QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

T A B L E   O F   C O N T E N T S

1.1	Date	3
1.2	Overview	3
1.3	Selected Annual Information	4
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	7
1.12	Critical Accounting Estimates	7
1.13	Changes in Accounting Policies including Initial Adoption	7
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 Controls over Financial Reporting and Disclosure Controls	8
1.16	International Financial Reporting Standards ("IFRS")	8

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1        Date

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited interim consolidated financial statements of Quartz Mountain Resources Ltd. ("Quartz Mountain" or the "Company") for the three months ended October 31, 2010 and the audited consolidated financial statements for the year ended July 31, 2010, which are publicly available on SEDAR at www.sedar.com.

This MD&A is prepared as of December 8, 2010. All dollar amounts herein are expressed in United States dollars unless stated otherwise.

1.2        Overview

Quartz Mountain is a mineral exploration company. It does not currently have an active exploration project but, with the assistance of Hunter Dickinson Services Inc. ("HDSI"), 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 trades 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 QZMRF.

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.3        Selected Annual Information

Not required in interim MD&A.

1.4        Summary of Quarterly Results

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

		Oct 31			July 31			Apr 30			Jan 31			Oct 31			Jul 31			Apr 30			Jan 31
		2010			2010			2010			2010			2009			2009			2009			2009
Current assets	$	207,578		$	264,113		$	313,566		$	328,165		$	392,760		$	423,726		$	446,127		$	453,306
Mineral property interests		1			1			1			1			1			1			1			1
Total assets		207,579			264,114			313,567			328,166			392,761			423,727			446,128			453,307
Current liabilities		40,407			29,864			27,338			16,799			75,280			55,838			58,365			16,314
Shareholders' equity		167,172			234,250			286,229			311,367			317,481			367,889			387,763			436,993
Total liabilities and shareholders' equity		207,579			264,114			313,567			328,166			392,761			423,727			446,128			453,307
Working capital		167,171			234,249			286,228			311,366			317,480			367,888			387,762			436,992
Expenses
Foreign exchange		(804	)		4,092			(16,009	)		(3,686	)		2,133			(21,735	)		(9,762	)		7,648
Interest income		(516	)		(504	)		(342	)		(571	)		(373	)		(51	)		(426	)		(1,886	)
Legal, accounting and audit		21,337			11,023			10,556			18,361			5,836			5,237			5,875			13,131
Mineral property investigations		–			–			–			–			1,096			2,389			5,204			–
Office and administration		37,988			33,775			17,166			5,655			38,412			29,452			36,026			19,782
Admin cost recoveries		–			–			–			(23,751	)		–			–			–			–
Shareholder communication		360			1,485			1,915			–			–			–			–			–
Regulatory, trust and filing		8,713			2,108			11,852			10,106			3,304			4,582			12,313			4,835
Loss for the period	$	67,078		$	51,979		$	25,138		$	6,114		$	50,408		$	19,874		$	49,230		$	43,510
Basic and diluted loss per share	$	0.01		$	0.00		$	0.00		$	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			13,399			13,399			13,399			13,399

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.5        Results of Operations

Comparison to Quarter ended July 31, 2010

Loss for the quarter ended October 31, 2010 (the "current quarter") was $67,078. This compares with a loss of $51,979 in the fourth quarter of fiscal 2010. The increase in loss was mainly due to an increase in legal, accounting and audit expenses during the current quarter.

Legal, accounting and audit expenses increased to $21,337 during the current quarter from $11,023 in Q4 of fiscal 2010. The increase was mainly due to an increase in audit and legal fees relating to the 2010 year end financial statements and the Company's Annual Report. Tax consulting and accounting standards compliance services, in relation to internal controls testing and the coming implementation of International Financial Reporting Standards ("IFRS"), were also incurred by the Company during the current quarter.

Office and administration expenses increased to $37,988 during the quarter from $33,775 in the previous quarter. The increase was mainly due to an increase in information technology service fees and salaries for administrative staff.

Regulatory, trust and filing expenses increased to $8,713 during the quarter from $2,108 in Q4 of fiscal 2010. The increase was mainly due to regulatory filing service fees for the Company's Annual Report being more expensive than those relating to quarterly reports.

Comparison to Quarter ended October 31, 2009

Loss for the current quarter was $67,078. This compares with a loss of $50,408 in the first quarter of fiscal 2010. The increase in loss was mainly due to an increase in legal, accounting and audit expenses during the quarter.

Legal, accounting and audit expenses increased to $21,337 during the quarter from $5,836 in the same quarter of fiscal 2010. In addition to internal controls testing and the implementation of IFRS, there was also a timing difference in the preparation of the Company's annual report. Last year's annual report was prepared during the quarter ended January 31, 2010.

Regulatory, trust and filing expenses increased to $8,713 during the quarter from $3,304 in the same quarter of fiscal 2010. The increase was mainly due to regulatory filing service fees for the Company's annual report being paid in different quarters. Fees relating to the 2010 report were recorded in current quarter whereas fees relating to the 2009 report were recorded in the quarter ended January 31, 2010.

1.6        Liquidity

At October 31, 2010, the Company had working capital of $167,171 (July 31, 2010 – $234,249) which is sufficient to fund expected administrative costs and mineral property investigations for the upcoming twelve months. The decrease in working capital since July 31, 2010 is mainly due to the use of funds in searching for a suitable exploration project, and general corporate costs.

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

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.

1.7        Capital Resources

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to exploration financing is always uncertain and there can be no assurance of continued access to significant equity funding.

Additional 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.

The Company had no commitments for capital expenditures as at October 31, 2010.

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

Refer to note 6 of the accompanying unaudited interim consolidated financial statements as at and for the period ended October 31, 2010.

1.10      Fourth Quarter

Not applicable.

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.11      Proposed Transactions

There are no proposed assets or business acquisitions or dispositions, other than those in the ordinary course of business, 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 required disclosure is presented in note 3 of the accompanying unaudited interim consolidated financial statements as at and for the period ended October 31, 2010.

1.14      Financial Instruments and Other Instruments

The required disclosure is provided in note 7 of the accompanying unaudited interim consolidated financial statements as at and for the period ended October 31, 2010.

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;

Not applicable.

(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 unaudited interim consolidated statements of operations for the period ended October 31, 2010.

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

None.

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.15.2   Disclosure of Outstanding Share Data

The following details the share capital structure as of the date of this MD&A.

	Number
Common shares	13,399,426

1.15.3   Internal Controls over Financial Reporting and Disclosure Controls

Internal Controls over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements in compliance with Canadian generally accepted accounting principles. 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.

Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that all relevant 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.

1.16      International Financial Reporting Standards ("IFRS")

Management of the IFRS Convergence Project

The Company is evaluating its overall readiness to transition from Canadian GAAP to IFRS including the readiness of its staff, Board of Directors, Audit Committee and auditors.

The IFRS convergence project consists of three primary phases, which in certain cases will occur concurrently as IFRS is applied to specific areas:

Phase 1 – Initial Scoping and Impact Assessment Analysis: to isolate key areas that will be impacted by the transition to IFRS. This phase is substantially complete.

Phase 2 – Evaluation and Design: to identify specific changes required to existing accounting policies, information systems and business processes, together with an analysis of policy alternatives allowed under IFRS and development of draft IFRS financial statements. This phase is currently in progress.

Phase 3 – Implementation and Review: to execute the changes to information systems and business processes, completing formal authorization processes to approve recommended accounting policy changes and training programs across the Company's finance and other staff, as necessary. This will culminate in the collection of financial information necessary to compile IFRS compliant financial statements, including embedding IFRS principles in business processes, and Audit Committee review and approval of the financial statements.

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QUARTZ MOUNTAIN RESOURCES LTD.

THREE MONTHS ENDED OCTOBER 31, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

IFRS 1 – First Time Adoption of International Financial Reporting Standards

IFRS 1, First-time Adoption of International Financial Reporting Standards ("IFRS 1"), sets forth guidance for the initial adoption of IFRS. Commencing for the period ended October 31, 2011, being the first quarter of the 2012 fiscal year, the Company will restate its comparative fiscal 2011 financial statements for annual and interim periods to be consistent with IFRS. In addition, the Company will reconcile equity and net earnings from the then-previously reported fiscal 2011 Canadian GAAP amounts to the restated 2011 IFRS amounts.

IFRS generally requires that first-time adopters retrospectively apply all IFRS standards and interpretations in effect as at the first annual reporting date. IFRS 1 provides for certain mandatory exceptions and certain optional exemptions to this general principle.

The Company anticipates using the following IFRS 1 optional exemption:

• to apply the requirements of IFRS 3, Business Combinations, prospectively from the Transition Date

Changes to estimates previously made are not permitted. The estimates previously made by the Company under Canadian GAAP will not be revised for application of IFRS except where necessary to reflect any changes resulting from differences in accounting policies.

Other IFRS Considerations

The conversion to IFRS will impact the way the Company presents its financial results. The first financial statements prepared using IFRS, the Company's interim financial statements for the three months ended October 31, 2011, will include extensive notes disclosing transitional information and disclosure of all new, IFRS-compliant accounting policies.

The Company has obtained an understanding of IFRS from intensive hands-on training of its finance personnel. Our finance personnel include employees who have experience in preparing financial statements under IFRS.

The Company has evaluated the impact of the conversion on its accounting systems and has determined that significant changes to its accounting systems will not be required.

In addition, the Company is evaluating its internal and disclosure control processes as a result of its conversion to IFRS, assessing the impacts of adopting IFRS on its contractual arrangements to identify any material compliance issues and considering the impacts the transition will have on its internal planning process and compensation arrangements.

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