Test Agreement

EXHIBIT
    10.1
     

    Test
      Agreement

    


    July
      20,
      2006

    


    This
      agreement (“Agreement”) is entered into between SulphCo®,
      Inc.
      ("SulphCo")
      whose
      primary business address is 850 Spice Islands Drive, Sparks, Nevada, USA 89431,
      and SK Corporation (“SK”) whose primary business address is 99, Seorin-dong,
      Jongro-gu, Seoul 110-110, Korea. SK Corporation, also referred to in this
      Agreement singularly as “Party” and plural as “Parties”.

     

    WHEREAS,
      SulphCo has developed and owns proprietary and patented SonocrackingTM
      Technology
      (“Technology”) that substantially upgrades crude oil through the use of
      ultrasound. The Technology can be applied to both upstream and downstream crude
      oil processes and may further be applicable to other petrochemical and chemical
      compounds.

    


    WHEREAS,
      the Parties have previously entered into a Secrecy/Non-Disclosure Agreement
      (“Confidentiality Agreement”) dated July 19, 2006.

    


    WHEREAS,
      the Parties wish to determine the technical benefits of the
      Technology on
      crude
      oil currently owned or processed by SK in order to determine the technical
      viability of the Technology to SK’s upstream and downstream petroleum related
      assets.

    


    Now,
      therefore, under the terms and conditions set forth below, the Parties agree
      as
      follows:

    


    1.
      TERM.
      The
      Parties shall cooperate for the purpose of pilot plant testing in SulphCo’s
      facilities of several crude oil or other petroleum feedstocks provided by SK.
      The tasting period and term of this Agreement shall begin on the above date
      and
      extend until such
      period as is necessary to obtain the last main data and results (“Tests”) by SK,
      and at the latest on December 31, 2006, which deadline may be extended by mutual
      written agreement between the Parties.

    


    2.
      RESPONSIBILITIES OF THE PARTIES.
      During
      the Term of this Agreement, SK at its cost shall;

    


    
      	 	
              ·

            	
              Select
                and ship to SulphCo sufficient amounts of crude oils or other petroleum
                feedstocks from SK refineries for evaluation of treatment with the
                Technology. SK understands that its crude oils should have an API
                degree
                gravity higher than 15 and optimally between 15 and
                25.

            


    

    
      	 	
              ·

            	
              Perform
                a full crude evaluation program on the base crude oils selected fro
                evaluation.

            


    

    
      	 	
              ·

            	
              Reimburse
                SulphCo for the cost of sample containers in the appropriate size,
                quantity and specification for shipment of treated crude oils from
                SulphCo
                to SK laboratories.

            


    

    
      	 	
              ·

            	
              Ship
                treated crude oil sample containers from SulphCo to SK laboratories
                for
                evaluation.

            


    

    
      	 	
              ·

            	
              Send
                up to four representatives to SulphCo to witness the treatment of
                crude
                oils with the Technology.

            


    

    
      	 	
              ·

            	
              Perform
                a full Crude Evaluation on the treated crude
                oils.

            


    

    
      	 	
              ·

            	
              Share
                main data and results (“Tests”) with SulphCo within 3 weeks of generating
                such data and results. Such written analytical test reports shall
                be
                drafted in English.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    During
      the Term of this Agreement, SulphCo at its cost shall:

    


    
      	 	
              ·

            	
              Receive,
                label and store the crude oils or other petroleum feedstocks shipped
                from
                SK’s refineries.

            


    

    
      	 	
              ·

            	
              Perform
                baseline tests on each barrel of base crude
                oil.

            


    

    
      	 	
              ·

            	
              Treat
                the crude oils with the Technology in the presence of the SK
                representatives.

            


    

    
      	 	
              ·

            	
              Perform
                baseline tests on the treated crude
                oils.

            


    

    
      	 	
              ·

            	
              Fill-
                and, label the sample containers exclusively containing such crude
                oils as
                sent by SK, and as treated by SulphCo with the Technology
                only.

            


    

    
      	 	
              ·

            	
              Share
                main data and results with SK within three weeks of generating such
                data
                and results.

            


    

    


    
      	
              3.

            	
              FUTURE
                AGREEMENTS.
                Both Parties agree that based on verification of financial and technical
                viability of the Technology to SK’s upstream or downstream petroleum
                assets, the determination of which shall be made solely by SK, both
                Parties will eventually negotiate in good faith to enter into a
                cooperation agreement and/or a commercial license agreement prior
                to the
                expiration date of this Agreement.

            


    

    


    
      	
              4.

            	
              ENTIRE
                AGREEMENT.
                Nothing in this Agreement is meant to transfer ownership, rights
                or assets
                of either Party or Technology to the other. SulphCo shall use the
                crude
                oil provided by SK for the tests under this Agreement only and shall
                not
                disclose any information on the composition of same, as well as the
                results obtained therefrom, without SK’s prior formal
                approval.

            


    

    


    Agreed
      to
      on the date above,

     

    

      
        	
                By
                  SulphCo:

              	
                By
                  SK:

              
	 	 
	 	 
	 	 
	
                /S/
                  PETER W. GUNNERMAN

              	
                /S/
                  SAM R. PARK

              
	
                Peter
                  W. Gunnerman

              	
                Name:
                  Sam Ryan G. Park

              
	
                President

              	
                Title:
                  Vice President

              


      

    

     

    


    As
      SulphCo KorAsia, Inc. has the exclusive marketing right in Korea, SulphCo
      KorAsia also witnessed and agreed to this Test Agreement entered between SK
      Corporation and SulphCo, Inc.

    


    


    By
      SulphCo KorAsia

    


    


    /S/
      SANG OK LEE

    Sang
      Ok
      Lee

    President