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                                                                   EXHIBIT 10.2

                                  SULPHCO, INC.

             2003 NON-OFFICER LIMITED STOCK APPRECIATION RIGHTS PLAN

1.       PURPOSE AND ELIGIBILITY

         The purpose of this 2003 Non-Officer Limited Stock Appreciation Rights
Plan (the "PLAN") of SulphCo, Inc. (the "COMPANY") is to provide a limited
interest in the appreciation of the stock value of the Company's common stock
and limited dividend equivalence to the Company's common stock (each an "AWARD")
to full-time employees of the Company receiving Awards under the Plan who are
neither officers nor directors. Any full-time employee to whom an Award has been
granted under the Plan is called a "PARTICIPANT." Additional definitions are
contained in Section 6.

2.       ADMINISTRATION

         A. ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "BOARD"). The Board, in its sole
discretion but subject to the terms of the Plan, shall have the authority to
grant and amend Awards, to adopt, amend and repeal rules relating to the Plan
and to interpret and correct the provisions of the Plan and any Award. All
decisions by the Board shall be final and binding on all interested persons.
Neither the Company nor any member of the Board shall be liable for any action
or determination relating to the Plan.

         B. APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "COMMITTEE"). All references in
the Plan to the "BOARD" shall mean such Committee or the Board.

3.       NUMBER OF LSARs AVAILABLE FOR AWARDS; LIMITS; AND ADJUSTMENTS

         A. NUMBER OF LSARs. Subject to adjustment under Section 3(C), the
aggregate number of LSARs that may be issued pursuant to the Plan is 60,000
units. Each LSAR shall equate to the appreciation in the value of a share of
common stock of the Company from the base price for each LSAR established by the
Board and shall be exercisable only upon an acquisition as set forth in Section
4(B) and upon the other terms and conditions set forth in this Plan and in the
Award, together with a right to dividend equivalent payments determined and made
payable as set forth in Section 4(C) and upon the other terms and conditions set
forth in this Plan and in the Award. If any Award expires, or is terminated,
surrendered or forfeited, in whole or in part, the LSARs covered by such Award
shall again be available for the grant of Awards under this Plan.

         B. PER-PARTICIPANT LIMIT (LSAR LIMIT AND CASH PAYMENT LIMIT). Subject
to adjustment under Section 3(C), no Participant may be granted more than 2,500
LSARs during any one calendar year nor shall any Participant be entitled to more
than $450,000 in total payments during his or her lifetime under this Plan.

         C. ADJUSTMENT TO LSARs. In the event of any stock split, stock
dividend, recapitalization, reorganization, consolidation, combination,
spin-off, split-up, or other similar change in capitalization or event (not
including any cash dividends, whether or not such dividends are ordinary or
extraordinary, or any Acquistion as defined in Section 4(B)(ii), nor any
liquidating dividend or distribution to shareholders), (i) the number of LSARs

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granted under the Plan to the Participant and the per-Participant LSAR limit
(but not the $450,000 lifetime payment limit), (ii) the exercise price of each
LSAR, and (iv) the terms of each Award shall be adjusted by the Company (or
substituted Awards may be made) to the extent the Board shall determine, in good
faith, that such an adjustment (or substitution) is appropriate.

4.       AWARDS OF LSARs; EXERCISABILITY UPON ACQUISITON; AND DIVIDEND
         EQUIVALENCY RIGHTS

         A. GRANTS. The Board may grant Awards of LSARs to full-time employees
of the Company who are neither officers nor directors, subject to limitation on
the total number of LSARs which may be granted as set forth in Section 4(A) and
subject to the the per-Participant limits set forth in Section 4(B). The grant
of LSARs will permit a grantee to exercise such LSARs for cash during a
sixty-day period commencing on the date on which any of the events described in
the definition of Acquisition occurs. The amount of cash received upon the
exercise of any limited stock appreciation rights shall equal the excess, if
any, of the Fair Market Value of a share of the Company's common stock on the
date of exercise of the limited stock appreciation rights, over the base price
for the LSARs as established by the Board at the time of the grant of the Award
times eighteen (18) or such lesser multiplier as may be established by the Board
at the time of the grant of the Award. The base price for each LSAR shall not be
less than the Fair Market Value of a share of the Company's common stock on the
date of the Award.

         B. EXERCISABILITY ONLY UPON ACQUISITION

         (i) EXERCISE. Each LSAR shall become exercisable when two conditions
precedent have occurred: First, the closing price of a share of the Company's
common stock must have exceeded Ten Dollars ($10) for at least three consecutive
trading days or the price for the stock in the proposed Acquisition must exceed
Ten Dollars ($10) per share. Second, once the first condition precedent has
occurred, the Company must then have engaged in an Acquisition. Each LSAR shall
remain exercisable for period of sixty days after the Acquisition. Each LSAR
shall be exercised by a Participant by giving written notice of exercise
delivered in person or by mail as required by the terms of the Award at the
Company's principal executive office, specifying that all of the LSARs covered
by the Award to the Participant are being exercised.

         (ii) ACQUISITION DEFINED. An "Acquisition" shall mean: (w) a merger or
consolidation of the Company with any other corporation (other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the entity
surviving such merger or consolidation), in combination with voting securities
of the Company or such surviving entity held by a trustee or other fiduciary
pursuant to any employee benefit plan of the Company or such surviving entity or
of any Subsidiary of the Company or such surviving entity, at least 80% of the
combined voting power of the securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation); (x) the acquisition
by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"))(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the combined voting power
of the then outstanding Company common stock; provided, however, that for
purposes of this definition, the following acquisitions shall not constitute an
Acquisition: (A) any such acquisition by a Person who on the date of this Plan
was the beneficial owner of 20% or more of the Company's outstanding common
stock; (B) any such acquisition directly from the Company, including without

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limitation a public offering of securities; or (C) any such acquisition by the
Company; or (z) any other acquisition of the business of the Company, as
determined by the Board.

         C. DIVIDEND EQUIVALENT RIGHTS. Each Award of an LSAR shall include the
right to receive a cash payment per LSAR equal to the amount of cash dividends
paid from time to time on one share of the Company's common stock during the
period of time commencing upon the grant of the Award and terminating upon the
termination or exercise of the LSAR, but excluding any and all liquidating
dividends or distributions and excluding any and all dividends paid more than
ten years after the grant of the Award, all as may be further specified or
limited in the Award.

         D. OTHER TERMS AND CONDITIONS. The Board shall determine the any and
all other terms and conditions of any Award.

5.       GENERAL PROVISIONS APPLICABLE TO AWARDS AND LSARs

         A. TERMINATION OF EMPLOYMENT. Upon the termination of employment of any
employee for any reason, the employee's Awards and LSARs covered by such Awards
and any related appreciation or dividend equivalency rights shall wholly and
completely terminate at that time, subject only to the payments accrued for
dividends declared and paid to shareholders prior to such termination or prior
exercise of the LSAR; provided, however, that if the termination of employment
is by reason of death, disability, unpaid leave of absence or retirement the
Board may in its sole discretion provide that one or more of the Awards and/or
LSARs, or any related dividend equivalency rights, shall not terminate upon
death, disability, unpaid leave of absence or retirement but instead may remain
exercisable by the former employee, or the executor, personal representative or
heirs of a deceased employee.

         B. NONTRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, including without limitation
by will or the laws of descent and distribution, and shall be exercisable only
by the Participant during the life of the Participant while the Participant is a
full-time employee of the Company. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees only
to the extent the Board permits transferability of an Award.

         C. DOCUMENTATION. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine or as executed by
an officer of the Company pursuant to authority delegated by the Board. Each
Award may contain terms and conditions in addition to those set forth in the
Plan provided that such terms and conditions do not contravene the provisions of
the Plan.

         D. BOARD DISCRETION. The terms of each Award need not be identical, and
the Board need not treat Participants uniformly.

         E. TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, if any, the Participant, or the
Participant's legal representative, conservator, guardian or designated
beneficiary, may exercise rights under the Award.

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         F. WITHHOLDING. Each Participant shall pay to the Company, or make
provisions satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to a Participant.

         G. AMENDMENT OF AWARDS. The Board may amend, modify or terminate any
outstanding Award including, but not limited to, substituting therefor another
Award of the same or a different type, changing the date or periods of exercise
or realization, PROVIDED THAT, the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

         H. UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
"unfunded" plan. With respect to any payments not yet made and due to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general unsecured
creditor of the Company

6.       MISCELLANEOUS

         A. DEFINITIONS.

                  (i) "COMPANY" for purposes of eligibility under the Plan,
         shall include any future subsidiary corporation of SulphCo, Inc., as
         defined in Section 424(f) of the Code (a "SUBSIDIARY"), and any future
         parent corporation of SulphCo, Inc., as defined in Section 424(e) of
         the Code. For purposes of Awards, the term "COMPANY" shall include any
         other business venture in which the Company has a direct or indirect
         significant interest, as determined by the Board in its sole
         discretion.

                  (ii) "CODE" means the Internal Revenue Code of 1986, as
         amended, and any regulations promulgated thereunder.

                  (iii) "EMPLOYEE" for purposes of eligibility under the Plan
         shall include a person to whom an offer of full-time employment has
         been extended by the Company if such person subsequently becomes a
         full-time employee of the Company.

         B. NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan.

         C. NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant shall have any rights as a stockholder with
respect to any Award or LSAR covered by the Award.

         D. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
upon adoption by the Board. No Awards shall be granted under the Plan after the
completion of ten (10) years from the date on which the Plan was adopted by the
Board, but Awards previously granted may extend beyond that date provided that
no Award shall extend more than ten (10) years from the date of the Award.

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         E. AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time subject to the rights of the
Participants with respect to Awards previously granted.

         F. GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
Nevada, without regard to any applicable conflicts of law.

Adopted by the Board on the fifteenth day of August, 2003.

/s/ Kirk S. Schumacher
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Kirk S. Schumacher, Secretary

Confirmed and acknowledged that the following ten (10) employees were granted
Awards for 2,500 LSARs each with a multiplier of eighteen pursuant to the terms
of the 2003 Non-Officer Limited Stock Appreciation Rights Plan at a meeting of
the Board of Directors held on August 15, 2003 at a base price of $0.24 which
the Board determined to be the Fair Market Value of a share of the common stock
of SulphCo, Inc. on such date.

Mike Abend
Destry Czibok
Kevin Hargett
John Hill
Curtis Lange
Jason May
Jim Murphy
Charles Richmon
Randy Snitselaar
Jason Thomas


/s/ Rudolf W. Gunnerman
-----------------------------
Rudolf W. Gunnerman, Chairman


/s/ Kirk S. Schumacher
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Kirk S. Schumacher, Director


/s/ Pat Lacy
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Pat Lacy, Director


/s/ Harry Holman
-----------------------------
Harry Holman, Director


/s/ Loren Kalmen
-----------------------------
Loren Kalmen, Director

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