sulphco_s3-ex0411.htm


    Exhibit
      4.11

     

     

     

    SulphCo,
      Inc.

    850
      Spice
      Islands Drive

    Sparks,
      NV 89431

     

    September
      13, 2006

     

    Mustang
      International, L.P.

    16001
      Park Ten Place

    Houston,
      TX 77084

    Attention:
      R.M. Farley

     

    Re:    Master
      Services Agreement effective March 29, 2006; Mustang Engineering Work Release
      dated March 29, 2006.

     

    Dear
      Mr.
      Farley:

     

    Please
      refer to the above referenced Master Services Agreement between us and
the
      related Engineering Work Release dated March 29, 2006 ("Work
      Release").

     

    The
      section of the Work Release entitled "Fee" provides for a grant to Mustang,
      in
      lieu
      of a cash fee, of 17,500 shares of SulphCo, Inc. Common Stock and an Option
      to
acquire
      52,500 shares of Common Stock at $6.00 per share. The section as originally
      written
      does not clearly reflect the intention of the parties regarding the terms of
      the
options.
      As presently worded, the options "are fully vested at project completion."
      However,
      the
      agreement also provides that the option grants arc exercisable upon contract
      signing, and there are further provisions for reimbursement to SulphCo of the
      value
      of
      the Options under certain circumstances. Accordingly, the section entitled
      "Fee"
should
      be
      rewritten to more clearly reflect the intentions of the parties
      regarding
      the
Options.

     

    In
      addition it is the intention of the parties that the17,500 shares be freely
      tradeable
      as soon as practicable and that the 52,500 shares issuable upon exercise of
      the
      Options be freely tradeable as soon as practicable. These shares have not been
      registered under the Securities Act of 1933 and, therefore, cannot be resold
      publicly for a period of at least one year from their acquisition unless SulphCo
      registers the resale of these shares by
      Mustang. Accordingly, the parties wish to provide for the registration by
      SulphCo of the
      70,000 shares with the SEC as soon as is practicable.


     

    Therefore,
      the section of the Work Release entitled "Fee" is hereby amended and
restated
      in its entirety, effective as of March 29, 2006, as follows:

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Fee

     

    Grant
      of Stock and Options. In
      lien
      of a cash fee, immediately upon signing this contract
      or as soon thereafter as is practicable, Mustang will receive 17,500
      shares ("Shares")
      of
      SulphCo Common Stock and Options ("Options")
      to acquire 52,500 shares ("Option Shares") of Common Stock at $6.00 per share.
      The Options will become exercisable on the earlier of September
      29, 2006, or mechanical completion, and will remain exercisable until
      April 1, 2010. If Mustang terminates the contract prior to mechanical completion
      or September 29, 2006, (whichever comes first), then (i) Mustang must
      either return the 17,500 shares to SulphCo or reimburse SulphCo for the
value
      of
      the stock as of the close of business on March 29, 2006, and (ii) the Options
      will automatically terminate and Mustang will surrender to SulphCo the
      certificate evidencing the Options. Based on the present scope of work,
the
      Stock
      and Options will be the total fee available to Mustang for the Fujairah
      project.

     

    Registration
      of Shares and Option
      Shares.
      Mustang acknowledges that the Shares,
      the Options and the Option Shares have not been registered tinder the
U.S.
      Securities Act of 1933 and, therefore, may not be sold or transferred
unless
      these securities are registered under the Securities Act or an exemption
      from registration is available. Accordingly, SulphCo agrees, at SulphCo's
      expense, to include the Shares and the Option Shares in its next registration
      statement, expected to be filed by SulphCo with the SEC no later than
      October 31, 2006, and to use its best efforts to cause the registration
statement
      to become effective and to remain effective until no longer required
      under the Securities Act. Mustang will provide to SulphCo such information
      as is required under the Securities Act to
      file
      and
      maintain the registration
      for Mustang's shares.

     

    Except
      as
      amended by this letter, the Master Services Agreement and Work Release
      will remain in full force and effect in accordance with its
      terms.

     

    If
      the
      foregoing reflects our agreement, please sign a copy of this letter below and
      return
      it
      to me, whereupon it will become a binding amendment in accordance with its
      terms.

     

    Sincerely,

     

    Peter
      Gunnerman, President

    SulphCo,
      Inc.

     

    ACCEPTED
      and AGREED:

     

    MUSTANG
      INTERNATIONAL, L.P.

     

    By:
/s/
      Meg Lassarat, CFO

          
Meg
      Lassarat

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    

     

    August
      21, 2007

     

    Mustang
      International, L.P.

    16001 Park Ten Place

    Houston, Texas 77084

     

    Attention: Meg Lassarat, CFO

     

    
      	    Re:  	
              Master Services Agreement Effective March 29,
                2006
                
                Mustang Engineering Work Release dated March
                  29,
                  2006

                
                  Amendment to the Mustang Engineering Work
                    Release dated
                    September 13, 2006

                

              

            


    

     

    Dear Ms. Lassarat:

     

    Reference
      is made to that certain Master Services
      Agreement between SulphCo, Inc. ("SulphCo") and Mustang International, L.P.
      ("Mustang"), dated as of March 29, 2006, the related Mustang Engineering Work
      Release dated as of March 29, 2006 (the "Work Release") and the related
      Amendment to the Work Release dated as of September 13, 2006 (the
      "Amendment").

     

    The
      section of the Work Release entitled "Fee,"
      initially amended and restated by the Amendment is hereby amended and restated
      in its entirety, effective as of August 21, 2007, as follows:

     

    "Fee

     

    Grant
      of Stock and Options. In lieu of a cash
      fee, immediately upon signing this contract or as soon thereafter as is
      practicable, Mustang will receive 17,500 shares ("Shares") of SulphCo common
      stock and options ("Options") to acquire 52,500 shares ("Option Shares") of
      SulphCo's common stock at $3.50 per share. The Options shall vest immediately
      and shall remain exercisable until April 1, 2010. Based on the present scope
      of
      work, the Shares and Options will be the total fee payable to Mustang for the
      Fujairah project.

     

    Registration
      of Shares and Option Shares.
      Mustang acknowledges that the Shares, the Options and the Option Shares have
      not
      been registered under the U.S. Securities Act of 1933, as amended (the
      "Securities Act"), and, therefore, may not be sold or transferred unless these
      securities are registered under the Securities Act or an exemption from
      registration is available. Accordingly, SulphCo agrees, at SulphCo's expense,
      to
      include the Shares and the Option Shares in its next registration statement,
      expected to be filed by SulphCo with the SEC no later than September 30, 2007,
      and to use its best efforts to cause the registration statement to become
      effective and to remain effective until no longer required under the Securities
      Act. Mustang will provide to SulphCo such information as is required under
      the
      Securities Act to file and maintain the registration for Mustang's
      shares."

     

     

    Corporate
      Headquarters:  4333 W. Sam Houston Pkwy
      N., Suite 190

    Houston,
      TX USA 77043

    Tel:
      +1 (713) 896-9100    Fax: +1 (713)
      896-8803

    www.SulphCo.com

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Mustang
      International, L.P.

    August
      21, 2007

    Page
      2

     

     

     

    Except
      as amended by this letter, the Master Services
      Agreement and Work Release will remain in full force and effect in accordance
      with their terms.

     

    If
      the foregoing reflects our agreement, please sign
      a copy of this letter where indicated below and return in to me, whereupon
      it
      will become a binding amendment in accordance with its terms.

     

     

    Sincerely,

     

    /s/
      Larry D. Ryan

     

    Larry
      D. Ryan

    Chief
      Executive Officer

     

     

    ACCEPTED
      and AGREED:

     

    MUSTANG
      INTERNATIONAL, L.P.

     

    By: 
/s/
      Meg Lassarat

           
Meg
      Lassarat

           
Chief
      Financial Officer

     

     

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