**EXHIBIT
      10.53**





**LOCKUP
      AGREEMENT**





This
      AGREEMENT (the “Agreement”) is made as of the 27th day of February, 2008, by
      Rudolf Gunnerman and Doris Gunnerman (“Holders”), in connection with their
      ownership of shares of Sulphco, Inc., a
      Nevada corporation
      (the “Company”).





NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      which consideration are hereby acknowledged, and intending to be legally bound,
      the parties agree as follows:





**1.**  **Background** **.**





a.  Holders
      are the beneficial owners of the amount of shares of the Common Stock, $.001
      par
      value, of the Company (“Common Stock”) designated on the signature page
      hereto.





b.  Holders
      acknowledge that as of the date hereof, Holders granted an option to Iroquois
      Master Fund Ltd., and Ellis Capital LLC (“Optionees”) to purchase up to
      2,000,000 shares of Common Stock pursuant to an “Option Agreement”) of even date
      herewith, and agree to sell up to 2,000,000 additional shares of Common Stock
      to
      Optionees pursuant to a “Stock Purchase Agreement.” As a condition to such other
      agreements and inducement to Optionees to enter into such other agreements,
      Holders have agreed to refrain from the purchase or sale of any securities
      of
      the Company from the date of such other agreements until September 30, 2008
      (“Restriction Period”), except as described below.





**2.**  **Sale
      Restriction** **.**





a.  Holder
      hereby agrees that during the Restriction Period, except in connection with
      the
      Option Agreement, Stock Purchase Agreement and an agreement for the sale of
      up
      to 1,625,000 shares of Common stock pursuant to two Option Agreements entered
      into on April 24, 2007 with the Optionees and certain other parties, the Holders
      shall not buy or sell or otherwise dispose of any shares of Common Stock or
      any
      options, warrants or other rights to purchase shares of Common Stock or any
      other security of the Company which Holders own or have a right to acquire
      as of
      the date hereof, other than in connection with an offer made to all stockholders
      of the Company in connection with merger, consolidation or similar transaction
      involving the Company. Holders further agree that the Company is authorized
      to
      and the Company agrees to place “stop orders” on its books to prevent any
      transfer of shares of Common Stock or other securities of the Company held
      by
      Holders in violation of this Agreement. The Company agrees to use commercially
      reasonable efforts not to allow any transaction inconsistent with this
      Agreement.





b.  Any
      subsequent issuance to and/or acquisition by Holders of Common Stock or options
      or instruments convertible into Common Stock will be subject to the provisions
      of this Agreement.








c.  Notwithstanding
      the foregoing restrictions on transfer, the Holders may, at any time and from
      time to time during the Restriction Period, transfer Common Stock (i) as bona
      fide gifts or transfers by will or intestacy, (ii) to any trust for the
      direct or indirect benefit of the undersigned or the immediate family of the
      Holder, provided that any such transfer shall not involve a disposition for
      value, (iii) to a partnership which is the general partner of a partnership
      of
      which a Holder is a general partner, provided, that, in the case of any gift
      or
      transfer described in clauses (i), (ii) or (iii), each donee or transferee
      agrees in writing to be bound by the terms and conditions contained herein
      in
      the same manner as such terms and conditions apply to the undersigned, (iv)
      a
      bona fide sale for cash at not less than $7.00 per share of Common Stock, or
      (v)
      that at no time may the Holders beneficially own less than the amount of Common
      Stock (subject to adjustment for stock dividend, split-up, merger,
      recapitalization, combination, exchange of shares or similar transactions)
      necessary for Holders to comply with their obligations under the agreements
      described in Section 2a above. For purposes hereof, “immediate family” means any
      relationship by blood, marriage or adoption, not more remote than first cousin.
      Holders agree to immediately cancel and not replace during the Restriction
      Period any plan under Rule 10b5-1 under the Securities and Exchange Act of
      1934.





**3.**  **Miscellaneous** **.**





a.  At
      any
      time, and from time to time, after the signing of this Agreement, Holder will
      execute such additional instruments and take such action as may be reasonably
      requested by the Optionees to carry out the intent and purposes of this
      Agreement.





b.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens . **The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith agree to submit to the in personam jurisdiction
      of such courts and hereby irrevocably waive trial by jury.** The
      prevailing party 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.





c.  The
      restrictions on transfer described in this Agreement are in addition to and
      cumulative with any other restrictions on transfer otherwise agreed to by the
      Holders or to which the Holders are subject to by applicable law.





d.  This
      Agreement shall be binding upon Holders, their legal representatives, successors
      and assigns.




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e.  This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.





f.  The
      Company agrees not to take any action or allow any act to be taken which would
      be inconsistent with this Agreement.





g.  The
      Holders acknowledge that the Optionees are the intended beneficiaries of this
      Agreement. Furthermore, the Holders agree that the obligations of Holders under
      this Agreement may only be waived with the express consent of the
      Optionees.





IN
      WITNESS WHEREOF, and intending to be legally bound hereby, Holders have executed
      this Lockup Agreement as of the day and year first above written.





**HOLDERS:**___________________________________________Ruldolf
                Gunnerman___________________________________________Doris
                Gunnerman___________________________________________Number
              of Shares of Common Stock BeneficiallyOwned
              and as more fully described below if notin
              the form of shares of Common StockACKNOWLEDGED:**COMPANY:**SULPHCO,
                INC.By:
            ___________________________________________Name:
                Stanley W. FarmerTitle:
                Vice President andChief
                Financial Officer




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