sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PAhRlMrVNCUzt919t+AXhv2rqizWV3Q+aI2RfaYVAn2z/E34V9MpF9y/TK8Fb2DF vV+8WbN3nXfVEOXFL8h2eQ== 0000950123-09-049992.txt : 20091013 0000950123-09-049992.hdr.sgml : 20091012 20091013160645 ACCESSION NUMBER: 0000950123-09-049992 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 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: 091116932 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 MAIL ADDRESS: STREET 1: 6601 WINDY HILL WAY CITY: RENO STATE: NV ZIP: 89511 SC 13D/A 1 f53761sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

June 5, 2009

(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).


CUSIP No.		865378103		Page		2		of		14

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

17,507,803

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,000

WITH

SHARED DISPOSITIVE POWER

17,507,803

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,509,803

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5%*

TYPE OF REPORTING PERSON

* Based on 89,944,029 shares of the issuer’s common stock outstanding as of July 31, 2009 as reported in the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009.


CUSIP No.		865378103		Page		3		of		14

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

(d) 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

17,507,803

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

17,507,803

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,507,803

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5%*

TYPE OF REPORTING PERSON

* Based on 89,944,029 shares of the issuer’s common stock outstanding as of July 31, 2009 as reported in the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009.


CUSIP No.		865378103		Page		4		of		14

SCHEDULE 13D/A

This Amendment No. 6 (the “Amendment No. 6”) 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, as amended by Amendment No. 3 filed on February 29, 2008, as amended by Amendment No. 4 filed on July 28, 2008, and as amended by Amendment No. 5 filed on October 21, 2008 (the “Amendment No. 5”) 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. 5 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.

Pursuant to a Stock Purchase Agreement, dated February 12, 2008 and amended as of April 18, 2008 and July 9, 2008, by and among the Reporting Persons, Iroquois Master Fund Ltd. and Ellis Capital LP, the Reporting Persons sold in the aggregate 750,000 shares of Common Stock at $4.00 per share to Iroquois Master Fund Ltd. and Ellis Capital LP on February 25, 2008. Additionally, the Reporting Persons sold 1,250,000 shares of Common Stock at $1.50 per share to Iroquois Master Fund Ltd. and Ellis Capital LP on July 9, 2008.

Pursuant to a Stock Purchase Agreement, dated October 3, 2008 (the “Second Stock Purchase Agreement”), by and among the Reporting Persons and the buyers identified on Schedule A thereto, the Reporting Persons sold 2,512,5000 share of Common Stock at $2.00 per share to such buyers on a proportionate basis on October 10, 2008 (the “Initial Closing Date”). Additionally, the Reporting Persons agreed to sell to such buyers an additional 2,512,500 shares of Common stock on the fifth business days after the eighth month anniversary of the Initial Closing Date (the “Second Closing Date”). The purchase price for the additional 2,512,500 shares of Common Stock was ninety percent of the daily volume weighted average price as reported by Bloomberg LP for the principal trading market for the Common Stock for the 30 trading days immediately preceding the eight month anniversary of the date of the Second Stock Purchase Agreement; provided the per share purchase price was not to be more than $2.70 per share. In the event that the per share purchase price for the additional 2,512,500 shares of Common Stock was $2.70 or less per share, each buyer had the option of canceling the purchase of such buyer’s proportionate amount of the additional 2,512,500 shares of Common Stock available for purchase. Pursuant to the First Amendment (as defined below), the Reporting Persons agreed to extend the buyers’ option to purchase the additional 2,512,5000 shares to June 5, 2010.

Pursuant to a Stock Purchase Agreement, dated August 17, 2009 (the “Third Stock Purchase Agreement”), by and among the Reporting Persons and the buyers identified on Schedule A thereto, the


CUSIP No.		865378103		Page		5		of		14

Reporting Persons sold 1,629,000 share of Common Stock at $1.10 per share to such buyers on a proportionate basis on August 24, 2009.

Pursuant to a Stock Option Agreement, dated April 24, 2007 and as amended on November 27, 2007, February 12, 2008 and July 9, 2008 (the “First Option Agreement”), by and among the Reporting Persons and the optionees identified on the signature pages attached thereto, the optionees had the right to purchase 1,500,000 shares of Common Stock from the Reporting Persons at $1.50 per share until (i) July 11, 2009, or (ii) if the option to purchase the 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 Stock Option Agreement, dated February 12, 2008 and as amended on July 9, 2008 (the “Second Option Agreement”), by and among the Reporting Persons, Iroquois Master Fund Ltd. and Ellis Capital LP, Iroquois Master Fund Ltd. and Ellis Capital LP had the right to purchase 2,000,000 shares of Common Stock from the Reporting Persons at $1.50 per share until (i) July 11, 2009 or (ii) if the option to purchase the 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.

Concurrent with entry into the Second Stock Purchase Agreement, the Reporting Persons entered into a Stock Option Agreement, dated October 3, 2008 (the “Third Option Agreement”) with the optionees listed in Schedule A thereto. Pursuant to the Third Option Agreement, the optionees collectively were granted an option to purchase up to 5,025,000 shares of Common Stock at $2.00 per share. The option to purchase the first 2,512,500 shares, in whole or in part, by the optionees commenced on the Initial Closing Date and continues through the one year anniversary of the Initial Closing Date. The option to purchase the second 2,512,500 shares, in whole or in part, by the optionees commences on the Second Closing Date and continues through the one year anniversary of the Second Closing Date. Notwithstanding the foregoing, if such options to purchase the 5,025,000 shares cannot be exercised on the Initial Closing Date or the Second Closing Date 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. Furthermore, an optionee shall not be entitled to exercise the option to purchase its proportionate share on the Initial Closing Date or Second Closing Date if the sum of (i) the number of shares of Common Stock beneficially owned by such optionee and its affiliates on the Initial Closing Date or Second Closing Date, and (ii) the number of shares of Common Stock purchasable on the Initial Closing Date or Second Closing Date, would result in beneficial ownership by such optionee and its affiliates of more than 4.99% of the outstanding shares of Common Stock on the Initial Closing Date or Second Closing Date. Each optionee may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to the Reporting Persons.

Pursuant to an Amendment to Various Stock Option Agreements entered into as of June 5, 2009 (the First Amendment”), the Reporting Persons agreed to extend the option exercise period for the


CUSIP No.		865378103		Page		6		of		14

Common Stock purchasable pursuant to the First Stock Option Agreement, the Second Stock Option Agreement and the Third Stock Option Agreement to the later of (i) June 5, 2010, or (ii) such later date pursuant to such stock option agreements. The First Amendment also reduced the exercise price for the Common Stock purchasable pursuant to the First Stock Option Agreement, the Second Stock Option Agreement and the Third Stock Option Agreement as follows: (x) the exercise price was reduced to $0.75 per share until June 15, 2009, provided each optionee identified in the First Amendment exercised the right to purchase the specified shares (the “$0.75 Option Shares”), (y) provided that all the $0.75 Option Shares were purchased, the exercise price of the additional option shares as specified in the First Amendment (the “Additional Option Shares”) were reduced to $1.00 per share, and (z) the exercise price for the remaining option shares that were not the $0.75 Options Shares or the Additional Option Shares was reduced to the price set forth in the Third Stock Option Agreement.

Pursuant to an Amendment to Stock Option Agreements entered into as of August 17, 2009 (the “Second Amendment”), the Reporting Persons agreed to reduce the exercise price for the Common Stock purchasable pursuant to the First Stock Option Agreement, the Second Stock Option Agreement and the Third Stock Option Agreement to the lower of (i) the price per share for the Common Stock set forth in the relevant stock option agreements, or (B) $1.10 per share; provided that the optionees exercise the option to purchase the Common Stock from any stock option agreement between the Reporting Persons and such optionees aggregating to at least $500,000 total purchase price no later than September 31, 2009.

Pursuant to the Second Amendment, on September 4, 2009, one of the optionees, Ellis International, exercised its option to purchase 136,364 shares of Common Stock at $1.10 per share. Another optionee, Scot Cohen, exercised his option to purchase 125,000 shares of Common Stock at $1.10 per share on September 9, 2009.

Pursuant to a Stock Option Agreement, dated August 17, 2009 (the “Fourth Option Agreement”), by and among the Reporting Persons and the optionees listed in Schedule A thereto, the optionees collectively were granted an option to purchase up to 814,500 shares of Common Stock at $1.10 per share. The option to purchase the 814,500 shares, in whole or in part, by the optionees expires on August 31, 2010; provided however, if such option cannot be exercised on August 31, 2010 by reason of any applicable judgment, decree, order, law or regulation, such option to purchase shall remain exercisable and shall not terminate until the 30^th business day after such impediment shall have been removed. Five exercises of the option by an optionee are allowed. Furthermore, an optionee shall not be entitled to exercise the option to purchase its proportionate share on the closing date of the option exercise if the sum of (i) the number of shares of Common Stock beneficially owned by such optionee and its affiliates on the closing date of the option exercise, and (ii) the number of shares of Common Stock purchasable on the closing date of the option exercise, would result in beneficial ownership by such optionee and its affiliates of more than 4.99% of the outstanding shares of Common Stock on the closing date of the option exercise. Each such optionee for itself only, may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to the Reporting Persons. The Reporting Persons entered into an escrow arrangement with the optionees relating to the escrow of the 814,500 shares of Common Stock.

The Third Stock Purchase Agreement, the First Amendment, the Second Amendment and the Fourth Option Agreement are attached as exhibits to this Amendment No. 6 and the foregoing summaries of the same agreements are qualified in their entirety by reference to the complete text of the


CUSIP No.		865378103		Page		7		of		14

documents which are incorporated herein by reference. All other agreements referenced in this Amendment No. 6 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, 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. 5 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. 6 is based upon 89,944,029 shares of the Company’s common stock outstanding as of July 31, 2009 as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009.

As of October 13, 2009, Dr. Gunnerman beneficially owned 17,509,803 shares of Common Stock constituting approximately 19.5% of the Company’s outstanding shares of Common Stock. The shares held by Dr. Gunnerman include (A) 17,507,803 shares held jointly with Mrs. Gunnerman, which includes (i) all the shares of Common Stock subject to various stock option agreements, and (ii) 2,000 shares held by Dr. Gunnerman individually.

As of October 13, 2008, Mrs. Gunnerman beneficially owned 17,507,803 shares of Common Stock constituting approximately 19.5% 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 all the shares of Common Stock subject to various stock option agreements.

The Reporting Persons share the power to vote and dispose of, or to direct the vote or disposition of, the 17,507,803 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.

(d) Not applicable.

(e) Not applicable.


CUSIP No.		865378103		Page		8		of		14

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		Amendment to Various Stock Option Agreements, dated as of June 5, 2009, by and among the Reporting Persons and the parties listed therein.

	99.3		Stock Purchase Agreement, dated as of August 17, 2009, by and among the Reporting Persons and the parties listed in Schedule A thereto.

	99.4		Amendment to the Stock Option Agreement, dated as of August 17, 2009, by and among the Reporting Persons and the parties listed therein.

	99.5		Stock Option Agreement, dated as of August 17, 2009, by and among the Reporting Persons and the parties listed in Schedule A thereto.


CUSIP No.		865378103		Page		9		of		14

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: October 13, 2009	By:	/s/ Rudolf W. Gunnerman
		Rudolf W. Gunnerman


Dated: October 13, 2009	/s/ Doris M. Gunnerman
	Doris M. Gunnerman

EX-99.1 2 f53761exv99w1.htm EX-99.1 exv99w1

EXHIBIT 99.1


CUSIP No.		865378103		Page		10		of		14

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. 6 to Schedule 13D is being filed on behalf of each of the undersigned.



Dated: October 13, 2009	By:	/s/ Rudolf W. Gunnerman
		Rudolf W. Gunnerman



Dated: October 13, 2009		/s/ Doris M. Gunnerman
		Doris M. Gunnerman

EX-99.2 3 f53761exv99w2.htm EX-99.2 exv99w2

EXHIBIT 99.2

AMENDMENT TO VARIOUS STOCK OPTION AGREEMENTS

This Amendment To Various Stock Option Agreements (“June 2009 Amendment”) is made as of June 5, 2009 relates to the Stock Option Agreement dated April 24, 2007, the Stock Option Agreement dated April 24, 2007, the Stock Purchase Agreement dated February 12, 2008, the Stock Option Agreement dated February 12, 2008, the Stock Purchase Agreement dated October 8, 2008, and the Stock Option Agreement dated October 8, 2008 (each, a “Stock Option Agreement”), entered into by and among some or all of the Optionees or Buyers as defined therein (hereinafter, the “Optionees”) identified on Schedule A hereto and Rudolf and Doris Gunnerman as Stockholders, as defined therein.

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. The Stockholders hereby extend the Optionees’ right, obligation and/or right to cancel such obligation to purchase common stock from the Stockholders pursuant to each Stock Option Agreement, including the Second Closing date as defined in the Stock Purchase Agreement dated October 8, 2008, until the later of (i) June 5, 2010, or (ii) such later date pursuant to such Stock Option Agreement.

2. The Purchase Price of the Option Shares (each as defined in the Stock Option Agreement dated October 8, 2008) is hereby reduced to $0.75 per share until June 15, 2009, provided each Optionee identified on Schedule B exercises the right to purchase the number of Option Shares set forth on Schedule B for such Optionee (the “$0.75 Option Shares”). Provided all Optionees exercise the option to purchase the Option Shares with respect to all the $0.75 Option Shares prior to June 30, 2009, then the Purchase Price of the amount of additional Option Shares set forth on Schedule C shall be reduced to $1.00 (“Additional Option Shares”). The Purchase Price of the remaining Option Shares not changed pursuant to this June 2009 Agreement, shall be as set forth in the Stock Option Agreement dated October 8, 2008.

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.

6. This June 2009 Amendment shall be effective immediately.

In Witness Whereof, the undersigned have executed this Amendment To Various Stock Option Agreements as of the first date above written

STOCKHOLDERS


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

OPTIONEE

_____________________

SCHEDULE A TO AMENDMENT TO
VARIOUS STOCK OPTION AGREEMENTS

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, 29th Floor
New York, NY 10004
Fax: (212) 363-8459

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

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

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

ELI LERISTON, successor to Mayflower Oak LLC
One State Street Plaza, 29th 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 55th Street, Apt. 8-K
New York, NY 10022
Fax: (212) 207-3452

Iroquois Capital Opportunity Fund LP
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Joshua Silverman

Ellis International LP
20 East Sunrise HWY, Suite 302
Valley Stream NY, 11581
(516) 887-8990

Colman Abbe
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Richard Abbe

Abbe Berman Foundation Trust
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Richard Abbe

Nancy Abbe Trust
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Richard Abbe

Richard K. Abbe Custodian for Samantha Abbe
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Richard Abbe

Richard K. Abbe Custodian for Talia Abbe
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452,
Attn: Richard Abbe

Richard K. Abbe Custodian for Bennett Abbe
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Richard Abbe

American Capital Management LLC
641 Lexington Ave., 26th Floor,
New York NY 10022
(212) 207-3452
Attn: Philip Mirabelli

Romano Ltd.
140, Birmensdorferstrasse
Zurich, Switzerland, 8003
Attn: Moses Kraus

Rainmaker Associates Inc.
37 W 26th St. Suite 407
New York, NY 10010
(212) 689-7518
Attn: Jonathan Manela

Ari Goldman
20-26 Industrial Ave
Fairfield NJ, 07022
(201) 943- 5468

Martin Goldman
20-26 Industrial Ave
Fairfield NJ, 07022
(201) 943- 5469

Empire Group, Ltd.
do Primeway SA
7 rue du Rh’One
1204 Geneva Switzerland
011 41 22 307 37 24
Attention Sanjay Kumar

Mayflower Oak LLC
One State Street Plaza 29th floor
New York NY 10004
Attn: Morris Wolfson

SCHEDULE B TO AMENDMENT TO
VARIOUS STOCK OPTION AGREEMENTS


	$0.75
	Option
Optionee	Shares
Iroquois Master Fund Ltd.		207,254
Iroquois Capital Opportunity Fund LP		207,251
Scot Cohen		193,437
Merav Abbe Irrevocable Trust		27,634
Philip Mirabelli		13,817
Abbe Berman Foundation Trust		11,054
American Capital Management, LLC		55,268
Colman Abbe		6,908
Joshua Silverman		55,268
Nancy Abbe Trust		13,817
Richard K. Abbe Custodian for Samantha Abbe		5,527
Richard K. Abbe Custodian for Talia Abbe		5,527
Richard K. Abbe Custodian for Bennett Abbe		5,527
Ellis International LP		221,071
Romano Ltd.		55,268
Rainmaker Associates, Inc.		27,634
Ari Goldman		27,634
Martin Goldman		27,634
Mayflower Oak, LLC		138,169
Devidas Budrani		0
Empire Group, Ltd		27,634

Total		1,333,333

SCHEDULE C TO AMENDMENT TO
VARIOUS STOCK OPTION AGREEMENTS


	Additional
	Option
Optionee	Shares
Iroquois Master Fund Ltd.		542,746
Iroquois Capital Opportunity Fund LP		542,749
Scot Cohen		506,563
Merav Abbe Irrevocable Trust		72,366
Philip Mirabelli		36,183
Abbe Berman Foundation Trust		28,946
American Capital Management, LLC		144,732
Colman Abbe		18,092
Joshua Silverman		144,732
Nancy Abbe Trust		36,183
Richard K. Abbe Custodian for Samantha Abbe		14,473
Richard K. Abbe Custodian for Talia Abbe		14,473
Richard K. Abbe Custodian for Bennett Abbe		14,473
Ellis International LP		578,929
Romano Ltd.		144,732
Rainmaker Associates, Inc.		72,366
Ari Goldman		72,366
Martin Goldman		72,366
Mayflower Oak, LLC		361,831
Devidas Budrani		8,333
Empire Group, Ltd		72,366

Total		3,500,000

EX-99.3 4 f53761exv99w3.htm EX-99.3 exv99w3

EXHIBIT 99.3

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of August 17, 2009, by and among Rudolf Gunnerman and Doris Gunnerman (“Gunnerman”), and the entities identified on Schedule A hereto, as buyers (each a “Buyer” and collectively “Buyers”).

NOW, THEREFORE, for good and valuable consideration, Gunnerman and Buyers agree as follows:

1. Purchase and Sale. Subject to the terms, conditions and representations in this Agreement, Buyers agree to purchase from Gunnerman and Gunnerman agrees to sell to Buyers in the amounts indicated on Schedule A (each a “Proportionate Amount”) in the aggregate, all rights, title and interest of Gunnerman in and to 1,629,000 shares of $.001 par value restricted common stock (“Common Stock”) of Sulphco, Inc. (the “Company”) (“Purchased Stock”) for the purchase price (“Purchase Price”) described below.

2. Consideration and Payment of Purchase Price.

The Purchase Price for the Purchased Stock shall be $1.10 per share of Common Stock and be payable on the closing date (“Closing Date”). On or prior to the Closing Date, Gunnerman will deliver all of the Purchased Stock to Grushko & Mittman, P.C. as Escrow Agent, which will be held and released pursuant to the terms of an Escrow Agreement among Gunnerman, Buyers and the Escrow Agent relating to the Purchased Stock. The Purchased Stock will be delivered to the Escrow Agent in the Buyers’ names in their Proportionate Amounts or in Gunnerman’s name with a medallion signature guaranteed stock powers endorsed in blank for each Buyer. If such Purchased Stock is delivered in Gunnerman’s name, the Escrow Agent is instructed to arrange for the Company’s transfer agent to reissue the Purchased Stock in each Buyer’s name in such Buyer’s Proportionate Amount as set forth on Schedule A. On or prior to the Closing Date, each Buyer will deliver its Proportionate Amount of $1,791,900 to the Escrow Agent. On the Closing Date, the Escrow Agent will release up to $1,791,900 to Gunnerman and up to 1,629,000 shares of Purchased Stock to the Buyers registered in each Buyer’s name, pursuant to the terms of the Escrow Agreement. The date such funds and shares of Purchased Stock are actually released is the Closing Date.

3. Stock Option Agreements. Gunnerman hereby gives the Buyers the option to purchase an aggregate of 814,500 of Common Stock as set forth on Schedule A.

4. Purchase and Sale.

(a) Effective upon the Closing Date (each a “Closing Date”), and subject to and conditioned upon the terms, covenants, limitations, and conditions contained herein, Gunnerman hereby sells, transfers, and assigns to Buyer, and Buyer hereby purchases and accepts from Gunnerman, in each case on and as of each Closing Date, all of Gunnerman’s rights, title and interest, in, to, and under each such Buyer’s Proportionate Share of the Purchased Stock being sold on such Closing Date.

(b) If Gunnerman receives any dividend or other payments from the Company with respect to the Purchased Stock after the Closing Date, Gunnerman will forward to each Buyer, such Buyer’s allocated portion of such dividends or other payments.

(c) A Buyer shall not be entitled to purchase any shares of Common Stock on the Closing Date if the sum of (i) the number of shares of Common Stock beneficially owned by the Buyer and its Affiliates on the Closing Date, and (ii) the number of shares of Common Stock purchasable on the Closing Date, would result in beneficial ownership by the Buyer and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on the Closing Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Each Buyer, for itself only, shall have the authority and obligation to determine whether the restriction contained in this Section 4(c) will limit any purchases hereunder and to the extent that the Buyer determines that the limitation contained in this Section applies, the determination of the amount of shares of Common Stock purchasable by such Buyer hereunder shall be the responsibility and obligation of the such Buyer. Each Buyer for itself only, may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to Gunnerman. The Buyer may allocate which of the equity of the Company deemed beneficially owned by the Buyer shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

5. Buyer’s Obligations. In connection with the sale and transfer of the Purchased Stock, on or before each Closing Date each Buyer shall deliver to Escrow Agent such Buyer’s Proportionate Amount of the Purchase Price and an executed copy of this Agreement.

6. Representations and Warranties and Covenants of Gunnerman. Each of Rudolf and Doris Gunnerman hereby represents and warrants and covenants to Buyer as follows:

(a) Gunnerman is an individual, who is a U.S. citizen.

(b) Gunnerman has the full power and authority to execute, deliver and perform this Agreement and to enter into and consummate the transactions contemplated by and described in this Agreement. Gunnerman has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Gunnerman, enforceable against Gunnerman in accordance with its terms.

(c) As of the date of issuance of the Purchased Stock to Gunnerman, the Purchased Stock was validly issued, fully paid and nonassessable.

(d) Gunnerman is the legal and beneficial owner and holder of the Purchased Stock and Gunnerman has not pledged, assigned or otherwise previously transferred the Purchased Stock. The Purchased Stock is free and clear of any liens, encumbrances, etc. whatsoever.

(e) Gunnerman has not entered into any agreement or arrangement which would affect their ability to sell the Purchased Stock hereunder.

(f) The Gunnermans were provided with the opportunity to present this Agreement and related documentation to an attorney for review. They understand that the transaction contemplated by this Agreement is a sophisticated business and financial transaction, and they have the acumen and experience to review this Agreement and related documentation and to enter into the transactions set forth in the Agreement without the aid of counsel. They acknowledge that they have not relied upon the advice, judgment or counsel of attorneys for Buyers and they waive any claims the may have against such counsel arising out of this transaction.

(g) Gunnerman is responsible for making any filings required to be made by him with all regulatory bodies arising from the transactions contemplated hereby.

(h) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Gunnerman.

7. Representations and Warranties of Buyer. Each Buyer for itself only, hereby represents and warrants to Gunnerman:

(a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and to enter into and consummate the transactions contemplated by this Agreement. The officer or officers of Buyer who shall execute and deliver this Agreement have been duly authorized to do so by all requisite action on the part of Buyer. Buyer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

(b) Buyer has made such examination, review and investigation of the Purchased Stock and the Company, and of any and all facts and circumstances necessary to evaluate the Purchased Stock it has deemed necessary or appropriate. Except for the representations and warranties specifically and expressly made by Gunnerman above (a) Buyer has been and will continue to be solely responsible for Buyer’s own independent investigations as to all aspects of the contemplated transactions; and (b) Buyer has not relied upon any expressed or implied, written or oral, representation, warranty or other statement by or on behalf of Gunnerman concerning the Purchased Stock and the Company, except for such representations and warranties of Gunnerman as are specifically and expressly provided in this Agreement.

(c) Buyer is acquiring the Purchased Stock without any view either to participate in (other than as described in this Agreement), or to sell the Purchased Stock in connection with any public distribution thereof, and Buyer has no intention of making any distribution of the Purchased Stock in a manner which would violate applicable securities laws; provided, however, that nothing in this Agreement shall restrict or limit in any way Buyer’s ability and right to dispose of all or part of the Purchased Stock in accordance with such laws if at some future time Buyer deems it advisable to do so.

8. Excluded Information. Each of Gunnerman and the Buyers may have come into possession of non-public information related to the Company that may not be known to the other, and will not be disclosed to the other, which information, may be material to the Company and/or the value of the Purchased Stock (collectively “Excluded Information”). The foregoing notwithstanding, each party hereto has decided to proceed with the transactions described herein and all other agreements among the parties. Each party shall have no liability to the other or its affiliates and each party, on behalf of itself and its affiliates, waives any and all claims it might have against the other or any of its officers, directors, agents, affiliates, partners, managers or members, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each party has not requested and does not want to receive any of the Excluded Information.

9. Taxes. Each party shall be responsible for the payment of all taxes and charges, including sales and transfer taxes and recording taxes, resulting from or payable in connection with the Agreement for which each party is liable as a matter of law. No party shall have the obligation to pay taxes due by another party.

10. Further Assurances. Effective upon the date of this Agreement, Gunnerman, and each Buyer each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby.

11. Miscellaneous.

(a) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


		If to Gunnerman:		Rudolf Gunnerman and Doris Gunnerman
				6601 Windy Hill Way
				Reno, NV 89511
				Fax: (775) 826-2727

Notice to either Rudolf Gunnerman or Doris Gunnerman shall be deemed notice to both of Rudolf Gunnerman and Doris Gunnerman.


		If to Buyers:		To the one or more addresses and telecopier numbers
				indicated on Schedule A hereto

		With a copy to:		Grushko & Mittman, P.C.
				551 Fifth Avenue, Suite 1601
				New York, New York 10176
				Fax: (212) 697-3575

(b) No Waiver. No delay or omission by either party hereto in exercising any right or power arising from any default by the other party hereto shall be construed as a waiver of such default or as an acquiescence therein, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right or power arising from any default by the other party hereto. No waiver of any breach of any of the covenants or conditions contained in this Agreement shall be construed to be a waiver of or an acquiescence in or a consent to any previous or subsequent breach of the same or of any other condition or covenant.

(c) No Third Party Beneficiary. This Agreement is made for the sole benefit of Gunnerman and Buyers and their respective successors and permitted assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of either party hereto or arising from any default by either party hereto.

(d) Attorney Fees and Costs. In the event any legal action is undertaken in order to enforce or interpret any provision of this Agreement, the prevailing party in such legal action, as determined by the court, shall be entitled to receive from the other party the prevailing party’s reasonable attorneys’ fees and court costs.

(e) No Agreement to Third Party. This Agreement shall not be assigned by either party without the written consent of the other parties, which consent may be withheld in such other party’s sole discretion.

(f) Integration; Entire Agreement. This Agreement and any documents executed in connection herewith or pursuant hereto constitute the entire understanding between the parties hereto with respect to the subject matter hereof, superseding all prior written or oral understandings, and may not be terminated, modified or amended in any way except by a written agreement signed by each of the parties hereto.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same document. This Agreement may be executed by facsimile signature and delivered by facsimile transmission.

(h) Legal Effect. If any provision of this Agreement conflicts with applicable law, such provision shall be deemed severed from this Agreement, and the balance of this Agreement shall remain in full force and effect.

(i) Choice of Law and Venue; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law. GUNNERMAN AND BUYER WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.

(j) On the Initial Closing Date Gunnerman, shall pay the Buyers’ legal fees of 510,000 to Grushko & Mittman, P.C., out of the Purchase Price (the “Legal Fees”).

[Balance of Page Intentionally Left Blank]

In Witness Whereof, the undersigned have executed this Stock Purchase Agreement as of the first date above written

GUNNERMAN


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

BUYER

_____________________

Schedule A


Investors	Shares		Purchase Price		Option Shares
Iroquois Master Fund Ltd. 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		450,000	$	495,000		225,000
Iroquois Capital Opportunity Fund LP 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		225,000	$	247,500		112,500
Scot Cohen 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		129,000	$	141,900		64,500
Ellis International LP 20 East Sunrise HWY, Suite 302 Valley Stream NY, 11581 (516) 887-8990		330,000	$	363,000		165,000
Merav Abbe Jr. 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452 Attn: Richard Abbe		45,000	$	49,500		22,500
Aaron Wolfson c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10004		150,000	$	165,000		75,000
Morris Wolfson c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10006		70,000	$	77,000		35,000
Eli Levitin c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10007		70,000	$	77,000		35,000
South Ferry #2 LP c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10008		70,000	$	77,000		35,000
Empire Group 140, Birmensdorferstrasse Zurich, Switzerland 8003		45,000	$	49,500		22,500
Joshua Silverman 3 Pinecrest Avenue Scarsdale, NY 10583		45,000	$	49,500		22,500

Total		1,629,000	$	1,791,900		814,500

EX-99.4 5 f53761exv99w4.htm EX-99.4 exv99w4

EXHIBIT 99.4

AMENDMENT TO STOCK OPTION AGREEMENTS

This Amendment To Stock Option Agreements is made as of August 17, 2009 relates to the Stock Option Agreement dated April 24, 2007, the Stock Option Agreement dated February 12, 2008, the Stock Option Agreement dated July 8, 2008 and the Stock Option Agreement dated October 8, 2008, each as amended (the “Stock Option Agreements”) entered into by and among some or all of the Optionees or as defined therein (hereinafter the “Optionees”) and Rudolf and Doris Gunnerman as Stockholders, as defined therein.

For good and valuable consideration and the 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. The Purchase Price of the Option Shares of the Stock Option Agreements shall be the lower of (i) the Purchase Price of such Stock Option Agreement; or (ii) $1.10, provided that Optionees (as defined in Stock Option Agreements) exercise options from any stock option agreement among the Stockholders and any of the Optionees, aggregating to at least $500,000 total purchase price no later than August 31, 2009.

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

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

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

5. This August 2009 Amendment shall be effective immediately.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

In Witness Whereof, the undersigned have executed this Amendment To Stock Option Agreements as of the first date above written

STOCKHOLDERS


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

OPTIONEE


/s/ Ellis International
ELLIS INTERNATIONAL

/s/ Scot Cohen
SCOT COHEN

EX-99.5 6 f53761exv99w5.htm EX-99.5 exv99w5

EXHIBIT 99.5

STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of August 17, 2009 by and between the parties listed on Schedule A hereto as Optionees (“Optionees”), and Rudolf Gunnerman and Doris Gunnerman (“Stockholders”) shareholders of Sulphco, Inc., a Nevada corporation (the “Company”).

BACKGROUND

A. The Optionees and Stockholder have entered into that certain Stock Purchase Agreement dated August 17, 2009 (“SPA”), pursuant to which Optionees are purchasing from Stockholders up to 814,500 shares of restricted Common Stock of the Company.

B. Stockholders are the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of at least the amount of shares of outstanding common stock of the Company (“Shares” or “Securities”) necessary to fulfill Stockholders’ obligations hereunder.

C. Capitalized terms not otherwise defined herein shall have the meaning attributed to them in the SPA.

NOW, THEREFORE, in consideration of the execution and delivery by Optionees of the Assignment and the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:

1. Option.

(a) Subject to the terms and conditions set forth in this Agreement, effective immediately, the Stockholders hereby grant to Optionees an option (the “Option”) to purchase up to 814,500 Shares (“Option Shares”) from the Stockholders (for each Optionee up to the Proportionate Amount set forth on Schedule A hereof), at a per share purchase price equal to One Dollar and ten cents ($1.10) per share (the “Purchase Price”).

(b) Simultaneously with the execution of this Option Agreement, Stockholders will deliver the Option Shares into escrow with Grushko & Mittman, P.C., as escrow agent (“Escrow Agent”), pursuant to the form of escrow agreement attached hereto as Exhibit A. If at any time after the date of execution of this Agreement and during the term hereof, Stockholders receive any further shares of stock due to a stock split, or otherwise, with regard to the Option Shares, they shall immediately deliver those shares into escrow with the Escrow Agent.

(c) The Option may be exercised by an Optionee as to its proportionate amount of the Option Shares in whole or in part commencing on the Closing Date and continuing through the one year anniversary of the Closing Date. There may be up to five exercises of the

Option by each Optionee. At the time of each partial exercise the Stockholders shall make a notation in their books and records as to the remaining portion of the Option subject to exercise.

(d) In the event that an Optionee wishes to exercise the Option, it shall send to the Stockholders and Escrow Agent a written notice (the date of each such notice being herein referred to as a “Notice Date”) setting forth its irrevocable election to that effect, which notice also specifies a date not earlier than five (5) business days nor later than thirty (30) business days from the Notice Date for the closing of such purchase (an “Option Closing Date”). The place of any Option Closing shall be at the offices of Grushko & Mittman, P.C. at 551 Fifth Avenue, Suite 1601, New York, NY 10176, and the time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

(e) At the Option Closing, an Optionee shall pay to the Stockholders by delivery to Escrow Agent in immediately available funds by wire transfer to the bank account designated in writing in the Escrow Agreement an amount equal to the Purchase Price. The terms of the Escrow Agreement shall govern mechanics for release of stock and funds and related matters.

(f) At the Option Closing, upon delivery of immediately available funds as provided above, the Escrow Agent shall deliver: (i) to the Optionee a certificate or certificates representing the Option Shares to be purchased at such Option Closing (or, a certificate endorsed in blank) and registered on the books and records of the Company in Optionee’s name, which Securities shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, and (ii) to Stockholders, the Purchase Price.

(g) In the event of any change in the Common Stock by reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Option Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Optionee shall receive upon exercise of the Option the number and class of shares or other securities or property together with any additional shares delivered to the Escrow Agent pursuant to Section 1(b) above that Optionee would have received if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.

2. Termination. The right to exercise this Option shall terminate on the Termination Date. Notwithstanding the foregoing, if the Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, the Option shall remain exercisable and shall not terminate until thirty (30) business day after such impediment shall have been removed. Notwithstanding the termination of the Option or this Agreement, Optionees shall be entitled to purchase the Securities if it has exercised the Option in accordance with the terms hereof prior to such termination and such termination shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination.

3. Representations and Warranties of the Stockholders. The Stockholders hereby represent and warrant to Optionees as follows:

(a) Due Authorization; Enforceability. The Stockholders have full power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholders, and no other proceedings on the part of the Stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholders and constitutes a valid and binding agreement of the Stockholders, enforceable against such Stockholders in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and to general principles of equity.

(b) Ownership of Securities: Voting Rights. The Stockholders have sole voting power with respect to the Option Shares. The Option Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding to which the Stockholders are a party restricting or otherwise relating to the voting, dividend rights or disposition of the Option Shares.

(c) No Encumbrances. Upon the exercise of the Option and the delivery to an Optionee by Stockholders of a certificate or certificates, or other similar document, evidencing the Option Shares, Optionee will receive good, valid and marketable title to the Shares, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Optionees’ voting rights, charges and other encumbrances of any nature whatsoever (except any security interest created by Optionees).

(d) No Conflicts. No authorization, consent or approval of any court or any public body or authority is necessary for the consummation by the Stockholders of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Stockholders will not constitute a breach, violation or default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien or encumbrance upon any of the properties or assets of such Stockholders under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument to which such Stockholders are a party or by which his or her properties or assets are bound, other than breaches, violations, defaults, terminations, accelerations or creation of liens and encumbrances which, in the aggregate, would not materially impair the ability of such Stockholders to perform his or her obligations hereunder.

(e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholders.

(f) Legal Representation. Stockholders were provided with the opportunity to present this Agreement and related documentation to an attorney for review and have determined

upon their own free will to not avail themselves of such right. They understand that the transaction contemplated by this Assignment is a sophisticated business and financial transaction, and they have the acumen and experience to review this Assignment and related documentation and to enter into the transactions set forth in the Assignment without the aid of counsel. They acknowledge that they have not relied upon the advice, judgment or counsel of attorneys for the Optionees and they waive any claims they may have against them arising out of this transaction

4. Representations and Warranties of Optionees. Each Optionee represents warrants as follows:

(a) Compliance with the Securities Act of 1933. The Optionee understands and agrees that the Option Shares have not been registered under the Securities Act of 1933 (“1933 Act”) or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Optionee contained herein), and that Option Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.

(b) Status of Optionee. The Optionee is, and will be at the time of the exercise of the Option, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Optionee to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Optionee has the authority and is duly and legally qualified to purchase and own the Option Shares. The Optionee is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Optionee is accurate.

(c) Restricted Securities. Optionee will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Option Shares unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.

(d) Upon exercise of the Option in whole or in part, the Option Shares issued shall bear the following or similar legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

5. Stockholders Covenants. The Stockholders hereby covenant and agree as follows:

(a) The Stockholders hereby agree, while this Agreement is in effect, and except as contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, “Sell,” “Sold” or “Sale,” as the case may be), any of the Option Shares.

(b) The Stockholders agree not to engage in any action or omit to take any action which would have the effect of preventing or disabling Stockholders from delivering the Option Shares to Optionees or otherwise performing its obligations under this Agreement.

(c) The Stockholders are responsible for making any filings required to be made by him with all regulatory bodies arising from the transactions contemplated hereby.

6. Miscellaneous.

(a) Fees and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses, except for the Legal Fees set forth in the SPA.

(b) Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

(c) Choice of Law and Venue; Jury Trial Waiver. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law. STOCKHOLDERS AND OPTIONEES WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.

(d) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or

the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


If to Stockholders:		Rudolf Gunnerman
		6601 Windy Hill Way
		Reno, NV 89511
		Fax: (775) 826-2727

Notice to either Rudolf Gunnerman or Doris Gunnerman shall be deemed notice to both of Rudolf Gunnerman and Doris Gunnerman.


If to Optionees:		To the one or more addresses and telecopier numbers indicated on Schedule A hereto

With a copy to:		Grushko & Mittman, P.C.
		551 Fifth Avenue, Suite 1601
		New York, New York 10176
		Fax: (212) 697-3575

(e) Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without the consent required pursuant to the preceding sentence shall be null and void. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

(f) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(g) Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.

(h) Further Assurances. Each party hereto shall perform such further acts and execute such further documents as may reasonably be required to carry out the provisions of this Agreement.

(i) Blocker. An Optionee shall not be entitled to purchase any shares of Common Stock pursuant to this Agreement if the sum of (i) the number of shares of Common Stock beneficially owned by the Optionee and its Affiliates on the Closing Date, and (ii) the number of shares of Common Stock purchasable on the Closing Date, would result in beneficial ownership by the Optionee and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on the Closing Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Each Optionee, for itself only, shall have the authority and obligation to determine whether the restriction contained in this Section 4(c) will limit any purchases hereunder and to the extent that the Optionee determines that the limitation contained in this Section applies, the determination of the amount of shares of Common Stock purchasable by such Optionee hereunder shall be the responsibility and obligation of the such Optionee. Each Optionee for itself only, may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to Gunnerman. The Optionee may allocate which of the equity of the Company deemed beneficially owned by the Optionee shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

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In Witness Whereof, the undersigned have executed this Stock Option Agreement as of the first date above written

STOCKHOLDERS


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

OPTIONEE

_____________________

SCHEDULE A TO STOCK OPTION AGREEMENT


Investors	Option Shares
Iroquois Master Fund Ltd. 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		225,000
Iroquois Capital Opportunity Fund LP 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		112,500
Scot Cohen 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452		64,500
Ellis International LP 20 East Sunrise HWY, Suite 302 Valley Stream NY, 11581 (516) 887-8990		165,000
Colman Abbe 641 Lexington Ave., 26th Floor, New York NY 10022 (212) 207-3452 Attn: Richard Abbe		22,500
Aaron Wolfson c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10004		75,000
Morris Wolfson c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10006		35,000
Eli Levitin c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10007		35,000
South Ferry #2 LP c/o Mayflower Oak LLC One State Street Plaza 29th floor New York NY 10008		35,000
Romano Ltd. 140, Birmensdorferstrasse Zurich, Switzerland 8003		22,500
Joshua Silverman 3 Pinecrest Avenue Scarsdale, NY 10583		22,500

Total		814,500

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