Unassociated Document


     

    Exhibit
      4.10

    

       

      SulphCo,
        Inc.

      850
        Spice
        Islands Drive

      Sparks,
        NV 89431

       

      September
        13, 2006

       

      Mustang
        International, L.P. 

      16001
        Park Ten Place

      Houston,
        TX 77084

      Attention:
        R.M. Farley

       

      
        	
              	Re:	
                Master
                  Services Agreement effective March 29, 2006; Mustang Engineering
                  Work
                  Release dated March 29, 2006.

              


      

       

      Dear
        Mr.
        Farley:

       

      Please
        refer to the above referenced Master Services Agreement between us and
the
        related Engineering Work Release dated March 29, 2006 ("Work
        Release").

       

      The
        section of the Work Release entitled "Fee" provides for a grant to Mustang,
        in
        lieu
        of a cash fee, of 17,500 shares of SulphCo, Inc. Common Stock and an Option
        to
acquire
        52,500 shares of Common Stock at $6.00 per share. The section as originally
        written
        does not clearly reflect the intention of the parties regarding the terms
        of the
options.
        As presently worded, the options "are fully vested at project completion."
        However;
        the
        agreement also provides that the option grants arc exercisable upon contract
        signing, and there are further provisions for reimbursement to SulphCo of
        the
value
        of
        the Options under certain circumstances. Accordingly, the section entitled
        "Fee"
should
        be
        rewritten to more clearly reflect the intentions of the parties
        regarding
        the
Options.

       

      In
        addition it is the intention of the parties that the17,500 shares be freely
        tradeable
        as soon as practicable and that the 52,500 shares issuable upon exercise
        of the
        Options be freely tradeable as soon as practicable. These shares have not
        been
        registered under the Securities Act of 1933 and, therefore, cannot be resold
        publicly for a period of at least one year from their acquisition unless
        SulphCo
        registers the resale of these shares by
        Mustang. Accordingly, the parties wish to provide for the registration by
        SulphCo of the
        70,000 shares with the SEC as soon as is practicable.

       

      Therefore,
        the section of the Work Release entitled "Fee" is hereby amended and
restated
        in its entirety, effective as of March 29, 2006, as follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      Fee

       

      Grant
        of Stock and Options. In
        lien
        of a cash fee, immediately upon signing this-contract
        or as soon thereafter as is practicable, Mustang will receive 17,500
        shares ("Shares")
        of
        SulphCo Common Stock and Options ("Options")
        to acquire 52,500 shares ("Option Shares") of Common Stock at $6.00 per share.
        The Options will become exercisable on the earlier of September
        29, 2006, or mechanical completion, and will remain exercisable until
        April 1, 2010. If Mustang terminates the contract prior to mechanical completion
        or September 29, 2006, (whichever comes first), then (i) Mustang must
        either return the 17,500 shares to SulphCo or reimburse SulphCo for the
value
        of
        the stock as oldie close of business on March 29, 2006, and (ii) the Options
        will automatically terminate and Mustang will surrender to SulphCo the
        certificate evidencing the Options. Based on the present scope of work,
the
        Stock
        and Options will be the total fee available to Mustang for the Fujairah
        project.

       

      Registration
        of Shares and Option Shares. Mustang acknowledges that the Shares,
        the Options and the Option Shares have not been registered tinder the
U.S.
        Securities Act of 1933 and, therefore, may not be sold or transferred
unless
        these securities are registered under the Securities Act or an exemption
        from registration is available. Accordingly, SulphCo agrees, at SulphCo's
        expense, to include the Shares and the Option Shares in its next registration
        statement, expected to be filed by SulphCo with the SEC no later than
        October 31, 2006, and to use its best efforts to cause the registration
statement
        to become effective and to remain effective until no longer required
        under the Securities Act. Mustang will provide to SulphCo such information
        as is required under the Securities Act to file and maintain the registration
        for Mustang's shares.

       

      Except
        as
        amended by this letter, the Master Services Agreement and Work Release
        will remain in full force and effect in accordance with its terms.

       

      If
        the
        foregoing reflects our agreement, please sign a copy of this letter below
        and
return
        it
        to me, whereupon it will become a binding amendment in accordance with its
        terms.

       

      Sincerely,

       

      Peter
        Gunnerman, President 

      SulphCo,
        Inc.

       

      ACCEPTED
        and AGREED:

       

      MUSTANG
        INTERNATIONAL, L.P.

       

      By:
/s/
        Meg Lassarat        

      Meg
        Lassarat, CFO