EXHIBIT 10.4

                       INTERCELL INTERNATIONAL CORPORATION

                                 CODE OF ETHICS

Intercell  International  Corporation (the "Company") is committed to conducting
its business in compliance with the law and the highest ethical standards.  This
Code  of  Ethics  for  Senior  Financial  Management (the "Code") summarizes the
standards  that must guide the actions of the Company's Chief Executive Officer,
Chief  Financial  Officer,  Controller,  Principal Accounting Officer, and other
employees  performing  similar  functions  (collectively,  "Senior  Financial
Management").  While covering a wide range of business practices and procedures,
this  Code  cannot  and  does  not  cover  every  issue that may arise, or every
situation  in  which  ethical  decisions must be made, but rather sets forth key
guiding  principles  of  business conduct that the Company expects of its Senior
Financial  Management.  This  Code  should  be  read  in  conjunction  with  the
Company's  other  corporate  policies  and  procedures.

This  Code  is  intended to be the Company's Code of Ethics for Senior Financial
Management,  pursuant to the provisions of Section 406 of the Sarbanes-Oxley Act
of  2002  and  related  rules  of  the  U.S.  Securities and Exchange Commission
("SEC").

COMPLIANCE  WITH  LAWS,  RULES  AND  REGULATIONS

The  Company  is  strongly  committed  to  conducting  its business affairs with
honesty and integrity and in full compliance with all applicable laws, rules and
regulations.  No  Senior  Financial Management member shall commit an illegal or
unethical  act,  or  instruct  or  authorize  others to do so for any reason, in
connection  with  any  act,  decision  or  activity  that is or may appear to be
related  to  his  or  her  employment  by  or  position  with  the  Company.

CONFLICTS  OF  INTEREST

Each  member of Senior Financial Management has an obligation to act in the best
interest  of the Company, and should avoid any situation that presents an actual
or  potential conflict between their personal interests and the interests of the
Company.

It  is almost always a conflict of interest for a Company officer or employee to
work  simultaneously  for a competitor, customer or supplier.  The best practice
is  to  avoid  any  direct  or  indirect  business connection with the Company's
customers,  suppliers  or  competitors,  except  on  the  behalf of the Company.

Each  member  of Senior Financial Management is expected to use common sense and
good  judgment  in  deciding whether a potential conflict of interest may exist.
Any  potential  conflict  should  be disclosed to the General Counsel and on the
annual  "Directors  and  Officers  Questionnaire."


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DISCLOSURE  OF  COMPANY  INFORMATION

The  Company  is  committed  to  providing  information about the Company to the
public  in  a manner that is consistent with all applicable legal and regulatory
requirements  and  that  promotes  investor  confidence  by  facilitating  fair,
orderly, and efficient behavior.  The Company's reports and documents filed with
or  submitted  to the Securities and Exchange Commission and the Company's other
public  communications,  must  include  full,  fair,  accurate,  timely,  and
understandable  disclosure.  All  employees  who  are  involved in the Company's
disclosure  process  are responsible for using their best efforts to ensure that
the  Company  meets  such  requirements.

Senior  Financial  Management  is  prohibited  from  knowingly  misrepresenting,
omitting  or  causing others to misrepresent or omit, material information about
the  Company  to  others,  including  the  Company's  independent  auditors.

COMPLIANCE  WITH  THIS  CODE  AND REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Senior  Financial Management is expected to comply with all of the provisions of
this  Code.  This  Code  will  be strictly enforced and violations will be dealt
with immediately, including subjecting Senior Financial Management to corrective
and/or disciplinary action such as dismissal or removal from office.  Violations
of  this  Code that involve unlawful conduct will be reported to the appropriate
authorities.

Situations  that  may  involve  a violation of ethics, laws or this Code may not
always be clear and may require difficult judgment.  Senior Financial Management
members,  who  have  concerns  or  questions  about violations of laws, rules or
regulations,  or  of  this  Code,  should  report  them  to the General Counsel.

The  General  Counsel  will  have  primary  authority  and  responsibility  for
enforcement  of  this Code, subject to the supervision of the Audit Committee of
the Board of Directors (or its equivalent), and shall notify the Audit Committee
of  the  Board  of  Directors (or its equivalent) of any violations of the Code.

WAIVERS  AND  AMENDMENTS

Amendments  or waivers of the provisions in this Code will be promptly disclosed
to  the  Company's  shareholders.

EFFECTIVE  DATE

This  Code  becomes  effective December 7, 2003 and shall remain in effect until
otherwise  amended.


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