EXHIBIT 4.2



NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON  ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS AMENDED (THE "SECURITIES  ACT"),  OR  ANY
APPLICABLE  STATE SECURITIES LAWS, AND MAY NOT  BE  OFFERED,
SOLD  OR  OTHERWISE  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED
UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT
OR  (II)  IN  COMPLIANCE  WITH AN  EXEMPTION  THEREFROM  AND
ACCOMPANIED,  IF REQUESTED BY INNOVO GROUP,  INC.,  WITH  AN
OPINION  OF  COUNSEL REASONABLY SATISFACTORY TO THE  COMPANY
THAT  SUCH  TRANSFER  IS  IN COMPLIANCE  WITH  AN  EXEMPTION
THEREFROM.

 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
         EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                TRANSFER SET FORTH IN ARTICLE II OF THIS
                           WARRANT

Warrant No. __                        Number of Shares:

Date of Issuance: June __, 2004

                     INNOVO GROUP, INC.

                Common Stock Purchase Warrant


      THIS IS TO CERTIFY THAT, for value received, effective
immediately  upon  June ___, 2004, ________(the  "Registered
Holder"), or his permitted assigns, is entitled to  purchase
from   INNOVO  GROUP  INC.,  a  Delaware  corporation   (the
"Company"), at the place where the Warrant Office designated
pursuant to Section 2.1 is located, at a purchase price  per
share of $_____ (as may be adjusted pursuant to the terms of
this  Warrant, the "Exercise Price"), __________  shares  of
duly   authorized,   validly   issued,   fully   paid    and
nonassessable  shares of Common Stock, $0.10 par  value  per
share, of the Company, and is entitled also to exercise  the
other  appurtenant rights, powers and privileges hereinafter
set  forth.   The  number  of shares  of  the  Common  Stock
purchasable hereunder and the Exercise Price are subject  to
adjustment  in  accordance with Article  III  hereof.   This
Warrant shall expire at 5:00 p.m., P.S.T., on June __, 2009.
For  the  purposes  of this Warrant, the Exercise  Price  is
equal to 110% of the average of the closing price of Company
Common  Stock  on the Nasdaq SmallCap Market  for  the  five
trading days immediately prior to the date of this Warrant.

      Certain  Terms  used in this Warrant  are  defined  in
Article IV.

                            <PAGE>

                          ARTICLE I

                     Exercise of Warrant

     1.1  Method of Exercise.  This Warrant may be exercised
by  the Registered Holder in whole or in part immediately at
any  time  on  or before June __, 2009, at which  time  this
Warrant  shall expire and be of no further force or  effect.
To exercise this Warrant, the Registered Holder or permitted
assignees  of  all  rights  of the Registered  Holder  shall
deliver to the Company, at the Warrant Office designated  in
Section  2.1,  a written notice in the form of the  Purchase
Form  attached  as  Exhibit A hereto,  stating  therein  the
election   of  the  Registered  Holder  or  such   permitted
assignees of the Registered Holder to exercise this  Warrant
in  the manner provided in the Purchase Form, (b) payment in
full  of the Exercise Price (in the manner described  below)
for  all  Warrant Shares purchased hereunder, and  (c)  this
Warrant.   Subject  to  compliance with Section  3.1(a)(vi),
this Warrant shall be deemed to be exercised on the date  of
receipt by the Company of the Purchase Form, accompanied  by
payment for the Warrant Shares to be purchased and surrender
of  this Warrant, as aforesaid, and such date is referred to
herein  as the "Exercise Date."  Upon such exercise (subject
as  aforesaid), the Company shall issue and deliver  to  the
Registered Holder a certificate for the full number  of  the
Warrant Shares purchased by the Registered Holder hereunder,
against  the  receipt by the Company of the  total  Exercise
Price payable hereunder for all such Warrant Shares, (a)  in
cash or by certified or cashier's check or (b) if the Common
Stock  is  registered under the Securities Exchange  Act  of
1934,  as  amended  (the  "Exchange Act"),  by  surrendering
Warrant  Shares having a Current Market Price equal  to  the
Exercise Price for all the Warrant Shares so purchased.  The
Person in whose name the certificate(s) for Common Stock  is
to  be  issued shall be deemed to have become  a  holder  of
record of such Common Stock on the Exercise Date.

     1.2  Fractional Shares.  No fractional shares of Common
Stock shall be issued upon exercise of this Warrant. Instead
of   any  fractional  shares  of  Common  Stock  that  would
otherwise  be  issuable upon exercise of this  Warrant,  the
Company  shall  round up, or down, such fractional  interest
and  shall issue the appropriate number of shares  based  on
such  calculation whereby a 5/10 or greater shall be rounded
up and any other fractional interest shall be rounded down.

     1.3  Termination. Notwithstanding  any  other provision
of this  Warrant, the  right to exercise this Warrant  shall
terminate  upon the first to occur of (a) at  the  close  of
business  on June ___, 2009 or (b) the closing  date  of  an
Asset Transfer or Acquisition.

     1.4  Convertible  Note.   This  Warrant  is  issued  in
connection with the execution by and between the Company and
the Registered Holder of that certain convertible promissory
note  (the  "Convertible  Note")  as  of  the  date  hereof.
Pursuant  to  the  terms   of   the  Convertible  Note,  the
Registered  Holder  has  loaned  the  Company  an  aggregate
principal  amount of  $__________,  convertible  into Common
Stock of  the  Company in accordance with  the  terms of the
Convertible  Note   as   additional  consideration  for  the
issuance of this Warrant.

                            <PAGE>

      1.5  Representations and Warranties of Company.
              (a)       Corporation 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 Warrant,
the  Convertible Note and the Registration Rights  Agreement
(collectively "Agreements") and to perform the provisions of
the   Agreements   and   to  consummate   the   transactions
contemplated by the Agreements.  The execution, delivery and
performance of the Agreements, and the consummation  of  the
transactions contemplated by the Agreements 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 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 the material fact
or  omits to statement a material fact necessary to make any
statements to Holder not misleading.

               (d)          Enforceability.   Each  of   the
Agreements  will be duly and validly executed and  delivered
by  the  Company  and  upon execution and  delivery  by  the
Company   will  constitute  a  legal,  valid   and   binding
obligation  of the Company, enforceable against the  Company
in  accordance with its terms, subject to the effect of  any
applicable   bankruptcy,  insolvency,   reorganization,   or
similar  laws  affecting creditor's  rights  generally.  The
Company's  Board  of  Directors has  approved  each  of  the
Agreements  and  the  transactions  contemplated  hereby  or
thereby, and no other corporate proceedings on the  part  of
the  Company  are necessary to authorize the  Agreements  or
consummate the transactions contemplated by the Agreements.

              (e)            No Conflict.  The execution and
delivery  of  the Agreements do not, and the performance  of
the  Agreements will not, (i) conflict with or  violate  the
certificate of incorporation or bylaws of the Company,  (ii)
conflict  with  or violate any United States  statute,  law,
ordinance,   regulation,   rule,  code,   executive   order,
injunction,  judgment, decree or other order, applicable  to
the  Company or any of its property or assets, (iii)  result
in  any breach of or constitute a default or an event  which
(with  notice  or  lapse  of time or  both,  will  become  a
default),   give   to  others  any  right  of   termination,
amendment,  acceleration, or cancellation of, or  result  in
the  creation of a lien or other encumbrance on any property
or  asset  of  the  Company  or (iv)  require  any  consent,
approval   authorization  or  permit  of,  filing   with   a
notification    to,   any   governmental,   regulatory    or
administrative   authority,   agency,   instrumentality   or
commission  or any court, tribunal or judicial  or  arbitral
body,  other than any filings necessary to comply  Company's
covenants under the Agreements.

               (f)             SEC Filings.  The Company has
filed  all forms, reports and documents required to be filed
with the SEC as of the effective date of this Agreement, and
since  the  date of the most recent filing, the Company  has
conducted  its  business only in the ordinary  course  in  a
manner consistent with past practices and there has not been

                            <PAGE>


any event, circumstance, change or effect that, individually
or  in  the  aggregate with all other events, circumstances,
changes  and  effects,  is  or is reasonably  likely  to  be
materially adverse to the business, condition (financial  or
otherwise), assets, liabilities, or results of operations of
the Company taken as a whole.

                         ARTICLE II


                  Warrant Office; Transfer

      2.1   Warrant Office.  The Company shall  maintain  an
office  for certain purposes specified herein (the  "Warrant
Office"),  which  office shall initially  be  the  Company's
office  at  5804  East  Slauson Ave.,  Commerce,  California
90040,  and  may subsequently be such other  office  of  the
Company or of any transfer agent of the Common Stock in  the
continental  United  States  of  which  written  notice  has
previously been given to the Registered Holder.  The Company
shall  maintain, at the Warrant Office, a register  for  the
Warrant  in  which  the Company shall record  the  name  and
address  of the Registered Holder, as well as the  name  and
address  of  each permitted assignee of the  rights  of  the
Registered Holder.

      2.2   Ownership of Warrant.  The Company may deem  and
treat  the Registered Holder as the holder and owner  hereof
(notwithstanding  any  notations  of  ownership  or  writing
hereon  made  by  anyone other than  the  Company)  for  all
purposes  and  shall not be affected by any  notice  to  the
contrary,   until   presentation   of   this   Warrant   for
registration of transfer as provided in this Article II.

      2.3   Transfer  of  Warrants.  The Company  agrees  to
maintain  at  the Warrant Office books for the  registration
and   transfer  of  this  Warrant.   This  Warrant  may   be
transferred in whole or in part only in compliance with  the
applicable  law.   The  Company, from time  to  time,  shall
register  the  transfer of this Warrant in such  books  upon
surrender  of  this Warrant at the Warrant Office,  properly
endorsed,  together  with  a  written  assignment  of   this
Warrant,   substantially  in  the  form  of  the  Assignment
attached as Exhibit B hereto. Upon any such transfer, a  new
Warrant  shall be issued to the transferee, and the  Company
shall cancel the surrendered Warrant.  The Registered Holder
shall  pay  all  taxes  and all other expenses  and  charges
payable in connection with the transfer of Warrants pursuant
to this Section 2.3.

      2.4  Registration Rights.  The Company agrees (a) that
the  Warrant Shares shall be "Registrable Securities"  under
the  Registration Rights Agreement (the "Registration Rights
Agreement")  between  the Company and Registered  Holder,  a
copy of which is attached hereto and incorporated herein  by
reference  as  Exhibit C and (b) that the Registered  Holder
shall  have the rights and obligations of a Holder set forth
on the Registration Rights Agreement.

                            <PAGE>


      2.5   No  Rights as Shareholder Until Exercise.   This
Warrant does not entitle the Registered Holder to any voting
rights or other rights as a shareholder of the Company prior
to  the exercise hereof.  Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant
Shares  so purchased shall be and be deemed to be issued  to
the Registered Holder as the record owner of such shares  as
of  the  close of business on the later of the date of  such
surrender or payment.

      2.6   Expenses  of  Delivery of Warrants.   Except  as
provided  in  Section 2.3 above, the Company shall  pay  all
reasonable  expenses, taxes (other than transfer taxes)  and
other  charges  payable in connection with the  preparation,
issuance and delivery of Warrants and related Warrant Shares
hereunder.

      2.7   Compliance with Securities Laws.  The Registered
Holder  (and its transferees and assigns), by acceptance  of
this  Warrant,  covenants and agrees  that  such  Registered
Holder is acquiring the Warrants evidenced hereby, and, upon
exercise hereof, the Warrant Shares, for its own account  as
an  investment and not with a view to distribution  thereof.
Neither   this  Warrant  nor  the  Warrant  Shares  issuable
hereunder have been registered under the Securities  Act  or
any state securities laws and no transfer of this Warrant or
any Warrant Shares shall be permitted unless the Company has
received  notice  of  such  transfer  in  the  form  of  the
assignment attached hereto as Exhibit B, accompanied  by  an
opinion  of  counsel reasonably satisfactory to the  Company
that  an  exemption  from registration of  such  Warrant  or
Warrant  Shares  under the Securities Act is  available  for
such transfer, except that no such opinion shall be required
after the registration for resale of the Warrant Shares  has
become  effective.  Upon any exercise of the Warrants  prior
to  effective  registration  for  resale  or  except  as  in
accordance   with   Rule  144  under  the  Securities   Act,
certificates  representing the Warrant Shares shall  bear  a
restrictive legend substantially identical to that set forth
as follows:

     "THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE  HAVE
     NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF  1933,
     AS  AMENDED, OR APPLICABLE STATE SECURITIES LAWS.   THE
     SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT  AND  MAY
     NOT  BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
     IN  THE  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
     FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED,  OR  APPLICABLE STATE SECURITIES LAWS,  OR  AN
     OPINION  OF  COUNSEL, IN A GENERALLY  ACCEPTABLE  FORM,
     THAT  REGISTRATION IS NOT REQUIRED UNDER  SAID  ACT  OR
     APPLICABLE   STATE  SECURITIES  LAWS  OR  UNLESS   SOLD
     PURSUANT TO RULE 144 UNDER SAID ACT."

     Any purported transfer of the Warrant or Warrant Shares
not  in compliance with the provisions of this section shall
be  null and void.  Stop transfer instructions have been  or
will be imposed with respect to the Warrant Shares so as  to
restrict resale or other transfer thereof, subject  to  this
Section 2.7.

                            <PAGE>


                         ARTICLE III

                   Adjustments to Warrant

     3.1  Adjustment of Exercise Price and Number of Warrant
Shares.   The Exercise Price shall be subject to  adjustment
from  time  to time as hereinafter provided in this  Article
III.   Upon  each adjustment of the Exercise  Price,  except
pursuant  to  Sections  3.1(a)(iii),  (iv),  and  (v),   the
Registered Holder shall thereafter be entitled to  purchase,
at  the  Exercise Price resulting from such adjustment,  the
number of shares of the Common Stock obtained by multiplying
the  Exercise  Price  in effect immediately  prior  to  such
adjustment  by  the  number of shares of  the  Common  Stock
purchasable  pursuant  hereto  immediately  prior  to   such
adjustment and dividing the product thereof by the  Exercise
Price resulting from such adjustment.

      (a)   Exercise Price Adjustments.  The Exercise  Price
shall be subject to adjustment from time to time as follows:

          (i)  Adjustment for Stock Splits and Combinations.
     If  the Company shall, at any time or from time to time
     after the date hereof (the "Original Issue Date") while
     this  Warrant remains outstanding, effect a subdivision
     of  the outstanding Common Stock, the Exercise Price in
     effect  immediately  before such subdivision  shall  be
     proportionately decreased.  Conversely, if the  Company
     shall  at  any  time  or from time to  time  after  the
     Original  Issue Date combine the outstanding shares  of
     Common  Stock  into  a smaller number  of  shares,  the
     Exercise  Price  in  effect  immediately  before   such
     combination  shall be proportionately  increased.   Any
     adjustment  under this Section 3.1(a)(i)  shall  become
     effective  at  the close of business on  the  date  the
     subdivision or combination becomes effective.

           (ii)  Adjustment for Common Stock  Dividends  and
     Distributions.   If the Company, at any  time  or  from
     time  to time after the Original Issue Date while  this
     Warrant  remains outstanding makes, or fixes  a  record
     date  for the determination of holders of Common  Stock
     entitled  to  receive, a dividend or other distribution
     payable  in additional shares of Common Stock, in  each
     such  event the Exercise Price that is then  in  effect
     shall be decreased as of the time of such issuance  or,
     in the event such record date is fixed, as of the close
     of  business  on  such record date, by multiplying  the
     Exercise  Price  then in effect by a fraction  (i)  the
     numerator  of  which is the total number of  shares  of
     Common  Stock issued and outstanding immediately  prior
     to  the  time of such issuance or the close of business
     on  such record date, and (ii) the denominator of which
     is  the  total number of shares of Common Stock  issued
     and  outstanding immediately prior to the time of  such
     issuance  or the close of business on such record  date
     plus  the number of shares of Common Stock issuable  in
     payment  of  such  dividend or distribution;  provided,
     however,  that  if such record date is fixed  and  such
     dividend  is not fully paid or if such distribution  is
     not fully made on the date fixed therefor, the Exercise
     Price  shall be recomputed accordingly as of the  close
     of  business  on  such record date, and thereafter  the
     Exercise  Price  shall  be adjusted  pursuant  to  this
     Section  3.1(a)(ii) to reflect the  actual  payment  of
     such dividend or distribution.

                            <PAGE>


            (iii)       Adjustment   for   Reclassification,
     Exchange and Substitution.  If at any time or from time
     to  time  after  the  Original Issue  Date  while  this
     Warrant  remains  outstanding,  the  Common  Stock   is
     changed  into the same or a different number of  shares
     of   any   class  or  classes  of  stock,  whether   by
     recapitalization, reclassification or otherwise  (other
     than  an  Acquisition, Asset Transfer,  subdivision  or
     combination  of shares, stock dividend, reorganization,
     merger,  consolidation, or sale of assets provided  for
     elsewhere  in this Section 3.1(a)), in any  such  event
     the  Registered Holder shall have the right  thereafter
     to convert such stock into the kind and amount of stock
     and  other securities and property receivable upon such
     recapitalization, reclassification or other  change  by
     holders of the maximum number of shares of Common Stock
     into  which such shares of Common Stock could have been
     converted  immediately prior to such  recapitalization,
     reclassification  or  change, all  subject  to  further
     adjustment as provided herein or with respect  to  such
     other securities or property by the terms thereof.

           (iv) Reorganizations, Mergers, Consolidations  or
     Sales  of Assets.  If at any time or from time to  time
     after  the  Original  Issue  Date  while  this  Warrant
     remains  outstanding, there is a capital reorganization
     of  the Common Stock (other than an Acquisition,  Asset
     Transfer,     recapitalization,     or     subdivision,
     combination,     reclassification,     exchange,     or
     substitution of shares provided for elsewhere  in  this
     Section   3.1(a)),   as   a  part   of   such   capital
     reorganization,  provision shall be made  so  that  the
     Registered  Holder  shall  thereafter  be  entitled  to
     receive  upon exercise hereof the number of  shares  of
     stock or other securities or property of the Company to
     which  a holder of the number of shares of Common Stock
     deliverable  upon exercise immediately  prior  to  such
     event  would  have been entitled as a  result  of  such
     capital   reorganization,  subject  to  adjustment   in
     respect  of  such  stock  or securities  by  the  terms
     thereof.   In  any  such  case, appropriate  adjustment
     shall  be made in the application of the provisions  of
     this  Section 3.1(a) with respect to the rights of  the
     Registered  Holder after the capital reorganization  to
     the  end  that  the provisions of this  Section  3.1(a)
     (including  adjustment of the Exercise  Price  then  in
     effect and the number of shares issuable upon exercise)
     shall  be applicable after that event and be as  nearly
     equivalent as practicable.

          (v)  Rounding of Calculations; Minimum Adjustment.
     All  calculations under this Section 3.1(a)  and  under
     Section 3.1(b) shall be made to the nearest cent.   Any
     provision   of   this  Section  3.1  to  the   contrary
     notwithstanding,  no adjustment in the  Exercise  Price
     shall be made if the amount of such adjustment would be
     less  than  one percent, but any such amount  shall  be
     carried  forward and an adjustment with respect thereto
     shall  be  made  at the time of and together  with  any
     subsequent adjustment which, together with such  amount
     and  any  other  amount or amounts so carried  forward,
     shall aggregate one percent or more.

                            <PAGE>


          (vi) Timing of Issuance of Additional Common Stock
     Upon  Certain  Adjustments.  In any case in  which  the
     provisions of this Section 3.1(a) shall require that an
     adjustment shall become effective immediately  after  a
     record  date for an event, the Company may defer  until
     the  occurrence of such event issuing to the Registered
     Holder after such record date and before the occurrence
     of  such event the additional shares of Common Stock or
     other property issuable or deliverable upon exercise by
     reason  of  the adjustment required by such event  over
     and  above the shares of Common Stock or other property
     issuable  or  deliverable  upon  such  exercise  before
     giving  effect  to such adjustment; provided,  however,
     that  the  Company upon request shall deliver  to  such
     Registered  Holder  a  due bill  or  other  appropriate
     instrument evidencing such Registered Holder's right to
     receive  such additional shares or other property,  and
     such  cash, upon the occurrence of the event  requiring
     such adjustment.

           (vii)      Voluntary Adjustment by  the  Company.
     The  Company  may at any time during the term  of  this
     Warrant, reduce the then current Exercise Price to  any
     amount and for any period of time deemed appropriate by
     the  Board of Directors, in its sole discretion, of the
     Company.

      (b)  Current Market Price.  The "Current Market Price"
shall  mean,  as of any date, 5% of the sum of the  average,
for  each  of  the  20 consecutive Trading Days  immediately
prior  to  such date, of either: (i) the high and low  sales
prices  of the Common Stock on such Trading Day as  reported
on  the composite tape for the principal national securities
exchange  on which the Common Stock may then be  listed,  or
(ii)  if the Common Stock shall not be so listed on any such
Trading  Day, the high and low sales prices of Common  Stock
in  the  over-the-counter market as reported by  the  Nasdaq
Stock Market for National Market Securities, or (iii) if the
Common  Shares  shall not be included in  the  Nasdaq  Stock
Market  as  a  National Market Security on any such  Trading
Day,  the representative bid and asked prices at the end  of
such  Trading Day in such market as reported by  the  Nasdaq
Stock  Market  or  (iv) if there be no  such  representative
prices  reported by the Nasdaq Stock Market, the lowest  bid
and  highest asked prices at the end of such Trading Day  in
the   over-the-counter  market  as  reported  by   the   OTC
Electronic  Bulletin  Board  or National  Quotation  Bureau,
Inc.,  or  any  successor  organization.   For  purposes  of
determining  Current Market Price, the  term  "Trading  Day"
shall mean a day on which an amount greater than zero can be
calculated with respect to the Common Stock under any one or
more  of the foregoing categories (i), (ii), (iii) and (iv),
and  the "end" thereof, for the purposes of categories (iii)
and  (iv), shall mean the exact time at which trading  shall
end  on  the Nasdaq SmallCap Market.  If the Current  Market
Price  cannot  be  determined under  any  of  the  foregoing
methods, Current Market Price shall mean the fair value  per
share  of  Common  Stock on such date as determined  by  the
Board  of  Directors  in  good faith,  irrespective  of  any
accounting treatment.

      (c)   Statement Regarding Adjustments.   Whenever  the
Exercise  Price  shall be adjusted as  provided  in  Section
3.1(a), and upon each change in the number of shares of  the
Common  Stock  issuable upon exercise of this  Warrant,  the
Company  shall forthwith file, at the office of any transfer
agent  for this Warrant and at the principal office  of  the
Company,  a statement showing in detail the facts  requiring
such  adjustment and the Exercise Price and  new  number  of

                            <PAGE>


shares   issuable  that  shall  be  in  effect  after   such
adjustment, and the Company shall also cause a copy of  such
statement  to be given to the Registered Holder.  Each  such
statement  shall be signed by the Company's chief  financial
or  accounting officer.  Where appropriate, such copy may be
given  in  advance and may be included as part of  a  notice
required  to  be  mailed  under the  provisions  of  Section
3.1(d).

     (d)  Notice to Holders.  In the event the Company shall
propose  to take any action of the type described in  clause
(iii)  or  (iv)  of Section 3.1(a), the Company  shall  give
notice to the Registered Holder, in the manner set forth  in
Section 6.6, which notice shall specify the record date,  if
any,  with  respect to any such action and  the  approximate
date  on  which such action is to take place.   Such  notice
shall  also  set  forth such facts with respect  thereto  as
shall be reasonably necessary to indicate the effect of such
action  (to the extent such effect may be known at the  date
of  such notice) on the Exercise Price and the number,  kind
or  class  of  shares or other securities or property  which
shall be deliverable upon exercise of this Warrant.  In  the
case  of  any  action which would require the  fixing  of  a
record  date,  such notice shall be given at least  20  days
prior to the date so fixed, and in case of all other action,
such  notice  shall be given at least 25 days prior  to  the
taking  of  such  proposed action.   Failure  to  give  such
notice, or any defect therein, shall not affect the legality
or validity of any such action.

      (e)  Treasury Stock.  For the purposes of this Section
3.1,  the  sale or other disposition of any Common Stock  of
the Company theretofore held in its treasury shall be deemed
to be an issuance thereof.

      3.2   Costs.   The  Registered Holder  shall  pay  all
documentary,  stamp,  transfer or other transactional  taxes
attributable  to  the issuance or delivery  of  the  Warrant
Shares  upon  exercise of this Warrant.   Additionally,  the
Company shall not be required to pay any taxes which may  be
payable  in respect of any transfer involved in the issuance
or delivery of any certificate for such Warrant Shares.  The
Registered Holder shall reimburse the Company for  any  such
taxes assessed against the Company.

     3.3  Reservations of Shares.  The Company shall reserve
at  all  times  so long as this Warrant remains outstanding,
free  from  preemptive rights, out of  its  treasury  Common
Stock or its authorized but unissued shares of Common Stock,
or both, solely for the purpose of effecting the exercise of
this  Warrant, sufficient shares of Common Stock to  provide
for the exercise hereof.

      3.4  Valid Issuance.  All shares of Common Stock which
may  be  issued  upon  exercise of this  Warrant  will  upon
issuance  by  the Company be duly and validly issued,  fully
paid  and  nonassessable and free from all taxes, liens  and
charges with respect to the issuance thereof attributable to
any  act  or omission by the Company, and the Company  shall
take no action which will cause a contrary result (including
without  limitation,  any  action  which  would  cause   the
Exercise Price to be less than the par value, if any, of the
Common Stock).

                            <PAGE>


                         ARTICLE IV

                        Terms Defined

      As  used in this Warrant, unless the context otherwise
requires,  the following terms have the respective  meanings
set forth below or in the Section indicated:

      Acquisition means (a) any consolidation or  merger  of
the  Company  with  or into any other corporation  or  other
entity or Person, or any other corporate reorganization,  in
which  the  individuals  and entities  who  were  beneficial
owners  of  the  Common  Stock  immediately  prior  to  such
transaction  beneficially own, directly or indirectly,  less
than  50%  of  the outstanding securities entitled  to  vote
generally  in  the election of directors of  the  resulting,
surviving,  or acquiring corporation in such transaction  or
(b)  any  transaction or series of related  transactions  to
which  the Company is a party in which in excess of  50%  of
the outstanding securities entitled to vote generally in the
election   of  director  of  the  Company  are  transferred,
excluding  any consolidation or merger effected  exclusively
to change the domicile of the Company.

       Asset   Transfer  means  a  sale,  lease,  or   other
disposition of all or substantially all of the assets of the
Company to another Person.

      Board of Directors means the Board of Directors of the
Company.

      Common  Stock  means the Company's  authorized  Common
Stock, $0.10 par value per share.

       Company   means   Innovo  Group  Inc.,   a   Delaware
corporation, and any other corporation assuming or  required
to assume the obligations undertaken in connection with this
Warrant.

     Current Market Price is defined in Section 3.1(b).

     Exchange Act is defined in Section 1.1.

     Exercise Date is defined in Section 1.1.

     Exercise Price is defined in the Preamble.

     Original Issue Date is defined in Section 3.1(a)(i).

      Outstanding means when used with reference  to  Common
Stock  at  any  date,  all  issued shares  of  Common  Stock
(including,  but without duplication, shares  deemed  issued
pursuant  to  Article III) at such date, except shares  then
held in the treasury of the Company.

      Person means any individual, corporation, partnership,
trust, organization, association or other entity.

                            <PAGE>


     Registered Holder is defined in the Preamble.

     Securities Act means the Securities Act of 1933 and the
rules  and  regulations promulgated thereunder, all  as  the
same shall be in effect at the time.

     Trading Day is defined in Section 3.1(b).

      Warrant  means  this  Warrant  and  any  successor  or
replacement Warrant delivered in accordance with Section 2.3
or 6.8.

      Warrant Office is defined in Section 2.1.

      Warrant  Shares  means  the  shares  of  Common  Stock
purchased  or purchasable by the Registered Holder,  or  the
permitted assignees of such Registered Holder, upon exercise
of this Warrant pursuant to Article I hereof.

                          ARTICLE V

                   Covenant of the Company

      The  Company  covenants and agrees that  this  Warrant
shall  be  binding  upon any corporation succeeding  to  the
Company by merger, consolidation, or acquisition of  all  or
substantially all of the Company's assets.


                         ARTICLE VI

                        Miscellaneous

      6.1   Entire Agreement.  This Warrant, the Convertible
Note  and  the  Registration Rights  Agreement  contain  the
entire  agreement  between  the Registered  Holder  and  the
Company  with  respect to the Warrant  Shares  that  it  can
purchase  upon exercise hereof and the related  transactions
and  supersedes all prior arrangements or understanding with
respect thereto.

      6.2  Governing Law.  This Warrant shall be governed by
and  construed in accordance with the internal laws  of  the
State  of Tennessee, without regard to its conflict  of  law
provisions.

      6.3   Waiver and Amendment.  Any term or provision  of
this Warrant may be waived at any time by the party which is
entitled  to the benefits thereof, and any term or provision
of  this Warrant may be amended or supplemented at any  time
by  the written consent of the parties (it being agreed that
an  amendment  to or waiver under any of the  provisions  of
Article  III  of  this Warrant shall not  be  considered  an
amendment  of  the number of Warrant Shares or the  Exercise
Price).    No   waiver  by  any  party   of   any   default,
misrepresentation,  or  breach  of  warranty   or   covenant

                            <PAGE>

hereunder,  whether intentional or not, shall be  deemed  to
extend    to    any    prior    or    subsequent    default,
misrepresentation,  or  breach  of  warranty   or   covenant
hereunder or affect in any way any rights arising because of
any prior or subsequent such occurrence.

      6.4  Illegality.  In the event that any one or more of
the provisions contained in this Warrant shall be determined
to  be invalid, illegal or unenforceable in any respect  for
any reason, the validity, legality and enforceability of any
such  provision  in  any  other respect  and  the  remaining
provisions of this Warrant shall not, at the election of the
party  for whom the benefit of the provision exists,  be  in
any way impaired.

      6.5  Copy of Warrant.  A copy of this Warrant shall be
filed among the records of the Company.

      6.6  Notice.  Any notice or other document required or
permitted to be given or delivered to the Registered  Holder
shall  be  delivered at, or sent by certified or  registered
mail to such Registered Holder at, the last address shown on
the  books  of the Company maintained at the Warrant  Office
for  the registration of this Warrant or at any more  recent
address  of which the Registered Holder shall have  notified
the  Company  in  writing.   Any notice  or  other  document
required  or  permitted  to be given  or  delivered  to  the
Company, other than such notice or documents required to  be
delivered to the Warrant Office, shall be delivered  at,  or
sent  by certified or registered mail to, the office of  the
Company  at  5804  East  Slauson Ave., Commerce,  California
90040  or  any  other address within the continental  United
States  of America as shall have been designated in  writing
by the Company delivered to the Registered Holder.

       6.7    Limitation  of  Liability;  Not  Stockholders.
Subject to the provisions of Article III, until the exercise
of  this  Warrant, the Registered Holder shall not  have  or
exercise any rights by virtue hereof as a stockholder of the
Company,  including, without limitation, the right to  vote,
to  receive dividends and other distributions, or to receive
notice  of, or attend meetings of stockholders or any  other
proceedings  of  the Company.  Until the  exercise  of  this
Warrant, no provision hereof, and no mere enumeration herein
of  the rights or privileges of the Registered Holder, shall
give rise to any liability of such Registered Holder for the
purchase  price  of  any shares of  Common  Stock  or  as  a
stockholder  of  the  Company,  whether  such  liability  is
asserted by the Company or by creditors of the Company.

      6.8   Exchange,  Loss, Destruction, etc.  of  Warrant.
Upon  receipt  of evidence satisfactory to the  Company  (an
affidavit  of  the Registered Holder shall  be  satisfactory
evidence)  of the loss, theft, mutilation or destruction  of
this  Warrant, and, in the case of any such loss,  theft  or
destruction,  upon delivery of a bond of indemnity  in  such
form  and amount as shall be reasonably satisfactory to  the
Company,  or, in the event of such mutilation upon surrender

                            <PAGE>

and  cancellation of this Warrant, the Company will make and
deliver  a new Warrant of like tenor, in lieu of such  lost,
stolen,  destroyed or mutilated Warrant; provided,  however,
that  the  original Registered Holder of this Warrant  shall
not  be  required to provide any such bond of indemnity  and
may in lieu thereof provide his agreement of indemnity.  Any
Warrant issued under the provisions of this Section  6.8  in
lieu of any Warrant alleged to be lost, destroyed or stolen,
or  in  lieu  of any mutilated Warrant, shall constitute  an
original  contractual obligation on the part of the Company.
This  Warrant shall be promptly canceled by the Company upon
the  surrender  hereof in connection with  any  exchange  or
replacement.   The Registered Holder of this  Warrant  shall
pay  all taxes (including securities transfer taxes) and all
other  expenses and charges payable in connection  with  the
preparation,   execution   and   delivery   of   replacement
Warrant(s) pursuant to this Section 6.8.

      6.9   Headings.   The Article and  Section  and  other
headings herein are for convenience only and are not a  part
of  this  Warrant  and shall not affect  the  interpretation
thereof.

      6.10  Successors and Assigns.  Subject  to  applicable
securities laws, this Warrant and the rights and obligations
evidenced  hereby  shall inure to  the  benefit  of  and  be
binding   upon  the  successors  of  the  Company  and   the
successors and permitted assigns of Registered Holder.   The
provisions  of  this  Warrant are intended  to  be  for  the
benefit of all Registered Holders from time to time of  this
Warrant  and  shall  be enforceable by any  such  Registered
Holder or holder of Warrant Shares.

     IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed in its name.

     Dated: June __, 2004

                                INNOVO GROUP INC.



                                By: _______________________

                                Name: Samuel J. Furrow, Jr.

                                Title: Chief Executive
                                          Officer

                            <PAGE>

                          Exhibit A

                        PURCHASE FORM




To:  Innovo Group, Inc.                           Dated:


     The  undersigned, pursuant to the provisions set  forth
in  the  attached  Warrant  (No. ____),  hereby  irrevocably
elects  to  purchase  ________ shares of  the  Common  Stock
covered by such Warrant.
     The  undersigned  herewith makes payment  of  the  full
exercise  price  for  such shares at  the  price  per  share
provided  for in such Warrant, which is $_____ per share  in
lawful money of the United States.

                              ___________________________



                              ___________________________


                              Name: ____________________

                              Title: ___________________

                            <PAGE>


                          Exhibit B

                         ASSIGNMENT

       For  value  received,  _____________________________,
hereby     sells,     assigns     and     transfers     unto
_______________________________ the within Warrant, together
with  all right, title and interest therein and does  hereby
irrevocably          constitute         and          appoint
attorney,  to  transfer said Warrant on  the  books  of  the
Company, with full power of substitution.



                                        ____________________

Dated: ___________________, 200_

                            <PAGE>


                          EXHIBIT C

                REGISTRATION RIGHTS AGREEMENT

</END>