EXHIBIT
        10.54

      


      AMENDMENT
        NO. 2 TO STOCK OPTION AGREEMENTS

      


      This
        Amendment
        No. 2
        made as
        of February 12, 2008 relates to the Stock
        Option Agreements
        entered
        into as of April 24, 2007, by and among Optionees
        identified on Schedule A hereto and Rudolf and Doris Gunnerman as Stockholders.

      


      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
        right
        to exercise the Option (as defined in each of the Stock Option Agreements)
        is
        extended until the sooner of (i) August 31, 2008, or (ii) the thirtieth day
        after notice is given by Stockholders after and that the Common Stock of
        Sulphco, Inc. has a volume weighted average trading price of $6.00 or higher
        for
        five consecutive trading days with trading volume of not less than 1,000,000
        shares of Common Stock each such trading day, as reported by Bloomberg LP
        for
        the principal trading market of such Common Stock, or (iii) such later date
        pursuant to Section 2 of the Stock Option Agreement.

      


      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 No. 2.

      


      5. This
        Amendment No. 2 shall be effective immediately.

      


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

       

      
        	
                _____________________________________

              	 	
                ____________________________________

              
	
                RUDOLF
                  GUNNERMAN

              	 	
                DORIS
                  GUNNERMAN

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        A TO AMENDMENT NO. 2

      TO
        STOCK OPTION AGREEMENT

      


      
        	
                OPTIONEES

              
	
                ELLIS
                  CAPITAL LLC

                20
                  East Sunrise Highway

                Valley
                  Stream, NY 11581

                Fax:
                  (516) 887-8990

              
	 
	
                ABRAHAM
                  WOLFSON, successor to Mayflower Oak LLC

                One
                  State Street Plaza, 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