TERMINATION AGREEMENT

TERMINATION AGREEMENT

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

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effective as of March 10, 2005, by and between INTREPID TECHNOLOGY & RESOURCES,

INC., an Idaho corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a

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Delaware limited partnership (the "Buyer").

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Recitals:

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WHEREAS, the Company and the Buyer entered into a Securities Purchase

Agreement (the "Securities Purchase Agreement"); a Convertible Debenture issued

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to Buyer, in the amount of Four Hundred Fifty Thousand Dollars ($450,000) (the

"First Debenture"); a Convertible Debenture issued to the Buyer in the amount of

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Three Hundred Thousand Dollars ($300,000) (the "Second Debenture")

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(collectively, the "Convertible Debentures"); a Security Agreement (the

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"Security Agreement"); an Escrow Agreement (the "Escrow Agreement"); Irrevocable