Unassociated Document


    EXHIBIT
      4.15

     

    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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (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.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    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]

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    [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]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    [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]

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    LOCKUP
      AGREEMENT

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    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. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

      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.

    

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    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:

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

    


    ESCROW
      AGREEMENT

     

     

     

     

     

     

     

    15