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 &
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RESOURCES, INC., a Idaho corporation (the "Company"), and CORNELL CAPITAL
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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
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Agent Instruction"), security agreement dated October 13, 2004 (the "Security
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Agreement") and an escrow agreement dated as of October 13, 2004 (the "Escrow
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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
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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:
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Name: Xx. Xxxxxx X. Xxxxxx
Title: President & CEO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
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