sc13dza

0000950134-08-013437.txt : 20080728 0000950134-08-013437.hdr.sgml : 20080728 20080728103844 ACCESSION NUMBER: 0000950134-08-013437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080728 DATE AS OF CHANGE: 20080728 GROUP MEMBERS: DORIS M. GUNNERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SULPHCO INC CENTRAL INDEX KEY: 0001096560 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 880224817 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82345 FILM NUMBER: 08972214 BUSINESS ADDRESS: STREET 1: 4333 W. SAM HOUSTON PKWY N., STREET 2: SUITE 190 CITY: HOUSTON, STATE: TX ZIP: 77043 BUSINESS PHONE: 713-896-9100 MAIL ADDRESS: STREET 1: 4333 W. SAM HOUSTON PKWY N., STREET 2: SUITE 190 CITY: HOUSTON, STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: FILMWORLD INC DATE OF NAME CHANGE: 19991008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUNNERMAN RUDOLF W CENTRAL INDEX KEY: 0001210619 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6601 WINDY HILL WAY CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 800-000-0000 MAIL ADDRESS: STREET 1: 6601 WINDY HILL WAY CITY: RENO STATE: NV ZIP: 89511 SC 13D/A 1 f42425a4sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

SULPHCO, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

865378103

(CUSIP Number)

Dr. Rudolf W. Gunnerman
6601 Windy Hill
Reno, Nevada 89511
Phone: (775) 829-9904

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 9, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), 13d-(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
Signature
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5


CUSIP No.		865378103		Page		2		of		9

NAME OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entity Only).

Dr. Rudolf W. Gunnerman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

Not applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

2,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

24,520,113

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,000

WITH

SHARED DISPOSITIVE POWER

24,520,113

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,522,113

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.3%*

TYPE OF REPORTING PERSON

* Based on 80,849,666 shares of the issuer’s common stock outstanding as of April 30, 2008 as reported in the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.


CUSIP No.		865378103		Page		3		of		9

NAME OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entity Only).

Doris M. Gunnerman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

24,520,113

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

24,520,113

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,520,113

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.3%*

TYPE OF REPORTING PERSON

* Based on 80,849,666 shares of the issuer’s common stock outstanding as of April 30, 2008 as reported in the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.


CUSIP No.		865378103		Page		4		of		9

SCHEDULE 13D/A

This Amendment No. 4 (the “Amendment No. 4”) filed by Dr. Rudolf W. Gunnerman and his spouse, Doris M. Gunnerman (the “Reporting Persons”), relates to the Statement of Beneficial Ownership on Schedule 13D filed on January 12, 2007, as amended by Amendment No. 1 filed on January 16, 2007, as amended by Amendment No. 2 filed on December 17, 2007 and as amended by Amendment No. 3 filed on February 29, 2008 (the “Amendment No. 3”) with respect to the common stock, par value $.001 per share (the “Common Stock”), of SulphCo, Inc., a Nevada corporation (the “Company”).

Item 4. Purpose of Transaction

The information set forth under Item 4 of the Amendment No. 3 is hereby deleted and replaced by the following:

The Reporting Persons currently have no plans to propose any amendments to the Bylaws of the Company, propose their own slate of nominees for election at the Company’s next annual meeting of stockholders, or otherwise effect, change or influence the control of the Company or participate in any transaction having that purpose or effect.

On December 5, 2007, the Reporting Persons entered into a plan (the “Plan”) with Oppenheimer & Co. Inc. in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended. The Plan became effective on December 10, 2007, covered an aggregate of 2,500,000 shares of Common Stock and provided for the sale of 250,000 shares of the Common Stock per month at the market price. An aggregate of 727,800 shares of Common Stock were sold pursuant to the Plan. The Plan was terminated by mutual agreement of the parties on February 25, 2008.

Pursuant to a Stock Option Agreement, dated April 24, 2007 (the “First Option Agreement”), by and among the Reporting Persons and the persons or entities identified on the signature pages attached thereto (the “Optionees”), and as amended by Amendment No.1, dated November 27, 2007 and as amended by Amendment No. 2, dated February 12, 2008, the Optionees had the right to purchase 1,500,000 shares of Common Stock from the Reporting Persons at $4.10 per share (the “First Optioned Shares”) until the sooner of (i) August 31, 2008, or (ii) the 30^th day after notice is given by the Reporting Persons that the Common Stock has a volume weighted average trading price of $6.00 or higher for five consecutive trading days with trading volume of not less than 1,000,000 shares of Common Stock each such trading day, as reported by Bloomberg LP, for the principal trading market of such Common Stock; provided, that if such option to purchase the Common Stock cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase the Common Stock shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30^th business day after such impediment shall have been removed.

Pursuant to Amendment No. 3 to the First Option Agreement, dated July 9, 2008 (the “Amendment No. 3 to the First Option Agreement), the purchase price for the First Optioned Shares was reduced to $1.50 per share. In addition, the period during which the First Optioned Shares may be purchased by the Optionees was extend to (i) July 11, 2009, or (ii) if the option to purchase the


CUSIP No.		865378103		Page		5		of		9

First Optioned Shares cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase the Common Stock shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30^th business day after such impediment shall have been removed.

Pursuant to a separate agreement entered into by Dr. Gunnerman, he agreed to issue 125,000 shares of Common Stock (the “Broker Shares”) to the individual who brokered the transaction for the First Optioned Shares to the extent the option to purchase the First Optioned Shares is exercised.

Pursuant to a Stock Purchase Agreement, dated February 12, 2008 (the “Stock Purchase Agreement”), by and among the Reporting Persons and Iroquois Master Fund Ltd. and Ellis Capital LP (collectively, the “Buyers”), the Reporting Persons agreed to sell to the Buyers and affected the sale of 750,000 shares of Common Stock at $4.00 per share on February 25, 2008. Additionally, the Reporting Persons agreed to sell to the Buyers 1,250,000 shares of Common Stock (the “Purchased Shares”) at a price determined in the following manner: 1/30^th of the Purchased Shares would be valued each trading day for the 30 consecutive trading days commencing on the 50th trading after February 25, 2008 (the “Pricing Period”) at 90% of the daily volume weighted average price (“VWAP”), as reported by Bloomberg LP, for the principal trading market for the Common Stock, but not less than $2.75 nor more than $5.50 per share of Common Stock. The Buyers shall deliver the purchase price for the Purchased Shares 10 trading days after the end of the Pricing Period to the Reporting Persons through an intermediary escrow agent designated by the parties. In the event the VWAP for the Common Stock for any of the last five trading days of the Pricing Period is less than $7.00 per share or the trading volume reported by Bloomberg LP for the principal trading market for the Common Stock is less than 1,000,000 shares for any such trading day, then each Buyer may, after prior written notice to the Reporting Persons and the escrow agent not later than 5 trading days after the end of the Pricing Period, elect to not purchase the portion of the Purchased Shares to be priced during the Pricing Period.

Pursuant to the First Amendment to the Stock Purchase Agreement, made as of April 18, 2008 (the “First Amendment to the Stock Purchase Agreement”), the Pricing Period was amended to be the thirty trading days commencing on the first trading day after the end of the original Pricing Period as set forth in the Stock Purchase Agreement.

Pursuant to the Second Amendment to the Stock Purchase Agreement, made as of July 9, 2008 (the “Second Amendment to the Stock Purchase Agreement”), the Buyers acquired the Purchased Shares as of the same date for a reduced purchase price per share of $1.50. Iroquois Master Fund Ltd. and Ellis Capital LP acquired 875,000 shares and 375,000 shares of Common Stock, respectively.

Pursuant to a Stock Option Agreement, dated February 12, 2008 (the “Second Option Agreement”), by and among the Reporting Persons and the Buyers, the Buyers had the right to purchase 2,000,000 shares of Common Stock from the Reporting Persons at $4.50 per share until December 31, 2008 (the “Second Optioned Shares”); provided, that if such option to purchase cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30^th business day after such impediment shall have been removed.


CUSIP No.		865378103		Page		6		of		9

Pursuant to Amendment No. 1 to the Second Option Agreement, made as of July 9, 2008 (the “Amendment No. 1 to the Second Option Agreement), the right to exercise the Second Optioned Shares was extended until (i) July 11, 2009 or (ii) if the option to purchase the Second Optioned Shares cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30^th business day after such impediment shall have been removed. The purchase price for the Second Optioned Shares also was reduced to $1.50 per share.

Pursuant to a Lockup Agreement, dated February 12, 2008 (the “Lockup Agreement”), by and among the Reporting Persons and the Company, the Reporting Persons agreed that until September 30, 2008, they would not buy or sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which the Reporting Persons own or have a right to acquire as of the date of the agreement and subsequent thereto, other than (i) the First Optioned Shares, (ii) the Second Optioned Shares, (iii) the Purchased Shares, (iv) the Broker Shares, (v) in connection with an offer made to all shareholders of the Company, (vi) bona fide gifts or transfers by will or intestacy, (vii) to any trust for the direct or indirect benefit of the Reporting Persons or the immediate family of the Reporting Persons, provided that any such transfer shall not involve a disposition for value, (viii) to a partnership which is the general partner of a partnership of which the Reporting Persons is a general partner, or (ix) bona fide sales for cash at not less than $7.00 per share of Common Stock.

Pursuant to the Second Amendment to the Stock Purchase Agreement, the Reporting Persons were released from the sale restrictions set forth in the Lockup Agreement.

Pursuant to an Assignment and Consent, dated February 12, 2008, by and among the Reporting Persons and the persons or entities identified on the signature pages attached thereto, the Reporting Persons agreed to the assignment of the interests of the Buyers in the Stock Purchase Agreement, the Second Option Agreement, the Lockup Agreement and the related ancillary agreements to certain persons identified on the signature pages attached to the agreement. The Reporting Persons also agreed to the assignment of the Purchased Shares and the Second Optioned Shares to such persons in the portions set forth on the signature pages.

First Amendment to the Stock Purchase Agreement, Second Amendment to the Stock Purchase Agreement, Amendment No. 3 to the First Option Agreement and Amendment No. 1 to the Second Option Agreement are attached as exhibits to this Amendment No. 4 and the foregoing summaries of the same agreements are qualified in their entirety by reference to the complete text of the documents which are incorporated herein by reference. All other agreements referenced in this Amendment No. 4 were filed as exhibits to the previously filed Schedule 13D and amendments thereto.

Other than as set forth above, at the present time, the Reporting Persons have no plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate,


CUSIP No.		865378103		Page		7		of		9

including, without limitation, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer

The information set forth under Item 5 of Amendment No. 3 is hereby deleted and replaced by the following:

The percentage of shares of Common Stock reported owned by each of the Reporting Persons in this Amendment No. 4 is based upon 80,849,666 shares of the Company’s common stock outstanding as of April 30, 2008 as reported in the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 that was filed with the Securities and Exchange Commission on May 9, 2008.

As of July 28, 2008, Dr. Gunnerman beneficially owned 24,522,113 shares of Common Stock constituting approximately 30.3% of the Company’s outstanding shares of Common Stock. The shares held by Dr. Gunnerman include (A) 24,520,113 shares held jointly with Mrs. Gunnerman, which includes (i) the First Optioned Shares, (ii) the Broker Shares, and (iii) the Second Optioned Shares; and (B) 2,000 shares held by Dr. Gunnerman individually.

As of July 28, 2008, Mrs. Gunnerman beneficially owned 24,520,113 shares of Common Stock constituting approximately 30.3% of the Company’s outstanding shares of Common Stock, all of which are held jointly with Dr. Gunnerman. The shares jointly held by Mrs. Gunnerman include (i) the First Optioned Shares, (ii) the Broker Shares, and (iii) the Second Optioned Shares.

The Reporting Persons share the power to vote and dispose of, or to direct the vote or disposition of, the 24,520,113 shares of Common Stock held by them jointly.

Dr. Gunnerman has the sole power to vote and dispose of the 2,000 shares of Common Stock held solely by him.

(c) The information included in Item 1 through Item 4 hereof and in the prior Schedule 13D and the amendments thereto is incorporated herein by reference. No other transactions in the Common Stock were effected during the 60 days prior to the date hereof by the Reporting Persons except as set forth below:

1. On July 9, 2008, the Reporting Persons sold 1,250,000 shares of the Common Stock at $1.50 per share pursuant to the Second Amendment to Stock Purchase Agreement as discussed above.

(d) Not applicable.

(e) Not applicable.


CUSIP No.		865378103		Page		8		of		9

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth under Item 6 of Amendment No. 3 is hereby deleted and replaced by the following:

Pursuant to a Pledge Agreement, dated March 29, 2004, entered into by Dr. Gunnerman in favor of Argyll Equities LLC (“Argyll”), Dr. Gunnerman pledged 500,000 shares of Common Stock to Argyll to secure his obligations with respect to a loan made by Argyll to Dr. Gunnerman. In connection with a private settlement with Argyll, Dr. Gunnerman agreed to terminate the pledge and permit Argyll to sell such shares in the open market in exchange for the receipt by Dr. Gunnerman of $1,000,000 plus interest, which as of June 30, 2008, amounted to approximately $17,920. Argyll sold the pledged shares in the open market but failed to perform on its payment obligations. Dr. Gunnerman has undertaken legal actions to collect on the payment amount.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named herein and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

	99.1		Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934.

	99.2		First Amendment to Stock Purchase Agreement, made as of April 18, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and Iroquois Master Fund Ltd. and Ellis Capital LP.

	99.3		Second Amendment to Stock Purchase Agreement, made as of July 9, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and Iroquois Master Fund Ltd. and Ellis Capital LP.

	99.4		Amendment No. 1 to Stock Option Agreement, made as of July 9, 2008, relating to Stock Option Agreement entered into as of February 24, 2007, by and among Rudolf Gunnerman and Doris Gunnerman and persons or entities identified on the signature pages attached thereto.

	99.5		Amendment No. 3 to Stock Option Agreements, made as of July 9, 2008, relating to Stock Option Agreements entered into as of April 24, 2007 by and among Rudolf Gunnerman and Doris Gunnerman and the Optionees identified on Schedule A attached thereto and as amended as of February 12, 2008.


CUSIP No.		865378103		Page		9		of		9

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Dated: July 28, 2008	By:	/s/ Rudolf W. Gunnerman
		Rudolf W. Gunnerman

Dated: July 28, 2008		/s/ Doris M. Gunnerman
		Doris M. Gunnerman

EX-99.1 2 f42425a4exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto relating to the securities of SulphCo, Inc., and hereby affirm that this Amendment No. 4 to Schedule 13D is being filed on behalf of each of the undersigned.



Dated: July 28, 2008	By:	/s/ Rudolf W. Gunnerman
		Rudolf W. Gunnerman


Dated: July 28, 2008		/s/ Doris M. Gunnerman
		Doris M. Gunnerman

EX-99.2 3 f42425a4exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

AMENDMENT TO STOCK PURCHASE AGREEMENTS

This Amendment made as of April 18, 2008 relates to the Stock Purchase Agreements entered into as of February 12, 2008, by and among lroquois Master Fund Ltd, and Ellis Capital LLC (“Buycrs”) and Rudolf and Doris Gunnerman (“Gunnerman”).

For mutual good and valuable consideration and the mutual covenants, conditions and agreements herein contained, and other good and valuable consideration and intending to be legally bound, the parties hereto hereby agree as follows:

1. Reference is hereby made to the Pricing Period, as defined in Section 2(b) of the Stock Purchase Agreement (the “Original Pricing Period”). The Pricing Period is hereby amended to be the thirty trading days commencing on the first trading day after the end of the Original Pricing Period.

2. Capitalized terms employed herein shall have the meanings given to them in the Stock Purchase Agreements.

3. Except as modified herein, all of the terms of the Stock Purchase Agreements remain in full force and effect.

4. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Purchase Agreements apply to this Amendment.

5. This Amendment shall be effective immediately.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 w as of the first date above written.


/s/ Rudolf Gunnerman RUDOLF GUNNERMAN		/s/ Doris Gunnerman DORIS GUNNERMAN

PURCHASERS


IROQUOIS MASTER FUND LTD.		ELLIS CAPITAL LP

/s/ Joshua Silverman By: Joshua Silverman		/s/ Martin Chopp By: Martin Chopp
Its: Authorized Signatory		Its: Authorized Signatory

The Escrow Agent acknowledges receipt of this Second Amendment.



/s/ Grushko & Mittman, P.C. GRUSHKO & MITTMAN, P.C. – Escrow Agent

EX-99.3 4 f42425a4exv99w3.htm EXHIBIT 99.3 exv99w3

Exhibit 99.3

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

This Second Amendment made as of July 9, 2008 relates to the Stock Purchase Agreement entered into as of February 12, 2008, by and among Iroquois Master Fund, Ltd. and Ellis Capital LP (“Buyers”) and Rudolf and Doris Gunnerman (“Gunnerman”) as amended pursuant to written agreement dated as of April 18, 2008.

1. The Purchase Price of the 1,250,000 shares of Common Stock subject to the Stock Purchase Agreement is reduced to $1.50 per share of Common Stock.

2. Buyers hereby notify Gunnerman and the Escrow Agent that Buyers are exercising in full their right to purchase 1,250,000 share of Purchased Stock at the per share Purchase Price of $1.50 as follows:


	Shares of	Aggregate
Buyer	Purchased Stock	Purchase Price
Ellis Capital LP	375,000	$ 562,500.00
Iroquois Master Fund Ltd.	875,000	$1,312,500.00

3. The procedures set forth in the Escrow Agreement shall apply to the payment and release of the Second Closing Purchase Price (as defined in the Escrow Agreement) and reissuance and release of the Second Closing Shares (as defined in the Escrow Agreement).

4. Buyers hereby release Gunnerman from the sale restrictions of a Lockup Agreement dated as of February 12, 2008, made by Gunnerman for Buyers’ benefit.

5. Capitalized terms employed herein shall have the meanings given to them in the Stock Purchase Agreement.

6. Except as modified herein, all of the terms of the Stock Purchase Agreement remain in full force and effect.

7. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Purchase Agreement apply to this Second Amendment.

8. This Second Amendment shall be effective immediately.

IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the first date above written.



/s/ Rudolf Gunnerman RUDOLF GUNNERMAN		/s/ Doris Gunnerman DORIS GUNNERMAN

PURCHASERS


IROQUOIS MASTER FUND LTD.		ELLIS CAPITAL LP

/s/ Richard Abbe By: Richard Abbe		/s/ Martin Chopp By: Martin Chopp
Its: Authorized Signatory		Its: Authorized Signatory

The Escrow Agent acknowledges receipt of this Second Amendment.



/s/ Grushko & Mittman, P.C. GRUSHKO & MITTMAN, P.C. – Escrow Agent

EX-99.4 5 f42425a4exv99w4.htm EXHIBIT 99.4 exv99w4

Exhibit 99.4

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT

This Amendment No. 1 made as of July 9, 2008 relates to the Stock Option Agreement entered into as of February 12, 2008, by and among Iroquois Master Fund Ltd. and Ellis Capital LP as Optionees and Rudolf and Doris Gunnerman as Stockholders.

1. The right to exercise the Option is extended until (i) July 11, 2009, or (ii) such later date pursuant to Section 2 of the Stock Option Agreement.

2. The Purchase Price is reduced to $1.50 for each Option Share, subject to further adjustment as described in the Stock Option Agreement.

3. Capitalized terms employed herein shall have the meanings given to them in the Stock Option Agreement.

4. Except as modified herein, all of the terms of the Stock Option Agreement remain in full force and effect.

5. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Option Agreement apply to this Amendment No. 1.

6. This Amendment No. 1 shall be effective immediately.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the first date above written.



/s/ Rudolf Gunnerman RUDOLF GUNNERMAN		/s/ Doris Gunnerman DORIS GUNNERMAN

OPTIONEES


IROQUOIS MASTER FUND LTD.		ELLIS CAPITAL LP

/s/ Richard Abbe By: Richard Abbe		/s/ Martin Chopp By: Martin Chopp
Its: Authorized Signatory		Its: Authorized Signatory

ACKNOWLEDGED:



/s/ Grushko & Mittman, P.C. GRUSHKO & MITTMAN, P.C. – Escrow Agent

EX-99.5 6 f42425a4exv99w5.htm EXHIBIT 99.5 exv99w5

Exhibit 99.5

AMENDMENT NO. 3 TO STOCK OPTION AGREEMENTS

This Amendment No. 3 made as of July 9, 2008 relates to the Stock Option Agreements entered into as of April 24, 2007, by and among Optionees identified on Schedule A hereto and Rudolf and Doris Gunnerman as Stockholders.

1. The right to exercise the Option is extended until (i) July 11, 2009, or (ii) such later date pursuant to Section 2 of the Stock Option Agreement.

2. The Purchase Price is reduced to $1.50 for each Option Share, subject to further adjustment as described in the Stock Option Agreement.

3. Capitalized terms employed herein shall have the meanings given to them in the Stock Option Agreements.

4. Except as modified herein, all of the terms of the Stock Option Agreements remain in full force and effect.

5. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Option Agreements apply to this Amendment No. 3.

6. This Amendment No. 3 shall be effective immediately.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the first date above written.



/s/ Rudolf Gunnerman RUDOLF GUNNERMAN		/s/ Doris Gunnerman DORIS GUNNERMAN

ACKNOWLEDGED:



/s/ Grushko & Mittman, P.C. GRUSHKO & MITTMAN, P.C. – Escrow Agent

SCHEDULE A TO AMENDMENT NO. 3
TO STOCK OPTION AGREEMENT

OPTIONEES

ELLIS CAPITAL LLC
20 East Sunrise Highway
Valley Stream, NY 11581
Fax: (516) 887-8990

ABRAHAM WOLFSON, successor to Mayflower Oak LLC
One State Street Plaza, 29^th Floor
New York, NY 10004
Fax: (212) 363-8459

SOUTH FERRY #2, LP, successor to Mayflower Oak LLC
One State Street Plaza, 29^th Floor
New York, NY 10004
Fax: (212) 363-8459

MORRIS WOLFSON, successor to Mayflower Oak LLC
One State Street Plaza, 29^th Floor
New York, NY 10004
Fax: (212) 363-8459

AARON WOLFSON, successor to Mayflower Oak LLC
One State Street Plaza, 29^th Floor
New York, NY 10004
Fax: (212) 363-8459

ELI LERISTON, successor to Mayflower Oak LLC
One State Street Plaza, 29^th Floor
New York, NY 10004
Fax: (212) 363-8459

IROQUOIS MASTER FUND LTD.
641 Lexington Avenue
New York, NY 10022
Fax: (212) 207-3452

SCOT COHEN
641 Lexington Avenue
New York, NY 10022
Fax: (212) 207-3452

SCOTT JASON COHEN FOUNDATION INC.
641 Lexington Avenue
New York, NY 10022
Fax: (212) 207-3452

MERAV ABBE IRREVOCABLE TRUST
641 Lexington Avenue
New York, NY 10022
Fax: (212) 207-3452

EDWARD G. ROSENBLOM
38 Jackson Drive
Cresskill, NJ 07626
Fax: (201) 569-1950

DEVIDAS BUDRANI
50 Avenue Road
London, England
United Kingdom, NW8
Fax: 011-44-207-483-4138

JOSHUA SILVERMAN
3 Pinecrest Avenue
Scarsdale, NY 10583

PHIL MIRABELLI
360 East 55^th Street, Apt. 8-K
New York, NY 10022
Fax: (212) 207-3452

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