EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT (this "Agreement"), dated as of October 13,
                                            ---------
2004 by and between INTREPID TECHNOLOGY & RESOURCES, INC., an Idaho corporation,
with  its principal office located at 501 West Broadway, Suite 200, Idaho Falls,
ID  83402  (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited
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partnership  (the  "Investor").
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     WHEREAS:

     A.     In  connection with the Standby Equity Distribution Agreement by and
between  the  parties  hereto  of  even  date  herewith  (the  "Standby  Equity
                                                                ---------------
Distribution  Agreement"), the Company has agreed, upon the terms and subject to
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the  conditions  of the Standby Equity Distribution Agreement, to issue and sell
to  the  Investor that number of shares of the Company's common stock, par value
US$0.005  per share (the "Common Stock"), which can be purchased pursuant to the
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terms  of  the  Standby  Equity Distribution Agreement for an aggregate purchase
price  of  up  to  Twenty Five Million  U.S. Dollars ($25,000,000).  Capitalized
terms  not defined herein shall have the meaning ascribed to them in the Standby
Equity  Distribution  Agreement.

     B.     To  induce  the  Investor  to execute and deliver the Standby Equity
Distribution  Agreement,  the Company has agreed to provide certain registration
rights  under  the  Securities  Act  of  1933,  as  amended,  and  the rules and
regulations  thereunder,  or  any  similar  successor statute (collectively, the
"1933  Act"),  and  applicable  state  securities  laws.
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     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Investor
hereby  agree  as  follows:

     1.     DEFINITIONS.
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     As  used  in  this  Agreement, the following terms shall have the following
meanings:

          a.     "Person"  means  a corporation, a limited liability company, an
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association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental or political subdivision thereof or a governmental agency.

          b.     "Register,"  "registered,"  and  "registration"  refer  to  a
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registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as  defined  below) in compliance with the 1933 Act and pursuant to
Rule  415  under  the  1933  Act  or  any  successor rule providing for offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
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ordering of effectiveness of such Registration Statement(s) by the United States
Securities  and  Exchange  Commission  (the  "SEC").
                                              ---

          c.     "Registrable  Securities"  means  the  Investor's  Shares,  as
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defined  in the Standby Equity Distribution Agreement and shares of Common Stock
issuable  to  Investors  pursuant  to the Standby Equity Distribution Agreement.


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          d.     "Registration  Statement"  means a registration statement under
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the 1933 Act which covers the Registrable Securities.

     2.   REGISTRATION.
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          a.     Mandatory  Registration.  The  Company  shall  prepare and file
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with the SEC a Registration Statement on Form S-1, SB-2 or on such other form as
is  available.  The  Company  shall  cause  such  Registration  Statement  to be
declared  effective  by  the  SEC prior to the first sale to the Investor of the
Company's  Common  Stock  pursuant to the Standby Equity Distribution Agreement.

          b.     Sufficient  Number  of  Shares  Registered.  In  the  event the
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number  of  shares  available  under  a Registration Statement filed pursuant to
Section  2(a)  is  insufficient to cover all of the Registrable Securities which
the  Investor  has  purchased  pursuant  to  the  Standby  Equity  Distribution
Agreement,  the  Company  shall  amend the Registration Statement, or file a new
Registration  Statement  (on the short form available therefore, if applicable),
or  both,  so  as to cover all of such Registrable Securities which the Investor
has  purchased  pursuant to the Standby Equity Distribution Agreement as soon as
practicable,  but  in  any  event  not  later  than  fifteen (15) days after the
necessity therefore arises.  The Company shall use it best efforts to cause such
amendment  and/or  new  Registration  Statement  to  become effective as soon as
practicable  following  the  filing  thereof.  For  purposes  of  the  foregoing
provision,  the  number of shares available under a Registration Statement shall
be  deemed  "insufficient  to cover all of the Registrable Securities" if at any
time  the number of Registrable Securities issuable on an Advance Notice Date is
greater  than  the number of shares available for resale under such Registration
Statement.

     3.   RELATED  OBLIGATIONS.
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          a.     The  Company  shall  keep  the Registration Statement effective
pursuant  to  Rule  415  at all times until the date on which the Investor shall
have  sold all the Registrable Securities covered by such Registration Statement
(the  "Registration  Period"),  which  Registration  Statement  (including  any
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amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          b.     The Company shall prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth in such Registration Statement.  In the case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this Agreement (including pursuant to this Section 3(b)) by
reason  of the


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Company's  filing  a  report  on  Form  10-KSB,  Form  10-QSB or Form 8-K or any
analogous  report  under  the  Securities  Exchange Act of 1934, as amended (the
"1934  Act"),  the Company shall have incorporated such report by reference into
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the  Registration  Statement,  if  applicable,  or shall file such amendments or
supplements  with  the SEC on the same day on which the 1934 Act report is filed
which  created  the  requirement  for  the  Company  to  amend or supplement the
Registration  Statement.

          c.     The  Company  shall furnish to the Investor without charge, (i)
at  least  one  copy of such Registration Statement as declared effective by the
SEC  and any amendment(s) thereto, including financial statements and schedules,
all  documents  incorporated  therein  by  reference,  all  exhibits  and  each
preliminary prospectus, (ii) ten (10) copies of the final prospectus included in
such  Registration Statement and all amendments and supplements thereto (or such
other  number  of copies as such Investor may reasonably request) and (iii) such
other  documents  as  such  Investor may reasonably request from time to time in
order  to facilitate the disposition of the Registrable Securities owned by such
Investor.

          d.     The  Company  shall  use  its  best efforts to (i) register and
qualify  the  Registrable  Securities  covered by a Registration Statement under
such  other  securities  or  "blue sky" laws of such jurisdictions in the United
States  as  the  Investor  reasonably  requests,  (ii) prepare and file in those
jurisdictions,  such  amendments  (including  post-effective  amendments)  and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (w) make any change to its certificate of incorporation or by-laws,
(x)  qualify  to do business in any jurisdiction where it would not otherwise be
required  to  qualify  but  for this Section 3(d), (y) subject itself to general
taxation  in  any such jurisdiction, or (z) file a general consent to service of
process  in  any  such  jurisdiction.  The  Company  shall  promptly  notify the
Investor  of  the receipt by the Company of any notification with respect to the
suspension  of  the  registration  or  qualification  of  any of the Registrable
Securities  for sale under the securities or "blue sky" laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat
of  any  proceeding  for  such  purpose.

          e.     As  promptly  as practicable after becoming aware of such event
or  development,  the  Company  shall  notify  the  Investor  in  writing of the
happening  of  any  event  as  a  result  of  which the prospectus included in a
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading  (provided that in no event shall such
notice  contain  any  material,  nonpublic  information), and promptly prepare a
supplement  or  amendment  to such Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to each Investor. The Company shall also promptly notify the Investor
in  writing (i) when a prospectus or any prospectus supplement or post-effective
amendment  has  been  filed,  and  when  a  Registration  Statement  or  any
post-effective  amendment  has  become  effective  (notification  of  such
effectiveness  shall  be  delivered  to  the  Investor  by


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facsimile on the same day of such effectiveness), (ii) of any request by the SEC
for  amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate.

          f.     The  Company shall use its best efforts to prevent the issuance
of  any  stop  order  or  other  suspension  of  effectiveness of a Registration
Statement,  or  the  suspension  of  the qualification of any of the Registrable
Securities for sale in any jurisdiction within the United States of America and,
if such an order or suspension is issued, to obtain the withdrawal of such order
or  suspension at the earliest possible moment and to notify the Investor of the
issuance  of  such  order  and  the  resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.

          g.     At  the  reasonable  request of the Investor, the Company shall
furnish  to  the  Investor, on the date of the effectiveness of the Registration
Statement  and  thereafter  from  time to time on such dates as the Investor may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants  in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering,  and  (ii)  an  opinion,  dated  as  of  such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  Investor.

          h.     The  Company  shall  make  available  for inspection by (i) the
Investor  and  (ii)  one  firm  of  accountants  or other agents retained by the
Investor  (collectively,  the  "Inspectors")  all  pertinent financial and other
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records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
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Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  agree,  and the Investor hereby agrees, to hold in
strict  confidence  and shall not make any disclosure (except to an Investor) or
use  of  any  Record  or  other information which the Company determines in good
faith  to  be  confidential,  and  of  which determination the Inspectors are so
notified,  unless  (a)  the  disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to  a final, non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or  (c)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other  agreement of which the Inspector and the Investor has knowledge.
The Investor agrees that it shall, upon learning that disclosure of such Records
is  sought  in  or  by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its  expense,  to  undertake  appropriate action to prevent disclosure of, or to
obtain a protective order for, the Records deemed confidential.

          i.     The  Company  shall  hold  in  confidence  and  not  make  any
disclosure of information concerning the Investor provided to the Company unless
(i)  disclosure of such information is necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a  misstatement  or  omission  in  any  Registration


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Statement,  (iii)  the  release  of  such  information  is ordered pursuant to a
subpoena  or other final, non-appealable order from a court or governmental body
of  competent  jurisdiction,  or  (iv)  such information has been made generally
available  to the public other than by disclosure in violation of this Agreement
or  any  other  agreement.  The Company agrees that it shall, upon learning that
disclosure  of  such  information  concerning  the Investor is sought in or by a
court  or  governmental  body  of competent jurisdiction or through other means,
give  prompt  written  notice  to  the  Investor  and allow the Investor, at the
Investor's expense, to undertake appropriate action to prevent disclosure of, or
to  obtain  a  protective  order  for,  such  information.

          j.     The  Company shall use its best efforts either to cause all the
Registrable  Securities  covered by a Registration Statement (i) to be listed on
each  securities exchange on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then permitted under the rules of such exchange or to secure the
inclusion  for quotation on the National Association of Securities Dealers, Inc.
OTC  Bulletin  Board for such Registrable Securities.  The Company shall pay all
fees  and  expenses  in  connection  with  satisfying  its obligation under this
Section  3(j).

          k.     The  Company  shall  cooperate  with the Investor to the extent
applicable,  to  facilitate  the timely preparation and delivery of certificates
(not  bearing any restrictive legend) representing the Registrable Securities to
be  offered pursuant to a Registration Statement and enable such certificates to
be  in  such  denominations  or amounts, as the case may be, as the Investor may
reasonably  request  and  registered  in such names as the Investor may request.

          l.     The Company shall use its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary to consummate the disposition of such Registrable Securities.

          m.     The  Company  shall  make  generally  available to its security
holders  as  soon  as  practical,  but not later than ninety (90) days after the
close  of  the  period covered thereby, an earnings statement (in form complying
with  the  provisions  of  Rule  158 under the 1933 Act) covering a twelve-month
period  beginning  not  later than the first day of the Company's fiscal quarter
next following the effective date of the Registration Statement.

          n.     The Company shall otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of  the  SEC  in  connection  with any
registration  hereunder.

          o.     Within  two  (2)  business  days after a Registration Statement
which covers Registrable Securities is ordered effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.
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          p.     The  Company  shall take all other reasonable actions necessary
to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant  to  a  Registration  Statement.


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     4.     OBLIGATIONS  OF  THE  INVESTOR.
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     The  Investor  agrees  that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  the  Investor  will  immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  the  Investor's  receipt  of  the  copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to
the  contrary,  the Company shall cause its transfer agent to deliver unlegended
certificates  for  shares  of  Common  Stock  to a transferee of the Investor in
accordance  with  the  terms  of  the  Standby  Equity Distribution Agreement in
connection  with  any  sale  of Registrable Securities with respect to which the
Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in
Section  3(f)  or  the first sentence of 3(e) and for which the Investor has not
yet  settled.

     5.     EXPENSES  OF  REGISTRATION.
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     All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications  pursuant to Sections 2 and 3, including, without limitation, all
registration,  listing  and  qualifications fees, printers, legal and accounting
fees  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.
            ---------------

     With respect to Registrable Securities which are included in a Registration
Statement  under  this  Agreement:

          a.     To  the  fullest extent permitted by law, the Company will, and
hereby  does,  indemnify,  hold harmless and defend the Investor, the directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls  the Investor within the meaning of the 1933 Act or the 1934
Act  (each,  an  "Indemnified  Person"),  against  any  losses, claims, damages,
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liabilities,  judgments, fines, penalties, charges, costs, reasonable attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims")  incurred  in investigating, preparing or defending any action, claim,
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suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
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may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
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material  fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a  material  fact contained in any final prospectus (as amended or supplemented,
if  the  Company files any amendment thereof or supplement thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary
to  make  the statements made therein, in light of the circumstances under which
the  statements


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therein  were  made, not misleading; or (iii) any violation or alleged violation
by  the Company of the 1933 Act, the 1934 Act, any other law, including, without
limitation,  any  state  securities  law,  or any rule or regulation there under
relating  to  the  offer  or  sale  of  the Registrable Securities pursuant to a
Registration  Statement  (the matters in the foregoing clauses (i) through (iii)
being, collectively, "Violations"). The Company shall reimburse the Investor and
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each  such controlling person promptly as such expenses are incurred and are due
and  payable,  for  any legal fees or disbursements or other reasonable expenses
incurred  by  them in connection with investigating or defending any such Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained  in this Section 6(a): (x) shall not apply to a Claim by an
Indemnified  Person  arising  out  of  or based upon a Violation which occurs in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  by  such  Indemnified  Person  expressly for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on  a  failure  of  the  Investor  to  deliver  or  to cause to be delivered the
prospectus  made  available  by  the Company, if such prospectus was timely made
available  by  the  Company pursuant to Section 3(e); and (z) shall not apply to
amounts  paid  in settlement of any Claim if such settlement is effected without
the  prior  written  consent  of  the  Company,  which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of any investigation made by or on behalf of the Indemnified Person.

          b.     In  connection  with  a  Registration  Statement,  the Investor
agrees  to  indemnify,  hold  harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors,
each  of  its  officers who signs the Registration Statement and each Person, if
any, who controls the Company within the meaning of the 1933 Act or the 1934 Act
(each an "Indemnified Party"), against any Claim or Indemnified Damages to which
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any  of  them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar  as  such Claim or Indemnified Damages arise out of or is based upon any
Violation,  in  each  case  to  the  extent,  and  only to the extent, that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished  to  the  Company by the Investor expressly for use in connection with
such  Registration  Statement;  and,  subject to Section 6(d), the Investor will
reimburse  any legal or other expenses reasonably incurred by them in connection
with  investigating  or  defending  any  such Claim; provided, however, that the
indemnity  agreement  contained  in  this  Section  6(b)  and the agreement with
respect  to  contribution contained in Section 7 shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  the  Investor,  which  consent  shall  not be unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to  the  Investor  as  a  result of the sale of
Registrable  Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of such Indemnified Party.  Notwithstanding anything to the contrary
contained  herein,  the indemnification agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party  if  the  untrue  statement  or omission of material fact contained in the
prospectus  was  corrected and such new prospectus was delivered to the Investor
prior  to  the  Investor's  use  of  the  prospectus to which the Claim relates.


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<PAGE>
          c.     Promptly  after receipt by an Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,
deliver  to the indemnifying party a written notice of the commencement thereof,
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with  the  fees  and  expenses  of  not  more than one counsel for such
Indemnified  Person  or  Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing  interests  between  such  Indemnified Person or Indemnified Party and
any  other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or  Indemnified Person fully apprised at all times as to the
status  of  the defense or any settlement negotiations with respect thereto.  No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without its prior written consent, provided, however, that
the  indemnifying  party shall not unreasonably withhold, delay or condition its
consent.  No  indemnifying party shall, without the prior written consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect  to such claim or litigation.  Following indemnification as provided for
hereunder,  the  indemnifying  party  shall  be  subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

          d.     The indemnification required by this Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

          e.     The  indemnity agreements contained herein shall be in addition
to  (i)  any  cause  of  action  or  similar  right  of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others, and (ii) any
liabilities  the  indemnifying  party  may  be  subject  to pursuant to the law.


                                        8
<PAGE>
     7.     CONTRIBUTION.
            ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  1934  ACT.
            ------------------------------

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any similar rule or regulation of the SEC that
may  at  any  time permit the Investors to sell securities of the Company to the
public  without  registration  ("Rule  144")  the  Company  agrees  to:
                                 ---------

          a.     make  and keep public information available, as those terms are
understood  and  defined  in  Rule  144;

          b.     file  with  the  SEC  in  a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company  remains  subject  to  such  requirements (it being understood that
nothing  herein  shall  limit the Company's obligations under Section 6.3 of the
Standby  Equity Distribution Agreement) and the filing of such reports and other
documents  is  required  for  the  applicable  provisions  of  Rule  144;  and

          c.     furnish  to  the  Investor  so  long  as  the  Investor  owns
Registrable  Securities,  promptly  upon request, (i) a written statement by the
Company  that  it  has complied with the reporting requirements of Rule 144, the
1933  Act  and  the 1934 Act, (ii) a copy of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company,  and  (iii)  such  other  information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

     9.     AMENDMENT  OF  REGISTRATION  RIGHTS.
            -----------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  by  a  written  agreement between the Company and the
Investor.  Any  amendment  or  waiver effected in accordance with this Section 9
shall  be  binding upon the Investor and the Company.  No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any  provision  of  any  of this Agreement unless the same consideration also is
offered  to  all  of  the  parties  to  this  Agreement.


                                        9
<PAGE>
     10.     MISCELLANEOUS.
             -------------

          a.     A  Person  is  deemed  to be a holder of Registrable Securities
whenever  such  Person  owns  or  is  deemed  to  own of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  Persons  with  respect  to  the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

          b.     Any notices, consents, waivers or other communications required
or  permitted  to  be given under the terms of this Agreement must be in writing
and  will  be  deemed  to have been delivered:  (i) upon receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii)  one  business  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If to the Company, to:   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, FL  33131-2399
                         Attention:   Clayton E. Parker, Esq.
                         Telephone:   (305) 539-3300
                         Facsimile:   (305) 358-7095

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

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


                                       10
<PAGE>
Any  party  may  change  its  address  by  providing written notice to the other
parties  hereto  at  least  five days prior to the effectiveness of such change.
Written  confirmation  of  receipt  (A)  given  by the recipient of such notice,
consent,  waiver  or  other  communication,  (B)  mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and  an  image  of the first page of such transmission or (C)
provided  by a courier or overnight courier service shall be rebuttable evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service  in accordance with clause (i), (ii) or
(iii)  above,  respectively.

          c.     Failure of any party to exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

          d.     The  corporate  laws  of  the  State  of Idaho shall govern all
issues  concerning  the  relative  rights  of the Company and the Investor.  All
other  questions  concerning  the  construction,  validity,  enforcement  and
interpretation  of  this Agreement shall be governed by the internal laws of the
State  of  New Jersey, without giving effect to any choice of law or conflict of
law  provision  or  rule  (whether  of  the  State  of  New  Jersey or any other
jurisdiction)  that  would cause the application of the laws of any jurisdiction
other  than  the  State of New Jersey.  Each party hereby irrevocably submits to
the  non-exclusive  jurisdiction  of  the  Superior  Courts  of the State of New
Jersey,  sitting in Hudson County, New Jersey and the Federal District Court for
the  District  of New Jersey sitting in Newark, New Jersey, for the adjudication
of  any  dispute  hereunder  or  in  connection herewith or with any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought  in  an inconvenient forum or that the venue of such
suit,  action  or  proceeding is improper.  Each party hereby irrevocably waives
personal  service  of  process  and consents to process being served in any such
suit,  action  or  proceeding  by  mailing  a  copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any  manner  permitted  by law.  If any provision of this Agreement
shall  be  invalid  or  unenforceable  in  any  jurisdiction, such invalidity or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.
EACH  PARTY  HEREBY  IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,  A  JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY DISPUTE HEREUNDER OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT  OF  THIS  AGREEMENT  OR  ANY TRANSACTION
CONTEMPLATED  HEREBY.

          e.     This  Agreement, the Standby Equity Distribution Agreement, the
Escrow  Agreement,  and  the  Placement  Agent  Agreement  constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those  set  forth  or referred to herein and therein.  This Agreement, the
Standby  Equity  Distribution Agreement, the Escrow Agreement, and the Placement
Agent  Agreement  supersede  all  prior  agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.


                                       11
<PAGE>
          f.     This  Agreement  shall  inure  to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.

          g.     The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

          h.     This  Agreement may be executed in identical counterparts, each
of  which  shall be deemed an original but all of which shall constitute one and
the  same agreement.  This Agreement, once executed by a party, may be delivered
to  the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

          i.     Each  party  shall  do  and  perform,  or  cause to be done and
performed,  all  such further acts and things, and shall execute and deliver all
such  other  agreements,  certificates,  instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

          j.     The  language  used  in this Agreement will be deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

          k.     This  Agreement  is  intended  for  the  benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       12
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement to be duly executed as of day and year first above written.

                                     COMPANY:
                                     INTREPID TECHNOLOGY & RESOURCES, INC.

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


                                     INVESTOR:
                                     CORNELL CAPITAL PARTNERS, LP

                                     BY: YORKVILLE ADVISORS, LLC
                                     ITS: GENERAL PARTNER

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


                                       13
<PAGE>
                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


Attention:

          Re:   INTREPID  TECHNOLOGY  &  RESOURCES,  INC.
                -----------------------------------------

Ladies and Gentlemen:

     We  are  counsel  to  Intrepid  Technology  &  Resources,  Inc.,  an  Idaho
corporation (the "Company"), and have represented the Company in connection with
                  -------
that  certain  Standby  Equity  Distribution  Agreement  (the  "Standby  Equity
                                                                ---------------
Distribution  Agreement")  entered  into  by and between the Company and Cornell
-----------------------
Capital  Partners,  LP  (the "Investor") pursuant to which the Company issued to
                              --------
the  Investor  shares  of  its  Common  Stock, par value US$0.005 per share (the
"Common  Stock").  Pursuant  to  the  Standby Equity Distribution Agreement, the
 -------------
Company  also has entered into a Registration Rights Agreement with the Investor
(the  "Registration  Rights  Agreement")  pursuant  to which the Company agreed,
       -------------------------------
among  other  things,  to register the Registrable Securities (as defined in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933  Act").  In  connection  with  the  Company's  obligations  under  the
 ---------
Registration  Rights  Agreement,  on  ____________  ____,  the  Company  filed a
Registration  Statement  on  Form  ________  (File  No.  333-_____________) (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
 -----------------------
"SEC")  relating  to  the  Registrable  Securities which names the Investor as a
 ---
selling  stockholder  thereunder.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                         Very truly yours,



                                         By:
                                            -------------------------------


cc:  CORNELL CAPITAL PARTNERS, LP


<PAGE>