EXHIBIT 4.3

                  Registration Rights Agreement


     This Registration Rights Agreement (the "Agreement") is made
and  entered into to be effective as of the ___ day of June, 2004
(the  "Effective  Date") between Innovo Group, Inc.,  a  Delaware
corporation (the "Company"), and _____________(the "Holder").

                        R e c i t a l s:

      A.    The  Holder  has  loaned  the  Company  an  aggregate
principal   amount  of  $__________evidenced  by  a   convertible
promissory  note executed in favor of Holder by the Company  (the
"Note")  which is convertible, at the option of the Holder,  into
shares  of  the  Common  Stock  of  the  Company  in  the  method
prescribed in the Note.

      B.   In connection with the Note, the Company has issued  a
warrant  (the  "Warrant") to purchase __________  shares  of  the
Company's Common Stock (as defined below) to Holder.

      C.    The  Company  and  Holder desire  to  set  forth  the
registration rights to be granted by the Company to the Holder.

      Now,  Therefore,  in consideration of the mutual  promises,
representations, warranties, covenants, and conditions set  forth
herein and in the Note and Warrant, the parties mutually agree as
follows:

                       A g r e e m e n t:

     1.    Certain  Definitions.  As used in this Agreement,  the
following terms shall have the following respective meanings:

      "Approved Market" means the Nasdaq National Market, the New
York Stock Exchange, Inc., or the American Stock Exchange, Inc.

      "Business  Day"  means any day of the year,  other  than  a
Saturday,  Sunday,  or  other  day on  which  the  Commission  is
required or authorized to close.

      "Certificate of Incorporation" means the Fifth Amended  and
Restated  Certificate of Incorporation of the  Company  as  filed
with the Secretary of State of the State of Delaware, as the same
may be amended from time to time.

     "Closing Date" means June __, 2004, or such other time as is
mutually  agreed  between the Company  and  the  Holder  for  the
closing of the transaction referred to in Recital A and B above.

     "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities
Act.

      "Common Stock" means the common stock, par value $0.10  per
share, of the Company and any and all shares of capital stock  or
other equity securities of: (i) the Company which are added to or
exchanged  or substituted for the Common Stock by reason  of  the
declaration of any stock dividend or stock split, the issuance of
any   distribution   or   the   reclassification,   readjustment,
recapitalization  or  other  such  modification  of  the  capital
structure of the Company; and (ii) any other corporation, now  or
hereafter  organized  under  the  laws  of  any  state  or  other
governmental  authority, with which the Company is merged,  which

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results  from  any consolidation or reorganization to  which  the
Company is a party, or to which is sold all or substantially  all
of the shares or assets of the Company, if immediately after such
merger, consolidation, reorganization or sale, the Company or the
stockholders of the Company own equity securities having  in  the
aggregate  more than 50% of the total voting power of such  other
corporation.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended,   and  the  rules  and  regulations  of  the  Commission
promulgated thereunder.

      "Family  Member" means (a) with respect to any  individual,
such  individual's  spouse, any descendants (whether  natural  or
adopted), any trust all of the beneficial interests of which  are
owned  by  any of such individuals or by any of such  individuals
together with any organization described in Section 501(c)(3)  of
the  Internal Revenue Code of 1986, as amended, the estate of any
such individual, and any corporation, association, partnership or
limited  liability company all of the equity interests  of  which
are  owned  by  those  above  described  individuals,  trusts  or
organizations  and (b) with respect to any trust, the  owners  of
the beneficial interests of such trust.

      "Form S-3" means such form under the Securities Act  as  in
effect  on  the  date hereof or any registration form  under  the
Securities  Act  subsequently adopted by  the  Commission,  which
permits inclusion or incorporation of substantial information  by
reference  to  other  documents filed by  the  Company  with  the
Commission.

      "Holder"  means  each Holder or any  of  his,  her  or  its
respective successors and Permitted Assigns who acquire rights in
accordance  with  this Agreement with respect to the  Registrable
Securities  directly or indirectly from a Holder, including  from
any Permitted Assignee.

      "Inspector" means any attorney, accountant, or other  agent
retained by a Holder for the purposes provided in Section 4(i).

       "Permitted   Assignee"  means  (a)  with  respect   to   a
partnership,  its partners or former partners in accordance  with
their  partnership interests, (b) with respect to a  corporation,
its  shareholders  in  accordance  with  their  interest  in  the
corporation, (c) with respect to a limited liability company, its
members  or  former members in accordance with their interest  in
the  limited liability company, (d) with respect to an individual
party,  any  Family Member of such party, (e) an entity  that  is
controlled  by,  controls,  or is under  common  control  with  a
transferor, or (f) a party to this Agreement.

      The  terms  "register,"  "registered,"  and  "registration"
refers  to  a  registration effected by preparing  and  filing  a
registration statement in compliance with the Securities Act, and
the   declaration  or  ordering  of  the  effectiveness  of  such
registration statement.

     "Registrable Securities" means shares of Common Stock issued
to the Holder pursuant to the Note or issued or issuable pursuant
to  the  Warrant,  excluding (i) any Registrable Securities  that
have  been  publicly  sold  or may be  sold  immediately  without
registration under the Securities Act either pursuant to Rule 144
of   the  Securities  Act  or  otherwise;  (ii)  any  Registrable
Securities  sold  by  a  person in a transaction  pursuant  to  a
registration  statement filed under the Securities Act  or  (iii)
any  Registrable Securities that are at the time  subject  to  an
effective registration statement under the Securities Act.

     "Registration Default Date" means the date which is 90  days
following the Closing Date;

                            <PAGE>

provided,  however, if the Registration Statement is  subject  to
review  by the SEC staff the Registration Default Date  shall  be
the date which is 150 days following the Closing Date.

     "Registration Default Period" means the period following the
Registration  Default  Date during which any  Registration  Event
occurs and is continuing.

      "Registration Event" means the occurrence  of  any  of  the
following events:

           (a)   the  Company  fails to file  with  the  SEC  the
     Registration  Statement on or before the date by  which  the
     Company  is  required  to  file the  Registration  Statement
     pursuant to Section 3,

           (b)   the  Registration Statement covering Registrable
     Securities is not declared effective by the Commission on or
     before the Registration Default Date,

          (c)  after the SEC Effective Date, sales cannot be made
     pursuant  to  the  Registration  Statement  for  any  reason
     (including without limitation by reason of a stop order,  or
     the  Company's failure to update the Registration Statement)
     but except as excused pursuant to Section 3, or

           (d)   the  Common  Stock generally or the  Registrable
     Securities  specifically  are not  listed  or  included  for
     quotation  on an Approved Market, or trading of  the  Common
     Stock  is suspended or halted on the Approved Market,  which
     at  the time constitutes the principal market for the Common
     Stock.

     "Registration  Statement" means the  registration  statement
required to be filed by the Company pursuant to Section 3.

      "Securities  Act"  means the Securities  Act  of  1933,  as
amended,   or   any  similar  federal  statute   promulgated   in
replacement  thereof,  and  the  rules  and  regulations  of  the
Commission thereunder, all as the same shall be in effect at  the
time.

      "SEC  Effective  Date"  means  the  date  the  Registration
Statement is declared effective by the Commission.

     "S-3 Blackout Period" means, with respect to a registration,
a period in each case commencing on the day immediately after the
Company  notifies the Holder that they are required, pursuant  to
Section   4(f),  to  suspend  offers  and  sales  of  Registrable
Securities  during which the Company, in the good faith  judgment
of  its  Board of Directors, determines (because of the existence
of,  or  in anticipation of, any acquisition, financing activity,
or other transaction involving the Company, or the unavailability
for   reasons  beyond  the  Company's  control  of  any  required
financial statements, disclosure of information which is  in  its
best  interest  not to publicly disclose, or any other  event  or
condition  of  similar  significance to  the  Company)  that  the
registration and distribution of the Registrable Securities to be
covered  by  such  registration  statement,  if  any,  would   be
seriously  detrimental to the Company and  its  shareholders  and
ending on the earlier of (1) the date upon whichthe material non-
public   information  commencing  the  S-3  Blackout  Period   is
disclosed  to  the public or ceases to be material and  (2)  such
time as the Company notifies the selling Holders that the Company
will  no  longer delay such filing of the Registration Statement,
recommence  taking  steps  to  make such  Registration  Statement
effective, or allow sales pursuant to such Registration Statement
to  resume; provided, however, that the Company shall  limit  its
use of S-3 Blackout Periods, in the aggregate, to 45 Trading Days
in any 12-month period.

                            <PAGE>


      "Trading  Day"  means a day on whichever (a)  the  national
securities  exchange, (b) the Nasdaq Stock Market,  or  (c)  such
other  securities  market, in any such case  which  at  the  time
constitutes the principal securities market for the Common Stock,
is open for general trading of securities.

     2.   Registration on Form S-3.

     (a)   The Company shall use its commercially reasonable best
efforts  within  60 days, but no later than 90  days,  after  the
Closing  Date (the "Registration Filing Date") to file  with  the
Commission a shelf registration statement on Form S-3 relating to
the  resale  by the Holder of all of the Registrable  Securities;
provided,  however, that the Company shall not  be  obligated  to
effect   any   such  registration,  qualification  or  compliance
pursuant  to this Section 2, or keep such registration  effective
pursuant  to  Section  3: (i) in any particular  jurisdiction  in
which the Company would be required to qualify to do business  as
a  foreign  corporation or as a dealer in  securities  under  the
securities or blue sky laws of such jurisdiction or to execute  a
general   consent  to  service  of  process  in  effecting   such
registration, qualification or compliance, in each case where  it
has not already done so; or (ii) during any S-3 Blackout Period.


     (b)  Demand Registration.  Notwithstanding anything herein
to the contrary, and in addition to its obligations under Section
2(a) hereinabove, the Company shall:
          (i)  after receipt of a written request from the Holder
     requesting that the Company effect a registration (a "Demand
     Registration") under the Securities Act covering all or part
     of  the  Registrable Securities held by  such  Holder  which
     specifies  the  intended  method or methods  of  disposition
     thereof,  as expeditiously as is possible, but in any  event
     no later than 90 days after receipt of a written request for
     a  Demand  Registration,  file with  the  SEC  and  use  its
     reasonable best efforts to cause to be declared effective as
     soon as reasonably practicable, a registration statement  (a
     "Demand  Registration Statement") relating to all shares  of
     Registrable  Securities  which  the  Company  has  been   so
     requested to register by the Holder for sale, to the  extent
     required  to permit the disposition (in accordance with  the
     intended  method  or methods thereof, as aforesaid)  of  the
     Registrable Securities so registered.
          (ii)  If  the Company is eligible to use Form S-3,  any
     Demand  Registration Statement may be required by the Holder
     to  be  in  an  appropriate form under  the  Securities  Act
     relating  to  any  or all of the Registrable  Securities  in
     accordance  with the methods and distribution set  forth  in
     the  Form  S-3  and Rule 415 under the Securities  Act  (the
     "Shelf  Registration"). Any such demand to file a  Form  S-3
     shall  require  the  use  of one Demand  Registration.   The
     Holder   shall   be   entitled  to  an  aggregate   of   two
     registrations  of Registrable Securities,  provided  that  a
     registration  shall not be deemed effected for this  purpose
     unless  it  has  been declared effective by the  Commission,
     remains effective for at least 180 days and the offering  of
     Registerable Securities pursuant to such registration is not
     subject  to  any stop order, injunction or other requirement
     of the SEC.
          (iii)  The  Company shall not be required to  effect  a
     registration pursuant to this Section 2:
               (1)  pursuant to a written opinion of counsel  for
          the Company, all the Registrable Securities can be sold
          pursuant  to  Rule 144 in any three month period  (such
          date being the "144 Sale Date"); or
               (2)  during the period starting with the  date  45
          days  prior to the Company's estimated date  of  filing
          of,   and  ending  on  the  date  90  days  immediately
          following  the  effective  date  of,  any  registration
          statement pertaining to an underwritten public offering
          of  newly issued securities of the Company with respect
          to  which the Holder has the right to request inclusion
          of   Registrable  Securities  pursuant  to  Section  2,

                            <PAGE>

          provided that the Company is actively employing in good
          faith  commercially reasonable efforts  to  cause  such
          registration to become effective.

     (c)  Piggy-Back Registration.
          (i)  If  (but  without any obligation  to  do  so)  the
     Company  proposes to register (including for this purpose  a
     registration effected by the Company for shareholders  other
     than  the Holder) any of its stock or other securities under
     the Securities Act in connection with the public offering of
     such  securities  on  any form (other  than  a  registration
     statement  on  Form  S-4 or S-8 or any  successor  form  for
     securities  to  be  offered in a  transaction  of  the  type
     referred  to  in  Rule 145 under the Securities  Act  or  to
     employees  of  the Company pursuant to any employee  benefit
     plan,  respectively) (a "Piggy-Back Registration"), it  will
     promptly  (and  in  any case at least  45  days  before  the
     initial  filing with the SEC of such piggy-back registration
     statement  (the  "Piggy-Back Registration Statement"))  give
     written notice to each Holder, which notice shall set  forth
     the   intended  method  of  disposition  of  the  securities
     proposed  to be registered by the Company. The notice  shall
     offer  to  include  in such filing the aggregate  number  of
     shares  of Registrable Securities as the Holder may request.
     If  the  Holder  desires to have its Registrable  Securities
     registered  under this Section 2, such Holder  shall  advise
     the  Company  in writing within 20 days after  the  date  of
     receipt  of such offer from the Company, setting  forth  the
     amount of such Registrable Securities for which registration
     is  requested. The Company shall thereupon include  in  such
     filing  the  number or amount of Registrable Securities  for
     which registration is so requested, subject to provisions of
     Section  2 below, and shall use its reasonable best  efforts
     to  effect registration of such Registrable Securities under
     the  Securities  Act; provided, however,  that  the  Company
     shall not be obligated to include any Registrable Securities
     in  any  such  registration,  qualification  or  compliance,
     pursuant to this Section 2 after the 144 Sale Date.
          (ii)  The Company shall have the right to terminate  or
     withdraw  any Piggy-Back Registration initiated by it  under
     this Section 2 prior to the effectiveness of such Piggy-Back
     Registration  whether  or  not the  Holder  has  elected  to
     include securities in such Piggy-Back Registration.
          (iii)  If  the  Piggy-Back Registration relates  to  an
     underwritten public offering and the managing underwriter of
     such  proposed public offering advises in writing  that,  in
     its  opinion, the amount of Registrable Securities requested
     to be included in the Piggy-Back Registration in addition to
     the  securities  being registered by the  Company  would  be
     greater  than  the total number of securities which  can  be
     sold  without  having  a  material  adverse  effect  on  the
     distribution, marketability or offering price thereof, then,
     in  the  event  that  the Company initiated  the  Piggy-Back
     Registration,  the Company shall include in such  Piggy-Back
     Registration first, the securities the Company  proposes  to
     register  and  second, the securities of all  other  selling
     security  holders, including the Holder, to be  included  in
     such  Piggy-Back  Registration in an amount  which  together
     with  the securities the Company proposes to register to  be
     allocated among such selling security holders on a pro  rata
     basis (based on the number of securities of the Company held
     by each such selling security holder).

                            <PAGE>


     3.     Registration  Procedures.   In  the  case   of   each
registration,  qualification,  or  compliance  effected  by   the
Company  pursuant  to  Section 2 hereof, the  Company  will  keep
Holder reasonably advised in writing as to the initiation of each
registration,  qualification,  and  compliance  and  as  to   the
completion  thereof.   At  its  expense  with  respect   to   any
registration statement filed pursuant to Section 2,  the  Company
will use its commercially reasonable best efforts to:

     (a)   prepare and file with the Commission with  respect  to
such Registrable Securities, a registration statement on Form  S-
3,  and  use  its commercially reasonable efforts to  cause  such
registration  statement to become and remain effective  at  least
for  a  period ending with the first to occur of (i) the sale  of
all Registrable Securities covered by the registration statement,
(ii)   the  availability  under  Rule  144  for  the  Holder   to
immediately,  freely resell without restriction  all  Registrable
Securities covered by the registration statement, and  (iii)  one
year  after a registration statement filed pursuant to Section  2
is  declared  effective by the Commission  (in either  case,  the
"Effectiveness Period"); provided, however, if at the end of such
one-year  period,  any Holder is not able to immediately,  freely
resell all Registrable Securities that it owns, the Effectiveness
Period shall continue until terminated pursuant to clause (i)  or
(ii);  provided  that  no later than five  business  days  before
filing with the Commission a registration statement or prospectus
or  any  amendments  or supplements thereto, including  documents
incorporated  by  reference  after  the  initial  filing  of  any
registration  statement, the Company shall notify Holder  of  the
Registrable Securities covered by such registration statement  of
any  stop  order issued or threatened by the Commission and  take
all reasonable actions required to prevent the entry of such stop
order or to remove it if entered;

     (b)  if a registration statement is subject to review by the
Commission,  promptly  respond to  all  comments  and  diligently
pursue  resolution  of any comments to the  satisfaction  of  the
Commission;

     (c)   prepare  and file with the Commission such  amendments
and supplements to such registration statement and the prospectus
used  in  connection therewith as may be necessary to  keep  such
registration statement effective during the Effectiveness  Period
(but in any event at least until expiration  of the 90-day period
referred  to in Section 4(3) of the Securities Act and Rule  174,
or  any successor thereto, thereunder, if applicable), and comply
with  the  provisions of the Securities Act with respect  to  the
disposition  of  all  securities  covered  by  such  registration
statement  during  such period in accordance  with  the  intended
method(s) of disposition by the sellers thereof set forth in such
registration statement;

     (d)   furnish, without charge, to each Holder of Registrable
Securities   covered  by  such  registration  statement   (i)   a
reasonable  number  of  copies  of  such  registration  statement
(including  any exhibits thereto other than exhibits incorporated
by  reference),  each amendment and supplement  thereto  as  such
Holder  may request, (ii) such number of copies of the prospectus
included   in   such  registration  statement   (including   each
preliminary prospectus and any other prospectus filed under  Rule
424  under  the  Securities Act) as such Holder may  request,  in
conformity with the requirements of the Securities Act, and (iii)
such  other  documents as such Holder may reasonably  request  in
order to facilitate the disposition of the Registrable Securities
owned by such Holder, but only during the Effectiveness Period;

     (e)   use  its  commercially  reasonable  best  efforts   to
register or qualify such Registrable Securities under such  other
applicable  securities or blue sky laws of such jurisdictions  as
any Holder of Registrable Securities covered by such registration
statement  reasonably  requests  as  may  be  necessary  for  the
marketability of the Registrable Securities (such request  to  be
made  by the time the applicable registration statement is deemed
effective  by the Commission) and do any and all other  acts  and
things  which may be reasonably necessary or advisable to  enable
such  Holder  to consummate the disposition in such jurisdictions
of the Registrable Securities owned by such Holder; provided that
the Company shall not be required to (i) qualify generally to  do
business  in  any  jurisdiction where it would not  otherwise  be
required  to  qualify but for this paragraph  (e),  (ii)  subject
itself to taxation in any such jurisdiction, or (iii) consent  to
general service of process in any such jurisdiction;

     (f)   notify  each Holder of such Registrable Securities  at
any  time  when a prospectus relating thereto is required  to  be
delivered under the Securities Act of the happening of any  event
which  comes  to the Company's attention if as a result  of  such
event  the  prospectus  included in such  registration  statement
contains an untrue statement of a material fact or omits to state
any  material fact required to be stated therein or necessary  to
make  the statements therein not misleading and the Company shall
promptly  prepare  and  furnish to such Holder  a  supplement  or
amendment  to  such prospectus (or prepare and  file  appropriate
reports  under the Exchange Act) so that, as thereafter delivered

                            <PAGE>

to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or  omit
to  state  any  material fact required to be  stated  therein  or
necessary  to make the statements therein not misleading,  unless
suspension  of the use of such prospectus otherwise is authorized
herein  or in the event of an S-3 Blackout Period, in which  case
no  supplement  or amendment need be furnished (or  Exchange  Act
filing  made)  until the termination of such  suspension  or  S-3
Blackout Period;

     (g)   comply, and continue to comply during the period  that
such  registration  statement is effective under  the  Securities
Act,  in  all material respects with the Securities Act  and  the
Exchange Act and with all applicable rules and regulations of the
Commission  with  respect to the disposition  of  all  securities
covered by such registration statement, and make available to its
security  holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve (12) months, but
not more than eighteen (18) months, beginning with the first full
calendar  month  after  the effective date of  such  registration
statement,  which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act.

     (h)  as promptly as practicable after becoming aware of such
event, notify each Holder of Registrable Securities being offered
or sold pursuant to the Registration Statement of the issuance by
the  Commission  of  any  stop  order  or  other  suspension   of
effectiveness  of  the  Registration Statement  at  the  earliest
possible time;

      (i)   make available for inspection by any Holder  and  any
Inspector retained by such Holder, at such Holder's sole expense,
all  financial and other records as shall be reasonably necessary
to   enable   such   Holder  to  exercise   its   due   diligence
responsibility, and cause the Company's officers, directors,  and
employees  to  supply all information which such  Holder  or  any
Inspector  may  reasonably  request  for  purposes  of  such  due
diligence;  provided,  however, that such Holder  shall  hold  in
confidence  and shall not make any disclosure of  any  record  or
other  information which the Company determines in good faith  to
be  confidential, and of which determination such  Holder  is  so
notified  at  the  time  such Holder receives  such  information,
unless (i) the disclosure of such record is necessary to avoid or
correct  a misstatement or omission in the Registration Statement
and  a  reasonable time prior to such disclosure the Holder shall
have  informed  the  Company  of the  need  to  so  correct  such
misstatement  or omission and the Company shall  have  failed  to
correct  such misstatement of omission, (ii) the release of  such
record  is ordered pursuant to a subpoena or other order  from  a
court or governmental body of competent jurisdiction or (iii) the
information  in such record has been made generally available  to
the  public other than by disclosure in violation of this or  any
other  agreement.  The Company shall not be required to  disclose
any  confidential  information in such records to  any  Inspector
until  and  unless  such  Inspector shall  have  entered  into  a
confidentiality agreement with the Company with respect  thereto,
substantially  in the form of this Section 4(i), which  agreement
shall permit such Inspector to disclose records to the Holder who
has  retained such Inspector.  Each Holder agrees that it  shall,
upon learning that disclosure of such records is sought in or  by
a court or governmental body of competent jurisdiction or through
other  means,  give prompt notice to the Company  and  allow  the
Company,  at  the  Company's expense,  to  undertake  appropriate
action to prevent disclosure of, or to obtain a protective  order
for, the records deemed confidential.  The Company shall hold  in
confidence  and  shall  not  make any disclosure  of  information
concerning  an  Holder provided to the Company pursuant  to  this
Agreement  unless (i) disclosure of such information is necessary
to  comply with federal or state securities laws, (ii) disclosure

                            <PAGE>

of   such  information  is  necessary  to  avoid  or  correct   a
misstatement  or  omission in the Registration  Statement,  (iii)
release of such information is ordered pursuant to a subpoena  or
other  order  from  a  court or governmental  body  of  competent
jurisdiction,  or (iv) such information has been  made  generally
available to the public other than by disclosure in violation  of
this  or any other agreement.  The Company agrees that it  shall,
upon  learning that disclosure of such information  concerning  a
Holder  is  sought  in  or  by a court or  governmental  body  of
competent jurisdiction or through other means, give prompt notice
to  such  Holder and allow such Holder, at such Holder's expense,
to  undertake appropriate action to prevent disclosure of, or  to
obtain a protective order for, such information;

      (j)   use  its  best efforts to cause all  the  Registrable
Securities covered by the Registration Statement to be quoted  on
the  Nasdaq  SmallCap  Market or such other principal  securities
market on which securities of the same class or series issued  by
the Company are then listed or traded;

      (k)  provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities at all times;

      (l)   cooperate  with the Holder of Registrable  Securities
being   offered  pursuant  to  the  Registration   Statement   to
facilitate  the  timely preparation and delivery of  certificates
(not  bearing  any restrictive legends) representing  Registrable
Securities  to be offered pursuant to the Registration  Statement
and  enable  such  certificates to be in  such  denominations  or
amounts  as the Holders may reasonably request and registered  in
such names as the Holders may request;

      (m)   give  notice to the Holder (i) when such Registration
Statement  or any amendment thereto has been filed with  the  SEC
and  when  such  Registration  Statement  or  any  post-effective
amendment  thereto has become effective; (ii)  of any request  by
the  SEC  for  amendments  or supplements  to  such  Registration
Statement  or  the prospectus that is included  therein,  or  for
additional information; (iii) of the issuance by the SEC  of  any
stop  orders  suspending the effectiveness of  such  Registration
Statement or the initiation of any proceedings for that  purpose;
(iv)  of the receipt by the Company or its legal counsel  of  any
notification  with respect to the suspension of the qualification
of  the  Common  Stock  for  sale  in  any  jurisdiction  or  the
initiation or threatening of any proceeding for such purpose; and
(v)  of  the happening of any event that requires the Company  to
make changes in such Registration Statement or the prospectus  in
order  to  make the statements therein not misleading, and  which
notice shall be accompanied by instructions to suspend the use of
the prospectus until the requisite changes have been made).

     (n)  take all other reasonable actions necessary to expedite
and  facilitate  disposition by the Holders  of  the  Registrable
Securities pursuant to the Registration Statement.

     4.    Suspension  of  Offers  and  Sales.   Each  Holder  of
Registrable  Securities agrees that, upon receipt of  any  notice
from  the  Company  of the happening of any  event  of  the  kind
described in Section 3(f) hereof or of the commencement of an S-3
Blackout  Period,  such Holder shall discontinue  disposition  of
Registrable  Securities  pursuant to the  registration  statement
covering such Registrable Securities until such Holder's  receipt
of   the   copies  of  the  supplemented  or  amended  prospectus
contemplated by Section 3(f) hereof or notice of the end of the S-
3  Blackout  Period,  and, if so directed by  the  Company,  such
Holder  shall  deliver to the Company (at the Company's  expense)
all  copies (including, without limitation, any and all  drafts),
other   than  permanent  file  copies,  then  in  such   Holder's
possession,   of   the  prospectus  covering   such   Registrable
Securities current at the time of receipt of such notice.  In the
event  the  Company  shall  give  any  such  notice,  the  period
mentioned  in Section 3(a)(iii) hereof shall be extended  by  the
greater  of  (i)  ten business days or (ii) the  number  of  days
during  the period from and including the date of the  giving  of
such notice pursuant to Section 3(f) hereof to and including  the
date  when each Holder of Registrable Securities covered by  such
registration  statement shall have received  the  copies  of  the
supplemented  or amended prospectus contemplated by Section  3(f)
hereof.

     5.    Registration  Expenses.  The  Company  shall  pay  all
expenses in connection with any registration, including,  without
limitation,  all  registration, filing, stock exchange  and  NASD
fees, printing expenses, all fees and expenses of complying  with
securities  or  blue  sky  laws, the fees  and  disbursements  of
counsel  for  the  Company  and of its  independent  accountants.

                            <PAGE>

Except  as  provided above in this Section 5 and Section  8,  the
Company shall not be responsible for the expenses of any attorney
or other advisor employed by a Holder of Registrable Securities.

     6.    Assignment of Rights. No Holder may assign its  rights
under  this  Agreement  to any party without  the  prior  written
consent  of  the Company; provided, however, that  a  Holder  may
assign  its rights under this Agreement without such restrictions
to  a  Permitted  Assignee  as  long  as  (a)  such  transfer  or
assignment  is effected in accordance with applicable  securities
laws; (b) such transferee or assignee agrees in writing to become
subject  to  the terms of this Agreement; and (c) the Company  is
given  written  notice  by  such  Holder  of  such  transfer   or
assignment,  stating the name and address of  the  transferee  or
assignee and identifying the Registrable Securities with  respect
to which such rights are being transferred or assigned.

     7.    Information  by  Holder.  The  Holder  or  Holders  of
Registrable Securities included in any registration shall furnish
to  the Company such information regarding such Holder or Holders
and  the distribution proposed by such Holder or Holders  as  the
Company may reasonably request in writing.

     8.   Indemnification.

     (a)   In  the  event  of the offer and sale  of  Registrable
Securities held by Holders under the Securities Act, the  Company
shall,  and  hereby  does, indemnify and hold  harmless,  to  the
fullest  extent  permitted by law, each  Holder,  its  directors,
officers,  partners,  each other person who  participates  as  an
underwriter in the offering or sale of such securities, and  each
other  person,  if any, who controls or is under  common  control
with  such  Holder or any such underwriter within the meaning  of
Section  15  of  the Securities Act, against any losses,  claims,
damages  or liabilities, joint or several, and expenses to  which
the  Holder or any such director, officer, partner or underwriter
or controlling person may become subject under the Securities Act
or   otherwise,   insofar  as  such  losses,   claims,   damages,
liabilities  or  expenses  (or actions  or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or  are
based  upon  any untrue statement or alleged untrue statement  of
any  material fact contained in any registration statement  under
which  such shares were registered under the Securities Act,  any
preliminary  prospectus, final prospectus or  summary  prospectus
contained therein, or any amendment or supplement thereto, or any
omission  or  alleged omission to state therein a  material  fact
required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made not
misleading, and the Company shall reimburse the Holder, and  each
such  director,  officer,  partner, underwriter  and  controlling
person for any legal or any other expenses reasonably incurred by
them in connection with investigating, defending or settling  any
such  loss,  claim,  damage,  liability,  action  or  proceeding;
provided that the Company shall not be liable in any such case to
the  extent  that  any  such loss, claim, damage,  liability  (or
action or proceeding in respect thereof) or expense arises out of
or  is based upon an untrue statement or alleged untrue statement
in  or  omission  or  alleged  omission  from  such  registration
statement,  any  such preliminary prospectus,  final  prospectus,
summary prospectus, amendment or supplement in reliance upon  and
in  conformity with written information furnished to the  Company
through  an  instrument duly executed by or  on  behalf  of  such
Holder specifically stating that it is for use in the preparation
thereof.   Such indemnity shall remain in full force  and  effect
regardless  of  any investigation made by or  on  behalf  of  the
Holders,  or any such director, officer, partner, underwriter  or
controlling person and shall survive the transfer of such  shares
by the Holder.

     (b)   As a condition to including any Registrable Securities
to  be  offered  by a Holder in any registration statement  filed
pursuant  to this Agreement, each such Holder agrees to be  bound
by  the  terms  of  this  Section 8 and  to  indemnify  and  hold
harmless,  to  the fullest extent permitted by law, the  Company,
its  directors and officers, and each other person, if  any,  who
controls  the  Company within the meaning of Section  15  of  the
Securities   Act,   against  any  losses,  claims,   damages   or

                            <PAGE>

liabilities, joint or several, to which the Company or  any  such
director  or  officer or controlling person  may  become  subject
under  the  Securities Act or otherwise, insofar as such  losses,
claims,  damages  or  liabilities  (or  actions  or  proceedings,
whether commenced or threatened, in respect thereof) arise out of
or  are  based  upon  any  untrue  statement  or  alleged  untrue
statement   in  or  omission  or  alleged  omission   from   such
registration   statement,  any  preliminary   prospectus,   final
prospectus  or  summary  prospectus  contained  therein,  or  any
amendment  or  supplement thereto, if such statement  or  alleged
statement  or omission or alleged omission was made  in  reliance
upon and in conformity with written information furnished by  the
Holder  expressly  for use in connection with such  registration,
and  such  Holder  shall  reimburse the Company,  and  each  such
director, officer, and controlling person for any legal or  other
expenses   reasonably  incurred  by  them  in   connection   with
investigating,  defending,  or settling  and  such  loss,  claim,
damage, liability, action, or proceeding; provided, however, that
such  indemnity agreement found in this Section 8(b) shall in  no
event  exceed  the  aggregate  net  proceeds  from  the  offering
received  by  such Holder.  Such indemnity shall remain  in  full
force  and effect, regardless of any investigation made by or  on
behalf   of  the  Company  or  any  such  director,  officer   or
controlling person and shall survive the transfer by  any  Holder
of such shares.

     (c)   Promptly  after  receipt by an  indemnified  party  of
notice  of the commencement of any action or proceeding involving
a  claim referred to in Section 8(a) or (b) hereof (including any
governmental action), such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party, give
written  notice to the indemnifying party of the commencement  of
such  action; provided that the failure of any indemnified  party
to   give  notice  as  provided  herein  shall  not  relieve  the
indemnifying party of its obligations under Section 8(a)  or  (b)
hereof,  except  to  the  extent that the indemnifying  party  is
actually prejudiced by such failure to give notice.  In case  any
such  action is brought against an indemnified party,  unless  in
the  reasonable judgment of counsel to such indemnified  party  a
conflict  of  interest between such indemnified and  indemnifying
parties may exist or the indemnified party may have defenses  not
available to the indemnifying party in respect of such claim, the
indemnifying  party shall be entitled to participate  in  and  to
assume  the defense thereof, with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume  the
defense  thereof, the indemnifying party shall not be  liable  to
such   indemnified  party  for  any  legal  or   other   expenses
subsequently  incurred  by  the latter  in  connection  with  the
defense  thereof,  unless in such indemnified party's  reasonable
judgment  a  conflict  of interest between such  indemnified  and
indemnifying  parties arises in respect of such claim  after  the
assumption  of  the  defenses thereof or the  indemnifying  party
fails  to  defend  such claim in a diligent  manner,  other  than
reasonable costs of investigation.  Neither an indemnified nor an
indemnifying  party  shall be liable for any  settlement  of  any
action   or   proceeding  effected  without  its   consent.    No
indemnifying party shall, without the consent of the  indemnified
party,  consent  to  entry  of any judgment  or  enter  into  any
settlement,  which  does  not include as  an  unconditional  term
thereof  the  giving  by  the  claimant  or  plaintiff  to   such
indemnified party of a release from all liability in  respect  of
such  claim  or  litigation.   Notwithstanding  anything  to  the
contrary set forth herein, and without limiting any of the rights
set  forth above, in any event any party shall have the right  to
retain,  at its own expense, counsel with respect to the  defense
of a claim.

     (d)   In the event that an indemnifying party does or is not
permitted to assume the defense of an action pursuant to  Section
8(c)  or in the case of the expense reimbursement obligation  set
forth  in  Section 8(a) and (b), the indemnification required  by
Section 8(a) and (b) hereof shall be made by periodic payments of
the  amount  thereof  during the course of the  investigation  or
defense, as and when bills received or expenses, losses, damages,
or liabilities are incurred.

     (e)   If the indemnification provided for in this Section  8
is held by a court of competent jurisdiction to be unavailable to
an  indemnified party with respect to any loss, liability, claim,
damage or expense referred to herein, the indemnifying party,  in
lieu of indemnifying such indemnified party hereunder, shall  (i)
contribute  to  the  amount paid or payable by  such  indemnified
party  as  a  result of such loss, liability,  claim,  damage  or
expense  as is appropriate to reflect the proportionate  relative
fault  of  the  indemnifying  party  on  the  one  hand  and  the
indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a

                            <PAGE>

material fact or omission relates to information supplied by  the
indemnifying  party  or the indemnified party  and  the  parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission), or (ii)
if  the  allocation provided by clause (i) above is not permitted
by  applicable  law or provides a lesser sum to  the  indemnified
party  than  the  amount  hereinafter calculated,  not  only  the
proportionate  relative fault of the indemnifying party  and  the
indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified  party  on
the   other,   as   well   as   any  other   relevant   equitable
considerations.   No  indemnified  party  guilty  of   fraudulent
misrepresentation  (within the meaning of Section  11(f)  of  the
Securities  Act)  shall  be  entitled to  contribution  from  any
indemnifying  party  who  was  not  guilty  of  such   fraudulent
misrepresentation.

     (f)   Indemnification  similar  to  that  specified  in  the
preceding   subsections  of  this  Section  8  (with  appropriate
modifications) shall be given by the Company and each  Holder  of
Registrable  Securities with respect to any required registration
or  other qualification of securities under any federal or  state
law  or  regulation  or  governmental authority  other  than  the
Securities Act.

     (g)   The agreements in Section 8 shall survive the transfer
of  Registerable  Securities  by  the  Holder  and  sale  of  all
Registerable  Securities pursuant to any  Registration  Statement
and  shall  remain  in full force and effect, regardless  of  any
investigation made by or on behalf of Holder.

     9.   Miscellaneous

     (a)   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.

     (b)   Successors and Assigns.  Except as otherwise  provided
herein, the provisions hereof shall inure to the benefit of,  and
be binding upon, the successors, Permitted Assigns, executors and
administrators of the parties hereto.  In the event  the  Company
merges  with, or is otherwise acquired by, a direct  or  indirect
subsidiary  of  a  publicly  traded company,  the  Company  shall
condition  the  merger or acquisition on the assumption  by  such
parent company of the Company's obligations under this Agreement.

     (c)   Entire Agreement.  This Agreement constitutes the full
and  entire understanding and agreement between the parties  with
regard to the subjects hereof.

     (d)  Notices, etc. All notices or other communications which
are  required  or  permitted under this  Agreement  shall  be  in
writing  and  sufficient  if  delivered  by  hand,  by  facsimile
transmission, by registered or certified mail, postage  pre-paid,
or  by  courier  or  overnight carrier, to  the  persons  at  the
addresses  set forth below (or at such other address  as  may  be
provided  hereunder), and shall be deemed to have been  delivered
as of the date so delivered:

                            <PAGE>


     If to the Company:       Innovo Group, Inc.
                              5804 East Slauson Ave.
                              Commerce, California 90040
                              Attention:  Jay Furrow

     If to the Holder:        ______________________

     or at such other address as any party shall have furnished
to the other parties in writing.

     (e)   Delays or Omissions.  No delay or omission to exercise
any  right,  power  or  remedy accruing  to  any  Holder  of  any
Registrable Securities, upon any breach or default of the Company
under  this  Agreement, shall impair any  such  right,  power  or
remedy of such Holder nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of  or
in  any similar breach or default thereunder occurring; nor shall
any waiver of any single breach or default be deemed a waiver  of
any  other breach or default theretofore or thereafter occurring.
Any  waiver, permit, consent or approval of any kind or character
on  the  part of any Holder of any breach or default  under  this
Agreement,  or  any  waiver on the part  of  any  Holder  of  any
provisions  or conditions of this Agreement, must be  in  writing
and  shall be effective only to the extent specifically set forth
in  such writing.  All remedies, either under this Agreement,  or
by  law  or otherwise afforded to any holder, shall be cumulative
and not alternative.

     (f)   Counterparts.  This Agreement may be executed  in  any
number  of  counterparts,  each of  which  shall  be  enforceable
against the parties actually executing such counterparts, and all
of which together shall constitute one instrument.

     (g)   Severability.  In  the  case  any  provision  of  this
Agreement  shall  be  invalid,  illegal  or  unenforceable,   the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.

     (h)   Amendments.  The provisions of this Agreement  may  be
amended  at  any  time  and  from time to  time,  and  particular
provisions of this Agreement may be waived, with and only with an
agreement or consent in writing signed by the Company and by  the
Holder of Registrable Securities as of the date of such amendment
or waiver.

     (i)   Limitation on Subsequent Registration  Rights.   After
the  date  of this Agreement, the Company shall not, without  the
prior written consent of the Holder enter into any agreement with
any holder or prospective holder of any securities of the Company
that  would grant such holder registration rights senior to those
granted to the Holders hereunder.

     (j)  Expenses.  If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary expenses in addition to any other
relief to which such party may be entitled.


 [Remainder of page intentionally left blank.  Signature page to
                            follow.]

                            <PAGE>



     This Registration Rights Agreement is hereby executed as  of
the date first above written.


                                   COMPANY:

                                   INNOVO GROUP, INC.


                                   By:________________________
                                   Name: Samuel J. Furrow, Jr.
                                   Its: Chief Executive Officer

                                   HOLDER:

                                   By:___________________________
                                   Name:

</END>