sulphco_s3-ex0410.htm


    EXHIBIT
      4.10

     

     

    
       

      Sulphco
        Fujairah 210,000 B/D
        Sonocracking Project

      Mustang
        Engineering Work Release

      March
        29,
        2006

       

      Key
        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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      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.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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

                   

                  Date: 3/29/2006

                	
                  Title: Contracts Manager

                   

                  Date: 28 March
                    2006

                


        

         

        3