Exhibit 4.1

           STOCK PURCHASE AND SUBSCRIPTION AGREEMENT


     THIS   STOCK   PURCHASE  AND  SUBSCRIPTION  AGREEMENT   (the
"Agreement")  is made and entered into as of the date  set  forth
below  by  and between Innovo Group Inc., a Delaware  corporation
with  its  headquarters located at 5900 S. Eastern Avenue,  Suite
124,  Commerce,  CA 90040 (the "Company"), and (see  Exhibit  A),
whose  principal  address  is  (intentionally  left  blank)  (the
"Subscriber").

                            WHEREAS:

     A.   The Company is offering for sale (see Exhibit A) shares
of  the  common stock, par value $.10 per share, of  the  Company
(the  "Common  Stock"), at a price of $2.65  per  share,  for  an
aggregate purchase price of $2.65 (the "Purchase Price").

     B.    The  Subscriber agrees to purchase of  the  shares  of
Common Stock (the "Shares").

     NOW  THEREFORE, the Company and the Subscriber hereby  agree
as follows:

     1.   PURCHASE AND SALE OF SHARES.

          1.1. Purchase of Shares.  Subject to the receipt of
payment therefor, the Company agrees to issue and sell to
Subscriber and Subscriber agrees to purchase from the Company at
closing  (the "Closing") the Shares at a purchase price of $ (see
attachment) per Share for an aggregate price of $ (see
attachment) .  The aggregate purchase price for the Shares is
referred to herein as the "Purchase Price."

           1.2.  Closing  Date.   The date of  the  Closing  (the
"Closing  Date") shall be within five (5) business days following
the  date hereof or such later date as is mutually agreed  to  by
the  Company  and  Subscriber.  The Closing shall  occur  on  the
Closing  Date  at  the offices of the Company  or  at  any  other
mutually agreeable location.

          1.3   Form  of  Payment.   On  the  Closing  Date,  the
Subscriber  shall pay the Purchase Price to the Company  for  the
Shares  by check backed by good, available funds payable  to  the
Company  or  by wire transfer of immediately available  funds  in
accordance with the Company's written wire instructions.   Within
14  days  after  the Closing Date, the Company shall  deliver  to
Subscriber certificates representing the Shares, duly executed on
behalf  of  the Company and registered in the name of  Subscriber
(the "Certificates").

     2.   RESTRICTED SECURITIES; SUBSEQUENT REGISTRATION.

          2.1   Restrictions on Transfer.  The Shares  are  being
issued  in  a transaction that is exempt from registration  under
Section  4(2) of the 1933 Act and Regulation D promulgated  under
the   1933   Act.   As  a  result,  the  Shares  will  constitute
"restricted  securities" as that term is defined under  the  1933
Act.  From and after their respective dates of issuance, none  of
the  Shares  shall  be  transferable except upon  the  conditions
specified  in  this  Section  2  which  are  intended  to  ensure
compliance with the provisions of the 1933 Act in connection with
the   transfer   of   any   Shares  or  any   interest   therein.
Notwithstanding  the above restriction, the Company  consents  to
(i)  the  pledge or hypothecation of the Shares by the Subscriber
to secure a loan or loans, (ii) the acquisition of such Shares by
the  lender  at foreclosure sale, and (iii) the exercise  by  the
lender,   after   acquiring  ownership  of  the  Shares   through
foreclosure sale, of any of the rights granted the Subscriber  in
Sections  2.5 and 2.6; provided, however, any sale of the  Shares
by  the  lender to a third party, whether by foreclosure sale  or
otherwise,  shall  be subject to the restrictions  set  forth  in
Sections  2.1,  2.2 and 2.3 and any exercise  by  the  lender  of
Subscriber's rights under Sections 2.5 and 2.6 shall  be  subject
to all of the terms and conditions of Sections 2.5, 2.6 and 2.7.

           2.2  Restrictive Legends.  Subscriber understands that
the certificates representing the Shares shall bear a restrictive
legend  in substantially the following form (and a stop  transfer
order may be placed against transfer of such stock certificates):

        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.

      The legend set forth above shall be removed and the Company
shall  issue a certificate without such legend to the  holder  of
the Shares upon which it is stamped if, unless otherwise required
by  state  securities  laws,  (i)  the  sale  of  the  Shares  is
registered  under the 1933 Act, (ii) in connection  with  a  sale
transaction, such holder provides the Company with an opinion  of
counsel,  in  a generally acceptable form, to the effect  that  a
public  sale, assignment or transfer of the Shares  may  be  made
without  registration under the 1933 Act, or  (iii)  such  holder
provides  the Company with reasonable assurances that the  Shares
may  be sold pursuant to Rule 144 without any restriction  as  to
the  number of securities acquired as of a particular  date  that
can then be immediately sold.

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

          2.4   Piggy-Back Registration Rights.  If at  any  time
prior   to   the  expiration  of  the  Registration  Period   (as
hereinafter defined) the Company proposes to file with the SEC  a
registration  statement  relating to  an  offering  for  its  own
account or the account of others under any of the Securities Acts
of  any of its securities (other than on Form S-4 or Form S-8  or
their then equivalents relating to securities to be issued solely
in  connection with any acquisition of an entity or  business  or
equity securities issuable as compensation or in connection  with
a stock option or other Employee Benefit Plan), the Company shall
promptly  send to the Subscriber written notice of the  Company's
intention   to  file  a  registration  statement   and   of   the
Subscriber's  rights under this Section 2.4.  If within  20  days
after receipt of such notice, the Subscriber shall so request  in
writing,  the Company shall include in the registration statement
all  or  any  part of the Shares the Subscriber  requests  to  be
registered,  subject to the priorities set forth in this  Section
2.4.

          2.5   Demand Registration Rights.  Upon demand  by  the
Subscriber  made no sooner than 30 days after the  Closing  Date,
the  Company  will  use its best efforts to file  a  registration
statement  or  to include Subscriber in an existing  registration
statement  for the offer and sale of the Shares by the Subscriber
under  the  1933 Act.  The registration statement will be  filed,
amended  or  supplemented  as  soon as  is  reasonably  practical
following  such demand, but in no event later than 45 days  after
such demand, unless delayed by the Subscriber.  The Company shall
seek to have such registration statement declared effective or to
be effective as regards Subscriber's resales as soon after filing
as  is  reasonably practicable.  In the event  that  all  of  the
Shares  are  not  registered  or  sold  under  such  registration
statement,  the  Subscriber will be entitled to demand  that  the
Company  use  its  best  efforts to file  a  second  registration
statement for the offer and sale of such remaining Shares by  the
Subscriber  under  the  1933 Act.  The  second  demand  shall  be
subject to the same timetable as the initial demand.

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

               (a)    Unless  the  offering  is  an  underwritten
offering,  the Company will use its best efforts to maintain  the
effectiveness  of such registration statement for at  least  nine
months  following the effective date thereof, and  from  time  to
time  will amend or supplement such registration statement during
such nine month period to the extent necessary to comply with the
1933 Act.

               (b)   As and when the Company files a registration
statement  with respect to any of the Shares, the Subscriber  and
the  Company  will  execute an agreement to  cross-indemnify  one
another,  and  will agree to contribute to the aggregate  losses,
claims, damages and liabilities to which they may become subject,
on  terms  and conditions standard in the industry and negotiated
by  them  in good faith, including, without limitation,  standard
limitations on the indemnification of selling stockholders  in  a
secondary offering.

               (c)  Whenever the Company is registering the offer
and  sale of any of the Shares, the Subscriber agrees to  provide
to  the  Company  or its attorneys, promptly upon  request,  such
information  and materials regarding the Subscriber as  shall  be
reasonably requested in order to effect the registration  of  the
offer and sale of the Shares.

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

               (e)   If the offering in connection with which the
Subscriber   demands  piggy-back   registration  rights   is   an
underwritten   offering,  then  the  Subscriber   shall,   unless
otherwise agreed by the Company, offer and sell such Shares in an
underwritten  offering using the same underwriter or underwriters
and,  subject to the provisions of this Agreement,  on  the  same
terms and conditions as other shares of common stock included  in
the  underwritten  offering.  If the registration  is  to  be  an
underwritten public offering for the account of the  Company  and
the  managing underwriter(s) advise the Company in writing,  that
in  their  reasonable  good  faith opinion,  marketing  or  other
factors  dictate  that a limitation on the number  of  shares  of
common  stock which may be included in the registration statement
is  necessary to facilitate and not adversely affect the proposed
offering,  then  the Company shall include in such  registration,
pro   rata,  up  to  the  limitation  imposed  by  the   managing
underwriter(s):  (i) first, up to the full amount  of  securities
the Company proposes to sell for its own account, (ii) second, up
to  the  full amount of securities proposed to be registered  for
the account of the holders of securities entitled to inclusion of
their  securities in the registration statement by reason of  the
exercise  of  demand registration rights, and  (iii)  third,  the
securities  requested  to  be  registered  by  other  holders  of
securities  (including securities requested to be  registered  by
the  Subscriber  under this Section 2.5) pursuant  to  piggy-back
registration  rights, pro rata based on the number of  securities
requested to be included in the registration.

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






     3.   REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER.

          The Subscriber represents as follows:

          3.1   Authority.  The Subscriber has the full power and
authority  to enter into this Agreement and has taken all  action
or  will  use its best efforts to take all action, corporate  and
otherwise,  necessary  to authorize the execution,  delivery  and
performance  of this Agreement, the completion of the transaction
contemplated hereby and the execution and delivery by it  of  any
and  all  instruments  necessary  or  appropriate  in  order   to
effectuate fully the terms and conditions of this Agreement.

          3.2   Consents.  No consent or approval of  any  court,
governmental  agency or other public authority, or of  any  other
person, corporation or entity with any actual or alleged interest
is  required as a condition to (i) the validity or enforceability
of  this Agreement or any other instruments to be executed by the
Subscriber  to effectuate this Agreement, or (ii) the  completion
or  validity  of  any  of the transactions contemplated  by  this
Agreement  except  as  provided  in  section  2.1  above..   This
Agreement  has  been  properly  executed  and  delivered  by  the
Subscriber and constitutes a valid and legally binding  agreement
which is enforceable against it in accordance with its terms.

          3.3   Commissions.  No fees or commissions are  payable
by  the  Subscriber  by  virtue of  or  in  connection  with  the
transaction contemplated by this Agreement.

          3.4   Investment Intent.  The Subscriber is  purchasing
the  Shares  for its own account, with the intention  of  holding
such  Shares  for  investment  and  not  with  the  intention  of
immediately participating, directly or indirectly, in any  resale
or distribution of the Shares.

          3.5   Company  Materials.  Subscriber has received  and
carefully reviewed the Company's Annual Report on Form  10-K  for
the year ended December 1, 2001, its Quarterly Reports on Form 10-
Q  for  the periods ended March 2, 2002, June 1, 2002, and August
31, 2002, its current Report on Form 8-K dated July 26, 2002, its
proxy  statement as filed September 11, 2002, its  Post-effective
Amendment Number 1 to Form S-1 on Form S-3 Registration Statement
and a statement of "Risk Factors" attached hereto as Schedule 3.5
(collectively,  the  "Company  Materials").   The   Company   has
provided  Subscriber and Subscriber's advisors with all materials
relating to the business, finances and operations of the  Company
and  materials relating to the offer and sale of the  Shares  and
other  ongoing capital raising activities as have been  requested
by  Subscriber  or  Subscriber's  advisors,  and  Subscriber  and
Subscriber's  advisors have had a reasonable opportunity  to  ask
questions of and receive answers from the Company concerning  the
Company and the Shares, and all such questions, if any, have been
answered  to  the  satisfaction of  Subscriber  and  Subscriber's
advisors    (such    additional   information   and    responses,
collectively, the "Additional Information").  Except as set forth
in  the  Disclosure  Materials, no additional representations  or
warranties  have been made to Subscriber by the  Company  or  any
agent,  employee or affiliate of the Company, and  Subscriber  is
relying  only  on  the Disclosure Materials  and  the  Additional
Information  in  deciding  to acquire the  Shares.  None  of  the
Additional  Information contradicts the Disclosure  Materials  in
any  material  respect.  Except  as  set  forth  in  the  Company
Materials  and the representations and warranties  set  forth  in
this  Agreement, no representations or warranties have been  made
to  the  Subscriber  by  the Company or any  agent,  employee  or
affiliate of the Company, and the Subscriber has relied  only  on
the Company Materials and the results of its own investigation in
deciding  to acquire the Shares and no information acquired  from
the   Subscriber's  own  investigation  contradicts  the  Company
Materials  in  any material respect.  The Subscriber  understands
that  its  investment  in the Shares is a speculative  investment
which  involves  a  high  degree of  risk  and  that  the  entire
investment  in  the  Shares could be lost.  In  addition  to  its
review  of the Company Materials, the Subscriber has sought  such
accounting,  legal and tax advice as it has considered  necessary
to  make  an  informed investment decision with  respect  to  the
acquisition of the Shares.

          3.6    Sophistication;  Accredited   Investor   Status.
Subscriber   personally,  or  together  with  Subscriber's   duly
appointed  and  qualified  Subscriber  Representative,  has  such
knowledge and experience in financial and business matters as  to
be capable of evaluating the merits and risks of an investment in
the  Shares  and to protect Subscriber's interests in  connection
with  investment  in the Shares.  In addition, Subscriber  is  an
"accredited investor" as that term is defined in Rule  501(a)  of
Regulation  D  ("Regulation D") as promulgated by the  Securities
and   Exchange  Commission  (the  "SEC")  because  the  indicated
alternative below applies (please initial as appropriate):

                               Subscriber  is  an individual  who
               has  a  net  worth, including assets held  jointly
               with  Subscriber's spouse, if appropriate, of  not
               less than $1,000,000.

                               Subscriber  is  an individual  who
               had  individual  income in excess of  $200,000  in
               each  of the two most recent years or joint income
               with  that  person's spouse in excess of  $300,000
               in  each  of  those  years and  has  a  reasonable
               expectation of reaching the same income  level  in
               the current year.

                               Subscriber is a bank as defined in
               Section 3(a)(2) of the Securities Act of 1933.

                               Subscriber is a savings  and  loan
               association  as defined in Section  3(a)(5)(A)  of
               the Securities Act of 1933.

                               Subscriber is an insurance company
               as  defined in Section 2(13) of the Securities Act
               of 1933.

                                Subscriber   is   an   investment
               company  registered  under the Investment  Company
               Act of 1940.

                                 Subscriber   is    a    business
               development   company  as   defined   in   Section
               2(a)(48) of the Investment Company Act of 1940.

                               Subscriber  is  a  Small  Business
               Investment  Company licensed  by  the  U.S.  Small
               Business  Administration under Section  301(c)  or
               (d) of the Small Business Investment Act of 1958.

                               Subscriber is an employee  benefit
               plan  within  the  meaning  of  Title  I  of   the
               Employee  Retirement Income Security Act of  1974,
               and  one  of  the following applies  [check  one]:
               (a)          the investment decision is being made
               by  a  plan fiduciary, as defined in Section 3(21)
               of  such  Act,  which is either a bank,  insurance
               company or registered investment advisor,  or  (b)
               Subscriber   has  total  assets   in   excess   of
               $5,000,000,   or  (c)         if  a  self-directed
               plan,  Subscriber's investment decisions are  made
               solely by accredited investors.

                               Subscriber  is a private  business
               development   company  as   defined   in   Section
               202(a)(22)  of  the  Investment  Advisers  Act  of
               1940.

                               Subscriber(a) has total assets  in
               excess  of $5,000,000, and (b) was not formed  for
               the  specific purpose of acquiring the Shares, and
               (c)   is   one   of   [check   one]:            an
               organization  described in  Section  501(c)(3)  of
               the    Internal   Revenue   Code    (tax    exempt
               organization),   or          a   corporation,   or
               a  Massachusetts  or  similar business  trust,  or
               a partnership or limited liability company.

                                Subscriber(a)  is  a  trust  with
               total assets in excess of $5,000,000, and (b)  was
               not  formed for the specific purpose of  acquiring
               the  Shares,  and (c) Subscriber's  purchases  are
               directed  by  a person who has such knowledge  and
               experience in financial and business matters  that
               he  is  capable of evaluating the merits and risks
               of investment in the Company and the Shares.

         If  Subscriber  must  rely exclusively  on  the
         following  alternative, each  equity  owner  of
         Subscriber    must    complete    a    separate
         Supplemental  Questionnaire  provided  by   the
         Company.

                    If  Subscriber  is an  entity,  each
         owner     of    an    equity    interest     in
         Subscriber is an accredited entity under one of
         the alternatives         listed above.

          3.7   Reliance.   The  Subscriber understand  that  the
Shares  are being issued to it in reliance on specific exemptions
from   the   registration  requirements  of  federal  and   state
securities  laws and that the Company is relying upon  the  truth
and  accuracy  of  the  representations, warranties,  agreements,
acknowledgments  and understandings of the Subscriber  set  forth
herein in order to determine the applicability of such exemptions
and the suitability of the Subscriber to acquire the Shares.  The
Subscriber  further understands that the issuance of  the  Shares
will  not have been the subject of a registration statement filed
under  the  1933  Act,  and  as  a  result  will  be  "restricted
securities"  as  that  term  is  defined  under  the  1933   Act.
Accordingly, the Shares may not be resold, in whole or  in  part,
unless  they are the subject of registration under the  1933  Act
and  any  applicable state securities laws, or there is available
an  exemption from such registration.  A legend, as set forth  in
Section  2.2 of this Agreement, will be placed on any certificate
or certificates representing the Shares.

          3.8     Reporting    Requirements.    The    Subscriber
understands   that  it  may  become  subject  to  the   reporting
requirements under Section 13 of the Securities Exchange  Act  of
1934  ("the  1934  Act")  and  of  Regulation  13(d)  promulgated
thereunder  if  its  "beneficial ownership"  exceeds  5%  of  the
outstanding  shares of common stock.  The Subscriber  understands
that it is responsible for determining what reports, if any, must
be  filed by it under Section 13 of the 1934 Act, including,  but
not  limited to, Schedule 13D, and to obtain such legal or  other
professional advice, at its cost and expense, as it may desire or
require, and to prepare or have prepared for it, at its cost  and
expense,  such report or reports as may be required of  it  under
Section  13.  The Subscriber understands that the Company assumes
no  responsibility  for  the reporting by  the  Subscriber  under
Section  13;  provided, however, that merely as an accommodation,
and  without assuming any responsibility for Section 13 reporting
by  the  Subscriber, the Company will, with respect to any report
which   must  be  filed  through  the  Securities  and   Exchange
Commission  Electronic  Data Gathering  and  Retrieval  ("EDGAR")
system,  upon  the  receipt from the Subscriber  of  such  report
prepared  in  WordPerfect  6.1  or  a  computer  word  processing
language  convertible  into WordPerfect 6.1  together  with  such
identifying  codes or passwords as may be required,  convert  any
such  report  to the language required for reports filed  through
the EDGAR system and transmit such report to the EDGAR system.

          3.9     No   Governmental   Review.    The   Subscriber
understands  that  no  federal  or  state  agency  or  any  other
government  or governmental authority has reviewed,  approved  or
made  any  recommendation or endorsement of  the  Shares  or  the
fairness or suitability of the investment in the Shares, nor  has
any  such  authority passed upon or endorsed the  merits  of  the
offering of the Shares.

           3.10  Own Funds.  The Subscriber represents  that  the
funds  paid  for  its  investment  in  the  Shares  will  be  the
Subscriber's  own funds and the Shares are being acquired  solely
for the Subscriber's own account.

          3.11 No General Solicitation.  The Subscriber has at no
time  been solicited with respect to investment in the Shares  by
any public promotional meeting, or newspaper, magazine, radio, or
television   advertisement,  or  any  other   form   of   general
solicitation or general advertising.

     4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents as follows:

          4.1    Compliance  with  Reporting  Requirements.   The
Company  is a reporting company under the 1934 Act.  The  Company
is  in  full  compliance,  to  the extent  applicable,  with  all
reporting obligations under either Section 13(a) or 15(d) of  the
1934 Act.  Common Stock of the Company is registered pursuant  to
Section  12 of the Exchange Act and such stock is traded  on  the
NASDAQ Small Cap Market.

          4.2  Authorization of Shares.  Upon issuance hereunder,
the  Shares  will be duly authorized, validly issued, fully  paid
and non-assessable.

          4.3   Corporate Standing.  The Company is a corporation
duly organized, validly existing, and in good standing under  the
laws  of  the State of Delaware, and has full power and authority
to  enter  into this Agreement and to carry out the  transactions
contemplated hereby.  The Company has full power and authority to
carry on its business as it is now being conducted and to own its
assets.   The Company is duly qualified to transact business  and
is in good standing as a foreign corporation in each jurisdiction
where  the  nature of its business requires it to be so qualified
and where the failure so to qualify would have a material adverse
affect  on the business of the Company.  The execution,  delivery
and  performance of this Agreement by the Company does  not,  and
the consummation of the transactions contemplated hereby will not
(i)  violate  or  result  in a breach of any  provisions  of  the
Company's  Articles  of  Incorporation or Bylaws,  (ii)  conflict
with,  or  result in a breach or termination of, or constitute  a
default under, any material lease, agreement, commitment or other
instrument, or any material order, judgment or decree,  to  which
the  Company  is  a party or is bound or by which  the  Company's
assets are affected, or (iii) constitute a violation of any  law,
regulation, rule or ordinance applicable to the Company.

          4.4  Authorized and Outstanding Shares.  The authorized
capital  stock  of  the Company is 40 million  shares  of  common
stock.  As of the date hereof, there are approximately 14,901,264
shares  outstanding, and there are warrants outstanding  for  the
purchase of approximately 832,484 shares of common stock.  Except
as  set  forth in this Agreement or as disclosed in  the  Company
Materials, there is not outstanding, nor is the Company bound by,
any  subscriptions, options, preemptive rights, warrants,  calls,
commitments,  synthetic stock, or agreements  or  rights  of  any
character requiring the Company to issue, or entitling any person
or  entity to acquire, any additional shares of capital stock  or
any other equity security of the Company, including any right  of
conversion  or exchange under any outstanding security  or  other
instrument, and the Company is not obligated to issue or transfer
any  shares of its capital stock for any purpose.  There are  not
outstanding obligations of the Company to repurchase,  redeem  or
otherwise acquire any outstanding shares of capital stock of  the
Company.

          4.5    Authority.   The  Company  has  full  power  and
authority to enter into this Agreement and has taken all  action,
corporate   and  otherwise,  necessary  to  authorize   (i)   the
execution,  delivery and performance of this  Agreement  and  all
ancillary  agreements to be executed, delivered and performed  by
the  Company in connection therewith, and (ii) the completion  of
the   transaction  contemplated  hereby  and  the  execution  and
delivery  on  behalf  of the Company of any and  all  instruments
necessary  or appropriate in order to effectuate fully the  terms
and conditions of this Agreement and all ancillary agreements  to
be executed, delivered and performed by the Company in connection
therewith.   Upon  delivery  of  the  Shares,  and  the   payment
therefor,  title  to the Shares will pass to the Subscriber  free
and  clear  of all restrictions on transfer, liens, encumbrances,
security   interests  and  claims  whatsoever  except   for   the
restrictions  set  forth in Section 2 of this Agreement  and  the
obligations of the Subscriber hereunder.

          4.6   No Governmental Consents.  No consent or approval
of  any court, governmental agency or other public authority,  or
of  any  other person, corporation or entity with any  actual  or
alleged interest in the Company is required as a condition to (i)
the  validity or enforceability of this Agreement or of any other
instruments  to  be  executed by the Company to  effectuate  this
Agreement,  or  (ii) the completion or validity  of  any  of  the
transactions  contemplated by this Agreement. This Agreement  and
all  ancillary agreements to be executed, delivered and performed
by  the  Company  in  connection therewith,  have  been  properly
executed  and  delivered by the duly authorized  officer  of  the
Company, and constitute valid and legally binding obligations  of
the Company and are enforceable against the Company in accordance
with their terms.

          4.7  No Misrepresentations in Company Materials.

               (a)   The disclosures in the Company Materials  do
not  fail to disclose any material fact, the disclosure of  which
would  be  necessary  to make the required  statements  contained
therein  not  misleading in the light of the circumstances  under
which  they  are disclosed.  Except as disclosed in  the  Company
Materials, there has been no material adverse change in, material
loss  or  destruction of, or material amount  of  damage  to  the
financial  condition or business of the Company, whether  or  not
arising  from  transactions in the ordinary course  of  business.
The  financial  statements  contained in  the  Company  Materials
present fairly the financial condition of the Company as  of  the
respective  dates  and  have  been prepared  in  accordance  with
generally  accepted accounting principles applied on a consistent
basis  throughout  the  periods involved.   The  Company  has  no
liabilities or obligations, whether accrued, absolute, contingent
or  otherwise,  which would materially and adversely  affect  the
financial  condition of the Company, except  and  to  the  extent
recorded or disclosed in the Company Materials.  No dividends are
due or unpaid by the Company.

               (b)  Except as set forth in the Company Materials,
there   are   no  actions  at  law  or  in  equity,  proceedings,
governmental proceedings or investigations pending or  threatened
against the Company or against or with respect to the business or
assets of the Company, and the Company is not in material default
with  respect  to any decree, injunction or other  order  of  any
court  or  government authority.  The Company is  in  substantial
compliance  with  all (and has not received  any  notice  of  any
claimed  violation of any) applicable federal, state,  county  or
municipal laws, ordinances, and regulations.  There is no  action
at   law  or  in  equity,  arbitration  proceeding,  governmental
proceeding  or investigation, or motion or request to any  court,
pending  or  threatened, against or with respect to  the  Company
with  respect  to this Agreement or the transaction  contemplated
hereby and to the knowledge of the Company, no grounds exist  for
any such action, proceeding or investigation.

               (c)  Except as set forth in the Company Materials,
to  the  best  knowledge  of the Company,  there  are  no  facts,
developments or circumstances, existing or threatened,  that  are
materially  adverse to the assets, business, financial  condition
or future prospects of the Company.

          4.8   No  Commissions.   No  fees  or  commissions  are
payable  by  the  Company  by virtue or in  connection  with  the
transaction contemplated by this Agreement.

     5.   CONDITIONS TO THE OBLIGATION TO PURCHASE AND SELL.

          5.1   Conditions  to the Subscriber's Obligation.   The
obligation of the Subscriber hereunder to purchase the Shares  at
the  Closing is subject to the representations and warranties  of
the Company being true and correct in all material respects as of
the  date of this Agreement and as of the Closing Date as  though
made at that time.

          5.2   Conditions  to  the  Company's  Obligation.   The
obligation  of  the Company hereunder to sell the Shares  at  the
Closing is subject to the representations and warranties  of  the
Subscriber being true and correct in all material respects as  of
the  date of this Agreement and as of the Closing Date as  though
made at that time.

     6.   GOVERNING LAW; MISCELLANEOUS.

          6.1.  Governing Law; Arbitration.  This Agreement shall
be governed by and interpreted in accordance with the laws of the
State  of  California applicable to agreements made and delivered
within that state and without regard to any contrary "conflict of
laws" principles.  Any dispute or controversy between the parties
arising  in connection with this Agreement or the subject  matter
contemplated  by this Agreement shall be resolved by  arbitration
before   a   three-member  panel  of  the  American   Arbitration
Association  in accordance with the commercial arbitration  rules
of  said  forum and the Federal Arbitration Act, 9 U.S.C.  1,  et
seq., with the resulting award being final and conclusive.   Said
arbitrators shall be empowered to award all forms of  relief  and
damaged claimed, including, but not limited to, attorney's  fees,
expenses  of  litigation and arbitration, exemplary damages,  and
prejudgment   interest.   Notwithstanding  the   foregoing,   the
Subscriber may at any time and at its option, whether or  not  an
arbitration action is then pending, initiate a civil  action  for
temporary  and  permanent injunctive and other  equitable  relief
against  the  Company.   The  parties  further  agree  that   any
arbitration  action  between them shall be  heard  in  Nashville,
Tennessee, and expressly consent to the jurisdiction and venue of
the  United  States  District Court for the  Middle  District  of
Tennessee, Nashville Division, for the adjudication of any  civil
action asserted pursuant to this section.

          6.2.  Counterparts.  This Agreement may be executed  in
two  or  more  identical  counterparts, all  of  which  shall  be
considered one and the same agreement and shall become  effective
when counterparts have been signed by each party and delivered to
the other party.  In the event any signature page is delivered by
facsimile  transmission, the party using such means  of  delivery
shall cause four (4) additional original executed signature pages
to  be  physically delivered to the other party within  five  (5)
days of the execution and delivery hereof.

          6.3   Headings.  The headings of this Agreement are for
convenience  of reference and shall not form part of,  or  affect
the interpretation of, this Agreement.

          6.4   Severability.  If any provision of this Agreement
shall  be  invalid  or  unenforceable in any  jurisdiction,  such
invalidity  or unenforceability shall not affect the validity  or
enforceability  of  the  remainder  of  this  Agreement  in  that
jurisdiction  or the validity or enforceability of any  provision
of this Agreement in any other jurisdiction.

          6.5   Entire  Agreement;  Amendments.   This  Agreement
supersedes all other prior oral or written agreements between the
Subscriber, the Company, their affiliates and persons  acting  on
their  behalf with respect to the matters discussed  herein,  and
this Agreement and the instruments referenced herein contain  the
entire  understanding of the parties with respect to the  matters
covered herein and therein and, except as specifically set  forth
herein  or therein, neither the Company nor the Subscriber  makes
any   representation,  warranty,  covenant  or  undertaking  with
respect to such matters.  No provision of this Agreement  may  be
waived  or amended other than by an instrument in writing  signed
by the party to be charged with enforcement.
          6.6   Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the  terms
of  this Agreement must be in writing and will be deemed to  have
been  delivered (i) upon receipt, when delivered personally; (ii)
upon  receipt, when sent by facsimile, provided a copy is  mailed
by U.S. certified mail, return receipt requested; (iii) three (3)
days  after  being  sent by U.S. certified mail,  return  receipt
requested;  or (iv) one (1) day after deposit with  a  nationally
recognized  overnight  delivery service, in  each  case  properly
addressed  to  the party to receive the same.  The addresses  and
facsimile numbers for such communications shall be:

          If  to the Subscriber:         The Purchasers listed on
Exhibit A attached hereto

          If to the Company:       Jay Furrow
                              Innovo Group Inc.
                              5900 S. Eastern Avenue, Suite 124
                              Commerce, CA 900401808
                              Telephone:  (323) 725-5516
                              Facsimile:    (323)

          With a copy to:          Gilbert H. Davis, Esq.
                              Sims Moss Kline & Davis LLP
                              Three Ravinia Drive, Suite 1700
                              Atlanta, Georgia 30346
                              Telephone:  (770) 481-7200
                              Facsimile:   (770) 481-7205

Either party to this Agreement may change the addressee, address,
and  telephone  and facsimile numbers to which notices  hereunder
shall  be  sent  by  giving the other party  written  notice,  as
provided herein, of the new addressee, address, telephone  number
or facsimile number, as the case may be.

          6.7   Successors and Assigns.  This Agreement shall  be
binding  upon and inure to the benefit of the parties  and  their
respective   successors  and  assigns;  provided,  however,   the
Subscriber  may  not  assign  its rights  hereunder  without  the
consent of the Company.

          6.8   No Third Party Beneficiaries.  This Agreement  is
intended  for  the  benefit  of  the  parties  hereto  and  their
respective permitted successors and assigns, and is not  for  the
benefit  of,  nor  may any provision hereof be enforced  by,  any
other person.

          6.9   Survival.  The representations and warranties  of
the Company and the Subscriber shall survive the Closing.

          6.10  Publicity.  The Company and the Subscriber  shall
have  the right to review and approve any press releases  or  any
other   public   statements  with  respect  to  the  transactions
contemplated  hereby  in  advance  of  their  release;  provided,
however,  that the Company shall be entitled, without  the  prior
approval  of the Subscriber, to make any press release  or  other
public  disclosure  with  respect  to  such  transactions  as  is
required by applicable law and regulations.

          6.11  Further  Assurances.  Each  party  shall  do  and
perform, or cause to be done and performed, all such further acts
and  things,  and  shall  execute  and  deliver  all  such  other
agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

          6.12  Termination.  In the event that the Closing shall
not  have  occurred  on or before the Closing  Date  due  to  the
failure  of any of the conditions to Closing, either party  shall
have  the right to terminate this Agreement on or after the close
of  business  on such date without any party having liability  to
any other party.

          6.13  Finder.   Neither the Company nor the  Subscriber
has  retained any broker or finder or will owe any fees  relating
to or arising out of the transactions contemplated hereby.

          6.14 No Strict Construction.  The language used in this
Agreement will be deemed to be the language chosen by the parties
to express its mutual intent, and no rules of strict construction
will be applied against any party.

          6.15  Stock Split or Reverse Stock Split.  In the event
that  the Shares are subject to a stock split or a reverse  stock
split,  the  number of Shares and the per share  price  shall  be
adjusted in proportion to the stock split or reverse stock  split
ratio, but the aggregate Purchase Price shall remain unchanged.

          6.16  Governing Law.  The terms of this  Agreement  and
interpretation thereof shall be governed by the laws of the State
of California, without reference to conflicts of law principles.




               [SIGNATURES ON THE FOLLOWING PAGE]









     IN  WITNESS  WHEREOF,  the Company and the  Subscriber  have
caused  this Stock Sale Agreement to be duly executed as of  (see
Exhibit A attached hereto).

                                   COMPANY:

                                   Innovo Group Inc.


                                   By:/s/ Jay Furrow
                                      --------------
                                      Jay Furrow, CEO




                                   SUBSCRIBER:

                                   The   Purchasers   listed   on
                                   Exhibit A attached hereto






                          SCHEDULE 3.5
                          RISK FACTORS

     In addition to other information provided to the Subscriber,
the Subscriber should carefully consider the following factors in
evaluating the Company and its business in evaluating the  shares
the Subscriber will receive.

Risks Associated with the Company's Past Financial Results

The  Company Could Be Required to Cut Back or Stop Operations  If
It Is Unable to Raise or Obtain Needed Funding

     The Company's ability to continue operations will depend  on
its positive cash flow, if any, from future operations and on its
ability  to  raise  additional  funds  through  equity  or   debt
financing. The Company does not know if it will be able to  raise
additional  funding  or  if such funding  will  be  available  on
favorable  terms. The Company could be required to  cut  back  or
stop  operations  if  it  is unable to  raise  or  obtain  needed
funding.

       The  Company's cash requirements to run its business  have
been  and  will  continue  to  be significant.  Since  1997,  the
Company's negative operating cash flow and losses from continuing
operations have been as follows:

                              Negative Cash Flow
                              from Operating      Losses from
                              Activities of       Continuing
 Fiscal year ended:        Continuing Operations  Operations

 December 1, 2001              $  632,000          $  618,000
 November 30,2000              $4,598,000          $5,056,000
 November 30,1999              $2,124,000          $1,340,000
 November 30,1998              $1,238,000          $2,267,000
 November 30,1997              $1,339,000          $1,729,000

      As  of  August  31,  2002, the Company had  an  accumulated
deficit of approximately $33.5 million. The Company continued  to
generate losses through the first quarter of fiscal 2002 before a
net  profit  of $207,000 for the second quarter and $820,000  for
the  third  quarter  of fiscal 2002, respectively.  Although  the
Company  has undertaken numerous measures to increase  sales  and
operate  more  efficiently, the Company  may  experience  further
losses  and  negative cash flows. The Company  can  give  you  no
assurance that it will in fact operate profitably in the future.

Risks Associated with the Company's Business

      The Company Must Expand Sales of Its Existing Products  and
Successfully  Introduce  New Products to  Increase  Revenues  and
Attain Profitability

      The  Company's success will depend on its ability to expand
sales  of its current products to new and existing customers,  as
well as the development or acquisition of new product designs and
the  acquisition of new licenses. The Company has little  control
over  the demand for its existing products, and it cannot  assure
you  that the new products it introduces will achieve acceptance.
Failure  to  expand sales of existing products and  new  products
would  significantly and negatively affect the Company's  ability
to achieve sustained profitability.

      The  Loss of One Major Customer Would Substantially  Reduce
Revenues and the Potential for Profitable Operations

      For  fiscal  2001, three customers accounted for  aggregate
sales in excess of 36.1% of gross sales: Wal-Mart, Michael's  and
Joannes  accounted  for 26.4%, 4.3% and 5.4%, respectively.  Wal-
Mart has continued to be a major customer for the company and the
loss  of  Wal-Mart  as a  customer would have a material  adverse
effect on the company.

       The   Company   is   Dependent  on   Certain   Contractual
Relationships to Generate Revenues

      The  Company's sales are dependent to some degree upon  the
contractual  relationships  it can establish  with  licensors  to
exploit,  on a generally non-exclusive basis, proprietary  rights
in  well  known logos, marks and characters. Although the Company
believes it will continue to meet all of its material obligations
under  such  license agreements, there can be no  assurance  that
such  licensing  rights will continue or will  be  available  for
renewal  on   favorable terms. Failure to obtain new licenses  or
extensions on current licenses or to sell such products, for  any
reason, could have a significant negative impact on the Company's
business.

       The   Company  is  Currently  Dependent  on   Supply   and
Distribution  Arrangements to Generate a Substantial  Portion  of
Its Revenues

      During  2000,  the  Company entered into arrangements  with
Commerce   Investment   Group,  LLC,  and   affiliated   entities
(collectively,  the "Commerce Group"). Under  the  terms  of  the
arrangements,  the Commerce Group purchased equity securities  of
the  Company and the Company became obligated to manufacture  and
distribute all of its craft products with the Commerce Group  for
a    two-year   period.   Those   arrangements,   which   renewed
automatically for an additional two-year term but without minimum
purchase   obligations,  could  adversely  affect  the  Company's
ability to obtain distribution and manufacturing services at  the
lowest available cost in the future.


       The  Seasonal  Nature  of  the  Company's  Business  Makes
Management  More  Difficult,  Severely  Reduces  Cash  Flow   and
Liquidity During Parts of the Year and Could Force the Company to
Curtail Operations

      The  Company's  business is seasonal. The majority  of  its
marketing and sales activities take place from late fall to early
spring.  The  Company's greatest volume of  shipments  and  sales
occur  from late spring through the summer, which coincides  with
the  Company's  second and third fiscal quarters.  The  Company's
cash  flow  is strongest in the third and fourth fiscal quarters.
Unfavorable  economic conditions affecting retailers  during  the
fall  and  holiday  seasons in any year  could  have  a  material
adverse  effect on its results of operations for  the  year.  The
Company  is  likely to experience periods of negative  cash  flow
throughout  each year and a drop-off in business commencing  each
December, which could force the company to curtail operations  if
adequate  liquidity is not available. The Company  cannot  assure
you  that  the effects of such seasonality will diminish  in  the
future.

       The  Company  has  a  Large  Number  of  Competitors  With
Substantially  Greater Financial, Technical and  Other  Resources
than We Do

     The industry in which the Company operates is fragmented and
highly  competitive. The Company competes against a large  number
of  manufacturers, importers, and other companies that distribute
products   similar  to  the  company's.  Some  of  the  Company's
competitors  possess  substantially greater financial,  technical
and  other  resources  than  we  do,  including  the  ability  to
implement  more extensive marketing campaigns. The  Company  does
not  hold a dominant competitive position in any market, and  its
ability  to  sell its products is dependent upon the  anticipated
popularity  of its designs, the logos or characters its  products
bear,  the  price and quality of its products and its ability  to
meet its customers' delivery schedules.

Risks Associated with the Company's Securities

      The Company Does Not Anticipate Paying Any Dividends on the
Common Stock

      The  Company  has  not  paid  any  dividends  nor  does  it
anticipate  paying  any  dividends on the  common  stock  in  the
foreseeable  future.  The  Company's operating  subsidiaries  are
currently  restricted  as  to the payment  of  dividends  to  the
Company.   It  is  also the Company's present  policy  to  retain
earnings, if any, for the use in the development and expansion of
the company's business.

     The Company Has a Substantial Number of Authorized Preferred
and Common Shares Available for Future Issuances that Could Cause
Dilution of Stockholder Interests

      The Company has a total of 40,000,000 authorized shares  of
common  stock  and 5,000,000 authorized shares of  "blank  check"
preferred  stock.  The  Company expects to seek  financing  which
could  result in the issuance of additional shares of its capital
stock  and/or rights to acquire additional shares of its  capital
stock.   Those additional issuances of capital stock would result
in  a  reduction  of  your percentage interest  in  the  Company.
Furthermore,  the  book value per share of common  stock  may  be
reduced. This reduction would occur if the exercise price of  the
options  or  warrants or the conversion ratio  of  the  preferred
stock were lower than the book value per share of common stock at
the time of such exercise or conversion.

      The  addition of a substantial number of shares  of  common
stock, into the market or by the registration of any other of the
Company's  securities under the Securities Act may  significantly
and negatively affect the  prevailing market price for the common
stock.  The future sales of shares of common stock issuable  upon
the  exercise  of  outstanding warrants and options  may  have  a
depressive  effect on the market price of the  common  stock,  as
such warrants and options would be more likely to be exercised at
a  time  when the price of the common stock is in excess  of  the
applicable exercise price.

The  Company's board of directors has the power to establish  the
dividend rates, preferential payments on any liquidation,  voting
rights,  redemption and conversion terms and privileges  for  any
series of preferred stock. The sale or issuance of any shares  of
preferred  stock having rights superior to those  of  the  common
stock  may result in a decrease in the value or market  price  of
the  common stock. The issuance of preferred stock could have the
effect of delaying deferring or  preventing a change of ownership
without  further  vote  or  action by the  stockholders  and  may
adversely  affect the voting and other rights of the  holders  of
common stock.

      The  Company  is  Controlled by Its  Management  and  Other
Related Parties

      The  Company's  executive  officers,  directors  and  their
affiliates as of February 20, 2002 beneficially owned or had  the
right  to  acquire voting control over approximately 40%  of  the
common  stock.   In addition, two investor groups  who  have  the
contractual  rights  to  designate  persons  to  be  elected   as
directors  beneficially owned or had the right to acquire  voting
control  over approximately 37% (the Commerce Group) and  17%  of
the company's common stock.

      Because of their stock ownership and/or positions with  the
company,  these persons have been and will continue to  be  in  a
position to greatly influence the election of directors and  thus
control  the affairs of the company.  Additionally, the Company's
by-laws  limit the ability of stockholders to call a  meeting  of
the  stockholders.  These by-law provisions could have the effect
of  discouraging  a  takeover of the Company, and  therefore  may
adversely  affect the market price and liquidity of the Company's
securities.   The  Company is also subject to a Delaware  statute
regulating  business  combinations that may  hinder  or  delay  a
change in control of the company. The anti-takeover provisions of
the  Delaware statute may adversely affect the market  price  and
liquidity of the company's securities.

      The  Company  Stock  Price Is Extremely  Volatile  and  May
Decrease Rapidly

      The  trading price and volume of the Company's common stock
has historically been subject to wide fluctuation in response  to
variations   in   actual   or  anticipated   operating   results,
announcements of new products or technological innovations by the
company  or  its  competitors,  and  general  conditions  in  the
company's industries.  In addition, stock markets generally  have
experienced extreme price and volume trading volatility in recent
years. This volatility has had a substantial effect on the market
prices  of  securities of many companies for  reasons  frequently
unrelated to the operating performance of the specific companies.
These  broad market fluctuations may significantly and negatively
affect the market price of the Company's common stock.

     There  are  a total of approximately 18 million shares  that
may be sold in the Nasdaq SmallCap Market by selling stockholders
pursuant to registration statements filed by the Company.   Sales
of  those shares could also adversely affect the Company's  stock
price.

      If  the  Company  Cannot  Meet the Nasdaq  SmallCap  Market
Maintenance Requirements and Nasdaq Rules, Nasdaq May Delist  the
Common  Stock  Which Could Negatively Affect  the  Price  of  the
Common Stock and  Your Ability to Sell the Common Stock

      In  the  future, the Company may not be able  to  meet  the
listing  maintenance requirements of the Nasdaq  SmallCap  Market
and  Nasdaq rules, which require, among other things, minimum net
tangible  assets  of  $2 million, a minimum  bid  price  for  the
company's  common stock of $1.00, and stockholder approval  prior
to  the  issuance of securities in connection with a  transaction
involving  the  sale  or issuance of common  stock  equal  to  20
percent  or  more of a company's outstanding common stock  before
the issuance for less than the greater of book or market value of
the  stock.   If  the  Company is unable to  satisfy  the  Nasdaq
criteria  for  maintaining listing, the  common  stock  would  be
subject to delisting. Trading, if any, of the common stock  would
thereafter be conducted in the over-the-counter market, in the so-
called "pink sheets" or on the National Association of Securities
Dealers,  Inc.  ("NASD")  "electronic  bulletin  board."   As   a
consequence  of  any such delisting, a stockholder  would  likely
find  it  more  difficult to dispose of, or  to  obtain  accurate
quotations as to the prices, of the common stock.

      If Nasdaq Delists the Company's Common Stock You Would Need
to  Comply with the Penny Stock Regulations Which Could  Make  it
More Difficult to Sell Your Common Stock

     In the event that the Company's securities are not listed on
the  SmallCap, trading of the common stock would be conducted  in
the "pink sheets" or through the NASD's Electronic Bulletin Board
and  covered by Rule 15g-9 under the  Securities Exchange Act  of
1934.   Under  such  rule,  broker/dealers  who  recommend  these
securities  to  persons  other  than  established  customers  and
accredited  investors  must  make a special  written  suitability
determination  for  the Subscriber and receive  the  Subscriber's
written agreement to a transaction prior to sale.  Securities are
exempt  from this rule if the market price is at least $5.00  per
share.

      The  Securities and Exchange Commission adopted regulations
that  generally define a penny stock as any equity security  that
has  a  market  price of less than $5.00 per share, with  certain
exceptions.   Unless an exception is available,  the  regulations
require the delivery, prior to any transaction involving a  penny
stock, of a disclosure schedule explaining the penny stock market
and the risks associated with it.  If the Company's common  stock
were  considered a penny stock, the ability of broker/dealers  to
sell  the  common  stock and the ability of Subscribers  in  this
offering  to sell their securities in the secondary market  would
be  limited.  As  a result, the market liquidity for  the  common
stock  would  be  severely and adversely  affected.  The  Company
cannot  assure  you that trading in its securities  will  not  be
subject  to these or other regulations in the future which  would
negatively affect the market for such securities.








               SUMMARY CONSOLIDATED FINANCIAL DATA
             (in thousands, except per share data)



     The  following table (including the notes thereto sets forth
a  summary of selected consolidated financial information for the
Company.  This summary of selected consolidated financial data is
derived  from and qualified in its entirety by reference  to  the
consolidated  financial  statements and  the  notes  thereto  and
should  be  read  in  conjunction  therewith,  as  well   as   in
conjunction   with  "Management's  Discussion  and  Analysis   of
Financial Condition and Results of Operations" appearing  in  the
Company's Annual Report on Form 10-K and Quarterly Report on Form
10-Q which constitute exhibits hereto.  Results of Operations for
interim periods are not necessarily indicative of results  to  be
expected for the full year.


<TABLE>

                                    Years Ended
                     12/01/01   11/30/00    11/30/99    11/30/98   11/30/97
                     --------   --------    --------    --------   --------
                           (000's except per share data)
<S>                     <C>       <C>         <C>         <C>        <C>

Net Sales              $9,292    $5,767      $10,837     $6,790    $7,901
Costs of Goods Sold     6,333     5,195        6,252      4,493     5,303
                       ------    ------       ------      -----     -----
Gross Profit            3,022       572        4,585      2,297     2,598

Operating Expenses      3,358     5,113        5,688      4,203     4,007
(3)                    ------    ------       ------      ------    -----

Loss from Operations     (399)   (4,541)      (1,103)     (1,906)  (1,409)

Interest Expense         (211)     (446)        (517)       (503)    (657)
Other Income (Expense)     81       (69)         280         142      337
                        -----     -----        ------      ------   -----

Loss Before Income       (529)   (5,056)      (1,340)      (2,267) (1,729)
 Taxes
Income Taxes               89         0             0           0       0
                        -----     -----        ------      ------   -----

Loss from Continuing     (618)   (5,056)       (1,340)     (2,267) (1,729)
 Operations
Discontinued
 Operations(1)               0         0           (1)     (1,747)   (110)
Extraordinary Item(2)        0    (1,095)           0           0     524
                         -----     -----       ------      ------   -----
Net Loss                  (618)  $(6,151)     $(1,341)    $(4,014) $(1,315)
                         -----     -----       ------      ------    -----
Loss per share from     $(0.04)  $ (0.62)     $ (0.22)    $ (0.49)  $(0.50)
Continuing Operations
(basic and diluted)

Weighted Average         14,315     8,163        5,984       4,618    3,438
Shares Outstanding

Balance Sheet Data:
Total Assets           $10,247     $7,416       $6,222      $7,232   $9,168
Long-Term Debt           4,225      1,340        2,054       2,604   2,065
Stockholders' Equity     4,519      3,758        1,730       1,722   3,791
     </TABLE>
(1)  The  amounts  for 1998 and 1997 represent the operations  of
     Thimble Square.  Thimble Square's operations were discontinued
     during the fourth fiscal quarter of 1998.
(2)  Represents  gains from the early extinguishment of  debt  in
     1997 and the loss from the early extinguishments of debt in 2000.
(3)  Amount includes a $300,000 write down of long-term assets in
     1998 and a $145,000 write down of long-term assets in 1999 as
     well as $293,000 for the termination of a capital lease  and
     $100,000 for the settlement of a lawsuit in 1999, and a $600,000
     write down of long-term assets in 2000.
                            Exhibit A
   Subscriber        Number of         Total         Date
                      Shares
                     Purchased
R.       Douglass     10,000          $26,500      March 19,
Strickland INDV                                      2003
John Chapman INDV     10,000          $26,500      March 19,
                                                     2003
Bank  of  TN  FBO     22,000          $58,300      March 19,
A.J. Telmos                                          2003
Madelyn        S.     10,000          $26,500      March 19,
Baggett INDV                                         2003
Steve     Houston     10,000          $26,500      March 19,
INDV                                                 2003
Dave    Lunceford     15,000          $39,750      March 19,
INDV                                                 2003
Robert  S.   Lane     10,000          $26,500      March 19,
Family Trust                                         2003
Charles    Gibson     20,000          $53,000      March 19,
IND                                                  2003
James K. Williams     10,000          $26,500      March 19,
IRA                                                  2003
George  &  Rhonda      5,000          $13,250      March 19,
Harris JT                                            2003
Jack  Holt Family      2,000          $5,300       March 19,
Trust                                                2003
Yolande    Wallin      6,000          $15,900      March 19,
INDV                                                 2003
Lee   L.   Turner      5,000          $13,250      March 19,
INDV                                                 2003
Michelle  Collins      5,000          $13,250      March 19,
INDV                                                 2003
Joe   &   Frances      5,000          $13,250      March 19,
Trout JT                                             2003
Mary Brewington       10,000          $26,500      March 19,
                                                     2003
Inwood Trust          10,000          $26,500      March 19,
                                                     2003
Gastroenterology      10,000          $26,500      March 26,
& Associates MPPP                                    2003
FBO J. Chapman
Bice,  Chapman  &     20,000          $53,000      March 26,
Smith PSP FBO  J.                                    2003
Chapman
Gerald     Psmier     20,000          $53,000      March 26,
INDV                                                 2003
Linda Storms INDV      9,000          $23,850      March 26,
                                                     2003
Michael P. Holt        4,500          $11,925      March 26,
                                                     2003