Exhibit
        4.1

       

      AMENDMENT
        NO. 2 TO SECURITIES
        PURCHASE AGREEMENTS AND WARRANTS 

       

      This
        AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND WARRANTS (this “Amendment
        No. 2”) is made and entered into as of November 28, 2007, by and among Sulphco,
        Inc., a Nevada corporation (the “Company”), and the purchasers identified on the
        signature pages hereto (each, a “Purchaser” and, collectively, the
“Purchasers”).

       

      RECITALS

       

      
        	 	
                1.

              	
                The
                  Company and the Purchasers are parties to (i) a Securities Purchase
                  Agreement, dated as of June 1, 2004 (the “June 1st
                  Purchase Agreement”) pursuant to which the Company issued and sold to the
                  Purchasers shares of common stock, par value $0.001 (the “Common Stock”)
                  and certain warrants (the “June 1st
                  Warrants”), (ii) a Securities Purchase Agreement, dated as of June 14,
                  2004 (the “June 14th
                  Purchase Agreement”) pursuant to which the Company issued and sold to the
                  Purchasers shares of Common Stock and certain warrants (the “June 14th
                  Warrants”), (iii) a Securities Purchase Agreement, dated as of March 29,
                  2006 (the “2006 Purchase Agreement”, and together with the June
                  1st
                  Purchase Agreement and the June 14th
                  Purchase Agreement, the “Purchase Agreements”) pursuant to which the
                  Company issued and sold to the Purchasers shares of Common Stock
                  and
                  certain warrants (the “2006 Warrants”) and (iv) an Amendment No. 1 to
                  Securities Purchase Agreements and Warrants, dated as of March
                  12, 2007,
                  pursuant to which the Company issued and sold to the Purchasers
                  certain
                  warrants (the “March Warrants,” and together with the June 1st Warrants
                  and June 14th Warrants, the “Warrants”). Capitalized terms used and not
                  defined in this Amendment shall have the respective meanings set
                  forth in
                  the Purchase Agreements and
                  Warrants.

              


      

       

      
        	 	
                2.

              	
                The
                  Company and the Purchasers now wish to further modify certain terms
                  of the
                  Warrants. 

              


      

       

      NOW,
        THEREFORE, in consideration of the foregoing Recitals and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, and intending to be legally bound, the Company and each Purchaser,
        severally and not jointly, agree as follows:

       

       

      
        	1.	
                Exercise
                  of Warrants.
                  Subject to the terms hereof, each Purchaser agrees to exercise
                  the March
                  Warrants as set forth herein. 

              


      

       

      
        	 	
                1.1

              	
                Subject
                  to the terms hereof, each Purchaser agrees to exercise (i) up to
                  50% of
                  the March Warrants issued to such Purchaser as set forth on Schedule
                  A
                  hereto on the date hereof (“Closing Date”). In consideration for such
                  exercise, upon obtaining approval of the Additional Listing Application
                  from the American Stock Exchange (“AMEX”) of the shares of Common Stock
                  underlying the Additional Warrants (as defined below), the Company
                  shall
                  issue to each Purchaser a warrant in the form of Exhibit
                  A
                  attached hereto (the “Additional Warrants”), registered in the name of
                  such Purchaser, pursuant to which such Purchaser shall have the
                  right to
                  acquire the number of shares of Common Stock equal to the number
                  of March
                  Warrants exercised on the Closing Date at an Exercise Price of
                  $7.00 per
                  share.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2

              	
                Each
                  Purchaser is also granted the right, until the later of April 15,
                  2008 and
                  30 days after the 2008 annual meeting of stockholders of the Company
                  (the
                  “Annual Meeting”) to exercise the remaining March Warrants, up to the
                  number of March Warrants, exercised on the Closing Date, and upon
                  such
                  exercise, the Purchaser shall receive an additional warrant, pursuant
                  to
                  which such Purchaser shall have the right to acquire the number
                  of shares
                  of Common Stock equal to the number of warrants exercised pursuant
                  to this
                  Section 1.2 at an Exercise Price of $7.00 per share and be in the
                  same
                  form as the Additional Warrant (the “Second Additional Warrant”). The
                  issuance of the Second Additional Warrant is contingent upon the
                  Company
                  obtaining approval by a majority of the Company’s stockholders to increase
                  the authorized shares of Common Stock by at least 10 million shares
                  prior
                  to the later of April 15, 2008 and the date of the Annual Meeting
                  (the
                  “Termination Date”). 

              


      

       

      
        	 	
                1.3

              	
                If
                  approval of the stockholders described in Section 1.2 above is
                  not
                  obtained on or before the Termination Date, then the Company grants
                  each
                  Purchaser the right, until 30 days after the Annual Meeting (the
“Rights
                  Period”) to exercise the remaining March Warrants, up to the number of
                  March Warrants exercised on the Closing Date, and receive the Second
                  Additional Warrant, to the extent that there are available authorized
                  shares of Common Stock. If there are not sufficient authorized
                  shares of
                  Common Stock to satisfy the Second Additional Warrant issuances
                  hereunder,
                  then the each Purchaser shall be limited to its pro-rata portion
                  of the
                  authorized shares available at such time. The pro-rata determination
                  shall
                  be made at the end of the Rights Period and shall consider only
                  the March
                  Warrants exercised during such
                  period.

              


      

       

      
        	 	
                1.4

              	
                For
                  the purposes of this Amendment, the shares issuable upon exercise
                  of the
                  Additional Warrant and Second Additional Warrant shall be included
                  in the
                  registration statements as provided in Section 3 below.
                  

              


      

       

      
        	2.	
                Closing.
                  Subject to the terms hereof, each Purchaser and the Company agrees
                  that
                  the closing of the issuance of the Additional Warrants (the “Closing”)
                  shall occur on the Closing Date. 

              


      

       

      
        	 	
                2.1.

              	
                On
                  the Closing Date, each Purchaser shall deliver to the Company the
                  Exercise
                  Notice required under the Warrants and the Exercise Price in immediately
                  available funds.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.2.

              	
                Following
                  the Closing Date, the Company shall issue to each Purchaser a certificate
                  representing the number of Warrant Shares exercised under the March
                  Warrants.

              


      

       

      
        	3.	
                Registration.
                  

              


      

       

      
        	 	
                3.1

              	
                The
                  Company shall use commercially reasonable efforts to prepare and
                  file a
                  registration statement (the “Additional Registration Statement”) to cover
                  all shares of Common Stock issuable under the Additional Warrants
                  as soon
                  as possible, but in no event later than 90 days after the Closing
                  Date
                  (the “Filing Date”). The Company shall use its commercially reasonable
                  efforts to cause the Additional Registration Statement to be declared
                  effective as soon as possible.

              


      

       

      
        	 	
                3.2

              	
                The
                  Company shall use commercially reasonable efforts to prepare and
                  file a
                  registration statement (the “Second Additional Registration Statement”) to
                  cover all shares of Common Stock issuable under the Second Additional
                  Warrants as soon as possible, but in no event later than 90 days
                  after the
                  Rights Period (the “Second Filing Date”). The Company shall use its
                  commercially reasonable efforts to cause the Second Additional
                  Registration Statement to be declared effective as soon as
                  possible.

              


      

       

      
        	 	
                3.3

              	
                In
                  the event the Company does not file the Additional Registration
                  Statement
                  by the Filing Date or Second Additional Registration Statement
                  by the
                  Second Filing Date (each, an “Event”), each Purchaser shall be entitled to
                  receive on the date of such Event (the “Event Date”) an amount in cash, as
                  partial liquidated damages and not as a penalty, equal to 1% of
                  the
                  aggregate Exercise Price paid by such Purchaser pursuant to Section
                  2.2 of
                  this Amendment; and on each monthly anniversary of the Event Date
                  thereof
                  (if the applicable Event has not been cured), the Company shall
                  pay to
                  each Purchaser an amount in cash, as partial liquidated damages
                  and not as
                  a penalty, equal to 1% of the aggregate purchase price paid by
                  such
                  Purchaser pursuant to the Section 2.2 of this Amendment (the “Liquidated
                  Damages”). The Liquidated Damages shall not exceed 12% of the aggregate
                  Exercise Price paid by each respective Purchaser pursuant to Section
                  2.2
                  of this Amendment. 

              


      

       

      
        	4.	
                Continued
                  Validity of Transaction Documents under the Purchase Agreement;
                  Waiver of
                  Prior Defaults.
                  The parties hereto agree that the Purchase Agreements and the other
                  transaction documents (the “Transaction Documents”) entered into in
                  connection therewith (as amended by this Amendment), remain in
                  full force
                  and effect, modified to the extent and only to the extent necessary
                  to
                  give effect to this Amendment and the transactions herein contemplated.
                  

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	5.	
                Representations
                  and Warranties.

              


      

       

      
        	
              	5.1.	
                The
                  Company hereby represents and warrants to the Purchasers that each
                  of the
                  representations and warranties set forth in Section
                  3.1
                  of
                  the June 14th
                  Purchase Agreement are true and correct as of the date hereof with
                  the
                  exception of Sections 3.1(i), 3.1 (s), 3.1(w), 3.1(x) and 3.1(y)
                  for which
                  the Company makes no representations and warranties. Current Company
                  information may be found in the Company’s public SEC
                  filings.

              


      

       

      
        	
              	5.2.	
                Each
                  Purchaser hereby, as to itself only and for no other Purchaser,
                  represents
                  and warrants to the Company that each of the representations and
                  warrants
                  set forth in Section
                  3.2
                  of
                  the June 14th
                  Purchase Agreement are true and correct as of the date
                  hereof.

              


      

       

       

      
        	6.	
                Miscellaneous.

              


      

      
         

        
          	
                	6.1.	
                  Entire
                    Agreement.
                    This Amendment and the Transaction Documents, together with the
                    exhibits
                    and schedules thereto, contain the entire understanding of the
                    parties
                    with respect to the subject matter hereof and supersede all prior
                    agreements and understandings, oral or written, with respect
                    to such
                    matters, which the parties acknowledge have been merged into
                    such
                    documents, exhibits and
                    schedules.

                


        

        
          
             

            
              	
                    	6.2.	
                      Equal
                        Treatment of Purchasers.
                        No consideration shall be offered or paid to any person to
                        amend or
                        consent to a waiver or modification of any provision of any
                        of the
                        Transaction Documents unless the same consideration is also
                        offered to all
                        of the parties to the Transaction
                        Documents.

                    


            

            
              
                 

                
                  	
                        	6.3.	
                          Notices.
                            Any and all notices or other communications or deliveries
                            required or
                            permitted to be provided hereunder shall be in writing
                            and shall be deemed
                            given and effective as specified in the Purchase Agreement.
                            The address
                            for such notices and communications shall be as set forth
                            on the signature
                            pages attached to the Purchase
                            Agreement.

                        


                

                
                  
                     

                    
                      	
                            	6.4.	
                              Amendments;
                                Waivers.
                                No provision of this Amendment may be waived or amended
                                except in a
                                written instrument signed, in the case of an amendment,
                                by the Company and
                                each Purchaser or, in the case of a waiver, by the
                                party against whom
                                enforcement of any such waiver is sought. No waiver
                                of any default with
                                respect to any provision, condition or requirement
                                of this Amendment shall
                                be deemed to be a continuing waiver in the future
                                or a waiver of any
                                subsequent default or a waiver of any other provision,
                                condition or
                                requirement hereof, nor shall any delay or omission
                                of either party to
                                exercise any right hereunder in any manner impair
                                the exercise of any such
                                right.

                            


                    

                    
                      
                         

                        
                          
                            
                            

                          

                          
                            4

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	
                                	6.5.	
                                  Amendment
                                    Controls.
                                    If any topic is addressed both in the Purchase
                                    Agreement (or any document
                                    related thereto) and in this Amendment, this
                                    Amendment shall
                                    control.

                                


                        

                        
                          
                             

                            
                              	
                                    	6.6.	
                                      Construction.
                                        The headings herein are for convenience only,
                                        do not constitute a part of
                                        this Amendment and shall not be deemed to
                                        limit or affect any of the
                                        provisions hereof. The language used in this
                                        Amendment will be deemed to
                                        be the language chosen by the parties to
                                        express their mutual intent, and
                                        no rules of strict construction will be applied
                                        against any
                                        party.

                                    


                            

                            
                              
                                 

                                
                                  	
                                        	6.7.	
                                          Governing
                                            Law.
                                            All questions concerning the construction,
                                            validity, enforcement and
                                            interpretation of this Amendment shall
                                            be governed by and construed and
                                            enforced in accordance with the internal
                                            laws of the State of New York,
                                            without regard to the principles of conflicts
                                            of law thereof. The parties
                                            agree that Section
                                            7.9
                                            of
                                            the June 14th
                                            Purchase Agreement shall apply to this
                                            Amendment as if set forth in its
                                            entirety herein.

                                        


                                

                                
                                  
                                     

                                    
                                      	
                                            	6.8.	
                                              Survival.
                                                The representations and warranties
                                                contained herein shall survive the
                                                delivery, exercise and/or conversion
                                                of the securities, as applicable
                                                for
                                                the applicable statute of
                                                limitations.

                                            


                                    

                                    
                                      
                                         

                                        
                                          	
                                                	6.9.	
                                                  Execution.
                                                    This Amendment may be executed
                                                    in two or more counterparts,
                                                    all of which
                                                    when taken together shall be
                                                    considered one and the same document
                                                    and
                                                    shall become effective when counterparts
                                                    have been signed by each party
                                                    and delivered to the other party,
                                                    it being understood that both
                                                    parties
                                                    need not sign the same counterpart.
                                                    

                                                


                                        

                                         

                                      

                                      
                                        
                                          	
                                                	6.10.	
                                                  Severability.
                                                    If any provision of this Amendment
                                                    is held to be invalid or unenforceable
                                                    in any respect, the validity
                                                    and enforceability of the remaining
                                                    terms and
                                                    provisions of this Amendment
                                                    shall not in any way be affected
                                                    or impaired
                                                    thereby and the parties will
                                                    attempt to agree upon a valid
                                                    and enforceable
                                                    provision that is a reasonable
                                                    substitute therefor, and upon
                                                    so agreeing,
                                                    shall incorporate such substitute
                                                    provision in this
                                                    Amendment.

                                                


                                        

                                        
                                           

                                          
                                            
                                              
                                              

                                            

                                            
                                              5

                                              
                                                

                                              

                                            

                                            
                                              
                                              

                                            

                                          

                                           

                                          
                                            
                                              	
                                                    	6.11.	
                                                      Independent
                                                        Nature of Purchasers’ Obligations and Rights.
                                                        The obligations of each Purchaser
                                                        hereunder are several and
                                                        not joint with
                                                        the obligations of any other
                                                        Purchaser, and no Purchaser
                                                        shall be
                                                        responsible in any way for
                                                        the performance of the obligations
                                                        of any other
                                                        Purchaser. Nothing contained
                                                        herein, and no action taken
                                                        by any Purchaser
                                                        pursuant hereto, shall be
                                                        deemed to constitute the
                                                        Purchasers as a
                                                        partnership, an association,
                                                        a joint venture or any other
                                                        kind of entity,
                                                        or create a presumption that
                                                        the Purchasers are in any
                                                        way acting in
                                                        concert or as a group with
                                                        respect to such obligations
                                                        or the transactions
                                                        contemplated hereby. Each
                                                        Purchaser shall be entitled
                                                        to independently
                                                        protect and enforce its rights,
                                                        including, without limitation,
                                                        the rights
                                                        arising out of this Amendment
                                                        and it shall not be necessary
                                                        for any other
                                                        Purchaser to be joined as
                                                        an additional party in any
                                                        proceeding for such
                                                        purpose. The Purchasers have
                                                        not relied upon the same
                                                        legal counsel in
                                                        their review and negotiation
                                                        of this Amendment. The Company
                                                        has elected to
                                                        provide all Purchasers with
                                                        the same terms and form of
                                                        Amendment for the
                                                        convenience of the Company
                                                        and not because it was required
                                                        or requested to
                                                        do so by the Purchasers.
                                                        Each Purchaser represents
                                                        that it has been
                                                        represented by its own separate
                                                        legal counsel in its review
                                                        and
                                                        negotiations of this
                                                        Amendment.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      (Signature
        Pages Follow)

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      
        	 	 	 
	 	
                SULPHCO,
                  INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	
                Title:

              


      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGE FOR PURCHASERS FOLLOWS]

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed
        by their respective authorized signatories as of the date first indicated
        above.

       

      Name
        of
        Investing Entity:
        _______________________________________________________________________________

      Signature
        of Authorized Signatory of Investing Entity:
        _______________________________________________________

      Name
        of
        Authorized Signatory:
        __________________________________________________________________________

      Title
        of
        Authorized Signatory:
        __________________________________________________________________________

      Email
        Address of Authorized
        Entity:_______________________________________________________________________

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Schedule
        A

      


      
        	 	 	 
	
                Purchaser

              	 	
                March
                  Warrants 

              
	 	 	 
	
                Nancy
                  Abbe Trust

              	 	
                95,295

              
	 	 	
                 

              
	
                Merav
                  Abbe Irrevocable Trust

              	 	
                190,587

              
	 	 	
                 

              
	
                Coleman
                  Abbe

              	 	
                47,648

              
	 	 	
                 

              
	
                Bruce
                  Bernstein

              	 	
                71,470

              
	 	 	
                 

              
	
                Romana
                  Ltd

              	 	
                190,587

              
	 	 	
                 

              
	
                Ellis
                  International Ltd Inc.

              	 	
                433,020

              
	 	 	
                 

              
	
                Ellis
                  International, Inc.

              	 	
                300,000

              
	 	 	
                 

              
	
                Scot
                  J. Cohen

              	 	
                682,640

              
	 	 	
                 

              
	
                Cranshire
                  Capital LP

              	 	
                175,000

              
	 	 	
                 

              
	
                Michael
                  Gantcher

              	 	
                21,000

              
	 	 	
                 

              
	
                Joshua
                  Silverman

              	 	
                21,000

              
	 	 	
                 

              
	
                Brian
                  Daly

              	 	
                23,821

              
	 	 	
                 

              
	
                Northfield
                  Advisors Inc.

              	 	
                500,000

              
	 	 	
                 

              
	
                Iroquois
                  Master Fund, Ltd.

              	 	
                700,000

              
	 	 	
                 

              
	
                Eli
                  Levitin

              	 	
                20,000

              
	 	 	
                 

              
	
                Morris
                  Wolfson

              	 	
                50,000

              
	 	 	
                 

              
	
                Aaron
                  Wolfson

              	 	
                100,000

              
	 	 	
                 

              
	
                Abraham
                  Wolfson

              	 	
                30,000

              
	 	 	
                 

              
	
                South
                  Ferry #2

              	 	
                200,000

              
	 	 	
                 

              
	
                Ari
                  Dani Corp.

              	 	
                100,000

              
	 	 	 
	
                Total

              	 	
                3,952,068

              


      

      


      
        
          
          

        

        
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