Exhibit
      4.16

    


    Development
      and Manufacturing Agreement

    

      
        	
                1.

              	
                PARTIES
                  TO THE AGREEMENT

              


      

    

     

    
      
        	 	
                  
                  SulphCo, Inc. (“SulphCo”)

              	
                
                  Märkisches
                    Werk GmbH (“MWH”)

                

              
	 	
                  
                  4333 W. Sam Houston Pkwy N.

              	
                Haus
                  Heide 21

              
	 	
                  
                  Suite 190

              	
                D-58543
                  Halver

              
	 	
                  
                  Houston, TX 77043

              	
                Germany

              
	 	
                  
                  USA

              	 


      

    

     

    
      	
              2.

            	
              PRIMARY
                FIELDS OF BUSINESS

            


    

    SulphCo
      is
      engaged in the business of commercializing its patented and proprietary
      SonocrackingTM
      process.
      The SonocrackingTM process
      is designed to use high power ultrasound to modify the composition and structure
      of crude oil derived from any source (e.g.,normal crude oil production, tar
      sands, shale, etc.) and/or crude oil fractions (e.g., diesel, kerosene, etc.),
      including, without limitation, the upgrading of crude oil and fractions thereof
      by lowering the density, lowering the viscosity and reducing the
      sulfur-containing, nitrogen-containing, acid-containing and other undesirable
      components of crude oil and its fractions. Among the benefits of this upgrading
      of crude oil is the transformation of sour heavy crude oils into sweeter,
      lighter crudes, producing more gallons of usable oil per barrel. For purposes
      of
      this Agreement, SulphCo’s“Primary
      Field of Business” shall include (i) the foregoing applications, together with
      any future benefits yet to be discovered that may be derived through the
      application of the SonocrackingTM process
      to crude oil, its components, fractions, or refined products, as well as (ii)
      the general application of ultrasound to crude oil, its components, fractions,
      or refined products. 

    


    MWH
      is a
      developer and manufacturer of components and systems used in diverse industries
      for demanding applications. 

    


    
      	
              3.

            	
              OBJECTIVES

            


    

    SulphCo
      seeks to
      secure a reliable, high-quality, high-value development partner and supplier
      for
      its SonocrackingTM
      probe
      assembly and reactor (“Equipment”).
      The
      supplier should be able to offer manufacturing and development assistance
      throughout the trial and commercial phases of SulphCo’s
      business expansion. Supplier must also be capable of rapidly ramping-up
      manufacturing in order to meet expected accelerating demand for its Equipment.
      SulphCo
      intends
      to use MWH
      as a
      development partner and supplier for said Equipment.

    


    MWH
      seeks to
      secure an additional long-term customer for the sale of highly-complex
      manufactured systems. MWH
      also
      seeks to further diversify its business by participating in new growth
      industries. MWH
      intends
      to provide SulphCo
      with
      development assistance and supply of Equipment.

     

    
      
        
        

      

      
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              4.

            	
              GENERAL
                RESPONSIBILITIES OF MWH

            


    

    During
      the term of this Agreement, MWH
      will
      provide SulphCo
      with
      development assistance (engineering and development personnel) to improve the
      Equipment
      according
      to development goals and targets to be established from time to time by
SulphCo.
      In
      addition, MWH
      will
      manufacture and deliver Equipment
      in the
      quantity and by the reasonable delivery dates that SulphCo
      specifies in purchase orders and according to manufacturing specifications
      and
      technical drawings provided or referenced by SulphCo
      in its
      purchase orders.

     

    SulphCo
      shall
      specify quality control standards for the Equipment
      and the
      tests that MWH
      is to
      perform on each unit of Equipment
      manufactured for SulphCo
      prior
      to
      each delivery in order to ensure uniform Equipment
      quality
      and function. Once a reliable series of quality control tests are developed
      and
      specified in writing by SulphCo,
      MWH
      shall
      integrate these tests into its Equipment
      manufacturing process and the costs associated with the tests shall be
      incorporated into the Equipment
      price.
      SulphCo shall have no obligation to purchase any Equipment
      that
      fails to meet the quality standards that it sets for the Equipment.
      

    


    
      	
              5.

            	
              GENERAL
                RESPONSIBILITIES OF SULPHCO

            


    

    SulphCo
      will
      provide MWH
      with
      orders for the Equipment
      but
      is in
      no way obligated to order any fixed quantity over any fixed period of time.
      SulphCo
      will
      provide MWH
      with the
      manufacturing specifications and technical drawings necessary for MWH
      to
      produce the Equipment,
      including, without limitation, all necessary technical and shop drawings,
      manufacturing materials and tolerance requirements, quality control requirements
      and functional requirements. SulphCo
      agrees
      to consider all MWH
      suggestions for Equipment
      improvements and shall make commercially reasonable efforts to improve the
      Equipment.

    


    
      	
              6.

            	
              DEMAND
                SHARE AND EXCLUSIVITY

            


    

    Subject
      to the other provisions hereof, MWH
      will
      sell Equipment
      exclusively to SulphCo,
      and
      will not sell, vend, exchange, barter, give, or transfer such Equipment
      to any
      other party without express written permission of SulphCo.
      SulphCo
      will not
      prevent MWH
      from
      developing, manufacturing or selling ultrasound technology to third parties
      engaged in business that is outside of SulphCo’s
      Primary Field of Business.

    


    SulphCo
      will
      purchase a minimum of 60% of its annual Equipment
      requirements from MWH.
      SulphCo
      may
      purchase a lesser percentage of its annual Equipment
      requirements from MWH
      under
      the following circumstances:

    


    (a)
      if
SulphCo
      is able
      to purchase Equipment
      from
      another source with comparable quality and identical design at price that is
      at
      least 25% less than the price that MWH
      charges
SulphCo
      for the
      comparable product. In such circumstances SulphCo
      will
      provide MWH
      in
      writing with the opportunity to meet the price quoted to SulphCo
      by the
      other source. In the event that MWH
      will not
      meet the other source’s price, SulphCo
      shall be
      free to purchase Equipment
      from the
      other source, and shall be under no obligation to purchase Equipment
      from
MWH;
      

     

    
      
        
        

      

      
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    (b)
      if
MWH
      fails to
      manufacture the Equipment
      with a
      level of quality consistent with SulphCo’s
      manufacturing or quality control specifications, and another supplier
      demonstrates that it is able to meet SulphCo’s
      manufacturing or quality control specifications;

    


    (c)
      if
MWH
      is not
      able to consistently deliver the Equipment
      in a
      reasonable timeframe required by SulphCo
      and
      another supplier is able to do so.

    


    
      	
              7.

            	
              FORECAST
                DEMAND FULFILLMENT

            


    

    SulphCo
      will, to
      the extent possible, provide MWH
      with
      forecasts for its Equipment
      demand.
MWH
      will
      operate with a maximum 16-week lead time for new orders. If SulphCo
      so
      requests, MWH
      will
      build and maintain a three-month stock of Equipment
      at one
      of its warehouses in the USA. In such a case, SulphCo
      shall
      compensate MWH
      for any
      such stock that it is unable to sell as a result of Equipment
      design
      changes, design innovations, or other Equipment
      changes
      required by SulphCo.
      MWH
      shall be
      responsible for, and SulphCo
      shall
      not compensate MWH
      for, any
      stocked Equipment
      that
      fails to meet SulphCo’s
      manufacturing or quality control specifications. 

    


    
      	
              8.

            	
              EQUITY
                PAYMENT FOR SERVICES

            


    

    In
      consideration for the development services that MWH
      has
      provided under earlier agreements and will continue to provide under this
Agreement,
      SulphCo
      shall
      issue to MWH
      an
      option to purchase 50,000 shares of its common stock, par value $0.001 per
      share
      (the “Option”),
      as
      payment for services under this Agreement immediately upon receiving the
      approval of the American Stock Exchange of the Additional Listing Application.
      The Option
      shall
      have an exercise price determined by the average of the high and low prices
      of
SulphCo
      common
      stock on the date hereof (the “Grant
      Date”).
      The
Option
      shall
      vest as follows: one-half of the Option
      (option
      to purchase 25,000 shares of SulphCo
      common
      stock) shall vest six (6) months after the Grant
      Date
      and the
      remaining half of the Option
      shall
      vest one (1) year after the Grant
      Date.
      In
      addition to the foregoing, in the event that, within one (1) year of the date
      hereof, the Equipment
      demonstrates that, when operated in accordance with SulphCo’s
      specifications and directions in the field and under actual operating
      conditions, it will consistently produce sulphur reductions greater than 25%
      on
      Arab Light and Khafji crude oils (or similar oils as determined by SulphCo),
      SulphCo
      shall
      issue to MWH
      an
      additional 50,000 shares of its common stock (the “Additional
      Shares”),
      subject to receiving approval by the American Stock Exchange of the Additional
      Listing Application for the Additional
      Shares.
      The
      Board of Directors of SulphCo
      (but not
      any director who is an employee, officer, or member of the board of directors
      of
MWH)
      shall
      make the determination of award of the Additional
      Shares
      for
      meeting the sulphur reduction criteria. 

    


    MWH
      may
      exercise the vested portion of the Option
      in whole
      or in part until the termination dates set forth below. In the event that
MWH
      wishes
      to exercise the Option,
      it
      shall send to SulphCo
      a
      written notice (the date of each such notice being herein referred to as a
      “Notice
      Date”)
      setting forth its irrevocable election to that effect, which notice also
      specifies a date not earlier than three (3) business days from the Notice
      Date
      for the
      closing of such option exercise.

     

    
      
        
        

      

      
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    In
      the
      event of any change in SulphCo
      common
      stock by reason of a stock dividend, split-up, merger, recapitalization,
      combination, exchange of shares or similar transaction, the type and number
      of
      shares of common stock underlying the Option
      or
      issuable upon the grant of the Additional
      Shares
      shall be
      adjusted appropriately, so that MWH
      shall
      receive upon exercise of the Option
      or
      issuance of the Additional
      Shares,
      the
      number and class of shares that MWH
      would
      have received if the Option
      or
Additional
      Shares
      had been
      exercised or granted immediately prior to such event.

    


    The
      right
      to exercise the Option
      shall
      terminate on third anniversary of the Grant
      Date.
      

    


    
      	
              9.

            	
              PIGGYBACK
                REGISTRATION RIGHTS

            


    

    SulphCo
      shall
      include the shares of common stock underlying the Option
      in a
      registration statement to the extent permissible by the rights of holders of
      demand registration rights or any underwriter. 

    


    
      	
              10.

            	
              TERM

            


    

    This
      Agreement
      shall
      become effective upon signing, and shall continue in effect thereafter for
      a
      period of five years, unless earlier terminated as provided herein. After the
      initial five year term, this Agreement
      will
      automatically renew on an annual basis unless terminated in writing by either
      party with six months notice.

    


    
      	
              11.

            	
              TERMINATION

            


    

    SulphCo
      may
      terminate this Agreement
      with
      notice at any time if (i) MWH
      is
      unable, for any reason, to deliver Equipment
      to
SulphCo
      under
      reasonable terms of this Agreement;
      (ii)
MWH
      violates
      any SulphCo
      intellectual property rights. In such cases MWH
      will be
      given written notice and the chance to correct such violations within 90 days
      before termination.

    


    Either
      party may terminate this Agreement
      immediately with written notice if (i) the other party breaches any material
      term or condition of this Agreement
      and
      fails
      to cure the breach within 30 days of receiving notice from the other party;
      or
      (ii) if such other party becomes insolvent or if the normal conduct of business
      shall become substantially impaired by such party's credit problems and is
      unable to correct such insolvency within 90 days.

    


    On
      termination of this Agreement
      for any
      reason, MWH
      will
      cease all Equipment
      manufacture and will provide SulphCo
      with a
      complete report of all Equipment
      manufactured, in transit or stored. MWH
      must
      also immediately, at SulphCo’s
      option, erase, destroy or return to SulphCo
      all
Equipment
      supporting documentation and all Confidential Information in its possession.
      SulphCo
      must
      compensate MWH
      for all
Equipment
      in its
      manufacturing pipeline.

     

    
      
        
        

      

      
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              12.

            	
              AUDITS

            


    

    All
      records of MWH
      relating
      to the manufacture and sale of Equipment
      under
      this Agreement
      are
      subject to periodic quality assurance and record keeping audits by SulphCo
      or its
      designated representatives. MWH
      will
      permit inspection of its records by SulphCo
      and its
      designated representatives upon reasonable notice.

    


    
      	
              13.

            	
              RIGHTS
                TO FUTURE TECHNOLOGY AND INTELLECTUAL
                PROPERTY

            


    

    During
      the course of this Agreement
      all new
      technology and intellectual property, including improvements to any existing
      technology and intellectual property, that are directly related to the design,
      development, and manufacture of ultrasonic Equipment
      for
SulphCo
      by
MWH
      within
SulphCo’s
      Primary Field of Business will belong to SulphCo.
      Accordingly, MWH
      agrees
      to grant and does hereby grant to SulphCo
      the full
      and entire right, title, and interest in such new technology and intellectual
      property, and MWH
      agrees
      to inform SulphCo
      within a
      reasonable period of time of the discovery or development of such new technology
      and intellectual property and to reasonably cooperate with SulphCo
      in the
      review and execution of any documents required for securing patent rights to
      such new technology and intellectual property and for securing SulphCo’s
      ownership thereof. SulphCo
      will
      automatically grant MWH
      a
      cost-free, worldwide, non-exclusive, non-expiring license to use any such new
      technology in applications outside of SulphCo’s
      Primary Field of Business, provided that MWH
      shall
      take reasonable steps to be agreed upon by the parties to protect SulphCo's
      intellectual property in the course of such use, and provided that such license
      shall not restrict SulphCo’s
      ability
      to make, use, or sell any such new technology in any application within or
      without SulphCo’s
      Primary
      Field of Business.

    


    
      	
              14.

            	
              WARRANTIES
                AND REPRESENTATIONS.
                

            


    

    MWH
      represents, warrants and covenants to SulphCo
      that all
Equipment
      supplied
      to SulphCo
      by
MWH
      will i)
      conform to all applicable Equipment
      specifications provided by SulphCo,
      and ii)
      be manufactured and packaged in a good and workmanlike manner and will be
      labeled and shipped in accordance with any instructions given by SulphCo.

    


    
      	
              15.

            	
              INDEMNITY

            


    

    SulphCo
      shall
      defend and indemnify MWH,
      its
      affiliates, distributors, agents, employees and assigns from and against any
      and
      all claims, damages, suits, losses and expenses (including without limitation
      reasonable attorneys' fees and costs) which may be made against or incurred
      by
MWH,
      its
      affiliates, distributors, agents, employees and assigns which directly or
      indirectly are caused by, arise from, are incident to or connected with
SulphCo’s
      Equipment
      design,
      possession, function, or use. 

    


    
      	
              16.

            	
              INSURANCE

            


    

    SulphCo
      shall
      obtain and maintain adequate commercial product liability insurance naming
      MWH
      as an
      additional insured. Said insurance will be maintained during the term of this
      Agreement
      with a
      reputable, financially sound insurance carrier. 

    


    
      
        
        

      

      
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              17.

            	
              INFORMATION
                SHARING AND NONDISCLOSURE

            


    

    (a)
      SulphCo
      will
      provide confidential information to MWH
      in order
      to enable MWH
      to
      submit proposals and manufacture products for SulphCo
      (“SulphCo Confidential
      Information”).
      MWH
      shall
      consider all information that SulphCo
      provides
      as confidential and shall protect it using the same methods as it uses to
      protect its own confidential information. 

    


    (b)
      SulphCo Confidential
      Information
      is any
      information relating specifically to SulphCo’s
      business, including, but not limited to, computer programs, computer files,
      documents, manuals, drawings, specifications, production schedules, test data,
      maintenance procedures/processes, general knowledge of business plans and/or
      activities, trade secrets, business methods, processes, devices, or any other
      information used by SulphCo
      that may
      give SulphCo
      an
      opportunity to obtain an advantage over competitors who do not know or use
      such
      information, disclosed by SulphCo
      to
MWH
      either
      directly or indirectly, orally, electronically, or in writing.

    


    (c)
      MWH
      agrees
      to use SulphCo Confidential
      Information
      only for
      the purpose intended as set forth herein, and not to disclose SulphCo Confidential
      Information
      to any
      third party without SulphCo’s
      prior
      written consent.

    


    (d)
      MWH
      agrees
      to restrict access to SulphCo Confidential
      Information
      only to
      employees of MWH
      whose
      access is necessary to carry out the purpose of this Agreement
      after
      such employees have been informed of the terms of this Agreement.

    


    (e)
      The
      restrictions on disclosure and use of SulphCo Confidential
      Information
      set
      forth above shall not apply to information which MWH
      can
      prove was already in MWH’s
      possession at the time of first receipt from SulphCo
      or was
      or becomes part of the public domain without breach of this Agreement
      by
MWH.

    


    (f)
      SulphCo
      agrees
      to allow MWH
      to share
      the SulphCo
      Confidential Information
      with its
      material sub-suppliers as necessary in order to carry out the purposes of this
      Agreement
      provided
      that reasonable care is used to prevent the misuse or wider disclosure of said
      Confidential Information.

    


    (g)
      On
      occasion, MWH
      may
      provide information to SulphCo
      that is
      considered proprietary. Said MWH
      confidential information shall be handled by SulphCo
      and be
      governed by the same rules as laid out in Paragraphs 16a-h hereof. SulphCo
      agrees
      that such information is the property of MWH
      and
SulphCo
      further
      agrees not to duplicate or disseminate such information to third parties without
      written consent of MWH,
      unless
      such information is in the public domain or obtained by SulphCo
      independently from third parties.

    


    (h)
      This
      confidentiality provision shall survive any termination or expiration of this
      Agreement
      by
      5
      years.

     

    
      
        
        

      

      
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              18.

            	
              MISCELLANEOUS
                

            


    

    
      	 	
              (a)

            	
              This
                Agreement,
                and any interest herein, may not be assigned by MWH
                without prior written approval of SulphCo.
                

            


    

    


    
      	 	
              (b)

            	
              This
                Agreement
                shall be construed in accordance with the substantive laws of the State of
                Texas, without regard to conflict of law principles. Each of the
                parties
                hereto irrevocably consent to the exclusive personal and subject
                matter jurisdiction of United States District Court for the Southern
                District of Texas, Houston Division, and the Texas state courts
                located in Harris County, Texas, U.S.A. regarding the enforcement or
                interpretation of this Agreement
                and matters or disputes relating to the matters covered by this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Notices
                and other correspondence related to this Agreement
                should be directed to the parties as
                follows:

            


    

    


    To
      SulphCo:

    SulphCo,
      Inc. 

    4333
      W.
      Sam Houston Pkwy N.

    Houston,
      TX 77043, USA

    Fax
      Number:                      (713)
      896-9100

    Email
      Address:                
sfarmer@sulphco.com

    Attention:                        
      Stanley
      W. Farmer or current CFO

    


    To
      MWH:

    Märkisches
      Werk GmbH 

    Haus
      Heide 21

    D-58543
      Halver, Germany

    Fax
      Number:                    
+49
      (2353) 917-1266

    Email
      Address:               
e.urquhart@mwh.de

    Attention:                        
      Ed
      Urquhart or current Geschäftsführer

    


    
      	 	
              (d)

            	
              This
                Agreement
                constitutes
                the entire Agreement
                between the parties pertaining to the subject matter hereof and supersedes
                all prior Agreements,
                understandings, negotiations, and discussions, whether oral or written,
                of
                the parties with regard thereto. The invalidity, in whole or in part,
                of
                any provision hereof shall not affect the validity of the remainder
                of
                such provision. No claim or right arising out of a breach of this
                Agreement
                can be discharged in whole or in part by a waiver or renunciation
                of the
                claim or right unless the waiver or renunciation is supported by
                consideration and is in writing signed by the aggrieved party. The
                failure
                of either party to enforce within a reasonable period of time any
                of the
                provisions hereof shall not be construed to be a waiver of such provision
                or of the right of such party thereafter to enforce each and every
                such
                provision.

            


    

    


    
      	 	
              (e)

            	
              This
                Agreement
                may not be changed or modified except in writing signed by both
                parties.

            


    

     

    
      
        
        

      

      
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              (f)

            	
              Neither party
                shall use the other party’s name
                in publicity, advertising, or similar activity without the other
                party’s
                prior written consent. 

            


    

    


    
      	 	
              (g)

            	
              All
                purchase orders issued by SulphCo
                to
                MWH
                for Equipment
                during the term of this Agreement
                are subject to the provisions of this Agreement
                as
                though fully set forth in such purchase order. Each such purchase
                order
                shall be subject to the terms and conditions set out therein. In
                the event
                that the provisions of this Agreement
                conflict with any such purchase order, the provisions of this Agreement
                shall govern. No other terms and conditions, including, but not limited
                to, SulphCo’s
                standard printed terms and conditions, on MWH’s
                order acknowledgment or otherwise, shall have any application to
                this
                Agreement,
                any purchase order, or any transactions occurring pursuant
                thereto.

            


    

    


    
      	 	
              (h)

            	
              SulphCo
                must pay MWH
                for all orders by wire transfer using net 30 day terms upon shipment
                of
                product.

            


    

    


    
      	
              19.

            	
              AUTHORIZING
                SIGNATURES

            


    

    


    
      	
              /s/
                Larry D. Ryan

            	 	
              June
                27, 2008

            
	
              Dr.
                Larry D. Ryan

            	 	
              Date

            
	
              CEO,
                SulphCo, Inc.

            	 	 


    

    


    
      	
              /s/
                Edward E. Urquhart 

            	 	
              June
                27, 2008

            
	
              Edward
                E. Urquhart

            	 	
              Date

            
	
              
                Geschäftsführer,
                  MWH

              

            	 	 


    

    


    
      
        
        

      

      
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