TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into --------- effective as of March 10 , 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 January 28, 2005, 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 is hereby acknowledged, the parties hereto agree as follows: 1. Termination. The Transaction Documents are hereby terminated, as are ----------- 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 Transaction Documents. [SIGNATURE BLOCK ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have signed and delivered this Termination Agreement on the date first set forth above. INTREPID TECHNOLOGY & RESOURCES, INC. By: ------------------------------------- Name Dr. Dennis D. Keiser Title: Chief Executive Officer CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: ------------------------------- Name Mark Angelo Title: Managing Member SOLELY WITH RESPECT TO THE PLACEMENT AGENT AGREEMENT: NEWBRIDGE SECURITIES CORPORATION By: ------------------------------------- Name Guy Amico Title: President 2