reverter  clauses  in  the  event  of non
     exploration and development as contained on Exhibit B hereto.

2.3      Deliveries by Buyer.

(1)  Buyer  shall  issue a  Promissory  Note  payable to Seller in the amount of
     $3,300,00 as required herein and a Mortgage,  Security and Pledge Agreement
     and UCC - 1 securing the note against the assets assigned and held by
     Buyer.

                                    ARTICLE 3
                              WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

3.l  Authority  Relative to this Agreement.  Seller has full power and authority
     to execute,  deliver and  perform  this  Agreement  and to  consummate  the
     transactions contemplated hereby.

3.2  Title to  Assets.  Seller is the owner  of,  and has good and  indefeasible
     title to the fee minerals and valid leases on the mineral leases.

3.3  Seller's.  Seller  has no  knowledge  of any  facts  or  circumstances  the
     existence or absence of which are  reasonably  likely to cause assets to be
     valueless.

3.4  The  assets  will be  delivered  free and clear of liens  and  encumbrances
     except those required in this contract.

                                    ARTICLE 4
                   ADDITIONAL AGREEMENTS & WARRANTIES OF BUYER

4.1  Buyer agrees to the terms of Reverter Clauses as listed on Exhibit B.

4.2  Fees  and  expenses.   Except  as  otherwise  expressly  provided  in  this
     Agreement,  all fees and expenses,  including fees and expenses of counsel,
     financial  advisors  and  accountants,  incurred  in  connection  with this
     Agreement  and the  transactions  contemplated  hereby shall be paid by the
     party incurring such fee or expense.



<PAGE>

                                    ARTICLE 5
                                   TERMINATION

5.1  Termination.   This  Agreement  may  be  terminated  and  the   transaction
     contemplated  hereby  abandoned  at any time  prior to the  Closing  in the
     following manner:

(a)  by Seller,  if Buyer shall have failed to fulfill in any  material  respect
     any of its material obligations under this Agreement; or

(b)  by Buyer, if Seller shall have failed to fulfill in an material respect any
     of its material obligations under this Agreement.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement,  or caused this
Agreement to be executed by their duly authorized representatives, all as of the
day and year first above written.

SELLER:

Nova Leasing, LLC

By: __________________________________

Title:_________________________________

Date: _________________________________




BUYER:

Sun River Energy, Inc.

By: ___________________________________

Title: __________________________________

Date: __________________________________






<PAGE>



                                    EXHIBIT A

         A conditional  assignment of 80% NRI in and to the following  described
mineral  leases (and  seller  shall  receive  and retain a 15%  carried  working
interest in the wells through completion.):

         (to be inserted)

         Condition subject to a drilling and development commitment as follows:

         At least 4 wells shall be drilled on or before _______________________,
or all  undrilled  acreage  (each well holds 160 acres)  shall revert to Seller.
Thereafter at least 8 wells per year shall be drilled on the acreage in order to
continue to hold.

         The leases for which the assignment is made, have specific limitations,
and the assignment is made subject to those limitations.

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</DOCUMENT>
