EXHIBIT 10.88

NEITHER THIS OPTION NOR THE UNDERLYING COMMON SHARES HAVE BBEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.  THE CORPORATION WILL  NOT  TRANSFER THIS OPTION OR
THE UNDERLYING COMMON  SHARES  UNLESS (I) THERE  IS  AN  EFFECTIVE REGISTRATION
COVERING SUCH OPTION OR SUCH SHARES,  AS THE CASE MAY BE,  UNDER THE SECURITIES
ACT OF 1933 AND  APPLICABLE  STATES SECURITIES LAWS,  (II)  IT FIRST RECEIVES A
LETTER FROM AN  ATTORNEY,  ACCEPTABLE  TO THE BOARD OF DIRECTORS OR ITS AGENTS,
STATING THAT IN THE OPINION  OF  THE ATTORNEY  THE PROPOSED TRANSFER  IS EXEMPT
FROM REGISTRATION  UNDER THE  SECURITIES ACT  OF  1933 AND UNDER ALL APPLICABLE
STATE SECURITIES  LAWS, OR  (iii) THE TRANSFER  IS  MADE  PURSUANT  TO RULE 144
UNDER THE SECURITIES ACT OF 1933.


                                   INNOVO GROUP, INC.

                           NON-QUALIFIED SHARE OPTION AGREEMENT

This Agreement is entered into this 11th day of December, 2002 by and between
INNOVO GROUP INC., a Delaware corporation with its offices located at 5900 S.
Eastern  Ave,  Suite   104,  Commerce,  CA  90040, ("Corporation"),  and  Pat
Anderson,("Anderson"), a Tennessee resident.

  WHEREAS,  The   Corporation   desires   to   retain  Anderson's services as
President of the Corporation;

  WHEREAS, this  Option  will  provide  equity incentives for Pat Anderson to
remain the President of the Corporation by  granting such  person options  to
purchase shares of the Corporation's common stock ("Shares");

  WHEREAS, the Board  has determined  to grant  to  Anderson a  non-qualified
share option ("Option") to purchase 100,000 shares  upon  and  subject to the
terms and conditions stated in this Agreement.

  NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1.   Grant of Option.  Subject to the terms and  conditions of this
Agreement,the Corporation hereby grants to Anderson, during the period from
the date of this Agreement until 5:00 p.m.  Los Angeles CA time on December
11, 2007 ("Expiration Date"), the option  to purchase from the Corporation,
from time to time, at a price of $2.40 per Share ("Exercise Price"), up to,
but not to exceed, an aggregate of 100,000 Shares ("Option Shares").

Section 2.   Exercise of Option.

2.1 	Date Exercisable.   This Option shall become exercisable  immediately
by Anderson with respect to 100,000 Shares.

2.2 	Manner of Exercise.  This Option may be exercised in whole or in part
by delivery to the Corporation,  from time to time,  of a written notice in
substantially  the  form set forth in Exhibit A hereto, signed by Anderson,
specifying the  number  of  Option  Shares  that  Anderson then  desires to
purchase, together with cash, certified check, or bank draft payable to the
order  of  the  Corporation,  or  other form  of  payment acceptable to the
Corporation, for an amount  of United States  dollars equal to the Exercise
Price of such shares.  If the Corporation,  in its sole discretion,  elects
to allow payment of all  or  a  portion of  the Exercise Price secured by a
pledge, also  in  form satisfactory  to  the  Corporation,  of  the  Shares
purchased by such exercise of this Option. At Anderson's election, Anderson
shall have  the  right  to a "cashless exercise" in which Anderson shall be
entitled  to  receive a certificate for  the  number of shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:

  (A) = the average of the high and  low trading prices per share of Common
  Stock on the Trading Day preceding the date of such election;

  (B) =  the Exercise Price of the Warrant; and

  (X) = the number  of  shares  issuable upon  exercise of  the  Warrant in
  accordance with the terms of this Warrant.

2.3	Certificates.    Promptly after any exercise in whole  or  in part of
this  Option   by  Anderson,  the Corporation  shall  deliver  to  Anderson  a
certificate or certificates for the number of Option Shares with respect to
which this Option was so exercised, registered in Anderson's name.

2.4	Duration  of  Option.   This  Option, to  the  extent  not previously
exercised, shall terminate upon the earliest of the following dates:

    2.4.1   the Expiration Date

2.5	Restrictive Legends.  Each  certificate  for  Shares  issued  to  the
Anderson  or  to  a subsequent transferee (except as a result of a transfer
determined by  Corporation's  counsel  to  be  free from such restrictions)
shall include a legend in substantially the following form:

   THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT
   BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
   AS AMENDED (THE "1933 ACT"), IN RELIANCE UPON THE
   EXEMPTION FROM REGISTRATION  PROVIDED  BY SECTION
   4(2) OF THE 1933 ACT AND HAVE NOT BEEN REGISTERED
   UNDER THE SECURITIES LAWS OF APPLICABLE STATES IN
   RELIANCE    UPON   APPLICABLE   EXEMPTIONS   FROM
   REGISTRATION UNDER  THE  SECURITIES LAWS  OF SUCH
   STATES.  THESE  SHARES  HAVE  BEEN  ACQUIRED  FOR
   INVESTMENT PURPOSES  ONLY  AND MAY NOT BE OFFERED
   FOR SALE, HYPOTHECATED, SOLD  OR TRANSFERRED, NOR
   WILL  ANY   ASSIGNEE  OR  TRANSFEREE  THEREOF  BE
   RECOGNIZED BY THE COMPANY  AS HAVING ANY INTEREST
   IN  THESE  SHARES,  IN  THE  ABSENCE  OF  (i)  AN
   EFFECTIVE REGISTRATION  STATEMENT WITH RESPECT TO
   THE SHARES  UNDER  THE  1933  ACT  AND APPLICABLE
   STATE SECURITIES  LAWS  OR  (ii) COMPLIANCE  WITH
   APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE
   1933 ACT  AND  APPLICABLE STATE  SECURITIES LAWS.
   THE  COMPANY  MAY, IF IT DEEMS APPROPRIATE IN ITS
   SOLE DISCRETION, REQUIRE  AN  OPINION OF  COUNSEL
   SATISFACTORY TO THE COMPANY THAT THE OFFER, SALE,
   HYPOTHECATION  OR  TRANSFER  OF  THESE  SHARES IS
   EXEMPT FROM REGISTRATION UNDER  THE 1933  ACT AND
   APPLICABLE STATE SECURITIES LAWS.

2.6	Notice of Proposed Transfers.   Prior to any proposed transfer of the
Shares other than  a  transfer  (i)  subject to  an  effective registration
statement under the 1933 Act, (ii) to an affiliate of the Anderson which is
an "accredited investor" within the meaning  of  Rule 501(a) under the 1933
Act, provided that any such transferee shall agree to be bound by the terms
of this Agreement, and (iii) to be made in reliance  on  Rule 144 under the
1933 Act, the holder thereof  shall give written  notice to the Corporation
of  such  holder's  intention  to  effect such transfer,  setting forth the
manner  and  circumstances  of  the  proposed  transfer,   which  shall  be
accompanied  by  an  opinion of counsel to the Corporation, confirming that
such  transfer  does not  give  rise  to  a  violation  of  the  1933  Act,
satisfactory  representation  letters  in  form  and  substance  reasonably
satisfactory to the Corporation to ensure compliance with the provisions of
the 1933 Act and letters  in  form and substance reasonably satisfactory to
the  Corporation  from  each  such  transferee  stating  such  transferee's
agreement  to  be  bound by  the  terms  of  this Agreement.  Such proposed
transfer may be effected only if  the Corporation  shall have received such
notice of transfer,  opinion of counsel,  representation letters  and other
letters referred to  in  the immediately preceding sentence,  whereupon the
holder of  such Shares  shall  be  entitled  to  transfer  such  Shares  in
accordance  with the terms  of  the notice delivered  by  the holder to the
Corporation.


2.7	Registration.  The Corporation  will  use  its best efforts to file a
registration statement on Form S-8 for the  for the underlying Shares under
the 1933 Act as soon  as  is reasonably practical  following the signing of
this document, but in no event later  than 45 days after demand  is made by
Anderson for such registration,unless delayed by Anderson. The Issuer shall
seek to  have  such  registration statement  declared  effective  or  to be
effective   as  regards  Anderson's  resales  as  soon  after  filing as is
reasonably practicable.

2.8	Other Agreements  Respecting  Registration of Shares.   In connection
with the filing of a registration statement by the Corporation which covers
any of the Shares, the parties agree that:

(a)	The Corporation shall bear  all  reasonable costs and expense s to be
incurred in connection with any registration  statement covering any of the
Shares, including printing costs, the fees of  the registrant's counsel and
accountants, and SEC and NASD filing fees;  however,  the Corporation shall
not be responsible for the fees and expenses of  any counsel engaged by the
Anderson,  or  any  underwriter engaged  by  the Anderson, and shall not be
responsible for the underwriters', brokers' or dealers' commissions,  fees,
expenses, discounts  or  other compensation  attributable  to  the offer or
sale of any of the shares of the Anderson.

(b)	If the Corporation conducts an underwritten offering  for the account
of the Corporation and  the managing underwriter(s)  advise the Corporation
in writing, that in their reasonable good faith opinion, marketing or other
factors dictate that  a  limitation on the number of shares of common stock
which  may  be  sold  by  affiliates  of  the  Corporation  is necessary to
facilitate and not  adversely  affect the proposed offering, then  Anderson
shall enter into the same restrictive  "lock-up" agreements regarding sales
of the Shares as the underwriter requires from  other  Corporation officers
and directors.

(c)	The Corporation shall not be obligated to register the offer and sale
of  any  of  the  Shares  if,  at  the  time  of the  demand or request for
registration or at the time thereafter up to the time of  the filing of the
registration  statement, there  has  been  any default  or  breach  by  the
Anderson in the terms of this Agreement.

Section 3.	Nontransferability.


3.1	Restriction.   This Option is  not transferable by Anderson otherwise
than by testamentary will  or  the laws  of descent  and  distribution and,
during  Anderson's  lifetime,  may  be  exercised  only  by   Anderson   or
Anderson's guardian or  legal  representative.  Except  as permitted by the
preceding sentence,neither this Option nor any of the rights and privileges
conferred thereby shall be transferred, assigned, pledged,  or hypothecated
in any way (whether by operation of law or otherwise),  and no such option,
right, or privilege shall be subject to execution,  attachment,  or similar
process.  Upon any attempt to  transfer this Option,  or  of any  right  or
privilege conferred thereby,  contrary to the provisions hereof, ,  or upon
the levy  of  any attachment  or  similar process upon such option,  right,
or privilege,  this  Option  and  any  such  rights  and  privileges  shall
immediately become null and void.

3.2	Exercise  in  Event  of Death  or  Disability.    Whenever  the  word
"Anderson" is  used  in any provision of this Agreement under circumstances
when the  provision  should logically be construed  to  apply to Anderson's
guardian, legal representative, executor, administrator,  or  the person or
persons to whom this Option may  be transferred  by testamentary will or by
the laws of descent and distribution,the word "Anderson" shall be deemed to
include such person or persons.

3.3.	No Rights As Shareholder Prior To Exercise.   Anderson  shall not, by
virtue  hereof,  be  entitled  to  any  rights  of  a  shareholder  in  the
Corporation, either  at  law  or  equity,  unless  and  until this Option s
exercised.  The rights of Anderson  are limited to  those expressed in this
Option and are not enforceable against the Corporation except to the extent
set forth herein.

Section 4.   Anti-Dilution Provisions.

4.1	The number and kind of Shares purchasable  upon the exercise  of this
Option and the Exercise Price shall  be subject  to adjustment from time to
time as follows:

4.1.1	In  case  the  Corporation  shall  (i)  pay  a  dividend  or  make  a
distribution on the outstanding  Shares payable  in Shares,  (ii) subdivide
the outstanding Shares into a greater  number of Shares, (iii)  combine the
outstanding  Shares  into  a  lesser  number  of  Shares,  or (iv) issue by
reclassification of  the  Shares  any  Shares of the Corporation,  Anderson
shall thereafter be entitled,  upon  exercise,  to receive  the  number and
kind of  shares  which,  if  this  Option had  been  exercised  immediately
prior to the happening  of  such event, Anderson would have owned upon such
exercise and been entitled  to  receive upon  such  dividend, distribution,
subdivision, combination,  or  reclassification.    Such  adjustment  shall
become effective on  the  day  next  following (v) the  record date of such
dividend  or distribution  or (vi) the  day  upon  which  such  subdivision,
combination, or reclassification shall become effective.

4.1.2	In case  the  Corporation shall  consolidate  or  merge  into or with
another corporation, or in case the Corporation shall sell or convey to any
other person  or  persons all  or  substantially all  the  property  of the
Corporation,  Anderson  shall  thereafter  be entitled,  upon exercise,  to
receive the kind and amount of shares, other securities, cash, and property
receivable upon such consolidation, merger, sale, or conveyance by a holder
of the number of Shares which  might have  been purchased  upon exercise of
this Option  immediately prior  to  such consolidation,  merger,  sale,  or
conveyance, and shall have no  other conversion rights.  In any such event,
effective  provision  shall be made,  in the  certificate  or  articles  of
incorporation  of  the resulting or surviving corporation, in any contracts
of sale and conveyance, or otherwise so that,  so far as appropriate and as
nearly  as  reasonable  may be,  the provisions  set  forth herein  for the
protection of the rights of Anderson shall thereafter be made applicable.

4.1.3	Whenever  the number  of  Shares purchasable  upon  exercise  of this
Option is adjusted pursuant to this Section,  the Exercise  Price per Share
in effect immediately prior to such adjustment  by a fraction, of which the
numerator  shall be  the number of Shares purchasable upon exercise of this
Option immediately  prior to such adjustment,  and of which the denominator
shall be the  number  of  Shares  so  purchasable  immediately  after  such
adjustment, so that the aggregate Exercise Price of this Option remains the
same.

4.1.4	No adjustment  in  the number of Shares which  may  be purchased upon
exercise  of  this Option shall  be  required unless such  adjustment would
require an increase or decrease of more than 1/100 of a Share in the number
of  Shares  which  may  be  so  purchased,   provided,  however,  that  any
adjustment which by reason of this Section is not required to be made shall
be  carried forward  cumulatively and  taken into account in any subsequent
calculation.  All calculations  under  this  Section  shall be made  to the
nearest cent or to  the nearest  one-hundredth of a Share,  as the case may
be.

4.1.5	In the event that at any time, as  a  result  of  an  adjustment made
pursuant to this  Section, Anderson shall become entitled  to  receive upon
exercise of this Option cash, property, or securities.

4.1.6	Irrespective  of  any  adjustments  in  the  Exercise Price or in the
number or kind of Shares purchasable upon exercise of this Option, the form
of Options theretofore  or  thereafter issued  may  continue to express the
same price and number and kind of shares as are stated in this Option.

Section 5.   Officer's  Certificate.    Whenever  the  number  or  kind  of
securities purchasable upon exercise of this Option  or  the Exercise Price
shall  be  adjusted  as  required  by  the  provisions  of  Section  4, the
Corporation  shall  forthwith file  with  its  Secretary  or  its Assistant
Secretary at its  principal office  and  with  its stock transfer agent, if
any, an  officer's  certificate  showing  the  adjusted  number  of kind of
securities  purchasable  upon  exercise  of  this Option  and  the adjusted
Exercise  Price   determined  as  herein  provided  and  setting  forth  in
reasonable  detail such  facts as shall be necessary to show the reason for
and  the  manner  of  computing  such  adjustments.   Each  such  officer's
certificate shall be made available at all  reasonable times for inspection
by Anderson and the Corporation shall,forthwith after each such adjustment,
mail by certified mail a copy of such certificate to Anderson.

Section 6.    No Effect On Powers of Corporation.   The existence  of  this
Option shall not affect in any way the right or power of the Corporation or
its shareholders to make or  authorize any adjustments,  recapitalizations,
reorganization, or other changes in  the Corporation's capital structure or
its business,  or any merger  or consolidation of  the  Corporation, or any
issue of bonds,  debentures,  preferred shares with  rights greater than or
affecting the Shares, or the dissolution or liquidation of the Corporation,
or any sale or  transfer of all or  any  part of its assets or business, or
any other corporate  act or proceeding,  whether of a similar  character or
otherwise.

Section 7.    No Waiver  of  Corporation's  Right to  Terminate Employment.
Nothing in this Agreement shall be  construed to confer or shall be  deemed
to  confer  on  Anderson  any  right  to  continue  as  an  employee of the
Corporation, or to continue any other relationship with, the Corporation or
any parent or subsidiary of the Corporation, or limit in any  way the right
of the Corporation or its shareholders  to terminate Anderson's  employment
or other relationship at  any  time, with or without cause.  If Anderson is
terminated with or without cause, this agreement  shall not be  effected by
such termination.

Section 8.   Compliance With Securities Laws.

8.1	No  Exercise Until  Compliance.   If  the  Corporation  at  any  time
determines that registration or qualification  of the Shares or this Option
under state or federal law, or the consent or approval of  any governmental
regulatory body, is necessary,  then this Option  may not  be exercised, in
whole or in part,  until  such  registration,  qualification,  consent,  or
approval shall  have been  effected or obtained  free of any conditions not
acceptable to the Corporation..

8.2	Investment Interest.  If required  by the Corporation  at the time of
any exercise of this Option as a condition to such exercise, Anderson shall
enter  into  an  agreement  with the  Corporation  in  form satisfactory to
counsel for the Corporation  by which Anderson (I) shall represent that the
Shares are being acquired for Anderson's own account for investment and not
with a view to, or for sale in connection with,  any resale or distribution
of such Shares, and (ii) shall agree that, if  Anderson  should  decide  to
sell, transfer,  or  otherwise,  dispose  of  any  of such Shares, Anderson
may do so only if the  shares  are registered  under the  Securities Act of
1933 and the relevant state  securities laws,  unless,  in  the  opinion of
counsel for the  Corporation, such  registration  is  not required, or  the
transfer in pursuant to  the Securities  and Exchange  Commission Rule 144;
provided, however, that the Corporation agrees  to  use  its  best  efforts
to  cause a Registration Statement on  Form S-8 with respect to  the Shares
issuable  upon exercise of this Option to  be  filed and declared effective
as soon as is  practicable, and  to  maintain  the  effectiveness  of  such
Registration  Statement  until  such  time  as  the Option  has  been fully
exercised or terminated.

Section 9.   Violation.  Any provision  of  this  Agreement to the contrary
notwithstanding, this Option shall not be exercisable at any time, in whole
or in part, if issuance and delivery of the Option Shares would violate any
law or registration.

Section 10.   Representations of Anderson.  Anderson represents that he has
been advised that he is not  being represented in  this transaction by  the
corporation's attorneys and that Anderson has been advised to seek separate
legal counsel for advice in this matter.

Section 11.   Notices.   Any  notice  under  this  Agreement  shall  be  in
writing and shall be effective when actually delivered  in  person or three
days  after  being  deposited  in  the U.S. mail,  registered or certified,
postage prepaid and addressed to  the party at  the address  stated in this
Option or  such other  address as  either party  may designate  by  written
notice to the other.

Section 12.   Law  Governing.    This  Option  shall  be  governed  by  and
construed in accordance with the laws of the State of Tennessee.

IN WITNESS WHEREOF, the undersigned have executed  this agreement as of the
date first above written.

INNOVO GROUP INC.




						By:	/s/ Pat Anderson
                                          -----------------------
							Pat Anderson, President

							/s/ Jay Furrow
                                          ----------------------
                                          Jay Furrow



                             EXHIBIT A

                          INNOVO GROUP INC.
                  NOTICE OF EXERCISE OF SHARE OF OPTION


I hereby exercise  my  Non-Qualified Share Option  granted by INNOVO GROUP
INC. ("Corporation") and seek to purchase _____________ shares  of  common
shares of the Corporation pursuant to said Option.  I understand that this
exercise is subject to all the terms  and  provisions of my  Non-Qualified
Share Option Agreement.


Enclosed is my check in the sum of $_________________ in payment  for such
shares.

Dated:_____________,________




___________________________
Signature



___________________________
Address


___________________________

___________________________


___________________________
Social Security Number


Receipt is hereby acknowledged of the delivery to me by  INNOVO GROUP INC.
of   certificates   for _______________________ common   shares   of   the
Corporation  purchased  by  me  pursuant  to  the  terms and conditions of
Non-Qualified Share Option Agreement referred to above.


Date:_____________,________


__________________________
Signature