ASSIGNMENT AND CONSENT

EXHIBIT 99.8

ASSIGNMENT AND CONSENT

This is made this 12^th day of February, 2008 among the undersigned.

WHEREAS, Dr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively “Gunnerman”) on the one hand and ▇▇▇▇▇ Capital LP and Iroquois Master Fund Ltd. (“▇▇▇▇▇” and “Iroquois”, respectively) on the other hand, entered into as of February 12, 2008, a Stock Purchase Agreement, Stock Option Agreement, Lockup Agreement, Purchase Escrow Agreement, and Stock Option Funds Escrow Agreement (collectively, “Transaction Documents”) in connection with the sale and purchase and option to purchase common stock of Sulphco, Inc. (“Common Stock”); and

WHEREAS, Gunnerman, ▇▇▇▇▇ and Iroquois agree to realign and assign the interests of ▇▇▇▇▇ and Iroquois in the Transaction Documents.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:

1. The interests and Proportionate Amounts of ▇▇▇▇▇ and Iroquois are assigned and realigned in the amounts set forth on Schedule A hereto.

2. The undersigned assignees agree that their signatures below are deemed to be their signatures and consent to their being parties to the Transaction Documents and entitled to the rights and benefits and bound by the obligations under the Transaction Documents in the amounts and interests set forth on Schedule A hereto, as if the undersigned assignees had executed such Transaction Documents.

3. Gunnerman consents to the assignment and realignment described in this .

4. This may be signed by facsimile and delivered electronically.

IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.


/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇				/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇				▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Signature of Authorized Signatory of Buyer: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name of Authorized Signatory: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title of Authorized Signatory:

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Grushko & ▇▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 3.33%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name of Authorized Signatory: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title of Authorized Signatory:

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 2%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name of Authorized Signatory: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title of Authorized Signatory:

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 2%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇▇ ▇▇▇▇ Irrevocable Trust

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇▇▇ ▇▇▇▇, Trustee

Name of Authorized Signatory: /s/ ▇▇▇▇▇▇ ▇▇▇▇, Trustee

Title of Authorized Signatory: Trustee

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 11.33%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇ ▇▇▇▇▇

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇ ▇▇▇▇▇

Name of Authorized Signatory: /s/ ▇▇▇▇ ▇▇▇▇▇

Title of Authorized Signatory:

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 11.33%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: Iroquois Capital Opportunity Fund L.P.

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇ ▇▇▇▇▇

Name of Authorized Signatory: ▇▇▇▇ ▇▇▇▇▇

Title of Authorized Signatory: General Partner

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 26.67%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: Iroquois Master Fund Ltd.

Signature of Authorized Signatory of Buyer: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name of Authorized Signatory: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title of Authorized Signatory: Authorized Signatory

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 13.34%

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IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.

Name of Assignee: ▇▇▇▇▇ Capital LP

Signature of Authorized Signatory of Assignee: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name of Authorized Signatory: ▇▇▇▇▇▇ ▇▇▇▇▇

Title of Authorized Signatory: General Partner

Fax Number of Assignee:

Address for Notice to Assignee:

With a copy to (which shall not constitute notice):

Address for Delivery of Securities for Assignee (if not same as above):

Proportionate Amount: 30%

ASSIGNMENT AND CONSENT

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