AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization, ("Agreement") dated as of the 7th day of July, 1995 among Intercell
Corporation and Modern Industries, Inc.
Whereas, the parties hereto desire that stock of Intercell Corporation be exchanged with Modern Industries,
Inc., for assets of Modern Industries, Inc., on the date and at the time provided for herein (the "Effective Date");
and Whereas, the parties hereto desire to set forth certain representations, warranties and covenants made by
each to the other as an inducement to the transaction contemplated;
Now, therefore, in consideration of the premises and of the mutual representations, warranties and covenants
herein contained, the parties hereby agree as follows;
Subject to the terms and conditions herein on July 7, 1995, at 10:00 a.m., or at such other time as Intercell
Corporation and Modern Industries, Inc., shall designate, Intercell Corporation shall deliver to Modern
Industries, Inc. the stock of Intercell Corporation herein described and Modern Industries, Inc. shall deliver to
Intercell Corporation the assets of Modern Industries, Inc. herein described.
1.2 RIGHTS AND PREFERENCES OF INTERCELL CORPORATION STOCK
The rights and preferences of Intercell Corporation Stock transferred to the Stockholders of Modern Industries,
Inc. shall be as follows:
5,412,191 common restricted no par value shares, as described in the Articles of Incorporation of Intercell
1.3 ASSETS TO BE TRANSFERRED-LIABILITIES TO BE ASSUMED
The assets to be transferred by Modern Industries, Inc. pursuant to this Agreement are set forth in EXHIBIT "A"
attached hereto and the liabilities to be assumed are set forth in EXHIBIT "B" attached hereto. Intercell
Corporation may waive the production of all Schedules Annexes and Exhibits requested of Modern Industries,
Inc. herein and accept in lieu thereof the Financial Statements of Modern Industries, Inc., alo