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
                                                 -------
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
                                                            --------------------
Agent  Instruction"),  security  agreement dated October 13, 2004 (the "Security
- ------------------                                                      --------
Agreement")  and  an  escrow agreement dated as of October 13, 2004 (the "Escrow
- ---------                                                                 ------
Agreement").  (Collectively, the Securities Purchase Agreement, the Registration
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Rights  Agreement,  the  Convertible  Debentures, the Irrevocable Transfer Agent
Instruction,  the Security Agreement and the Escrow Agreement are referred to as
the  "Transaction  Documents."
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     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 is hereby acknowledged,
the  parties  hereto  agree  as  follows:

     1.   Termination.  Each  of  the parties to this Agreement hereby terminate
          -----------
          the  Registration  Rights  Agreement  and  the  respective  rights and
          obligations  contained therein. As a result of this provision, none of
          the parties shall have any rights or obligations under or with respect
          to  the  Registration  Rights  Agreement.

     2.   Any  reference to the Registration Rights Agreement in the Transaction
          Documents  shall  be  deleted  in  its  entirety.

     3.   Except  as  provided  hereinabove,  all  of  the  terms and conditions
          contained  in  the Transaction Documents shall remain unchanged and in
          full  force  and  effect.

     IN  WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement  on  the  date  first  set  forth  above.

                     [SIGNATURE BLOCK ON THE FOLLOWING PAGE]



                                        INTREPID TECHNOLOGY & RESOURCES, INC.

                                        By:
                                           -------------------------------------
                                        Name:   Dr. Dennis D. Keiser
                                        Title:  President & CEO

                                        CORNELL CAPITAL PARTNERS, LP

                                        By:  Yorkville Advisors, LLC
                                        Its: General Partner

                                        By:
                                           -------------------------------------
                                        Name:   Mark A. Angelo
                                        Title:  Portfolio Manager


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