WWW.EXFILE.COM INC. -- 14255 -- WIRELESS XCESSORIES GROUP, INC. -- FORM 8-K


    EXHIBIT
      10.01

    
 

    Wireless
      Xcessories Group,
Inc.

    1840
      County Line Road, Huntingdon Valley, PA 19006 Phone 215-494-0111 Fax
      215-494-0113

    


    


    AUDIT
      COMMITTEE OF THE BOARD OF DIRECTORS

    CHARTER

    


    


    PURPOSE

     

    The
      primary function of the Audit Committee is to assist the Board of Directors
      in
fulfilling
      their responsibility to the shareholders, potential shareholders and investment
      community
      relating to the quality and integrity of the Company's financial reporting.
      The
Audit
      Committee's primary duties and responsibilities are to:

    


    
      	
            	■	
              Serve
                as an independent and objective party to monitor the Company's financial
                reporting
                process and internal controls regarding finance, accounting, legal
                compliance
                and adherence to the Company's
                policies.

            


    

    


    
      	
            	■	
              Appraise
                the independence and performance of the external
                auditors.

            


    

    


    
      	
            	■	
              Foster
                the continuous improvement of the Company's financial policies,
                procedures
                and practices. 

            


    

     

    
      	
            	■	
              Provide
                an open avenue of communication among the independent accountants,
                financial
                and senior management, and the Board of
                Directors.

            


    

    


    
      	
            	■	
              Ascertain
                and insure that the Company is in full and timely adherence with
                all
                dictates, procedures,
                controls, reporting and required management and auditor required
                compliance
                certifications as required to be in full compliance with Sarbanes
                - Oxley
                act. 

            


    

    


    COMPOSITION

    


    The
      Audit
      Committee shall be comprised of three or more directors as determined by the
      Board,
      each of whom shall be independent directors, and free from any relationship
      that, in the opinion of the Board, would interfere with the exercise of his
      or
      her independent judgment
      as a member of the Committee. All members of the Committee shall have a
working
      familiarity with basic finance and accounting practices and at least one member
      of the Committee shall have accounting or related financial management
      expertise.

    


    MEETINGS

    The
      Committee shall meet at least four times annually or more frequently if
      necessary. The Committee shall meet separately at least annually with
      management, the director of internal
      audit and the independent auditors to discuss any matters the Committee or
      they
believe
      should be discussed privately.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      Wireless
        Xcessories Group,
Inc.
1840
      County Line Road, Huntingdon Valley, PA 19006 Phone 215-494-0111 Fax
      215-494-0113

    


    


    RESPONSIBILITIES
      AND DUTIES

    


    General

     

    
      	
            	■	
              Review
                and update the Committee's charter
                annually.

            


    

    


    
      
        
          	
                	■	
                  Perform
                    a self-assessment of the Committee's performance as compared
                    to the
                    charter annually.

                


        

      

    

    


    
      	
            	■	
              Record
                minutes of each meeting and report quarterly to the Board of
                Directors.

            


    

    


    
      	
            	
              ■

            	
              If
                required, report to shareholders annually information relating to
                the
                Committee's charter, the Committee's fulfillment of responsibilities
                under
                the charter or conformity of the Company's financial statements with
                GAAP.

            


    

    


    
      	
            	
              ■

            	
              Conduct
                or authorize investigations into any matters within the Committee's
                scope
                of responsibilities. The Committees shall be empowered to retain
                independent counsel and other professionals to assist in the conduct
                of
                any investigation.

            


    

    


    Independent
      Auditor

     

    
      	
            	■	
              Review
                performance of independent auditors
                annually.

            


    

    


    
      	
            	
              ■

            	
              Recommend
                to the Board the independent auditors to be nominated for the coming
                year.

            


    

    


    
      	
            	■	
              Review
                the audit plan and approve associated
                fees.

            


    

    


    
      
        	
              	■	
                Ensure
                  receipt of and review a written statement from the independent
                  auditors
                  delineating
                  all relationships between the auditors and the Company (including
                  a
                  listing
                  of all non-audit services rendered and related fees) to assure
                  independence of the auditors.

              


      

    

    


    
      	 	
              ■

            	
              Direct
                attention of the auditors to specific matters deemed by the Committee
                to
                be of concern.

            


    

     

    
      	
            	■	
              Instruct
                the independent auditor that the Board of Directors, as the shareholders'
                representative,
                is the auditor's client.

            


    

    


    
      
        
          	
                	■	
                  Inquire
                    as to the auditor's independent qualitative judgments about the
                    appropriateness,
                    not just the acceptability, of the Company's accounting principles
                    and the
                    clarity of its financial
                    disclosures.

                


        

      

    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      Wireless
        Xcessories Group,
Inc.

    

    1840
      County Line Road, Huntingdon Valley, PA 19006 Phone 215-494-0111 Fax
      215-494-0113

    


     

    
      
        
          
            
              	
                    	■	
                      Inquire
                        as to the auditor's views about whether management's choices
                        of accounting
                        principles are conservative, moderate, or
                        aggressive.

                    


            

          

        

      

    

    


    
      	
            	
              ■

            	
              Discuss
                with the independent auditors any required communications after completion
                of annual audit or quarterly reviews prior to filing financial statements
                with the SEC.

            


    

    


    GENERAL
      COUNSEL

    


    
      
        
          	
                	■	
                  Review
                    any legal or regulatory matters that may have a material impact
                    on the
                    financial
                    reports of the Company.

                


        

      

    

    


    
      	
            	
              ■

            	
              Discuss
                actions taken to ensure compliance with applicable laws, regulations
                and
                the Company's code of ethics.

            


    

    


    MANAGEMENT
      AND INDEPENDENT AUDITORS 

    


    
      	
            	
              ■

            	
              Discuss
                significant risks or exposures and assess the steps management has
                taken
                to minimize such risk.

            


    

    


    
      	
            	■	
              Discuss
                adequacy of internal controls including computerized information
                system
                controls
                and any significant findings during the course of
                audits.

            


    

    


    
      	
            	■	
              Review
                recommendations of the independent and internal auditors together
                with
                management's
                response.

            


    

    


    
      	
            	
              ■

            	
              Review
                the adequacy of internal controls and procedures related to executive
                travel and entertainment and related party
                transactions

            


    

    


    
      	 	
              ■

            	
              Discuss
                any material disagreements or difficulties encountered in the course
                of
                audit work, including any restrictions of the scope of work or access
                to
                required information.

            


    

     

    
      	
            	
              ■

            	
              Review
                the financial statements and footnotes contained in the annual report
                prior to issuance to shareholders.

            


    

    


    
      	
            	
              ■

            	
              Review
                all Forms lO-K and lO-Q and discuss with independent auditors prior
                to
                filing with the SEC.

            


    

    


    
      	
            	■	
              Approve
                any changes in accounting
                principles.

            


    

    


    
      	
            	■	
              Review
                and discuss with independent auditors competency of accounting and
                financial
                human resources.