AMENDMENT NO. 1
TO GUARANTY
This AMENDMENT NO. 1 TO GUARANTY (this “
Amendment ”), is made effective as of June 17,
2008 (the “ Effective Date ” ), by and
between the undersigned subsidiaries of the Intrepid Technology
and Resources, Inc. , (the “ Company
”) (each a “ Guarantor ” and
collectively, the “ Guarantors ”), and
YA Global Investments, L.P. (the “ Secured
Party ”) with reference to the following
recitals:
A.
Secured Party and the Guarantors entered into that
certain Guaranty, dated March 28, 2008 (the “ Master
Agreement ”).
B.
Contemporaneously with the execution of this
Amendment, the Secured Party and the Company are entering into a
Securities Purchase Agreement (the “ SPA
”) pursuant to which the Company shall issue and sell to the
Secured Party additional secured debentures (the “
Additional Debentures ”).
C.
To induce the Secured Party to execute and deliver
the SPA and purchase the Additional Debentures, the Guarantors have
agreed to amend the Master Agreement to provide certain amendments
to the Master Agreement to specifically include the Additional
Debentures as part of the “Obligations” as defined in
the Master Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, Secured Party and the Company agree
as follows:
1.
Convertible Debentures . The
Definition of the term “Convertible Debentures” as
used in the Master Agreement shall hereinafter include the
Additional Debentures.
2.
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