Stock Option Agreement


    Exhibit
      4.13

    

      STOCK
        OPTION AGREEMENT

      


      This
        STOCK OPTION AGREEMENT (the "Agreement") is made and entered
        into as of April __, 2007 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 , Stockholder and the Company
        have
        entered into that certain Assignment of Promissory Note, of even date herewith
        (“Assignment”; all capitalized terms used and not defined herein are used as
        defined in the Assignment), pursuant to which Optionees are purchasing from
        Stockholders 125,000 shares of Common Stock of Sulphco, of even date herewith
        (“Stock Purchase”).

      


      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 1,750,000 shares of outstanding common stock of the Company ("Shares”
or “Securities”). 

      


      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 125,000 Shares from the Stockholders (for each
        Optionee up to the Allocated Amount set forth on the signature pages hereof)
        ,
        at a per share purchase price equal to Four Dollars ($4.00) per share (the
        "Purchase Price").

      


      (b)
        The shares subject
        to the Option are the following Common Stock Certificates of the Company:
        number
        ____, dated _____ __, ____, in the amount of ______ shares issued to the
        Stockholders and number ____, dated _______ __, ____, in the amount of _______
        shares issued to the Stockholders (collectively, the “Certificates”).
        Simultaneously with the execution of this Option Agreement, the Certificates
        shall be delivered 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.

       

      
        
          
          

        

        
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      (c)
        The Option may be exercised by an Optionee in whole or in part
        commencing on the Closing Date and continuing through the eight (8) month
        anniversary of the Closing Date. There may be multiple exercises of the Option
        and 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)
        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.

      


      (e)
        At the Option Closing, an Optionee shall pay to the Stockholders
        by delivery to Escrow Agent in immediately available funds by wire transfer
        to a
        bank account designated in writing in the Escrow Agreement an amount equal
        to
        the Purchase Price; provided, that failure or refusal of the Escrow Agent
        to
        designate a bank account shall not preclude Optionee from exercising the
        Option.
        The terms of the Escrow Agreement shall govern mechanics for release of stock
        and funds and related matters.

      


      (f)
        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 its Securities 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. 

      


      (g)
        In the event of any change in the Company Common Stock by reason
        of a stock dividend, split-up, merger, recapitalization, combination, exchange
        of shares or similar transaction, the type and number of Securities subject
        to
        the Option, and the per share 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 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
        upon the eight (8) month anniversary of the date of this Agreement.
        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.

      


      
        
          
          

        

        
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      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 Shares. The 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 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 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,
        her or
        its 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, her or its obligations hereunder.

       

      
        
          
          

        

        
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      (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
        Securities 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 such Securities 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 Securities. 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 understands that the Securities have not been registered
        under the 1933 Act and such Optionee will not sell, offer to sell, assign,
        pledge, hypothecate or otherwise transfer any of the Securities unless pursuant
        to an effective registration statement under the 1933 Act, or unless an
        exemption from registration is available. 

       

      
        
          
          

        

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

       

      "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 Securities.

      


      (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 its Securities 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.

      


      


      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.

       

      
        
          
          

        

        
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      (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 OPTIONEESWAIVE 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. 

       

      (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
        Gunnerman

      


      


      


      If
        to Optionees:            To
        the one or more
        addresses and telecopier numbers indicated on the signature pages hereto

      


      With
        a copy to: 

      


      Grushko
&
Mittman,
        P.C.

      551
        Fifth Avenue, Suite 1601

      New
        York, New York 10176

      telecopier:
        (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.

       

      
        
          
          

        

        
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      (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.

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement on
        the

      date
        first above written.

      


      STOCKHOLDERS

      ________________________________________

      RUDOLF
        GUNNERMAN

       

      
        ________________________________________

      

      DORIS
        GUNNERMAN

      


      ACKNOWLEDGED
        BY: 

      SULPHCO,
        INC.

      


      By:_____________________________________

       

      


      


      


      


       

      


      


      [SIGNATURE
        PAGE TO STOCK OPTION AGREEMENT]


      
        
           

          
          

        

        
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      [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: 

       

      Signature
        of Authorized Signatory of Optionee:
        _______________________________________

      


      Name
        of Authorized Signatory:
        ____________________________________________________

      


      Title
        of Authorized Signatory:
        _____________________________________________________

      


      Email
        Address of
        Optionee:_______________________________________________________

      


      Address
        for Notice to Optionee:

      


      


      


      


      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: _____%

      


      Number
        of Shares of Option (“Allocated Portion”):______________

      


      


      


      [SIGNATURE
        PAGES CONTINUE]

       

      [OPTIONEE
        SIGNATURE PAGES TO STOCK OPTION AGREEMENT]


      
        
          
 

          
          

        

        
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      [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: 

       

      Signature
        of Authorized Signatory of Optionee:
        _______________________________________

      


      Name
        of Authorized Signatory:
        ____________________________________________________

      


      Title
        of Authorized Signatory:
        _____________________________________________________

      


      Email
        Address of
        Optionee:_______________________________________________________

      


      Address
        for Notice to Optionee:

      


      


      


      


      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: _____%

      


      Number
        of Shares of Option (“Allocated Portion”):______________

       

       

      


      


      


      [SIGNATURE
        PAGES CONTINUE]

       

      [OPTIONEE
        SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

      



      
        
           

          
          

        

        
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      EXHIBIT
        A

      


      ESCROW
        AGREEMENT

       

       

       

       

      
        
           

        

        
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