Memorandum of Association of Fujairah Oil Technology Limited Liability Company between Trans Gulf Petroleum Co. and SulphCo Inc.

To implement the SulphCo technology that reduces sulfur and upgrades crude and refined oils through a patented ultrasonic process,

To Purchase the Heavy or the medium crude oil and to sell the processed oil

Marketing oil & oil products

To import machinery, computer and the ultra sound equipment related to its activities.

To produce machinery, computer and the ultra sound equipment related to its activities.

Each share in the share capital of the company entitles the holder thereof to equivalent share in the profits of the company and the ownership of its assets. The Partners are not liable for the debts and obligations of the company except to the value of their respective shares in the company.

All shares shall be ordinary shares having equal rights and obligations and shall be subject to the provisions of this Memorandum of Association.

The rights and obligations relating to each share shall continue to be attached to such share in the hands of any person who owns it. The ownership of the share shall result in accepting the provisions of this Article of Incorporation and the resolutions of the General Meeting.

Any Partner may transfer his shares in the Company to one of the Partners or to a Third Party under an official instrument.

If any Partner intends to transfer his share to a Person other than a Partner whether against any consideration or not, the said Partner shall inform the remaining Partners about the transfer conditions through the Board of director who shall inform the Partners immediately after receiving the notice. Any Partner may claim to redeem the share for the price which may be agreed upon, and in case of disagreement the price shall be estimated by the Company’s auditor on the redemption date. If no Party used the redemption right after thirty (30) days of the date of the notice, the Partner shall be at liberty to dispose of his share, as he may deem fit.

If more than one Partner used the right of redemption, the offered share or shares shall be distributed between them in proportion to their respective shares in the capital.

No transfer shall be binding on the Company or others save as from the date of entering the transfer in the Partners’ Register and in the Commercial Register. The Company may not refuse to enter the transfer unless it violates the provisions of this Memorandum of Association.

The Company shall maintain a register of the Partners which shall contain their names, places of residence, addresses, nationalities, professions, number and value of shares held by each Partner and the transaction taking place on such shares together with the dates of such transactions.

The assignment or transfer of shares with the date and signature of assignee in case of depositions of shares among living persons and the signature of the Board of director and the person on whom the shares have devolved in case of transfer by death. The Company or third parties shall not be affected by such assignment or transfer except from the date of its entry in the Register of Partners and the Commercial Register.

Appoint, dismiss, and replace director/s, staff, workers and employees of the company and determine their salaries, wages and remuneration and to allocate their duties and powers.

Deal with bank, open, manage, operate and close any and all of the bank accounts of the company in the United Arab Emirate or elsewhere with the right to execute all banking documents, deposit or withdraw money and sign all statements, accounts, bills, Cheques, notes and other similar instruments

Purchase, lease or otherwise acquire moveable or immovable property and/or sell, exchange, lease or otherwise dispose any of the said properties belonging to or held by the company.

Appoint and remove lawyers, accountants, financial experts and other professional consultants.

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Represent the company before the Government, the Municipal Authorities, Department of Economics & industry, various Ministries, Customs and immigration departments and Authorities, the labor department, the Rulers office, the Chamber of Commerce & Industry, the Courts and any other Governmental or Semi-Governmental authorities or departments in the United Arab Emirate and abroad and before all companies and individuals for all purposes whatsoever.

The Company’s Board of director shall prepare the Company’s Balance Sheet and profit and loss account. It shall also prepare the Annual Report of the Company’s activities, its financial position and the proposal for the distribution of profits. All the above should be completed within three (3) months from the end of the Company’s Financial year.

The Balance Sheet and the Profit and Loss Account shall be submitted to the Annual General Meeting for approval.

The General Meeting of the Company shall consist of all the Partners and shall be convened in the Emirate of Fujairah by the Board of director of the Company at least once in every year not later than the four (4) months after the end of the financial year. The Board of director shall convene the General Meeting if so required by a number of partners holding not less than one quarter (1/4) of the Capital.

General Meeting require not less than twenty one (21) days notice to be sent to every Partner accompanied by the agenda, time and place of the meeting.

Every Partner shall have the right to attend the General meeting regardless of the number of shares held by him. He may authorize another Partner to represent him in the meeting. Every Partner shall be entitled to a number of votes equal to the shares held or represented by him.

The Agenda of the General Meeting shall include the following matters:

Listen to the Board of director’s report on the Company’s activity and its financial position during the year, as well as the auditor’s report.

Discuss and approve the Balance Sheet and Profit and Loss Account.

Determine the dividends to be distributed among the Partners.

Appoint and determine the remuneration of the Board of director.

Other related matters under the provisions of law or this Memorandum of Association.

The quorum of partners before a General Meeting proceeds to business shall be the Partners in person or by a proxy given to another partner who is not a Board of director, provided that the partners holding not less than seventy five per centum (75%) of the Share Capital of the Company are present either in person or by proxy given to another partner who is not a Board of director. The resolution of the General Meeting of the Company shall only be valid if adopted by at least seventy five per centum (75%) of the votes representing the share capital of the Company.

Minutes shall be prepared for the discussion of the General Meeting. All minutes, decisions of the General Meeting shall be maintained in a Special Register to be signed by the attending members, and kept in the Company’s office. Any Partner shall have the right, personally or through a proxy, to inspect this register and also to inspect the Balance Sheet, Profit and Loss Account and Annual Report.

Ten percent (10%) of the net profits shall be set aside towards a legal reserve fund. The General meeting may decide to suspend this allocation if the reserve fund becomes equal to one half (1/2) of the Company’s capital. The General Meeting may also allocate any other reserves.

The net profits and losses shall be distributed between the Partners in proportion to their share in the Capital.

In case of loss in any particular year it may be carried forward and adjusted in the coming years.

Any such matter shall be referred to a single arbitrator.

The arbitrator shall be such person as may be agreed between the partners or failing such agreement shall be nominated on the joint applications of the partners (or if either of them shall neglect forthwith to concur in such application then on the sole application or either of them) by the president or the chairman of the Fujairah Chamber of Commerce and Industry or his appointed deputy or by any person authorized by the president or chairman to make appointments on his behalf.

The language to be used in arbitral proceedings shall be English and Arabic.

The decision of such arbitrator shall be final and binding on the partners and his costs shall form part of his award.

Upon the expiry of the Company’s specified period unless the Partners agreed to renew it.

By achieving the objects it was established for.

If the Company merged with another company.

If the Partners agreed to terminate the Company.

If the losses of the Company reached half of its Capital provided that a decision shall be issued by the General Meeting and by the unanimous votes of the Partners.

The Company shall not be dissolved if one of the Partners is deceased or loses his legal capacity. In these events, the heirs of the deceased partner and/or his legal representative shall succeed to his shares without prejudice to the indivisibility of shares.