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                                                                   Exhibit 10.00

                      INTERCELL INTERNATIONAL CORPORATION
                      1995 Compensatory Stock Option Plan



1.   BACKGROUND.

     Pursuant to a merger agreement (the "Merger Agreement") between Intercell
     International Corporation (the "Company") and Intercell Corporation, a
     Colorado corporation (the "Colorado Corporation"), the Colorado Corporation
     merged into the Company. The Merger Agreement provides that the Company, as
     a successor to the Colorado Corporation, shall assume, among other things,
     the Intercell Corporation 1995 Compensatory Stock Option Plan (the
     "Colorado Plan"). The Colorado Plan became effective on July 7, 1995 by
     adoption and approval of the Board of Directors (the "Board") of the
     Colorado Corporation. The Intercell International Corporation 1995
     Compensatory Stock Option Plan (the "Plan") is a successor plan to the
     Colorado Plan. Accordingly, options granted under the Colorado Plan to
     purchase shares of common stock of the Colorado Corporation, no par value,
     shall be deemed to be options (the "Options") to purchase shares of common
     stock of the Company, par value $0.001 per share (the "Common Shares")
     granted under the Plan, without any action on the part of the holders
     thereof.

1.1  PURPOSE OF THE PLAN.

     The purpose of the Plan is to advance the interests of the Company, by
     providing an opportunity for ownership of the stock of the Company by
     employees, agents and directors of, and advisors and consultants to, the
     Company and its subsidiaries, as defined below. By providing an opportunity
     for such stock ownership, the Company seeks to attract and retain such
     qualified personnel, and otherwise to provide additional incentive for
     optionees to promote the success of its business.

2.   STOCK SUBJECT TO THE PLAN.

     (a)  The total number of shares of the authorized but unissued or treasury
     shares of the Common Shares for which Options may be granted under the Plan
     shall be 14,000,000, subject to adjustment as provided in Section 13
     hereof.

     (b)  If an Option granted or assumed hereunder shall expire or terminate
     for any reason without having been exercised in full, the unpurchased
     shares subject thereto shall again be available for subsequent Option
     grants under the Plan.

     (c)  Stock issuable upon exercise of an Option may be subject to such
     restrictions on transfer, repurchase rights or other restrictions as shall
     be determined by the Board of the Company.

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3.   ADMINISTRATION OF THE PLAN.

     (a)  The Plan shall be administered by the Board of the Company, unless it
     expressly establishes a committee for this purpose. No member of the Board
     of the Company shall act upon any matter exclusively affecting any Option
     granted or to be granted to himself or herself under the Plan. A majority
     of the members of the Board of the Company shall constitute a quorum, and
     any action may be taken by a majority of those present and voting at any
     meeting. The decision of the Board of the Company as to all questions of
     interpretation and application of the Plan shall be final, binding and
     conclusive on all persons. The Board of the Company, in its sole
     discretion, may grant Options to purchase shares of the Common Shares, and
     the Board of the Company shall issue Common Shares upon exercise of such
     Options as provided in the Plan. The Board of the Company shall have
     authority, subject to the express provisions of the Plan to construe the
     respective Option agreements and the Plan, to prescribe, amend and rescind
     rules and regulations relating to the Plan, to determine the terms and
     provisions of the respective Option agreements, which may but need not be
     identical, and to make all other determinations in the judgment of the
     Board of the Company necessary or desirable for the administration of the
     Plan. The Board of the Company may correct any defect or supply any
     omission or reconcile any inconsistency in the Plan or in any Option
     agreement in the manner and to the extent it shall deem expedient to
     implement the Plan and shall be the sole and final judge of such
     expediency. No director shall be liable for any action or determination
     made in good faith. The Board of the Company, in its discretion, may
     delegate its power, duties and responsibilities to a committee, consisting
     of two or more members of the Board of the Company, all of whom are
     "disinterested persons" (as hereinafter defined). If a committee is so
     appointed, all references to the Board of the Company herein shall mean and
     relate to such committee, unless the context otherwise requires. For the
     purposes of the Plan, a director or member of such committee shall be
     deemed to be "disinterested" only if such person qualified as a
     "disinterested person" within the meaning of paragraph (c) (2) of Rule 16b-
     3 promulgated under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), as such term is interpreted from time to time.

4.   TYPE OF OPTIONS.

     Options granted pursuant to the Plan shall be authorized by action of the
     Board of the Company and may be designated as either incentive stock
     options meeting the requirements of Section 422 of the Internal Revenue
     Code of 1986, as amended (the "Code"), or non-qualified options which are
     not intended to meet the requirements of such Section 422 of the Code, the
     designation to be in the sole discretion of the Board of the Company.
     Options designated as incentive stock options that fail to continue to meet
     the requirements of Section 422 of the Code shall be redesignated as non-
     qualified options automatically without further action by the Board of the
     Company on the date of such failure to continue to meet the requirements of
     Section 422 of the Code. All Options designated as incentive stock options
     shall, upon shareholder approval of this Plan qualify as incentive stock
     options and be deemed to be qualified effective as of the date of grant.
     Such approval shall be retroactive and have the full legal effect of

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     ratification by the shareholders of all options granted prior to approval
     as incentive stock options qualified under Section 422 of the Code.

     The grant of an Incentive Stock Option shall be evidenced by written
     confirmation in the form attached hereto as Exhibit "A."

5.   ELIGIBILITY.

     Options designated as incentive stock options may be granted to any full-
     time employees of the Company or any subsidiary corporation (herein called
     "subsidiary" or "subsidiaries"), as defined in Section 424(f) of the Code
     and the Treasury regulations promulgated thereunder (the "Regulations").
     Directors who are not otherwise employees of the Company or a subsidiary
     shall not be eligible to be granted incentive stock options pursuant to the
     plan. Options designated as non-qualified options may be granted to (i)
     officers and key employees of the Company or of any of its subsidiaries, or
     (ii) agents, directors of and advisors and consultants to the Company,
     whether or not otherwise employees of the Company.

     In determining the eligibility of an individual to be granted an Option, as
     well as in determining the number of Common Shares to be optioned to any
     individual, the Board of the Company shall take into account the position
     and responsibilities of the individual being considered, the nature and
     value to the Company or its subsidiaries of his or her service and
     accomplishments, his or her present and potential contribution to the
     success of the Company or its subsidiaries, and such other factors as the
     Board of the Company may deem relevant.

6.   RESTRICTIONS ON INCENTIVE STOCK OPTIONS.

     Incentive stock options (but not non-qualified options) granted under this
     Plan shall be subject to the following restrictions:

     (a)  Limitation on Number of Common Shares.  Ordinarily, the aggregate fair
     market value of the Common Shares with respect to which incentive stock
     options are granted (determined as of the date the incentive stock options
     are granted), exercisable for the first time by an individual during any
     calendar year shall not exceed $100,000.

          If an incentive stock option is granted pursuant to which the
     aggregate fair market value of Common Shares with respect to which it first
     becomes exercisable in any calendar year by an individual exceeds such
     $100,000 limitation, the portion of such option which is in excess of the
     $100,000 limitation shall be treated as a non-qualified option pursuant to
     Section 422(d)(1) of the Code.  In the event that an individual is eligible
     to participate in any other stock option plan of the Company or any
     subsidiary of the Company which is also intended to comply with the
     provisions of Section 422 of the Code, such $100,000 limitation shall apply
     to the aggregate number of Common Shares for which incentive stock options
     may be granted under this Plan and all such other plans.

     (b)  Ten Percent (10%) Shareholder.  If any employee to whom an incentive
     stock option is granted pursuant to the provisions of this Plan is on the
     date of grant the owner

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     of stock (as determined under Section 424(d) of the Code) possessing more
     than 10% of the total combined voting power of all classes of stock of the
     Company or any subsidiary of the Company, then the following special
     provisions shall be applicable to the incentive stock options granted to
     such individual:

          (i) The Option price per share subject to such incentive stock options
          shall be not less than 110% of the fair market value of the stock
          determined at the time such Option was granted.  In determining the
          fair market value under this clause (i), the provisions of Section 8
          hereof shall apply.

          (ii) The incentive stock option by its terms shall not be exercisable
          after the expiration of five (5) years from the date  such option is
          granted.

7.   OPTION AGREEMENT.

     Each Option shall be evidenced by an Option agreement (an "Agreement") duly
     executed on behalf of the Company and by the optionee to whom such Option
     is granted, which Agreement shall comply with and be subject to the terms
     and conditions of the Plan as set forth on Exhibit "B."  The Agreement may
     contain such other terms, provisions and conditions which are not
     inconsistent with the Plan as may be determined by the Board of the
     Company; provided that Options designated as incentive stock options shall
     meet all of the conditions for incentive stock options as defined in
     Section 422 of the Code.  No Option shall be granted within the meaning of
     the Plan and no purported grant of any Option shall be effective until the
     Agreement shall have been duly executed on behalf of the Company and the
     optionee.  More than one Option may be granted to an individual.

8.   OPTION PRICE.

     (a)  The Option price or shares of the Common Shares for Options designated
     as non-qualified stock options shall be as determined by the Board of the
     Company; provided, however, such Option price shall be not less than 50% of
     the fair market value of the stock subject to such Option, determined as of
     the date of grant of such Option or the date of modification of the
     exercise price of any such Option.

     (b)  Subject to the conditions set forth in Section 6(b) hereof, the Option
     price or prices of shares of the Company's Common Shares for incentive
     stock options shall be at least the fair market value of such Common Shares
     at the time the Option is granted as determined by the Board of the Company
     in accordance with the Regulations promulgated under Section 422 of the
     Code.

     (c)  If such shares of Common Shares are then listed on any national
     securities exchange, the fair market value shall be the mean between the
     high and low sales prices, if any, on the largest such exchange on the date
     of the grant of the Option or, if none, shall be determined by taking a
     weighted average of the means between the highest and lowest sales price on
     the nearest date before and the nearest date after the date of grant in
     accordance with Section 25.2512-2 of the Regulations.  If the Common Shares
     are not then listed on any such exchange, the fair market value of such
     shares shall be the mean between the closing "Bid" and the closing "Ask"
     prices, if any, as reported in the

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     National Association of Securities Dealer Automated Quotation System
     ("NASDAQ") for the date of the grant of the Option, or, if none, shall be
     determined by taking a weighted average of the means between the highest
     and lowest sales prices on the nearest date before and the nearest date
     after the date of grant in accordance with Section 25.2512-2 of the
     Regulations. If the Common Shares are not then either listed on any such
     exchange or quoted in NASDAQ, the fair market value shall be the mean
     between the average of the "Bid" National Daily Quotation Services for the
     date of the grant of the Option, or, if none, shall be determined by taking
     a weighted average of the means between the highest and lowest sales price
     on the nearest date before and the nearest date after the date of grant in
     accordance with Section 25.2512-2 of the Regulations. If the fair market
     value cannot be determined under the preceding three sentences, it shall be
     determined in good faith by the Board of the Company.

9.   MANNER OF PAYMENT; MANNER OF EXERCISE.

     (a)  Options granted under the Plan may provide for the payment of the
     exercise price by delivery of (i) cash or a check payable to the order of
     the Company in an amount equal to the exercise price of such Options, (ii)
     Common Shares owned by the optionee having a fair market value equal in
     amount to the exercise price of the Options being exercised, or (iii) any
     combination of (i) and (ii); provided; however, that payment of the
     exercise price by delivery of Common Shares owned by such optionee may be
     made only upon the condition that such payment does not result in a charge
     to earnings for financial accounting purposes as determined by the Board of
     the Company, unless such condition is waived by the Board of the Company.
     The fair market value of any Common Shares which may be delivered upon
     exercise of an Option shall be determined by the Board of the Company in
     accordance with Section 8 hereof. The Board of the Company may permit
     payment of the exercise price of an Option by delivery of property or the
     performance of services actually rendered, having a fair market value equal
     to the exercise price of an Option. The determination of the Board of the
     Company of fair market value shall be conclusive.

     (b)  To the extent that the right to purchase Common Shares under an Option
     has accrued and is in effect, Options may be exercised in full at one time
     or in part from time to time, by giving written notice, signed by the
     person or persons exercising the Option, to the Company, stating the number
     of Common Shares with respect to which the Option is being exercised,
     accompanied by payment in full for such Common Shares as provided in
     subparagraph (a) above as set forth on Exhibit "C." Upon such exercise,
     delivery of a certificate for paid-up non-assessable Common Shares shall be
     made at the principal office of the Company to the person or persons
     exercising the Option at such time, during ordinary business hours, after
     thirty (30) days but not more than ninety (90) days from the date of
     receipt of the notice by the Company, as shall be designated in such
     notice, or at such time, place and manner as may be agreed upon by the
     Company and the person or person exercising the Option.

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10.  EXERCISE OF OPTIONS.

     Each Option granted under the Plan shall, subject to Section 11(b) and
     Section 13 hereof, be exercisable at such time or times and during such
     period as shall be set forth in the Agreement; provided, however, that no
     Option granted under the Plan shall have a term in excess of ten (10) years
     form the date of grant. To the extent that an Option to purchase Common
     Shares is not exercised by an optionee when it becomes initially
     exercisable, it shall not expire but shall be carried forward and shall be
     exercisable, on a cumulative basis, until the expiration of the exercise
     period. No partial exercise may be made for less than one hundred (100)
     full Common Shares.

11.  TERM OF OPTIONS; EXERCISABILITY.

     (a)  Term.

          (i)    Each Option shall expire on a date determined by the Board of
          the Company which is not more than ten (10) years from the date of the
          granting thereof, except (a) as otherwise provided pursuant to the
          provisions of Section 6(b) hereof, and (b) for earlier termination as
          herein provided.

          (ii)   Except as otherwise provided in this Section 11, an Option
          granted to any optionee whose employment, for the Company or any of
          its subsidiaries, is terminated, shall terminate on the earlier of (i)
          ninety (90) days after the date such optionee's employment, for the
          Company or any such subsidiary, is terminated, or (ii) the date on
          which the Option expires by its terms.

          (iii)  If the employment of an optionee is terminated by the Company
          or any of its subsidiaries for cause or because the optionee is in
          breach of any employment agreement, such Option will terminate on the
          date the optionee's employment is terminated by the Company or any
          such subsidiary.

          (iv)   If the employment of an optionee is terminated by the Company
          or any of its subsidiaries because the optionee has become permanently
          disabled (within the meaning of Section 22(e)(3) of the Code), such
          Option shall terminate on the earlier of (i) one (1) year after the
          date such optionee's employment, for the Company or any such
          subsidiary, is terminated, or (ii) the date on which the Option
          expires by its terms.

          (v)    In the event of the death of any optionee, any Option granted
          to such optionee shall terminate one year after the date of death, or
          on the date on which the Option expires by its terms, whichever occurs
          first.

     (b)  Exercisability.

          (i)    Except as provided below, an Option granted to an optionee
          whose employment, for the Company or any of its subsidiaries, is
          terminated voluntarily by the optionee or is terminated with or
          without cause by the Company, shall be exercisable only to the extent
          that the right to purchase Common Shares under

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          such Option has accrued and is in effect on the date such optionee's
          employment, for the Company or any such subsidiary, is terminated.

          (ii)   An Option granted to an optionee whose employment is terminated
          by the Company or any of its subsidiaries because he or she has become
          permanently disabled, as defined above, shall be immediately
          exercisable as to the full number of Common Shares covered by such
          Option, whether or not under the provisions of Section 10 hereof such
          Option was otherwise exercisable as of the date of disability.

          (iii)  In the event of the death of an optionee, the Option granted to
          such optionee may be exercised as to the full number of Common Shares
          covered thereby, whether or not under the provisions of Section 10
          hereof the optionee was entitled to do so at the date of his or her
          death, by the executor, administrator or personal representative of
          such optionee, or by any person or persons who acquired the right to
          exercise such Option by bequest or inheritance or by reason of the
          death of such optionee.

12.  OPTIONS NOT TRANSFERABLE.

     The right of any optionee to exercise any incentive stock option granted to
     him or her shall not be assignable or transferable by such optionee other
     than by will or the laws of descent and distribution, and any such
     incentive stock option shall be exercisable during the lifetime of such
     optionee only by him or her. Any incentive stock option granted under the
     Plan shall be null and void and without effect upon the bankruptcy of the
     optionee to whom the incentive stock option is granted, or upon any
     attempted assignment or transfer, except as herein provided, including
     without limitation, any purported assignment, whether voluntary or by
     operation of law, pledge, hypothecation or other disposition, attachment,
     trustee process or similar process, whether legal or equitable, upon such
     incentive stock option. Nonqualified stock options may be transferable, if
     so provided in the Option Agreement. At such time, if ever, that this Plan
     satisfies the conditions of Rule 16b-3 of the Exchange Act, nonqualified
     options, which are transferable, issued to any optionee shall preclude such
     optionee's right or ability to rely upon any exemption provided by Rule
     16b-3 of the Exchange Act.

13.  RECAPITALIZATION, REORGANIZATIONS AND CHANGE IN CONTROL TRANSACTIONS.

     In the event that the outstanding shares of the Common Shares are changed
     into or exchanged for a different number or kind of shares or other
     securities of the Company or of another corporation by reason of any
     reorganization, merger, consolidation, recapitalization, reclassification,
     stock split-up, combination of shares, or dividends payable in capital
     stock, appropriate adjustment shall be made in the number and kind of
     shares as to which Options may be granted under the Plan and as to which
     outstanding Options or portions thereof then unexercised shall be
     exercisable, to the end that the proportionate interest of the optionee
     shall be maintained as before the occurrence of such event; such adjustment
     in outstanding Options shall be made without change in the

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     total price applicable to the unexercised portion of such Options and with
     a corresponding adjustment in the Option price per share.

     In addition, unless otherwise determined by the Board of the Company in its
     sole discretion, in the case of any (i) sale or conveyance to another
     entity of all or substantially all of the property and assets of the
     Company or (ii) Change in Control (as hereinafter defined) of the Company,
     the purchaser(s) of the Company's assets or stock, in his, her or its sole
     discretion, may deliver to the optionee the same kind of consideration that
     is delivered to the shareholders of the Company as a result of such sale,
     conveyance or Change in Control, or the Board of the Company may cancel all
     outstanding Options in exchange for consideration in cash or in kind, which
     consideration in both cases shall be equal in value to the value of those
     shares of stock or other securities the optionee would have received had
     the Option been exercised (but only to the extent then exercisable) and had
     no disposition of the shares acquired upon such exercise been made prior to
     such sale, conveyance or Change in Control, less the Option price therefor.
     Upon receipt of such consideration, all Options (whether or not then
     exercisable) shall immediately terminate and be of no further force or
     effect. The value of the stock or other securities the optionee would have
     received if the Option had been exercised shall be determined in good faith
     by the Board of the Company, and in the case of Common Shares, in
     accordance with the provisions of Section 8 hereof.

     The Board of the Company shall also have the power and right to accelerate
     the exercisability of any Options, notwithstanding any limitations in this
     Plan or in the Agreement upon such a sale, conveyance or Change in Control.
     Upon such acceleration, any Options or portion thereof originally
     designated as incentive stock options that no longer qualify as incentive
     stock options under Section 422 of the Code as a result of such
     acceleration shall be redesignated as non-qualified stock options.

     A "Change in Control" shall be deemed to have occurred if any person, or
     any two or more persons acting as a group, and all affiliates of such
     person or persons, who prior to such time owned less than fifty percent
     (50%) of the then outstanding Common Shares, shall acquire such additional
     Common Shares in one or more transactions, or series of transactions, such
     that following such transaction or transactions, such person or group and
     affiliates beneficially own fifty percent (50%) or more of the Common
     Shares outstanding.

     Upon dissolution or liquidation of the Company, all Options granted under
     this Plan shall terminate, but each optionee (if at such time in the employ
     of or otherwise associated with the Company or any of its subsidiaries as a
     director, agent or consultant) shall have the right, immediately prior to
     such dissolution or liquidation, to exercise his or her Option to the
     extent then exercisable.

     If by reason of a corporate merger, consolidation, acquisition of property
     or stock, separation, reorganization or liquidation, the Board of the
     Company shall authorize the issuance or assumption of a stock option or
     stock options in a transaction to which Section 424(a) of the Code applies,
     then, notwithstanding any other provision of the Plan, the Board of the
     Company may grant an option or options upon such terms and

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     conditions as it may deem appropriate for the purpose of assumption of the
     old Option, or substitution of a new option for the old Option, in
     conformity with the provisions of such Section 424(a) of the Code and the
     Regulations thereunder, and any such option shall not reduce the number of
     shares otherwise available for issuance under the Plan.

     No fraction of a share shall be purchasable or deliverable upon the
     exercise of any Option, but in the event any adjustment hereunder in the
     number of shares covered by the Option shall cause such number to include a
     fraction of a share, such fraction shall be adjusted to the nearest smaller
     whole number of shares.

14.  NO SPECIAL EMPLOYMENT RIGHTS.

     Nothing contained in the Plan or in any Option granted under the Plan shall
     confer upon any Option holder any right with respect to the continuation of
     his or her employment by the Company or any subsidiary or interfere in any
     way with the right of the Company or any subsidiary, subject to the terms
     of any separate employment agreement to the contrary, at any time to
     terminate such employment or to increase or decrease the compensation of
     the Option holder from the rate in existence at the time of the grant of an
     Option.  Whether an authorized leave of absence, or absence in military or
     government service, shall constitute termination of employment shall be
     determined by the Board of the Company at the time of such occurrence.

15.  WITHHOLDING.

     The Company's obligation to deliver Common Shares upon the exercise of any
     non-qualified Option granted under the Plan shall be subject to the Option
     holder's satisfaction of all applicable Federal, state and local income and
     employment tax withholding requirements. The Company and optionee may agree
     to withhold Common Shares purchased upon exercise of an Option to satisfy
     the above-mentioned withholding requirements; provided, however, no such
     agreement may be made by an optionee who is an "officer" or "director"
     within the meaning of Section 16 of the Exchange Act, except pursuant to a
     standing election to so withhold Common Shares purchased upon exercise of
     an Option, such election to be made not less than six (6) months prior to
     such exercise and which election may be revoked only upon six (6) months
     prior written notice.

16.  RESTRICTIONS ON ISSUANCE OF SHARES.

     (a) Notwithstanding the provisions of Section 9, the Company may delay the
     issuance of Common Shares covered by the exercise of an Option and the
     delivery of a certificate for such Common Shares until one of the following
     conditions shall be satisfied:

          (i) The Common Shares with respect to which such Option has been
          exercised are at the time of the issue of such Common Shares
          effectively registered or qualified under applicable Federal and state
          securities acts now in force or as hereafter amended; or

          (ii) Counsel for the Company shall have given an opinion, which
          opinion shall not be unreasonably conditioned or withheld, that such
          Common Shares are

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          exempt from registration and qualification under applicable Federal
          and state securities acts now in force or as hereafter amended.

     (b) It is intended that all exercises of Options shall be effective, and
     the Company shall use its best efforts to bring about compliance with the
     above conditions within a reasonable time, except that the Company shall be
     under no obligation to qualify Common Shares or to cause a Registration
     Statement or a post-effective amendment to any Registration Statement to be
     prepared for the purpose of covering the issue of Common Shares in respect
     of which any Option may be exercised, except as otherwise agreed to by the
     Company in writing in its sole discretion.

17.  PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION.

     Unless and until the Common shares to be issued upon exercise of an Option
     granted under the Plan have been effectively registered under the
     Securities Act of 1933, as amended (the "1933 Act"), as now in force or
     hereafter amended, the Company shall be under no obligation to issue any
     Common Shares covered by any Option unless the person who exercises such
     Option, in whole or in part, shall give a written representation and
     undertaking to the Company which is satisfactory in form and scope to
     counsel for the Company and upon which, in the opinion of such counsel, the
     Company may reasonably rely, that he or she is acquiring the Common Shares
     issued pursuant to such exercise of the Option for his or her own account
     as an investment and not with a view to, or for sale in connection with,
     the distribution of any such Common Shares, and that he or she will make no
     transfer of the same except in compliance with any rules and regulations in
     force at the time of such transfer under the 1933 Act, or any other
     applicable law, and that if Common Shares are issued without such
     registration, a legend to this effect may be endorsed upon the securities
     so issued.

     In the event that the Company shall, nevertheless, deem it necessary or
     desirable to register under the 1933 Act or other applicable statutes any
     Shares with respect to which an Option shall have been exercised, or to
     qualify any such Common Shares for exemption from the 1933 Act or other
     applicable statutes, then the Company may take such action and may require
     from each Optionee such information in writing for use in any Registration
     Statement, supplementary registration statement, prospectus, preliminary
     prospectus or offering circular as is reasonably necessary for such purpose
     and may require reasonable indemnity to the Company and its officers and
     directors from such holder against all losses, claims, damages and
     liabilities arising from such use of the information so furnished and
     caused by any untrue statement of any material fact therein or caused by
     the omission to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in the light of the
     circumstances under which they were made.

18.  LOANS.

     At the discretion of the Board of the Company, the Company may loan to the
     optionee some or all of the purchase price of the Common Shares acquired
     upon exercise of an Option.

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19.  MODIFICATION OF OUTSTANDING OPTIONS.

     Subject to any applicable limitations contained herein, the Board of the
     Company may authorize the amendment of any outstanding Option with the
     consent of the optionee when and subject to such conditions as are deemed
     to be in the best interests of the Company and in accordance with the
     purposes of the Plan.

20.  APPROVAL OF PLAN.

     The Colorado Plan became effective on July 7, 1995, by adoption and
     approval of the Board of the Colorado Corporation.  The Plan became
     effective upon the merger of the Colorado Corporation into the Company, and
     was adopted and approved by the Board of the Company on March 1, 2001.

21.  TERMINATION AND AMENDMENT OF PLAN.

     Unless sooner terminated as herein provided, the Plan shall terminate ten
     (10) years from the date upon which the Plan was duly adopted by the Board
     of the Colorado Corporation.  The Board of the Company may at any time
     terminate the Plan or make such modification or amendment thereof as it
     deems advisable; provided, however, that (i) if the Plan was at any time
     approved by the stockholders of the Company, the Board of the Company may
     not, without the approval of the stockholders of the Company, increase the
     maximum number of Common Shares for which Options may be granted or change
     the designation of the class of persons eligible to receive Options under
     the Plan, and (ii) any such modification or amendment of the Plan shall be
     approved by a majority of the stockholders of the Company to the extent
     that such stockholder approval is necessary to comply with applicable
     provisions of the Code, rules promulgated pursuant to Section 16 of the
     Exchange Act, applicable state law or applicable NASD or exchange listing
     requirements.  Termination or any modification or amendment of the Plan
     shall not, without the consent of an optionee, affect his or her rights
     under an Option therefore granted to him or her.

22.  LIMITATION OF RIGHTS IN THE OPTION SHARES.

     An optionee shall not be deemed for any purpose to be a stockholder of the
     Company with respect to any of the Options except to the extent that the
     Option shall have been exercised with respect thereto, and in addition, a
     certificate shall have been issued theretofore and delivered to the
     optionee.

23.  NOTICES.

     Any communication or notice required or permitted to be given under the
     Plan shall be in writing, and mailed by registered or certified mail or
     delivered by hand, if to the Company, to the attention of the President at
     the Company's principal place of business; and, if to an optionee, to his
     or her address as it appears on the records of the Company.

                                       11
<PAGE>

24.  SECURITIES EXCHANGE ACT OF 1934 COMPLIANCE.

     This Plan is designed to qualify and operate pursuant to the provisions of
     Rule 16b-3 of the Exchange Act, as in effect on July 7, 1995 or in
     compliance with any amendments adopted to that Rule in the future or in
     compliance with any successor Rule adopted by the SEC, as it relates to
     incentive stock option issued under the Plan.  If on the date of the
     adoption and approval of the Plan by the Board of the Company, the Plan
     does not comply with Rule 16b-3, then the Company shall at the next
     succeeding annual or special meeting of the shareholders undertake such
     procedures as are necessary or appropriate to satisfy the requirements of
     Rule 16b-3 for the Plan.

                                       12
<PAGE>

                                   EXHIBIT A

                    VESTING OPTION GRANT AND ACKNOWLEDGMENT

     THIS AGREEMENT has been made this _____ day of __________, ____, between
____________________ (the "Employee"), and Intercell International Corporation,
a Nevada corporation (the "Company") (formerly known as Intercell Corporation, a
Colorado corporation).

1.   GRANT OF ISO.

     The Company, pursuant to the provisions of the Intercell International
     Corporation 1995 Compensatory Stock Option Plan (the "Plan"), a copy of
     which was previously received by the Employee, hereby grants to the
     Employee, subject to the terms and conditions set forth or incorporated
     herein, an option to acquire __________ Common Shares.  The provisions of
     the 1995 Plan governing the terms and conditions of the ISO granted hereby
     are incorporated in full herein and made a part hereof by this reference.

2.   VESTING.

     The ISO granted hereunder shall be issuable as follows:

             Cumulative Number of Common Shares       Issuance Date

3.   TRANSFERABILITY.

     The grant evidenced hereby is not assignable or transferable by the
     Employee other than by the Employee's will or by the laws of descent and
     distribution, as provided in paragraph 12 of the 1995 Plan.  The shares
     shall be issuable only to the Employee during the Employee's lifetime.

                                        INTERCELL INTERNATIONAL
                                             CORPORATION

                              By:______________________________________
                              Name:____________________________________
                              Title:___________________________________

                              ATTEST:

                              By:______________________________________
                              Name:____________________________________
                              Title:___________________________________

                                      A-1
<PAGE>

                          A C K N O W L E D G M E N T


I, the undersigned person, company or firm, by signature below acknowledge as of
the date below to the Board of Directors and management of Intercell
International Corporation (f/k/a Intercell Corporation) (the "Company") that:

1.   In connection with the grant of Common Shares to me under the 1995
     Compensatory Stock Option Plan of the Company ("Plan"), the Company has
     delivered to me the documents itemized below:

          (i) Prospectus dated ____________________;
          (ii) Annual report on Form 10-K or Form 10-KSB for the year ended
     __________ __, ___;
          (iii)  A copy of the Plan.

2.   The Company has advised me that the Common Shares of the Company issued to
     me under the Plan previously have been registered with the Securities and
     Exchange Commission ("SEC") under the Securities Act of 1933, as amended,
     under cover of a Registration Statement on Form S-8, of which the
     Prospectus is a part.

3.   The Prospectus explains, and I understand, that certain reports and
     documents listed in the Prospectus have been incorporated by reference into
     the Prospectus and Registration Statement and form part of the statutory
     Prospectus, and that periodic reports and annual reports to shareholders
     subsequently filed by the Company with the SEC will automatically be deemed
     to update the Registration Statement and Prospectus.

4.   The Company has made clear to me that it will furnish to me, without charge
     upon my request, any and all documents listed in the Prospectus as being
     incorporated therein and in the Registration Statement by reference, and
     any and all reports and documents hereafter automatically incorporated by
     reference into the Prospectus and Registration Statement.

5.   I _____ AM _____ AM NOT a director or executive officer of the Company.

6.   I _____ AM _____ AM NOT the beneficial owner of 10% or more of the
     Company's outstanding Common Shares.

                                      A-2
<PAGE>

7.   The Undersigned hereby acknowledges receipt of the copy of the Plan
     attached hereto, and accepts this Option subject to each and every term and
     provision of such Plan.  The Undersigned hereby agrees to accept as
     binding, conclusive and final all decisions or interpretations of the
     Compensation Committee of the Board of Directors administering the Plan on
     any questions arising under such Plan.  The Undersigned recognizes that if
     his employment with the Company or any subsidiary thereof shall be
     terminated for any reason whatsoever, all of the Undersigned's rights
     hereunder shall thereupon terminate as provided in the Plan.

DATED: _______________, ______

                                          By:___________________________________
                                          Name:_________________________________

                                          Address:______________________________
                                          ______________________________________



                                          Social Security Number

                                          ______________________________________

                                      A-3
<PAGE>

                                  EXHIBIT "B"

                        INCENTIVE STOCK OPTION AGREEMENT

     THIS AGREEMENT has been made this _____ day of __________, ____, between
_______________________ (the "Employee"), and Intercell International
Corporation, a Nevada corporation (f/k/a Intercell Corporation, a Colorado
corporation) (the "Company").

1.   GRANT OF OPTION.

     The Company, pursuant to the provisions of the Intercell International
     Corporation, 1995 Compensatory Stock Option Plan (the "Plan"), a copy of
     which was previously received by the Employee, hereby grants to the
     Employee, subject to the terms and conditions set forth or incorporated
     herein, an option to purchase from the Company all or any part of an
     aggregate of shares of common stock of the Company, par value $0.001 per
     share ("Common Shares"), as such Common Shares are now constituted, at the
     purchase price of $____ per share.  The provisions of the Plan governing
     the terms and conditions of the Option granted hereby are incorporated in
     full herein and made a part hereof by this reference.  The Employee, by his
     signature below, agrees to be bound by the terms and conditions thereof.

2.   EXERCISE.

     The Option evidenced hereby shall be exercisable in whole or in part (but
     only in multiples of 100 Shares unless exercise is as to the remaining
     balance of this Option) on or after __________ and on or before __________
     provided that the cumulative number of Common Shares as to which this
     Option may be exercised (except in the event of death, retirement, or
     disability, as provided in paragraph 11(a) of the Plan) shall not exceed
     the following amounts:

                    Cumulative Number of Shares:  ____________________

                    Prior To Date (Not Inclusive of):  ____________________

     The Option evidenced hereby shall be exercisable by the delivery to and
     receipt by the Company of (i) a written notice of election to exercise, in
     the form set forth in Exhibit B hereto, specifying the number of Common
     Shares to be purchased; (ii) accompanied by payment of the full purchase
     price thereof in cash or certified check payable to the order of the
     Company, or by fully-paid and nonassessable Common Shares of the Company
     properly endorsed over to the Company, or by a combination thereof, and
     (iii) by return of this Incentive Stock Option Agreement for endorsement of
     exercise by the Company.  In the event fully-paid and nonassessable Common
     Shares are submitted as whole or partial payment for shares to be purchased
     hereunder, such Common Shares will be valued at their Fair Market Value (as
     defined in the Plan) on the date such shares received by the Company are
     applied to payment of the exercise price.

                                      B-1
<PAGE>

3.   TRANSFERABILITY.

     The Option evidenced hereby is not assignable or transferable by the
     Employee other than by the Employee's will or by the laws of descent and
     distribution, as provided in paragraph 12 of the Plan.  The Option shall be
     exercisable only by the Employee during the Employee's lifetime.


                                        INTERCELL INTERNATIONAL
                                             CORPORATION

                              By:______________________________________
                              Name:____________________________________
                              Title:___________________________________

                              ATTEST:

                              By:______________________________________
                              Name:____________________________________
                              Title:___________________________________



          Date:
          __________________________________________________________________

          Employee:
          __________________________________________________________________
                                        Print Name

          Address:
          __________________________________________________________________
          __________________________________________________________________
          __________________________________________________________________

          Social Security No.:
          __________________________________________________________________

                                      B-2
<PAGE>

                                   EXHIBIT C

                      NOTIFICATION OF ELECTION TO EXERCISE

(Suggested form of letter to be used for notification of election to exercise.)

Date:
President
Intercell International Corporation
370 17/th/ Street
Suite 3580
Denver, Colorado 80202

Dear Sir:

     In accordance with paragraph 2 of the Incentive Stock Option Agreement
evidencing the Option granted to me on __________ under the Intercell
International Corporation 1995 Compensatory Stock Option Plan, I hereby elect to
exercise this Option to the extent of __________ shares of common stock, par
value $0.001 per share ("Common Shares") of Intercell International Corporation
(f/k/a Intercell Corporation) (the "Company").

     Enclosed are (i) Certificate(s) No.(s) __________ representing fully-paid
Common Shares of ____________________ endorsed to the Company with signature
guaranteed; (ii) and/or a certified check payable to the order of
"____________________" in the amount of $______________ as the balance of the
purchase price of $__________ for the shares which I have elected to purchase;
and (iii) the original Incentive Stock Option Agreement for endorsement by the
Company as to exercise.  I acknowledge that the Common Shares (if any) submitted
as part payment of the exercise price due hereunder will be valued by the
Company at their Fair Market Value (as defined in the 1995 Plan) on the date
this exercise is effected by the Company.  In the event I hereafter sell any
Common Shares issued pursuant to this option within two years from the date of
exercise or within five years after the date of grant of this Option, I agree to
notify the Company promptly of the amount of taxable compensation realized by me
by reason of such for federal income tax purposes.

     When the certificate for Common Shares which I have elected to purchase has
been issued, please deliver it to me, along with my endorsed Incentive Stock
Option Agreement in the event there remains an unexercised balance of shares
under the Option, at the following address:





                                           Very Truly Yours,

                                           By:__________________________________
                                           Name:________________________________

                                      C-1