SECURITIES PURCHASE AGREEMENT



     This Securities  Purchase Agreement  ("Agreement"),  dated as of August 21,

2006,  among,  Intercell   International   Corporation  ("IIC"),  and  NewMarket

Technology, Inc. (the "Buyer").





                              W I T N E S S E T H:





     A. WHEREAS, IIC is a corporation duly organized under the laws of the State

of Nevada.



     B.  WHEREAS,  Buyer wishes to purchase an  aggregate  of 250,000  shares of

Series A Preferred stock of IIC (collectively,  the "Purchase Shares"),  and IIC

desires  to sell the  Purchase  Shares  to Buyer  free  and  clear of liens  and

encumbrances.



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



                                    ARTICLE I



                                The Consideration

                                -----------------



     1.1 Subject to the conditions set forth herein, IIC shall sell to Buyer and

Buyer shall purchase an aggregate of 250,000 shares of Series A Preferred  stock

of IIC from IIC. The purchase price for the shares to be paid by Buyer to IIC is

$250,000 advanced to escrow (the "Consideration")  which is herewith assigned by

Buyer to and for the benefit of IIC.



                                   ARTICLE II



                         Closing and Issuance of Shares

                         ------------------------------



     2.1 The  Purchase  Shares  shall be issued by IIC to Buyer  fully  paid and

nonassessable  free and clear of any liens or  encumbrances  upon receipt of the

Consideration by IIC, and satisfaction of a) the conditions precedent in Article

VI, and b) procedures in Article 5.



     2.2 Closing  hereunder  shall be  completed  by  delivery of the  requisite

closing documents,  consideration and share certificates on or before August 21,

2006 at 5:00 p.m. PST ("Closing  Date") subject to satisfaction of the terms and

conditions set forth herein.  Consideration  may be delivered by Federal Express

and any closing  documents  may be delivered by  facsimile,  Federal  Express or

other appropriate means.





{PAGE}



                                  ARTICLE III



                Representations, Warranties and Covenants of IIC

                ------------------------------------------------



     IIC hereby represents, warrants and covenants to Buyer as follows:



     3.1 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 Amendments and Bylaws of

IIC,  are complete and  accurate,  and the minute books of IIC,  copies of which

have also been made available to Buyer,  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.



     3.2 The authorized  capital stock of IIC consists of 200,000,000  shares of

common stock;  and 10 million shares of preferred is authorized of which 250,000

shares have been designated as Series A Preferred with the Rights and Privileges

as contained on Exhibit A hereto. There are 23,836,323 shares of Common Stock of

IIC  issued  and  outstanding  and no  shares of  Preferred  of any  series  are

currently  outstanding.  All such  shares of  capital  stock of IIC are  validly

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