AUDIT COMMITTEE CHARTER
                                       OF
                             DYNATRONICS CORPORATION

Organization

There shall be a committee of the board of directors to be known as the Audit
Committee. The Audit Committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.

Statement of Policy

The Audit Committee shall provide assistance to the directors of the corporation
in fulfilling their responsibility to the shareholders, potential shareholders
and investment community relating to corporate accounting, reporting practices
of the corporation and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the corporation are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

- Review and recommend to the directors the independent auditors to be selected
  to audit the financial statements of the corporation and its divisions and
  subsidiaries.

- Meet with the independent auditors and management of the corporation at the
  conclusion of the fiscal year to review the audit, including any comments or
  recommendations of the independent auditors.

- Review with the independent auditors and the corporation's financial and
  accounting personnel, the adequacy and effectiveness of the accounting and
  financial controls of the corporation, and elicit any recommendations for the
  improvement of such internal control procedures or particular areas where new
  or more detailed controls or procedures are desirable. Particular emphasis
  should be given to the adequacy of such internal controls to expose any
  payments, transactions or procedures that might be deemed illegal or otherwise
  improper. Further, the committee periodically should review the corporation's
  policy statements to determine their adherence to the code of conduct.

- Review the financial statements contained in the annual report to shareholders
  with management and the independent auditors to determine that the independent
  auditors are satisfied with the disclosure and content of the financial
  statements to be presented to the shareholders. Any changes in accounting
  principles should be reviewed.


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- Provide sufficient opportunity for the independent auditors to meet with the
  members of the Audit Committee without members of management present. Among
  the items to be discussed in these meetings are the independent auditors'
  evaluation of the corporations' financial and accounting personnel, and the
  cooperation that the independent auditors received during the course of the
  audit.

- Review accounting and financial human resources and succession planning within
  the corporation.

- Submit the minutes of all meetings of the Audit Committee to, or discuss the
  matters discussed at each committee meeting with, the board of directors.

- Investigate any matter brought to its attention within the scope of its
  duties, with the power to retain outside counsel for this purpose if, in its
  judgment, it is appropriate.


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