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TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered
into
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effective as of January , 2005, by and between INTREPID
TECHNOLOGY &
--
RESOURCES, INC., a Idaho corporation (the "Company"), and
CORNELL CAPITAL
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PARTNERS, LP, a Delaware limited partnership (the
"Investor").
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Recitals:
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WHEREAS, the Company and the Investor entered into a securities
purchase
agreement dated as of October 13, 2004 (the "Securities Purchase
Agreement"); an
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investor's registration rights agreement dated as of October 13,
2004 (the
"Registration Rights Agreement"), secured convertible debentures
dated October
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13, 2004 and December 28, 2004 (the "Convertible Debentures"),
an irrevocable
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transfer agent instruction dated October 13, 2004 (the
"Irrevocable Transfer
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Agent Instruction"), security agreement dated October 13, 2004
(the "Security
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Agreement") and an escrow agreement dated as of October 13, 2004
(the "E
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