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Exhibit 15.1
 CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF PIZZA INN, INC.
  I. PURPOSE
  II. COMPOSITION




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III. MEETING REQUIREMENTS
     IV. COMMITTEE RESPONSIBILITIES
  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.




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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.
 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.




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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.
 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.




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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 information10.
    
    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.
 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




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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.8.
    
    Review and approve all transactions between the Company and any
related person that are required to be disclosed pursuant to Securities and
Exchange Commission Regulation S-K, Item 404 (Item 404). Related person
and transactions shall have the meanings given to such terms in Item 404, as
amended from time to time.
  V. ANNUAL EVALUATION PROCEDURES




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VI. INVESTIGATIONS AND STUDIES
  VII. MISCELLANEOUS
   /s/ Ramon D. PhillipsRamon D. Phillips, Chairman