Agreement and Plan of Reorganization



                                 by and between

                       Intercell International Corporation

                              a Nevada corporation

                                       and

                             New Market China, Inc.

                              a Nevada corporation



                          dated: _____________________



























{PAGE}







                      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.







                                       2

{PAGE}







     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

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