EXHIBIT 10.7

                               SECURITY AGREEMENT
                               ------------------

     THIS  SECURITY  AGREEMENT  (the  "Agreement"),  is  entered  into  and made
                                       ---------
effective  as  of  October  13,  2004,  by  and  between  INTREPID  TECHNOLOGY &
RESOURCES,  INC.,  an Idaho corporation (the "Company"), and the BUYER(S) listed
                                              -------
on  Schedule  I  attached  to  the  Securities Purchase Agreement dated the date
hereof  (the  "Secured  Party").
               --------------

     WHEREAS, the Company shall issue and sell to the Secured Party, as provided
in  the  Securities  Purchase  Agreement  dated the date hereof, and the Secured
Party  shall  purchase  up to Seven Hundred Fifty Thousand Dollars ($750,000) of
five percent (5%) secured convertible debentures (the "Convertible Debentures"),
                                                       ----------------------
which  shall be convertible into shares of the Company's common stock, par value
$0.005 (the "Common Stock") (as converted, the "Conversion Shares"), for a total
             ------------                       -----------------
purchase  price of up to Seven Hundred Fifty Thousand Dollars ($750,000), in the
respective  amounts set forth opposite each Buyer(s) name on Schedule I attached
to  the  Securities  Purchase  Agreement;

     WHEREAS,  to  induce  the  Secured  Party  to  enter  into  the transaction
contemplated  by  the  Securities  Purchase  Agreement,  the Secured Convertible
Debenture,  the Investor Registration Rights Agreement, the Irrevocable Transfer
Agent  Instructions,  and  the Escrow Agreement (collectively referred to as the
"Transaction  Documents"),  the  Company  hereby  grants  to the Secured Party a
 ----------------------
security  interest  in  and  to  the  pledged property identified on Exhibit "A"
                                                                     -----------
hereto  (collectively  referred  to  as  the  "Pledged  Property")  until  the
                                               -----------------
satisfaction  of  the  Obligations,  as  defined  herein  below.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  and  for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

     Section  1.1.     Recitals.
                       --------

     The  above  recitals  are  true and correct and are incorporated herein, in
their  entirety,  by  this  reference.

     Section  1.2.     Interpretations.
                       ---------------

     Nothing  herein  expressed  or implied is intended or shall be construed to
confer  upon  any person other than the Secured Party any right, remedy or claim
under  or  by  reason  hereof.


<PAGE>
     Section  1.3.     Obligations  Secured.
                       --------------------

     The  obligations  secured hereby are any and all obligations of the Company
now  existing  or  hereinafter  incurred  to  the Secured Party, whether oral or
written  and  whether  arising  before,  on  or after the date hereof including,
without  limitation, those obligations of the Company to the Secured Party under
the  Securities  Purchase  Agreement,  the  Secured  Convertible  Debenture, the
Investor  Registration  Rights  Agreement  and  Irrevocable  Transfer  Agent
Instructions,  and  any other amounts now or hereafter owed to the Secured Party
by  the  Company  thereunder  or  hereunder  (collectively,  the "Obligations").
                                                                  -----------

                                   ARTICLE 2.

                PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL
                ------------------------------------------------
                      AND TERMINATION OF SECURITY INTEREST
                      ------------------------------------

     Section  2.1.     Pledged  Property.
                       -----------------

          (a)     Company  hereby  pledges  to the Secured Party, and creates in
the  Secured  Party for its benefit, a security interest for such time until the
Obligations  are  paid  in full, in and to all of the property of the Company as
set forth in Exhibit "A" attached hereto (collectively, the "Pledged Property"):
             -----------                                     ----------------

     The  Pledged Property, as set forth in Exhibit "A" attached hereto, and the
                                            -----------
products thereof and the proceeds of all such items are hereinafter collectively
referred  to  as  the  "Pledged  Collateral."
                        -------------------

          (b)     Simultaneously  with  the  execution  and  delivery  of  this
Agreement,  the  Company  shall  make,  execute,  acknowledge,  file, record and
deliver  to  the Secured Party any documents reasonably requested by the Secured
Party  to perfect its security interest in the Pledged Property.  Simultaneously
with  the  execution  and  delivery  of  this Agreement, the Company shall make,
execute,  acknowledge  and  deliver  to  the  Secured  Party  such documents and
instruments,  including, without limitation, financing statements, certificates,
affidavits  and  forms  as  may,  in the Secured Party's reasonable judgment, be
necessary  to  effectuate, complete or perfect, or to continue and preserve, the
security  interest of the Secured Party in the Pledged Property, and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms  and  conditions  contained  herein.

     Section  2.2.     Rights;  Interests;  Etc.
                       -------------------------

          (a)     So  long as no Event of Default (as hereinafter defined) shall
have  occurred  and  be  continuing:

               (i)     the  Company  shall  be  entitled to exercise any and all
rights  pertaining  to  the Pledged Property or any part thereof for any purpose
not  inconsistent  with  the  terms  hereof;  and

               (ii)     the  Company shall be entitled to receive and retain any
and all payments paid or made in respect of the Pledged Property.


                                        2
<PAGE>
          (b)     Upon  the occurrence and during the continuance of an Event of
Default:

               (i)     All rights of the Company to exercise the rights which it
would otherwise be entitled to exercise pursuant to Section 2.2(a)(i) hereof and
to receive payments which it would otherwise be authorized to receive and retain
pursuant  to  Section  2.2(a)(ii) hereof shall be suspended, and all such rights
shall  thereupon become vested in the Secured Party who shall thereupon have the
sole right to exercise such rights and to receive and hold as Pledged Collateral
such  payments;  provided,  however,  that  if  the  Secured  Party shall become
entitled  and  shall  elect  to  exercise  its  right  to realize on the Pledged
Collateral  pursuant  to  Article  5  hereof, then all cash sums received by the
Secured  Party, or held by Company for the benefit of the Secured Party and paid
over  pursuant  to  Section  2.2(b)(ii)  hereof,  shall  be  applied against any
outstanding  Obligations;  and

               (ii)     All  interest,  dividends, income and other payments and
distributions  which  are  received by the Company contrary to the provisions of
Section  2.2(b)(i)  hereof  shall  be  received  in trust for the benefit of the
Secured  Party, shall be segregated from other property of the Company and shall
be  forthwith  paid  over  to  the  Secured  Party;  or

               (iii)     The  Secured  Party  in  its  sole  discretion shall be
authorized  to sell any or all of the Pledged Property at public or private sale
in  order  to recoup all of the outstanding principal plus accrued interest owed
pursuant  to  the  Convertible  Debenture  as  described  herein

          (c)     Each  of the following events shall constitute a default under
this  Agreement  (each  an  "Event  of  Default"):
                             ------------------

               (i)     any  default, whether in whole or in part, shall occur in
the payment to the Secured Party of principal, interest or other item comprising
the  Obligations as and when due or with respect to any other debt or obligation
of  the  Company  to  a  party  other  than  the  Secured  Party;

               (ii)     any default, whether in whole or in part, shall occur in
the  due  observance or performance of any obligations or other covenants, terms
or provisions to be performed under this Agreement or the Transaction Documents;

               (iii)     the  Company  shall:  (1) make a general assignment for
the  benefit  of its creditors; (2) apply for or consent to the appointment of a
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator or similar
official  for  itself  or  any  of  its  assets  and  properties; (3) commence a
voluntary  case  for relief as a debtor under the United States Bankruptcy Code;
(4)  file  with  or otherwise submit to any governmental authority any petition,
answer  or  other document seeking:  (A) reorganization, (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of  debtors, dissolution or liquidation; (5) file or otherwise submit any answer
or  other document admitting or failing to contest the material allegations of a
petition  or  other  document  filed  or  otherwise  submitted against it in any
proceeding  under  any  such applicable law, or (6) be adjudicated a bankrupt or
insolvent  by  a  court  of  competent  jurisdiction;  or


                                        3
<PAGE>
               (iv)     any  case, proceeding or other action shall be commenced
against  the  Company  for  the  purpose  of effecting, or an order, judgment or
decree  shall  be  entered  by any court of competent jurisdiction approving (in
whole  or  in  part)  anything  specified  in Section 2.2(c)(iii) hereof, or any
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator  or  other
official  shall  be appointed with respect to the Company, or shall be appointed
to take or shall otherwise acquire possession or control of all or a substantial
part of the assets and properties of the Company, and any of the foregoing shall
continue unstayed and in effect for any period of thirty (30) days.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE
                          -----------------------------

     Section  3.1.     Secured  Party  Appointed  Attorney-In-Fact.
                       -------------------------------------------

     Upon the occurrence of an Event of Default, the Company hereby appoints the
Secured  Party  as  its  attorney-in-fact,  with full authority in the place and
stead  of  the Company and in the name of the Company or otherwise, from time to
time  in  the  Secured  Party's discretion to take any action and to execute any
instrument  which  the Secured Party may reasonably deem necessary to accomplish
the  purposes  of  this Agreement, including, without limitation, to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for  the  same.  The  Secured  Party  may  demand, collect, receipt for, settle,
compromise,  adjust,  sue  for, foreclose, or realize on the Pledged Property as
and when the Secured Party may determine.  To facilitate collection, the Secured
Party may notify account debtors and obligors on any Pledged Property or Pledged
Collateral  to  make  payments  directly  to  the  Secured  Party.

     Section  3.2.     Secured  Party  May  Perform.
                       ----------------------------

     If the Company fails to perform any agreement contained herein, the Secured
Party,  at  its  option,  may  itself  perform,  or  cause  performance of, such
agreement,  and  the  expenses  of  the  Secured  Party  incurred  in connection
therewith shall be included in the Obligations secured hereby and payable by the
Company  under  Section  8.3.

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     Section  4.1.     Authorization;  Enforceability.
                       ------------------------------

     Each  of  the  parties hereto represents and warrants that it has taken all
action  necessary  to  authorize the execution, delivery and performance of this
Agreement  and  the  transactions  contemplated  hereby;  and upon execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective  party, subject to applicable bankruptcy, insolvency, reorganization,
moratorium  and  similar  laws  affecting creditors' rights or by the principles
governing  the  availability  of  equitable  remedies.


                                        4
<PAGE>
     Section  4.2.     Ownership  of  Pledged  Property.
                       --------------------------------

     The  Company  warrants  and  represents that it is the legal and beneficial
owner of the Pledged Property subject to liens of other parties.

                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                    ----------------------------------------

     Section  5.1.     Default  and  Remedies.
                       ----------------------

          (a)     If an Event of Default described in Section 2.2(c)(i) and (ii)
occurs,  then in each such case the Secured Party may declare the Obligations to
be  due and payable immediately, by a notice in writing to the Company, and upon
any  such declaration, the Obligations shall become immediately due and payable.
If  an  Event of Default described in Sections 2.2(c)(iii) or (iv) occurs and is
continuing  for  the  period  set  forth  therein,  then  the  Obligations shall
automatically  become  immediately  due and payable without declaration or other
act  on  the  part  of  the  Secured  Party.

          (b)     Upon  the occurrence of an Event of Default, the Secured Party
shall:  (i) be entitled to receive all distributions with respect to the Pledged
Collateral,  (ii)  to cause the Pledged Property to be transferred into the name
of  the  Secured Party or its nominee, (iii) to dispose of the Pledged Property,
and (iv) to realize upon any and all rights in the Pledged Property then held by
the  Secured  Party.

     Section  5.2.     Method  of  Realizing  Upon  the  Pledged Property: Other
                       ---------------------------------------------------------
Remedies.
--------

     Upon  the  occurrence of an Event of Default, in addition to any rights and
remedies  available  at  law or in equity, the following provisions shall govern
the  Secured  Party's  right  to  realize  upon  the  Pledged  Property:

          (a)     Any item of the Pledged Property may be sold for cash or other
value in any number of lots at brokers board, public auction or private sale and
may  be  sold  without  demand, advertisement or notice (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and
place  or  of  the  time  after  which  a  private  sale  may be made (the "Sale
                                                                            ----
Notice")),  which  notice  period  shall  in  any  event  is hereby agreed to be
------
commercially  reasonable.  At  any  sale  or  sales of the Pledged Property, the
Company  may  bid for and purchase the whole or any part of the Pledged Property
and,  upon compliance with the terms of such sale, may hold, exploit and dispose
of  the  same  without further accountability to the Secured Party.  The Company
will  execute  and  deliver,  or  cause  to  be  executed  and  delivered,  such
instruments,  documents,  assignments, waivers, certificates, and affidavits and
supply  or  cause  to be supplied such further information and take such further
action as the Secured Party reasonably shall require in connection with any such
sale.

          (b)     Any cash being held by the Secured Party as Pledged Collateral
and  all  cash  proceeds  received  by the Secured Party in respect of, sale of,
collection  from,  or  other  realization  upon  all  or any part of the Pledged
Collateral  shall  be  applied  as  follows:


                                        5
<PAGE>
               (i)     to  the  payment of all amounts due the Secured Party for
the  expenses reimbursable to it hereunder or owed to it pursuant to Section 8.3
hereof;

               (ii)     to  the  payment of the Obligations then due and unpaid.

               (iii)     the  balance, if any, to the person or persons entitled
thereto,  including,  without  limitation,  the  Company.

          (c)     In  addition  to  all  of  the  rights  and remedies which the
Secured  Party may have pursuant to this Agreement, the Secured Party shall have
all  of  the rights and remedies provided by law, including, without limitation,
those  under  the  Uniform  Commercial  Code.

               (i)     If  the  Company  fails  to pay such amounts due upon the
occurrence  of  an  Event of Default which is continuing, then the Secured Party
may  institute  a  judicial proceeding for the collection of the sums so due and
unpaid,  may  prosecute  such  proceeding  to  judgment  or final decree and may
enforce  the same against the Company and collect the monies adjudged or decreed
to  be  payable  in  the  manner provided by law out of the property of Company,
wherever  situated.

               (ii)     The  Company  agrees  that  it  shall  be liable for any
reasonable  fees, expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection  and  preservation  of the Transaction Documents,
including,  without  limitation,  reasonable  legal  fees and expenses, and such
amounts  shall  be  deemed included as Obligations secured hereby and payable as
set  forth  in  Section  8.3  hereof.

     Section  5.3.     Proofs  of  Claim.
                       -----------------

          In  case of the pendency of any receivership, insolvency, liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Company or the property of the Company or of
such  other obligor or its creditors, the Secured Party (irrespective of whether
the  Obligations  shall  then  be  due  and  payable  as therein expressed or by
declaration  or  otherwise  and  irrespective of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to  the rights of Previous Security Holders, shall be entitled and empowered, by
intervention  in  such  proceeding  or  otherwise:

               (i)     to  file  and  prove  a claim for the whole amount of the
Obligations  and  to  file such other papers or documents as may be necessary or
advisable  in order to have the claims of the Secured Party (including any claim
for  the  reasonable legal fees and expenses and other expenses paid or incurred
by  the  Secured  Party  permitted hereunder and of the Secured Party allowed in
such  judicial  proceeding),  and

               (ii)     to  collect  and  receive  any  monies or other property
payable  or  deliverable  on any such claims and to distribute the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official  in  any  such judicial proceeding is hereby authorized by the
Secured  Party to make such payments to the Secured Party and, in the event that
the  Secured  Party shall consent to the making of such payments directed to the
Secured  Party,  to  pay  to  the  Secured Party any amounts for expenses due it
hereunder.


                                        6
<PAGE>
     Section  5.4.     Duties  Regarding  Pledged  Collateral.
                       --------------------------------------

     The  Secured Party shall have no duty as to the collection or protection of
the  Pledged  Property  or  any  income thereon or as to the preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS
                              ---------------------

     The  Company  covenants and agrees that, from the date hereof and until the
Obligations  have  been fully paid and satisfied, unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):

     Section  6.1.     Existence,  Properties,  Etc.
                       -----------------------------

          (a)     The  Company  shall  do,  or  cause to be done, all things, or
proceed  with  due  diligence with any actions or courses of action, that may be
reasonably necessary (i) to maintain Company's due organization, valid existence
and  good  standing  under  the  laws of its state of incorporation, and (ii) to
preserve  and  keep  in  full  force and effect all qualifications, licenses and
registrations  in those jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or
cause  to  be done, any act impairing the Company's corporate power or authority
(i)  to carry on the Company's business as now conducted, and (ii) to execute or
deliver  this  Agreement or any other document delivered in connection herewith,
including,  without  limitation,  any UCC-1 Financing Statements required by the
Secured  Party  to  which  it  is  or  will  be  a  party, or perform any of its
obligations  hereunder  or  thereunder.  For purpose of this Agreement, the term
"Material  Adverse  Effect"  shall  mean  any  material  and  adverse  affect as
 -------------------------
determined  by  Secured Party in its sole discretion, whether individually or in
the  aggregate,  upon (a) the Company's assets, business, operations, properties
or  condition,  financial or otherwise; (b) the Company's to make payment as and
when  due  of  all  or any part of the Obligations; or (c) the Pledged Property.

     Section  6.2.     Financial  Statements  and  Reports.
                       -----------------------------------

     The  Company  shall furnish to the Secured Party such financial data as the
Secured  Party  may  reasonably  request.  Without  limiting  the foregoing, the
Company  shall  furnish  to  the  Secured Party (or cause to be furnished to the
Secured  Party)  the  following:

          (a)     as  soon  as  practicable  and in any event within ninety (90)
days  after the end of each fiscal year of the Company, the balance sheet of the
Company  as  of  the  close  of  such fiscal year, the statement of earnings and
retained  earnings  of  the  Company  as  of  the close of such fiscal year, and
statement  of cash flows for the Company for such fiscal year, all in reasonable
detail,  prepared  in  accordance  with generally accepted accounting principles
consistently  applied,  certified  by  the  chief  executive and chief financial
officers  of  the  Company  as  being  true  and  correct  and  accompanied by a
certificate  of the chief executive and chief financial officers of the Company,
stating  that  the  Company  has  kept,  observed,  performed and fulfilled each
covenant,  term and condition of this Agreement during such fiscal year and that


                                        7
<PAGE>
no  Event of Default hereunder has occurred and is continuing, or if an Event of
Default  has  occurred  and  is  continuing,  specifying the nature of same, the
period  of  existence  of  same  and  the action the Company proposes to take in
connection  therewith;

          (b)     within  thirty  (30) days of the end of each calendar month, a
balance  sheet  of  the  Company as of the close of such month, and statement of
earnings and retained earnings of the Company as of the close of such month, all
in  reasonable  detail,  and prepared substantially in accordance with generally
accepted  accounting  principles  consistently  applied,  certified by the chief
executive and chief financial officers of the Company as being true and correct;
and

          (c)     promptly  upon  receipt  thereof,  copies  of all accountants'
reports  and  accompanying  financial  reports  submitted  to  the  Company  by
independent  accountants  in  connection  with  each  annual  examination of the
Company.

     Section  6.3.     Accounts  and  Reports.
                       ----------------------

     The  Company  shall  maintain a standard system of accounting in accordance
with  generally accepted accounting principles consistently applied and provide,
at its sole expense, to the Secured Party the following:

          (a)     as  soon  as  available,  a  copy  of  any  notice  or  other
communication  alleging  any  nonpayment or other material breach or default, or
any  foreclosure  or  other action respecting any material portion of its assets
and  properties,  received  respecting any of the indebtedness of the Company in
excess  of  $15,000 (other than the Obligations), or any demand or other request
for  payment  under  any  guaranty,  assumption,  purchase  agreement or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess  of  $15,000,  including any received from any person acting on behalf of
the  Secured  Party  or  beneficiary  thereof;  and

          (b)     within  fifteen  (15) days after the making of each submission
or  filing, a copy of any report, financial statement, notice or other document,
whether  periodic or otherwise, submitted to the shareholders of the Company, or
submitted  to  or filed by the Company with any governmental authority involving
or affecting (i) the Company that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part  of  the  Pledged  Collateral; or (iv) any of the
transactions contemplated in this Agreement or the Loan Instruments.

     Section  6.4.     Maintenance  of  Books  and  Records;  Inspection.
                       -------------------------------------------------

     The  Company  shall  maintain its books, accounts and records in accordance
with  generally  accepted accounting principles consistently applied, and permit
the  Secured  Party, its officers and employees and any professionals designated
by  the  Secured  Party  in writing, at any time to visit and inspect any of its
properties  (including  but  not limited to the collateral security described in
the  Transaction  Documents  and/or  the  Loan Instruments), corporate books and
financial  records,  and  to discuss its accounts, affairs and finances with any
employee,  officer  or  director  thereof.


                                        8
<PAGE>
     Section  6.5.     Maintenance  and  Insurance.
                       ---------------------------

          (a)     The  Company  shall maintain or cause to be maintained, at its
own  expense,  all  of  its  assets  and  properties  in  good working order and
condition,  making  all  necessary repairs thereto and renewals and replacements
thereof.

          (b)     The  Company  shall maintain or cause to be maintained, at its
own  expense,  insurance in form, substance and amounts (including deductibles),
which  the  Company  deems  reasonably  necessary to the Company's business, (i)
adequate  to  insure  all assets and properties of the Company, which assets and
properties  are of a character usually insured by persons engaged in the same or
similar  business  against  loss  or  damage  resulting from fire or other risks
included in an extended coverage policy; (ii) against public liability and other
tort claims that may be incurred by the Company; (iii) as may be required by the
Transaction  Documents  and/or  applicable  law  and  (iv)  as may be reasonably
requested  by  Secured Party, all with adequate, financially sound and reputable
insurers.

     Section  6.6.     Contracts  and  Other  Collateral.
                       ---------------------------------

     The  Company  shall perform all of its obligations under or with respect to
each  instrument,  receivable,  contract  and  other  intangible included in the
Pledged  Property  to  which  the Company is now or hereafter will be party on a
timely  basis and in the manner therein required, including, without limitation,
this  Agreement.

     Section  6.7.     Defense  of  Collateral,  Etc.
                       ------------------------------

     The  Company  shall defend and enforce its right, title and interest in and
to  any  part  of:  (a) the Pledged Property; and (b) if not included within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse  Effect,  the  Company shall defend the Secured Party's right, title and
interest in and to each and every part of the Pledged Property, each against all
manner  of  claims and demands on a timely basis to the full extent permitted by
applicable  law.

     Section  6.8.     Payment  of  Debts,  Taxes,  Etc.
                       ---------------------------------

     The  Company  shall  pay,  or cause to be paid, all of its indebtedness and
other  liabilities and perform, or cause to be performed, all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to  be paid or discharged, all taxes, assessments and other governmental charges
and  levies  imposed upon it, upon any of its assets and properties on or before
the  last  day on which the same may be paid without penalty, as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise)  as  and  when  due

     Section  6.9.     Taxes  and  Assessments;  Tax  Indemnity.
                       ----------------------------------------

     The  Company  shall  (a)  file  all  tax  returns and appropriate schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b)  pay  and  discharge  all  taxes, assessments and governmental
charges  or levies imposed upon the Company, upon its income and profits or upon
any  properties  belonging  to  it,  prior to the date on which penalties attach
thereto,  and  (c) pay all taxes, assessments and governmental charges or levies
that,  if


                                        9
<PAGE>
unpaid,  might  become  a  lien  or charge upon any of its properties; provided,
however,  that  the  Company in good faith may contest any such tax, assessment,
governmental  charge  or  levy described in the foregoing clauses (b) and (c) so
long as appropriate reserves are maintained with respect thereto.

     Section  6.10.     Compliance  with  Law  and  Other  Agreements.
                        ---------------------------------------------

     The  Company  shall  maintain its business operations and property owned or
used  in  connection  therewith  in  compliance with (a) all applicable federal,
state  and  local  laws,  regulations  and  ordinances  governing  such business
operations  and  the use and ownership of such property, and (b) all agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with  the  terms  thereof.

     Section  6.11.     Notice  of  Default.
                        -------------------

     The  Company  shall  give  written  notice  to  the  Secured  Party  of the
occurrence  of  any  default  or  Event  of  Default  under  this Agreement, the
Transaction  Documents  or  any  other Loan Instrument or any other agreement of
Company  for  the  payment  of  money,  promptly  upon  the  occurrence thereof.

     Section  6.12.     Notice  of  Litigation.
                        ----------------------

     The  Company shall give notice, in writing, to the Secured Party of (a) any
actions,  suits  or  proceedings  wherein  the  amount  at issue is in excess of
$50,000,  instituted by any persons against the Company, or affecting any of the
assets  of  the  Company,  and (b) any dispute, not resolved within fifteen (15)
days  of  the  commencement thereof, between the Company on the one hand and any
governmental  or  regulatory  body  on the other hand, which might reasonably be
expected  to  have  a  Material  Adverse  Effect  on  the business operations or
financial  condition  of  the  Company.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

     The  Company  covenants  and  agrees  that,  from the date hereof until the
Obligations  have  been  fully paid and satisfied, the Company shall not, unless
the  Secured  Party  shall  consent  otherwise  in  writing:

     Section  7.1.     Indebtedness.
                       ------------

     The Company shall not directly or indirectly permit, create, incur, assume,
permit  to  exist,  increase,  renew  or  extend on or after the date hereof any
indebtedness  on  its  part,  including  commitments,  contingencies  and credit
availabilities, or apply for or offer or agree to do any of the foregoing.


                                       10
<PAGE>
     Section  7.2.     Liens  and  Encumbrances.
                       ------------------------

     The Company shall not directly or indirectly make, create, incur, assume or
permit to exist any assignment, transfer, pledge, mortgage, security interest or
other  lien  or  encumbrance  of  any  nature  in, to or against any part of the
Pledged  Property or of the Company's capital stock, or offer or agree to do so,
or  own  or  acquire  or agree to acquire any asset or property of any character
subject  to  any  of  the foregoing encumbrances (including any conditional sale
contract  or  other  title retention agreement), or assign, pledge or in any way
transfer  or  encumber  its right to receive any income or other distribution or
proceeds  from  any part of the Pledged Property or the Company's capital stock;
or  enter  into  any sale-leaseback financing respecting any part of the Pledged
Property  as  lessee, or cause or assist the inception or continuation of any of
the  foregoing.

     Section  7.3.     Certificate  of  Incorporation,  By-Laws,  Mergers,
                       ---------------------------------------------------
                       Consolidations,  Acquisitions  and  Sales.
                       -----------------------------------------

     Without the prior express written consent of the Secured Party, the Company
shall  not:  (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or
sell  its  stock,  stock  options, bonds, notes or other corporate securities or
obligations;  (c)  be  a  party  to  any  merger,  consolidation  or  corporate
reorganization,  (d)  purchase  or otherwise acquire all or substantially all of
the  assets  or  stock  of, or any partnership or joint venture interest in, any
other  person,  firm  or  entity,  (e)  sell, transfer, convey, grant a security
interest  in  or lease all or any substantial part of its assets, nor (f) create
any subsidiaries nor convey any of its assets to any subsidiary.

     Section  7.4.     Management,  Ownership.
                       ----------------------

     The  Company  shall not materially change its ownership, executive staff or
management  without  the  prior  written  consent  of  the  Secured  Party.  The
ownership, executive staff and management of the Company are material factors in
the Secured Party's willingness to institute and maintain a lending relationship
with  the  Company.

     Section  7.5.     Dividends,  Etc.
                       ---------------

     The  Company  shall not declare or pay any dividend of any kind, in cash or
in  property, on any class of its capital stock, nor purchase, redeem, retire or
otherwise  acquire for value any shares of such stock, nor make any distribution
of  any kind in respect thereof, nor make any return of capital to shareholders,
nor  make  any  payments  in respect of any pension, profit sharing, retirement,
stock  option,  stock  bonus,  incentive compensation or similar plan (except as
required  or  permitted  hereunder),  without  the  prior written consent of the
Secured  Party.

     Section  7.6.     Guaranties;  Loans.
                       ------------------

     The  Company  shall  not  guarantee  nor  be  liable in any manner, whether
directly  or  indirectly,  or  become contingently liable after the date of this
Agreement  in  connection  with the obligations or indebtedness of any person or
persons,  except  for  (i)  the  indebtedness  currently  secured  by  the liens
identified  on  the Pledged Property identified on Exhibit A hereto and (ii) the
endorsement  of  negotiable  instruments  payable  to the Company for deposit or
collection  in  the


                                       11
<PAGE>
ordinary  course  of  business.  The Company shall not make any loan, advance or
extension  of  credit  to  any  person  other  than  in the normal course of its
business.

     Section  7.7.     Debt.
                       ----

     The  Company  shall  not  create,  incur,  assume  or  suffer  to exist any
additional  indebtedness of any description whatsoever in an aggregate amount in
excess  of  $25,000  (excluding  any  indebtedness of the Company to the Secured
Party,  trade  accounts  payable  and  accrued expenses incurred in the ordinary
course  of business and the endorsement of negotiable instruments payable to the
Company,  respectively  for  deposit  or  collection  in  the ordinary course of
business).

     Section  7.8.     Conduct  of  Business.
                       ---------------------

     The Company will continue to engage, in an efficient and economical manner,
in  a  business  of the same general type as conducted by it on the date of this
Agreement.

     Section  7.9.     Places  of  Business.
                       --------------------

     The location of the Company's chief place of business is 501 West Broadway,
Suite  200, Idaho Falls, ID 83402.  The Company shall not change the location of
its  chief  place  of  business, chief executive office or any place of business
disclosed  to  the  Secured  Party  or move any of the Pledged Property from its
current  location  without thirty (30) days' prior written notice to the Secured
Party  in  each  instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS
                                  -------------

     Section  8.1.     Notices.
                       -------

     All  notices  or  other  communications  required  or permitted to be given
pursuant  to  this Agreement shall be in writing and shall be considered as duly
given  on:  (a)  the  date  of  delivery,  if delivered in person, by nationally
recognized  overnight  delivery  service  or  (b) five (5) days after mailing if
mailed  from  within  the  continental  United  States by certified mail, return
receipt requested to the party entitled to receive the same:

          If to the Secured Party:  Cornell Capital Partners, LP
                                    101 Hudson Street-Suite 3700
                                    Jersey City, New Jersey 07302
                                    Attention:   Mark Angelo
                                    Portfolio Manager
                                    Telephone:   (201) 986-8300
                                    Facsimile:   (201) 985-8266


                                       12
<PAGE>
          With a copy to:           David Gonzalez, Esq.
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Telephone:   (201) 985-8300
                                    Facsimile:   (201) 985-8266

          And if to the Company:    Intrepid Technology & Resources, Inc.
                                    501 West Broadway - Suite 200
                                    Idaho Falls, ID 83402
                                    Attention:   Dr. Dennis D. Keiser
                                    Telephone:   (208) 529-5337
                                    Facsimile:   (208) 529-1014

          With a copy to:           Kirkpatrick & Lockhart LLP
                                    201 South Biscayne Boulevard-Suite 2000
                                    Miami, Florida  33131-2399
                                    Attention:   Clayton E. Parker, Esq.
                                    Telephone:   (305) 539-3300
                                    Facsimile:   (305) 358-7095

     Any  party  may  change  its  address  by  giving notice to the other party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant  to  this  Agreement.

     Section  8.2.     Severability.
                       ------------

     If  any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall  attach only to such provision and
shall  not  in  any  manner  affect or render invalid or unenforceable any other
severable  provision  of this Agreement, and this Agreement shall be carried out
as  if  any  such  invalid or unenforceable provision were not contained herein.

     Section  8.3.     Expenses.
                       --------

     In  the  event  of an Event of Default, the Company will pay to the Secured
Party  the  amount  of any and all reasonable expenses, including the reasonable
fees  and  expenses  of  its  counsel,  which  the  Secured  Party  may incur in
connection  with:  (i)  the  custody or preservation of, or the sale, collection
from,  or other realization upon, any of the Pledged Property; (ii) the exercise
or  enforcement of any of the rights of the Secured Party hereunder or (iii) the
failure  by  the  Company  to  perform  or observe any of the provisions hereof.

     Section  8.4.     Waivers,  Amendments,  Etc.
                       ---------------------------

     The  Secured  Party's  delay  or  failure at any time or times hereafter to
require  strict  performance  by  Company  of  any  undertakings,  agreements or
covenants  shall  not waiver, affect, or diminish any right of the Secured Party
under  this Agreement to demand strict compliance and


                                       13
<PAGE>
performance  herewith.  Any  waiver by the Secured Party of any Event of Default
shall  not  waive  or  affect  any other Event of Default, whether such Event of
Default  is  prior  or subsequent thereto and whether of the same or a different
type.  None  of  the  undertakings,  agreements  and  covenants  of  the Company
contained  in  this  Agreement, and no Event of Default, shall be deemed to have
been  waived by the Secured Party, nor may this Agreement be amended, changed or
modified,  unless such waiver, amendment, change or modification is evidenced by
an  instrument  in  writing  specifying  such  waiver,  amendment,  change  or
modification  and  signed  by  the  Secured  Party.

     Section  8.5.     Continuing  Security  Interest.
     -------------     ------------------------------

     This  Agreement  shall create a continuing security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and  (ii)  be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns.  Upon  the  payment  or  satisfaction  in  full of the Obligations, the
Company  shall be entitled to the return, at its expense, of such of the Pledged
Property  as  shall  not have been sold in accordance with Section 5.2 hereof or
otherwise  applied  pursuant  to  the  terms  hereof.

     Section  8.6.     Independent  Representation.
                       ---------------------------

     Each  party  hereto acknowledges and agrees that it has received or has had
the  opportunity to receive independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to  the  substance  of  this  Agreement.

     Section  8.7.     Applicable  Law:  Jurisdiction.
                       ------------------------------

     This  Agreement shall be governed by and interpreted in accordance with the
laws  of the State of New Jersey without regard to the principles of conflict of
laws.  The  parties further agree that any action between them shall be heard in
Hudson  County,  New Jersey, and expressly consent to the jurisdiction and venue
of  the  Superior  Court  of New Jersey, sitting in Hudson County and the United
States  District  Court  for  the  District of New Jersey sitting in Newark, New
Jersey  for  the  adjudication  of  any  civil  action asserted pursuant to this
Paragraph.

     Section  8.8.     Waiver  of  Jury  Trial.
                       -----------------------

     AS  A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND  TO  MAKE  THE  FINANCIAL  ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY
WAIVES  ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO
THIS  AGREEMENT  AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

     Section  8.9.     Entire  Agreement.
                       -----------------

     This  Agreement  constitutes  the  entire  agreement  among the parties and
supersedes  any  prior agreement or understanding among them with respect to the
subject  matter  hereof.


                                       14
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

                                      COMPANY:
                                      INTREPID TECHNOLOGY & RESOURCES, INC.

                                      By:  /s/ Dr. Dennis D. Keiser
                                           ------------------------
                                      Name:  Dr. Dennis D. Keiser
                                      Title: President & CEO


                                      SECURED PARTY:
                                      CORNELL CAPITAL PARTNERS, LP

                                      BY:  YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                      By:  /s/ Mark Angelo
                                           ---------------
                                      Name:  Mark Angelo
                                      Title: Portfolio Manager


                                       15
<PAGE>
                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY
                         ------------------------------

     For  the purpose of securing prompt and complete payment and performance by
the  Company  of  all  of  the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:

          (a)     all  goods  of  the  Company,  including,  without limitation,
machinery,  equipment,  furniture,  furnishings, fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of  every  kind  and description, now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and  proceeds  thereof,  arising from the sale or disposition thereof, and where
applicable,  the  proceeds  of insurance and of any tort claims involving any of
the  foregoing;

          (b)     all  inventory  of the Company, including, but not limited to,
all  goods,  wares,  merchandise,  parts,  supplies,  finished  products,  other
tangible  personal  property,  including such inventory as is temporarily out of
Company's  custody  or possession and including any returns upon any accounts or
other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition  of  any  of  the  foregoing;

          (c)     all  contract  rights  and general intangibles of the Company,
including,  without limitation, goodwill, trademarks, trade styles, trade names,
leasehold  interests, partnership or joint venture interests, patents and patent
applications,  copyrights,  deposit  accounts  whether  now  owned  or hereafter
created;

          (d)     all  documents,  warehouse  receipts,  instruments and chattel
paper of the Company whether now owned or hereafter created;

          (e)     all accounts and other receivables, instruments or other forms
of  obligations  and  rights  to  payment  of  the  Company (herein collectively
referred  to  as  "Accounts"),  together  with  the  proceeds thereof, all goods
                   --------
represented  by  such  Accounts  and  all such goods that may be returned by the
Company's  customers,  and  all  proceeds  of  any  insurance  thereon,  and all
guarantees,  securities  and liens which the Company may hold for the payment of
any  such  Accounts  including,  without  limitation,  all rights of stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will  be  bona fide and existing
obligations of its respective customers, arising out of the sale of goods by the
Company  in  the  ordinary  course  of  business;

          (f)     to  the  extent  assignable, all of the Company's rights under
all  present  and future authorizations, permits, licenses and franchises issued
or granted in connection with the operations of any of its facilities;

          (g)     all  products  and  proceeds  (including,  without limitation,
insurance proceeds) from the above-described Pledged Property.


                                      A-1
<PAGE>