**EXHIBIT
      10.1**





**CONSULTING
      AGREEMENT**





This
      Consulting Agreement (the “Agreement”) is entered into as of the 1st day of May
      2006 by and between International Cellular Accessories, a Nevada corporation,
      with its principal offices at 10 Warren Avenue, Spring Lake, NJ 07762 (the
      “Company”) and Rachel Wosk with an address at 48055 Yale Road RR 32, Chilliwach,
      British Columbia V2P 6H4 (the “Consultant”).





**WHEREAS,** the
      Company wishes to engage the Consultant to provide business advisory and related
      services to the Company and the Consultant wishes to accept such engagement,
      all
      upon the terms and subject to the conditions contained in this
      Agreement;





**NOW,
      THEREFORE,** the
      parties hereto, in consideration of the mutual consideration and promises
      contained herein and intending to be bound, hereby agree as
      follows:





**1.**  **Retention
      of Consultant** **.** The
      Company hereby retains the Consultant, and Consultant agrees to be retained
      by
      the Company, upon the terms in, and subject to the conditions of, this
      Agreement.





**2.**  **Term** **.** The
      term
      of this Agreement shall begin on the Closing Date of the Purchase Agreement
      (the
“Effective Date”) and shall continue for six (6) months thereafter.





**3.**  **Duties
      of Consultant** **.** During
      the term of this Agreement, the Consultant shall assist and advise the Company
      with respect to its SEC filings as such relates to matters that took place
      prior
      to April 1, 2006 and with regard to the dissolution of its Canadian subsidiary,
      International Cellular Accessories Inc.





**4.**  **Compensation** **.** As
      compensation to the Consultant for the services to be rendered under this
      Agreement, the Company shall pay Consultant an aggregate of
      forty-eight-thousand-seven hundred-three Canadian dollars (Can$48,703).





**5.**  **Status
      as Independent Contractor** **.** The
      parties intend and acknowledge that the Consultant is acting as an independent
      contractor and not as an employee of the Company and that the level of
      compensation to Consultant is not dependent upon any preordained time commitment
      or level of activity. The Company shall not be responsible for any withholding
      in respect of taxes or any other deductions in respect of the fees to be paid
      to
      Consultant and all such amounts shall be paid without any deduction or
      withholding. Nothing in this Agreement shall be construed to create any
      partnership, joint venture or similar arrangement between the Company and the
      Consultant or to render either party responsible for any debts or liabilities
      of
      the other.





**6.**  **Confidentiality** **.** The
      Consultant acknowledges that in connection with the services to be rendered
      under this Agreement, the Consultant may be provided with confidential business
      information of the Company. The Consultant agrees to keep any information or
      materials specifically designated in writing by a responsible officer of the
      Company as confidential (the “Confidential Information”) in the strictest
      confidence and not to disclose or disseminate any such Confidential Information
      to any person, firm or other business entity except to those employees,
      consultants or other independent contractors of the Company or the Consultant
      as
      shall be necessary or advisable for the carrying out of the purposes of this
      Agreement and who are under a similar obligation of
      confidentiality.








**7.**  **Amendments,
      Modifications, Waivers, Etc** **.** No
      amendment or modification to this Agreement, nor any waiver of any term or
      provision hereof, shall be effective unless it shall be in a writing signed
      by
      the party against whom such amendment, modification or waiver shall be sought
      to
      be enforced. No waiver of any term or provision shall be construed as a waiver
      of any other term or condition of this Agreement, nor shall it be effective
      as
      to any other instance unless specifically stated in a writing conforming with
      the provisions of this Section 7.





**8.**  **Successors
      and Assigns** **.** This
      Agreement shall be enforceable against any successors in interest, if any,
      to
      the Company and the Consultant. Except as specifically provided herein, neither
      the Company nor the Consultant shall assign any of their respective rights
      or
      obligations hereunder without the written consent of the other in each
      instance.





**9.**  **Counterparts** .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.





**10.**  **Notices** **.** Any
      notices required or permitted to be given under this Agreement shall be
      effective upon receipt at the respective addresses in the recitals to this
      Agreement unless the address for notice to either party shall have been changed
      by a notice given in accordance with this Section 10.





**11.**  **Governing
      Law; Venue** **.** This
      Agreement shall be governed by, and construed in accordance with, the
      substantive laws of the State of New York, without regard for principals of
      conflicts of laws. Any action under this Agreement shall be brought in the
      federal or state court in the City, County and State of New York.





IN
      WITNESS WHEREOF, the parties hereto have set their respective hands as of the
      date first above written.




**The
              Company:**
            
            
            **The
              Consultant:**INTERNATIONAL CELLULAR
              ACCESSORIESBy:
            /s/ Clifford
              Chapman
            
            
            /s/ Rachel
              WoskName:Clifford
              Chapman
            
            
            Rachel
              WoskTitle:President