TERMINATION AGREEMENT

TERMINATION AGREEMENT

---------------------

THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

---------

effective as of January , 2005, by and between INTREPID TECHNOLOGY &

--

RESOURCES, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL

-------

PARTNERS, LP, a Delaware limited partnership (the "Investor").

--------

Recitals:

--------

WHEREAS, on October 13, 2004, the Company and Investor entered into that

certain Standby Equity Distribution Agreement, as well as the related

Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of

even date therewith (together with the Standby Equity Distribution Agreement,

the "Transaction Documents");

----------------------

NOW, THEREFORE, in consideration of the promises and the mutual promises,

conditions and covenants contained herein and in the Transaction Documents and

other good and valuable consideration, receipt of which