EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of June 1,
2002,  by and between Intercell International Corporation (the "Corporation"), a
Nevada  corporation,  and  Paul  H.  Metzinger, an individual with his principal
business  address  at 370 Seventeenth Street, Suite 3640, Denver, Colorado 80202
(the  "Executive");

     1.   EMPLOYMENT AND TERM.

               (a)  Employment.  The  Company  hereby  employs  Executive  and
     Executive  hereby accepts such employment, in the capacity of President and
     Chief  Executive  Officer  of the Corporation to act in accordance with the
     terms  and  conditions  hereinafter  set  forth.

               (b)  Term.  Executive's  employment  hereunder  shall  be  for an
     initial  term  of  one year (the "Initial Term") commencing on June 1, 2002
     (the  "Effective  Date")  and  terminating  on May 31, 2003, subject to the
     extension  or  earlier  expiration  of the Initial Term as provided in this
     Agreement.  Within  forty-five  (45) days of May 31, 2003 the Corporation's
     Board of Directors (the "Board") shall review Executive's performance under
     this  Agreement and, in its sole discretion, renew the Agreement for a term
     of  one  year  (a  "Renewal  Term") commencing on the first day immediately
     following  the  Expiration Date (as defined below). The board shall provide
     Executive  written  notice  of  its  decision  to  renew  or not renew this
     Agreement  at  least  30  days  prior to the date of this Agreement expires
     under  the Initial Term of any Renewal Term (the "Expiration Date"). If the
     Board  fails to provide Executive with such written notice, within the time
     period  set  forth  above,  the Agreement shall terminate on the Expiration
     Date  of the Initial Term or Renewal Term, as the case may be. Whenever the
     word  "Term" is used in this Agreement is shall refer to either the Initial
     Term  or  the  Renewal  Term,  as  the  case  may  be.

               (c)  Location  of  Employment.  Effective  upon  the date of this
     Agreement,  and  through the Initial Term the Corporation shall maintain an
     office  for  Executive  at  370  Seventeenth  Street,  Suite  3640, Denver,
     Colorado  80202,  or  such  other  location  upon which the Corporation and
     Executive  shall mutually agree at which location Executive shall carry out
     his  duties.

     2.   DUTIES.

               (a)  During  the  period  of  employment as provided in Paragraph
     1(b) hereof, Executive shall serve as President and Chief Executive Officer
     of  the  Corporation,  and shall have all powers and duties consistent with
     such  position  subject  to  the  direction of the Board. Such duties shall
     include,  without  limitation,  the  following:

               (i)  Chief  Executive  Officer and president. The Chief Executive
               Officer  and  President's  primary  duties  and  responsibilities
               consist  of  the following: establishing, with the primary advice
               of  the  Chief Financial Officer and Chief Operations Officer the
               Corporation's  business  plan  and  strategy.  This  Officer will
               primarily  be  responsible  for  dealing  with  the Corporation's
               securities,  intellectual  property  and  other  counsel,


<PAGE>
               Corporation's  auditors,  transfer  agencies,  investment banking
               firms, banks, financial institutions, the Securities and Exchange
               Commission,  the  National  Association of Securities Dealers and
               other  regulatory  authorities.  In addition, the Chief Executive
               Officer  and  President  will  be  responsible  for  dealing with
               persons  of  similar  position  on  major corporate transactions,
               acquisitions,  reorganizations  and  similar types of activities.

               (b)  Executive  shall  devote a minimum of 15 hours a week of his
     entire  professional time, attention and energy exclusively to the business
     and  affairs  of  the Corporation and its subsidiaries, as its business and
     affairs  now  exist  and  as  they  hereafter may be changed, and shall not
     during  the  term  of  his  employment  hereunder  be  engaged in any other
     business activity whether or not such business activity is pursued for gain
     or  profit.  The  foregoing  shall not be construed as preventing Executive
     from  (a) managing his personal investments or investing his assets in such
     form  or manner as will not require any significant services on his part in
     the  operation  of  the affairs of the businesses or entities in which such
     investments  are  made, provided Executive shall not invest in any business
     competitive with the Corporation and its affiliates, except those companies
     whose  securities  are  listed  on a national securities exchange or quoted
     daily  in  the  Over-the-Counter  Market  listing  of  the  The Wall Street
     Journal; or (B) preclude Executive from continuing to serve on the board of
     directors  of  any  business  corporation or any charitable organization on
     which  he  now  serves  and  which has been disclosed to the Corporation in
     writing  or,  subject  to  the  prior approval of the Board, from accepting
     employment  to additional board of directors, provided that such activities
     do  not  materially  interfere  with  the performance of Executive's duties
     hereunder.

               (c)  Executive  further  agrees  that  during  the  term  of  his
     employment  under  this  Agreement  he  will engage in no business or other
     activities, directly or indirectly, which are or may be competitive with or
     which  might  place  him in a competing position to that of the Corporation
     and  its  affiliates  without  obtaining  the  prior written consent of the
     Board,  including,  without  limitation,  the solicitation or acceptance of
     consulting work from clients of the Corporation and its affiliates for whom
     he  has performed services by virtue of this Agreement or who he has met in
     connection  with  his  employment  under  this  Agreement.


3.   COMPENSATION.

               (a)  Base  Salary.  For  services  performed by Executive for the
     Corporation  pursuant  to  this  Agreement during the Term, the Corporation
     shall  pay  Executive a base salary at the rate of $75,000.00 per year (the
     "Base  Salary"),  payable  upon the occurrence of one of the following: (i)
     the  closure  of financing by the Corporation in an amount equal or greater
     than  $500,000  or  (ii)  the  closure  of  an acquisition or merger by the
     Corporation.  The  Base  Salary  will  be  payable  in  accordance with the
     Corporation's  normal  payroll  practices  but in no event less than once a
     month. Any compensation paid to Executive under any additional compensation
     or  incentive  plan of the Corporation, or that may be otherwise authorized
     from  time to time by the Board, shall be in addition to the base salary to
     which  Executive  shall  be  entitled  under  this  Agreement.

               (b)  Tax  Withholding.  The  Corporation  shall  provide  for the
     withholding  of  any  taxes  required  to be withheld by federal, state and


<PAGE>
     local  law  with respect to any payment in cash, shares of capital stock or
     other  property  made  by  or  on  behalf  of the corporation to or for the
     benefit  of  Executive  under  this Agreement or otherwise. The Corporation
     may, at its option: (I) withhold such taxes from any cash payments owing to
     the  Corporation to Executive, including any payments owing under any other
     provision  of  this  Agreement,  (ii)  require  Executive  to  pay  to  the
     Corporation  in  cash  such  amount  as  may  be  required  to satisfy such
     withholding  obligations or (iii) make other satisfactory arrangements with
     Executive  to  satisfy  such  withholding  obligations.

     4.   BENEFITS.  In  addition  to  the  base Salary, Executive shall also be
entitled  to  the  following:

          (a)  Participation  in  Benefit  Plans. Executive shall be entitled to
     participate  in  the  various  retirement,  welfare,  fringe benefit, group
     long-term  disability  plans and other executive perquisite plans, programs
     and  arrangements  of  the Corporation available for senior executive level
     officers  of  the Corporation. Executive and his dependents, at Executive's
     request shall be enrolled in the Corporation's health, life, disability and
     other  insurance  plans  and  programs immediately upon his commencement of
     employment  hereunder.

               (b)  Vacation  and Sick Leave. Executive shall be entitled to two
     weeks  of vacation during each calendar year during which this Agreement is
     in  effect,  or  such  greater period as the Board may approve, and to paid
     holidays  given  by  the  Corporation  to its domestic employees generally,
     without  reduction  in  salary  or  other benefits. Executive shall also be
     entitled  to  sick  leave  according  to  the  sick leave policy, which the
     Corporation  may  adopt  from  time  to  time.

               (c)  Basic  Stock  Option. Executive shall be eligible for grants
     of  stock  options  in  accordance with the Corporation's 1998 Stock Option
     Plan  or  such  other  stock  option  plan  developed  by  the  Board.

               (d)  Expenses.  The  Corporation  shall reimburse Executive, upon
     proper  accounting,  for  reasonable  business  expenses  and disbursements
     incurred  by  him in the course of the performance of his duties under this
     Agreement  and  in  accordance with the Corporation's policies as in effect
     from  time  to  time.

               (e)  Proration  of  Benefits. Any payments or benefits hereunder,
     in  any year during which Executive is employed by the Corporation for less
     than  the  entire  year  shall, unless otherwise provided in the applicable
     plan  or  arrangement, be prorated in accordance with the number of days in
     such  year  during  which  Executive  is  employed  by  the  Corporation.

     5.   INDEMNIFICATION  AND  INSURANCE.  Executive  shall  be entitled to the
maximum indemnification provided by the Bylaws and the Articles of Incorporation
of  the  Corporation for officers and employees of the Corporation.  Executive's
rights  under this Paragraph shall continue without time limit so long as he may
be  subject  to  any  such  liability, whether or not the Term of employment has
ended.  The  Corporation  shall  obtain  and  maintain,  in effect, officers and
directors liability insurance in an amount not less than $1,000,000 without time
limit  so long as Executive may be subject to any such liability, whether or not
the  Term  of  employment  has  ended.


<PAGE>
     6.   REPRESENTATIONS  AND  WARRANTIES  OF  EXECUTIVE.  Executive  hereby
represents  and  warrants  to the Corporation that (a) Executive's execution and
delivery  of  this  Agreement  and his performance of his duties and obligations
hereunder  will not conflict with, or cause a default under, or give any party a
right  to damages under, or to terminate, any other agreement to which Executive
is  a  party  or  by  which  he  is  bound,  and  (b) there are no agreements or
understandings  that  would  make  unlawful Executive's execution or delivery of
this  Agreement  or  his  employment  hereunder.

     7.   REPRESENTATIONS  AND  WARRANTIES  OF  THE CORPORATION. The Corporation
hereby  represents  and  warrants  to  Executive  as  follows:

          (a)  The  Corporation  is  duly  organized  and  established  as  a
     corporation  under  the  laws  of the State of Nevada and has all requisite
     power  and  authority  to  enter  into  this  agreement  and to perform its
     obligations hereunder. The consummation of the transactions contemplated by
     this  Agreement  will neither violate nor be in conflict with any agreement
     or  instrument to which the Corporation is a party or by which it is bound.

          (b)  The execution, delivery and performance of this Agreement and the
     transactions  contemplated  hereby have been duly and validly authorized by
     all  requisite  corporate  action  on  the  part of the Corporation and are
     valid,  legal  and  binding  obligations of the Corporation, enforceable in
     accordance with their terms except as may be limited by the laws of general
     application relating to bankruptcy, insolvency, moratorium or other similar
     laws  relating  to  or  affecting the enforcement or creditors' rights, and
     rules  of  law  governing  specific performance, injunctive relief or other
     equitable  remedies.

     8.   TERMINATION.

          (a)  Cause.  The  Corporation  may terminate Executive's employment at
     any time for Cause (as defined herein), by reason of Disability (as defined
     herein),  or  without  Cause;  provided,  however,  that  for  any  reason
     constituting  Cause,  Executive  is given (x) reasonable notice ("Notice of
     Termination  for  Cause")  setting  forth the reasons for the Corporation's
     intention to terminate for Cause and the effective date of such termination
     (which  effective  date may be the date of such notice), (y) an opportunity
     for  Executive,  together  with  his  counsel, to be heard before the Board
     within two weeks of such notice and (z) within five (5) business days after
     Executive's  hearing before the Board, written notice to Executive from the
     Board  of  its  good  faith determination that the reasons specified in the
     Notice of Termination for Cause constitute Cause under this Paragraph 8(a),
     and  that  Executive's  employment  is  terminated effective as of the date
     specified  in  the  Notice  of Termination for Cause. Executive's rights to
     receive  his salary and benefits hereunder shall not be affected during the
     period  between  the receipt of the Notice of Termination for Cause and the
     determination,  if  any,  by  the  Board that the reasons specified in such
     notice  constituted  Cause.  For purposes of this Agreement, "Cause" means:

               (i)  Executive  commits  a  breach  of  any material term of this
          Agreement,  or  any  material  obligation of the Corporation, and such
          breach constitutes gross negligence or willful misconduct and, if such
          breach  is capable of being cured, Executive Fails to cure such breach
          within  30  days  of  notice  of  such  breach;


<PAGE>
               (i)  Executive  is  convicted  of,  or  pleads  guilty  or  nolo
          contendere  to  a  felony;

               (ii) Executive's  commission  of  any  act  that  would cause any
          license  of  the  Corporation  or its subsidiaries or affiliates to be
          revoked,  suspended,  or  not  be  renewed  after  proper application;

               (iv) gross  negligence  in  the performance of Executive's duties
          and  responsibilities;

               (v)  refusal of Executive to follow proper and achievable written
          direction  of  the  Board,  provided  that  this shall not be Cause if
          Executive  in  good  faith  believes  the  direction  to  be  illegal,
          unethical  or  immoral  and  so  notifies  the  Board;

               (vi) material  fraud or dishonesty with regard to the Corporation
          (other  than  good  faith  expense  account  disputes);  or

               (vii)  continuous  refusal  to  attempt  to  perform  Executive's
          responsibilities  and  duties  after  written  notice.

          (b)  Good  Reason.  Executive may terminate his employment at any time
     for  any  of  the following reasons (each of which is referred to herein as
     "Good  Reason")  by  giving the Corporation notice of the effective date of
     such  termination  (which  effective  date may be the date of such notice):

               (i) the Corporation commits a breach of any material term of this
          Agreement  and,  if  such  breach  is  capable  of  being  cured,  the
          Corporation  fails  to  cure  such breach within 30 days of receipt of
          notice  of  such  breach;  or

               (ii)  a material change of position, duties or the assignments of
          duties  materially inconsistent with Executive's position as Executive
          Officer  of  the  Corporation.

          (c)  Change  in  Control.  Executive may, at his option, terminate his
     employment  upon  a  "Change  in  Control." For purposes of this Agreement,
     "Change  of  Control"  shall  mean:

               (i)  the obtaining by any party of fifty percent (50%) of more of
          the  voting shares of the Corporation pursuant to a "tender offer" for
          such  shares  as  provided  under  Rule  14d-2  promulgated  under the
          Securities  Exchange  Act of 1934, as amended (the "Exchange Act"), or
          any  subsequent comparable federal rule or regulation governing tender
          offers;  or

               (ii)  individuals who were members of the Board immediately prior
          to  any  particular  meeting  of  the Corporation's shareholders which
          involves  a contest for the election of directors fail to constitute a
          majority  of  the  members  of  the  Board following such election; or

               (iii)  the  Corporation's  executing  an agreement concerning the
          sale  of substantially all of its assets to a purchaser which is not a
          subsidiary;  or

               (iii)  the  Corporation's  adoption  of  a plan of dissolution or
          liquidation;


<PAGE>
               (v)  the Corporation's executing an agreement concerning a merger
          of consolidation involving the Corporation in which the Corporation is
          not the surviving corporation or if, immediately following such merger
          or  consolidation,  less  than  fifty  percent  (50%) of the surviving
          corporation's  outstanding  voting  stock  is  held by persons who are
          stockholders  of  the  Corporation immediately prior to such merger of
          consolidation.

     (d)  Executive's  Rights  to  Terminate.  Executive  may,  at  his  option,
terminate  his  employment  hereunder for any reason upon 60 days' prior written
notice  to  the  Corporation.

     (e)  Death.  This  Agreement shall terminate automatically upon Executive's
death.

     (f)  Disability.  The  term  "Disability"  as  used  in  connection  with
termination of the employment of Executive shall mean the inability of Executive
to substantially perform his material duties hereunder due to physical or mental
disablement  which  continues for a period of six (6) consecutive months, during
the term of employment (during which six (6) month period Executive's salary and
benefits  shall  continue)  as  determined by an independent qualified physician
mutually  acceptable  to  the  Corporation  and  Executive  (or  his  personal
representative).  Notwithstanding  the  above,  in  the  event  of  Disability,
Executive  shall  be  entitled  to  participate  in  and  be  covered  by  the
Corporation's  group  health  plan  until  Executive  is  able  to obtain health
insurance  on  substantially  the  same  terms and conditions as provided in the
Corporation's  group  health  plan; provided, however, that if the Corporation's
group  health  plan  does  not  allow  Executive  and his dependents to continue
coverage,  then  the  Corporation  and  Executive  agree to negotiate a mutually
satisfactory alternative to provide Executive with the benefits intended by this
Paragraph  8(f).

     (g)  Without  Cause.  The  Corporation  may,  at  its  option,  terminate
Executive's  employment  without  Cause  at  any  time  upon  written  notice to
Executive.

     (h)  Date  of  Termination.  For purposes of this Agreement, the term "Date
of  Termination" shall mean the date that any party gives notice, through action
or  otherwise, that it intends to terminate this Agreement pursuant to the terms
hereof or the date, if any, specified by the terminating party in such notice as
the  effective  date  of  termination;  provided,  however,  with  respect  to
termination  for  Cause, the Date of Termination shall be the date of receipt by
Executive of written notice form the Board as required by Paragraph 8(a) hereof.
In  addition,  where  Executive gives notice to terminate this Agreement and the
effective  date  of  termination is other than the date the Corporation receives
notice  of  termination,  the  Corporation  reserves the right to accelerate the
Termination Date to the date Executive notified the Corporation of his intent to
terminate  this  Agreement.

     9.   OBLIGATIONS  OF  THE  CORPORATION  UPON  TERMINATION.

          (a)  Without  cause  or  for  Good  Reason.  If  the Corporation shall
     terminate  Executive's  employment  without  Cause  or  if  Executive shall
     terminate  his  employment  for Good Reason, this Agreement shall terminate
     without  further  obligation  to  Executive  hereunder,  other  that  the
     obligation  (i)  to  continue  to  pay  Executive  in  accordance  with the
     Corporation's  normal  payroll  payment procedures his Base Salary from the
     Date  of  Termination  at  the  rate  in  effect on the Date of Termination
     through the next anniversary of the Effective Date; and (ii) to continue to
     provide Executive with the


<PAGE>
     benefits  set  forth  in Paragraph 4(a) through the next anniversary of the
     Effective  Date.

          (b)  Voluntary.  If Executive terminates his employment for other than
     Good  Reason  (a  "Voluntary  Termination"), this Agreement shall terminate
     without  further  obligation  to  Executive  hereunder,  other  than  the
     obligation  (i)  to  continue  to  pay  Executive  in  accordance  with the
     Corporation's normal payroll payment procedures his Base Salary through the
     Date of Termination at the rate in effect on the Date Termination; and (ii)
     to  continue  to  provide  Executive with benefits of the type described in
     Paragraph  4(a)  through  the  day  preceding  the  Date  of  Termination.

          (c)  Cause.  If  Executive's  employment  shall  be  terminated by the
     Corporation for "Cause" the Corporation shall continue to pay Executive his
     Base  Salary through the Date of Termination at the rate in effect upon the
     Date  of  Termination.  Thereafter,  the  Corporation shall have no further
     obligation  to  Executive.

          (d)  Death.  If  Executive's  employment  is  terminated  by reason of
     Executive's  death,  the  corporation  shall  pay  to  Executive's heirs or
     estate,  the  Base  Salary at the rate in effect on the day preceding death
     through  the  next  anniversary  of  the  Effective  Date, in one lump sum,
     payable  within  sixty  days  of  the  date  of  death.

          (e)  Disability.  If Executive's employment is terminated by reason of
     Disability,  the  Corporation  shall  (i)  continue  in accordance with the
     Corporation's  normal  payroll payment procedures to pay Executive his Base
     Salary  form  the  Date of Termination at the rate in effect on the Date of
     Termination,  through the next anniversary of the Effective Date; provided,
     however,  that  if  an  event or condition is determined to be the cause of
     Disability,  by  an independent qualified physician acceptable to Executive
     and  the Corporation, and such event or condition occurs at any time in the
     last  six  months  of  the Term, then the Corporation shall continue to pay
     Executive  his  Base  Salary  in  accordance  with the Corporation's normal
     payroll procedures for a period of Six (6) months beyond the Term; and (ii)
     continue  to  provide  Executive  with  benefits  of  the type described in
     Paragraph  4(a)  through  the  next  anniversary  of  the  Effective  Date;
     provided,  however,  that  if  the Corporation's group health plan does not
     allow  Executive  and  his  dependents  to  continue  coverage,  then  the
     Corporation  and  Executive  agree  to  negotiate  a  mutually satisfactory
     alternative  to  provide  Executive  with  the  benefits  intended  by this
     Paragraph  9(e).

          (f)  Change  of Control. If Executive terminates his employment within
     90  days  following a Change of Control, the Corporation shall (i) continue
     in  accordance  with the Corporation's normal payroll payment procedures to
     pay  Executive  his  Base  Salary  at  the  rate  in  effect on the Date of
     Termination  through  the  next anniversary of the Effective Date; and (ii)
     continue  to  provide  Executive  with  benefits  of  the type described in
     Paragraph  4(a)  through  the  day  preceding  the  Date  of  Termination.

     10.  NON-COMPETITION.  Executive  acknowledges  and  recognizes  the highly
competitive  nature  of  the  Corporation  and  its  affiliates  and  Executive
accordingly  covenants and agrees, that at all times for a period of twelve (12)
consecutive months subsequent to the end of the Term or the Date of Termination,
whichever  occurs  earlier,  as  follows:


<PAGE>
               (a)  Executive will not directly or indirectly own, manage,
     operate, finance, join control or participate in the ownership, management,
     organization , financing or control of, or be connected as an officer,
     director, employee, partner, principal, agent, representative, consultant
     or otherwise with any business or enterprise engaged in a business the same
     as or substantially similar to the business of the Corporation and its
     affiliates except as a holder of fewer that 5% of the outstanding shares or
     other equity interests of a company whose shares or other equity interests
     are registered under Section 12 of the Exchange Act.

               (b)  Executive will not directly or indirectly induce any
     employee of the Corporation or any of its affiliates to engage in any
     activity in which Executive is prohibited from engaging by subparagraph (a)
     above or to terminate their employment with the corporation or any of its
     affiliates, and will not directly or indirectly employ or offer employment
     to any person who was employed by the Corporation or any of its affiliates
     unless such person shall have been terminated without cause or ceased to be
     employed by any such entity for a period of at least 12 months.

               (c)  Executive will not use or permit his name to be used in
     connection with any business or enterprise engaged in the business the same
     as or similar to Corporation or its affiliates or any other business
     engaged in by Corporation or any of its affiliates.

               (d)  Executive will not use the name of the Corporation or any
     name similar thereto, but nothing in this clause shall be deemed, by
     implication, to authorize or permit use of such name after expiration of
     such period.

               (e)  Executive will not make any statement or take any action
     intended to impair the goodwill or the business reputation of the
     Corporation or any of is affiliates, or to be otherwise detrimental to the
     interests of the Corporation or any of its affiliates, including any action
     or statement intended, directly or indirectly, to benefit a competitor of
     the Corporation or any of its affiliates, except as may be required by
     applicable law or by a local, state or federal regulatory agency.

               (f)  Executive will not (a) disclose any customer lists or any
     part thereof to any person, firm, corporation, association or other entity
     for any reason or purpose whatsoever; (b) assist in obtaining any of the
     Corporation's customers for any other similar business; (c) encourage any
     customer to terminate, change or modify its relationship with the
     Corporation; or (d) solicit or divert or attempt to solicit or divert the
     Corporation's customers.

               (g)  The Corporation shall have the right, subject to applicable
     law, to inform any other third party that the Corporation reasonably
     believes to be, or to be contemplating participating with Executive or
     receiving from Executive properties of the Corporation


<PAGE>
     in violation of this Agreement and of the rights of the Corporation
     hereunder, and that participation by any such third party with Executive in
     activities in violation of this Paragraph 10 may give rise to claims by the
     Corporation against such third party;

               (h)  Executive and the Corporation agree that in light of the
     specialized nature of the industry and the national-customer base of the
     Corporation's business, that the restrictions set forth in this Paragraph
     10 shall apply to Executive within the territory of the United States of
     America. It is expressly understood and agreed that although Executive and
     the Corporation consider the restriction contained in the Paragraph 10 to
     be reasonable, if a final judicial determination is made by a court of
     competent jurisdiction that the time or territory or any other restriction
     contained in this Agreement is an unenforceable restriction against
     Executive, the provisions of this Agreement shall not be rendered void but
     shall be deemed amended to apply as to such maximum time and territory and
     to such maximum intent as such court may judicially determine or indicate
     to be enforceable. Alternatively, if any court of competent jurisdiction
     finds that any restriction contained in this Agreement is unenforceable,
     and such restriction cannot be amended so as to make it enforceable, such
     finding shall not affect the enforceability of any of the other
     restrictions contained herein; provided, however that the provisions of
     this Paragraph 10 shall not apply if Executive is terminated without Cause
     or Executive terminates for Good Reason.

               (i)  The failure of Executive to abide by the provisions of this
     Paragraph 10 shall be deemed a material breach of this Agreement. The
     primary purpose of the covenant not to compete is the Corporation's
     legitimate interest in protecting its economic welfare and business
     goodwill. The Corporation and the Executive further agree that this
     covenant shall in no way be construed as a mere limitation on competition
     nor shall it be construed as a restraint on Executive's right to engage in
     a common calling.

     11.  PROPRIETARY INFORMATION. Executive agrees that at all times during
the Term of this Agreement and after Executive is no longer employed by the
Corporation, Executive shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit on any
person, firm, association or company other than the Corporation, any Proprietary
Information.  "Proprietary Information" means information relating to the
properties, prospects, products, services or operations of the Corporation or
any direct or indirect affiliate thereof that is not generally known, is
proprietary to the Corporation or such affiliate and is made known to Executive
or learned or acquired by Executive while in the employ of the Corporation,
including, by way of illustration, but not limitation, information concerning
trade secrets, processes, structures, formulae, data and know-how, improvements,
inventions, product concepts, techniques, marketing plans, strategies,
forecasts, customer lists and information about the Corporation's employees


<PAGE>
and/or consultants (including, without limitation, the compensation, job
responsibility and job performance of such employees and/or consultants).
However, Proprietary Information shall not include (i) at the time of disclosure
to Executive such information that was in the public domain or later entered the
public domain other than as result of a beach of an obligation herein; or (ii)
subsequent to disclosure to Executive, Executive received such information form
a third party under no obligation to maintain such information in confidence,
and the third party came into possession of such information other than as a
result of a breach of an obligation herein.  All materials or articles of
information of any kind furnished to Executive by the Corporation or developed
by Executive in the course of his employment thereunder are and shall remain the
sole property of the Corporation; and if the Corporation requests the return of
such information at any time during, upon or after the termination of
Executive's employment hereunder, Executive shall immediately deliver the same
to the Corporation.

     12. OWNERSHIP OF PROPRIETARY INFORMATION.  Executive agrees that all
Proprietary Information shall be the sole property of the Corporation and its
assigns, and the Corporation and its assigns shall be the sole owner of all
licenses and other rights in connection with such proprietary Information.  At
all times during the Term of this Agreement and after Executive is no longer
employed by the Corporation, Executive will keep the strictest confidence and
trust all Proprietary Information and will not use or disclose such Proprietary
Information, or anything relating to such information, without the prior written
consent of the Corporation, except as many be necessary in the ordinary course
of performing his duties under this Agreement.

     13.  DOCUMENTS AND OTHER PROPERTY.  All materials or articles of
information of any kind furnished to Executive in the course of his employment
hereunder are and shall remain the sole property of the Corporation; and if the
Corporation requests the return of such information at any time during, upon or
after the termination of Executive's employment hereunder, Executive shall
immediately deliver the same to the Corporation.  Executive will not, without
the prior written consent of the Corporation, retain any documents, data or
property, or any reproduction thereof of any description, belonging to the
Corporation or pertaining to any Proprietary Information.

     14.  THIRD-PARTY INFORMATION.  The Corporation from time to time receives
from third parties confidential or proprietary information subject to a duty on
the Corporation's part to maintain the confidentiality of such information and
to use it only for certain limited purposes ("Third-party Information").  At all
times, until after the later of (a) the Expiration Date, (b) the fifth
anniversary of the Date of Termination or (c) the period of time the Corporation
must maintain the Third-Party Information as confidential, Executive will hold
Third-Party Information in the strictest confidence and will not disclose or use
Third-Party Information except as permitted by the agreement between the
Corporation and such third party.

     15.  INTELLECTUAL PROPERTY.  Any and all improvements, inventions, designs,
ideas, works of authorship, copyrightable works, discoveries,


<PAGE>
trademarks, copyrights, trade secrets, formulae, processes, techniques,
know-how, and data, whether or not patentable (collectively "Products"), made or
conceived or reduced to practice or learned by Executive, either along or
jointly with others, during the period of Executive's employment (whether or not
during normal working hours) that are related to or useful in the actual or
anticipated business of the Corporation, or result from tasks assigned Executive
by the Corporation or result from Executive's use of premises or equipment
owned, leased, or contracted for by the Corporation (a) during the period of
this Agreement, or (b) within a period of one year after the Date of
Termination, which may be directly or indirectly useful in, or relate to, the
business of the Corporation, shall be promptly and fully disclosed by Executive
to the Board and, if such intellectual property was made, developed or created
pursuant to Executive's employment hereunder, such intellectual property shall
be the Corporation's exclusive property as against Executive, and Executive
shall promptly deliver to an appropriate representative of the Corporation as
designated by the Board all papers, drawings, models, data and other material
relating to any invention made, developed or created by him as aforesaid.
Executive shall, at the request of the Corporation and without any payment
therefor, execute any documents necessary or advisable in the opinion of the
Corporation's counsel or direct issuance of patents or copyrights to the
Corporation with respect to such Products as are to be the Corporation's
exclusive property as against Executive or to vest in the Corporation title to
such Products as against executive. The expense of securing any such patent or
copyright shall be borne by the Corporation. Executive shall be compensated, in
accordance with the Corporation's "Creative Awards" standard policy, for all
Products created or developed by the Executive either prior to his employment
(if delivered to the Corporation) or during the term of his Employment.

     16.  EQUITABLE RELIEF.  Executive acknowledges that, in view of the nature
of the business in which the Corporation is engaged, the restrictions contained
in paragraphs 10 through 15, inclusive (the "Restrictions") are reasonable and
necessary in order to protect the legitimate interest of the Corporation, and
that any violation thereof would result in irreparable injuries to the
Corporation, and Executive therefor further acknowledges that, if Executive
violates, or threatens to violate, any of the Restrictions, the Corporation
shall be entitled to obtain from any court of competent jurisdiction, without
the posting of any bond or other security, preliminary and permanent injunctive
relief as well as damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies in law or equity to which the
Corporation may be entitled.

     17. BINDING EFFECT.  This Agreement shall be binding upon and inure to the
benefit of the heirs and representatives of Executive and the successors and
assigns of the Corporation.  The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation or otherwise) to all or a
significant portion of its assets, by agreement in form and substance
satisfactory to Executive, expressly to


<PAGE>
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform this Agreement if no
such succession had taken place. Regardless whether such agreement is executed,
this Agreement shall be binding upon any successor of the Corporation in
accordance with the operation of law and such successor shall be deemed the
"Corporation," for purposes of this Agreement.

     18.  NOTICES.  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, addressed as follows:

          (a)  if to the Board or the Corporation, to:

          Intercell International Corporation
          370 Seventeenth Street, Suite 3640
          Denver, Colorado 80202
          Attention: Board of Directors

          (b)  if to Executive:

          Paul H. Metzinger
          370 Seventeenth Street, Suite 3640
          Denver, Colorado 80202

Such addresses may be changed by written notice sent to the other party at the
last recorded address of that party.

     19.  ARBITRATION OF ALL DISPUTES.

          (a)  Any controversy or claim arising out of or relating to this
     Agreement or the breach thereof (including the arbitrability of any
     controversy or claim), shall be settled by arbitration in the City of
     Denver in accordance with the laws of the State of Colorado by three
     arbitrators, one of whom shall be appointed by the Corporation, one by
     Executive and the third of whom shall be appointed by the first two
     arbitrators. If the first two arbitrators cannot agree on the appointment
     of a third arbitrator, then the third arbitrator shall be appointed by the
     American Arbitration Association. The arbitration shall be conducted in
     accordance with the rules of the American Arbitration Association, except
     with respect to the selection of arbitrators which shall be as provided in
     this paragraph 19. The cost of any arbitration proceeding hereunder shall
     be borne equally by the Corporation and Executive. The award of the
     arbitrators shall be binding upon the parties. Judgment upon the award
     rendered by the arbitrators may be entered in any court having jurisdiction
     thereof.

          (b)  If it shall be necessary or desirable for Executive to retain
     legal counsel and incur other costs and expenses in connection with the
     enforcement of any or all of his rights under this Agreement, and provided


<PAGE>
     that Executive substantially prevails in the enforcement of such rights,
     the Corporation shall pay (or Executive shall be entitled to recover from
     the Corporation, as the case may be) Executive's reasonable attorneys' fees
     and costs and expenses in connection with the enforcement of his rights
     including the enforcement of any arbitration award.

     20.  NO  ASSIGNMENT.  Except  as  otherwise expressly provided herein, this
Agreement  is  not  assignable  by any party and no payment to be made hereunder
shall  be  subject  to  anticipation,  alienation,  sale,  transfer, assignment,
pledge,  encumbrance  or  other  charge.

     21.  EXECUTION  IN COUNTERPARTS.  This Agreement may be executed by parties
hereto  in  two  or  more  counterparts,  each of which shall be deemed to be an
original,  but  all  such  counterparts  shall  constitute  one  and  the  same
instrument.  The  facsimile  signature  of  any party to this Agreement shall be
considered  an  original  signature  of  such  person.

     22.  JURISDICTION  AND  GOVERNING  LAW.  Jurisdiction  over  disputes  with
regard  to  this  Agreement  shall  be exclusively in the courts of the State of
Colorado,  and  this  Agreement shall be construed and interpreted in accordance
with  and governed by the laws of the State of Colorado, other than the conflict
of  laws  provisions  of  such  laws.

     23.  SEVERABILITY.  If any provision of this Agreement shall be adjudged by
any  court  of  competent  jurisdiction  to  be invalid or unenforceable for any
reason,  such  judgment  shall not affect, impair or invalidate the remainder of
this  Agreement.

     24.  ENTIRE AGREEMENT.  This Agreement embodies the entire agreement of the
parties  hereof,  and  supersedes  all  other  oral  or  written  agreements  or
understandings  between  them  regarding  the subject matter hereof.  No change,
alteration  or  modification  hereof  may be made except in a writing, signed by
each  of  the  parties  hereto.

     25.  HEADINGS  DESCRIPTIVE.  The headings of the several paragraphs of this
Agreement  are inserted for convenience only and shall not in any way affect the
meaning  or  construction  of  any  of  this  Agreement.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Agreement  as  of  the  day  and  year  first  above  written.



                         INTERCELL  INTERNATIONAL  CORPORATION




                         By:  /s/  Kevin Waide
                              -------------------------------------------------
                              Kevin Waide, Director
                              By authorization of the Board of Directors of
                              Intercell International Corporation


                         EXECUTIVE


                         By:  /s/ Paul H. Metzinger
                              -------------------------------------------------
                              Paul H. Metzinger


<PAGE>