Investment Agreement between Paul H. Metzinger, Stanley Richards, and Intercell International Corporation

Summary

Paul H. Metzinger and Stanley Richards agree to invest $120,000 in Intercell International Corporation to support its continued operations. In return, Paul Metzinger will be appointed as President, CEO, and Director for two years, initially serving without salary until additional funds are raised. The investment will be used to purchase restricted common stock at a 50% discount from the closing bid price on September 27, 2004. Additionally, Metzinger will receive a fully vested stock option for 500,000 shares at the market price on that date.

EX-4.01 2 doc2.txt EXHIBIT 4.01 Exhibit 4.01 ------------ INVESTMENT OFFER TO INTERCELL INTERNATIONAL TO THE BOARD OF DIRECTORS I and Stanley Richards are prepared to invest $120,000 into Intercell International Corporation to assure survival of the Registrant on the following terms and conditions. 1. Paul Metzinger is appointed as President and Chief Executive Officer, effective immediately, for a period of two years. I agree to serve without salary until sufficient funds are raised through our efforts to justify a modest salary. 2. Paul Metzinger is appointed as a Director of Intercell International. 3. The $120,000 investment, purchases restricted common stock of Intercell International at a 50% discount from the Closing Bid price of the stock on September 27, 2004. 4. I am granted a registered stock option, fully vested, for 500,000 shares at the market price on September 27, 2004. September 21, 2004 /s/ Paul H. Metzinger - --------------------- Paul H. Metzinger /s/ Stanley Richards - -------------------- Stanley Richards