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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

January 4, 2008

INTREPID TECHNOLOGY & RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)


Idaho	00-27845	84-1304106
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


501 West Broadway, Suite 200, Idaho Falls, Idaho	83402
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:	(208) 529-5337

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

MI-174620 v1 0437150-0201

Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2007, Intrepid Technology & Resources, Inc., an Idaho corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA Global Investments, LP (f/k/a Cornell Capital Partners, LP and hereinafter, “YA Global”) pursuant to which YA Global agreed to purchase $3,500,000 principal amount of the Company’s nine percent (9%) secured convertible debentures, of which $2,500,000 was purchased on March 23, 2007 and $1,000,000 of which was purchased on May 21, 2007. In connection with the Purchase Agreement, the Company issued to YA Global warrants to purchase 15,000,000 shares at an exercise price equal to $0.055 per share. On January 2, 2008, the Company and YA Global entered into a Letter Agreement pursuant to which the Company agreed to reduce the exercise price of such warrants to $0.01 per share in exchan ge for YA Global exercising such 15,000,000 warrants at an aggregate exercise price of $150,000 on or about the date of the Letter Agreement. Pursuant to the Letter Agreement, the adjustment to the exercise price of the warrants shall not cause a ratchet or repricing of any other outstanding convertible securities, options or warrants of the Company. A copy of the Letter Agreement is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibit No. Description:


Exhibit	Description	Location
Exhibit 10.1	Letter Agreement dated January 2, 2008, by and between Intrepid Technology & Resources, Inc. and YA Global Investments, LP	Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 4, 2008	INTREPID TECHNOLOGY & RESOURCES, INC.


	By: /s/ Jacob D. Dustin_________________
	Name: Jacob D. Dustin
	Title: President, COO

EXHIBIT 10.1

YA GLOBAL INVESTMENTS, L.P.

101 Hudson Street, Suite 3700

Jersey City, NJ 07302

January 2, 2008

Intrepid Technology & Resources, Inc.

501 West Broadway, Suite 200

Idaho Falls, Idaho 83402

Attention:

Dr. Jacob D. Dustin

Facsimile:

(208) 529-1014

Dear Mr. Dustin:

This Letter Agreement is by and between Intrepid Technology & Resources, Inc., an Idaho corporation (“Intrepid” or the “Company”) Corporation, and YA Global Investments, L.P., a Cayman Islands exempt limited partnership (“YA Global”).

WHEREAS, YA Global is the holder of the following warrants to purchase shares of common stock (“Common Stock”) of Intrepid: Warrant No. IESV-02-1 to purchase 15,000,000 shares of Common Stock at an exercise price of $0.055 per share (referred to herein as the “Warrants”);

WHEREAS, as of the date hereof, YA Global is entitled to exercise the Warrants to purchase an aggregate of up to 15,000,000 shares of Common Stock on either a cash, or a cashless basis (as set forth in the Warrants) until the expiration date of the Warrants.

WHEREAS, in order to induce YA Global to exercise the Warrants into restricted shares of Common Stock on the date hereof and on a cash basis, Intrepid desires to, among other things, agree to reduce the exercise price of the Warrants to $0.01 per share.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Letter Agreement, Intrepid and YA Global hereby agree as follows:

Warrant Exercise Price. As of the date hereof, Section 1(b)(xiv) of the Warrants shall be amended to read as follows: “’Warrant Exercise Price’ shall be $0.01 per share or as subsequently adjusted as provided in Section 8 hereof.” The Company represents that it has taken all necessary corporate action, whether through its Board of Directors or otherwise, to approve this amendment to the exercise price of the Warrants.

Registration Statement or Prospectus Amendment/Supplement Within two (2) days of the date hereof, the Company shall file with the U.S. Securities and Exchange Commission all necessary amendments and/or supplements to the registration statement underlying the Warrant Shares (as that term is defined in the Registration Rights Agreement between the parties hereto dated March 23, 2007 “the Registration Rights Agreement”) such that all of the shares obtained pursuant to the exercise of the warrant contemplated hereunder are eligible for resale under an effective registration statement. The terms of the Registration Rights Agreement shall be fully applicable to the shares obtained by YA Global pursuant to this agreement as Warrant Shares (as that term is defined in the Registration Rights Agreement).

The Company represents that the adjustment to the exercise price of the Warrants will not cause a ratchet or repricing of any other outstanding convertible securities, options, or warrants of the Company.

Warrant Exercise. In consideration of the agreements of the parties as set forth herein, and subject to the provisions in the Warrants limiting YA Global’s holdings of common stock of the Company to 4.99% (which shall not be waived or modified in any way by this agreement), YA Global shall exercise the Warrants as to all 15,000,000 shares (the “Warrant Shares”) obtainable thereunder at the new exercise price of $0.01 per share by delivering to Intrepid the exercise notices attached hereto as Exhibit A and the aggregate exercise price of $150,000 by wire transfer of immediately available funds to the wire instructions attached hereto as Exhibit B. Intrepid acknowledges that Exhibit A represents a valid Exercise Notice (as that term is defined in the Warrants) as to all 15,000,000 shares and that such Exercise Notice obligates the Company to make delivery of the Warrant Sh ares in accordance with the terms of the Warrants, as amended herein.

The Company represents that, since the issuance of the Warrants, there have been no events that, pursuant to the terms of the Warrants, would have triggered an adjustment to the Warrant Exercise Price (as that term is defined in the Warrants). The Company further acknowledges that the terms of the Warrants obligate the Company to provide written notice to YA Global of any event that may cause an adjustment to the Warrant Exercise Price or number of shares underlying the Warrants.

[Signatures appear on the next page]

IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed as of the date first written above.


	Intrepid Technology & Resources, Inc.

	By: /s/ Jacob D. Dustin
	Name: Jacob D. Dustin
	Title: President, Chief Operating Officer



	YA Global Investments, L.P.

	By: Yorkville Advisors, LLC
	Its: Investment Manager


	By: /s/ Mark Angelo_____________
	Name: Mark Angelo
	Its: Portfolio Manager

EXHIBIT A

WARRANT EXERCISE NOTICES

EXERCISE NOTICE

TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

INTREPID TECHNOLOGY & RESOURCES, INC.

The undersigned holder hereby exercises the right to purchase Fifteen Million (15,000,000) of the shares of Common Stock (“Warrant Shares”) of Intrepid Technology & Resources, Inc. (the “Company”), evidenced by the attached Warrant No. IESV-02-1 (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

1. X

Cash Exercise

(a) Payment of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $150,000 (One Hundred Fifty Thousand Dollars) to the Company in accordance with the terms of the Warrant.

(b) Delivery of Warrant Shares. The Company shall deliver to the holder Fifteen Million (15,000,000) Warrant Shares in accordance with the terms of the Warrant.

2. ___

Cashless Exercise

(a) Payment of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, the holder elects to receive upon such exercise the Net Number of shares of Common Stock determined in accordance with the terms of the Warrant.

(b) Delivery of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.

Date:

YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.)

By:

Yorkville Advisors, LLC

Its:

Investment Manager

By:

Matt Beckman

Its:

Managing Member

EXHIBIT B

WIRE INSTRUCTIONS