EXHIBIT 10.7

                      ASSIGNMENT OF OIL AND GAS LEASE WITH
                        RESERVATION OF OVERRIDING ROYALTY


         Know All Men by These Presents, that the undersigned, Sharon K. Fowler,
hereinafter  called Assignor  (whether one or more) for and in  consideration of
One Hundred Fifty Thousand Dollars,  the receipt whereof is hereby acknowledged,
does hereby  sell,  assign,  transfer  and set over to Sun River  Energy,  Inc.,
hereinafter called Assignee,  all of its right,  title and interest,  subject to
the overriding  royalty  reservation  hereinafter set out, in and to the oil and
gas leases


Lease No.    Dated      T. R. Section      Acres        County
- ---------    -----      -------------      -----        ------
0600246     4/2/06      516T41nr79W        640          Johnson
0600247     4/2/06      536T42NR79W        640          Johnson
0600249     4/2/06      536T42NR81W        640          Johnson
0600256     4/2/06      536T41NR81W        640          Natrona


together with the rights  incident  thereto and the personal  property  thereon,
appurtenant thereto, or used or obtained in connection therewith.

         The Assignor herein expressly excepts, reserves and retains title to an
undivided 4% of all oil, gas and  casinghead  gas  produced,  saved and marketed
from the above  described land under the provisions of the aforesaid  lease,  or
any extension or renewal thereof,  as an overriding  royalty,  free and clear of
any cost and expense of the development and operation  thereof,  excepting taxes
applicable to said interest and the production  therefrom.  There is an existing
12.5% royalty to the State of Wyoming.

         This Assignment is conditional upon Assignees  agreement.  To begin the
drilling  of a well on some part of the above  described  land  within  one year
hereafter and continue such drilling with reasonable  diligence until a well has
been completed to the known oil producing sand of that territory,  or granite or
other impenetrable substances, through which a reasonably prudent operator would
not undertake to drill,  be  encountered.  If such well is not commenced by such
date, or extension  thereof,  then this Assignment  shall be terminated and will
expire.

         And  for  the  same  consideration  the  Assignor  covenants  with  the
Assignee,  its or his heirs,  successors  or assigns,  that the  Assignor is the
lawful owner of and has good title to the interest above assigned in and to said
lease, estate, rights and property, free and clear from all liens,  encumbrances
or adverse claims;  that said lease is a valid and subsisting  lease on the land
above described, and all rentals and royalties due thereunder have been paid and
all  conditions  necessary  to keep  the  same  in full  force  have  been  duly
performed;  and that the  Assignor  will  warrant  and  forever  defend the same
against all persons whomsoever, lawfully claiming or to claim the same.


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         Executed this 25 day of April 2006.

ASSIGNEE

SUN RIVER ENERGY, INC.


By: /s/
ASSIGNOR



By: /s/Sharon K. Fowler
         Sharon K. Fowler



STATE OF COLORADO
                                      ss.
COUNTY OF JEFFERSON {

     On this 26th day of April 2006, before me, the undersigned, a Notary Public
in and for said State,  personally appeared Sharon K. Fowler,  known to me to be
the person whose name is subscribed to this within instrument, and who upon oath
swore that the statements therein contained are true and correct.


WITNESS my hand and official seal.
My Commission expires: __________

                                                    ----------------------------
                                                     Notary Public

STATE OF COLORADO
                                     ss.
COUNTY OF JEFFERSON  {

     On this 26 day of April 2006,  before me, the undersigned,  a Notary Public
in and for said State, personally appeared Michael A. Littman,  President of Sun
River  Energy,  Inc.,  known to me to be the person whose name is  subscribed to
this  within  instrument,  and who upon oath swore that the  statements  therein
contained are true and correct.

WITNESS my hand and official seal.
My Commission expires: __________

                                                     ---------------------------
                                                     Notary Public


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