EXHIBIT 10.01


                      Agreement and Plan of Reorganization

                                 by and between
                       Intercell International Corporation
                              a Nevada corporation
                                       and
                             New Market China, Inc.
                              a Nevada corporation

                          dated: _____________________













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                      AGREEMENT AND PLAN OF REORGANIZATION

                       Intercell International Corporation
                                       and
                             New Market China, Inc.

     This  Agreement  and  Plan of  Reorganization  ("Agreement"),  dated  as of
__________________,  among Intercell International  Corporation ("DS"), a Nevada
Corporation,  New Market China,  Inc.  ("NMC"),  a Nevada  Corporation,  and the
subscribing  shareholders  of  NMC  ("NMC  Shareholders")  who  will  join  this
Agreement by execution.


                              W I T N E S S E T H:

     A. WHEREAS,  NMC and IIC are corporations  duly organized under the laws of
the States of Nevada and Nevada.

     B. Plan of Reorganization.  The subscribing NMC Shareholders are the owners
of 100% of the issued and  outstanding  common stock of NMC. It is the intention
that 100% of the issued and outstanding stock of NMC shall be acquired by IIC in
exchange  solely for two  million  shares of common  stock of IIC.  For  federal
income  tax  purposes  it is  intended  that this  exchange  shall  qualify as a
reorganization  within the meaning of SEC 368 (a)(1)(B) of the Internal  Revenue
Code of 1986, as amended (the "Code").

     C. Exchange of Shares.  IIC and the subscribing NMC Shareholders agree that
100% of the  approximately  1,000 common  shares issued and  outstanding  of NMC
shall be exchanged with IIC for 2,000,000 shares of the common stock of IIC. The
IIC shares,  on the closing  date,  shall be  delivered  ratably  divided to the
individual  subscribing  shareholders of NMC in exchange for their NMC shares as
hereinafter set forth.

     D. WHEREAS, the parties hereto wish to enter into this Agreement,  pursuant
to the provisions of the Nevada Business Corporation Act.

     NOW, THEREFORE, it is agreed among the parties as follows:


                                    ARTICLE I

                                The Consideration

     1.1 Subject to the conditions set forth herein on the "Effective  Date" (as
herein defined), the subscribing Shareholders of NMC shall exchange all of their
shares of NMC (constituting  100% of the issued and outstanding shares of common
stock of NMC) for 2,000,000 Common Shares of IIC. The transactions  contemplated
by this Agreement shall be completed at a closing  ("Closing") on a closing date
("Closing  Date") which shall be as soon as  practicable  after  joinder in this
exchange by NMC Shareholders  holding 100% of the outstanding NMC common shares,
except that such  transaction must be completed on or before September 30, 2006,
or this Agreement shall expire unless extended in writing.

     On the Closing  Date,  all of the documents to be furnished to IIC and NMC,
including  the  documents  to be  furnished  pursuant  to  Article  VII of  this
Agreement,  shall be delivered to M.A.  Littman,  to be held in escrow until the
Effective  Date or the date of termination of this  Agreement,  whichever  first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.



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     1.2 At the Effective  Date,  NMC shall become a wholly owned  subsidiary of
IIC. NMC's  shareholders shall receive pro rata shares of voting Common Stock as
follows:

       IIC shall issue  2,000,000 of its shares of Common Stock for 100%
       of the  outstanding  common  shares  of  NMC  to the  subscribing
       shareholders of NMC, ratably according to their interests.

     1.3 If  this  Agreement  is duly  executed  by the  holders  of 100% of the
outstanding  common stock of NMC,  subject to the other  provisions  hereof,  it
shall become effective,  and such date of final execution shall be the effective
date of this Agreement.


                                   ARTICLE II

                         Issuance and Exchange of Shares

     2.1 The  2,000,000  shares of Common  Stock of IIC shall be issued by it to
the subscribing NMC shareholders at Closing fully paid and non-assessable.

     2.2 IIC represents that no outstanding options or warrants for any unissued
Common Shares  exist,except  certain options for common shares still outstanding
as listed on Schedule 2.2.

     2.3 The stock transfer books of NMC shall be closed on the Effective  Date,
and thereafter no transfers of the stock of NMC shall be made. NMC shall appoint
an exchange agent  ("Exchange  Agent"),  to accept surrender of the certificates
representing  the common  shares of NMC,  and to deliver  in  exchange  for such
surrendered  certificates,   2,000,000  shares  of  Common  Stock  of  IIC.  The
authorization  of the Exchange  Agent may be  terminated by IIC after six months
following the Effective Date. Upon termination of such authorization, any shares
of NMC and any funds held by the Exchange Agent for payment to NMC  shareholders
pursuant to this Agreement  shall be transferred to IIC or its designated  agent
who  shall  thereafter  perform  the  obligations  of  the  Exchange  Agent.  If
outstanding  certificates  for shares of NMC are not  surrendered or the payment
for them not claimed prior to such date on which such payments  would  otherwise
escheat to or become  the  property  of any  governmental  unit or  agency,  the
unclaimed items shall, to the extent  permitted by abandoned  property and other
applicable  law,  become  the  property  of IIC  (and to the  extent  not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of NMC shares for any amount paid to any governmental  unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

     2.4 No fractional shares of IIC Common Stock shall be issued as a result of
the Agreement. Shares shall be rounded up to nearest whole share.

     2.5 At the Effective  Date,  each holder of a certificate  or  certificates
representing  common  shares of NMC,  upon  presentation  and  surrender of such
certificate or certificates to the Exchange Agent,  shall be entitled to receive
the  consideration  set forth herein.  Upon such  presentation,  surrender,  and
exchange as provided in this Section 2.5,  certificates  representing  shares of
NMC previously held shall be canceled. Until so presented and surrendered,  each
certificate or certificates  which represented  issued and outstanding shares of
NMC at the Effective Date shall be deemed for all purposes to evidence the right




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to receive the consideration set forth in Section 1.2 of this Agreement.  If the
certificates  representing  shares of NMC have been lost,  stolen,  mutilated or
destroyed,  the  Exchange  Agent shall  require the  submission  of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.


                                   ARTICLE III

                           Representations, Warranties
                     and Covenants of New Market China, Inc.

     No  representations  or  warranties  are  made  by any  director,  officer,
employee  or  shareholder  of NMC as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement (the "NMC Disclosure
Statement"), if any. NMC hereby represents, warrants and covenants to IIC except
as stated in the NMC Disclosure Statement, as follows:

     3.1 NMC is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Nevada,  and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being  conducted.  The  Certificate of  Incorporation  and Bylaws of NMC are
complete and  accurate,  and the minute books of NMC contain a record,  which is
complete  and  accurate  in all  material  respects,  of all  meetings,  and all
corporate actions of the shareholders and board of directors of NMC.

     3.2 The  aggregate  number of shares  which NMC is  authorized  to issue is
10,000,000  shares  of  common  stock of  which  1,000  shares  are  issued  and
outstanding.

     3.3 NMC has complete  and  unrestricted  power to enter into and,  upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

     3.4 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
NMC will  conflict  with or result in a breach or  violation  of the Articles of
Incorporation or Bylaws of NMC.

     3.5 The execution, delivery and performance of this Agreement has been duly
authorized and approved by NMC's Board of Directors.

     3.6 There are no legal  proceedings  or  regulatory  proceedings  involving
material claims pending,  or to the knowledge of the executive  officers of NMC,
threatened against NMC or affecting any of its assets or properties,  and to the
knowledge of NMC' officers, NMC is not in any material breach or violation of or
default under any contract or  instrument to which NMC is a party,  or under its
respective  Articles  of  Incorporation  or  Bylaws,  nor is there  any court or
regulatory order pending, applicable to NMC.

     3.7 The  representations and warranties of NMC shall be true and correct as
of the date hereof and as of the Effective Date.

     3.8 No  representation  or  warranty  by NMC in  this  Agreement,  the  NMC
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.




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     3.9 To the  knowledge  of the  executive  officers of NMC, all trade names,
inventions,  discoveries,  ideas,  research,  engineering,  methods,  practices,
processes,   systems,   formulae,   designs,   drawings,   products,   projects,
improvements,  developments,  know-how,  and trade secrets which are used in the
conduct of NMC' business,  whether registered or unregistered  (collectively the
"Proprietary  Rights")  are  owned by NMC.  To the  knowledge  of the  executive
officers  of NMC,  NMC created or  developed  such  Proprietary  Rights and such
Proprietary Rights are not subject to any restriction, lien, encumbrance, right,
title or interest in others.  All of the Proprietary  Rights stand solely in the
name of NMC and not in the name of any shareholder,  director,  officer,  agent,
partner or employee or anyone else known to the  executive  officers of NMC, and
none  of the  same  have  any  right,  title,  interest,  restriction,  lien  or
encumbrance  therein or thereon or thereto.  To the  knowledge of the  executive
officers of NMC, NMC's  ownership and use of the  Proprietary  Rights do not and
will not infringe  upon,  conflict  with or violate in any material  respect any
patent,  copyright,  trade secret or other lawful proprietary right of any other
party, and no claim is pending or, to the knowledge of the executive officers of
NMC,  threatened  to the effect  that the  operations  of NMC  infringe  upon or
conflict  with  the  asserted  rights  of  any  other  person  under  any of the
Proprietary  Rights, and to the knowledge of the executive officers of NMC there
is  no  reasonable  basis  for  any  such  claim  (whether  or  not  pending  or
threatened).  No claim is pending, or to the knowledge of the executive officers
of NMC,  threatened  to the effect  that any such  Proprietary  Rights  owned or
licensed  by NMC,  or which NMC  otherwise  has the right to use,  is invalid or
unenforceable by NMC.

     3.10  (i) NMC has not  received  notice  of any  material  violation  of or
investigation  relating to any  environmental or pollution law,  regulation,  or
ordinance with respect to assets now or previously owned or operated by NMC that
has not been fully and finally resolved;  (ii) to the knowledge of the executive
officers  of NMC,  all  permits,  licenses  and other  authorizations  which are
required under United  States,  federal,  state,  provincial and local laws with
respect to pollution or protection of the  environment  ("Environmental  Laws"),
including  Environmental  Laws  relating  to  actual  or  threatened  emissions,
discharges  or  releases  of  pollutants,  contaminants  or  hazardous  or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the  executive  officers  of NMC,  no  conditions  exist  on,  in or  about  the
properties  now or  previously  owned  or  operated  by  NMC or any  third-party
properties to which any  Pollutants  generated by NMC were sent or released that
could give rise on the part of NMC to material liability under any Environmental
Laws,  material claims by third parties under Environmental Laws or under common
law or the  occurrence of material  costs to avoid any such  liability or claim;
and (iv) to the  knowledge of the  executive  officers of NMC, all  operators of
NMC's assets are in material  compliance  with all terms and  conditions of such
Environmental  Laws,  permits,  licenses  and  authorizations,  and are  also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations, schedules and timetables contained in
such laws or contained in any regulation,  code, plan, order, decree,  judgment,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
relating to NMC's assets.

     3.11 NMC shall  deliver at closing to IIC audited  financial  statements of
NMC dated December 31, 2005 and interim unaudited financial statements. All such
statements,  herein sometimes  called "NMC Financial  Statements," are (and will
be) complete and correct in all material  respects and,  together with the notes
to these financial statements, present fairly the financial position and results
of operations of NMC for the periods indicated.  All financial statements of NMC
will have  been  prepared  in  accordance  with  generally  accepted  accounting
principles.


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     3.12 Since the dates of the NMC Financial  Statements,  there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of NMC. NMC does not have any material  liabilities or  obligations,
secured or unsecured except as shown on the updated financials of NMC dated June
30, 2006 (whether accrued, absolute, contingent or otherwise).


                                   ARTICLE IV

                  Representations, Warranties and Covenants of
                       Intercell International Corporation

     No  representations  or  warranties  are  made  by any  director,  officer,
employee  or  shareholder  of IIC as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement.

     IIC hereby represents,  warrants and covenants to NMC and its shareholders,
except as stated in the IIC Disclosure Statement, as follows:

     4.1 IIC is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Nevada,  and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being conducted.  The Articles of Incorporation and Bylaws of IIC, copies of
which have been  delivered to NMC, are  complete  and  accurate,  and the minute
books of IIC contain a record,  which is complete  and  accurate in all material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
Board of Directors of IIC.

     4.2 The  aggregate  number of shares  which IIC is  authorized  to issue is
100,000,000  shares of common stock, of which  23,836,323  shares of such common
stock are issued and outstanding, fully paid and non-assessable,  at the Closing
under this Agreement. IIC will have, on the Closing Date, only those outstanding
options,  warrants or other rights to purchase,  or subscribe  to, or securities
convertible into or exchangeable for any shares of capital stock as described on
Schedule 4.2 hereof.  One million  shares of Series A Preferred  Stock of IIC is
outstanding  as of date hereof,  and a total of ten million  shares of Preferred
(all series) is authorized.

     4.3 IIC has complete  and  unrestricted  power to enter into and,  upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

     4.4 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
IIC will  conflict  with or result in a breach or  violation  of the Articles of
Incorporation or Bylaws of IIC.

     4.5 The execution of this  Agreement has been duly  authorized and approved
by the Board of Directors of IIC.

     4.6 IIC has  delivered to NMC unaudited  financial  statements of IIC dated
June 30, 2006.  All such  statements,  herein  sometimes  called "IIC  Financial
Statements,"  are (and will be) complete  and correct in all  material  respects
and, together with the notes to these financial  statements,  present fairly the
financial  position and results of operations of IIC for the periods  indicated.
All  statements  of IIC will have been  prepared in  accordance  with  generally
accepted accounting principles.




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     4.7 Since the dates of the IIC  Financial  Statements,  there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of IIC. IIC does not have any material  liabilities or  obligations,
secured or unsecured except as shown on the Schedules  attached as Schedule 4.7,
excluding fees and costs related to this transaction.

     4.8 There are no legal  proceedings  or  regulatory  proceedings  involving
material claims pending, or, to the knowledge of the officers of IIC, threatened
against IIC or affecting any of its assets or properties,  and IIC is not in any
material  breach or violation of or default  under any contract or instrument to
which IIC is a party,  and no event has occurred which with the lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by IIC under any contract or other instrument to which IIC is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective  Articles of  Incorporation  or Bylaws,  nor is there any
court or regulatory  order pending,  applicable to IIC, except there are certain
judgments,  all but one of which are in the process of being released, as listed
on Schedule 4.8.

     4.9 IIC shall not enter into or consummate  any  transactions  prior to the
Effective  Date other than in the  ordinary  course of business  and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction  which would adversely  affect its financial  condition
except  pursuant  to the  proposed  minutes  of the  Board of  Directors  of IIC
presented herewith for approval by NMC.

     4.10 The representations and warranties of IIC shall be true and correct as
of the date hereof and as of the Effective Date.

     4.11 IIC corporate  books and records are true records of its actions.  IIC
will also deliver to NMC on or before the Closing  Date any reports  relating to
the financial  and business  condition of IIC which occur after the date of this
Agreement and any other  reports sent  generally to its  shareholders  after the
date of this Agreement.

     4.12 IIC has no employee benefit plan in effect at this time

     4.13 IIC is current in its filing  obligations under the federal securities
laws.  No  report  filed by IIC  with the  Securities  and  Exchange  Commission
contains any untrue  statement of a material fact or omits to state any material
fact necessary to make such  representation or warranty not misleading,  and all
such reports  comply as to form and substance in all material  respects with all
applicable SEC requirements.

     4.14 IIC agrees that all rights to indemnification now existing in favor of
the employees,  agents,  directors or officers of NMC and its  subsidiaries,  as
provided in the  Articles of  Incorporation  or Bylaws or otherwise in effect on
the date hereof shall survive the transactions contemplated hereby in accordance
with their terms, and IIC expressly assumes such indemnification  obligations of
NMC.


                                    ARTICLE V

              Obligations of the Parties Pending the Effective Date

     5.1 At all times prior to the Effective Date during regular business hours,
each party will  permit the other to examine its books and records and the books
and records of its subsidiaries  and will furnish copies thereof on request.  It
is recognized  that,  during the performance of this  Agreement,  each party may


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provide the other parties with information  which is confidential or proprietary
information.  The recipient of such information  shall at all times protect such
information from disclosure, other than disclosure required by rule, regulation,
or law,  other than to members of its own or  affiliated  organizations  and its
professional advisers, in the same manner as it protects its own confidential or
proprietary  information  from  unauthorized   disclosure,   and  not  use  such
information to the competitive  detriment of the disclosing  party. In addition,
if this Agreement is terminated for any reason, each party shall promptly return
or  cause  to be  returned  all  documents  or  other  written  records  of such
confidential  or  proprietary  information,  together  with all  copies  of such
writings and, in addition,  shall either  furnish or cause to be  furnished,  or
shall destroy, or shall maintain with such standard of care as is exercised with
respect to its own  confidential or proprietary  information,  all copies of all
documents or other  written  records  developed or prepared by such party on the
basis of such confidential or proprietary  information.  No information shall be
considered  confidential or proprietary if it is (a) information  already in the
possession of the party to whom disclosure is made, (b) information  acquired by
the party to whom the disclosure is made from other sources,  or (c) information
in the public domain or generally  available to interested persons or which at a
later date passes into the public  domain or becomes  available  to the party to
whom  disclosure  is made  without  any  wrongdoing  by the  party  to whom  the
disclosure is made.

     5.2 IIC and NMC shall  promptly  provide each other with  information as to
any significant  developments  in the  performance of this Agreement,  and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

     5.3 All  parties to this  Agreement  shall  take all such  action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.


                                   ARTICLE VI

                             Procedure For Exchange

     6.1 At the Closing Date, the exchange  shall be effected  within 4 business
days after  receipt by M. A.  Littman,  as  attorney  for IIC, of the NMC common
stock certificates  representing 100% of the issued and outstanding common stock
of NMC, together with the signed Exchange Agreements, containing the information
necessary  to  issue  the  2,000,000  common  shares  of IIC  to the  exchanging
shareholders  of NMC, by instructing  the transfer agent of IIC to issue the new
certificates  and  sending  the  certificates  of IIC by Federal  Express to the
exchanging shareholders.


                                   ARTICLE VII

                           Conditions Precedent to the
                          Consummation of the Exchange

     The following are conditions precedent to the consummation of the Agreement
on or before the Effective Date:




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     7.1  NMC  and  IIC  shall  have  performed  and  complied  with  all of its
respective  obligations  hereunder which are to be complied with or performed on
or before the  Effective  Date and IIC and NMC shall  provide one another at the
Closing with a certificate  to the effect that such party has performed  each of
the acts and  undertakings  required  to be  performed  by it on or  before  the
Closing Date pursuant to the terms of this Agreement.

     7.2 This Agreement,  the transactions  contemplated  herein shall have been
duly  and  validly  authorized,   approved  and  adopted,  at  meetings  of  the
shareholders of NMC duly and properly called for such purpose in accordance with
the applicable laws.

     7.3 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

     7.4 All actions,  proceedings,  instruments and documents required to carry
out this  Agreement and the  transactions  contemplated  hereby and the form and
substance of all legal  proceedings and related matters shall have been approved
by counsel for NMC and IIC.

     7.5  The  representations  and  warranties  made  by NMC  and  IIC in  this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the Closing Date.

     7.6  IIC  shall  furnish  NMC  with a  certified  copy of a  resolution  or
resolutions  duly  adopted  by the Board of  Directors  of IIC,  approving  this
Agreement and the transactions  contemplated by it, including the  authorization
of the Common Shares.


                                  ARTICLE VIII

                           Termination and Abandonment

     8.1 Anything  contained in this Agreement to the contrary  notwithstanding,
the Agreement may be terminated and abandoned at any time prior to the Effective
Date:

          (a) By mutual consent of NMC and IIC;

          (b) By NMC, or IIC, if any condition set forth in Article VII relating
     to the other party has not been met by the  effective  date or has not been
     waived in writing by the other party;



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          (c) By NMC, or IIC, if any suit,  action or other  proceeding shall be
     pending or threatened by the federal or a state government before any court
     or  governmental  agency,  in which it is sought to  restrain,  prohibit or
     otherwise affect the consummation of the transactions contemplated hereby;

          (d)  By  any  party,  if  there  is  discovered  any  material  error,
     misstatement or omission in the  representations  and warranties of another
     party;

          (e) By any party if the Agreement Effective Date is not within 30 days
     from the date hereof, or if the Closing Date passes without performance.

     8.2 Any of the  terms or  conditions  of this  Agreement  may be  waived in
writing at any time by the party which is entitled  to the benefit  thereof,  by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of  Directors  taking the action,
such waiver will not have a materially  adverse effect on the benefits  intended
under this Agreement to the party waiving such term or condition.


                                   ARTICLE IX

                        Termination of Representation and
                        Warranties and Certain Agreements

     9.1 The  respective  representations  and  warranties of the parties hereto
shall expire  with,  and be  terminated  and  extinguished  four years after the
Effective  Date of the  Agreement;  provided,  however,  that the  covenants and
agreements of the parties hereto shall survive in accordance with their terms.


                                    ARTICLE X

                                  Miscellaneous

     10.1 This Agreement embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those provided for herein.

     10.2  To  facilitate  the  execution  of  this  Agreement,  any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     10.3 All parties to this  Agreement  agree that if it becomes  necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     10.4 This  Agreement may be amended upon approval of the Board of Directors
of each party provided that the shares  issuable  hereunder shall not be amended
without approval of the requisite shareholders of NMC.




                                       10
<PAGE>



     10.5 Any notices,  requests, or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
fees prepaid, addressed as follows:

  To: New Market China, Inc.:                14860 Montfort Drive, Suite 210
                                             Dallas, TX  75254


  To: Intercell International Corporation:   370 17th Street, Suite 3290
                                             Denver, CO 80202

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     10.6 No press release or public  statement  will be issued  relating to the
transactions  contemplated  by this Agreement  without prior approval of NMC and
IIC. However, either NMC or IIC may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

     10.7 One  director of IIC shall resign  effective at closing.  The Board of
Directors  of IIC  shall  appoint  the  following  individuals  to the  Board of
Directors of IIC concurrent with the closing of the transaction  contemplated in
this Agreement:

         Philip Rauch
         Philip Verges

     10.8 Within five days after the date of this Agreement, the shareholders of
NMC  holding a total of 100% of the issued and  outstanding  shares of NMC shall
join this Agreement by execution of the signature page hereon. In the event this
provision is not complied within the time specified,  this Agreement and Plan of
Reorganization shall be null and void and all agreements terminated.

     10.9 It is a  condition  of  Closing  under this  Agreement  that IIC shall
remain listed in good standing on the OTCBB as of Closing date.

     10.10  Officers of IIC shall  resign  effective  at closing,  and the Board
shall  appoint  Philip  Verges  and Philip  Rauch as  President  and  Secretary,
respectively.







                [Balance of this page intentionally left blank.]







                                       11
<PAGE>



     IN WITNESS  WHEREOF,  the parties  have set their hands and seals this ____
day of _____________, 2006.

                       Intercell International Corporation

                        By:
                          --------------------------------------------
                          President


Attest:
       -------------------------------------
        Secretary


                             New Market China, Inc.

                        By:
                          --------------------------------------------
                          President


Attest:
       -------------------------------------
        Secretary



New Market China, Inc. SHAREHOLDERS (by signature below or pursuant to execution
of the Exchange  Agreement and  Representations  incorporating this Agreement by
reference.)


Signatures                 Please Print Names        # of Shares

1______________________    ______________________    ________________

2______________________    ______________________    ________________

3______________________    ______________________    ________________

4______________________    ______________________    ________________

5______________________    ______________________    ________________











                                       12
<PAGE>



                                  Schedule 2.2

                       INTERCELL INTERNATIONAL CORPORATION

                        OUTSTANDING OPTIONS AND WARRANTS




Outstanding Equity Instrument                Number of Shares
-------------------------------------        ----------------------

Warrants                                          7,425,000

Stock Options under the Intercell
International Corporation 1995
Compensatory Stock Option Plan                    4,880,550





















                                       13
<PAGE>




                                  Schedule 4.2

                       INTERCELL INTERNATIONAL CORPORATION

                         OUTSTANDING EQUITY INSTRUMENTS



Outstanding Equity Instrument                Number of Shares
-------------------------------------        ----------------------


Warrants                                        7,425,000

Stock Options under the Intercell
International Corporation 1995
Compensatory Stock Option Plan                  4,880,550

Preferred Shares                                1,000,000*









-----------
* Preferred Shares are to be issued upon closing of the transaction.












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