EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT is entered into by and between Messrs. ▇▇▇▇▇
▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter "Sellers") and Intercell
International Corporation (hereinafter "Intercell"), a Nevada corporation on
this 30th day of January 2004.
WHEREAS, ▇▇▇▇▇▇▇▇ DEC, LLC (hereinafter "▇▇▇▇▇▇▇▇ DEC"), Colorado limited
liability company is to become a wholly owned subsidiary of Intercell; and
WHEREAS, the Sellers equally own 40% equity of ▇▇▇▇▇▇▇▇ DEC and Intercell
owns 60% of the equity of ▇▇▇▇▇▇▇▇ DEC; and
WHEREAS, Intercell desires to purchase the 40% equity held equally by the
Sellers; and
WHEREAS, Intercell in December 2003, advanced to ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ DEC held by
Sellers.
2. Intercell agrees to purchase the remaining 40% equity in ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ DEC as additional
paid in capital, which shall include a credit for the advance made by
Intercell in December 2003 to ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ would be provided with a provision/addendum to
his existing 5-year employment agreements with ▇▇▇▇▇▇▇▇ DEC, LLC, such
provision shall state that if ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ meets his objectives and
the Board of Directors do not wish to renew ▇▇. ▇▇▇▇▇'▇ contract then
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▇▇. ▇▇▇▇▇ would be entitled to a buyout equal to a 2 year contract at his
current annual salary in year five. If ▇▇. ▇▇▇▇▇ does not meet his
objectives at the end of his 5-year contract then Intercell International
Corp. holds no liability to renew or buyout ▇▇. ▇▇▇▇▇'▇ contract. An
employment agreement can still be negotiated if the Board of Directors
wishes to retain ▇▇. ▇▇▇▇▇.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Chief Financial Officer
▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Individually
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Individually
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