EXHIBIT 4.1

                   CONVERTIBLE NOTE AGREEMENT

$_________                                          ____________

Date: _______________

      FOR  VALUE RECEIVED, the undersigned Innovo Group  Inc.,  a
Delaware  corporation  ("Company"), hereby  promises  to  pay  to
____________,    an    individual    with    an    address     of
_______________("Holder"), at such place as Holder  may  specify,
in  lawful  money of the United States of America, the  principal
amount of $________ on June ___, 2005 (the "Maturity Date"), plus
interest  on the principal amount outstanding from time  to  time
hereunder  at  a rate equal to seven and one half percent  (7.5%)
per  annum.   Interest  shall be calculated  in  arrears  on  the
principal  amount outstanding through the last day of each  month
and  shall  be due and payable in arrears in monthly installments
on  the  first business day of each month commencing on  July  1,
2004  and  ending  on  the  Maturity Date.    Interest  shall  be
computed  on the basis of a 365 day year.  The Company shall  pay
interest only on the principal amount outstanding hereunder  from
the date of this Agreement until the day immediately prior to the
Maturity  Date and on the Maturity Date, the Company shall  repay
the  principal  amount  outstanding  plus  any  otherwise  unpaid
interest  in the full amount, unless either (i) Holder elects  to
convert  all  or a portion of the loan under this Agreement  into
shares  of common stock of the Company in accordance with Section
4;  or  (ii)  the Company elects to prepay the loan evidenced  by
this Agreement in accordance with Section 3 and, after receipt of
written  notice  of such election, Holder declines  or  does  not
exercise his right to convert any part of the loan into shares of
common stock of the Company in accordance with Section 4.

      1.    Advances; Payments.  On or before the  date  of  this
Convertible Note Agreement (the "Agreement"), Holder will deliver
to  Company  in immediately available funds the principal  amount
specified  above (net of any costs and expenses  to  be  paid  by
Company to Holder).

      All payments under this Agreement shall be applied first to
interest  and  then  to  principal.  Any  principal  or  interest
payments  on this Agreement outstanding after the occurrence  and
during  the  continuance of a default under this Agreement  shall
bear  interest  at a rate equal to the lesser of (i)  the  lawful
legal  rate  or  (ii) three percent (3%) above the interest  rate
otherwise applicable under this Agreement.

     2.   Representations, Warranties and Covenants of Company.

          (a) Corporate Existence and Authority.  Company is duly
organized, validly existing and in good standing under  the  laws
of  the  State of Delaware.  Company has all requisite  power  to
execute   and   deliver  this  Agreement,  and  to  perform   the
provisions  of this Agreement and to consummate the  transactions
contemplated  by  this  Agreement. The  execution,  delivery  and
performance  of  this  Agreement, and  the  consummation  of  the
transactions  contemplated  by this  Agreement,  have  been  duly
authorized and approved by Company.

           (b)   Compliance with Law.  Company has complied,  and
will comply, in all material respects, with all provisions of all
applicable  laws and regulations, including, but not limited  to,
those  relating  to  Company's  ownership  of  real  or  personal
property,  the  conduct and licensing of Company's business,  and
all environmental matters.

           (c) Disclosure.  No representation, other statement or
information  made or provided by Company to Holder  contains  any
untrue  statement of a material fact or omits to state a material
fact  necessary  to  make  any  statements  made  to  Holder  not
misleading.

                           <PAGE>

           (d)   Information.  Company will provide  Holder  with
access  to  or  copies  of  Company's books,  records,  financial
statements and such additional financial and other information as
Holder  may  reasonably  request from  time  to  time;  provided,
however, to the extent such information is not otherwise publicly
available, such information shall be kept confidential by Holder.

3.    Prepayments.  For the first three months from the  date  of
this  Agreement,  Company may not, at any time, prepay  the  loan
evidenced hereby.  Thereafter, upon written notice by the Company
to the Holder, Company may, at its option, elect to prepay all or
a  portion  of the principal amount plus any unpaid  and  accrued
interest  due hereunder without penalty. Notwithstanding  any  of
the forgoing provisions, upon receipt of the Company's notice  to
prepay  all  or part of the principal amount plus any unpaid  and
accrued  interest due hereunder, Holder shall have the  right  to
prevent  Company from prepaying by electing to convert all  or  a
portion  of  the  principal amount plus any  unpaid  and  accrued
interest  due into shares of the common stock of the  Company  in
accordance with Section 4 herein.

4.   Optional Conversion.

          (a)  At Holder's sole and exclusive option, at any time
after  the  effective date of this Agreement or within three  (3)
business  days  following receipt by Holder of  notice  from  the
Company  that  it  wishes to exercise its prepayment  rights  set
forth in Section 3, all or a portion of the outstanding principal
balance and all unpaid and accrued interest due under the loan as
of  the  Conversion  Date evidenced by this  Agreement  shall  be
convertible,  without the payment of any additional consideration
by  the Holder and at the option of the Holder, into fully  paid,
nonassessable  shares of common stock of the Company  subject  to
such  adjustment,  if  any,  of  the  conversion  rate  and   the
securities  issuable upon conversion as may be  required  by  the
provisions  of  Section 5 of this Agreement.  In  the  event  the
Holder  elects  to  convert, Company shall issue  the  number  of
shares  of  common stock equivalent to the amount  calculated  by
converting the outstanding principal balance to be converted  and
all  unpaid and accrued interest due under the loan evidenced  by
this  Agreement as of the Conversion Date into shares  of  common
stock  at  a  price per share that is equal to  one  hundred  ten
percent (110%) of the average of the closing price of the  common
stock  of  the Company as reported on the Nasdaq SmallCap  Market
for  the  five  days  immediately  preceding  the  date  of  this
Agreement.   The outstanding principal shall continue  to  accrue
interest,  and  Company shall be obligated to pay such  interest,
according to the terms and conditions of this Agreement until the
Conversion  Date (as defined below). In the event of a conversion
of  a  portion  of the loan, this Agreement shall be  amended  to
reflect  the unredeemed amount due and payable to Holder and  all
other  terms  of  this Agreement shall remain in full  force  and
effect.

           (b)  In  order for the Holder to convert  any  amounts
owing  under  this Agreement into shares of common stock  of  the
Company,  Holder shall deliver a written notice to  Company  that
the  Holder  elects to convert this Agreement setting  forth  the
amount of principal subject to conversion. Any conversion made at
the  election  of the Holder shall be deemed to  have  been  made
immediately prior to the close of business on the date Company is
deemed  to  have  received such notice, and  the  Holder  or  its
nominee  or  nominees entitled to receive the  shares  of  common
stock  of  the Company shall be treated for all such purposes  as
the  record holder or holders of such shares of common  stock  on
such  date  (the  "Conversion  Date").   Company  shall  have  no
obligation  to issue any fractional shares upon conversion.   Any
fractional shares shall be rounded up to the nearest whole share.

          (c)   The  Company agrees (a) that the shares  issuable
upon  any  conversion  of this Agreement  shall  be  "Registrable
Securities"   under  the  Registration  Rights   Agreement   (the
"Registration Rights Agreement") between the Company and  Holder,
a  copy  of  which is attached hereto and incorporated herein  by
reference  as  Exhibit A and (b) that the Holder shall  have  the
rights  and obligations of a Holder set forth on the Registration
Rights Agreement.

                            <PAGE>

5.   Reclassification, Consolidation, Merger, Sale or Conveyance.
In  case of any reclassification or change of outstanding  shares
of  common stock (other than a change in par value, or  from  par
value to no par value, or from no par value to par value, or as a
result  of  a  subdivision or combination), or  in  case  of  any
consolidation  or  merger  of the Company  whether  into  another
corporation  (other than a consolidation or merger in  which  the
Company is the continuing corporation and that does not result in
any  reclassification or change of outstanding shares  of  common
stock  of  the Company), or in case of any sale or conveyance  to
another corporation of the property of the Company as an entirety
or  substantially as an entirety, the Company, or such  successor
or  purchasing corporation, as the case may be, shall execute and
deliver   to  the  Holder  a  supplemental  Agreement,  in   form
satisfactory  to the Holder which shall provide that  the  Holder
shall have the right thereafter to convert all or any part of the
loan  under this Agreement into the kind and amount of shares  of
stock  of the Company or such successor or purchasing corporation
and   other   securities  and  property  receivable   upon   such
reclassification,   change,  consolidation,   merger,   sale   or
conveyance, into which the loan under this Agreement  might  have
been   converted  immediately  prior  to  such  reclassification,
change,   consolidation,  merger,  sale  or   conveyance.    Such
supplemental Agreement shall provide for adjustments  that  shall
be  as nearly equivalent as may be practicable to the adjustments
provided  for in this Section 5.  The provisions of this  Section
shall  similarly apply to successive reclassifications,  changes,
consolidations,  mergers,  sales or conveyances.   Company  shall
promptly  give  Holder notice of any events giving  rise  to  the
issuance of a Supplemental Agreement under this Section 5.


6.    Fees  and Expenses.  Each party to this Agreement shall  be
responsible  for  all  costs and expenses,  including  reasonable
attorneys' fees incurred in the preparation of this Agreement and
the  other  documents executed in connection with this Agreement.
Company shall also have delivered a warrant to purchase stock  to
Holder in form reasonably acceptable to Holder (together with the
Agreement  and  any other documents delivered in connection  with
this  Agreement, the "Loan Documents").  Company  shall  pay  all
reasonable  and  actual costs that Holder incurs in  successfully
enforcing this Agreement, including without limitation reasonable
attorneys' fees and expenses.

7.   Events of Default; Remedies.

          (a)  Events of Default.  If any of the following events
("Events  of  Default") shall occur and be  continuing  (for  any
reason   whatsoever  and  whether  it  shall  be   voluntary   or
involuntary or by operation of law or otherwise):

               (i)  default shall be made in the payment  of  the
          principal of, or interest on, the loan when and as  the
          same  shall become due and payable, whether  at  stated
          maturity, by acceleration, or otherwise; or

               (ii)  default shall be made in the performance  or
          observance  of  any  covenant, agreement  or  condition
          contained in this Agreement and such default shall have
          continued for a period of five (5) business days; or

               (iii)   Company's  dissolution,   termination   of
          existence or insolvency, the appointment of a  receiver
          of  all  or  any  part of the property of  Company;  an
          assignment for the benefit of creditors by Company;  or
          the commencement of any proceeding under any bankruptcy
          or  insolvency laws by or against Company which results
          in  the  entry of an order for relief or which  remains
          undismissed, undischarged or unbonded for a  period  of
          60 days or more; or

               (iv)    any  representation,  warranty,  financial
          statement  or  other information made or  furnished  by
          Company to Holder, or any other documents or agreements
          contemplated  hereby and thereby or in any  certificate
          or  other  instrument delivered hereunder  or  pursuant
          hereto or in connection with any provision hereof shall
          be  false or incorrect in any material respect  on  the
          date as of which made or furnished;

                            <PAGE>


           then  (x) upon the occurrence of any Event of  Default
described  in  (iii), the unpaid principal amount  of  the  loan,
together with the interest accrued thereon and all other  amounts
payable  by  Company  under this Agreement,  shall  automatically
become  immediately due and payable, without presentment, demand,
protest  or  other  requirements of any kind, all  of  which  are
hereby expressly waived by Company or (y) upon the occurrence  of
any  other  Event  of Default, Holder may, by written  notice  to
Company, declare the unpaid principal amount of the loan  to  be,
and  the  same shall forthwith become, due and payable,  together
with  the interest accrued thereon and all other amounts  payable
by Company hereunder.

          (b)   Suits  for Enforcement.  If any Event of  Default
shall  have  occurred and be continuing, Holder  may  proceed  to
protect and enforce its rights against Company, either by suit in
equity  or  by  action at law, or both, whether for the  specific
performance  of  any  covenant  or agreement  contained  in  this
Agreement or in aid of the exercise of any power granted in  this
Agreement,  or  Holder  may proceed to  enforce  the  payment  by
Company  of  all sums due under this Agreement or to enforce  any
other  legal  or  equitable right of Holder.   Company  covenants
that,  if  it  shall  default in the making of  any  payment  due
hereunder  or  in the performance or observance of any  agreement
contained  in this Agreement, it will pay to Holder such  further
amounts, to the extent lawful, to cover any reasonable costs  and
expenses of collection or of otherwise enforcing Holder's rights,
including  without  limitation the reasonable  counsel  fees  and
costs and expenses incurred in connection with any restructuring,
negotiation,  refinancing, workout, bankruptcy or  other  similar
transaction or proceeding.

          (c)   Remedies Cumulative.  No remedy herein  conferred
upon  Holder is intended to be exclusive of any other remedy  and
each  and every such remedy shall be cumulative and shall  be  in
addition  to  every  other  remedy  given  hereunder  or  now  or
hereafter  existing  at  law  or  in  equity  or  by  statute  or
otherwise.

          (d)  Remedies Not Waived.  No course of dealing between
Company  and  any  other  person  and  no  delay  or  failure  in
exercising  any  rights hereunder or under the  loan  in  respect
thereof shall operate as a waiver of Holder's rights.

8.   Miscellaneous.

          (a)  Successors and Assigns.  This Agreement shall bind
and inure to the benefit of and be enforceable by Company, Holder
and  each  of  their respective successors and assigns,  and,  in
addition,  shall  inure to the benefit of and be  enforceable  by
each person who shall from time to time be a holder of the loan.

          (b)   Notices.   All  notices and other  communications
provided  for in this Agreement shall be in writing and delivered
by registered or certified mail, postage prepaid, or delivered by
overnight courier (for next business day delivery) or telecopied,
addressed  as  follows, or at such other address as  any  of  the
parties  hereto may hereafter designate by notice  to  the  other
parties given at the addresses set forth on the signature page:

          If to Company: Innovo Group Inc.
                    ATTN: Jay Furrow, CEO
                    5804 E. Slauson Avenue
                    Commerce, CA 90046

                            <PAGE>


          If to Holder:  ________________________
                         ________________________
                         ________________________

          Any  such  notice or communication shall be  deemed  to
have  been  duly given and received on the fifth (5th) day  after
being  so  mailed,  the  next  business  day  after  delivery  by
overnight  courier, when received when sent by telecopy  or  upon
receipt when delivered personally.

          (c)   Counterparts.  This Agreement may be executed  in
two  or  more  counterparts, each of which  shall  be  deemed  an
original but all of which together shall constitute one  and  the
same  instrument.  Signatures may be exchanged by telecopy,  with
original signatures to follow.

          (d)  Amendments.  This Agreement may only be amended by
a writing duly executed by the parties hereto.

          (e)   Severability.  If any term or provision  of  this
Agreement  or any other document executed in connection  herewith
shall  be  determined to be illegal or unenforceable,  all  other
terms and provisions hereof and thereof shall nevertheless remain
effective  and shall be enforced to the fullest extent  permitted
by applicable law.

          (f)   Governing Law.  This Agreement shall be  governed
by  and  construed in accordance with the laws of  the  State  of
Tennessee and the United States of America, both substantive  and
remedial. Any judicial proceeding brought against either  of  the
parties  to  this agreement or any dispute arising  out  of  this
Agreement  or  any matter related hereto may be  brought  in  the
courts of the State of Tennessee or in the United States District
Court for the Eastern District of Tennessee and, by its execution
and  delivery  of  this agreement, each party to  this  Agreement
accepts the jurisdiction of such courts. The foregoing consent to
jurisdiction shall not be deemed to confer rights on  any  person
other than the parties to this Agreement.

          (g)   Entire  Agreement.  This Agreement  contains  the
entire  Agreement  of  the parties hereto  with  respect  to  the
transactions contemplated hereby and supersedes all previous oral
and  written, and all previous contemporaneous oral negotiations,
commitments and understandings.

          (h)  Further Assurances.  The parties agree to promptly
to execute and deliver such documents and to take such other acts
as  are  reasonably necessary to effectuate the purposes of  this
Agreement.

          (i)   Headings.  The headings contained herein are  for
reference  purposes  only and shall not affect  in  any  way  the
meaning or interpretation of this Agreement.

           (j)  Assignments and Participations.  Company may  not
assign  its  rights or obligations hereunder or  under  the  loan
without  the prior written consent of Holder.  Holder may  assign
all  or  any  portion of the loan or warrant  without  the  prior
consent of Company.  Holder may sell or agree to sell to  one  or
more  other persons a participation in all or any part of any  of
the  loan or warrant without the prior consent of Company.   Upon
surrender  of  the  loan or warrant, Company  shall  execute  and
deliver   one  or  more  substitute  notes,  warrants  or   other
securities  in such denominations required by Holder's designated
transferee or transferees.  Holder may furnish any information in
the  possession  of  Holder concerning Company,  or  any  of  its
respective  subsidiaries,  from time to  time  to  assignees  and
participants (including prospective assignees and participants).

                            <PAGE>


           (k)   Waivers; Indemnity.  Company waives  presentment
and  demand  for  payment, notice of dishonor,  protest  of  this
Agreement,  and shall pay all costs of collection when  incurred,
including   reasonable  attorneys'  fees,  costs  and   expenses.
Company  shall  indemnify  and  hold  harmless  from  any  claim,
obligation  or liability (including without limitation reasonable
attorneys fees and expenses) arising out of this Agreement.



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                            <PAGE>


      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be executed as of the day and year set forth above.

COMPANY:                           HOLDER:


By:  _______________________        By: _________________________
     Samuel J. Furrow, Jr.              Name
     Chief Executive Officer

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