EXHIBIT 2.01
AGREEMENT IN PRINCIPLE
1. Intercell International Corporation (Intercell) and VU Media Duplications,
Inc., (VU) hereby agree to a tax free reorganization of VU into a proposed
new wholly owned subsidiary of Intercell, pursuant to Section 368 (a) 1 (A)
and 368(a)(2)(D) of the Internal Revenue Code.
2. On the effective date of the merger under Nevada law the shareholders of VU
shall own 50% of Intercell. The shareholders of VU agree that they shall
vote their shares for the election of the present directors of Intercell
remaining on the Board of Directors on the closing date for the two Annual
Meetings of shareholders following the Closing Date.
3. Intercell and VU agree that VU shall for purposes of the merger have a
value of $5,000,000. Intercell shall reserve for purposes of the merger
3,388,126 shares of Nanopierce Technologies, Inc., as an equal value, based
on the agreement made when the market value of the common shares ($1.50) of
Nanopierce Technologies, Inc., was then equivalent to $5,000,000. The
reserved Nanopierce shares shall be used by Intercell to obtain financing
for capital expansion of VU's current business operations and as operating
capital.
4. The Closing of the merger is expressly conditioned upon the delivery by VU
of its audited financial statements for its fiscal year ended December 31,
2001.
5. On the Closing Date, the shareholders of VU shall have two of five
directors on the Board of Directors of Intercell.
6. On the Closing Date all incumbent officers of Intercell shall resign and
the officers of VU shall be appointed by Intercell as the new officers of
Intercell.
7. Intercell shall have no obligation to register the Intercell shares
delivered to the shareholders of VU. The shares issued and delivered to the
shareholders of VU shall be issued in reliance upon exemptions from the
registration provisions of the Securities Act of 1933 and similar state
securities laws provisions. The shareholders of VU will make appropriate
representations and agree to appropriate procedures to assure of the
availability of such exemptions.
8. The Merger Agreement shall set forth the entire agreement of the parties
and then only shall the parties be bound by a legally enforceable
agreement.
9. This Agreement In Principle and the contemplated merger can only be
terminated by a party based upon a material adverse financial, legal or
business event. The parties represent to each other that they are not aware
of the existence of any such event, at this time, which would be a basis
upon which to terminate this Agreement In Principle.
10. This Agreement In Principle cannot be changed or assigned without the prior
written consent of the other party first obtained. 11. This Agreement In
Principle is binding upon the heirs, representatives and assigns of the
parties.
12. The laws of the State of Nevada shall govern the merger.
13. The parties represent to each other that they have duly authorized to
execute this Agreement In Principle.
14. The parties agree in good faith to close the merger described herein at the
earliest appropriate time.
INTERCELL INTERNATIONAL CORPORATION VU MEDIA DUPLICATIONS, INC.
By BY
-------------------------------- -----------------------------
Xxxx X. Xxxxxxxxx, President Xxxxx Xxxx, President
April 3, 2002
