EXHIBIT
      10.58

     

    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (“Agreement”) is dated as of the __ day of February 2008 among
Rudolf
      Gunnerman and Doris Gunnerman, as joint owners, the undersigned stockholders
      (“Stockholders”) of Sulphco, Inc., a Nevada corporation (the
“Company”),
      Iroquois
      Master Fund Ltd. (“Iroquois”), Ellis Capital LLC (“Ellis”) (Iroquois and Ellis
      each a “Purchaser” collectively the “Purchasers”),
      and
      Grushko & Mittman, P.C. (the “Escrow Agent”) (each a “Party” and
      collectivley the “Parties”):

     

    WITNESSETH:

     

    WHEREAS,
      Concurrently
      with the execution of this Agreement, Purchasers and Stockholder have entered
      into that certain Stock Purchase Agreement of even date herewith (“SPA”),
      pursuant to which Purchasers are purchasing from Stockholders an aggregate
      of
      2,000,000 shares of Common Stock of the Company (the “Shares”).

    


    Whereas,
      to ensure the timely delivery of the Purchase Price and the Shares the
      Stockholders and Purchasers desire to enter into an Escrow
      Agreement.

     

    WHEREAS,
      the Escrow Agent is willing to serve as escrow agent pursuant to the terms
      and
      conditions of this Agreement;

     

    NOW
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I

    INTERPRETATION

     

    1.1. Definitions.
      Capitalized
      terms not otherwise defined herein shall have the meanings attributed to such
      terms in the SPA. Whenever
      used in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Initial
      Closing Date” shall have the meaning set forth in the SPA;

     

    “Initial
      Closing Purchase Price” shall mean an aggregate $3,000,000 to purchase the
      Initial Closing Shares, dividied amongst the Purchasers as follows $2,000,000
      from Iroquios and $1,000,000 from Ellis;

     

    “Initial
      Closing Shares” shall mean the 750,000 of the Shares being purchased on the
      Initial Closing Date dividied amongst the Purchasers as follows 500,000 being
      purchased by Iroquios and 250,000 being purchased by Ellis;

     

    “Payment
      Notice Date” shall have the meaning set forth in Section 2(b) of the
      SPA;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Purchase
      Price” shall mean the Initial Closing Purchase Price and the Second Closing
      Purchase Price in the aggregate;

     

    “Second
      Closing Date” shall mean the date the Second Closing Purchase Price is rele3ased
      to the Stockholders;

     

    “Second
      Closing Purchase Price” shall have the meaning as detrmined pursuant to Section
      2(b) of the SPA as set forth in the notice sent by the Escrow Agent to the
      Parties, dividied amongst the Purchasers as follows 67% from Iroquios 33% from
      Ellis;

     

    “Second
      Closing Shares” shall mean the 1,250,000 of the Shares being purchased on the
      Initial Closing Date dividied amongst the Purchasers as follows 1,333,333 being
      purchased by Iroquios and 416,667 being purchased by Ellis;

     

    1.2. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the Purchase Price and the Shares and supersedes all prior agreements,
      understandings, negotiations and discussions, whether oral or written, of the
      parties. There are no warranties, representations and other agreements made
      by
      the parties in connection with the subject matter hereof except as specifically
      set forth in this Agreement.

     

    1.3. Extended
      Meanings.
      In this
      Agreement words importing the singular number include the plural and vice versa;
      words importing the masculine gender include the feminine and neuter genders.
      The word "person" includes an individual, body corporate, partnership, trustee
      or trust or unincorporated association, executor, administrator or legal
      representative.

     

    1.4. Waivers
      and Amendments.
      This
      Agreement may be amended, modified, superseded, cancelled, renewed or extended,
      and the terms and conditions hereof may be waived, only by a written instrument
      signed by all parties, or, in the case of a waiver, by the party waiving
      compliance. Except as expressly stated herein, no delay on the part of any
      party
      in exercising any right, power or privilege hereunder shall operate as a waiver
      thereof, nor shall any waiver on the part of any party of any right, power
      or
      privilege hereunder preclude any other or future exercise of any other right,
      power or privilege hereunder.

     

    1.5. Headings.
      The
      division of this Agreement into articles, sections, subsections and paragraphs
      and the insertion of headings are for convenience of reference only and shall
      not affect the construction or interpretation of this Agreement.

     

    1.6. Law
      Governing this Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to conflicts
      of laws
      principles that would result in the application of the substantive laws of
      another jurisdiction. Any action brought by either party against the other
      concerning the transactions contemplated by this Agreement shall be brought
      only
      in the state or federal courts located in the state and county of New York.
      Both
      parties agree to submit to the jurisdiction of such courts and waive trial
      by
      jury. Unless otherwise stated in a Court Order (as defined below in Section
      3.1(c)), the prevailing party (which shall be the party which receives an award
      most closely resembling the remedy or action sought) shall be entitled to
      recover from the other party its reasonable attorney's fees and costs. In the
      event that any provision of this Agreement or any other agreement delivered
      in
      connection herewith is invalid or unenforceable under any applicable statute
      or
      rule of law, then such provision shall be deemed inoperative to the extent
      that
      it may conflict therewith and shall be deemed modified to conform with such
      statute or rule of law. Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of any agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    1.7. Specific
      Enforcement, Consent to Jurisdiction.
      The
      Stockholders and Purchasers acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injuction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof or thereof, this being
      in addition to any other remedy to which any of them may be entitled by law
      or
      equity. Subject to Section 1.6 hereof, each of the Stockholders and Purchasers
      hereby waives, and agrees not to assert in any such suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of such court,
      that the suit, action or proceeding is brought in an inconvenient forum or
      that
      the venue of the suit, action or proceeding is improper. Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law.

     

    ARTICLE
      II

    DELIVERIES
      TO THE ESCROW AGENT

     

    


    2.1 Stockholders
      Deliveries.
      Within
      five (5) days of the execution of this Agreement, the Stockholders shall deliver
      the Shares to the Escrow Agent
      in the
      Purchasers’ names in their Proportionate Amounts or in Gunnerman’s name with two
      medallion signature guaranteed stock powers endorsed in blank. In such case,
      the
      Escrow Agent is instructed to arrange for the Company’s transfer agent to
      reissue the Purchased Stock in the Proportionate Amounts of each
      Buyer.

    


    2.2 Purchaser
      Deliveries:

     

    
      	
            	(i)	
              Within
                five (5) days of the
                execution of this Agreement, the Purchaser will Deliver the Intial
                Closing
                Purchase Price to the Escrow Agent.

            


    

    


    
      	
            	(ii)	
              Within
                five (5) days of the
                Payment
                Notice Date the Purchasers will deliver the Second Closing Purchase
                Price
                to the Escrow Agent.

            


    

     

    2.3 Intention
      to Create Escrow Over the Purchase Price and Shares.
      The
Stockholders
      and Purchasers
      intend
      that the Initial Closing Purchase Price, Second Closing Purchase Price and
      Shares shall be held in escrow by the Escrow Agent pursuant to this Agreement
      for their benefit as set forth herein.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

    RELEASE
      OF PURCHASE PRICE AND SHARES

     

    3.1. Release
      of Escrow.
      Subject
      to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed
      Payment as follows:

     

    (a) On
      the
      Intial Closing Date
      the
      Escrow Agent will release the Initial
      Closing Shares to the Purchasers and the Initial Closing Purchase Price to
      the
      Stockholders.

     

    (b)
        On
      the
      Second Closing Date
      the
      Escrow Agent will release the Second
      Closing Shares to the Purchasers and the Second Closing Purchase Price to the
      Stockholders.

     

    (c) Closings
      and the release of the Initial
      Closing Purchase Price and Second Closing Purchase Price will not occur until
      the certificates representing the Shares are delivered to the Escrow Agent
      in
      the names Purchasers.

     

    (d) Notwithstanding
      the above, upon receipt by the Escrow Agent of a final and non-appealable
      judgment, order, decree or award of a court of competent jurisdiction (a "Court
      Order"), the Escrow Agent shall deliver the Purchase
      Price and Shares
      in
      accordance with the Court Order. Any Court Order shall be accompanied by an
      opinion of counsel for the party presenting the Court Order to the Escrow Agent
      (which opinion shall be satisfactory to the Escrow Agent) to the effect that
      the
      court issuing the Court Order has competent jurisdiction and that the Court
      Order is final and non-appealable. 

     

    3.2. Acknowledgement
      of Stockholders
      and Purchasers;
      Disputes.
      The
Stockholders
      and Purchasers
      acknowledge that the only terms and conditions upon which the Escrowed Payment
      is to be released are set forth in Sections 3 and 4 of this Agreement. The
      Stockholders
      and Purchasers
      reaffirm
      their agreement to abide by the terms and conditions of this Agreement with
      respect to the release of the Purchase Price and Shares. Any dispute with
      respect to the release of the Purchase Price and Shares shall be resolved
      pursuant to Section 4.2 or by agreement between the Stockholders
      and Purchasers.

     

    ARTICLE
      IV

    CONCERNING
      THE ESCROW AGENT

     

    4.1. Duties
      and Responsibilities of the Escrow Agent.
      The
      Escrow Agent's duties and responsibilities shall be subject to the following
      terms and conditions:

     

    (a) The
      Stockholders
      and Purchasers
      acknowledge and agree that the Escrow Agent (i) shall not be responsible for
      or
      bound by, and shall not be required to inquire into whether either the
Stockholders
      and Purchasers
      is
      entitled to receipt of the Purchase Price and Shares pursuant to, any other
      agreement or otherwise; (ii) shall be obligated only for the performance of
      such
      duties as are specifically assumed by the Escrow Agent pursuant to this
      Agreement; (iii) may rely on and shall be protected in acting or refraining
      from
      acting upon any written notice, instruction, instrument, statement, request
      or
      document furnished to it hereunder and believed by the Escrow Agent in good
      faith to be genuine and to have been signed or presented by the proper person
      or
      party, without being required to determine the authenticity or correctness
      of
      any fact stated therein or the propriety or validity or the service thereof;
      (iv) may assume that any person believed by the Escrow Agent in good faith
      to be
      authorized to give notice or make any statement or execute any document in
      connection with the provisions hereof is so authorized; (v) shall not be under
      any duty to give the property held by Escrow Agent hereunder any greater degree
      of care than Escrow Agent gives its own similar property; and (vi) may consult
      counsel satisfactory to Escrow Agent, the opinion of such counsel to be full
      and
      complete authorization and protection in respect of any action taken, suffered
      or omitted by Escrow Agent hereunder in good faith and in accordance with the
      opinion of such counsel.

     

    
      
         

      

      
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    (b) The
      Stockholders
      and Purchasers
      acknowledge that the Escrow Agent is acting solely as a stakeholder at their
      request and that the Escrow Agent shall not be liable for any action taken
      by
      Escrow Agent in good faith and believed by Escrow Agent to be authorized or
      within the rights or powers conferred upon Escrow Agent by this Agreement.
      Each
Purchaser
      and
Stockholder,
      jointly
      and severally, agree to indemnify and hold harmless the Escrow Agent and any
      of
      Escrow Agent's partners, employees, agents and representatives for any action
      taken or omitted to be taken by Escrow Agent or any of them hereunder, including
      the fees of outside counsel and other costs and expenses of defending itself
      against any claim or liability under this Agreement, except in the case of
      gross
      negligence or willful misconduct on Escrow Agent's part committed in its
      capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a
      duty
      only to the Stockholders
      and Purchasers
      under
      this Agreement and to no other person.

     

    (c) The
      Stockholders
      and Purchasers
      jointly
      and severally agree to reimburse the Escrow Agent for outside counsel fees,
      to
      the extent authorized hereunder and incurred in connection with the performance
      of its duties and responsibilities hereunder.

     

    (d) The
      Escrow Agent may at any time resign as Escrow Agent hereunder by giving five
      (5)
      days prior written notice of resignation to the Stockholders and Purchasers.
      Prior to the effective date of the resignation as specified in such notice,
      the
      Stockholders and Purchasers will issue to the Escrow Agent a Joint Instruction
      authorizing delivery of the Purchase Price and Shares to a substitute Escrow
      Agent selected by the Stockholders and Purchasers. If no successor Escrow Agent
      is named by the Stockholders and Purchasers, the Escrow Agent may apply to
      a
      court of competent jurisdiction in the State of New York for appointment of
      a
      successor Escrow Agent, and to deposit the Purchase Price and Shares with the
      clerk of any such court.

     

    (e) The
      Escrow Agent does not have and will not have any interest in the Purchase Price
      and Shares, but is serving only as escrow agent, having only possession thereof.
      The Escrow Agent shall not be liable for any loss resulting from the making
      or
      retention of any investment in accordance with this Escrow
      Agreement.

     

    (f) This
      Agreement sets forth exclusively the duties of the Escrow Agent with respect
      to
      any and all matters pertinent thereto and no implied duties or obligations
      shall
      be read into this Agreement.

     

    (g) The
      Escrow Agent shall be permitted to act as counsel for the Purchasers
      in any
      dispute as to the disposition of the Purchase Price and Shares, in any other
      dispute between the Stockholders
      and Purchasers,
      whether
      or not the Escrow Agent is then holding the Purchase Price and Shares and
      continues to act as the Escrow Agent hereunder.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    (h) The
      provisions of this Section 4.1 shall survive the resignation of the Escrow
      Agent
      or the termination of this Agreement.

     

    4.2. Dispute
      Resolution: Judgments.
      Resolution of disputes arising under this Agreement shall be subject to the
      following terms and conditions:

     

    (a) If
      any
      dispute shall arise with respect to the delivery, ownership, right of possession
      or disposition of the Purchase Price and Shares, or if the Escrow Agent shall
      in
      good faith be uncertain as to its duties or rights hereunder, the Escrow Agent
      shall be authorized, without liability to anyone, to (i) refrain from taking
      any
      action other than to continue to hold the Purchase Price and Shares pending
      receipt of a Joint Instruction from the Stockholders
      and Purchasers,
      or (ii)
      deposit the Purchase Price and Shares with any court of competent jurisdiction
      in the State of New York, in which event the Escrow Agent shall give written
      notice thereof to the Stockholders
      and Purchasers
      and
      shall thereupon be relieved and discharged from all further obligations pursuant
      to this Agreement. The Escrow Agent may, but shall be under no duty to,
      institute or defend any legal proceedings which relate to the Purchase Price
      and
      Shares. The Escrow Agent shall have the right to retain counsel if it becomes
      involved in any disagreement, dispute or litigation on account of this Agreement
      or otherwise determines that it is necessary to consult counsel.

     

    (b) The
      Escrow Agent is hereby expressly authorized to comply with and obey any Court
      Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow
      Agent shall not be liable to the Stockholders
      and Purchasers
      or to
      any other person, firm, corporation or entity by reason of such
      compliance.

     

    ARTICLE
      V

    GENERAL
      MATTERS

     

    5.1. Termination.
      This
      escrow shall terminate upon the release of all of the Purchase Price and Shares
      or at any time upon the agreement in writing of the Stockholders
      and Purchasers.

     

    5.2. 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: 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (a) If
      to the
Stockholders,
      to:

     

    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. 

     

    (b) If
      to the
Purchasers,
      to: the
      addresses and fax numbers listed on Schedule A hereto with a copy by fax only
      to
      the Escrow Agent

     

    (c) If
      to the
      Escrow Agent, to:

     

    Grushko
      & Mittman, P.C.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      New York 10176

    Fax:
      (212) 697-3575

     

    or
      to
      such other address as any of them shall give to the others by notice made
      pursuant to this Section 5.2.

     

    5.3. Interest.
      The
      Purchase Price shall not be held in an interest bearing account nor will
      interest be payable in connection therewith. In the event the Purchase Price
      is
      deposited in an interest bearing account, each Purchaser shall be entitled
      to
      receive its pro rata
      portion
      of any accrued interest thereon, but only if the Escrow Agent receives from
      such
      Purchaser the Purchaser’s United States taxpayer identification number and other
      requested information and forms.

     

    5.4. Assignment;
      Binding Agreement.
      Neither
      this Agreement nor any right or obligation hereunder shall be assignable by
      any
      party without the prior written consent of the other parties hereto. This
      Agreement shall enure to the benefit of and be binding upon the parties hereto
      and their respective legal representatives, successors and assigns.

     

    5.5. Invalidity.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal, or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions contained herein shall not be in any way impaired thereby, it being
      intended that all of the rights and privileges of the parties hereto shall
      be
      enforceable to the fullest extent permitted by law.

     

    5.6. 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.

     

    
      
         

      

      
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    5.7. Agreement.
      Each of
      the undersigned states that he has read the foregoing Escrow Agreement and
      understands and agrees to it.

     

    STOCKHOLDERS

    


    
      	
              RUDOLF
                GUNNERMAN

            	
              DORIS
                GUNNERMAN

            
	
              “Stockholder”

            	
              “Stockholder”

            
	 	 
	 	 
	
              __________________________

            	
              __________________________

            


    

    


    


    PURCHASERS

    


    
      	
              Iroquois
                Master Fund Ltd.

            	
              Ellis
                Capital LLC

            
	 	 
	
              ____________________________

            	
              ____________________________

            
	
              By:

            	
              By:

            
	
              Its:

            	
              Its:

            
	 	 


    

    


    ESCROW
      AGENT:

    


    


    ______________________________________

    GRUSHKO
      & MITTMAN, P.C.

    


    SCHEDULE
      A TO FUNDS ESCROW AGREEMENT

     

    Iroquois
      Master Fund Ltd. 

    641
      Lexington Avenue

    New
      York,
      NY 10022

    (212)
      207-3452

    


    Ellis
      Capital LLC

    20
      East
      Sunrise Highway

    Valley
      Stream, New York 11581

    (516)
      887-8990

     

    
      
         

      

      
        8