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                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                               OF PIZZA INN, INC.



     This  Charter  identifies  the  purpose, composition, meeting requirements,
committee  responsibilities,  annual  evaluation procedures, investigations, and
studies  of the Audit Committee (the "Committee") of the Board of Directors (the
"Board")  of  Pizza  Inn,  Inc.,  a  Missouri  corporation  (the  "Company").

I.     PURPOSE

     The  Committee  has  been  established  to:  (a)  assist  the  Board in its
oversight  responsibilities  regarding  (1)  the  integrity  of  the  Company's
financial  statements,  (2)  the  Company's compliance with legal and regulatory
requirements,  and  (3)  the  independent  accountant's  qualifications  and
independence;  (b)  prepare  the report required by the United States Securities
and  Exchange Commission (the "SEC") for inclusion in the Company's annual proxy
statement;  (c)  retain  and terminate the Company's independent accountant; (d)
approve  audit  and  non-audit  services  to  be  performed  by  the independent
accountant;  and  (e) perform such other functions as the Board may from time to
time  assign  to  the  Committee.  In performing its duties, the Committee shall
seek  to  maintain  an  effective  working  relationship  with  the  Board,  the
independent  accountant,  and  management  of  the  Company.

II.     COMPOSITION

     The  Committee shall be composed of at least three, but not more than five,
members (including a Chairperson), all of whom shall be "independent directors,"
as  such  term  is defined by the Sarbanes-Oxley Act of 2002 ("Act"), and in the
rules  and regulations of the SEC and the Nasdaq stock exchange.  The members of
the  Committee  and  the Chairperson shall be selected annually by the Board and
serve  at  the  pleasure  of  the  Board.  A  Committee  member  (including  the
Chairperson)  may  be  removed at any time, with or without cause, by the Board.
No  person  may  be  made a member of the Committee if his or her service on the
Committee  would  violate  any  restriction  on  service  imposed by any rule or
regulation  of  the  SEC or any securities exchange or market on which shares of
the  common stock of the Company are traded.  All members of the Committee shall
have  a  working  familiarity with basic finance and accounting practices and be
able  to  read  and  understand  financial  statements  at  the  time  of  their
appointment.  Committee  members  may enhance their familiarity with finance and
accounting  by participating in educational programs conducted by the Company or
an  outside  consultant.  The Chairperson will maintain regular liaison with the
chief  executive  officer,  chief financial officer, and the lead partner of the
independent  accountant.

     Except for Board and Committee fees, a member of the Committee shall not be
permitted  to  accept  any  fees  paid  directly or indirectly for services as a
consultant,  legal  or  financial  advisor,  or any other fees prohibited by the
rules  of  the  SEC  and the Nasdaq stock exchange.  In addition, members of the
Committee  shall  not  be  an  affiliated person (as defined by the Act, SEC, or
Nasdaq) of the Company or any of its subsidiaries.  Members of the Committee may
receive  his  or her Board and Committee fees in cash, Company stock or options,
or  other  in-kind  consideration as determined by the Board or the Compensation
Committee, as applicable, in addition to all other benefits that other directors
of  the  Company  receive.



III.     MEETING  REQUIREMENTS

     The  Committee  shall  meet  as  necessary  to  enable  it  to  fulfill its
responsibilities.  The  Committee  shall  meet  at  the call of its Chairperson,
preferably  in  conjunction with regular Board meetings.  The Committee may meet
by  telephone  conference  call  or  by  any other means permitted by law or the
Company's Bylaws.  A majority of the members of the Committee shall constitute a
quorum.  The  Committee  shall  act  on  the  affirmative  vote of a majority of
members  present  at a meeting at which a quorum is present.  Without a meeting,
the  Committee  may  act  by  unanimous  written  consent  of  all members.  The
Committee shall determine its own rules and procedures, including designation of
a chairperson pro tempore, in the absence of the Chairperson, and designation of
a  secretary.  The  secretary  need  not  be a member of the Committee and shall
attend Committee meetings and prepare minutes.  The Committee shall keep written
minutes  of  its  meetings,  which shall be recorded or filed with the books and
records  of  the Company.  Any member of the Board shall be provided with copies
of  such  Committee  minutes  if  requested.

     The  Committee  may  ask members of management, employees, outside counsel,
the  independent  accountant, or others whose advice and counsel are relevant to
the issues then being considered by the Committee, to attend any meetings and to
provide  such  pertinent  information  as  the  Committee  may  request.

     The Chairperson of the Committee shall be responsible for leadership of the
Committee,  including  preparing  the agenda, presiding over Committee meetings,
making Committee assignments, and reporting the Committee's actions to the Board
from  time  to  time  (but  at  least once each year) as requested by the Board.

     As  part of its responsibilities to foster free and open communication, the
Committee  should  meet  periodically  with  management  and  the  independent
accountant  in  separate  executive  sessions  to  discuss  any matters that the
Committee  or  any  of  these  groups believe should be discussed privately.  In
addition,  the  Committee,  or  at  least  its Chairperson, should meet with the
independent  accountant  and  management  as  necessary  to review the Company's
financial  statements  prior  to  their  public  release  consistent  with  the
provisions set forth below in Section IV.  The Committee may also meet from time
to time with the Company's investment bankers, investor relations professionals,
and  financial  analysts  who  follow  the  Company.

IV.     COMMITTEE  RESPONSIBILITIES

     In  carrying  out its responsibilities, the Committee believes its policies
and  procedures  should  remain  flexible,  in  order  to best react to changing
conditions  and  to  ensure  to  the  Board  and shareholders that the corporate
accounting  and  reporting  practices  of the Company are in accordance with all
requirements  and  are  of  the  highest  quality.  In  carrying  out  these
responsibilities,  the  Committee  will:

A.     Oversight  of  the  Financial  Reporting  Process
       -------------------------------------------------

1.     In consultation with the independent accountant discuss the integrity and
quality  of  the  organization's  financial reporting process, both internal and
external.

2.     Consider  the  independent  accountant's  judgments about the quality and
appropriateness  of  the  Company's  accounting  principles  as  applied  in its
financial  reporting.  Consider alternative accounting principles and estimates.

3.     Annually  review  major  issues  regarding  the  Company's  accounting
principles and practices and its presentation of financial statements, including
the  adequacy  of  internal  controls  and  plans  by  management to address any
material  internal  control  deficiencies.

4.     Discuss  with  management  and  legal  counsel  the  status  of  pending
litigation,  taxation matters, compliance policies, and other areas of oversight
applicable  to  the  legal  and  compliance  area  as  may  be  appropriate.

5.     Meet  at  least  annually  with  the  chief  financial  officer  and  the
independent  accountant  in  separate  executive  sessions.

6.     Review  analyses prepared by management and the independent accountant of
significant financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any analysis of the
effect  of  alternative  methods  under generally accepted accounting principles
("GAAP")  on  the  Company's  financial  statements  and  a  description  of any
transactions as to which management obtained Statement on Auditing Standards No.
50  letters.

7.     Review  with  management  and  the  independent  accountant the effect of
regulatory  and accounting initiatives, as well as off-balance sheet structures,
on  the  Company's  financial  statements.

B.      Review  of  Documents  and  Reports
        -----------------------------------

1.     Review and discuss with management the Company's annual audited financial
statements  and  quarterly financial statements (including disclosures under the
section  entitled  "Management's  Discussion and Analysis of Financial Condition
and  Results  of  Operation")  and  any  reports  or other financial information
submitted  to any governmental body, or the public, including any certification,
report,  opinion, or review rendered by the independent accountant, considering,
as  appropriate,  whether  the  information  contained  in  these  documents  is
consistent  with  the  information  contained  in  the  financial statements and
whether  the  independent  accountant  and  legal counsel are satisfied with the
disclosure  and  content  of  such  documents.

2.     Review  and  discuss  with  management  and  the  independent  accountant
earnings  press releases, as well as financial information and earnings guidance
provided  to  analysts  and  rating agencies.  The Committee need not discuss in
advance  each  earnings  release  but  should  generally  discuss  the  types of
information  to  be  disclosed  and  the  type of presentation to be made in any
earnings  release  or  guidance.

3.     Review  reports  from  management  and  the independent accountant on the
Company's  subsidiaries and affiliates, compliance with the Company's code(s) of
conduct,  applicable  law,  and  insider  and  related  party  transactions.

4.     Review  with management and the independent accountant any correspondence
with  regulators or government agencies and any employee complaints or published
reports  that raise material issues regarding the Company's financial statements
or  accounting  policies.

5.     Assist  management  in preparing and approving the report required by the
rules  of  the  SEC  to  be  included  in  the Company's annual proxy statement.

6.     Submit  the  minutes  of all meetings of the Committee to, or discuss the
matters  discussed  at  each  Committee  meeting  with,  the  Board.

7.     Review  the audited financial statements and discuss them with management
and  the  independent accountant.  These discussions shall include consideration
of  the  quality  of  the  Company's  accounting  principles  as  applied in its
financial  reporting,  including  review  of  audit  adjustments, whether or not
recorded,  and  any  such  other  inquiries as may be appropriate.  Based on the
review,  the  Committee  shall  make  its  recommendation to the Board as to the
inclusion  of  the  Company's  audited  consolidated financial statements in the
Company's  annual  report  on  Form  10-K.

8.     Review  any  restatements  of  financial statements that have occurred or
were  recommended.

C.      Independent  Accountant  Matters
        --------------------------------

1.     Interview  and  retain the Company's independent accountant, consider the
accounting firm's independence and effectiveness, and approve the engagement fee
and  other  compensation  to  be  paid  to  the  independent  accountant.

2.     On  an  annual  basis,  the  Committee  shall  evaluate  the  independent
accountant's  qualifications,  performance, and independence.  To assist in this
undertaking,  the Committee may request that the independent accountant submit a
report  (which  report  shall  be  reviewed by the Committee) describing (a) the
independent  accountant's  internal quality-control procedures, (b) any material
issues  raised  by  the  most  recent  internal  quality-control review, or peer
review, of the accounting firm or by any inquiry or investigations by government
or  professional  authorities  within the preceding five years respecting one or
more independent audits carried out by the independent accountant, and any steps
taken  to  deal  with any such issues, and (c) all relationships the independent
accountant  has  with  the  Company  and relevant third parties to determine the
independent  accountant's  independence.  In  making  its  determination,  the
Committee  shall  consider  auditing,  consulting,  tax  services,  information
technology services, and other professional services rendered by the independent
accountant  and  its affiliates.  The committee should also consider whether the
provision of any of these non-audit services is compatible with the independence
standards  under  the  guidelines  of  the SEC and of the Independence Standards
Board  and shall pre-approve the retention of the independent accountant for any
non-audit  services.

3.     Review on an annual basis the experience and qualifications of the senior
members  of  the  audit  team.  Discuss  the  knowledge  and  experience  of the
independent  accountant and the senior members of the audit team with respect to
the  Company's industry.  The Committee shall ensure the regular rotation of the
lead  audit  partner  and  audit  review partner as required by law and consider
whether  there  should  be  a  periodic  rotation  of  the Company's independent
accountant.

4.     Review  the  performance  of  the  independent accountant and approve any
proposed  discharge  of  the  independent accountant when circumstances warrant.

5.     Establish  and  periodically  review  the  Company's  hiring policies for
employees  or  former  employees of the independent accountant to ensure that no
conflicts exist by virtue of the Company's employment during the previous twelve
months,  in  a  senior  management position, former employees of the independent
auditor.

6.     Review  with  the independent accountant any problems or difficulties the
auditor  may  have encountered and any "management" or "internal control" letter
provided  by  the  independent  accountant  and  the  Company's response to that
letter.  Such  review  should  include:

(a)     any  difficulties encountered in the course of the audit work, including
any  restrictions  on  the scope of activities or access to required information
and  any  disagreements  with  management;

(b)     any  accounting  adjustments  that  were  proposed  by  the  independent
accountant  that  were  not  agreed  to  by  the  Company;

(c)     communications  between  the  independent  accountant  and  its national
office  regarding  any  issues  on  which it was consulted by the audit team and
matters  of  audit  quality  and  consistency;  and

(d)     any  changes  required  in  the  planned  scope  of  the  audit.

7.     Communicate with the independent accountant regarding critical accounting
policies  and practices to be used in preparing the audit report, and such other
matters as the SEC and the Nasdaq stock market may direct by rule or regulation.

8.     Oversee  the  independent  accountant relationship by discussing with the
independent  accountant the nature and rigor of the audit process, receiving and
reviewing  audit  reports  and ensuring that the independent accountant has full
access  to  the  Committee  (and the Board) to report on any and all appropriate
matters.

9.     Following  completion of the annual audit, review separately with each of
management  and  the  independent  accountant  any  significant  difficulties
encountered  during  the  course of the audit, including any restrictions on the
scope  of  work  or  access  to  required  information

10.     Discuss  with  the independent accountant prior to the audit the general
planning  and  staffing  of  the  audit.

11.     Obtain a representation from the independent accountant that Section 10A
of  the  Securities  Exchange  Act  of  1934  has  been  followed.

12.     Discuss  any matters required by Statement on Auditing Standards No. 61.

D.  Internal  Control  Matters
    --------------------------

1.     Discuss with management policies with respect to risk assessment and risk
management.  Although it is management's duty to assess and manage the Company's
exposure  to  risk,  the  Committee  needs to discuss guidelines and policies to
govern the process by which risk assessment and management is handled and review
the  steps  management  has  taken  to  monitor  and  control the Company's risk
exposure.

2.     Establish  regular  and separate systems of reporting to the Committee by
each  of  management  and  the  independent accountant regarding any significant
judgments  made  in management's preparation of the financial statements and the
view  of  each  as  to  the  appropriateness  of  such  judgments.

3.     Review with the independent accountant and management the extent to which
changes  or  improvements  in  financial  or  accounting  practices  have  been
implemented.  This  review should be conducted at an appropriate time subsequent
to  implementation  of  changes  or  improvements,  as decided by the Committee.

4.     Advise  the  Board  about  the  Company's  policies  and  procedures  for
compliance  with  applicable  laws  and regulations and the Company's code(s) of
conduct.

5.     Establish procedures for receiving accounting complaints and concerns and
anonymous  submissions  from  employees  and  others  regarding  questionable
accounting  matters.

6.     Periodically discuss with the chief executive officer and chief financial
officer  (a) significant deficiencies in the design or operation of the internal
controls  that  could adversely affect the Company's ability to record, process,
summarize, and report financial data, and (b) any fraud that involves management
or  other  employees  who  have  a  significant  role  in the Company's internal
controls.

7.     Take  reasonable steps to ensure that no officer, director, or any person
acting  under  their direction fraudulently influences, coerces, manipulates, or
misleads  the  independent  accountant  for  purposes of rendering the Company's
financial  statements  materially  misleading.

     While  the  Committee has the responsibilities and powers set forth in this
Charter,  it  is  not  the duty of the Committee to plan or conduct audits or to
determine  that the Company's financial statements are complete and accurate and
are  in  accordance  with generally accepted accounting principles.  This is the
responsibility  of  management  and  the  independent  accountant.

V.  ANNUAL  EVALUATION  PROCEDURES

     The  Committee  shall annually assess its performance to confirm that it is
meeting  its  responsibilities under this Charter.  In the review, the Committee
shall  consider,  among  other  things, (a) the appropriateness of the scope and
content  of  this  Charter,  (b)  the  appropriateness  of matters presented for
information  and  approval,  (c)  the  sufficiency  of time for consideration of
agenda  items,  (d)  frequency  and  length  of meetings, and (e) the quality of
written  materials  and presentations.  The Committee may recommend to the Board
such  changes  to this Charter as the Committee deems appropriate. The Committee
may  also  evaluate  its  objectivity,  knowledge of the Company's business, and
judgment,  as  well  as  members'  attendance, preparation, and participation in
meetings.

VI.  INVESTIGATIONS  AND  STUDIES

     The  Committee  shall  have  the authority and sufficient funding to retain
special  legal, accounting or other consultants (without seeking Board approval)
to  advise the Committee.  The Committee may conduct or authorize investigations
into  or  studies of matters within the Committee's scope of responsibilities as
described  herein,  and  may  retain, at the expense of the Company, independent
counsel  or  other  consultants  necessary  to  assist the Committee in any such
investigations  or  studies.

VII.  MISCELLANEOUS

     Nothing contained in the Charter is intended to expand applicable standards
of liability under statutory or regulatory requirements for the directors of the
Company or members of the Committee.  The purposes and responsibilities outlined
in this Charter are meant to serve as guidelines rather than as inflexible rules
and  the  Committee  is  encouraged  to  adopt  such  additional  procedures and
standards  as  it  deems  necessary  from  time  to  time  to  fulfill  its
responsibilities.  This  Charter, and any amendments thereto, shall be displayed
on  the Company's web site and a printed copy of such shall be made available to
any  shareholder  of  the  Company  who  requests  it.

Adopted  by  the Audit Committee and approved by the Board of Directors on April
15,  2003.
















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