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QUARTZ MOUNTAIN RESOURCES LTD.

AUDIT COMMITTEE CHARTER

This Charter shall govern the activities of the Audit Committee
  of the Board of Directors of Quartz Mountain Resources Ltd. (the "Company"),
  when and to the extent that said Committee is carrying out its audit and financial
  review functions.

I.           COMMITTEE
  PURPOSES

The essential functions of the Audit Committee (the “Committee”)
  in assisting the Board of Directors in fulfilling its oversight responsibilities
  are to review:

|1. | the financial reports and other financial information
        provided by the Company to governmental entities and the public; the Company’s
        systems of internal controls regarding finance, accounting, legal compliance
        and ethics that the Company’s management and the Board have established;
        and the Company’s auditing, accounting and financial reporting processes
        generally,
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|2. | the procedures of the Company and its subsidiaries
        regarding the appointment of the independent public auditors, and the
        scope of and fees for their audits, and                                                                                                                                                                                                                                      
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|3. | any and all related party agreements and arrangements
        between the Company and its affiliates and any disputes that may arise
        thereunder.                                                                                                                                                                                                                                                              

The Committee’s primary duties and responsibilities are to:

|1. | serve as an independent and objective party to monitor
        the Company’s financial reporting process and internal control system,                                 
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|2. | review and appraise the audit efforts of the Company’s
        independent auditors,                                                                                  
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|3. | provide an open avenue of communication among the
        independent auditors, the Company’s financial and senior management,
        and the Board of Directors, and
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|4. | review and appraise the fairness of related party
        transactions.                                                                                               

II.           COMPOSITION

The Committee shall be comprised of three or more directors
  as determined by the Board, each of whom shall be an Independent Director, as
  described in Section V of this Charter, and otherwise free from any relationship
  that, in the opinion of the Board, would interfere with the exercise of his
  or her independent judgement as a member of the Committee.

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All members of the Committee shall have a working familiarity
  with basic finance and accounting practices including the ability to read and
  understand fundamental financial statements, including the balance sheet, income
  statement, and statement of cash flows.

At least one member of the Committee shall have accounting
  or related financial expertise. Financial expertise includes past employment
  experience in finance, banking, or accounting; requisite professional certification
  in accounting; or prior comparable experience, such as being or having been
  charged with financial oversight responsibilities, which results in the member’s
  financial sophistication.

The Members of the Committee shall be appointed by the Board
  at the annual organizational meeting of the Board or until their successors
  shall be duly elected and qualified. A Chair of the Audit Committee shall be
  elected by majority vote of the full Committee membership.

III.           MEETINGS

The Committee shall meet at least each fiscal quarter, or
  more frequently as circumstances dictate. As part of its job to foster open
  communication, the Committee should meet at least annually with management and
  with the independent auditors in separate executive sessions to discuss any
  matters that the Committee or each of these groups believe should be discussed
  privately. In addition, the Committee or its Chair should meet with management
  quarterly to review the Company’s financial statements as described in
  Section IV.3, below, and the Committee or a designated member of the Committee
  should meet or discuss the interim financial statements with the Chief Financial
  Officer and/or the Controller of the Company on a regular and periodic basis
  as the Committee may deem appropriate.

IV.           RESPONSIBILITIES
  AND DUTIES

To fulfil its responsibilities and duties the Committee shall:

Documents/Reports Review

|1. | Review this Charter at least annually for adequacy
        and update its provisions, as conditions dictate.                                                                                                                                                                                                                                                                                                                           
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|2. | Review with the Company’s financial management
        and the independent auditors the Company’s annual financial statements,
        and the financial statements included in the Form 20F, AIF, and any other
        annual reports or other financial information submitted to any governmental
        body, or the public, including any certification, report, opinion, or
        review rendered by the independent auditors.
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|3. | Review with the Company’s financial management
        and, if deemed appropriate by the Committee, with the independent auditors,
        the Company’s interim financial statements, prior to its filing
        with any governmental body and prior to the release of earnings. One member
        designated by the Committee may represent the entire Committee for the
        purposes of this review.                         

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Independent Auditors

|4. | Recommend to the Board on the nomination of the
        independent auditors for the Company’s shareholders’ approval,
        considering independence and effectiveness and approve the fees and other
        compensation to be paid to the independent auditors. The Committee is
        to require the independent auditors to submit to the Committee on a periodic
        basis (at least annually) a formal written statement delineating all relationships
        between themselves and the Company. On an annual basis, the Committee
        should review and discuss with the independent auditors all relationships
        the auditors have with the Company that might affect their objectivity
        and independence. The Committee shall recommend to the Board any action
        to take to ensure the independence of the independent auditors. The Committee
        is to advise the independent auditors that they ultimately accountable
        to the Board and the Committee, as representatives of the shareholders
        of the Company.
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|5. | Review, evaluate, and report to the Board on the
        performance of the independent auditors, and when circumstances warrant,
        any proposed discharge of the independent auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|6. | Periodically consult with the independent auditors
        out of the presence of the Company’s management about internal controls
        and the completeness and accuracy of the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Financial Reporting Process

|7. | In consultation with the independent auditors, review
        the integrity of the Company’s financial reporting processes, both
        internal and external.                  
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|8. | Consider the independent auditors’ judgements
        about the quality and appropriateness of the Company’s accounting
        principles as applied in its financial reporting.
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|9. | Consider and approve, if appropriate, major changes
        to the Company’s accounting principles and practices as suggested
        by the independent auditors or management. 

Process Improvement

|10. | Establish regular and separate systems of reporting
        to the Committee by each of management and the independent auditors regarding
        any significant judgements made in management’s preparation of the
        financial statements and the view of each as to appropriateness of such
        judgements.
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|11. | Following completion of the annual audit, review
        separately with each of management and the independent auditors any significant
        difficulties encountered during the course of the audit, including any
        restrictions on the scope of work or access to required information.                    
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|12. | Review any significant disagreement among management
        and the independent auditors in connection with the preparation of the
        financial statements.                                                                                                                                                       
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|13. | Review with the independent auditors and management
        the extent to which changes or improvements in financial or accounting
        practices, as approved by the Committee, have                                                                                                                                

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| | been implemented. This review should be conducted
        at an appropriate time subsequent to implementation of changes or improvements,
        as decided by the Committee.
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Legal Compliance

|14. | Confirm that the Company’s management has
        the proper review system in place to ensure that Company’s financial
        statements, reports and other financial information disseminated to governmental
        organizations and the public satisfy legal requirements.        
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|15. | Review financial reporting compliance matters with
        the Company’s general counsel.                                                                                                                                                                                               
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|16. | Review with the Company’s general counsel
        any legal matter that the Committee understands could have a significant
        impact on the Company’s financial statements.                                                                                                        
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|17. | Conduct or authorize investigations into matters
        within the Committee’s scope of responsibilities. The Committee
        is authorized to retain independent counsel, accountants, auditors, or
        others to assist the Committee in the conduct of any such investigation.
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|18. | Perform any other activities, consistent with this
        Charter, the Company’s by-laws and governing law, as the Committee
        or the Board deem necessary or appropriate.                                                                                                       

Related Party Transactions

|19. | Review for fairness to the Company and its subsidiaries,
        as applicable, proposed transactions or other arrangements between any
        affiliated or related party and either the Company or any of its subsidiaries,
        and recommend to the Board whether the transactions or other arrangements
        should be approved. As used herein, the term “related party”
        means any officer, director or shareholder holding a greater than 5% interest
        in the Company, or any entity in which any such person has a financial
        interest.
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|20. | Review and make recommendations to the Board regarding
        any dispute between any affiliated or related party and either or both
        the Company and its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                             

Limitation of Responsibility

|21. | While the Audit Committee has the responsibilities
        and powers provided by this Charter, it is not the duty of the Committee
        to plan or conduct audits or to determine whether 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 auditors. Similarly, it is not the duty
        of the Committee to conduct investigations, to resolve disagreements,
        between management and the independent auditors, or to assure compliance
        with laws, regulations or the Company’s Code of Professional Conduct.
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V.           INDEPENDENCE
  OF DIRECTORS

For purposes of this Charter, a director is deemed to be an
  Independent Director according to the following requirements;

|1. | a director who is an employee (including non-employee
        executive officers) of the Company, its subsidiaries, or any of its affiliates
        may not serve on the Committee until three years following termination
        of employment. “Affiliate” includes a subsidiary, sibling
        company, predecessor, parent company, or former parent company,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|2. | a director who is a partner, controlling shareholder,
        or executive officer of a for-profit business organization to which the
        Company made, or from which the Company received, payments (other than
        those arising solely from investment’s in the Company’s securities)
        that exceed 5% of the Company’s or business organization’s
        consolidated gross revenues for that year, or $200,000, whichever
        is more, in any of the past three years is not considered to be independent.
        This restriction does not apply if the director has terminated his or
        her relationship with the organization more then three years preceding
        appointment to the Committee. “Business relationships” can
        include commercial, industrial, banking, consulting, legal, accounting,
        and other relationships. A director can have this relationship directly
        with the company, or the director can be a partner, officer, or employee
        of an organization that has such a relationship,
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|3. | a director who has, or within the preceding three
        years has had, a direct business relationship with the Company may serve
        on the Committee only if the Board of Directors determines in its business
        judgment that the relationship does not interfere with the director’s
        exercise of independent judgment, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|4. | a director who is employed as an executive of another
        Company where any of the Company’s executives serves on that Company’s
        compensation committee may not serve on the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

A director who is an immediate family member of an individual
  who is, or who was during the preceding three years an executive officer of
  the Company or any of its affiliates, may not serve on the Committee. “Immediate
  family” includes a person’s spouse, common law spouse, parent, child,
  sibling, and in-law.

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