PLACEMENT AGENT AGREEMENT

                        June 23, 2003


Sanders Morris Harris Inc.
600 Travis, Suite 3100
Houston, Texas  77002

Dear Sirs:

      1.    Introductory.  Innovo Group,  Inc.,  a  Delaware
corporation  (the  "Company"),  proposes  to  sell   up   to
3,000,000  shares (the "Shares") of common stock,  $.10  par
value  ("Common Stock"), of the Company at a purchase  price
of $ 3.33 per share (the "Offering Price").

      2.    Representations and Warranties of  the  Company.
The Company represents, warrants, and agrees that:

           (i)   All reports and statements required  to  be
     filed  by  the Company with the Securities and Exchange
     Commission  (the  "Commission")  under  the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act"),
     and  the  rules and regulations thereunder, due  at  or
     prior  to  the date of this Agreement have  been  made.
     Such  filings, together with all documents incorporated
     by  reference therein, are referred to as "Exchange Act
     Documents."  Each  Exchange Act Document,  as  amended,
     conformed  in all material respects to the requirements
     of  the  Exchange  Act  and the rules  and  regulations
     thereunder,  and no Exchange Act Document, as  amended,
     at  the time each such document was filed, included any
     untrue statement of a material fact or omitted to state
     any  material  fact  required to be stated  therein  or
     necessary to make the statements therein, in  light  of
     the  circumstances  under which  they  were  made,  not
     misleading.

           (ii)  The audited financial statements,  together
     with  the related notes of the Company at November  30,
     2002  and  December  1, 2001, and for  the  years  then
     ended, included in the Company's Annual Report on  Form
     10-K  for  the  year ended November 30, 2002,  and  the
     unaudited financial statements of the Company at May 1,
     2003,   and   for   the   three   months   then   ended
     (collectively,  the  "Company  Financial  Statements"),
     included in the Company's Quarterly Report on Form 10-Q
     for  the  quarter  ended March 1,  2003,  respectively,
     fairly  present in all material respects, on the  basis
     stated  therein and on the date thereof, the  financial
     position of the Company at the respective dates therein
     specified and its results of operations and cash  flows
     for the periods then ended (subject to, in the case  of
     the   unaudited  financial  statements,  normal   audit
     adjustments).   To the knowledge of the  Company,  such
     statements  and  related notes have  been  prepared  in
     accordance    with   generally   accepted    accounting
     principles in the United States applied on a consistent
     basis except as expressly noted therein.

           (iii)     Except as disclosed on Schedule 2(iii),
     subsequent  to  March  1, 2003,  the  Company  has  not
     incurred   any  material  liabilities  or  obligations,
     direct or contingent, except in the ordinary course  of
     business  and  except  for liabilities  or  obligations
     reflected or reserved against on the Company's  balance
     sheet  dated March 1, 2003, and there has not been  any
     material adverse change, or to the actual knowledge  of
     the  Company,  any development involving a  prospective
     material adverse change, in the condition (financial or
     otherwise), business, or results of operations  of  the
     Company or any change in the capital or increase in the
     long-term  debt  of the Company, nor  has  the  Company
     declared, paid, or made any dividend or distribution of
     any kind on its capital stock.

           (iv)  All  action required to  be  taken  by  the
     Company   as   a  condition  to  the  due  and   proper
     authorization,  issuance, sale,  and  delivery  of  the
     Shares  to subscribers therefor in accordance with  the
     terms  of  this  Agreement has been, or  prior  to  the
     Closing Date (as herein defined), will have been taken;
     and  upon  the  payment  of the consideration  for  the
     Shares  specified herein the Shares will  be  duly  and
     validly issued, fully paid, and non-assessable with  no
     personal  liability attaching to the ownership  thereof
     and  free and clear of all liens imposed by or  through
     the Company.

           (v)  The Company is a corporation duly organized,
     validly  existing, and in good standing under the  laws
     of  the  State  of  Delaware,  and  has  all  requisite
     corporate right, power, and authority to own  or  lease
     its properties, to conduct its business as described in
     the  Exchange  Act Documents, and to execute,  deliver,
     and   perform  this  Agreement;  the  Company  is  duly
     qualified  to  do business and in good  standing  as  a
     foreign corporation in all other jurisdictions in which
     its  ownership or leasing of properties, or the conduct
     of   its   business  requires  or  may   require   such
     qualification  except  where  the  failure  to  be   so
     qualified  would not have a material adverse effect  on
     the  Company. The Company has complied in all  material
     respects  with  all material laws, rules,  regulations,
     applicable   to  the  Company's  business,  operations,
     properties,  assets, products, and  services,  and  the
     Company is in possession of and operating in compliance
     with   all   material  permits,  licenses,  and   other
     authorization,  required  to conduct  its  business  as
     currently conducted.

           (vi)  The authorized capital stock of the Company
     consists  of  40,000,000 shares of Common Stock,  $0.10
     par  value, of which 15,066,054 shares were issued  and
     outstanding as of the date hereof, and 5,000 shares  of
     8%  redeemable  preferred stock, $0.10  par  value,  of
     which 194 shares were issued and outstanding as of  the
     date hereof.  Except as contemplated by this Agreement,
     or  as  described in the Exchange Act Documents  or  on
     Schedule  2(vi),  (a)  there is no  commitment  by  the
     Company   to   issue  any  shares  of  capital   stock,
     subscriptions,    warrants,    options,     convertible
     securities,  or  other similar rights  to  purchase  or
     receive  Company  securities or to  distribute  to  the
     holders of any of its equity securities any evidence of
     indebtedness, cash, or other assets, (b) the Company is
     under  no  obligation  (contingent  or  otherwise)   to
     purchase,  redeem,  or otherwise  acquire  any  of  its
     equity  or  debt securities or any interest therein  or
     except with respect to its outstanding preferred  stock
     to  pay any dividend or make any other distribution  in
     respect  thereof,  and (c) to the  Company's  knowledge
     there  are  no  voting  trusts or  similar  agreements,
     stockholders'  agreements, pledge agreements,  buy-sell
     agreements, rights of first refusal, preemptive rights,
     or  proxies relating to any securities of the  Company.
     Except  as  set forth in the Exchange Act Documents  or
     filings  with  the  Commission made  by  third  parties
     pursuant to Schedule 13D or 13G or Form 3 or 4, and  to
     the knowledge of the Company, no person holds of record
     or  beneficially, 5% or more of the outstanding  shares
     of  the  capital stock of the Company. All  outstanding
     securities  of  the Company were issued  in  compliance
     with applicable Federal and state securities laws.

           (vii)     Except as disclosed in the Exchange Act
     Documents or as described on Schedule 2(vii), there  is
     no  material  pending  or,  to  the  knowledge  of  the
     Company,   threatened   (a)   action,   suit,    claim,
     proceeding,  or investigation against the  Company,  at
     law  or  in equity, or before or by any Federal, state,
     municipal,    or    other   governmental    department,
     commission,  board, bureau, agency or  instrumentality,
     domestic or foreign (each, a "Governmental Body"),  (b)
     arbitration   proceeding  against  the   Company,   (c)
     governmental inquiry against the Company,  or  (d)  any
     action  or suit by or on behalf of the Company  pending
     or threatened against others.

           (viii)    The Company is not in violation of  its
     certificate of incorporation or bylaws, or in  default,
     or  with the giving of notice or lapse of time or both,
     would be in default, in the performance of any material
     obligation,  agreement, or condition contained  in  any
     lease,  license, material contract, indenture, or  loan
     agreement or in any bond, debenture, note, or any other
     evidence  of  indebtedness, except  for  such  defaults
     resulting  from the closing of stores or as  would  not
     have  a  material adverse effect on the  Company.   The
     execution, delivery, and performance of this  Agreement
     and  the Escrow Agreement (as hereinafter defined), the
     incurrence  of  the obligations herein,  the  issuance,
     sale,  and delivery of the Shares, and the consummation
     of the transactions contemplated herein, have been duly
     authorized  by  all requisite corporate action  on  the
     part  of  the  Company  and (a) do  not  and  will  not
     conflict    with    the   Company's   certificate    of
     incorporation or bylaws,  (b) do not and will not, with
     or without the passage of time or the giving of notice,
     result in the breach of, or constitute a default, cause
     the acceleration of performance, or require any consent
     under, or result in the creation of any lien, charge or
     encumbrance  upon any property assets  of  the  Company
     pursuant  to,  any  material loan agreement,  mortgage,
     deed  of  trust,  indenture,  or  other  instrument  or
     agreement to which the Company is a party or  by  which
     the  Company  or its properties are bound, except  such
     consents as have been obtained as of the date hereof or
     to  the extent that the same have been, or prior to the
     Closing  Date will be, waived or cured, or (c)  do  not
     and  will  not  result  in the violation  of  any  law,
     statute,  order,  rule, administrative  regulation,  or
     decree  of  any court, or governmental agency  or  body
     having jurisdiction over the Company or its properties.

           (ix)  Except  as  disclosed in the  Exchange  Act
     Documents or as described on Schedule 2(ix), there  are
     no  pre-emptive rights or other rights to subscribe for
     or  to purchase, or any restriction upon the voting  or
     transfer  of,  shares of Common Stock pursuant  to  the
     Company's certificate of incorporation, bylaws, or  any
     agreement or other instrument to which the Company is a
     party.   Except  as  disclosed on Schedule  2(ix),  the
     issuance of the Shares is not subject to any preemptive
     right of any stockholder of the Company or to any right
     of first refusal or other right in favor of any person.

           (x)   This  Agreement has been duly  and  validly
     executed  and delivered by or on behalf of the  Company
     and  constitutes a legal, valid, and binding obligation
     of  the  Company  enforceable in  accordance  with  its
     terms, except to the extent that its enforceability  is
     limited   by  (a)  applicable  bankruptcy,  insolvency,
     reorganization,  moratorium, or other laws  of  general
     application relating to or affecting the enforcement of
     creditors'  rights generally, and (b) laws relating  to
     the  availability  of specific performance,  injunctive
     relief,  or  other  equitable remedies  and  except  as
     enforceability   of  the  indemnity  and   contribution
     provisions contained in Section 7 hereof may be limited
     by applicable law or principles of public policy.

          (xi) The escrow agreement (the "Escrow Agreement")
     among  the Company, you, and Sterling Bank (the "Escrow
     Agent")   has  been  duly  and  validly  executed   and
     delivered   by  or  on  behalf  of  the   Company   and
     constitutes  a legal, valid, and binding obligation  of
     the  Company enforceable in accordance with its  terms,
     except  as  such enforceability may be limited  by  (a)
     applicable   bankruptcy,  insolvency,   reorganization,
     moratorium,   or  other  laws  of  general  application
     relating  to  or  affecting enforcement  of  creditors'
     rights   generally  and  (b)  laws  relating   to   the
     availability   of   specific  performance,   injunctive
     relief, or other equitable remedies.

           (xii)     No consent, approval, authorization, or
     order  of any court or governmental authority or agency
     is  required for the consummation by the Company of the
     transactions  contemplated by  this  Agreement,  except
     such as may be required by the National Association  of
     Securities  Dealers, Inc. ("NASD"), the Securities  Act
     of  1933,  as  amended (the "Act"), or  the  rules  and
     regulations thereunder or state securities or Blue  Sky
     laws.

           (xiii)     Except  as would not have  a  material
     adverse  effect  on  the business, assets,  results  of
     operation, or condition of the Company, the Company has
     filed,  or  caused to be filed, on a timely basis,  all
     tax returns (including payroll, unemployment, and other
     taxes   related   to  its  employees  and   independent
     contractors) required to be filed with any Governmental
     Body  and  has  paid or caused to be  paid  all  taxes,
     levies,  assessments,  tariffs, duties  or  other  fees
     imposed,  assessed,  or collected by  any  Governmental
     Body  that may have become due and payable pursuant  to
     those  tax  returns  or otherwise  except  taxes  being
     disputed  by  the Company in good faith. No  deficiency
     assessment  with respect to or proposed  adjustment  of
     any  of  the  Company's Federal, state,  municipal,  or
     local  tax  returns has occurred or, to  the  Company's
     knowledge,  is threatened. There has been no  tax  lien
     imposed  by  any Governmental Body outstanding  against
     the Company's assets or properties, except the lien for
     current  taxes not yet due. The charges, accruals,  and
     reserves  on the books of the Company with  respect  to
     taxes  for  all  fiscal periods are  adequate,  in  the
     opinion  of the Company, and the Company does not  know
     of any actual or proposed tax assessment for any fiscal
     period  or of any basis therefor against which adequate
     reserves have not been set up.  Except as disclosed  on
     Schedule 2(xiv), the Company has not been advised  that
     any  Federal income tax return of the Company has been,
     or will be, examined or audited by the Internal Revenue
     Service.

           (xiv)     The Common Stock is registered pursuant
     to  Section 12(g) of the Exchange Act and is listed for
     quotation  with the symbol "INNO" on the  Nasdaq  Small
     Cap Market maintained by the Nasdaq Stock Market, Inc.

          (xv)  The  Company  has not during  the  past  six
     months  offered  or sold any security  by  or  for  the
     Company that is of the same or a similar class  as  the
     Shares, other than offers of securities made solely  to
     accredited  investors or otherwise  under  an  employee
     benefit  plan  as defined in Rule 405  under  the  Act,
     securities  issued in connection with acquisitions,  or
     other securities that will not invalidate the exemption
     from  registration  relied on to  offer  and  sell  the
     Shares.

          (xvi)      Neither  the Company  nor  any  of  its
     affiliates  is  or  has  been  subject  to  any  order,
     judgment,   or   decree  of  any  court  of   competent
     jurisdiction temporarily, preliminarily, or permanently
     enjoining  such person for failure to comply with  Rule
     503 under Regulation D.

      3.    Representations and Warranties of Sanders Morris
Harris  Inc.  You represent and warrant to, and agree  with,
the Company that:

           (i)  You have been duly organized and are validly
     existing  and  in good standing as a corporation  under
     the  laws  of  the  State  of  Texas,  with  power  and
     authority   (corporate  and  other)  to  perform   your
     obligations  under  this  Agreement  and   the   Escrow
     Agreement;  you are a broker-dealer registered  and  in
     good  standing  under the Exchange Act  and  under  the
     securities or Blue Sky laws of each state in which  the
     Shares are being offered or sold by you, and you are  a
     member  in  good  standing of  the  NASD;  you  are  in
     possession  of  and  operating in compliance  with  all
     authorizations,     licenses,    permits,     consents,
     certificates,  and orders required for the  performance
     of  your  duties  under this Agreement and  the  Escrow
     Agreement,   and  your  performance  of   your   duties
     hereunder and thereunder will be in compliance with all
     applicable  laws, including state securities  and  Blue
     Sky laws.

            (ii)   There   are  no  legal  or   governmental
     proceedings  pending to which you are  a  party  or  of
     which any of your properties is the subject or, to your
     knowledge,  threatened, which, if determined  adversely
     to   you,   would  individually  or  in  the  aggregate
     materially and adversely affect your ability to perform
     your  obligations under this Agreement  or  the  Escrow
     Agreement.

           (iii)     No consent, approval, authorization  or
     order  of any court or governmental authority or agency
     is   required  for  the  performance  by  you  of  your
     obligations under this Agreement, except such as may be
     required  by the NASD or under Regulation  D  or  state
     securities or Blue Sky laws.

           (iv)  This  Agreement has been duly  and  validly
     executed  and  delivered by or on  behalf  of  you  and
     constitutes  a legal, valid, and binding obligation  of
     you enforceable in accordance with its terms, except to
     the  extent that its enforceability is limited  by  (a)
     applicable   bankruptcy,  insolvency,   reorganization,
     moratorium,   or  other  laws  of  general  application
     relating  to or affecting the enforcement of creditors'
     rights   generally,  and  (b)  laws  relating  to   the
     availability   of   specific  performance,   injunctive
     relief,  or  other  equitable remedies  and  except  as
     enforceability   of  the  indemnity  and   contribution
     provisions contained in Section 7 hereof may be limited
     by applicable law or principles of public policy.

          (v)  The escrow agreement (the "Escrow Agreement")
     among  the Company, you, and Sterling Bank (the "Escrow
     Agent")   has  been  duly  and  validly  executed   and
     delivered  by  or  on behalf of you and  constitutes  a
     legal, valid, and binding obligation of you enforceable
     in   accordance   with  its  terms,  except   as   such
     enforceability   may  be  limited  by  (a)   applicable
     bankruptcy, insolvency, reorganization, moratorium,  or
     other  laws  of  general  application  relating  to  or
     affecting  enforcement of creditors'  rights  generally
     and  (b)  laws relating to the availability of specific
     performance,  injunctive  relief,  or  other  equitable
     remedies.

     4.   Offering and Sale of the Shares.  (a) On the basis
of  the  representations, warranties, and  covenants  herein
contained,  but subject to the terms and upon the conditions
herein set forth, you are hereby appointed the non-exclusive
selling  agent  of  the  Company  during  the  term   herein
specified (the "Offering Period") for the purpose of finding
subscribers for the Shares on a best-efforts basis  for  the
account  of  the  Company at the Offering  Price  through  a
private offering (the "Offering") to an unlimited number  of
"accredited investors" (as such term is defined in Rule  501
of  Regulation D)("Accredited Investors") pursuant to and in
accordance with the Act. Subject to the performance  by  the
Company  of  all its obligations to be performed  hereunder,
and   to   the   completeness  and  accuracy  of   all   the
representations and warranties contained herein, you  hereby
accept  such  agency and agree on the terms  and  conditions
herein  set  forth  to  use  your best  efforts  during  the
Offering  Period  to  find subscribers  for  Shares  at  the
Offering  Price.  Your agency hereunder, which is terminable
as  provided in Section 11 hereof, shall terminate at  11:59
p.m.,  Houston, Texas time, on June 30, 2003; provided  that
such  termination  date  (the  "Termination  Date")  may  be
extended  by  mutual written agreement of the parties  until
July 31,2003, and thereafter by mutual written agreement  of
the parties.

      (b)   Each Investor desiring to purchase Common  Stock
will  be required to: (i) complete, execute, and deliver  to
you an executed copy of (a) a Subscription Agreement between
the  Investor  and  the  Company, in the  form  attached  as
Exhibit A hereto (the "Subscription Agreement"), and (b)  an
Investor  Questionnaire, in the form attached as  Exhibit  B
hereto,   and   (ii)  deliver  to  you  payment   for   such
subscription in the form of a check payable to the order  of
"Innovo Group, Inc. - Escrow Account" or a wire transfer  of
immediately available funds in the amount that the  Investor
desires to purchase.  Any payment you receive that does  not
conform  to this requirement will be returned to an Investor
by the end of the next business day following receipt.  Upon
receipt, you shall hold all such Subscription Agreements and
Investor  Questionnaires  for  safekeeping  and  immediately
forward all funds delivered to you to the Escrow Agent.  The
Escrow  Agent,  upon receipt of such funds,  will  hold  the
funds in an escrow account pursuant to the Escrow Agreement.
You   shall  promptly  forward  each  executed  Subscription
Agreement   received  to  the  Company  for  acceptance   or
rejection  together with a schedule setting forth  the  name
and  address of each subscriber and the amount received from
each  subscriber.  The  Company shall  notify  you  of  such
acceptance  or  rejection within 10 days  of  receipt  of  a
Subscription Agreement.

      (c)   In  the event that acceptable subscriptions  for
$8,000,000 in Shares (the "Minimum Shares") shall  not  have
been received and accepted by the Company by the Termination
Date, all funds received from subscribers (if any) shall  be
returned  in full, and your agency and this Agreement  shall
terminate without obligation on your part or on the part  of
the Company.

      (d)   If, by the Termination Date or such earlier time
as  may  be  agreed  upon by you and the Company,  you  have
received  subscriptions  for the  Minimum  Shares  and  such
subscriptions have been accepted by the Company (in its sole
discretion),  you  shall  promptly  notify  the  Company  in
writing of the aggregate amount of Shares for which you have
received subscriptions (the "Notice Date").  Payment of  the
purchase  price  for  the Shares for which  you  have  found
subscribers,  and delivery, with respect to each  subscriber
for Shares, of a copy of a Subscription Agreement signed  by
such  subscriber, shall then be made at such place and  time
as  shall  be  agreed upon between you and the  Company,  no
later than the fifth full business day after the Notice Date
(the "Closing Date").

       (e)   As  compensation  for  your  services,  a  cash
commission will be paid to you with respect to subscriptions
received  by  you  as to which the payments  and  deliveries
provided for in this Section 4 are made at the Closing  Date
equal  to 7.0% of the purchase price of each Share purchased
at the Closing. Such commissions shall be paid to you on the
Closing  Date  by bank wire transfer payable in  immediately
available  funds.   In  addition,  the  Company  agrees   to
reimburse you for your reasonable out-of-pocket expenses  in
accordance with Section 6 hereof.

      (f)   Neither you nor the Company shall,  directly  or
indirectly,  pay or award any finder's fees, commissions  or
other  compensation  to any person engaged  by  a  potential
investor  for  investment advice as an  inducement  to  such
advisor  to  advise  the purchase of the  Shares;  provided,
however,  that  normal  sales  commissions  payable   to   a
registered  broker-dealer or other properly licensed  person
for selling the Shares shall not be prohibited hereby.

      (g)   You  will  prepare and file such statements  and
reports as are or may be required to enable the Shares to be
qualified  for  sale  under  the  securities  laws  of  such
jurisdictions as you may designate.

     (h)  As additional compensation, the Company will issue
to  you  on the Closing Date a Common Stock purchase warrant
(the  "Agent's Warrant") in substantially the form  attached
hereto as Exhibit C granting you the right to purchase  from
the  Company  for a period of five years after  the  Closing
Date,  300,000  shares  of Common  Stock,  at  a  per  share
purchase  price equal to the higher of the closing price  of
the  Common Stock as reported by The Nasdaq Stock Market  on
the  trading day immediately before the Closing Date or  the
book value per share (i.e., shareholders' equity divided  by
shares  outstanding) of the Common Stock on the trading  day
immediately before the Closing Date.

      (i)  In connection with the Offering you will, to  the
extent   within  your  control,  conduct  the  Offering   in
accordance  with the applicable provisions of  the  Act  and
Regulation D so as to preserve for the Company the exemption
provided by Rule 506 of Regulation D. You agree not to offer
or  sell  the  Shares by means of (a) any means  of  general
solicitation, including any advertisement, article,  notice,
or other communication published in any newspaper, magazine,
or  similar media or broadcast over television or  radio  or
(b)  any  seminar  or  meeting, whose  attendees  have  been
invited  by any general solicitation or general advertising.
Prior  to  the  sale  of any of the Shares,  you  will  have
reasonable  grounds  to believe, and in fact  believe,  that
each  subscriber for Shares is an Accredited  Investor.  You
agree  not  to  disclose any material nonpublic  information
regarding  the  Company  to any subscriber  except  as  such
disclosure may be permitted pursuant to Regulation  F-D  and
is agreed to in advance by the Company.

      5.    Covenants  and Agreements of the  Company.   The
Company covenants and agrees with you that:

      (a)   Except  as  contemplated or  described  in  this
Agreement, it will not, prior to the Closing Date, incur any
material  liability or obligation, direct or contingent,  or
enter  into  any material transaction, in each  case,  other
than  in the ordinary course of business. It will not, prior
to  the  Closing  Date, declare or pay any dividend  on  the
Common  Stock  or make any distribution on the Common  Stock
payable  to  stockholders of record on a date prior  to  the
Closing  Date or declare or pay any bonuses to employees  or
increase any the compensation of any officers of the Company
except normal and customary bonuses and increases.

     (b)  It will cooperate with you to enable the Shares to
be  qualified  for sale under the securities  laws  of  such
jurisdictions as you may designate, subject to  approval  by
the Company, and at your request will make such applications
and  furnish such information as may be required of  it  for
that  purpose; provided, however, that you and  the  Company
shall first determine whether an exemption from registration
other than the Uniform Limited Offering Exemption (ULOE)  or
a  similar  exemption is available in each such jurisdiction
and  the  Company  shall not be required to  qualify  to  do
business or to file a general consent to service of  process
in  any  such jurisdiction or to subject itself to taxation.
It will, from time to time, prepare and file such statements
and  reports  as  are or may be required  to  continue  such
qualifications  in effect for so long a period  as  you  may
reasonably request for the distribution of the Shares.

      (c)   It will make available to you and each purchaser
of Shares at a reasonable time prior to the Closing Date the
opportunity to ask questions and receive answers  concerning
the  terms and conditions of the Offering and to obtain  any
additional  information that the Company  possesses  or  can
acquire  without  unreasonable effort  or  expense  that  is
necessary to verify the accuracy of any information  in  the
Exchange Act Documents or otherwise furnished by the Company
to  you or any purchaser of Shares; provided, however,  that
the  Company shall not be required to disclose any  material
nonpublic information to any purchaser of Shares.

      (d)  It will file all reports required by Regulation D
with  regard to sales of the Shares and use of the  proceeds
therefrom;   provided   that  you   provide   all   relevant
information  to the Company in writing as to  purchasers  of
the Shares required for such filings.

      (e)   It will not offer or sell any securities of  the
Company  that  are  of the same or a similar  class  as  the
Shares  for  a period of six months after the Closing  Date,
other  than  those  offers or sales of securities  under  an
employee benefit plan as defined in Rule 405 under the  Act,
in   connection  with  options,  warrants,  or   convertible
securities  outstanding  as  of  the  Closing  Date,  or  in
connection with an acquisition of assets or another business
by the Company, if such offering will be integrated with the
Offering  of  the  Shares pursuant  to  this  Agreement  for
purposes  of  the exemptions under Regulation D,  so  as  to
invalidate  the  exemption from registration  relied  on  to
offer and sell the Shares.

      (f)   It  will  use its commercially  reasonable  best
efforts  to,  as promptly as practicable after  the  Closing
Date,  but  in any event within 60 days of the Closing  Date
(the  "Filing Due Date"), file with the Commission  a  shelf
registration (the "Registration Statement") on Form S-3  (or
such successor form) relating to the resale of the Shares by
the  purchasers  of  the  Shares. If  a  Registration  Event
occurs,  then  the  Company  will  make  payments   to   the
purchasers of the Shares as full liquidated damages  to  the
purchasers by reason thereof, at the rate of $0.05 per share
per  month,  for  each  calendar month of  the  registration
default period (pro rated for any period less than 30 days).
Each  such payment shall be due and payable within five days
after  the  end  of each calendar month of the  registration
default  period. Such payments shall be in full compensation
to  the  purchasers  and  shall constitute  the  purchasers'
exclusive  remedy  for  such events. A "Registration  Event"
means the occurrence of any of the following events:

          (i)  the Company fails to file with the Commission
     the  Registration Statement on or before  the  date  by
     which  the Company is required to file the Registration
     Statement pursuant to paragraph 5(f),

           (ii)  the Registration Statement is not  declared
     effective  by  the Commission within 90 days  following
     the  Closing  Date;  provided,  however,  that  if  the
     Registration Statement is subject to review by the  SEC
     staff,  such  effective date shall be within  150  days
     following the Closing Date,

            (iii)      after  the  effective  date  of   the
     Registration  Statement, sales cannot be made  pursuant
     to the Registration Statement for any reason (including
     without  limitation by reason of a stop order,  or  the
     Company's imposition of a blackout period or periods in
     excess  of  45  trading  days in  any  365-day  period;
     provided,  however,  that the Company's  obligation  to
     maintain   the   effectiveness  of   the   Registration
     Statement  shall cease at such time as  each  purchaser
     can sell its or his Shares immediately under Rule 144).

      (g)  The Company will maintain the registration of its
Common Stock under Section 12 of the Exchange Act so long as
the  Exchange  Act  requires it to be  so  registered,  will
comply  in  all  respects  with  its  reporting  and  filing
obligations  under the Exchange Act, and will not  take  any
action or file any document (whether or not permitted by the
Exchange  Act  or  the  rules thereunder)  to  terminate  or
suspend  such  registration or to terminate or  suspend  its
reporting  and  filing  obligations under  said  Act  unless
required to do so by the Exchange Act.

     (h)  The Company shall prepare and file with the Nasdaq
Stock   Market  an  additional  shares  listing  application
covering  the Shares and take all steps necessary  to  cause
such   shares  to  be  approved  for  listing  as  soon   as
practicable thereafter.

      (i)   The Company will use its commercially reasonable
best  efforts (i) to timely file all reports required to  be
filed  by  the  Company  after the  date  hereof  under  the
Securities  Act and the Exchange Act (including the  reports
pursuant  to  Section  13(a) or 15(d) of  the  Exchange  Act
referred  to  in subparagraph (c)(1) of Rule  144)  and  the
rules and regulations adopted by the Commission thereunder),
(ii) if the Company is not required to file reports pursuant
to  such  sections,  it  will prepare  and  furnish  to  the
purchasers   of  Shares  and  make  publicly  available   in
accordance with Rule 144(c) such information as is  required
for  the  purchasers to sell the Shares under Rule 144,  and
(iii)  to  take such further action as any holder of  Shares
may reasonably request, all to the extent required from time
to  time  to  enable the purchasers to sell  Shares  without
registration under the Securities Act within the  limitation
of  the  exemptions provided by Rule 144, including  causing
its  attorneys  to  issue and deliver any appropriate  legal
opinion required to permit a purchaser to sell Shares  under
Rule  144 upon receipt of appropriate documentation relating
to such sale.

      6.    Payment of Expenses.  If this Agreement  becomes
effective   and  the  transactions  contemplated   by   this
Agreement  are  consummated, the Company will  pay  (a)  all
reasonable  expenses  incident to  the  performance  of  the
obligations of the Company under this Agreement, (b) all  of
your  reasonable out-of-pocket expenses (including fees  and
disbursements of your counsel, travel, and related  expenses
incurred in connection with this Agreement and the Offering)
incurred  in  connection with this Agreement,  preparing  to
market, and marketing the Shares not to exceed $25,000,  (c)
the  fees  and  expenses of the Escrow Agent,  and  (d)  the
reasonable  legal fees and expenses incurred by  counsel  to
subscribers  for Shares in connection with the  negotiation,
execution, and delivery of subscription agreements  and  any
related agreements not to exceed $5,000 in the aggregate.

     7.   Indemnification and Contribution.  (a) The Company
agrees  to indemnify and hold harmless you and each  person,
if  any,  who  controls you within the meaning of  the  Act,
against   any  losses,  claims,  damages,  liabilities,   or
expenses (including, unless the Company elects to assume the
defense  as  hereinafter provided, the  reasonable  cost  of
investigating and defending against any claims therefor  and
counsel  fees  incurred in connection therewith),  joint  or
several,  which  arise  out of the  Company's  breach  of  a
representation   or  warranty  or  covenant   or   agreement
contained in this Agreement; provided that in no case is the
Company to be liable with respect to any claims made against
you,  or  any  such controlling person unless  you  or  such
controlling  person  shall  have  notified  the  Company  in
writing  promptly  after the summons or  other  first  legal
process giving information of the nature of the claim  shall
have  been  served upon you or such controlling person,  but
failure  to notify the Company of any such claim  shall  not
relieve  it from any liability that it may have  to  you  or
such  controlling person otherwise than on  account  of  the
indemnity   agreement  contained  in  this  paragraph.    In
addition,  the Company shall not be liable for  any  losses,
claims, damages, liabilities or expenses of you or any other
indemnified  person  that  are  determined  by   final   and
nonappealable judgment of a court of competent  jurisdiction
to have resulted primarily  from actions taken or omitted to
be  taken by such indemnified person  in bad faith  or  from
such   indemnified  person's  gross  negligence  or  willful
misconduct.  The Company will be entitled to participate  at
its  own  expense  in the defense, or if it  so  elects,  to
assume  the defense of any suit brought to enforce any  such
liability, but, if the Company elects to assume the defense,
such defense shall be conducted by counsel chosen by it  and
reasonably  acceptable  to you.  In the  event  the  Company
elects  to  assume the defense of any such suit  and  retain
such  counsel,  you or such controlling person  or  persons,
defendant  or defendants in the suit, may retain  additional
counsel but shall bear the fees and expenses of such counsel
unless  (i)  the Company shall have specifically  authorized
the  retaining of such counsel or (ii) the parties  to  such
suit include you or such controlling person or persons,  and
the  Company and you or such controlling person  or  persons
have been advised by counsel that one or more material legal
defenses  may be available to you or them that  may  not  be
available to the Company in which case the Company shall not
be   entitled   to   assume  the  defense   of   such   suit
notwithstanding  its obligation to bear the reasonable  fees
and expenses of such counsel.  In no event shall the Company
be liable for the fees and expenses of more than one counsel
for  all  indemnified  parties in connection  with  any  one
action  or  separate but similar or related actions  arising
out  of the same general allegations or circumstances.   The
Company  shall not be required to indemnify any  person  for
any  settlement  of  any  such claim  effected  without  the
Company's consent, which shall not be unreasonably withheld.
The  Company shall not, without your consent, consent to the
entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof, the giving  by
the  claimant or plaintiff to such indemnified  party  of  a
release  from  all  liability in respect of  such  claim  or
litigation.   This  indemnification obligation  will  be  in
addition  to  any primary liability that the  Company  might
otherwise  have. The foregoing obligation of indemnification
of  the Company shall be limited to the net proceeds of  the
Offering.

      (b)   You  agree  to indemnify and hold  harmless  the
Company, each of the Company's officers, directors, and each
other  person, if any, who controls the Company  within  the
meaning  of  the  Act, against any losses, claims,  damages,
liabilities,  or expenses (including, unless  you  elect  to
assume the defense, the reasonable cost of investigating and
defending  against  any  claims therefor  and  counsel  fees
incurred  in connection therewith), joint or several,  which
(i)  arise  of any untrue statement of a material fact  with
respect  to  the  Company made by you or  any  purchaser  of
Shares  not contained in an Exchange Act Document  or  other
written material provided to you by the Company, (ii)  arise
out  of  any  acts or omissions by you or any  purchaser  of
Shares  that cause the offering to involve a public offering
under  the  Act or your failure to be properly  licensed  to
sell  the  Shares  or (iii) arise out of your  breach  of  a
representation   or  warranty  or  covenant   or   agreement
contained in this Agreement; provided, however, that  in  no
case  are  you to be liable with respect to any claims  made
against  the  Company or any such person  against  whom  the
action  is  brought unless the Company or such person  shall
have  notified you in writing within a reasonable time after
the  summons or other first legal process giving information
of  the nature of the claim shall have been served upon  the
Company  or such person, but failure to notify you  of  such
claim shall not relieve you from any liability that you  may
have to the Company or such person otherwise than on account
of the indemnity agreement contained in this paragraph.  You
shall  be  entitled to participate at your  expense  in  the
defense,  or if you so elect, to assume the defense  of  any
suit  brought  to enforce any such liability,  but,  if  you
elect  to  assume  the defense, counsel chosen  by  you  and
reasonably  acceptable  to the Company  shall  conduct  such
defense.  In the event that you elect to assume the  defense
of  any such suit and retain such counsel, the Company, said
officers  and directors and any person or persons, defendant
or defendants in the suit, may retain additional counsel but
shall bear the fees and expenses of such counsel unless  (i)
you shall have specifically authorized the retaining of such
counsel or (ii) the parties to such suit include you or such
controlling person or persons, and the Company  and  you  or
such  controlling  person or persons have  been  advised  by
counsel  that  one or more material legal  defenses  may  be
available to the Company that may not be available to you or
them  in which case you shall not be entitled to assume  the
defense of such suit notwithstanding your obligation to bear
the reasonable fees and expenses of such counsel.  You shall
not be liable to indemnify any person for any settlement  of
any  such  claim effected without your or its consent  which
consent  shall not be unreasonably withheld. You shall  not,
without the consent of the Company, consent to entry of  any
judgment or enter into any settlement that does not  include
as an unconditional term thereof, the giving by the claimant
or plaintiff to such indemnified party of a release from all
liability  in  respect of such claim or  litigation.    This
indemnification  obligation  will  be  in  addition  to  any
primary liability that you might otherwise have.

      (c)   If  the  indemnification provided  for  in  this
Section 7 is unavailable, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party   as   a  result  of  such  losses,  claims,  damages,
liabilities  or expenses (or actions in respect thereof)  in
such  proportion as is appropriate to reflect not  only  the
relative  benefits received by the Company on one  hand  and
you  on  the other from the offering, but also the  relative
fault of the Company on the one hand and you on the other in
connection  with the statements or omissions which  resulted
in  such  losses, claims, damages, liabilities, or  expenses
(or  actions  in  respect thereof), as  well  as  any  other
relevant  equitable considerations.  The  relative  benefits
received  by  the Company on the one hand  and  you  on  the
other,  shall be deemed to be in the same proportion as  the
total  net  proceeds  from  the Offering  (before  deducting
expenses) received by the Company, bear to the total selling
commissions  received by you and the value of  the  warrants
issued to you pursuant to Section 4(h).  The relative  fault
shall  be  determined by reference to, among  other  things,
whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material
fact  relates  to information supplied by the  Company,  the
parties'  relative intent, knowledge, access to  information
and  opportunity  to correct or prevent  such  statement  or
omission,  and whether a party breached a representation  or
warranty  or  covenant  or  agreement  contained   in   this
Agreement.  The Company and you agree that it would  not  be
just  and equitable if contribution were determined  by  pro
rata  allocation or by any other method of allocation  which
does  not  take  account  of  the  equitable  considerations
referred  to  above.   The amount  paid  or  payable  by  an
indemnified  party  as  a  result  of  the  losses,  claims,
damages,  liabilities  or expenses (or  actions  in  respect
thereof)  referred to above shall be deemed to  include  any
legal   or  other  expenses  reasonably  incurred  by   such
indemnified  party  in  connection  with  investigating   or
defending  any  such claim. No person guilty  of  fraudulent
misrepresentation (within the meaning of  Section  11(f)  of
the  Act) shall be entitled to contribution from any  person
who was not guilty of such fraudulent misrepresentation.

       8.     Survival   of   Indemnities,  Representations,
Warranties,   etc.    The  respective  representations   and
warranties  of  you  and the Company as set  forth  in  this
Agreement  or  made by them respectively, pursuant  to  this
Agreement, shall remain in full force and effect, regardless
of  any  investigation  made by or on  behalf  of  you,  the
Company, or any of the officers or directors of the  Company
or any controlling person, and shall survive delivery of and
payment  for  the Shares for a period ending  on  March  15,
2005.

      9.   Conditions of Your Obligations.  Your obligations
hereunder  are  subject  to  the accuracy  in  all  material
respects  at and (except as otherwise stated herein)  as  of
the  date hereof and at and as of the Closing Date,  of  the
representations and warranties made herein by  the  Company,
to  the compliance in all material respects at and as of the
Closing   Date  by  the  Company  with  its  covenants   and
agreements herein contained and other provisions  hereof  to
be  satisfied  at or prior to the Closing Date  and  to  the
following additional conditions:

      (a)  You shall not have stated in writing prior to the
Closing  Date to the Company that any Exchange Act Document,
or  any  amendment or supplement thereto contains an  untrue
statement  of  fact  which, in your reasonable  opinion,  is
material, or omits to state a fact which, in your reasonable
opinion,  is  necessary to make the statements  therein,  in
light  of the circumstances under which they were made,  not
misleading.

      (b)  You shall have received a certificate, dated  the
Closing  Date,  on  behalf  of  the  Company  by  the  Chief
Executive  Officer or the President and the chief  financial
or accounting officer of the Company to the effect that:

           (i)  To the best of the knowledge of the signers,
     the  representations and warranties of the  Company  in
     this  Agreement  are true and correct in  all  material
     respects at and as of the Closing Date, and the Company
     has  complied  in all material respects  with  all  the
     agreements  and satisfied in all material respects  all
     the conditions on its part to be performed or satisfied
     at or prior to the Closing Date;

           (ii)  Between the date of this Agreement and  the
     Closing Date, no litigation has been instituted or,  to
     the  knowledge of the Company, threatened  against  the
     Company of a character required to be disclosed  in  an
     Exchange Act Document under Item 103 of Regulation  S-K
     that has not been so disclosed to you; and

           (iii)     Between the date of this Agreement  and
     the  Closing  Date,  there has not  been  any  material
     adverse change in the financial condition, business, or
     results of operations of the Company.

       (d)    The  Company  shall  have  entered  into   the
Registration  Rights Agreement with the  Purchasers  in  the
form attached hereto as Exhibit D.

     If any of the conditions provided for in this Section 9
shall  not have been satisfied when and as required by  this
Agreement,  this  Agreement may  be  terminated  by  you  by
notifying the Company of such termination in writing  at  or
prior  to  the  Closing Date, but you shall be  entitled  to
waive any of such conditions.

      10.   Effective  Date.   This Agreement  shall  become
effective  at 11:00 A.M., Houston Time, on the  date  hereof
(the "Effective Time").

      11.  Termination.  In the event of any termination  of
this  Agreement  under this or any other provision  of  this
Agreement, there shall be no liability of any party to  this
Agreement  to  any other party, other than  as  provided  in
Sections 6, 7, and 8.

      This  Agreement may be terminated after the  Effective
Time by (a) the Company for any reason by notice to you  and
(b)  you by notice to the Company (i) if at or prior to  the
Closing  Date  trading in securities on the New  York  Stock
Exchange,  the American Stock Exchange, or the Nasdaq  Stock
Market  (collectively,  the  "Exchanges")  shall  have  been
suspended for longer than four consecutive hours or  minimum
or maximum prices shall have been established on either such
exchange or stock market, or a banking moratorium shall have
been  declared by Texas or United States authorities (unless
such  suspension is made pending completion of the  sale  of
the  Shares, at which time, such suspension will be lifted);
(ii)  if  at  or prior to the Closing Date there shall  have
been  an  material  escalation of  hostilities  between  the
United States and any foreign country (other than Iraq),  or
any  other material insurrection or armed conflict involving
the  United States which, in your reasonable judgment, after
consultation  with  the Company, makes it  impracticable  or
inadvisable to offer or sell the Shares; or (iii)  if  there
shall  be  any  material  litigation or  regulatory  action,
pending  or  threatened  against or involving  the  Company,
which, in your reasonable judgment, after consultation  with
the  Company, makes it impracticable or inadvisable to offer
or  deliver  the  Shares on the terms contemplated  by  this
Agreement.

      If, and only if, the Company terminates this Agreement
after  it becomes effective for any reason (other than  your
material failure to comply with your obligations under  this
Agreement  or  material breach of your  representations  and
warranties)  or the Offering fails to close because  of  the
Company's   breach  of  any  representations  or  warranties
contained  in  this  Agreement or the Company's  failure  to
fulfill  its  covenants  and agreements  contained  in  this
Agreement,  the  Company shall pay you your  actual  out-of-
pocket expenses incurred as provided in Section 6 hereof.

      12.   Agreement Concerning Disclosure of  Information.
You  agree  to  treat confidentially any material  nonpublic
information  that is furnished to you (or to parties  acting
on  your  behalf)  by  or  on behalf  of  the  Company  (the
"Information").  You agree that you will use the Information
only  for  the purposes related to a determination  of  your
willingness  to act as exclusive selling agent  pursuant  to
this  Agreement,  and  that  the Information  will  be  kept
confidential  by  you and your partners, members,  managers,
officers, directors, employees, agents, and other affiliates
(collectively,  the  "Affiliates"), and your  attorneys  and
accountants  (collectively, the "Professionals"),  and  that
you, such Affiliates, or Professionals will not disclose the
Information  to  any  investor or  other  person;  provided,
however,  that  the  Information may  be  disclosed  to  (a)
Affiliates   and  Professionals  who  need  to   know   such
Information  for  the  purpose of  evaluating  or  providing
services  in  connection  with the your  and  your  clients'
investment in the Company; provided such parties agree to be
bound  by  this  undertaking, (b) to any  federal  or  state
regulatory agency and their employees, agents, and attorneys
(collectively, "Regulators") for the purpose of  making  any
filings  with Regulators if  disclosure of such  Information
is required by law (provided that you advise  the Company in
writing  of  the  Information to be so  disclosed  within  a
reasonable  time prior to such filing), and  (c)  any  other
person to which the Company consents in writing prior to any
such disclosure.

      In  the  event that you are requested or required  (by
oral  questions,  documents, subpoena, civil  investigation,
demand,  interrogatories, request for information, or  other
similar  process) to disclose to any person  or  entity  any
information  supplied  to  you,  your  Affiliates,  or  your
Professionals  in  the  course of their  dealings  with  the
Company or their respective representatives, you agree  that
you  will  provide the Company with prompt  notice  of  such
request(s) within a reasonable time prior to such disclosure
so that the Company may seek an appropriate protective order
and/or  waiver  of  compliance with the provisions  of  this
Agreement.  It is further agreed that, if a protective order
is  not obtained, or a waiver is not granted hereunder,  and
you  are  nonetheless, in the written  opinion  of  counsel,
compelled to disclose information concerning the Company  to
any tribunal or else stand liable for contempt or suffer the
censure  or  penalty, you may disclose such  information  to
such  tribunal without liability hereunder.  Prior to making
such disclosure, you shall deliver a written opinion of your
counsel   to  the  Company's  counsel  that  disclosure   is
compelled  by law.  You will exercise your best  efforts  to
obtain  a protective order or other reliable assurance  that
confidential treatment will be accorded the Information.

     13.  Notices.  All communications hereunder shall be in
writing  and,  if sent to you shall be mailed, delivered  or
telegraphed and confirmed to you, at 600 Travis, Suite 3100,
Houston,  Texas 77002, Attention: President, or if  sent  to
the  Company  shall be mailed, delivered or telegraphed  and
confirmed  to  the Company, at 5900 S. Eastern  Ave.,  Suite
104,  Commerce, California 90040, Attention, Chief Executive
Officer.

      14.   Successors.  This Agreement shall inure  to  the
benefit  of and be binding upon you, the Company, and  their
respective successors and legal representatives, except that
neither  the Company nor you may assign or transfer  any  of
its  or  your  rights  or obligations under  this  Agreement
without  the  prior  written consent of the  other.  Nothing
expressed  or  mentioned in this Agreement  is  intended  or
shall be construed to give any person other than the persons
mentioned  in the preceding sentence any legal or  equitable
right,  remedy  or  claim  under  or  in  respect  of   this
Agreement,   or   any  provisions  herein  contained,   this
Agreement  and  all conditions and provisions  hereof  being
intended to be and being for the sole and exclusive  benefit
of  such  persons  and for the benefit of no  other  person;
except  that  the  representations,  warranties,  covenants,
agreements and indemnities of the Company contained in  this
Agreement  shall also be for the benefit of  the  person  or
persons,  if  any,  who control you within  the  meaning  of
Section  15 of the Act, and your indemnities shall  also  be
for  the benefit of each officer and director of the Company
and  the  person or persons, if any, who control the Company
within the meaning of Section 15 of the Act.

      15.  Applicable Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.  Any judicial proceeding brought against either of
the parties to this agreement or any dispute arising out  of
this  Agreement or any matter related hereto may be  brought
in  the courts of the State of Texas or in the United States
District  Court for the Southern District of Texas  and,  by
its execution and delivery of this agreement, each party  to
this Agreement accepts the jurisdiction of such courts.  The
foregoing  consent to jurisdiction shall not  be  deemed  to
confer  rights on any person other than the parties to  this
Agreement. The prevailing party in any such litigation shall
be  entitled to receive from the losing party or parties all
costs  and  expenses,  including reasonable  attorney  fees,
incurred by the prevailing party.


             [Signatures on the following page]
     If the foregoing correctly sets forth our understanding
please  indicate  your  acceptance  thereof  in  the   space
provided  below for that purpose, whereupon this letter  and
your acceptance shall constitute a binding agreement between
us.

                              Very truly yours,

                              INNOVO GROUP, INC.


                          By  /s/ Samuel Joseph Furrow,Jr.
                          Name:  Samuel  Joseph  Furrow,Jr.
                          Title:  CEO

Accepted and delivered in Houston,
  Texas as of the date first above written

SANDERS MORRIS HARRIS INC.


By:  Dean Oakey
Name:  Dean Oakey
Title:  Managing Director

























                                                   Exhibit A
                   SUBSCRIPTION AGREEMENT


     THIS  SUBSCRIPTION AGREEMENT (the "Agreement") is  made
as  of  this         day of June 2003, by and  among  INNOVO
GROUP,  INC.  a  Delaware corporation (the  "Company"),  and
_______________________________________________         (the
"Investor").

                    W I T N E S S E T H:

       WHEREAS,  the  Investor  desires  to  subscribe  for,
purchase  and  acquire  from the  Company  and  the  Company
desires  to  sell  and  issue to the  Investor  ____________
shares  (the  "Shares") of the Company's Common  Stock,  par
value  $0.10 per share (the "Common Stock"), upon the  terms
and conditions and subject to the provisions hereinafter set
forth.

      NOW, THEREFORE, for and in consideration of the mutual
premises  contained herein and for other good  and  valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby acknowledged, the parties hereto agree as follows:

     1.   Purchase and Sale of the Shares.  Subject to the terms
and  conditions  of this Agreement, the Investor  subscribes
for  and agrees to purchase and acquire from the Company and
the  Company  agrees to sell and issue to the  Investor  the
Shares,  in the manner set forth in Section 2 hereof,  at  a
purchase  price  of $3.33 per Share, yielding  an  aggregate
purchase   price   of  $__________________  (the   "Purchase
Price").

     2.   Terms of Purchase and Sale of the Shares.  The closing
of  the  transactions  contemplated hereby  (the  "Closing")
shall  take place on the fifth full business day  after  the
Notice  Date  (as  such  term is  defined  in  that  certain
Placement   Agent  Agreement  dated  June  20,   2003   (the
"Placement Agent Agreement"), by and between the Company and
the  Placement  Agent),  at the offices  of  Sanders  Morris
Harris  Inc. (the "Placement Agent"), or at such other  time
and  place as the Company and the Placement Agent may  agree
upon.    Contemporaneously  with  the   delivery   of   this
Agreement, the Investor shall deliver to Sterling Bank  (the
"Escrow  Agent")  the  Purchase Price by  wire  transfer  of
immediately  available  funds  pursuant  to  wire   transfer
instructions  given to the Investor by the Company.  At  the
Closing,  the Escrow Agent shall deliver to the Company  the
Purchase  Price  by  wire transfer of immediately  available
funds  pursuant to wire transfer instructions given  to  the
Escrow  Agent by the Company, and the Company shall  deliver
to the Investor a certificate, registered in the name of the
Investor,  representing  the  Shares.  Notwithstanding   any
provision  to  the contrary herein, the obligations  of  the
Company  and Investor hereunder are subject to the Company's
receipt   of  aggregate  subscriptions  for  a  minimum   of
$8,000,000 in aggregate proceeds for shares of Common  Stock
on  or prior to June 30, 2003 (or such earlier closing  date
as  may  be agreed by the Company and the Placement  Agent),
which  date may be extended by the Company and the Placement
Agent   pursuant  to  the  terms  of  the  Placement   Agent
Agreement.

     3.   Representations and Warranties of the Company.  The
Company represents and warrants to Investor the following:

          (a)  Authority.  The Company is a corporation duly
     organized, validly existing, and in good standing under the
     laws  of  the State of Delaware, and has all  requisite
     corporate right, power, and authority to execute, deliver
     and perform this Agreement.

          (b)  Enforceability.  The execution, delivery, and
     performance of this Agreement by the Company have been duly
     authorized  by  all requisite corporate  action.   This
     Agreement has been duly executed and delivered  by  the
     Company, and, upon its execution by the Investor, shall
     constitute the legal, valid, and binding obligation of the
     Company, enforceable in accordance with its terms, except to
     the extent that its enforceability is limited by bankruptcy,
     insolvency,  reorganization, moratorium or  other  laws
     relating  to or affecting the enforcement of creditors'
     rights generally and by general principles of equity.

          (c)   No Violations.  The execution, delivery, and
     performance of this Agreement by the Company do not and will
     not violate or conflict with any provision of the Company's
     Certificate of Incorporation or Bylaws and do not and will
     not, with or without the passage of time or the giving of
     notice, result in the breach of, or constitute a default,
     cause  the acceleration of performance, or require  any
     consent under (except such consents as have been obtained as
     of the date hereof), or result in the creation of any lien,
     charge or encumbrance upon any property or assets of the
     Company pursuant to, any material instrument or agreement to
     which the Company is a party or by which the Company or its
     properties are bound.

          (d)  Capitalization.   The authorized capital stock of the
     Company consists of: 40,000,000 shares of Common Stock, of
     which 15,066,054 were issued and outstanding as of April 14,
     2003, and 5,000 shares of 8% redeemable preferred stock,
     $0.10  par  value, of which 194 shares were issued  and
     outstanding on March 1, 2003.  As of March 1, 2003, the
     Company has granted options to purchase 1,257,981 shares of
     Common Stock at prices ranging from $0.10 to $4.75 per share
     and has issued warrants to purchase 7,122,400 shares at
     prices ranging from $0.90 to $3.00 per share. Upon issuance
     in  accordance with the terms of this Agreement against
     payment of the Purchase Price therefor the Shares will be
     duly and validly issued, fully paid, and nonassessable and
     free  and clear of all liens imposed by or through  the
     Company, and, assuming the accuracy of the representations
     and warranties of the Investor, will be issued in accordance
     with  a  valid  exemption  from  the  registration   or
     qualification provisions of the Securities Act of 1933, as
     amended (the "Securities Act"), and any applicable state
     securities laws (the "State Acts").

          (e)  Exchange Act Filing.  During the twelve (12) calendar
     months immediately preceding the date of this Agreement, all
     reports and statements required to be filed by the Company
     with  the Securities and Exchange Commission under  the
     Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), and the rules and regulations thereunder, have been
     timely filed. Such filings, together with all documents
     incorporated by reference therein, are referred  to  as
     "Exchange Act Documents." Each Exchange Act Document, as
     amended,  conformed  in all material  respects  to  the
     requirements  of  the Exchange Act and  the  rules  and
     regulations thereunder, and no Exchange Act Document, as
     amended, at the time each such document was filed, included
     any untrue statement of a material fact or omitted to state
     any material fact required to be stated therein or necessary
     to  make  the  statements  therein,  in  light  of  the
     circumstances under which they were made, not misleading.

           (f)   Company Financial Statements.  The  audited
     financial  statements, together with the related  notes
     of  the  Company at November 30, 2002 and  December  1,
     2001,  and  for the years then ended, included  in  the
     Company's Annual Report of Form 10-K for the year ended
     November   30,   2002,  and  the  unaudited   financial
     statements of the Company at March 1, 2003, and for the
     three  months  then ended, (collectively, the  "Company
     Financial   Statements")  included  in  the   Company's
     Quarterly  Report  on Form 10-Q for the  quarter  ended
     March  1,  2003,  respectively, fairly present  in  all
     material respects, on the basis stated therein  and  on
     the date thereof, the financial position of the Company
     at  the  respective  dates therein  specified  and  its
     results  of  operations and cash flows for the  periods
     then  ended  (provided  that  the  unaudited  financial
     statements are subject to normal audit adjustments  and
     lack  footnotes and other presentation items).  To  the
     knowledge  of the Company, such statements and  related
     notes  have been prepared in accordance with  generally
     accepted  accounting principles in  the  United  States
     applied on a consistent basis except as expressly noted
     therein.

           (g)  No Material Liabilities. Except as set forth
     on  Schedule 3(g), since March 1, 2003, the Company has
     not  incurred  any material liabilities or obligations,
     direct or contingent, except in the ordinary course  of
     business  and  except  for liabilities  or  obligations
     reflected or reserved against on the Company's  balance
     sheet  as  March 1, 2003, and there has  not  been  any
     material adverse change, or to the actual knowledge  of
     the  Company,  any development involving a  prospective
     material adverse change, in the condition (financial or
     otherwise),   business,  prospects,   or   results   of
     operations of the Company or any change in the  capital
     or  increase in the long-term debt of the Company,  nor
     has the Company declared, paid, or made any dividend or
     distribution of any kind on its capital stock.

           (h)   No  Disputes  Against Company.   Except  as
     disclosed  on Schedule 3(h) and/or in the Exchange  Act
     Documents,  there  is no material pending  or,  to  the
     knowledge of the Company, threatened (a) action,  suit,
     claim,   proceeding,  or  investigation   against   the
     Company,  at  law  or in equity, or before  or  by  any
     Federal,   state,  municipal,  or  other   governmental
     department,  commission,  board,  bureau,   agency   or
     instrumentality, domestic or foreign,  (b)  arbitration
     proceeding   against  the  Company,  (c)   governmental
     inquiry against the Company, or (d) any action or  suit
     by  or  on  behalf of the Company pending or threatened
     against others.

     4.   Representations and Warranties of the Investor.  The
Investor   represents  and  warrants  to  the  Company   the
following:

          (a)  Authority.  If a corporation, partnership, limited
     partnership, limited liability company, or other form of
     entity, the Investor is an entity duly organized or formed,
     as the case may be, validly existing, and in good standing
     under  the laws of its jurisdiction of organization  or
     formation,  as the case may be.  The Investor  has  all
     requisite individual or entity right, power, and authority
     to execute, deliver, and perform this Agreement.

          (b)   Enforceability. The execution, delivery, and
     performance of this Agreement by the Investor have been duly
     authorized by all requisite partnership or corporate action,
     as the case may be.   This Agreement has been duly executed
     and delivered by the Investor, and, upon its execution by
     the Company, shall constitute the legal, valid, and binding
     obligation of the Investor, enforceable in accordance with
     its terms, except to the extent that its enforceability is
     limited   by  bankruptcy,  insolvency,  reorganization,
     moratorium  or other laws relating to or affecting  the
     enforcement of creditors' rights generally and by general
     principles of equity.

          (c)   No Violations.  The execution, delivery, and
     performance of this Agreement by the Investor do not and
     will not, with or without the passage of time or the giving
     of notice, result in the breach of, or constitute a default,
     cause  the acceleration of performance, or require  any
     consent under, or result in the creation of any lien, charge
     or encumbrance upon any property or assets of the Investor
     pursuant to, any material instrument or agreement to which
     the Investor is a party or by which the Investor or its
     properties may be bound or affected, and, do not or will not
     violate or conflict with any provision of the articles of
     incorporation or bylaws, partnership agreement, operating
     agreement, trust agreement, or similar organizational or
     governing document of the Investor, as applicable.

          (d)  Knowledge of Investment and its Risks.  The Investor
     has  knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks
     of  Investor's investment in the Shares.  The  Investor
     understands that an investment in the Company represents a
     high degree of risk and there is no assurance that  the
     Company's business or operations will be successful.  The
     Investor has considered carefully the risks attendant to an
     investment in the Company, and that, as a consequence of
     such  risks, the Investor could lose Investor's  entire
     investment in the Company.

          (e)  Investment Intent.  The Investor hereby represents and
     warrants  that  (i) the Shares are being  acquired  for
     investment for the Investor's own account, and not as a
     nominee  or agent and not with a view to the resale  or
     distribution of all or any part of the Shares, and  the
     Investor has no present intention of selling, granting any
     participation in, or otherwise distributing any of  the
     Shares within the meaning of the Securities Act and (ii) the
     Investor  does  not have any contracts, understandings,
     agreements, or arrangements with any person and/or entity to
     sell,  transfer, or grant participations to such person
     and/or entity, with respect to any of the Shares.

          (f)  Accredited Investor.  The Investor is an "Accredited
     Investor" as that term is defined by Rule 501 of Regulation
     D promulgated under the Securities Act.

          (g)  Disclosure.  The Investor has reviewed information
     provided by the Company in connection with the decision to
     purchase the Shares, consisting of the Company's publicly
     available  filings  with  the Securities  and  Exchange
     Commission and the information contained therein.   The
     Company has provided the Investor with all the information
     that the Investor has requested in connection with  the
     decision to purchase the Shares.  The Investor  further
     represents that the Investor has had an opportunity to ask
     questions and receive answers from the Company regarding the
     business, properties, prospects, and financial condition of
     the Company. To the Investor's knowledge, the Company has
     not disclosed any material non-public information to the
     Investor. All such questions have been answered to the full
     satisfaction of the Investor.

          (h)  No Registration.  The Investor understands that
     Investor may be required to bear the economic  risk  of
     Investor's  investment in the Company for an indefinite
     period of time.  The Investor further understands  that
     (i) neither the offering nor the sale of the Shares has been
     registered under the Securities Act or any applicable State
     Acts  in reliance upon exemptions from the registration
     requirements of such laws, (ii) the Shares must be held by
     he,  she or it indefinitely unless the sale or transfer
     thereof is subsequently registered under the Securities Act
     and any applicable State Acts, or an exemption from such
     registration requirements is available, (iii) except as set
     forth in the Registration Rights Agreement between  the
     Company and the Investor, the Company is under no obligation
     to register any of the Shares on the Investor's behalf or to
     assist the Investor in complying with any exemption from
     registration, and (iv) the Company will rely  upon  the
     representations and warranties made by the Investor in this
     Subscription Agreement in order to establish such exemptions
     from the registration requirements of the Securities Act and
     any applicable State Acts.

          (i)  Transfer Restrictions.  The Investor will not transfer
     any of the Shares unless such transfer is registered or
     exempt from registration under the Securities Act and such
     State Acts, and, if requested by the Company in the case of
     an exempt transaction, the Investor has furnished an opinion
     of counsel reasonably satisfactory to the Company that such
     transfer is so exempt.  The Investor understands and agrees
     that (i) the certificates evidencing the Shares will bear
     appropriate legends indicating such transfer restrictions
     placed upon the Shares, (ii) the Company shall have  no
     obligation to honor transfers of any of the  Shares  in
     violation of such transfer restrictions, and (iii)  the
     Company shall be entitled to instruct any transfer agent or
     agents for the securities of the Company to refuse to honor
     such transfers.

          (j)  Principal Address.  The Investor's principal residence,
     if  an individual, or principal executive office, if an
     entity,  is  set forth on the signature  page  of  this
     Agreement.

     5.   Further Assurances.  The parties hereto will, upon
reasonable  request, execute and deliver  all  such  further
assignments,  endorsements and other  documents  as  may  be
necessary  in  order  to  consummate  the  purchase  by  the
Investor of the Shares.

     6.   Registration Rights Agreement; Power of Attorney.  The
Investor  agrees  to  be bound by the terms  of  and  hereby
executes the Registration Rights Agreement among the Company
and  the purchasers of the Shares (the "Registration  Rights
Agreement").  By  signing  below, the  Investor  irrevocably
constitutes and appoints the Placement Agent as his, her, or
its  true  and lawful agent and attorney-in-fact  with  full
power  of substitution and full power and authority  in  the
Investor's name, place, and stead to execute and deliver the
Registration  Rights Agreement and to take such  actions  as
may  be  necessary or appropriate to carry out the terms  of
the  Registration  Rights Agreement. The power  of  attorney
hereby granted will be deemed coupled with an interest, will
be  irrevocable, and will survive and not be affected by the
Investor's   subsequent   death,  incapacity,   dissolution,
insolvency,  or termination or any delivery by the  Investor
of  an  assignment in whole or in part of  the  Shares.  The
Placement Agent may exercise the foregoing power of attorney
either  by signing separately or jointly as attorney-in-fact
for each or all of the subscribers in the offering of Common
Stock  by  the  Company  or  be a single  signature  of  the
Placement Agent acting as attorney-in-fact for all of  them.
The  Company  may rely and act upon any writing believed  in
good  faith  to  be  signed by the Placement  Agent  or  any
authorized  representative of the Placement Agent,  and  may
assume  that  all  actions of the Placement  Agent  and  any
authorized representative of the Placement Agent  have  been
duly  authorized  by  the Investor, and  the  Investor  does
hereby  agree  that, in the absence of gross  negligence  or
willful misconduct, the Company shall not be liable for  any
action so taken or omitted in reliance thereon, or any  loss
or injury resulting from such act or omission.

     7.   Entire Agreement; No Oral Modification.  This Agreement
contains the entire agreement among the parties hereto  with
respect  to  the  subject matter hereof and  supersedes  all
prior agreements and understandings with respect thereto and
may not be amended or modified except in a writing signed by
both of the parties hereto.

     8.   Binding Effect; Benefits.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their  respective  heirs, successors and  assigns;  however,
nothing in this Agreement, expressed or implied, is intended
to confer on any other person other than the parties hereto,
or  their  respective  heirs,  successors  or  assigns,  any
rights,  remedies, obligations or liabilities  under  or  by
reason of this Agreement.

     9.   Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to  be
an  original and all of which together shall be deemed to be
one and the same instrument.

     10.  Governing Law.  This Agreement shall be governed by,
and  construed and enforced in accordance with, the laws  of
the  State  of  Delaware.  Any judicial  proceeding  brought
against  either  of  the parties to this  agreement  or  any
dispute  arising out of this Agreement or any matter related
hereto may be brought in the courts of the State of Texas or
in  the  United  States  District  Court  for  the  Southern
District of Texas and, by its execution and delivery of this
agreement,   each  party  to  this  Agreement  accepts   the
jurisdiction of such courts.

     11.   Prevailing Parties.  In any action or  proceeding
brought to enforce any provision of this Agreement, or where
any  provision hereof is validly asserted as a defense,  the
prevailing  party  shall  be entitled  to  receive  and  the
nonprevailing   party  shall  pay  upon  demand   reasonable
attorneys' fees in addition to any other remedy.

     12.  Notices.  All communications hereunder shall be in
writing  and, if sent to you shall be mailed, delivered,  or
telegraphed and confirmed to an Investor at the address  set
forth on the signature page of this Agreement, or if sent to
the  Company, shall be mailed, delivered, or telegraphed and
confirmed  to  the Company, at 5900 S. Eastern  Ave.,  Suite
104,  Commerce, California 90040, Attention, Chief Executive
Officer.

     13.  Headings.  The section headings herein are included for
convenience  only and are not to be deemed a  part  of  this
Agreement.


     IN  WITNESS  WHEREOF, the parties hereto have  executed
this Agreement as of the date first written above.

                              INNOVO GROUP, INC., a Delaware
                              corporation



                              By:
                              Name:
                                   _________________________
                                   ___
                              Title:________________________
                                   _______



                              INVESTOR

                              ______________________________
                                   ______


                              By:


____________________________________
Print Name


____________________________________


____________________________________
Principal Residence or Executive Office

                                                  Exhibit B

CONFIDENTIAL

                  PURCHASER'S QUESTIONNAIRE

Innovo Group, Inc.
Attention: Marc B. Crossman, Chief Financial Officer
5900 S. Eastern Ave., Suite 104
Commerce, California 90040

     The information contained herein is being furnished to
you in order for you to determine whether the undersigned's
subscription to purchase a minimum of $25,000 of common
stock, $0.10 par value (the "Common Stock") of Innovo Group,
Inc., a Delaware corporation (the "Company"), may be
accepted by you pursuant to Sections 3(b), 4(2) and 4(6) of
the Securities Act of 1933, as amended (the "Securities
Act"), and Regulation D promulgated thereunder ("Regulation
D").  I understand that (i) the Company will rely upon the
information contained herein for purposes of determining the
availability of exemptions from the registration
requirements of the Securities Act and (ii) the issuance of
the Common Stock will not be registered under the Securities
Act in reliance upon such exemptions.

     All  information furnished is for the sole use  of  the
Company  and will be held in confidence by you, except  that
this  Questionnaire may be furnished to such parties as  the
Company's  counsel deems necessary or desirable to establish
compliance with federal or state securities laws.

    In  accordance with the foregoing, the undersigned makes
    the following representations and warranties:

    1.    (This  item  is  presented  in  alternative  form.
    Please  initial, in the space provided, the  alternative
    you select.)

            ALTERNATIVE ONE:  The undersigned has such  know
            ledge and experience in
            financial  and  business matters  so  as  to  be
            capable  of  evaluating the relative merits  and
            risks of an investment in the Common Stock;  the
            undersigned   is  not  utilizing   a   Purchaser
            Representative (as defined below) in  connection
            with  evaluating  such merits  and  risks.   The
            undersigned offers as evidence of knowledge  and
            experience  in  these  matters  the  information
            requested     below    on     this     Purchaser
            Questionnaire.

            ALTERNATIVE  TWO*: The undersigned  will  use  a
            representative(s) ("Purchaser
            Representative") acceptable to  the  Company  in
            connection    with   evaluating   a    potential
            investment    in   the   Common   Stock.     The
            undersigned  acknowledges  that  the   following
            person(s)    will   be   acting   as   Purchaser
            Representative(s) in connection with  evaluating
            the  merits  and risks of an investment  in  the
            Common Stock.

     List name(s) of Purchaser Representative(s):
     ________________________________________

     ________________________________________

     The  above-named Purchaser Representative(s) has (have)
     furnished  to  the  undersigned a  completed  Purchaser
     Representative  Questionnaire,  a  copy  of  which   is
     available       from       the       Company       upon
     request.  The undersigned and the above-named Purchaser
     Representative(s)  together  have  such  knowledge  and
     experience in financial and business matters that  they
     are  capable of evaluating the merits and risks  of  an
     investment in the Common Stock.

(*IF  YOU  HAVE  INITIALED ALTERNATIVE TWO,  THIS  PURCHASER
QUESTIONNAIRE MUST BE ACCOMPANIED BY A COMPLETED AND  SIGNED
PURCHASER REPRESENTATIVE QUESTIONNAIRE.)

2.   Except  as indicated below, any purchase of the  Common
     Stock   will   be  solely  for  the  account   of   the
     undersigned,  and  not  for the account  of  any  other
     person  or  with  a  view to any  resale,  division  or
     distribution thereof.

     (STATE "NO EXCEPTIONS" OR SET FORTH EXCEPTIONS AND GIVE
     DETAILS.  ATTACH ADDITIONAL PAGES IF NECESSARY.)



     _______________________________________________________
     _________________________

PART ONE:
INFORMATION REQUIRED OF EACH PROSPECTIVE PURCHASER:

1.   Name: --------------------------------------------
                    (Investor's exact name, as it should
                   appear in the records of the Company.)

2.   Address: -------------------------------------------

     ----------------------------------------------------

     Telephone                      FAX: ----------------
     number: -------------------

     Social   Security   or
     Taxpayer ID number:__________________________

 3.  Describe   any   preexisting   business   or   personal
     relationship  between  yourself  and  any  director  or
     officer of the Company:



 PART  TWO:  TO BE COMPLETED ONLY BY PROSPECTIVE  PURCHASERS
 WHO ARE NATURAL PERSONS

 4.Check  one of the following representations (a)  or  (b),
 IF APPLICABLE:

          (a)  My  individual net worth, or joint net  worth
              with my spouse, exceeds $1,000,000

          (b)  My  individual income (without my spouse) was
               in excess of  $200,000  in each of
               the  two  most  recent years or joint  income
               with  my spouse was in excess of $300,000  in
               each  of those years, and I reasonably expect
               an  income reaching the same income level  in
               the  current  year.   For  purposes  of  this
               Purchaser  Questionnaire,  individual  income
               means adjusted gross income, as reported  for
               federal income tax purposes, less any  income
               attributable  to  a  spouse  or  to  property
               owned   by   a  spouse,  increased   by   the
               following  amounts  (but  not  including  any
               amounts  attributable  to  a  spouse  or   to
               property  owned by a spouse): (i) the  amount
               of  any  tax exempt interest income received,
               (ii)  the  amount  of  losses  claimed  as  a
               limited  partner  in  a limited  partnership,
               (iii)  any  deduction claimed for  depletion,
               (iv)   deductions  for  alimony   paid,   (v)
               amounts  contributed  to  an  IRA  or   Keogh
               retirement  plan,  and  (vi)  any  amount  by
               which  income  from long-term  capital  gains
               has  been  reduced  in arriving  at  adjusted
               gross  income  pursuant to the provisions  of
               Section 1202 of the Internal Revenue Code.

 5.  Please describe your educational background:



 6.  Professional  licenses or registrations, including  bar
     admissions,   accounting  certification,  real   estate
     brokerage  licenses,  and SEC  or  state  broker-dealer
     registrations, if any:



 7.  Prior  employment, positions or occupations during  the
     past  five years (and the inclusive dates of each)  are
     as follows:

     Employment     or
     Occupation:

     Nature         of
     Responsibility:

     From - To:

 8.  The  undersigned  has previously purchased  securities,
     which  were sold in reliance upon the private  offering
     exemption from registration under the Securities Act:

     Yes                No

 9.  Please specify your investment objectives:

             Income           Other,
                              please
                              state:
             Appreciatio
             n

 10. Describe  what  type  of  prior  investments  you  have
     participated in and the amounts involved:

     Nature     of
     Investment:

     Amount
     Invested:
PART  THREE:   TO BE COMPLETED BY ALL PROSPECTIVE PURCHASERS  WHO
ARE NOT NATURAL PERSONS.

     12.    Type   of   Organization
     (partnership,      corporation,
     etc.):

     13.    Date   and   place    of
     organization:

     14. The undersigned is:

         (a)  (___) a bank as defined in Section 3(a)(2)  of  the
         Securities  Act, or any savings and loan association  or
         other  institution as defined in Section  3(a)(5)(A)  of
         the  Securities  Act acting in either an  individual  or
         fiduciary capacity;
          (___) a broker or dealer registered pursuant to Section
          15 of the Securities and Exchange Act of 1934;
       (___) 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;
          (___) an investment company registered under the
          Investment Company Act of 1940 or a business
          development company as defined in Section 2(a)(48) of
          that Act; or
          (___) an insurance company as defined in Section 2(13)
of the Securities Act of 1933;

         (b)  (___)  a  private business development  company  as
         defined   in   Section  202(a)(22)  of  the   Investment
         Advisers Act of 1940;

         (c)  (___) a corporation, partnership, limited liability
         company, Massachusetts or similar business trust, or  an
         organization  described  in  Section  501(c)(3)  of  the
         Internal  Revenue  Code,  not formed  for  the  specific
         purpose  of acquiring the securities offered with  total
         assets in excess of $5,000,000;

         (d)  (___)  any trust, with total assets  in  excess  of
         $5,000,000,  not  formed  for the  specific  purpose  of
         acquiring  the  securities offered,  whose  purchase  is
         directed by a sophisticated person as described  in  the
         rules and regulations of the Securities Act;

          (e)   (___) an employee benefit plan within the meaning
          of  the Employee Retirement Income Security Act of 1974
          if the investment decision is made by a plan fiduciary,
          as  defined  in Section 3(21) of such Act, which  is  a
          bank,   an  insurance  company,  a  savings  and   loan
          association, or a registered investment advisor;
                (___)  an employee benefit plan with total assets
          in excess of $5,000,000; or
         (___)  an  employee benefit plan that is a self-directed
         plan  (such  as  a  self-directed individual  retirement
         account  (IRA),  Keogh  or  SEP  plan)  with  investment
         decisions  made  solely by persons that  are  accredited
         investors; or

         (f)  (___)  an entity in which all of the equity  owners
         are  Accredited Investors as defined in Rule  501(a)  of
         Regulation  D.  Note: each equity owner must  submit  an
         individual Purchaser Questionnaire.

         (1)   List   all   equity
               owners    of    the
               entity:



         (2)   Type    of
               entity:


         1Attach   a   copy   of  the  entity's:    Articles   of
         5Incorporation  and  Directors'  Resolution  authorizing
         .the  investment, or Partnership or Trust Agreement,  if
     any.

REPRESENTATIONS AND WARRANTIES OF EACH PROSPECTIVE PURCHASER:

     The undersigned understands that the Company will be relying
on  the  accuracy  and  completeness  of  the  responses  to  the
foregoing questions and represents and warrants to the Company as
follows:

     (i)  The  answers  to the above questions are  complete  and
          correct  and  may  be relied upon  by  the  Company  in
          determining whether the undersigned meets the  investor
          suitability  requirements set forth in the  Memorandum,
          and  whether  the  offering in  which  the  undersigned
          proposes  to  participate is exempt  from  registration
          under   the   1933   Act  and  the  rules   promulgated
          thereunder;

     (ii) The undersigned will notify the Company immediately  of
          any  material  change  in  any  statement  made  herein
          occurring prior to the completion of the offering; and

     (iii)      The  undersigned has adequate means of  providing
          for   the  undersigned's  current  needs  and  personal
          contingencies,  has  no  need  for  liquidity  in   its
          investment in the Common Stock, and is able to bear the
          economic  risk of an investment in the Common Stock  of
          the  size contemplated.  In making this statement,  the
          undersigned at the present time could afford a complete
          loss of such investment.

IN WITNESS WHEREOF, I have executed this Purchaser Questionnaire
this ___ day of __________, 2003.


INDIVIDUALS:                               ENTITIES:


Print Name                      Print Name of Subscriber



Signature                       Authorized Signature



Signature (if Joint Tenants     Print Name of Signatory and
Or Tenants in Common)           Capacity in which Signed






                            Exhibit C

   (Filed as Exhibit 4.3 with the Company Form 10-q report for
                   the second quarter of 2003)

















































                            Exhibit D

   (Filed as Exhibit 4.3 with the Company Form 10-q report for
                   the second quarter of 2003)