EXHIBIT
      10.57

    


    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (this “Agreement”) is entered into as of February 12,
      2008, by and among Rudolf Gunnerman and Doris Gunnerman (“Gunnerman”), and the
      entities identified on the signature pages hereto, as buyers (each a “Buyer” and
      collectively “Buyers”).

     

    NOW,
      THEREFORE, for good and valuable consideration, Gunnerman, Borrower and Buyer
      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 the signature pages hereto (each a “Proportionate Amount”),
all
      right, title and interest of Gunnerman in and to 2,000,000 shares of $.001
      par
      value 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.

    


    (a) The
      Purchase Price of 750,000 shares of Common Stock shall be $4.00 per share of
      Common Stock and be payable on the initial closing date (“Initial Closing
      Date”). On or prior to the Initial 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. Seven
      hundred and fifty thousand shares of Purchased Stock will be delivered to the
      Escrow Agent in the Buyer’s names in their Proportionate Amounts or in
      Gunnerman’s name with two medallion signature guaranteed stock powers endorsed
      in blank. 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 Proportionate Amounts. On or prior to the
      Initial Closing Date, each Buyer will deliver its Proportionate Amount of
      $3,000,000 to the Escrow Agent. On the Initial Closing Date, the Escrow Agent
      will release up to $3,000,000 to Gunnerman and up to 750,000 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 are actually released
      is
      the Initial Closing Date.

    


    (b) The
      Purchase Price of 1,250,000 shares of Purchased Stock shall be determined as
      follows: one-thirtieth (1/30th)
      of
      1,250,000 shares of Purchased Stock shall be valued each trading day for the
      thirty consecutive trading days commencing on the fiftieth trading after the
      Initial Closing Date (“Pricing Period”) at ninety percent (90%) of the daily
      volume weighted average price as reported by Bloomberg LP for the principal
      trading market for the Common Stock (“VWAP”), but not less than $2.75 nor more
      than $5.50 per share of Purchased Stock. Not later than five trading days after
      the thirtieth trading day of the Pricing Period (the actual date such notice
      is
      given being the “Payment Notice Date”), Grushko & Mittman, P.C. (the “Escrow
      Agent”) will notify Gunnerman and Buyers of the Purchase Price of the Purchased
      Stock priced during the Pricing Period. Not later than five trading days after
      the Payment Notice Date, each Buyer shall deliver to Grushko & Mittman,
      P.C., pursuant to the Escrow Agreement, its Proportionate Amount of the
      aggregate Purchase Price for the 1,250,000 shares of Purchased Stock to be
      priced during the Pricing Period. Thereafter, such Purchased Stock to be
      purchased by each Buyer will be released to each Buyer and the Purchase Price
      for such 1,250,000 shares of Purchased Stock will be released to Gunnerman
      pursuant to the Escrow Agreement. The date of such mutual release is the Second
      Closing Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. Delivery
      of Purchased Stock by Gunnerman.
      Not
      later than five days after the date of this Agreement, Gunnerman shall deliver
      the Purchased Stock referred to in Section 2(b) above, to the Escrow Agent
      issued in the names of the Buyers. Gunnerman will deliver two share certificates
      for each Buyer, with each such certificate representing one-half of the
      Proportionate Amount of each such Buyer’s Purchased Stock. In the alternative,
      Gunnerman will deliver one or more share certificates to the Escrow Agent
      representing 1,250,000 shares of Purchased Stock together with medallion
      signature guaranteed stock powers endorsed in blank. The Escrow Agent is
      instructed, prior to such release and prior to the Second Closing Date, to
      cause
      the Company’s transfer agent to reissue such certificates in the names of the
      Buyers in their respective Proportionate Amounts.

    


    4. Purchase
      and Sale.

    


    (a)  Effective
      upon the date of this Agreement (“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 the Closing
      Date, all of Gunnerman’s right, title and interest, in, to, and under each such
      Buyer’s Proportionate Share of the Purchased Stock.

     

    (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.


     

    5. Election
      Not to Purchase.
      In the
      event the VWAP for any of the last five trading days of the Pricing Period
      is
      less than $7.00 per share of Common Stock or the trading volume reported by
      Bloomberg LP for the principal trading market for the Common Stock is less
      than
      1,000,000 shares for any such trading day, then each Buyer for himself by
      written notice to Gunnerman and the Escrow Agent not later than the Payment
      Notice Date may elect to not purchase the portion of the Purchased Stock to
      be
      priced during the Pricing Period.

     

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

     

    7. 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.

     

    
      
         

      

      
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    (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 and have determined upon their
      own free will to not avail themselvesf of such right. 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 either the Borrower
      or Buyer and they waive any claims the ymay 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.

    


    8. 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.

     

    
      
         

      

      
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    (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.

     

    9. 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 non-disclosure of the Excluded Information.
      Each
      party has not requested and does not want to receive any of the Excluded
      Information.

    


    10. 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.

    


    11. Further
      Assurances.
      Effective upon the date of this Agreement, Gunnerman, Borrower 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. 

     

    12. 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:

     

    
      
         

      

      
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              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, NY 10176

            
	 	
              Attn:
                Eliezer Drew, Esq.

            
	 	
              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.

     

    
      
         

      

      
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    (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,
      BORROWER 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) Gunnerman,
      Borrower and Buyer shall each bear their own expenses, including legal fees,
      incident to the negotiation and preparation of this Agreement and the
      consummation of the transaction contemplated thereby.

     

    [Balance
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF the undersigned have executed this Stock Purchase Agreement
      as
      of the date above written.

     

    
      	
              RUDOLF
                GUNNERMAN

               

              ____________________________________________

            
	
               

              DORIS
                GUNNERMAN

               

              ____________________________________________

            


    

     

    [Signature
      Page to Stock Purchase Agreement, etc.]

    [Signatures
      of Buyers Continued Next Page]

     

    
      
         

      

      
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    [BUYER
      SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF the undersigned have executed this Agreement as of the first
      date above written.

     

    Name
      of
      Buyer: Iroquois
      Master Fund Ltd.

     

    Signature
      of Authorized Signatory of Buyer:
      __________________________________________

    


    Name
      of
      Authorized Signatory:
      ____________________________________________________

    


    Title
      of
      Authorized Signatory:
      _____________________________________________________

    


    Fax
      Number of Buyer: 212-207-3452

    


    Address
      for Notice to Buyer:

    


    641
      Lexington Avenue

    New
      York, NY 10022

    


    


    With
      a
      copy to (which shall not constitute notice):

    


    Grushko
      & Mittman, P.C.

    551
      Fifth Avenue, Suite 1601

    New
      York, NY 10176

    Attn:
      Eliezer Drew, Esq.

    Fax:
      (212) 697-3575

    Email:
      counslers@aol.com

    


    Address
      for Delivery of Securities for Buyer (if not same as above):

    


    


    Proportionate
      Amount: Two-Thirds

     

    [BUYER
      SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

     

    
      
         

      

      
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    [BUYER
      SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF the undersigned have executed this Agreement as of the first
      date above written.

     

    Name
      of
      Buyer: Ellis
      Capital LLC

     

    Signature
      of Authorized Signatory of Buyer:
      __________________________________________

    


    Name
      of
      Authorized Signatory:
      ____________________________________________________

    


    Title
      of
      Authorized Signatory:
      _____________________________________________________

    


    Fax
      Number of Buyer: 516-887-8990

    


    Address
      for Notice to Buyer:

    


    20
      East Sunrise Highway

    Valley
      Stream, New York 11581

    


    


    With
      a
      copy to (which shall not constitute notice):

    


    Grushko
      & Mittman, P.C.

    551
      Fifth Avenue, Suite 1601

    New
      York, NY 10176

    Attn:
      Eliezer Drew, Esq.

    Fax:
      (212) 697-3575

    Email:
      counslers@aol.com

    


    Address
      for Delivery of Securities for Buyer (if not same as above):

    


    


    Proportionate
      Amount: One-Third

    


    [BUYER
      SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

     

    
      
         

      

      
        9