EQUITY PURCHASE AGREEMENT


     THIS EQUITY PURCHASE AGREEMENT is entered into by and between Messrs. Allen
Beall,  Jr.  and  Charles  Brunetti  (hereinafter  "Sellers")  and  Intercell
International  Corporation  (hereinafter  "Intercell"),  a Nevada corporation on
this  30th  day  of  January  2004.

     WHEREAS,  Brunetti  DEC, LLC (hereinafter "Brunetti DEC"), Colorado limited
liability  company  is  to  become  a  wholly owned subsidiary of Intercell; and

     WHEREAS,  the  Sellers equally own 40% equity of Brunetti DEC and Intercell
owns  60%  of  the  equity  of  Brunetti  DEC;  and

     WHEREAS,  Intercell  desires to purchase the 40% equity held equally by the
Sellers;  and

     WHEREAS,  Intercell in December 2003, advanced to Brunetti DEC $101,006.30;
and

     WHEREAS,  Intercell  has  a Registered Employee Stock Option Plan named the
Intercell  International  Corporation  1995  Compensatory  Stock  Option  Plan;

NOW  THEREFORE,  for valuable consideration, the receipt, sufficiency, fairness,
reasonableness  and  the  adequacy  of  which are conclusively acknowledged, the
Parties  agree  as  follows:

1.   Intercell  hereby agrees to purchase the 40% equity in Brunetti DEC held by
     Sellers.

2.   Intercell  agrees to purchase the remaining 40% equity in Brunetti DEC from
     the  Sellers  for  a  cash  payment  of  $10,000.00 to each of the Sellers.

3.   Intercell  agrees  to  invest $300,000 cash into Brunetti DEC as additional
     paid  in  capital,  which  shall  include  a credit for the advance made by
     Intercell  in  December 2003 to Brunetti DEC, in the amount of $101,006.03.

4.   Intercell further agrees to issue to each of the Sellers a stock option for
     500,000  shares  of  Intercell  International Corporation 1995 Compensatory
     Stock  Option Plan. Such stock options would have a term of 10 years and an
     exercise price equal to that of the closing market price on the date above.
     Such options cannot be exercised before one year from the date of issuance.

5.   It  is agreed that Mr. Beall would be provided with a provision/addendum to
     his  existing  5-year  employment  agreements  with Brunetti DEC, LLC, such
     provision  shall state that if Mr. Beall over the next 5 years performs his
     duties  and  meets  the below objectives, he shall be entitled to renew his
     contract  for  an additional 5 years. If Mr. Beall meets his objectives and
     the  Board  of  Directors  do  not  wish to renew Mr. Beall's contract then


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     Mr.  Beall  would be entitled to a buyout equal to a 2 year contract at his
     current  annual  salary  in  year  five.  If  Mr.  Beall  does not meet his
     objectives  at  the end of his 5-year contract then Intercell International
     Corp.  holds  no  liability  to  renew  or  buyout Mr. Beall's contract. An
     employment  agreement  can  still  be  negotiated if the Board of Directors
     wishes  to  retain  Mr.  Beall.

Objectives:

     a)   Put  operational  procedures  in  place  to  improve  overall  company
          efficiency,  minimize  company  liability  exposure  through  QC/QA
          documentation,  and maximize company project profitability. Procedures
          shall  be  documented.

     b)   Provide  company  growth  through  additional  business  sales  out of
          operations.

     c)   Implement  programs  that  add value to the organization, growth, work
          products  and  client deliverables. Through divisional performance and
          identification  of  new opportunities the added value will be measured
          by  profitability  and  client  satisfaction  (i.e.  client  surveys,
          reoccurring  business,  etc.)

     d)   Maintain  overall  projects performances of 30% gross profit and a 10%
          net  profit.


6.   The Sellers represents that they are the sole, true and only owners of such
     equity  positions, and is able to convey free, clear and unrestricted title
     to  such  equity  positions.

7.   This Agreement has been approved by the Board of Directors of Intercell and
     the  Sellers  as  a valid, enforceable and binding agreement by and between
     Intercell  and  the  Sellers. Further, the respective officers of Intercell
     have  been  duly  authorized  to  execute  this  Agreement.

8.   This  Agreement  shall  be  governed  by the laws of the State of Colorado.

9.   This Agreement shall be binding upon the heirs, representatives, successors
     and  assigns  of  the  parties.

10.  This  Agreement is effective and enforceable between Intercell, and Sellers
     on  and  as  of  January  30,  2004.


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     IN  WITNESS  WHEREOF,  each  of  the  parties hereto has caused this Equity
Purchase  Agreement  to  be  executed  on  its  behalf,  as  of the day and year
referenced  above.


                                             INTERCELL  INTERNATIONAL
                                                   CORPORATION
                                             (A  NEVADA  CORPORATION)



                                     By:  /s/ Kristi  J.  Kampmann
                                          ------------------------------------
                                          Kristi  J.  Kampmann,
                                          Chief  Financial  Officer




                                              ALLEN  BEALL,  JR.


                                     By:  /s/ Allen  Beall
                                          ------------------------------------
                                          Allen  Beall,  Individually


                                               CHARLES  E.  BRUNETTI



                                     By:  /s/ Charles  E.  Brunetti
                                          ------------------------------------
                                          Charles  E.  Brunetti,  Individually


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