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 &
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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
