Master Services Agreement


    Exhibit
      4.9

    

       

      MASTER
        SERVICES AGREEMENT

       

      THIS
        AGREEMENT, made and entered into effective this 29 day of March, 2006, by
        and
        between SULPHCO,
        INC., a
        Nevada
        corporation having an office and place of business at 850
        Spice
        Islands Drive, Sparks, NV 89431, hereinafter referred to as "OWNER", and
        MUSTANG
        INTERNATIONAL, L.P., a
        Texas
        limited partnership having principal offices at 16001
        Park Ten Place, Houston, Texas 77084, hereinafter referred to as
        "CONTRACTOR".

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        OWNER desires to have CONTRACTOR provide program management, engineering,
        procurement, construction management and other services, hereinafter referred
        to
as
        the
        "Work" in connection with the installation of new facilities or the modification
        of existing facilities,
        and

       

      WHEREAS,
        CONTRACTOR has the resources, technically competent personnel and the
        desire to undertake the Work, and

       

      WHEREAS,
        the parties hereto desire that the Work be performed on the basis of the
        reimbursable
        terms provided herein,

       

      NOW
        THEREFORE, OWNER and CONTRACTOR, for and in consideration of the mutual
        covenants and agreements herein contained, agree as follows;

       

      ARTICLE
        1. DEFINITION OF THE WORK

       

      
        	
                1.1

              	
                The
                  Work to be provided by CONTRACTOR under this Agreement shall consist
                  of
                  services
                  such as program management, engineering, procurement, construction
                  management
                  and other services to the extent mutually agreed upon by OWNER
                  and
                  CONTRACTOR.
                  Procurement services, if any, shall be by CONTRACTOR as agent,
                  acting
                  for and on behalf of OWNER; construction management services, if
                  any,
                  shall consist
                  of overall technical management of construction, and shall also
                  be
                  performed as agent
                  of OWNER.

              


      

       

      
        	
                1.2

              	
                For
                  each separate assignment to be included under the provisions of
                  this
                  Agreement, a definition
                  of the scope of Work and fee structure involved, hereinafter referred
                  to
                  as a "Work
                  Release" shall be determined to the mutual satisfaction of both
                  parties.
                  CONTRACTOR
                  shall advise OWNER of its anticipated schedule for execution of
                  the
                  Work
                  and shall present to OWNER its estimate of Reimbursable Costs,
                  as
                  hereinafter defined,
                  to be incurred in performance of the
                  Work.

              


      

       

      
        	1.3	 	
                All
                  Work shall be performed in accordance with this Agreement and the
                  applicable Work Release.
                  In the event of conflict among any of the Work Release documents,
                  the
                  document bearing the latest date shall govern. In the event of
                  conflict
                  between the Articles
                  of this Agreement and any of the Work Releases, the Articles of
                  this
                  Agreement shall
                  govern.

              


      

      


      
        
          
          

        

        
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      ARTICLE
        2. TIME OF PERFORMANCE

       

      CONTRACTOR
        shall initiate Work immediately upon notice by OWNER to do so and shall exert
        all
        reasonable efforts to complete same by the date mutually agreed
        upon.

       

      ARTICLE
        3. COMPLETION OF WORK

       

      Upon
        completion of the Work, CONTRACTOR shall notify OWNER in writing that the
        Work
        is complete. OWNER shall, within ten (10) working days after receipt of such
        notice, confirm in writing
        to CONTRACTOR that the Work is complete or notify CONTRACTOR of the respects
        in
which
        the
        Work is not complete. CONTRACTOR shall then immediately take the necessary
        steps
        to
        accomplish the incomplete aspects of the Work brought to its attention by
        OWNER;
upon
        the
        conclusion of which, OWNER shall issue to CONTRACTOR a notice of completion
        of
Work.
        Failure to notify CONTRACTOR within the aforementioned ten (10) day period
        shall
        be deemed
        acceptance by OWNER of the completed Work. CONTRACTOR'S warranty obligations
        under ARTICLE 10 - RESPONSIBILITY OF CONTRACTOR hereof shall commence
upon
        completion and acceptance of the Work.

       

      ARTICLE
        4. COMPENSATION TO CONTRACTOR

       

      Except
        as
        otherwise agreed to in writing by both parties, OWNER shall, as provided
        in the
Schedule
        of Rates attached to each Work Release, reimburse CONTRACTOR for all manhours,
        costs,
        expenses and charges incurred by CONTRACTOR in the execution of the Work,
        hereinafter
        referred to as "Reimbursable Costs".

       

      ARTICLE
        5. INVOICING AND PAYMENT

       

      
        	
                5.1

              	
                Except
                  as otherwise provided in applicable Work Releases, CONTRACTOR shall
                  invoice
                  OWNER on a semi-monthly basis for all Reimbursable Costs incurred
                  by
                  CONTRACTOR
                  during the prior period. OWNER shall pay the full amount of such
                  invoices
                  within fifteen (15) calendar days of receipt thereof. Any delinquent
                  payment shall
                  earn interest at the rate of one percent (1%) per month until paid,
                  but
                  not to exceed the
                  maximum contract rate permitted by the applicable usury laws in
                  the state
                  where the Work
                  is performed.

              


      

       

      
        	
                5.2

              	
                The
                  existence of minor errors or inconsistencies in any of CONTRACTOR'S
                  invoices shall
                  not be cause for delay of payment. OWNER shall inform CONTRACTOR
                  of such
                  errors
                  or inconsistencies and CONTRACTOR shall correct same on its next
                  invoice
                  by credit
                  or debit to OWNER.

              


      

       

      
        	
                5.3

              	
                OWNER
                  shall make prompt payments to third parties upon receipt of invoices
                  for
                  any purchases
                  made or work authorized by CONTRACTOR as agent for OWNER pursuant
                  to
                  Section 1.1 of ARTICLE 1 - DEFINITION OF THE WORK hereof, it being
                  understood and
                  agreed that payments under purchase orders or contracts/subcontracts
                  entered ii o by
                  CONTRACTOR as agent for OWNER are the sole responsibility of
                  OWNER.

              


      

      


      
        
          
          

        

        
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      ARTICLE
        6. TERMINATION

       

      OWNER
        shall have the right to terminate the Work at any time upon written notice
        to
CONTRACTOR.
        In the event of such termination, OWNER shall pay CONTRACTOR'S Reimbursable
        Costs incurred through the effective date of termination, plus any such payments
        due CONTRACTOR subsequent to that date in effecting orderly
        termination.

       

      ARTICLE
        7. RIGHT TO AUDIT

       

      All
        of
        CONTRACTOR'S Reimbursable Cost records shall be subject to OWNER'S audit
        in
CONTRACTOR'S
        offices at any time during regular business hours and upon reasonable
notice.
        The makeup of CONTRACTOR'S fixed or percentage rates and standard allowances
        shall
        be
        exempt from audit. CONTRACTOR shall maintain a true and correct set of records
        pertaining
        to Work performed hereunder and all transactions related thereto for a period
        of
        two (2)
        years
        after completion or termination of the Work.

       

      ARTICLE
        8. CONFIDENTIAL INFORMATION and COMMUNICATIONS

       

      
        	
                8.1

              	
                CONTRACTOR
                  shall treat as confidential all information furnished by OWNER
                  which
                  OWNER
                  identifies as being confidential and shall return to OWNER, upon
                  completion or termination
                  of the Work or upon written notice by OWNER, all such information.
                  Confidential
                  information furnished by OWNER shall not be disclosed by CONTRACTOR
                  or any
                  of its employees to any third party without the prior written consent
                  of
                  OWNER except
                  as may be necessary in the performance of the Work. CONTRACTOR
                  shall
                  agree
                  not to use said confidential information furnished it by OWNER
                  except in
                  connection
                  with the Work. The foregoing obligations shall not apply to information
                  that:

              


      

       

      
        	 	
                8.1.1

              	
                is
                  or becomes available to the public through sources independent
                  of or
                  through no
                  fault of CONTRACTOR, or

              


      

       

      
        	 	
                8.1.2

              	
                is
                  in CONTRACTOR'S possession prior to the receipt of information
                  from
                  OWNER,

              


      

      or

      


      
        	 	
                8.1.3

              	
                is
                  received by CONTRACTOR from a third party who has the right to
                  disclose
                  same,
                  or

              


      

      


      
        	 	
                8.1.4

              	
                is
                  independently developed by CONTRACTOR without the use or benefit
                  of
                  OWNER'S
                  information.

              


      

       

      
        	8.2	 	
                CONTRACTOR'S
                  obligations under this ARTICLE 8 with respect to any individual
                  item
                  of
                  confidential information shall remain in effect for a period of
                  three (3)
                  years after receipt by CONTRACTOR of
                  same.

              


      

       

      ARTICLE
        9. PATENT RIGHTS AND PATENT INDEMNITY

       

      
        	
                9.1

              	
                If
                  any inventions are made by CONTRACTOR or its employees in the performance
                  of the
                  Work, or result therefrom before one (1) year after the expiration
                  of this
                  Agreement, CONTRACTOR shall promptly disclose same to OWNER and
                  hereby
                  grants to OWNER a non-exclusive, non-transferable, royalty free,
                  irrevocable license under any and all patents which may be obtained
                  for
                  such inventions.

              


      

       


      
        
          
          

        

        
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                9.2

              	
                OWNER
                  shall be responsible for dealing with all claims of patent infringement
                  related to processes
                  or information supplied by OWNER, and shall indemnify and save
                  CONTRACTOR
                  harmless from and against any claims of infringement relating thereto.
                  CONTRACTOR
                  shall be responsible for dealing with all claims of patent infringement
                  related solely to designs or methods supplied by CONTRACTOR, and
                  shall
                  indemnify and
                  save OWNER harmless from and against any claim of infringement
                  relating
                  thereto.

              


      

       

      ARTICLE
        10. RESPONSIBILITY OF CONTRACTOR

       

      
        	
                10.1

              	
                CONTRACTOR
                  warrants that it will perform its Work in accordance with the standards
                  of
                  care
                  and diligence normally practiced by recognized engineering firms
                  in
                  performing services
                  of a similar nature. If, during the one (1) year period following
                  completion or termination
                  of CONTRACTOR'S Work, it is shown that these standards have not
                  been
                  met,
                  and OWNER has promptly notified CONTRACTOR in writing of such failure,
                  CONTRACTOR
                  shall perform, at its cost, such corrective services as may be
                  necessary
                  within
                  the original scope of its services to remedy such deficiency. This
                  remedial obligation shall constitute CONTRACTOR'S sole liability
                  and
                  OWNER'S exclusive remedy
                  with respect to CONTRACTOR'S Work and the activities (including
                  engineering liaison
                  and construction management in the field) involved in its performance,
                  irrespective
                  of CONTRACTOR'S fault or negligence. When performing procurement
                  services
                  CONTRACTOR shall acquire the best available vendor and contractor
                  warranties
                  on behalf of Owner, but shall not itself have any liability with
                  respect
                  to materials
                  or equipment purchased or fabricated. With respect to
                  program
                  and construction
                  management, CONTRACTOR shall not responsible or liable for the
                  ultimate
                  performance,
                  nonperformance or malperformance (including default) of any the
                  OWNER'S
                  other contractors.

              


      

       

      
        	
                10.2

              	
                In
                  the event Contractor personnel are seconded to Company, this 10.2
                  shall
                  govern such assignment.
                  CONTRACTOR shall use all reasonable efforts to ensure that CONTRACTOR
                  personnel seconded to OWNER have the qualifications and experience
                  levels
                  specified by OWNER. Prior to being seconded to OWNER, CONTRACTOR
                  personnel
                  shall be informed as to the type of services which they will be
                  expected
                  to provide.
                  Since CONTRACTOR personnel will work under the direction, supervision
                  and
                  control
                  of OWNER, CONTRACTOR does not warrant the quality of the services
                  performed
                  or results obtained. If any CONTRACTOR personnel seconded hereunder
                  are
                  unsatisfactory to OWNER then, upon written notice from the OWNER,
                  CONTRACTOR
                  shall, promptly remove such seconded personnel from OWNER'S assignment
                  and use due diligence and its best efforts to provide a satisfactory
                  replacement
                  to OWNER. All administrative costs associated with such removal
                  of such
                  seconded
                  personnel shall be borne by CONTRACTOR, provided always, however,
                  that
                  all
                  resulting out-of-pocket costs shall be borne by OWNER. The foregoing
                  shall
                  constitute
                  CONTRACTOR'S sole responsibility and OWNER'S sole remedy with respect
                  to
                  the qualitative performance of CONTRACTOR and its seconded personnel,
                  irrespective
                  of the fault or negligence of CONTRACTOR or its seconded
                  personnel.

              


      

       

      
        
          
          

        

        
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      ARTICLE
        11. FORCE MAJEURE

       

      If
        either
        party is rendered unable, wholly or in part, by force majeure to carry out
        its
        obligations under
        this Agreement, other than OWNER'S obligation to make payments hereunder,
        that
        party shall
        give to the other party prompt written notice of the force majeure with
        reasonably full particulars
        concerning it. Thereupon the obligations of the party giving notice, so far
        as
        they are affected
        by the force majeure, shall be suspended during, but no longer than, the
        continuance of the
        force
        majeure. The affected party shall use all reasonable diligence to remove
        the
        force majeure
        as quickly as possible. The term "force majeure", as herein employed, shall
        without limitation,
        mean an act of God, strike, lockout, or other industrial disturbance, act
        of the
        public enemy,
        war, blockage, public riot, lightning, fire, storm, flood, explosion,
        governmental restraint, or
        any
        other cause, whether of the kind specifically enumerated above or otherwise,
        which is not reasonably
        within the control of the party claiming suspension. However, any additional
        costs incurred
        by CONTRACTOR as a result of force majeure shall be considered Reimbursable
        Costs.

       

      ARTICLE
        12. INSURANCE AND RISK OF LOSS

       

      
        	
                12.1

              	
                CONTRACTOR
                  shall maintain insurance of the types and limits as follows, and
                  shall,
                  upon
                  request, furnish certificates to OWNER evidencing such insurance
                  and shall
                  provide
                  OWNER thirty (30) days' prior written notice of cancellation or
                  any
                  material change
                  in the terms of the policies:

              


      

       

      
        	 	
                12.1.1

              	
                Workers'
                  Compensation, Occupational Disease and Employer's Liability insurance
                  covering employees engaged in performing the Work hereunder in
                  accordance
                  with the laws of the state in which CONTRACTOR may be required
                  to
                  pay compensation, with limits for Employer's Liability of $500,000
                  each
                  accident.

              


      

       

      
        	 	
                12.1.2

              	
                Comprehensive
                  General Liability Insurance, including Broad Form Property Damage
                  and Blanket Contractual Liability, and Comprehensive Automobile
                  Liability.
                  This insurance shall cover bodily injury to or death of persons
                  and/or
                  loss
                  of or damage to property of parties other than OWNER. Such insurance
                  shall
                  be provided in a Combined Single Limit of $1,000,000 for any
                  accident.

              


      

       

      
        	
                12.2

              	
                OWNER
                  assumes responsibility for all loss of or damages to OWNER'S existing
                  property,
                  howsoever such loss or damage shall occur, including the fault
                  or
                  negligence of
                  either party, and for the cost of replacing the loss or repairing
                  the
                  damage to all materials,
                  equipment and supplies purchased for permanent installation in
                  or for use
                  during
                  construction of the facilities.

              


      

       

      
        	
                12.3

              	
                CONTRACTOR
                  assumes responsibility for all loss of or damages to CONTRACTOR'S
                  existing
                  property, and for all personal injury (including death) to CONTRACTOR'S
                  employees,
                  and releases and undertakes to defend OWNER against any liability
                  with
                  respect
                  thereto, irrespective of the fault or negligence of either
                  party.

              


      

       

      ARTICLE
        13. CONSEQUENTIAL LOSS EXCLUSION

       

      Neither
        party hereto shall be responsible or held liable to the other for punitive,
        indirect, incidental
        or consequential damages, including without limitation, liability for loss
        of
        use of any new
        facilities arising out of the Work or of any existing property, loss of profits,
        loss of product or business
        interruption however the same may be caused, including the fault or negligence
        of either
        party.

       

       

      
        
          
          

        

        
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      ARTICLE
        14. GOVERNING LAW AND ARBITRATION

       

      This
        Agreement shall be construed and the rights of the parties hereto shall be
        determined in accordance
        with the laws of the State of Nevada.

       

      Any
        controversy or claims arising out of or relating to the Agreement shall be
        initially submitted to
        mediation. The mediation team will be two senior executives of both
        organizations and a impartial third party facilitator suitable to both parties.
        The mediation team shall meet and attempt
        in good faith to resolve said claim or controversy.

       

      Any
        controversy or claim arising out of or relating to this Agreement, or the
        breach
        thereof, which
        cannot be resolved amicably by the mediation process described above, shall
        be
        settled by
        arbitration. This agreement to submit to arbitration shall be specifically
        enforceable under the
        prevailing arbitration law. The award of the arbitrator shall be final, and
        a
        judgment may be entered
        upon it by any court having jurisdiction. A party desiring to invoke this
        arbitration provision
        shall serve written notice upon the other of its intention to do so. Within
        thirty (30) days
        of
        the date of such notice, each party shall serve upon the other the name of
        one
        impartial individual,
        knowledgeable in matters pertaining to the engineering and construction
        industry, to serve as an arbitrator. A third arbitrator shall be designated
        within thirty (30) days thereafter by the
        two
        arbitrators.

       

      The
        arbitration shall be conducted in accordance with the Construction Industry
        Arbitration Rules
        of
        the American Arbitration Association then prevailing, and shall be conducted
        in
        Reno, Nevada
        unless the parties agree otherwise. Discovery shall be made available in
        accordance with
        the
        procedures set forth in the Federal Rules of Civil Procedure, but to a degree
        limited by the arbitrators as they deem appropriate to render the procedures
        economical, efficient, expeditious
        and fair. During the arbitration period, the parties shall continue to perform
        the obligations
        imposed upon them by this Agreement to the fullest extent possible, consistent
        with their
        positions with respect to the dispute.

       

      ARTICLE
        15. ASSIGNMENTS AND SUBCONTRACTS

       

      This
        Agreement shall not be assignable by either party without the prior written
        consent of the other
        party hereto, except that it may be assigned without such consent to the
        successor of either
        party or to a person, firm or corporation acquiring all or substantially
        all of
        the business and
        assets of such party. No assignment of this Agreement shall be valid until
        and
        unless this Agreement
        shall have been assumed by the assignee. When duly assigned in accordance
        with
the
        foregoing, this Agreement shall be binding upon and shall inure to the benefit
        of the assignee.
        Notwithstanding the foregoing, CONTRACTOR, at its sole option, may subcontract
        any
        portion of the Work to any affiliate of CONTRACTOR. In no case shall any
        such
subcontract
        relieve CONTRACTOR of any of its obligations under this Agreement; provided,
        however,
        that if portions of the Work are so subcontracted, this Agreement sets forth
        the
        overall aggregate
        liability of CONTRACTOR, all subsidiary or parent organizations, and all
        related
entities
        of any subsidiary or parent organization with respect to the Work, irrespective
        of fault or negligence,
        and the exculpatory and liability-limiting provisions contained herein shall,
        regardless
        of the cause of action asserted, control and inure to the benefit of such
        affiliates as if they
        were
        direct signatories hereto.

       

      


      
        
          
          

        

        
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      ARTICLE
        16. OWNERSHIP
        OF DRAWINGS/KNOWN HOW

       

      Drawings
        and specifications prepared by CONTRACTOR pursuant to this Agreement (excluding
        CONTRACTOR'S
        pre-existing know how embodied therein) shall become the property of
CONTRACTOR.
        With respect to CONTRACTOR'S pre-existing know how embodied in any drawing
        or specification, OWNER agrees to use same solely for the purpose intended
        at
        the time
        of
        preparation and further agrees not to disclose same to others for purposes
        other
        than those
        intended, without the prior written consent of CONTRACTOR.

       

      ARTICLE
        17. EXCLUSIVITY

       

      CONTRACTOR
        agrees to only contract with OWNER on Sonocracking Projects in the petrochemical
        and chemical sectors This exclusivity period commences on the effective date
        of
this
        Agreement and will continue for a period of the earlier of one (1) year
        following termination of
        this
        Agreement or one (1) year following completion of a project hereunder, unless
        the parties agree
        otherwise. CONTRACTOR shall have first refusal rights on all Work Releases.
        If
CONTRACTOR
        declines to accept a Work Release hereunder, OWNER shall have the right to
        have
        work
        performed by others.

       

      ARTICLE
        18. KEY PERSONNEL

       

      The
        following classifications assigned to a project under this Agreement shall
        be
        designated as Key
        Personnel:

       

      Program
        Manager

      Project
        Manager

      Construction
        Manager

       

      OWNER
        shall have the right to accept or reject Key Personnel based on resume review
        and/or personal
        interview. OWNER agrees not to unreasonably withhold approval of Key Personnel.
        Furthermore,
        CONTRACTOR agrees not to remove Key Personnel from the Work without the
prior
        written approval of OWNER, such approval not to be unreasonably withheld.
        Notwithstanding
        the foregoing, CONTRACTOR shall be allowed to remove Key Personnel in the
        event
        of
        illness, termination, or the threat of termination by such personnel (whom
        CONTRACTOR
        desires to retain) unless reassigned from a project.

       

      ARTICLE
        19. PRESS RELEASES

       

      Neither
        party shall publish photographs or articles, give press releases or make
        speeches about, or otherwise publicize the existence of or scope of this
        Agreement or any generalities or details about the parties' facilities or
        business plans without first obtaining the other party's consent. This should
        not be construed to mean that a party cannot give information to others on
        a
        "need to know" basis in
        order
        to conduct its business under this Agreement in normal fashion; but the parties
        shall use prudence
        in giving such information and shall do so only after imposing on the recipients
        the requirement
        recited in the first sentence herein and the requirements of the Confidentiality
        Agreement
        or any other secrecy or confidentiality provision of the type described in
        Article 8 of this Agreement.

      


      
        
          
          

        

        
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      ARTICLE
        20. EXECUTIVE SPONSOR

       

      During
        the term of this Agreement, CONTRACTOR agrees to designate Mr. John Dalton
        as
        its Executive
        Sponsor for all projects performed hereunder. Mr. Dalton will remain Executive
        Sponsor
        unless agreed to otherwise in writing by the parties.

       

      ARTICLE
        21. ENTIRETY OF AGREEMENT

       

      This
        Agreement contains the entire contract, between the parties hereto, and there
        are no other promises,
        contracts or warranties affecting it, and all previous contracts and
        communications relative
        to the Work are hereof superseded. The headings in this Agreement shall not
        be,
deemed
        part hereof or taken into consideration in the, interpretations hereof. This
        Agreement may
        not
        be amended except by written instrument signed by both parties.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed
        the date(s) appearing below, but effective the day and year first above
        written.

       

      


      
        	
                 

                OWNER:

              	 	
                 

                CONTRACTOR:

              
	 	 	 
	
                SULPHCO,
                  INC.

              	 	
                MUSTANG
                  INTERNATIONAL, L.P.

              
	 	 	 
	
                 

                By:
                  /s/ Rudolf Gunnerman

              	 	
                 

                By:
                  /s/ R.M. Farley

              
	
                 

                Name:
                  Rudolf Gunnerman

              	 	
                 

                Name:
                  R.M. Farley

              
	
                 

                Title:
                  Chairman & CEO

              	 	
                 

                Title:
                  Contracts Manager

              
	
                 

                Date:
                  3/29/2006

              	 	
                 

                Date:
                  28 March 2006

              


      

       

      


       

      
        
          
          

        

        
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      Sulphco
        Fujairah 210,000 B/D Sonocracking Project

      Mustang
        Engineering Work Release

      March
        29, 2006

       

      Ke
        y Personnel

       

      Project
        Manager - oversee
        the engineering and construction of the Fujairah 210,000 barrel/day
        Sonocracking Project. Coordinate the efforts of the NTG/Sulphco engineering,
        the
        skid
        fabrication and the local construction subcontractors at the Fujairah site.
        PM
        will also develop project management tools and procedures used to monitor
        the
        project, and communicate
        cost and schedule progress to Sulphco and Mustang management. These tools
        and
        procedures will consist at minimum, project schedules, forecasts, progress
        reporting, progress meetings, invoicing, safety, quality and other tools
        and
        procedures that
        are
        standard to the industry.

       

      The
        Project Manager is authorized to remain on the project until 12/31/2006 or
        until
transferred
        to another Sonocracking project.

       

      Construction
        Manager - oversee the construction effort at the Fujairah Sonocracking
        Project
        site. Coordinate the efforts of the third party subcontractors including
        cost,
schedule,
        quality and safety. Maintain communications with local Owner representative(s)
        as well as Mustang Project Manager

       

      The
        Construction Manager is authorized to remain on the project until 12/31/06
        or
        until services
        arc no longer required at the project site.

       

      Schedules

       

      
        	
                Engineering/Construction
                  Summary schedule outlining critical path and
                  key action items -

              	
                4/15/06

              
	 	 
	
                Detailed
                  Construction Schedule

              	
                4/30/06

              


      

       

      The
        E/C
        summary schedule is critical to the progress of the project and Sulphco/Mustang
        management
        will review them during the third week in April.

       

      Cost
        Forecasts

       

      During
        the first month of the project, the project team will review all to date
        costs
        and based
        on
        early scope identification, develop an order of magnitude estimate for review
        by
Sulphco/Mustang
        management. This will become the basis for the initial budget. In addition,
        a cash flow will be developed based on the initial budget. This initial budget
        will
        be
        refined on a monthly basis and updates shared with Sulphco/Mustang management.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Miscellaneous
        Work Requests

       

      Mustang
        will established a budget for miscellaneous work items requested by Su1phco.
        Mustang will manage to that budget and will inform Sulphco when the costs
        reach
        90% of
        the
        budget.

       

      Construction

       

      Mustang
        will be responsible for coordinating all ISBL work as well as certain OSBL
        work
        such
        as piping to and from crude storage tanks. NTG and a local engineering
company
        (Vera Group) will identify the total scope. The work will completed using
        third
party
        subcontractors.

       

      
        	
                1.

              	
                Develop
                  construction execution plan that fits into overall project execution
                  plan
                  including plans for temporary roads, offices, small tools and other
                  field
                  indirects. Determine if all construction indirects will be provided
                  by
                  subcontractors or provided
                  by Mustang (or both)

              
	 	 
	
                2.

              	
                As
                  engineering is completed, develop work packages to complete ISBL
                  work.

              
	 	 
	
                3.

              	
                Develop
                  bid lists for these work packages, send work packages out for bids,
                  evaluate
                  bids and award subcontracts. Mustang will award subcontracts as
                  agent
                  for
                  FOT/Sulphco (TBD).

              
	 	 
	
                4.

              	
                Coordinate
                  efforts of Vera Group who will be responsible for construction
                  of
                  most
                  OSBL work

              
	 	 
	
                5.

              	
                Develop
                  safety and quality assurance programs and ensure that subcontractors
                  follow
                  procedures

              
	 	 
	
                6.

              	
                Develop
                  progress and cost reporting systems that are consistent with overall
                  project
                  systems

              
	 	 
	
                7.

              	
                Develop
                  systems turnover, pre-commissioning and startup
                  plans

              


      

      
Operations

       

      Mustang
        will prepare a proposal to Sulphco to provide operations services for the
        Fujairah Sonocracking facility. The proposal will include training of local
        Fujairah operators.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      Fee

       

      In
        lieu
        of a cash fee, Mustang will receive stock grants and options. The shares
        will be
        split 25% in stock grants (17,500 shares) and 75% in options (52,500 options).
        The options will have an exercise price of $6 per share and arc fully vested
        at
        project completion, with an expiration (late no sooner than April 1, 2010.
        The
        grants will be awarded at contract signing and are exercisable / convertible
        immediately. If Mustang terminates
        the contract prior to mechanical completion or 6 months after contract signing
        (whichever comes first), they must reimburse Su1phco for the value of the
        grants
        as of the date of contract signing. Based on the present scope of work, this
        will be the total fee available
        to Mustang for the Fujairah project.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Work Release to
be
        executed the date(s) appearing below, but effective the clay and year first
        above written.

       

      


      
        	
                 

                OWNER:

              	 	
                 

                CONTRACTOR:

              
	 	 	 
	
                SULPHCO,
                  INC.

              	 	
                MUSTANG
                  INTERNATIONAL, L.P.

              
	 	 	 
	
                 

                By:
                  /s/ Rudolf Gunnerman

              	 	
                 

                By:
                  /s/ R.M. Farley

              
	
                 

                Name:
                  Rudolf Gunnerman

              	 	
                 

                Name:
                  R.M. Farley

              
	
                 

                Title:
                  Chairman & CEO

              	 	
                 

                Title:
                  Contracts Manager

              
	
                 

                Date:
                  3/29/2006

              	 	
                 

                Date:
                  28 March 2006

              


      

       

      
11