---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

T A B L E    O F    C O N T E N
  T S

|1.1    | Date                                                                        | 2
|------ | --------------------------------------------------------------------------- | -
|       |                                                                             |  
|1.2    | Overview                                                                    | 2
|       |                                                                             |  
|1.3    | Selected Annual Information                                                 | 3
|       |                                                                             |  
|1.4    | Summary of Quarterly Results                                                | 4
|       |                                                                             |  
|1.5    | Results of Operations                                                       | 5
|       |                                                                             |  
|1.6    | Liquidity                                                                   | 5
|       |                                                                             |  
|1.7    | Capital Resources                                                           | 6
|       |                                                                             |  
|1.8    | Off-Balance Sheet Arrangements                                              | 6
|       |                                                                             |  
|1.9    | Transactions with Related Parties                                           | 6
|       |                                                                             |  
|1.10   | Fourth Quarter                                                              | 6
|       |                                                                             |  
|1.11   | Proposed Transactions                                                       | 6
|       |                                                                             |  
|1.12   | Critical Accounting Estimates                                               | 6
|       |                                                                             |  
|1.13   | Changes in Accounting Policies
      including Initial Adoption             | 6
|       |                                                                             |  
|1.14   | Financial Instruments and Other
      Instruments                           | 7
|       |                                                                             |  
|1.15   | Other MD&A Requirements                                                     | 7
|       |                                                                             |  
|1.15.1 | Additional Disclosure for Venture
      Issuers Without Significant Revenue | 7
|       |                                                                             |  
|1.15.2 | Disclosure of Outstanding Share
      Data                                  | 8
|       |                                                                             |  
|1.15.3 | Internal Control Over Financial
      Reporting and Disclosure Controls     | 8

- 1 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.1 | Date
|--- | ----

This Management Discussion and Analysis (MD&A) should be
read in conjunction with the audited consolidated financial statements as at
July 31, 2007 of Quartz Mountain Resources Ltd. (Quartz Mountain or the
Company). All dollar amounts herein are expressed in United States Dollars
unless stated otherwise.

This MD&A is prepared as of November 22, 2007.

|1.2 | Overview
|--- | --------

Quartz Mountain Resources Ltd. is a mineral exploration
company. It does not currently have an active exploration project but, with the
assistance of Hunter Dickinson Inc. (HDI), reviews mineral properties to
determine whether there are any properties of merit that could be financed by
the Company.

The Companys objective is to acquire an exploration project
with significant upside potential. In assessing and rating projects, several key
criteria are considered. The known mineralization is viewed in accordance to the
geological setting and target model. An assessment is made of the projects
ultimate size potential. The projects location is evaluated with respect to
political, safety and investment risks, in addition to the ease of doing
business. The deal structure is also examined and rated for its potential
benefit to the Company's shareholders. High priority projects are evaluated in
follow-up field inspections.

The Company has access to the full resources of HDI, an
experienced exploration and development firm with in-house geologists, engineers
and environmental specialists, to assist in its technical review of the various
opportunities. However, the Company does not have the right to require HDI to
bring to the Company all corporate opportunities which come to HDI's
attention.

Since February 2005, the Company has traded on the NEX
Exchange. The Companys trading symbol is QZM.H. In the United States, the
companys shares trade on the over the counter bulletin board under the symbol
QRMRF.PK.

- 2 -

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|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.3 | Selected Annual
      Information
|--- | ---------------------------------

The consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles, and are
expressed in United States dollars except number of common shares.

|Consolidated Balance Sheets                |   | As at July 31 |  |   | As at July 31 |  |   | As at July 31 | 
|------------------------------------------ | - | ------------- |  | - | ------------- |  | - | ------------- | 
|                                           |   | 2007          |  |   | 2006          |  |   | 2005          | 
|                                           |   |               |  |   |               |  |   |               | 
|                                           |   |               |  |   |               |  |   |               | 
|Current assets                             | $ | 712,910       |  | $ | 1,114,030     |  | $ | 687,280       | 
|Mineral property
      interests           |   | 1             |  |   | 1             |  |   | 1             | 
|Total assets                               |   | 712,911       |  |   | 1,114,031     |  |   | 687,281       | 
|                                           |   |               |  |   |               |  |   |               | 
|Current liabilities                        |   | 14,408        |  |   | 16,664        |  |   | 12,659        | 
|Shareholders
      equity                 |   | 698,503       |  |   | 1,097,367     |  |   | 674,622       | 
|Total liabilities and shareholders equity | $ | 712,911       |  | $ | 1,114,031     |  | $ | 687,281       | 

|Operations                               |   | Year ended |   |   | Year ended |   |   | Year ended |  
|---------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                         |   | July 31    |   |   | July 31    |   |   | July 31    |  
|                                         |   | 2007       |   |   | 2006       |   |   | 2005       |  
|                                         |   |            |   |   |            |   |   |            |  
|                                         |   |            |   |   |            |   |   |            |  
|                                         |   |            |   |   |            |   |   |            |  
|                                         |   |            |   |   |            |   |   |            |  
|Legal, accounting and audit              | $ | 21,689     |   | $ | 40,290     |   | $ | 35,505     |  
|Mineral property investigations          |   | 325,856    |   |   |           |   |   | 27,125     |  
|Office and administration                |   | 89,607     |   |   | 82,247     |   |   | 66,864     |  
|Regulatory, trust
      and filing       |   | 23,326     |   |   | 22,228     |   |   | 18,523     |  
|Subtotal                                 |   | 460,478    |   |   | 144,765    |   |   | 148,017    |  
|Foreign exchange gain                    |   | (25,873    | ) |   | (53,106    | ) |   | (47,485    | )
|Interest income                          |   | (35,741    | ) |   | (26,201    | ) |   | (15,127    | )
|Loss for the year                        | $ | 398,864    |   | $ | 65,458     |   | $ | 85,405     |  
|                                         |   |            |   |   |            |   |   |            |  
|Basic and diluted loss per share         | $ | 0.03       |   | $ | 0.01       |   | $ | 0.01       |  
|                                         |   |            |   |   |            |   |   |            |  
|Weighted average number of common shares |   |            |   |   |            |   |   |            |  
|outstanding                              |   | 13,399,426 |   |   | 12,322,741 |   |   | 11,694,601 |  

- 3 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.4 | Summary of Quarterly
      Results
|--- | ----------------------------------

Expressed in United States dollars. Minor differences are due
to rounding.

|                              |   | Jul 31  |   |   | Apr 30  |   |   | Jan 31  |   |   | Oct 31    |   |   | Jul 31    |   |   | Apr 30    |   |   | Jan 31  |   |   | Oct 31  |  
|----------------------------- | - | ------- | - | - | ------- | - | - | ------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | ------- | - | - | ------- | -
|                              |   | 2007    |   |   | 2007    |   |   | 2007    |   |   | 2006      |   |   | 2006      |   |   | 2006      |   |   | 2006    |   |   | 2005    |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Current assets                | $ | 712,910 |   | $ | 705,130 |   | $ | 706,089 |   | $ | 1,116,620 |   | $ | 1,114,030 |   | $ | 1,133,713 |   | $ | 652,357 |   | $ | 693,187 |  
|Mineral property interests    |   | 1       |   |   | 1       |   |   | 1       |   |   | 1         |   |   | 1         |   |   | 1         |   |   | 1       |   |   | 1       |  
|Total assets                  |   | 712,911 |   |   | 705,131 |   |   | 706,090 |   |   | 1,116,621 |   |   | 1,114,031 |   |   | 1,133,714 |   |   | 652,358 |   |   | 693,188 |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Current liabilities           |   | 14,408  |   |   | 14,234  |   |   | 6,392   |   |   | 16,617    |   |   | 16,664    |   |   | 1,379     |   |   | 12,658  |   |   | 16,163  |  
|Shareholders equity          |   | 698,503 |   |   | 690,897 |   |   | 699,698 |   |   | 1,100,004 |   |   | 1,097,367 |   |   | 1,132,335 |   |   | 639,700 |   |   | 677,025 |  
|Total liabilities and         |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|shareholders equity          |   | 712,911 |   |   | 705,131 |   |   | 706,090 |   |   | 1,116,621 |   |   | 1,114,031 |   |   | 1,133,714 |   |   | 652,358 |   |   | 693,188 |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Working capital               |   | 698,502 |   |   | 690,896 |   |   | 699,697 |   |   | 1,100,003 |   |   | 1,097,366 |   |   | 1,132,334 |   |   | 639,699 |   |   | 677,024 |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Expenses                      |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Conference and travel         |   |        |   |   | 777     |   |   |        |   |   |          |   |   |          |   |   |          |   |   |        |   |   |        |  
|Foreign exchange loss (gain)  |   | (25,089 | ) |   | (36,548 | ) |   | 43,790  |   |   | (8,026    | ) |   | 12,683    |   |   | (21,974   | ) |   | (21,820 | ) |   | (21,995 | )
|Interest income               |   | (7,259  | ) |   | (6,688  | ) |   | (10,312 | ) |   | (11,482   | ) |   | (11,605   | ) |   | (5,003    | ) |   | (5,209  | ) |   | (4,384  | )
|Legal, accounting and audit   |   |        |   |   | 18,044  |   |   | 3,189   |   |   | 456       |   |   | 16,019    |   |   | 630       |   |   | 22,948  |   |   | 693     |  
|Mineral property              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|investigations                |   |        |   |   |        |   |   | 325,856 |   |   |          |   |   |          |   |   |          |   |   |        |   |   |        |  
|Office and administration     |   | 20,810  |   |   | 24,286  |   |   | 30,104  |   |   | 13,630    |   |   | 14,637    |   |   | 17,404    |   |   | 28,351  |   |   | 21,855  |  
|Regulatory, trust and filing  |   | 3,932   |   |   | 8,930   |   |   | 7,679   |   |   | 2,785     |   |   | 3,234     |   |   | 4,511     |   |   | 13,055  |   |   | 1,428   |  
|(Income) loss for the period  | $ | (7,606  | ) | $ | 8,801   |   | $ | 400,306 |   | $ | (2,637    | ) | $ | 34,968    |   | $ | ( 4,432   | ) | $ | 37,325  |   | $ | (2,403  | )
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Basic and diluted             |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|loss
      (income) per share | $ | 0.00    |   | $ | 0.00    |   | $ | 0.03    |   | $ | 0.00      |   | $ | 0.00      |   | $ | 0.00      |   | $ | 0.00    |   | $ | 0.00    |  
|                              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|Weighted average number       |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|of common shares              |   |         |   |   |         |   |   |         |   |   |           |   |   |           |   |   |           |   |   |         |   |   |         |  
|outstanding (thousands)       |   | 13,399  |   |   | 13,399  |   |   | 13,399  |   |   | 13,399    |   |   | 12,323    |   |   | 11,960    |   |   | 11,889  |   |   | 11,889  |  

- 4 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.5 | Results of
      Operations
|--- | ---------------------------

Loss for the year ended July 31, 2007 was $398,864. This
compares with a loss of $65,458 for the year ended July 31, 2006. The increased
loss was due to significant mineral property investigation costs incurred during
the year (2007  $325,856; 2006  $nil). Such costs were mainly incurred in
India, where the Company focused its efforts in 2007 at finding a suitable
mineral exploration property. Mineral property investigation costs in 2007
consisted primarily of $153,000 for geological wages, services and supplies,
along with $116,000 for conferences and travel.

The Company recorded a foreign exchange gain of $25,873,
compared with a gain of $53,106 in the prior year. The Company recorded gains on
its Canadian dollar cash holdings, due to a rise of approximately $0.04 in the
Canadian dollar over the twelve months ended July 31, 2007.

Interest income for the year ended July 31, 2007 was $35,741,
compared with $26,201 in 2006, due mainly to a higher monthly average cash
balance and an increase in interest rates.

|1.6 | Liquidity
|--- | ---------

At July 31, 2007, the Company had working capital of
approximately $698,502 (2006  $1,097,366) which is sufficient to fund expected
administrative costs and mineral property investigations for the next twelve
months.

Additional working capital will be required to fund any
significant mineral property acquisitions. The Company does not have the funding
at this time to complete a major mineral property acquisition, but has
sufficient funding to investigate a potential acquisition. Any new mineral
property acquisition will require additional financing, likely through the
issuance of common shares.

The mining industry is capital intensive and there can be no
certainty that the Companys existing cash balances or that the proceeds from
the issuance of its common shares will provide sufficient funds for all of the
Companys cash requirements. Should the need arise, the Company may pursue other
financing options or rely on joint venture partners to supply some of the funds
required to explore and develop any acquisitions. There is no assurance that the
Company will be successful in obtaining the funds it may require for its
programs or that the terms of any financing obtained will be acceptable.

Historically, the Company's sole source of funding has been the
issuance of equity securities for cash, primarily through private placements.
The Company has issued common share capital in each of the past few years,
pursuant to such private placement financings and also upon the exercise of
warrants. The Company's access to exploration financing when the financing is
not transaction specific is always uncertain. There can be no assurance of
continued access to significant equity funding.

The Company has no long term debt, capital lease obligations,
operating leases or any other long term obligations.

The Company has no "Purchase Obligations", defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction.

- 5 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.7 | Capital
      Resources
|--- | -----------------------

The Company had no commitments for capital expenditures as at
July 31, 2007.

The Company has no lines of credit or other sources of
financing which have been arranged but are as yet unused.

|1.8 | Off-Balance Sheet
      Arrangements
|--- | ------------------------------------

None.

|1.9 | Transactions with
      Related Parties
|--- | ---------------------------------------

Hunter Dickinson Inc. ("HDI") is a private company with certain
directors in common with the Company. HDI provides geological, corporate
development, administrative and management services to, and incurs third party
costs on behalf of, the Company and its subsidiaries on a full cost recovery
basis pursuant to an agreement dated December 31, 1996. For the year ended July
31, 2007, the Company paid HDI $417,768 (2006  $69,407) for such services.

Exploration advances to and from HDI have occurred in the
normal course of business, due to in-progress and near-term planned project
investigation and administrative work. There are no specific terms of
repayment.

|1.10 | Fourth
      Quarter
|---- | --------------------

The net income for the quarter ended July 31, 2007 was $7,606
compared to a net loss of $34,968 in the comparable quarter in fiscal 2006. The
improved quarterly results were due to lower fourth quarter expenditures year on
year, combined with a foreign exchange gain of approximately $25,000 in the
current quarter, versus a foreign exchange loss of $12,000 in the fourth quarter
of 2006.

|1.11 | Proposed
      Transactions
|---- | ---------------------------

There are no proposed asset or business acquisitions or
dispositions, other than those in the ordinary course, before the board of
directors for consideration.

|1.12 | Critical Accounting
      Estimates
|---- | -----------------------------------

Not applicable. The Company is a venture issuer.

|1.13 | Changes in Accounting
      Policies including Initial Adoption
|---- | ---------------------------------------------------------------

The CICA issued Section 3855, Financial Instruments
Recognition and Measurement, Section 3861, Financial Instruments  Disclosure
and Presentation, Section 3865, Hedges, and Section 1530, Comprehensive
Income, all applicable to the Company for annual or interim accounting periods
beginning on August 1, 2007.

Section 3855 requires all financial assets, financial
liabilities and non-financial derivatives to be recognized on the balance sheet
and measured based on specified categories. Section 3861 identifies and details
information to be disclosed in the financial statements. Section 3865 sets out
when hedge

- 6 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

accounting can be applied and builds on existing Canadian GAAP
guidance by specifying how hedge accounting is applied and disclosed. Section
1530 introduces new standards for the presentation and disclosure of the
components of comprehensive income. Comprehensive income is defined as the
change in net assets of an enterprise during a reporting period from
transactions and other events and circumstances from non-owner sources. The
Company is currently evaluating the full impact of the standards and will be
required to present a new statement entitled Comprehensive Income.

The CICA also issued Section 1506, Accounting Changes, which
revises the current standards on changes in accounting policy, estimates or
errors as follows: voluntary changes in accounting policy are allowed only when
they result in financial statements that provide reliable and more relevant
information; changes in accounting policy are to be applied retrospectively
unless doing so is impracticable; changes in estimates are to be recorded
prospectively; and prior period adjustments are to be corrected retrospectively.
In addition, this standard calls for enhanced disclosure about the effects of
changes in accounting policies, estimates and errors on the financial
statements. Section 1506 is applicable for the Company beginning August 1, 2007.
The impact of Section 1506 cannot be determined until such time as the Company
makes a change in accounting policy.

|1.14 | Financial Instruments
      and Other Instruments
|---- | -------------------------------------------------

None.

|1.15 | Other MD&A
      Requirements
|---- | -----------------------------

Additional information relating to the Company, is available on
SEDAR at www.sedar.com.

|1.15.1 | Additional Disclosure
      for Venture Issuers Without Significant Revenue
|------ | ---------------------------------------------------------------------------

(a) capitalized or expensed exploration and development
costs;

The required disclosure is presented in
the notes to the consolidated financial statements.

(b) expensed research and development costs;

Not applicable.

(c) deferred development costs;

Not applicable.

(d) general and administration expenses;

The required disclosure is presented in
the consolidated statements of operations.

(e) any material costs, whether capitalized, deferred or
expensed, not referred to in (a) through (d);

None.

- 7 -

---

|QUARTZ MOUNTAIN RESOURCES LTD.      
|------------------------------------
|YEAR ENDED JULY 31, 2007            
|                                    
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    

|1.15.2 | Disclosure of
      Outstanding Share Data
|------ | ------------------------------------------

The following details the share capital structure as at
November 22, 2007, which is the date of this MD&A. These figures may be
subject to minor accounting adjustments prior to presentation in future
consolidated financial statements.

|              |             | Exercise |           
|------------- | ----------- | -------- | ----------
|              | Expiry date | price    | Number    
|Common shares |             |          | 13,399,426
|              |             |          |           
|Warrants      |             |          |          

|1.15.3 | Internal Control Over
      Financial Reporting and Disclosure Controls
|------ | -----------------------------------------------------------------------

The Companys management is responsible for establishing and
maintaining adequate internal control over financial reporting. Any system of
internal control over financial reporting, no matter how well designed, has
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.

There have been no changes in the Companys internal control
over financial reporting during the year ended July 31, 2007 that have
materially affected, or are reasonably likely to materially affect, internal
control over financial reporting.

The Company has disclosure controls and procedures in place to
provide reasonable assurance that any information required to be disclosed by
the Company under securities legislation is recorded, processed, summarized and
reported within the applicable time periods and to ensure that required
information is gathered and communicated to the Companys management so that
decisions can be made about timely disclosure of that information.

There have been no significant changes in the Company's
disclosure controls during the year ended July 31, 2007 that could significantly
affect disclosure controls subsequent to the date the Company carried out its
evaluation.

- 8 -

---