Memorandum of Association


    
      EXHIBIT
        10.1

       

      Memorandum
        of Association

      Fujairah
        Oil Technology

      Limited
        Liability Company

      


      On
        this
        Tuesday 29 of November 2005, it is agreed between:

      


      1st
        Party,
        M/s, Trans Gulf Petroleum Co., U A E national, Its address: P.O. Box: 2000,
        Fujairah, United Arab Emirates., TEL 09 2220222, represented by Its general
        Manager Mr. George Jamil Bajk.

      


      2nd
        Party,
        M/s, SulphCo Inc. American national, the territory primary address P.O. Box
        1207
        Jeddah 21453 Saudi Arabia Kingdom represented by Its Chairman & CEO Dr.
        Rudolf W. Gunnerman.

      


      to
        establish a limited liability company in the Emirates of Fujairah between
        mentioned above. The company will be exempted from Establishment requirements
        particularly article no 22 from the provisions of U.A.E. Federal Law No.
        (8) of
        1984 in respect of Commercial Companies and amended, it is agreed on the
        following terms and conditions:

      


      ARTICLE
        NO. (1)- NAME OF THE COMPANY

      


      The
        name
        of the company shall be Fujairah Oil Technology (Limited Liability
        Company).

      


      ARTICLE
        NO. (2)- PRINCIPAL OFFICE OF THE COMPANY:

      


      The
        Principal Office of the Company shall be in Fujairah, United Arab
        Emirates.

      


      The
        Company may set up other branches, offices or agencies inside or outside
        United
        Arab Emirates.

      


      ARTICLE
        NO. (3)- OBJECTS OF THE COMPANY

      


      The
        purpose of the company is:

      
        	 	 


      

      
        	1.      	
                To
                  implement the SulphCo technology that reduces sulfur and upgrades
                  crude
                  and refined oils through a patented ultrasonic
                  process,

              


      

      
        	 	 


      

      
        	2.      	
                To
                  Purchase the Heavy or the medium crude oil and to sell the processed
                  oil

              


      

      
        	 	 


      

      
        	3.      	
                Marketing
                  oil & oil products

              


      

      
        	 	 


      

      
        	4.      	
                To
                  import machinery, computer and the ultra sound equipment related
                  to its
                  activities.

              


      

      
        	 	 


      

      
        	5.      	
                To
                  produce machinery, computer and the ultra sound equipment related
                  to its
                  activities.

              


      

      
        	 	 


      

      Company
        activities will include all related activities or ancillary by way of relating
        its objectives.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      The
        company may set up subsidiary establishment or bodies, or may have interest
        in
        or enter into agreement, joint-ventures partnership with other companies,
        establishment or bodies practicing work similar to its own, both inside and
        outside the U.A.E. The above mentioned purpose shall be interpreted wildly
        without restrictions.

      


      ARTICLE
        NO. (4)- DURATION OF COMPANY

      


      The
        duration of the Company shall be twenty five (25) years commencing from the
        date
        of registration in the Commercial Register. This duration could be prolonged
        or
        shortened by a resolution of the General meeting of the Partners if the object
        of the Company so necessitated.

      


      ARTICLE
        NO. (5)- CAPITAL OF THE COMPANY

      


      The
        Share
        Capital of the Company shall be one million (Dhs. 1,000,000.) Dirhams divided
        into one Thousand (1000) shares, of one Thousand (1000) Dirhams
        each.

      


      The
        said
        Shares are held by the Partners as follows:

      


      1st
        Party,
        M/s Trans Gulf Petroleum Co., U A E. national Numbers of shares 500. Its
        value.
        Dhs, 500,000. Percentage of Capital 50%.

      


      2nd
        Party:
        M/s, “SulphCo, Inc. American national Numbers of shares 500. Its value


      Dhs.
        500,000. Percentage of capital 50%.

      


      ARTICLE
        NO. (6)- SHARES

      


      
        	(A)      	
                Each
                  share in the share capital of the company entitles the holder thereof
                  to
                  equivalent share in the profits of the company and the ownership
                  of its
                  assets. The Partners are not liable for the debts and obligations
                  of the
                  company except to the value of their respective shares in the
                  company.

              


      

      
        	 	 


      

      
        	(B)      	
                All
                  shares shall be ordinary shares having equal rights and obligations
                  and
                  shall be subject to the provisions of this Memorandum of
                  Association.

              


      

      
        	 	 


      

      
        	(C)      	
                The
                  rights and obligations relating to each share shall continue to
                  be
                  attached to such share in the hands of any person who owns it.
                  The
                  ownership of the share shall result in accepting the provisions
                  of this
                  Article of Incorporation and the resolutions of the General
                  Meeting.

              


      

      


      ARTICLE
        NO. (7)- TRANSFER OF SHARES

      


      
        	(A)      	
                Any
                  Partner may transfer his shares in the Company to one of the Partners
                  or
                  to a Third Party under an official
                  instrument.

              


      

      
        	 	 


      

      
        	(B)      	
                If
                  any Partner intends to transfer his share to a Person other than
                  a Partner
                  whether against any consideration or not, the said Partner shall
                  inform
                  the remaining Partners about the transfer conditions through the
                  Board of
                  director who shall inform the Partners immediately after receiving
                  the
                  notice. Any Partner may claim to redeem the share for the price
                  which may
                  be agreed upon, and in case of disagreement the price shall be
                  estimated
                  by the Company’s auditor on the redemption date. If no Party used the
                  redemption right after thirty (30) days of the date of the notice,
                  the
                  Partner shall be at liberty to dispose of his share, as he may
                  deem fit.
                  

              


      

      
        	 	 


      

      
        	(C)      	
                If
                  more than one Partner used the right of redemption, the offered
                  share or
                  shares shall be distributed between them in proportion to their
                  respective
                  shares in the capital.

              


      

      
        	 	 


      

      
        	(D)      	
                No
                  transfer shall be binding on the Company or others save as from
                  the date
                  of entering the transfer in the Partners’ Register and in the Commercial
                  Register. The Company may not refuse to enter the transfer unless
                  it
                  violates the provisions of this Memorandum of
                  Association.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
ARTICLE
        NO. (8)- REGISTER OF PARTNERS

      


      
        	(A)      	
                The
                  Company shall maintain a register of the Partners which shall contain
                  their names, places of residence, addresses, nationalities, professions,
                  number and value of shares held by each Partner and the transaction
                  taking
                  place on such shares together with the dates of such
                  transactions.

              


      

      
        	 	 


      

      
        	(B)      	
                The
                  assignment or transfer of shares with the date and signature of
                  assignee
                  in case of depositions of shares among living persons and the signature
                  of
                  the Board of director and the person on whom the shares have devolved
                  in
                  case of transfer by death. The Company or third parties shall not
                  be
                  affected by such assignment or transfer except from the date of
                  its entry
                  in the Register of Partners and the Commercial
                  Register.

              


      

      
        	 	 


      

      Each
        party may inspect the Register of Partners during the working hours of the
         company.

      


      ARTICLE
        (9) - MANAGEMENT OF THE COMPANY

      


      The
        Company shall be managed by nominated representatives of the Board of Director
        who nominated by general assembly of the company.

      


      ARTICLE
        (10)- 

      


      The
        Board
        of Director shall supervise, oversee and manage business and affairs of the
        company, including but not limited to conducting the following
        powers:

      


      
        	10-1	
                Appoint,
                  dismiss, and replace director/s, staff, workers and employees of
                  the
                  company and determine their salaries, wages and remuneration and
                  to
                  allocate their duties and powers.

              


      

      
        
          	 	 


        

        
          	10-2	
                  Pay
                    the amounts sign, assign, sell and settle all bills of exchange
                    enter into
                    the contracts, agreements and deals relating to the transactions
                    of the
                    company.

                


        

      

      
        	 	 


      

      
        	10-3	
                Deal
                  with bank, open, manage, operate and close any and all of the bank
                  accounts of the company in the United Arab Emirate or elsewhere
                  with the
                  right to execute all banking documents, deposit or withdraw money
                  and sign
                  all statements, accounts, bills, Cheques, notes and other similar
                  instruments

              


      

      
        	 	 


      

      
        	10-4	
                Purchase,
                  lease or otherwise acquire moveable or immovable property and/or
                  sell,
                  exchange, lease or otherwise dispose any of the said properties
                  belonging
                  to or held by the company.

              


      

      
        	 	 


      

      
        	10-5	
                Appoint
                  and remove lawyers, accountants, financial experts and other professional
                  consultants.

              


      

      
        	 	 


      

      
        	10-6	
                [skipped
                  number]

              


      

      
        	 	 


      

      
        	10-7	
                Represent
                  the company before the Government, the Municipal Authorities, Department
                  of Economics & industry, various Ministries, Customs and immigration
                  departments and Authorities, the labor department, the Rulers office,
                  the
                  Chamber of Commerce & Industry, the Courts and any other Governmental
                  or Semi-Governmental authorities or departments in the United Arab
                  Emirate
                  and abroad and before all companies and individuals for all purposes
                  whatsoever.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
ARTICLE
        (11) - FINANCIAL MANAGEMENT:

      


      
        	(A)      	
                The
                  Company’s Board of director shall prepare the Company’s Balance Sheet and
                  profit and loss account. It shall also prepare the Annual Report
                  of the
                  Company’s activities, its financial position and the proposal for the
                  distribution of profits. All the above should be completed within
                  three
                  (3) months from the end of the Company’s Financial
                  year.

              


      

      
        	 	 


      

      
        	(B)      	
                The
                  Balance Sheet and the Profit and Loss Account shall be submitted
                  to the
                  Annual General Meeting for
                  approval.

              


      

      


      ARTICLE
        (12) - GENERAL MEETING:

      


      
        	(A)	
                The
                  General Meeting of the Company shall consist of all the Partners
                  and shall
                  be convened in the Emirate of Fujairah by the Board of director
                  of the
                  Company at least once in every year not later than the four (4)
                  months
                  after the end of the financial year. The Board of director shall
                  convene
                  the General Meeting if so required by a number of partners holding
                  not
                  less than one quarter (1/4) of the
                  Capital.

              


      

      
        	 	 


      

      
        	(B)	
                General
                  Meeting require not less than twenty one (21) days notice to be
                  sent to
                  every Partner accompanied by the agenda, time and place of the
                  meeting.

              


      

      
        	 	 


      

      
        	(C)	
                Every
                  Partner shall have the right to attend the General meeting regardless
                  of
                  the number of shares held by him. He may authorize another Partner
                  to
                  represent him in the meeting. Every Partner shall be entitled to
                  a number
                  of votes equal to the shares held or represented by
                  him.

              


      

      
        	 	 


      

      
        	(D)	
                The
                  Agenda of the General Meeting shall include the following
                  matters:

              


      

      
        	 	 


      

      
        	
              	1.	
                Listen
                  to the Board of director’s report on the Company’s activity and its
                  financial position during the year, as well as the auditor’s
                  report.

              


      

      
        	 	 


      

      
        	
              	2.	
                Discuss
                  and approve the Balance Sheet and Profit and Loss
                  Account.

              


      

      
        	 	 


      

      
        	
              	3.	
                Determine
                  the dividends to be distributed among the
                  Partners.

              


      

      
        	 	 


      

      
        	
              	4.	
                Appoint
                  and determine the remuneration of the Board of
                  director.

              


      

      
        	 	 


      

      
        	
              	5.	
                Other
                  related matters under the provisions of law or this Memorandum
                  of
                  Association.

              


      

      
        	 	 


      

      
        	(E)	
                The
                  quorum of partners before a General Meeting proceeds to business
                  shall be
                  the Partners in person or by a proxy given to another partner who
                  is not a
                  Board of director, provided that the partners holding not less
                  than
                  seventy five per centum (75%) of the Share Capital of the Company
                  are
                  present either in person or by proxy given to another partner who
                  is not a
                  Board of director. The resolution of the General Meeting of the
                  Company
                  shall only be valid if adopted by at least seventy five per centum
                  (75%)
                  of the votes representing the share capital of the
                  Company.

              


      

      
        	 	 


      

      If
        this
        majority was not present in the first meeting the Partners shall be called
        for a
        second meeting to be convened twenty one (21) days after the date of the
        first
        meeting. Decision in the meeting shall be taken by the majority of
        votes.

      
        	 	 


      

      
        	(F)	
                Minutes
                  shall be prepared for the discussion of the General Meeting. All
                  minutes,
                  decisions of the General Meeting shall be maintained in a Special
                  Register
                  to be signed by the attending members, and kept in the Company’s office.
                  Any Partner shall have the right, personally or through a proxy,
                  to
                  inspect this register and also to inspect the Balance Sheet, Profit
                  and
                  Loss Account and Annual Report.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        NO. (13) - FINANCIAL YEAR OF THE COMPANY: 

      


      The
        Financial Year of the Company shall start on the First of January and end
        on the
        Thirty First of December of every year. As an exception, the first Financial
        Year shall start from the date of the Company’s entry in the Commercial Register
        and expires on Thirty First of December of the subsequent year.

      


      ARTICLE
        (14) - DISTRIBUTION OF PROFITS AND LOSS:

      


      After
        deducting all costs and expenses, the profits and loss shall be distributed
        as
        follows:

      
        	 	 


      

      
        	(A)      	
                Ten
                  percent (10%) of the net profits shall be set aside towards a legal
                  reserve fund. The General meeting may decide to suspend this allocation
                  if
                  the reserve fund becomes equal to one half (1/2) of the Company’s capital.
                  The General Meeting may also allocate any other
                  reserves.

              


      

      
        	 	 


      

      
        	(B)      	
                The
                  net profits and losses shall be distributed between the Partners
                  in
                  proportion to their share in the
                  Capital.

              


      

      
        	 	 


      

      
        	(C)      	
                In
                  case of loss in any particular year it may be carried forward and
                  adjusted
                  in the coming years.

              


      

      


      ARTICLE
        NO. (15) - COMPANY’S AUDITORS:

      


      The
        Company shall have one or more auditors who possess the qualifications as
        prescribed in Federal law No. 9 of 1975 in respect of regulating the Profession
        of Accountancy and Auditing and are registered thereunder and licensed to
        practice in the Emirate of Fujairah. The Auditors shall be appointed by the
        General Meeting who shall fix their remuneration. The Auditor shall be
        accountable for the accuracy of the statements contained in his report being
        the
        agent of the partners. Every partner has the right during the General Meeting
        to
        debate the auditor’s report and question him on the contents
        thereof.

      


      ARTICLE
        NO. (16) - AMENDMENTS OF THIS MEMORANDUM OF ASSOCIATION:


      


      The
        Company’s Memorandum of Association may not be amended, and its Capital shall
        not be increased or decreased without the consent of all Partners. The
        liabilities of Partners may not be increased without their unanimous agreement
        and the decision of decreasing the Company’s Capital shall not be effective
        without the approval of the concerned authorities.

       

      The
        Company’s Board of director shall inform and deposit the legal documents
        relating to the foregoing together with any amendment, in the Commercial
        Register, Municipality Department, Government of Fujairah.

      


      ARTICLE
        NO. (17) - DISPUTES:

      


      Should
        any dispute arise between the Partners in relation to the Company’s liquidation
        or to any article of this Memorandum of Association, shall be settled amicably.
        In case of disagreement, the dispute shall be referred to arbitration for
        determination and the following provisions shall apply:

      
        	 	 


      

      
        	a)      	
                Any
                  such matter shall be referred to a single
                  arbitrator.

              


      

      
        	 	 


      

      
        	b)      	
                The
                  arbitrator shall be such person as may be agreed between the partners
                  or
                  failing such agreement shall be nominated on the joint applications
                  of the
                  partners (or if either of them shall neglect forthwith to concur
                  in such
                  application then on the sole application or either of them) by
                  the
                  president or the chairman of the Fujairah Chamber of Commerce and
                  Industry
                  or his appointed deputy or by any person authorized by the president
                  or
                  chairman to make appointments on his
                  behalf.

              


      

      
        	 	 


      

      
        	c)      	
                The
                  language to be used in arbitral proceedings shall be English and
                  Arabic.

              


      

      
        	 	 


      

      
        	d)      	
                The
                  decision of such arbitrator shall be final and binding on the partners
                  and
                  his costs shall form part of his
                  award.

              


      

      


      ARTICLE
        NO. (18) - DISSOLUTION:

      


      The
        Company shall be dissolved for any of the following reasons:

      
        	 	 


      

      
        	1.      	
                Upon
                  the expiry of the Company’s specified period unless the Partners agreed to
                  renew it.

              


      

      
        	 	 


      

      
        	2.      	
                By
                  achieving the objects it was established
                  for.

              


      

      
        	 	 


      

      
        	3.      	
                If
                  the Company merged with another
                  company.

              


      

      
        	 	 


      

      
        	4.      	
                If
                  the Partners agreed to terminate the
                  Company.

              


      

      
        	 	 


      

      
        	5.      	
                If
                  the losses of the Company reached half of its Capital provided
                  that a
                  decision shall be issued by the General Meeting and by the unanimous
                  votes
                  of the Partners.

              


      

      
        	 	 


      

      
        	6.      	
                The
                  Company shall not be dissolved if one of the Partners is deceased
                  or loses
                  his legal capacity. In these events, the heirs of the deceased
                  partner
                  and/or his legal representative shall succeed to his shares without
                  prejudice to the indivisibility of
                  shares.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
ARTICLE
        NO. (19) - LIQUIDATION:

      


      The
        General Meeting shall appoint one or more liquidators who shall follow the
        liquidation procedures provided for in the Commercial Companies Law, unless
        the
        Partners otherwise agreed. If the liquidation was ordered by the Court, the
        Court should clarify the liquidation method and appoint the liquidators.
        The
        authorities of the Board of director shall expire upon the appointment of
        the
        liquidators.

      


      ARTICLE
        NO. (20) - THE LAW

      


      Any
        matter for which no specific provision is contained in this Contract of
        Establishment shall be governed by the Companies Law to the extent that the
        provisions of the Companies Law are not inconsistent with or conflict with
        or
        otherwise expressly excluded in accordance with this Contract of
        Establishment

      


      ARTICLE
        NO. (21) - NOTICES

      


      All
        notices served by the Company to the Partners shall be in the form of Registered
        Letters sent to each Partner at his address referred to at the beginning
        of this
        Memorandum of Association.

      


      ARTICLE
        NO. (22) - COPIES

      


      The
        Memorandum of Association hereunder executed in Four (4) counterparts each
        of
        which shall constitute as original thereof. Each Party shall retain a copy
        thereof, the Company shall retain one Copy and the rest shall be lodged with
        the
        competent authority

      


      


      Signed
        by
        Mr. George Jamil Bajk. 

      /s/
        George Jamil Bajk

      For
        and
        On Behalf 1st
        Party:
        M/s. Trans Gulf Petroleum Co.,

      


      Signed
        by
        Dr. Rudolf W, Gunnerman. 

      /s/
        Rudolf W, Gunnerman

      For
        and
        On Behalf 2nd
        Party
        M/s, Sulphco Inc 

      


      


      Government
        Seal