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.