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., a Delaware 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, 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");
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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:
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Name Xx. Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By:
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Name Xxxx Xxxxxx
Title: Managing Member
SOLELY WITH RESPECT TO THE PLACEMENT
AGENT AGREEMENT:
NEWBRIDGE SECURITIES CORPORATION
By:
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Name Xxx Xxxxx
Title: President
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