**EXHIBIT
      10.55**





**STOCK
      OPTION AGREEMENT**





This
      STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of February
      12, 2008 by and between the parties listed on the signature pages hereto as
      Optionees ("Optionees"), and Rudolf Gunnerman and Doris Gunnerman, as joint
      owners, the undersigned stockholders ("Stockholders") of Sulphco, Inc., a Nevada
      corporation (the "Company").





BACKGROUND





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





B.  Stockholders
      are the beneficial owners (as defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act")) of at least the amount
      of
      shares of outstanding common stock of the Company ("Shares” or “Securities”)
      necessary to fulfill Stockholders’ obligations hereunder.





C.  Capitalized
      terms not otherwise defined herein shall have the meanings attributed to such
      terms in the SPA.





NOW,
      THEREFORE, in consideration of the execution and delivery by Optionees of the
      Assignment and the mutual covenants, conditions and agreements herein contained,
      and intending to be legally bound, the parties hereto hereby agree as
      follows:





1. Option .





(a)  Subject
      to the terms and conditions set forth in this Agreement, effective immediately,
      the Stockholders hereby grant to Optionees an option (the "Option") to purchase
      up to 2,000,000 Shares (“Option Shares”) from the Stockholders (for each
      Optionee up to the Proportionate Amount set forth on the signature pages
      hereof), at a per share purchase price equal to Four Dollars and Fifty Cents
      ($4.50) per share (the "Purchase Price").





(b)  Simultaneously
      with the execution of this Option Agreement, Stockholders will deliver 2,000,000
      into escrow with Grushko & Mittman, P.C., as escrow agent (“Escrow Agent”),
      pursuant to the form of escrow agreement attached hereto as Exhibit A. If at
      any
      time after the date of execution of this Agreement and during the term hereof,
      Stockholders receive any further shares of stock due to a stock split, or
      otherwise, with regard to the shares represented by Certificates, they shall
      immediately deliver those shares into escrow with the Escrow Agent.





(c)  The
      Option may be exercised by an Optionee in whole or in part commencing on the
      Closing Date and continuing through December 31, 2008. There may be up to five
      exercises of the Option by each Optionee. At the time of each partial exercise
      the Stockholders shall make a notation in their books and records as to the
      remaining portion of the Option subject to exercise.








(d)  This
      Option may be exercised by each Optionee only up to the same number of shares
      as
      are purchased by such Optionee under the SPA.





(e)  In
      the
      event that an Optionee wishes to exercise the Option, it shall send to the
      Stockholders and Escrow Agent 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
      five (5) business days nor later than thirty (30) business days from the Notice
      Date for the closing of such purchase (an "Option Closing Date"). The place
      of
      any Option Closing shall be at the offices of Grushko & Mittman, P.C. at 551
      Fifth Avenue, Suite 1601, New York, NY 10176, and the time of the Option Closing
      shall be 10:00 a.m. (New York Time) on the Option Closing Date.





(f)  At
      the
      Option Closing, an Optionee shall pay to the Stockholders by delivery to Escrow
      Agent in immediately available funds by wire transfer to the bank account
      designated in writing in the Escrow Agreement an amount equal to the Purchase
      Price. The terms of the Escrow Agreement shall govern mechanics for release
      of
      stock and funds and related matters.





(g)   At
      the
      Option Closing, upon delivery of immediately available funds as provided above,
      the Escrow Agent shall deliver: (i) to the Optionee a certificate or
      certificates representing the Option Shares to be purchased at such Option
      Closing (or, a certificate endorsed in blank) and registered on the books and
      records of the Company in Optionee’s name, which Securities shall be free and
      clear of all liens, claims, charges and encumbrances of any kind whatsoever,
      and
      (ii) to Stockholders, the Purchase Price.





(h)   In
      the
      event of any change in the Common Stock by reason of a stock dividend, split-up,
      merger, recapitalization, combination, exchange of shares or similar
      transaction, the type and number of Option Shares subject to the Option, and
      the
      Purchase Price therefor, shall be adjusted appropriately, so that Optionee
      shall
      receive upon exercise of the Option the number and class of shares or other
      securities or property together with any additional shares delivered to the
      Escrow Agent pursuant to Section 2(b) above that Optionee would have received
      if
      the Option had been exercised immediately prior to such event or the record
      date
      therefor, as applicable.





2.  Termination .
      The
      right to exercise this Option shall terminate on December 31, 2008.
      Notwithstanding the foregoing, if the Option cannot be exercised by reason
      of
      any applicable judgment, decree, order, law or regulation, the Option shall
      remain exercisable and shall not terminate until the earlier of (x) the date
      on
      which such impediment shall become final and not subject to appeal, and (y)
      5:00
      p.m. New York Time, on the thirtieth (30th) business day after such impediment
      shall have been removed. Notwithstanding the termination of the Option or this
      Agreement, Optionees shall be entitled to purchase the Securities if it has
      exercised the Option in accordance with the terms hereof prior to such
      termination and such termination shall not affect any rights hereunder which
      by
      their terms do not terminate or expire prior to or as of such
      termination.




2





3.   Representations
      and Warranties of the Stockholders .
      The
      Stockholders hereby represent and warrant to Optionees as follows:





(a)   Due
      Authorization; Enforceability .
      The
      Stockholders have full power and authority to execute and deliver this
      Agreement. The execution and delivery of this Agreement and the consummation
      of
      the transactions contemplated hereby have been duly and validly authorized
      by
      all necessary action on the part of the Stockholders, and no other proceedings
      on the part of the Stockholders are necessary to authorize this Agreement or
      to
      consummate the transactions contemplated hereby. This Agreement has been duly
      and validly executed and delivered by the Stockholders and constitutes a valid
      and binding agreement of the Stockholders, enforceable against such Stockholders
      in accordance with its terms, subject to applicable bankruptcy, insolvency,
      moratorium or other similar laws relating to creditors' rights and to general
      principles of equity.





(b)   Ownership
      of Securities; Voting Rights .
      The
      Stockholders have sole voting power with respect to the Option Shares. The
      Option Shares are not subject to any voting trust agreement or other contract,
      agreement, arrangement, commitment or understanding to which the Stockholders
      are a party restricting or otherwise relating to the voting, dividend rights
      or
      disposition of the Option Shares.





(c)   No
      Encumbrances .
      Upon
      the exercise of the Option and the delivery to an Optionee by Stockholders
      of a
      certificate or certificates, or other similar document, evidencing the Option
      Shares, Optionee will receive good, valid and marketable title to the Shares,
      free and clear of all security interests, liens, claims, pledges, options,
      rights of first refusal, agreements, limitations on Optionees’ voting rights,
      charges and other encumbrances of any nature whatsoever (except any security
      interest created by Optionees).





(d)   No
      Conflicts .
      No
      authorization, consent or approval of any court or any public body or authority
      is necessary for the consummation by the Stockholders of the transactions
      contemplated by this Agreement. The execution, delivery and performance of
      this
      Agreement by the Stockholders will not constitute a breach, violation or default
      (or any event which, with notice or lapse of time or both, would constitute
      a
      default) under, or result in the termination of, or accelerate the performance
      required by, or result in a right of termination or acceleration under, or
      result in the creation of any lien or encumbrance upon any of the properties
      or
      assets of such Stockholders under, any note, bond, mortgage, indenture, deed
      of
      trust, license, lease, agreement or other instrument to which such Stockholders
      are a party or by which his or her properties or assets are bound, other than
      breaches, violations, defaults, terminations, accelerations or creation of
      liens
      and encumbrances which, in the aggregate, would not materially impair the
      ability of such Stockholders to perform his or her obligations
      hereunder.




3





(e)   Brokers .
      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 the Stockholders.





(f)   Stockholders
      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 themselves of such right. They understand that the transaction
      contemplated by this Assignment is a sophisticated business and financial
      transaction, and they have the acumen and experience to review this Assignment
      and related documentation and to enter into the transactions set forth in the
      Assignment 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 Optionees and they waive any claims they may have against them arising out
      of
      this transaction





4.   Representations
      and Warranties of Optionees .
      Each
      Optionee represents warrants as follows:





(a)   Compliance
      with the Securities Act of 1933 .
      The
      Optionee understands and agrees that the Option Shares have not been registered
      under the Securities Act of 1933 (“1933 Act”) or any applicable state securities
      laws, by reason of their issuance in a transaction that does not require
      registration under the 1933 Act (based in part on the accuracy of the
      representations and warranties of Optionee contained herein), and that Option
      Shares must be held indefinitely unless a subsequent disposition is registered
      under the 1933 Act or any applicable state securities laws or is exempt from
      such registration.





(b)   Status
      of Optionee .
      The
      Optionee is, and will be at the time of the exercise of the Option, an
      " **accredited
      investor** ",
      as
      such term is defined in Regulation D promulgated by the Commission under the
      1933 Act, is experienced in investments and business matters, has made
      investments of a speculative nature and has purchased securities of United
      States publicly-owned companies in private placements in the past and, with
      its
      representatives, has such knowledge and experience in financial, tax and other
      business matters as to enable the Optionee to utilize the information made
      available by the Company to evaluate the merits and risks of and to make an
      informed investment decision with respect to the proposed purchase, which
      represents a speculative investment. The Optionee has the authority and is
      duly
      and legally qualified to purchase and own the Option Shares. The Optionee is
      able to bear the risk of such investment for an indefinite period and to afford
      a complete loss thereof. The information set forth on the signature page hereto
      regarding the Optionee is accurate.





(c)   Restricted
      Securities .
      Optionee will not sell, offer to sell, assign, pledge, hypothecate or otherwise
      transfer any of the Option Shares unless pursuant to an effective registration
      statement under the 1933 Act, or unless an exemption from registration is
      available.





(d)   Upon
      exercise of the Option in whole or in part, the Option Shares issued shall
      bear
      the following or similar legend:




4




"THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
      OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED."





5.   Stockholders
      Covenants .
      The
      Stockholders hereby covenant and agree as follows:





(a)   The
      Stockholders hereby agree, while this Agreement is in effect, and except as
      contemplated hereby, not to sell, transfer, pledge, encumber, assign or
      otherwise dispose of, or enter into any contract, option or other arrangement
      or
      understanding with respect to the sale, transfer, pledge, encumbrance,
      assignment or other disposition of (all of the foregoing, "Sell," "Sold" or
      "Sale," as the case may be), any of the Option Shares.





(b)   The
      Stockholders agree not to engage in any action or omit to take any action which
      would have the effect of preventing or disabling Stockholders from delivering
      the Option Shares to Optionees or otherwise performing its obligations under
      this Agreement.





(c)  The
      Stockholders are
      responsible for making any filings required to be made by him with all
      regulatory bodies arising from the transactions contemplated
      hereby.





(d)   Simultaneously
      with the execution hereof, the Stockholders shall enter into and deliver the
      Lockup Agreement attached hereto as Exhibit B.





6.   Miscellaneous .





(a)   Fees
      and Expenses .
      All
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be borne by the party incurring such
      expenses.





(b)   Amendment .
      This
      Agreement may not be amended except by an instrument in writing signed on behalf
      of each of the parties.





(c)  Choice
      of Law and Venue; Jury Trial Waiver .
      This
      Assignment 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. STOCKHOLDERS,
      COMPANY AND OPTIONEES WAIVE ANY
      RIGHT
      TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
      THIS ASSIGNMENT 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.




5




(d)  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 :




If
                to Stockholders:
            Rudolf
                Gunnerman6601
                Windy Hill WayReno,
                NV 89511Fax:
                (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 Optionees :
            To
                the one or more addresses and telecopiernumbers
                indicated on the signature pages heretoWith
                a copy to:
            Grushko
                & Mittman, P.C.551
                Fifth Avenue, Suite 1601New
                York, New York 10176Fax:
                (212) 697-3575





(e)   Assignment;
      Binding Effect; No Third Party Beneficiaries .
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other parties. Any purported
      assignment without the consent required pursuant to the preceding sentence
      shall
      be null and void. Subject to the second preceding sentence, this Agreement
      (including, without limitation, the obligations of the Stockholders under
      Section 1 and Section 2 hereof) shall be binding upon and shall inure to the
      benefit of the parties hereto and their respective successors and assigns.
      Notwithstanding anything contained in this Agreement to the contrary, nothing
      in
      this Agreement, expressed or implied, is intended to confer on any person other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations or liabilities under or by reason of this Agreement.
      Notwithstanding the foregoing, any Optionee may assign this agreement to one
      or
      more of its affiliates.




6





(f)   Severability .
      In the
      event that any provision of this Agreement, or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties. The
      parties further agree to replace such void or unenforceable provision of this
      Agreement with a valid and enforceable provision that will achieve, to the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision.





(g)   Counterparts .
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute one and the same instrument. Each
      counterpart may consist of a number of copies hereof each signed by less than
      all, but together signed by all of the parties hereto.





(h)   Further
      Assurances .
      Each
      party hereto shall perform such further acts and execute such further documents
      as may reasonably be required to carry out the provisions of this
      Agreement.




**[** ***Balance
      of Page Intentionally Left Blank*** **]**




7


IN
      WITNESS WHEREOF, the undersigned have executed this Agreement on the date
      first above written.




**RUDOLF
                GUNNERMAN**
              **“Stockholder”**
              
              ____________________________________________**DORIS
                GUNNERMAN**
              **“Stockholder”**
              
              **____________________________________________**







[SIGNATURE
      PAGE TO STOCK OPTION AGREEMENT]




8


[OPTIONEE
      SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]





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




Name
      of
      Optionee: **Iroquois
      Master Fund Ltd.**




*Signature
      of Authorized Signatory of Optionee* :
      _______________________________________





Name
      of
      Authorized Signatory:
      ____________________________________________________





Title
      of
      Authorized Signatory:
      _____________________________________________________





Fax
      Number of Optionee: **212-207-3452**





Address
      for Notice to Optionee:





**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 Optionee (if not same as above):






Proportionate
      Amount: Two-Thirds





Number
      of
      Option Shares: 1,333,333







[SIGNATURE
      PAGES CONTINUE]




[OPTIONEE
      SIGNATURE PAGES TO STOCK OPTION AGREEMENT]




9


[OPTIONEE
      SIGNATURE PAGES TO STOCK OPTION AGREEMENT]





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




Name
      of
      Optionee: **Ellis
      Capital LLC**




*Signature
      of Authorized Signatory of Optionee* :
      ______________________________________





Name
      of
      Authorized Signatory:
      ____________________________________________________





Title
      of
      Authorized Signatory:
      _____________________________________________________





Fax
      Number of Optionee: **516-887-8990**





Address
      for Notice to Optionee:





**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 Optionee (if not same as above):








Proportionate
      Amount: One-Third





Number
      of
      Option Shares: 666,667




[OPTIONEE
      SIGNATURE PAGES TO STOCK OPTION AGREEMENT]




10


EXHIBIT
      A





ESCROW
      AGREEMENT




11


EXHIBIT
      B





LOCKUP
      AGREEMENT




12