AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT

EXHIBIT 99.4

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT

     This Amendment No. 1 made as of November 27, 2007 relates to the Stock Option Agreement entered into as of April 24, 2007, by and among Optionees identified on the signature pages hereto and Xxxxxx and Xxxxx Xxxxxxxxx as Stockholders; and to a certain Lockup Agreement dated as of April 24, 2007 entered into by Xxxxxx and Xxxxx Xxxxxxxxx as Holders for the benefit of Optionees.

     For mutual good and valuable consideration and the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:

     1. Notwithstanding the restrictions on transfer contained in the Lockup Agreement, the Stockholders may transfer an amount equal to up to 1% of the outstanding Common Stock of Sulphco, Inc., each three months pursuant to a 10b5-l retirement plan administered by Xxxxxxxxxxx & Company.

     2. The right to exercise the Option (as defined in the Stock Option Agreement) is extended through February 29, 2008, or such later date pursuant to Section 2 of the Stock Option Agreement.

     3. Capitalized terms employed herein shall have the meanings given to them in the Stock Option Agreement and Lockup Agreement.

     4. Except as modified herein, all of the terms of the Stock Option Agreement and Lockup Agreement remain in full force and effect.

     5. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Option Agreement and Lockup Agreement apply to this Amendment No. 1.

     6. This Amendment No. 1 shall be effective upon the approval of Optionees holding not less than 50.1% of the principal amount of $5,000,000 presently outstanding on the Note assigned by Ruldolf and Xxxxx Xxxxxxxxx to Optionees as of April 27, 2007 pursuant an Assignment of Promissory Note Agreement dated as of April 24, 2007.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the first date above written.

/s/ XXXXXX XXXXXXXXX		/s/ XXXXX XXXXXXXXX
XXXXXX XXXXXXXXX Nov 28–07		XXXXX XXXXXXXXX 11/28/07

[OPTIONEE SIGNATURE PAGES TO FOLLOW]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO STOCK
OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxx Capital LLC

Signature of Authorized Signatory of Optionee: /s/ Xxxxxx Xxxxx

Name of Authorized Signatory: XXXXXX XXXXX

Title of Authorized Signatory: GENERAL PARTNER

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 23.20%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxxxx Xxxxxxx, successor Mayflower Oak LLC
Signature of Authorized Signatory of Optionee:					/s/ Xxxxxxx Xxxxxxx
Name of Authorized Signatory:
Title of Authorized Signatory:
Fax Number of Optionee:
Address of Optionee:

Proportionate Amount of Note: 3.66%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: South Ferry #2, LP, successer Mayflower Oak LLC

Signature of Authorized Signatory of Optionee: /s/ Xxxxxx Xxxxxxx

Name of Authorized Signatory: Xxxxxx Xxxxxxx

Title of Authorized Signatory: Portfolio Manager

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 2.75%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxxx Xxxxxxx, successor Mayflower Oak LLC

Signature of Authorized Signatory of Optionee: /s/ Xxxxxx Xxxxxxx                                        

Name of Authorized Signatory:                                                                                    

Title of Authorized Signatory:                                                                             

Fax Number of Optionee:

Address of Optionee:

Proportionate Amount of Note: 6.40%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxx Xxxxxxx, successor Mayflower Oak LLC

Signature of Authorized Signatory of Optionee: /s/ Xxxxx Xxxxxxx  

Name of Authorized Signatory:

Title of Authorized Signatory:

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 10.97%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO, 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxx Leriston, successor Mayflower Oak LLC

Signature of Authorized Signatory of Optionee:		/s/ Xxx Leriston
Name of Authorized Signatory:
Title of Authorized Signatory:

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 2.74%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Optionee:		/s/ Xxxxxx Xxxxxxxxx

Name of Authorized Signatory:      Xxxxxx Xxxxxxxxx

Title of Authorized Signatory:      Authorized Signator

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 16.57%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxx Xxxxx

Signature of Authorized Signatory of Optionee:    /s/ Xxxx Xxxxx

Name of Authorized Signatory:    Xxxx Xxxxx

Title of Authorized Signatory:    

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 8.73%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxx Xxxxx Xxxxx Foundation Inc.
Signature of Authorized Signatory of Optionee:		/s/ Xxxxxxx Xxxxx
Name of Authorized Signatory: Xxxxxxx Xxxxx
Title of Authorized Signatory: President
Fax Number of Optionee:
Address of Optionee:

Proportionate Amount of Note: 1.77%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxx Xxxx Irrevocable Trust

Signature of Authorized Signatory of Optionee:		/s/ Xxxxxx Xxxx Trustee
Name of Authorized Signatory: Xxxxxx Xxxx
Title of Authorized Signatory: Trustee
Fax Number of Optionee:

Address of Optionee:

Proportionate Amount of Note: 10.49%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxxxx Xxxxxxx

Signature of Authorized Signatory of Optionee :		/s/ Xxxxxxx Xxxxxxx
Name of Authorized Signatory: Xxxxxxx Xxxxxxx
Title of Authorized Signatory:

Fax Number of Optionee:  

Address of Optionee:

Proportionate Amount of Note: 7.18%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO STOCK AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxxx Xxxxxxxxx

Signature of Authorized Signatory of Optionee: /s/ Xxxxxx Xxxxxxxxx  

Name of Authorized Signatory: Xxxxxx Xxxxxxxxx

Title of Authorized Signatory:                          

Fax Number of Optionee:

Address of Optionee:

Proportionate Amount of Note: 1.11%

[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]

Name of Optionee: Xxxxxx Xxxxxxxxx
Signature of Authorized Signatory of Optionee:		/s/ Xxxxxx Xxxxxxxxx
Name of Authorized Signatory: Xxxxxx Xxxxxxxxx
Title of Authorized Signatory:
Fax Number of Optionee:
Address of Optionee:
Proportionate Amount of Note: 1.11%