TERMINATION AGREEMENT
                              ---------------------

     THIS  TERMINATION  AGREEMENT  (the  "Agreement")  is  made and entered into
                                          ---------
effective  as  of  January    ,  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  October  13, 2004, 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.

     2.   Payment  of  Fees.  Notwithstanding the termination of the Transaction
          -----------------
          Documents, the Company shall pay to the Investor the Investor's Shares
          as  the  commitment  fee  as  outlined  in  Section 12.4(b)(ii) of the
          Standby Equity Distribution Agreement and the compensation outlined in
          Section  2A  of the Placement Agent Agreement. The parties acknowledge
          that  such  shares have previously been issued to the Investor and the
          Placement  Agent.

                     [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: CFO


                                        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