TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
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effective as of March 10, 2005, by and between INTREPID TECHNOLOGY & RESOURCES,
INC., an Idaho corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
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Delaware limited partnership (the "Buyer").
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Recitals:
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WHEREAS, the Company and the Buyer entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"); a Convertible Debenture issued
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to Buyer, in the amount of Four Hundred Fifty Thousand Dollars ($450,000) (the
"First Debenture"); a Convertible Debenture issued to the Buyer in the amount of
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Three Hundred Thousand Dollars ($300,000) (the "Second Debenture")
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(collectively, the "Convertible Debentures"); a Security Agreement (the
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"Security Agreement"); an Escrow Agreement (the "Escrow Agreement"); Irrevocable
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Transfer Agent Instructions (the "Irrevocable Transfer Agent Instructions"); all
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of which are dated October 13, 2004 (collectively, the Securities Purchase
Agreement, Convertible Debentures issued thereto, the Security Agreement, the
Escrow Agreement and the Irrevocable Transfer Agent Instructions 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. The Transaction Documents are hereby terminated, as are
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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 Xx. Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By:____________________________
Name Xxxx Xxxxxx
Title: Managing Member
