Stock Option Agreement


    Exhibit
      4.14

    

      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 a certain $7,000,000 original principal amount
        promissory note (“Note”), issued by the Company in favor of Rudolf Gunnerman,
        dated as of December 31, 2004, and Stockholders have agreed to enter into
        this
        Agreement as additional consideration for the aforementioned purchase.
As
        of the
        Closing Date, the outstanding principal balance of the Note is $5,000,000,
        and
        accrued and unpaid interest on the Note is $66,570.

      


      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
        1,500,000 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 1,500,000 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 and Ten Cents per share (the
        "Purchase Price").

      


      (b)
        The
        shares subject to the Option are the following Common Stock Certificates
        of the
        Company: number 1484, in the amount of 1,000,000 shares issued to the
        Stockholders and number 1787, in the amount of 500,000 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 B. 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      (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. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      (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)
        Simultaneously with the execution hereof, the Stockholders shall enter into
        the
        Lockup Agreement attached hereto as Exhibit A.

      


      (d)
        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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      (b)
        Amendment. This Agreement may not be amended except by an instrument in writing
        signed on behalf of each of the parties.

      


      (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 OPTIONEES
        WAIVE 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 Company:

                	 	
                  SulphCo.,
                    Inc.

                
	 	 	 	
                  850
                    Spice Islands Dr.

                
	 	 	 	
                  Sparks,
                    NV 89431

                
	 	 	 	 
	 	 	 	 
	 	
                  with
                    a copy to: 

                	 	
                  K&L
                    Gates

                
	 	 	 	
                  Attn:
                    Robert Matlin, Esq.

                
	 	 	 	
                  599
                    Lexington Ave.

                
	 	 	 	
                  New
                    York, NY 10022

                


        

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	 
	 	
                  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.

      


      (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.

       

      
        
          
          

        

        
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      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

      



      LOCKUP
        AGREEMENT


      


      This
        AGREEMENT (the "Agreement") is made as of the ____ day of April, 2007, by
        Rudolf
        Gunnerman and Doris Gunnerman ("Holders"), in connection with their ownership
        of
        shares of Sulphco, Inc., a Nevada corporation (the "Company").

      


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

      


      1. Background.

      


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

      


      b. Holders
        acknowledge that as of the date hereof, Rudolf Gunnerman has sold his $7,000,000
        original principal amount promissory note (“Note”) of the Company to certain
        parties (“Buyers”) pursuant to that certain Assignment of Promissory Note, of
        even date herewith, among the Holders, the Company and the Buyers and as
        a
        condition to such sale has agreed to refrain from the purchase or sale of
        any
        securities of the Company from the date of the Subscription Agreement until
        December 31, 2007 (the "Restriction Period"), except as described below.
        

       

      2. Share
        Restriction. 

      


      a. Holders
        hereby agree that during the Restriction Period, except for the sale of up
        to
        1,500,000 shares of the Company’s stock pursuant to the Option Agreement being
        entered into with the Buyers as of the date of this Agreement, the Holders
        shall
        not buy or sell or otherwise dispose of any shares of Common Stock or any
        options, warrants or other rights to purchase shares of Common Stock or any
        other security of the Company which Holders own or have a right to acquire
        as of
        the date hereof, other than in connection with an offer made to all shareholders
        of the Company in connection with merger, consolidation or similar transaction
        involving the Company. Holders further agree that the Company is authorized
        to
        and the Company agrees to place "stop orders" on its books to prevent any
        transfer of shares of Common Stock or other securities of the Company held
        by
        Holders in violation of this Agreement. The Company agrees not to allow to
        occur
        any transaction inconsistent with this Agreement.

      


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

      


      c. Notwithstanding
        the foregoing restrictions on transfer, the Holder may, at any time and from
        time to time during the Restriction Period, transfer the Common Stock (i)
        as
        bona fide gifts or transfers by will or intestacy, (ii) to any trust for
        the
        direct or indirect benefit of the undersigned or the immediate family of
        the
        Holder, provided that any such transfer shall not involve a disposition for
        value, (iii) to a partnership which is the general partner of a partnership
        of
        which the Holder is a general partner, provided, that, in the case of any
        gift
        or transfer described in clauses (i), (ii) or (iii), each donee or transferee
        agrees in writing to be bound by the terms and conditions contained herein
        in
        the same manner as such terms and conditions apply to the undersigned, (iv)
        a
        bona fide sale for cash at not less than $7.00 per share of Common Stock,
        or (v)
        sale of 125,000 shares at $4.00 per share and options to purchase 125,000
        shares
        with a per share exercise price of $4.00, provided,
        that at no time may the Holder beneficially own less than 1,500,000 shares
        of
        Common Stock (subject to adjustment for stock
        dividend, split-up, merger, recapitalization, combination, exchange of shares
        or
        similar transactions).
        For purposes hereof, "immediate family" means any relationship by blood,
        marriage or adoption, not more remote than first cousin. 

       

      
        
          
          

        

        
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      3. Miscellaneous.

      


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

      


      b. This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without regard to principles of conflicts of laws. Any
        action
        brought by either party against the other concerning the transactions
        contemplated by this Agreement shall be brought only in the state courts
        of New
        York or in the federal courts located in the state of New York. The parties
        to
        this Agreement hereby irrevocably waive any objection to jurisdiction and
        venue
        of any action instituted hereunder and shall not assert any defense based
        on
        lack of jurisdiction or venue or based upon forum
        non conveniens.
        The
        parties executing this Agreement and other agreements referred to herein
        or
        delivered in connection herewith agree to submit to the in personam jurisdiction
        of such courts and hereby irrevocably waive trial by jury.
        The
        prevailing party shall be entitled to recover from the other party its
        reasonable attorney's fees and costs. In the event that any provision of
        this
        Agreement or any other agreement delivered in connection herewith is invalid
        or
        unenforceable under any applicable statute or rule of law, then such provision
        shall be deemed inoperative to the extent that it may conflict therewith
        and
        shall be deemed modified to conform with such statute or rule of law. Any
        such
        provision which may prove invalid or unenforceable under any law shall not
        affect the validity or enforceability of any other provision of any
        agreement.

      


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

      


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

      


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

      


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

      


      g.
         The
        Company and the Holders acknowledge that the Buyers are intended third party
        beneficiaries of this Agreement. Furthermore, the Company and the Holders
        agree
        that the obligations of Holders under this Agreement may only be waived with
        the
        express consent of the Buyers holding at least 50.1% of the then outstanding
        principal amount of the Note.

      


       


      
        
           

          
          

        

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

      

        
          	 	 	
                  HOLDERS:

                
	 	 	 
	 	 	 
	 	 	
                  
                    

                  

                
	 	 	
                  Rudolf
                    Gunnerman

                
	 	 	 
	 	 	 
	 	 	 
	 	 	 

                  

                
	 	 	
                  Doris
                    Gunnerman

                
	 	 	 
	 	 	 
	 	 	
                  
                    
 

                
	 	 	
                  Number
                    of Shares of Common Stock

                
	 	 	
                  Beneficially
                    Owned and as more fully

                
	 	 	
                  described
                    below if not in the form of 

                
	 	 	
                  shares
                    of Common Stock

                
	 	 	 
	 	 	
                  COMPANY:

                
	 	 	 
	 	 	
                  SULPHCO,
                    INC.

                
	 	 	 
	
                   

                	 	
                  By:_____________________________

                
	
                   

                	 	
                  Name:

                
	
                   

                	 	
                  Title:

                


        



                

      



      
        
           

          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      ESCROW
        AGREEMENT

       

       

       

       

       

      
        
           

        

        
          14