As Amended October 14, 1997
OFFER FOR DEVELOPMENT AGREEMENT
MICROLINK TECHNOLOGIES CORPORATION
1. Form New Corporation
2. Particle Interconnect Corporation transfers all of its Intellectual Property to MTC after November 2, 1997 for
Intercell Corporation's ownership in MTC, which shall at that time be not less than 72.5%.
Herb Neuhaus has indicated a "minimum operational level" budget of $325,000 (which includes $50,000 of
current obligations excluding leases) for the period September 30, 1997 to March 31, 1998.
Ronald Morley has committed, with the assistance of Herb Neuhaus and Paul H. Metzinger, to pursue the
financing, with the stated objective of receiving substantive written offers, proposals or agreements-in-principle,
on or before December 31, 1997. At this point, the status of the entire program will be reviewed.
(a) Intercell will advance $180,000 (less payments made since September 20, 1997) to MTC to cover
operations on or about October 17, 1997. Intercell Corporation commits to timely provide an additional
$140,000 for operations for months 4, 5 and 6, if required. Herb Neuhaus will control the expenditure of such
(b) MTC will obtain financing:
(i) Through direct sale of 20% of its equity for not less than $350,000
Microlink Technologies Corp. 15.0% Herb Neuhaus
Ownership 12.5 Ron Morley
72.5 Intercell Corporation
3. Herb Neuhaus President, Chief Executive Officer, Treasurer,
Ronald Morley Vice-President of Sales & Marketing, Secretary,
Paul H. Metzinger Director
4. Finance MTC.
(ii) Through R&D funds of not less than $500,000 advanced by sponsoring firms in an amount agreed between
MTC and the sponsoring firms, with such firms having (A) excl