Unassociated Document


    


     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of August 9, 2006 by INTREPID
      TECHNOLOGY & RESOURCES, INC.,
      an Idaho
      corporation (the “Company”);
      CORNELL
      CAPITAL PARTNERS, LP,
      a
      Delaware limited partnership (the “Investor”);
      and
ANSLOW
      & JACLIN, LLP
      (the
“Escrow
      Agent”).

     

     

    BACKGROUND

     

    WHEREAS,
      the
      Company and the Investor have entered into an Standby Equity Distribution
      Agreement (the “Standby
      Equity Distribution Agreement”)
      dated
      as of March 10, 2005, pursuant to which the Investor will purchase the
      Company’s Common Stock, par value US$0.005 per share (the “Common
      Stock”),
      at a
      price per share equal to the Purchase Price, as that term is defined in the
      Standby Equity Distribution Agreement, for an aggregate price of up to Twenty
      Five Million U.S. Dollars ($25,000,000). The Standby Equity Distribution
      Agreement provides that on each Advance Date the Investor, as that term is
      defined in the Standby Equity Distribution Agreement, shall deposit the Advance
      pursuant to the Advance Notice in a segregated escrow account to be held by
      Escrow Agent and the Company shall deposit shares of the Company’s Common Stock,
      which shall be purchased by the Investor as set forth in the Standby Equity
      Distribution Agreement, with the Escrow Agent, in order to effectuate a
      disbursement to the Company of the Advance by the Escrow Agent and a
      disbursement to the Investor of the shares of the Company’s Common Stock by
      Escrow Agent at a closing to be held as set forth in the Standby Equity
      Distribution Agreement (the “Closing”).

     

    WHEREAS,
      Escrow
      Agent has agreed to accept, hold, and disburse the funds and the shares of
      the
      Company’s Common Stock deposited with it in accordance with the terms of this
      Agreement.

     

    WHEREAS,
      in
      order to establish the escrow of funds and shares to effect the provisions
      of
      the Standby Equity Distribution Agreement, the parties hereto have entered
      into
      this Agreement.

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing, it is hereby agreed as follows:

     

    1. Definitions.
      The
      following terms shall have the following meanings when used herein:

     

    a. “Escrow
      Funds”
shall
      mean the Advance funds deposited with the Escrow Agent pursuant to this
      Agreement.

     

    b. “Joint
      Written Direction” shall
      mean a written direction
      executed by the Investor and the Company directing Escrow Agent to disburse
      all
      or a portion of the Escrow Funds or to take or refrain from taking any action
      pursuant to this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    c. “Common
      Stock Joint Written Direction”
shall
      mean a written direction
      executed by the Investor and the Company directing Investor’s Counsel to
      disburse all or a portion of the shares of the Company’s Common Stock or to
      refrain from taking any action pursuant to this Agreement.

     

    2. Appointment
      of and Acceptance by Escrow Agent.

     

    a. The
      Investor and the Company hereby appoint Escrow Agent to serve as Escrow Agent
      hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
      wire transfer of the Escrow Funds in accordance with Section 3 below, agrees
      to
      hold, invest and disburse the Escrow Funds in accordance with this
      Agreement.

     

    b. The
      Investor and the Company hereby appoint the Escrow Agent to serve as the holder
      of the shares of the Company’s Common Stock which shall be purchased by the
      Investor. The Escrow Agent hereby accepts such appointment and, upon receipt
      via
      D.W.A.C or the certificates representing of the shares of the Company’s Common
      Stock in accordance with Section 3 below, agrees to hold and disburse the shares
      of the Company’s Common Stock in accordance with this Agreement.

     

    


     

    3. Creation
      of Escrow Account/Common Stock Account.

     

    a. On
      or
      prior to the date of this Agreement the Escrow Agent shall establish an escrow
      account for the deposit of the Escrow Funds entitled as follows: Intrepid
      Technology & Resources, Inc./Cornell Capital Partners, LP. The Investor will
      wire funds to the account of the Escrow Agent as follows:

     

    
      	
              Bank:

            	
              Wachovia,
                N.A. of New Jersey

            
	
              Routing
                #:

            	
              031201467

            
	
              Account
                #:

            	
              2000013292968

            
	
              Name
                on Account:

            	
              Anslow
                & Jaclin Attorney Trust Account

            
	
              Name
                on Sub-Account:

            	
              Intrepid
                Technology & Resources, Inc./Cornell Capital Partners, LP Escrow
                account

            


    

    


    b. On
      or
      prior to the date of this Agreement the Escrow Agent shall establish an account
      for the D.W.A.C. of the shares of Common Stock. The Company will D.W.A.C. shares
      of the Company’s Common Stock to the account of the Escrow Agent as
      follows:

     

    
      	
              Brokerage
                Firm:

            	
              Sloan
                Securities Corp.

            
	
              Clearing
                House:

            	
              Fiserv

            
	
              Account
                #:

            	
              56887298

            
	
              DTC
                #:

            	
              0632

            
	
              Name
                on Account:

            	
              David
                Gonzalez Escrow Account

            


    

    



    
      
        
        

      

      
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    4. Deposits
      into the Escrow Account.
      The
      Investor agrees that it shall promptly deliver all monies for the payment of the
      Common Stock to the Escrow Agent for deposit in the Escrow Account.

     

    5. Disbursements
      from the Escrow Account.

     

    a. At
      such
      time as Escrow Agent has collected and deposited instruments of payment in
      the
      total amount of the Advance and has received such Common Stock via D.W.A.C
      from
      the Company which are to be issued to the Investor pursuant to the Standby
      Equity Distribution Agreement, the Escrow Agent shall notify the Company and
      the
      Investor. The Escrow Agent will continue to hold such funds until the Investor
      and Company execute and deliver a Joint Written Direction directing the Escrow
      Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which
      time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing
      such funds, Escrow Agent is authorized to rely upon such Joint Written Direction
      from Company and may accept any signatory from the Company listed on the
      signature page to this Agreement and any signature from the Investor that Escrow
      Agent already has on file. Simultaneous with delivery of the executed Joint
      Written Direction to the Escrow Agent the Investor and Company shall execute
      and
      deliver a Common Stock Joint Written Direction to the Escrow Agent directing
      the
      Escrow Agent to release via D.W.A.C to the Investor the shares of the Company’s
      Common Stock. In releasing such shares of Common Stock the Escrow Agent is
      authorized to rely upon such Common Stock Joint Written Direction from Company
      and may accept any signatory from the Company listed on the signature page
      to
      this Agreement and any signature from the Escrow Agent has on file.


     

    In
      the
      event the Escrow Agent does not receive the amount of the Advance from the
      Investor or the shares of Common Stock to be purchased by the Investor from
      the
      Company, the Escrow Agent shall notify the Company and the Investor.


     

    In
      the
      event that the Escrow Agent has not received the Common Stock to be purchased
      by
      the Investor from the Company, in no event will the Escrow Funds be released
      to
      the Company until such shares are received by the Escrow Agreement. For purposes
      of this Agreement, the term "Common Stock certificates” shall mean Common Stock
      certificates to be purchased pursuant to the respective Advance Notice pursuant
      to the Standby Equity Distribution Agreement.

     

    6. Deposit
      of Funds.
      The Escrow Agent is hereby authorized to deposit the wire transfer proceeds
      in
      the Escrow Account.

     

    7. Suspension
      of Performance: Disbursement Into Court.

     

    a. Escrow
      Agent.
      If at
      any time, there shall exist any dispute between the Company and the Investor
      with respect to holding or disposition of any portion of the Escrow Funds or
      the
      Common Stock or any other obligations of Escrow Agent hereunder, or if at any
      time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction,
      the proper disposition of any portion of the Escrow Funds or Escrow Agent’s
      proper actions with respect to its obligations hereunder, or if the parties
      have
      not within thirty (30) days of the furnishing by Escrow Agent of a notice of
      resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent
      to
      act hereunder, then Escrow Agent may, in its sole discretion, take either or
      both of the following actions:

     


    
      
        
        

      

      
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    i. Suspend
      the performance of any of its obligations (including without limitation any
      disbursement obligations) under this Escrow Agreement until such dispute or
      uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
      a successor Escrow Agent shall be appointed (as the case may be); provided
      however, Escrow Agent shall continue to invest the Escrow Funds in accordance
      with Section 8 hereof; and/or

     

    ii. Petition
      (by means of an interpleader action or any other appropriate method) any court
      of competent jurisdiction in any venue convenient to Escrow Agent, for
      instructions with respect to such dispute or uncertainty, and to the extent
      required by law, pay into such court, for holding and disposition in accordance
      with the instructions of such court, all funds held by it in the Escrow Funds,
      after deduction and payment to Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees) payable to, incurred by, or expected to be
      incurred by Escrow Agent in connection with performance of its duties and the
      exercise of its rights hereunder.

     

    iii. Escrow
      Agent shall have no liability to the Company, the Investor, or any person with
      respect to any such suspension of performance or disbursement into court,
      specifically including any liability or claimed liability that may arise, or
      be
      alleged to have arisen, out of or as a result of any delay in the disbursement
      of funds held in the Escrow Funds or any delay in with respect to any other
      action required or requested of Escrow Agent.

     

    8. Investment
      of Escrow Funds

     

    .
      The
      Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money
      market account. 

     

    If
      Escrow
      Agent has not received a Joint Written Direction at any time that an investment
      decision must be made, Escrow Agent may retain the Escrow Fund, or such portion
      thereof, as to which no Joint Written Direction has been received, in a
      non-interest bearing money market account. 

     

    9. Resignation
      and Removal of Escrow Agent.
      Escrow Agent may resign from the performance of its duties hereunder at any
      time
      by giving thirty (30) days’ prior written notice to the parties or may be
      removed, with or without cause, by the parties, acting jointly, by furnishing
      a
      Joint Written Direction to Escrow Agent, at any time by the giving of ten (10)
      days’ prior written notice to Escrow Agent as provided herein below. Upon any
      such notice of resignation or removal, the representatives of the Investor
      and
      the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
      appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
      trust company or other financial institution with a combined capital and surplus
      in excess of US$10,000,000.00. Upon the acceptance in writing of any appointment
      of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
      Agent shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Escrow Agent, and the retiring Escrow
      Agent shall be discharged from its duties and obligations under this Escrow
      Agreement, but shall not be discharged from any liability for actions taken
      as
      Escrow Agent hereunder prior to such succession. After any retiring Escrow
      Agent’s resignation or removal, the provisions of this Escrow Agreement shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
      shall
      transmit all records pertaining to the Escrow Funds and shall pay all funds
      held
      by it in the Escrow Funds to the successor Escrow Agent, after making copies
      of
      such records as the retiring Escrow Agent deems advisable and after deduction
      and payment to the retiring Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees) payable to, incurred by, or expected to be
      incurred by the retiring Escrow Agent in connection with the performance of
      its
      duties and the exercise of its rights hereunder.

     


    
      
        
        

      

      
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    10. Liability
      of Escrow Agent.

     

    a. Escrow
      Agent shall have no liability or obligation with respect to the Escrow Funds
      except for Escrow Agent’s willful misconduct or gross negligence. Escrow Agent’s
      sole responsibility shall be for the safekeeping, investment, and disbursement
      of the Escrow Funds in accordance with the terms of this Agreement. Escrow
      Agent
      shall have no implied duties or obligations and shall not be charged with
      knowledge or notice or any fact or circumstance not specifically set forth
      herein. Escrow Agent may rely upon any instrument, not only as to its due
      execution, validity and effectiveness, but also as to the truth and accuracy
      of
      any information contained therein, which Escrow Agent shall in good faith
      believe to be genuine, to have been signed or presented by the person or parties
      purporting to sign the same and conform to the provisions of this Agreement.
      In
      no event shall Escrow Agent be liable for incidental, indirect, special, and
      consequential or punitive damages. Escrow Agent shall not be obligated to take
      any legal action or commence any proceeding in connection with the Escrow Funds,
      any account in which Escrow Funds are deposited, this Agreement or the Standby
      Equity Distribution Agreement, or to appear in, prosecute or defend any such
      legal action or proceeding. Escrow Agent may consult legal counsel selected
      by
      it in the event of any dispute or question as to construction of any of the
      provisions hereof or of any other agreement or its duties hereunder, or relating
      to any dispute involving any party hereto, and shall incur no liability and
      shall be fully indemnified from any liability whatsoever in acting in accordance
      with the opinion or instructions of such counsel. The Company and the Investor
      jointly and severally shall promptly pay, upon demand, the reasonable fees
      and
      expenses of any such counsel and Escrow Agent is hereby authorized to pay such
      fees and expenses from funds held in escrow.

     

    b. The
      Escrow Agent is hereby authorized, in its sole discretion, to comply with orders
      issued or process entered by any court with respect to the Escrow Funds, without
      determination by the Escrow Agent of such court’s jurisdiction in the matter. If
      any portion of the Escrow Funds is at any time attached, garnished or levied
      upon under any court order, or in case the payment, assignment, transfer,
      conveyance or delivery of any such property shall be stayed or enjoined by
      any
      court order, or in any case any order judgment or decree shall be made or
      entered by any court affecting such property or any part thereof, then and
      in
      any such event, the Escrow Agent is authorized, in its sole discretion, to
      rely
      upon and comply with any such order, writ judgment or decree which it is advised
      by legal counsel selected by it, binding upon it, without the need for appeal
      or
      other action; and if the Escrow Agent complies with any such order, writ,
      judgment or decree, it shall not be liable to any of the parties hereto or
      to
      any other person or entity by reason of such compliance even though such order,
      writ judgment or decree may be subsequently reversed, modified, annulled, set
      aside or vacated. 

     


    
      
        
        

      

      
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    11. Indemnification
      of Escrow Agent.
      From and at all times after the date of this Agreement, the parties jointly
      and
      severally, shall, to the fullest extent permitted by law and to the extent
      provided herein, indemnify and hold harmless Escrow Agent and each director,
      officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
      the “Indemnified Parties”)
      against any and all actions, claims (whether or not valid), losses, damages,
      liabilities, costs and expenses of any kind or nature whatsoever (including
      without limitation reasonable attorney’s fees, costs and expenses) incurred by
      or asserted against any of the Indemnified Parties from and after the date
      hereof, whether direct, indirect or consequential, as a result of or arising
      from or in any way relating to any claim, demand, suit, action, or proceeding
      (including any inquiry or investigation) by any person, including without
      limitation the parties to this Agreement, whether threatened or initiated,
      asserting a claim for any legal or equitable remedy against any person under
      any
      statute or regulation, including, but not limited to, any federal or state
      securities laws, or under any common law or equitable cause or otherwise,
      arising from or in connection with the negotiation, preparation, execution,
      performance or failure of performance of this Agreement or any transaction
      contemplated herein, whether or not any such Indemnified Party is a party to
      any
      such action or proceeding, suit or the target of any such inquiry or
      investigation; provided, however, that no Indemnified Party shall have the
      right
      to be indemnified hereunder for liability finally determined by a court of
      competent jurisdiction, subject to no further appeal, to have resulted solely
      from the gross negligence or willful misconduct of such Indemnified Party.
      If
      any such action or claim shall be brought or asserted against any Indemnified
      Party, such Indemnified Party shall promptly notify the Company and the Investor
      hereunder in writing, and the and the Company shall assume the defense thereof,
      including the employment of counsel and the payment of all expenses. Such
      Indemnified Party shall, in its sole discretion, have the right to employ
      separate counsel (who may be selected by such Indemnified Party in its sole
      discretion) in any such action and to participate and to participate in the
      defense thereof, and the fees and expenses of such counsel shall be paid by
      such
      Indemnified Party, except that the Investor and/or the Company shall be required
      to pay such fees and expense if (a) the Investor or the Company agree to pay
      such fees and expenses, or (b) the Investor and/or the Company shall fail to
      assume the defense of such action or proceeding or shall fail, in the sole
      discretion of such Indemnified Party, to employ counsel reasonably satisfactory
      to the Indemnified Party in any such action or proceeding, (c) the Investor
      and
      the Company are the plaintiff in any such action or proceeding or (d) the named
      or potential parties to any such action or proceeding (including any potentially
      impleaded parties) include both Indemnified Party the Company and/or the
      Investor and Indemnified Party shall have been advised by counsel that there
      may
      be one or more legal defenses available to it which are different from or
      additional to those available to the Company or the Investor. The Investor
      and
      the Company shall be jointly and severally liable to pay fees and expenses
      of
      counsel pursuant to the preceding sentence, except that any obligation to pay
      under clause (a) shall apply only to the party so agreeing. All such fees and
      expenses payable by the Company and/or the Investor pursuant to the foregoing
      sentence shall be paid from time to time as incurred, both in advance of and
      after the final disposition of such action or claim. The obligations of the
      parties under this section shall survive any termination of this Agreement,
      and
      resignation or removal of the Escrow Agent shall be independent of any
      obligation of Escrow Agent.

     


    
      
        
        

      

      
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    12. Expenses/Fees
      of Escrow Agent.
      Except as set forth in Section 11 the Company shall reimburse Escrow Agent
      for
      all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel
      expenses, telephone and facsimile transmission costs, postage (including express
      mail and overnight delivery charges), copying charges and the like as outlined
      in Section 12.4 of the Standby Equity Distribution Agreement dated the date
      hereof. In addition, the Escrow Agent shall be paid a fee of $2,500 in
      consideration for acting as Escrow Agent. All of the compensation and
      reimbursement obligations set forth in this Section shall be payable by the
      Company, upon demand by Escrow Agent. The obligations of the Company under
      this
      Section shall survive any termination of this Agreement and the resignation
      or
      removal of Escrow Agent.

     

    13. Warranties.

     

    a. The
      Investor makes the following representations and warranties to the Escrow
      Agent:

     

    i. The
      Investor has full power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder.

     

    ii. This
      Agreement has been duly approved by all necessary action of the Investor,
      including any necessary approval of the limited partner of the Investor, has
      been executed by duly authorized officers of the Investor’s general partner,
      enforceable in accordance with its terms.

     

    iii. The
      execution, delivery, and performance of the Investor of this Agreement will
      not
      violate, conflict with, or cause a default under the agreement of limited
      partnership of the Investor, any applicable law or regulation, any court order
      or administrative ruling or degree to which the Investor is a party or any
      of
      its property is subject, or any agreement, contract, indenture, or other binding
      arrangement.

     

    iv. Mark
      A.
      Angelo has been duly appointed to act as the representative of Investor
      hereunder and has full power and authority to execute, deliver, and perform
      this
      Agreement, to execute and deliver any Joint Written Direction, to amend, modify,
      or waive any provision of this Agreement, and to take any and all other actions
      as the Investor’s representative under this Agreement, all without further
      consent or direction form, or notice to, the Investor or any other
      party.

     

    v. No
      party
      other than the parties hereto have, or shall have, any lien, claim or security
      interest in the Escrow Funds or any part thereof. No financing statement under
      the Uniform Commercial Code is on file in any jurisdiction claiming a security
      interest in or describing (whether specifically or generally) the Escrow Funds
      or any part thereof.

     

    vi. All
      of
      the representations and warranties of the Investor contained herein are true
      and
      complete as of the date hereof and will be true and complete at the time of
      any
      disbursement from the Escrow Funds.

     

    b. The
      Company makes the following representations and warranties to Escrow Agent
      and
      the Investor:

     

    i. The
      Company is
      a
      corporation duly organized, validly existing, and in good standing under the
      laws of the State of Idaho, and has full power and authority to execute and
      deliver this Agreement and to perform its obligations hereunder.

     


    
      
        
        

      

      
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    ii. This
      Agreement has been duly approved by all necessary corporate action of the
      Company, including any necessary shareholder approval, has been executed by
      duly
      authorized officers of the Company, enforceable in accordance with its
      terms.

     

    iii. The
      execution, delivery, and performance by the Company of this Escrow Agreement
      is
      in accordance with the Standby Equity Distribution Agreement and will not
      violate, conflict with, or cause a default under the articles of incorporation
      or bylaws of the Company, any applicable law or regulation, any court order
      or
      administrative ruling or decree to which the Company is a party or any of its
      property is subject, or any agreement, contract, indenture, or other binding
      arrangement.

     

    iv. Dr.
      Dennis D. Keiser has been duly appointed to act as the representative of the
      Company hereunder and has full power and authority to execute, deliver, and
      perform this Agreement, to execute and deliver any Joint Written Direction,
      to
      amend, modify or waive any provision of this Agreement and to take all other
      actions as the Company’s Representative under this Agreement, all without
      further consent or direction from, or notice to, the Company or any other
      party.

     

    v. No
      party
      other than the parties hereto shall have, any lien, claim or security interest
      in the Escrow Funds or any part thereof. No financing statement under the
      Uniform Commercial Code is on file in any jurisdiction claiming a security
      interest in or describing (whether specifically or generally) the Escrow Funds
      or any part thereof.

     

    vi. All
      of
      the representations and warranties of the Company contained herein are true
      and
      complete as of the date hereof and will be true and complete at the time of
      any
      disbursement from the Escrow Funds.

     

    14. Consent
      to Jurisdiction and Venue.
      In the event that any party hereto commences a lawsuit or other proceeding
      relating to or arising from this Agreement, the parties hereto agree that the
      United States District Court for the District of New Jersey shall have the
      sole
      and exclusive jurisdiction over any such proceeding. If all such courts lack
      federal subject matter jurisdiction, the parties agree that the Superior Court
      Division of New Jersey, Chancery Division of Hudson County shall have sole
      and
      exclusive jurisdiction. Any of these courts shall be proper venue for any such
      lawsuit or judicial proceeding and the parties hereto waive any objection to
      such venue. The parties hereto consent to and agree to submit to the
      jurisdiction of any of the courts specified herein and agree to accept the
      service of process to vest personal jurisdiction over them in any of these
      courts.

     

    15. Notice.
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed to have been validly served, given or delivered five (5) days after
      deposit in the United States mail, by certified mail with return receipt
      requested and postage prepaid, when delivered personally, one (1) day delivery
      to any overnight courier, or when transmitted by facsimile transmission and
      addressed to the party to be notified as follows:

     

    
      
        
        

      

      
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              If
                to Investor, to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, New Jersey 07302

            
	 	
              Attention: Mark
                Angelo

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	
              If
                to Escrow Agent, to: 

            	
              Anslow
                & Jaclin, LLP

            
	 	
              195
                Route 9, Suite 204

            
	 	
              Manalapan,
                NJ 07726

            
	 	
              Telephone: (732)
                409-1212

            
	 	
              Facsimile: (732)
                577-1188

            
	 	 
	
              If
                to 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 Nicholson Graham LLP

            
	 	
              201
                South Biscayne Boulevard - Suite 2000

            
	 	
              Miami,
                FL 33131-2399

            
	 	
              Attention: Clayton
                E. Parker, Esq.

            
	 	
              Telephone: (305)
                539-3300

            
	 	
              Facsimile: (305)
                358-7095

            


    

    


    Or
      to
      such other address as each party may designate for itself by like
      notice.

     

    16. Amendments
      or Waiver.
      This Agreement may be changed, waived, discharged or terminated only by a
      writing signed by the parties of the Escrow Agent. No delay or omission by
      any
      party in exercising any right with respect hereto shall operate as waiver.
      A
      waiver on any one occasion shall not be construed as a bar to, or waiver of,
      any
      right or remedy on any future occasion.

     

    17. Severability.
      To the extent any provision of this Agreement is prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition, or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Agreement.

     

    18. Governing
      Law.
      This Agreement shall be construed and interpreted in accordance with the
      internal laws of the State of New Jersey without giving effect to the conflict
      of laws principles thereof.

     

    19. Entire
      Agreement.
      This Agreement constitutes the entire Agreement between the parties relating
      to
      the holding, investment, and disbursement of the Escrow Funds and sets forth
      in
      their entirety the obligations and duties of the Escrow Agent with respect
      to
      the Escrow Funds.

     


    
      
        
        

      

      
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    20. Binding
      Effect.
      All of the terms of this Agreement, as amended from time to time, shall be
      binding upon, inure to the benefit of and be enforceable by the respective
      heirs, successors and assigns of the Investor, the Company, or the Escrow
      Agent.

     

    21. Execution
      of Counterparts.
      This Agreement and any Joint Written Direction may be executed in counter parts,
      which when so executed shall constitute one and same agreement or
      direction.

     

    22. Termination.
      Upon the first to occur of the termination of the Standby Equity Distribution
      Agreement dated the date hereof or the disbursement of all amounts in the Escrow
      Funds and Common Stock into court pursuant to Section 7 hereof, this Agreement
      shall terminate and Escrow Agent shall have no further obligation or liability
      whatsoever with respect to this Agreement or the Escrow Funds or Common
      Stock.

     

    


    


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    IN
      WITNESS WHEREOF
      the
      parties have hereunto set their hands and seals the day and year above set
      forth.

     

    
      	 	
              INTREPID
                TECHNOLOGY & RESOURCES, INC.

            
	 	 
	 	
              By:
                /s/ Dr. Dennis D. Keiser     

            
	 	
              Name:
                Dr. Dennis D. Keiser

            
	 	
              Title: President
                & CEO

            
	 	 
	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, LP

            
	 	 
	 	
              By: Yorkville
                Advisors, LLC

            
	 	
              Its: General
                Partner

            
	 	 
	 	
              By:
                /s/ Mark A. Angelo      

            
	 	
              Name: Mark
                A. Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 
	 	 
	 	
              ANSLOW
                & JACLIN, LLP

            
	 	 
	 	
              By: /s/
                Gregg E. Jaclin, Esq.     

            
	 	
              Name: Gregg
                E. Jaclin, Esq.

            
	 	
              Title: Partner

            


    

    


    


    
      
        
        

      

      
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