Exhibit 4.3

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

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

Warrant No. __-____                    Number of Shares: ________
                                          (subject to adjustment)
Date of Issuance: June 30, 2003

                     INNOVO GROUP, INC.

                Common Stock Purchase Warrant


     THIS IS TO CERTIFY THAT, for value received, subsequent
to  December __, 2003, SANDERS MORRIS HARRIS INC.,  a  Texas
corporation  (the  "Registered Holder"),  or  its  permitted
assigns, is entitled to purchase from INNOVO GROUP, INC.,  a
Delaware corporation (the "Company"), at the place where the
Warrant  Office  designated  pursuant  to  Section  2.1   is
located, at a purchase price per share of $4.50 (as adjusted
pursuant  to  the  terms  of  this  Warrant,  the  "Exercise
Price"), 300,000 shares of duly authorized, validly  issued,
fully  paid and nonassessable shares of Common Stock,  $0.10
par value per share, of the Company, and is entitled also to
exercise the other appurtenant rights, powers and privileges
hereinafter set forth.  The number of shares of  the  Common
Stock  purchasable  hereunder and  the  Exercise  Price  are
subject to adjustment in accordance with Article III hereof.
This Warrant shall expire at 5:00 p.m., C.S.T., on June  30,
2008.

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

                          ARTICLE I

                     Exercise of Warrant

     1.1  Method of Exercise.  This Warrant may be exercised
by  the Registered Holder as a whole or in part from time to
time  subsequent to December __, 2003, until June __,  2008,
at which time this Warrant shall expire and be of no further
force  or effect; provided, however, that the minimum number
of Warrant Shares that may be purchased on a single exercise
shall  be  50,000  or the entire number of shares  remaining
available  for exercise hereunder, whichever  is  less.   To
exercise  this Warrant, the Registered Holder  or  permitted
assignees  of  all  rights  of the Registered  Holder  shall
deliver to the Company, at the Warrant Office designated  in
Section 2.1(a), a written notice in the form of the Purchase
Form  attached  as  Exhibit A hereto,  stating  therein  the
election   of  the  Registered  Holder  or  such   permitted
assignees of the Registered Holder to exercise this  Warrant
in  the manner provided in the Purchase Form, (b) payment in
full  of the Exercise Price (in the manner described  below)
for  all  Warrant Shares purchased hereunder, and  (c)  this
Warrant.   Subject  to  compliance with Section  3.1(a)(vi),
this Warrant shall be deemed to be exercised on the date  of
receipt by the Company of the Purchase Form, accompanied  by
payment for the Warrant Shares to be purchased and surrender
of  this Warrant, as aforesaid, and such date is referred to
herein  as the "Exercise Date."  Upon such exercise (subject
as  aforesaid), the Company shall issue and deliver  to  the
Registered Holder a certificate for the full number  of  the
Warrant   Shares   purchasable  by  the  Registered   Holder
hereunder, against the receipt by the Company of  the  total
Exercise  Price  payable  hereunder  for  all  such  Warrant
Shares,  (a) in cash or by certified or cashier's  check  or
(b)  if  the Common Stock is registered under the Securities
Exchange  Act of 1934, as amended (the "Exchange  Act"),  by
surrendering  Warrant Shares having a Current  Market  Price
equal  to  the Exercise Price for all the Warrant Shares  so
purchased.  The Person in whose name the certificate(s)  for
Common  Stock is to be issued shall be deemed to have become
a  holder  of  record of such Common Stock on  the  Exercise
Date.

      1.2   Net  Exercise.  Notwithstanding  any  provisions
herein  to  the contrary, if the Common Stock is  registered
under the Exchange Act, and the Current Market Price of  one
share of Common Stock is greater than the Exercise Price (at
the  date  of calculation as set forth below),  in  lieu  of
exercising  this Warrant by payment of cash, the  Registered
Holder  may  elect to receive Warrant Shares  equal  to  the
value  (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at  the
Warrant  Office together with the properly endorsed Purchase
Form  in  which event the Company shall issue the Registered
Holder  a  number  of  shares of Common  Stock  computed  as
follows:

                         X = Y(A-B)
                               A

Where:          X =  the number of shares of Common Stock to
          be issued to the    Registered Holder.
                     Y  =   the  number of shares of  Common
               Stock  purchasable under the Warrant  or,  if
               only  a  portion  of  the  Warrant  is  being
               exercised,  the portion of the Warrant  being
               canceled (at the date of such calculation)
                     A  =   the Current Market Price of  one
               share  of Common Stock (at the date  of  such
               calculation)
                     B =  Exercise Price (as adjusted to the
               date of such calculation)

     1.3  Fractional Shares.  No fractional shares of Common
Stock shall be issued upon exercise of this Warrant. Instead
of   any  fractional  shares  of  Common  Stock  that  would
otherwise  be  issuable upon exercise of this  Warrant,  the
Company  shall  pay  a cash adjustment in  respect  of  such
fractional interest equal to the fair market value  of  such
fractional interest as determined in good faith by the Board
of Directors.

     1.4  Termination. Notwithstanding any other provision of
this  Warrant,  the  right to exercise  this  Warrant  shall
terminate  upon the first to occur of (a) at  the  close  of
business  on  June __, 2008 or (b) the closing  date  of  an
Asset Transfer or Acquisition.


                         ARTICLE II

                  Warrant Office; Transfer

      2.1   Warrant Office.  The Company shall  maintain  an
office  for certain purposes specified herein (the  "Warrant
Office"),  which  office shall initially  be  the  Company's
office  at  5900  S.  Eastern  Ave.,  Suite  104,  Commerce,
California 90040, and may subsequently be such other  office
of  the Company or of any transfer agent of the Common Stock
in the continental United States of which written notice has
previously been given to the Registered Holder.  The Company
shall  maintain, at the Warrant Office, a register  for  the
Warrant  in  which  the Company shall record  the  name  and
address  of the Registered Holder, as well as the  name  and
address  of  each permitted assignee of the  rights  of  the
Registered Holder.

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

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

      2.4  Registration Rights.  The Company agrees (a) that
the  Warrant Shares shall be "Registrable Securities"  under
the  Registration Rights Agreement (the "Registration Rights
Agreement") between the Company and the purchasers of shares
of  Common Stock of the Company issued and sold pursuant  to
the  terms of the Placement Agent Agreement dated as of June
__, 2003, between the Company and Sanders Morris Harris Inc.
and (b) that the Registered Holder shall have the rights and
obligations of a Holder set forth on the Registration Rights
Agreement.

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

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

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

     "The  securities  represented by this certificate  have
     not  been registered under the Securities Act of  1933,
     as  amended,  or  the  securities  laws  of  any  state
     (collectively, the "Acts").  Neither the shares nor any
     interest  therein  may be offered,  sold,  transferred,
     pledged, or otherwise disposed of in the absence of  an
     effective  registration statement with respect  to  the
     shares  under all of the applicable Acts, or an opinion
     of  counsel satisfactory to Innovo Group, Inc.  to  the
     effect that such registrations are not required."

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

                         ARTICLE III

                  Anti-Dilution Provisions

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

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

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

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

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

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

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

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

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

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

      (c)   Statement Regarding Adjustments.   Whenever  the
Exercise  Price  shall be adjusted as  provided  in  Section
3.1(a), and upon each change in the number of shares of  the
Common  Stock  issuable upon exercise of this  Warrant,  the
Company  shall forthwith file, at the office of any transfer
agent  for this Warrant and at the principal office  of  the
Company,  a statement showing in detail the facts  requiring
such  adjustment and the Exercise Price and  new  number  of
shares   issuable  that  shall  be  in  effect  after   such
adjustment, and the Company shall also cause a copy of  such
statement  to be given to the Registered Holder.  Each  such
statement  shall be signed by the Company's chief  financial
or  accounting officer.  Where appropriate, such copy may be
given  in  advance and may be included as part of  a  notice
required  to  be  mailed  under the  provisions  of  Section
3.1(d).

     (d)  Notice to Holders.  In the event the Company shall
propose  to take any action of the type described in  clause
(iii)  or  (iv)  of Section 3.1(a), the Company  shall  give
notice to the Registered Holder, in the manner set forth  in
Section 6.6, which notice shall specify the record date,  if
any,  with  respect to any such action and  the  approximate
date  on  which such action is to take place.   Such  notice
shall  also  set  forth such facts with respect  thereto  as
shall be reasonably necessary to indicate the effect of such
action  (to the extent such effect may be known at the  date
of  such notice) on the Exercise Price and the number,  kind
or  class  of  shares or other securities or property  which
shall be deliverable upon exercise of this Warrant.  In  the
case  of  any  action which would require the  fixing  of  a
record  date,  such notice shall be given at least  10  days
prior to the date so fixed, and in case of all other action,
such  notice  shall be given at least 15 days prior  to  the
taking  of  such  proposed action.   Failure  to  give  such
notice, or any defect therein, shall not affect the legality
or validity of any such action.

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

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

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

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

                         ARTICLE IV

                        Terms Defined

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

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

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

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

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

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

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

     Exchange Act is defined in Section 1.1.

     Exercise Date is defined in Section 1.1.

     Exercise Price is defined in the Preamble.

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

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

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

     Registered Holder is defined in the Preamble.

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

     Trading Day is defined in Section 3.1(b).

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

     Warrant Office is defined in Section 2.1.

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

                          ARTICLE V

                   Covenant of the Company

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


                         ARTICLE VI

                        Miscellaneous

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

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

      6.3   Waiver and Amendment.  Any term or provision  of
this Warrant may be waived at any time by the party which is
entitled  to the benefits thereof, and any term or provision
of  this Warrant may be amended or supplemented at any  time
by  the written consent of the parties (it being agreed that
an  amendment  to or waiver under any of the  provisions  of
Article  III  of  this Warrant shall not  be  considered  an
amendment  of  the number of Warrant Shares or the  Exercise
Price).    No   waiver  by  any  party   of   any   default,
misrepresentation,  or  breach  of  warranty   or   covenant
hereunder,  whether intentional or not, shall be  deemed  to
extend    to    any    prior    or    subsequent    default,
misrepresentation,  or  breach  of  warranty   or   covenant
hereunder or affect in any way any rights arising because of
any prior or subsequent such occurrence.

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

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

      6.6  Notice.  Any notice or other document required or
permitted to be given or delivered to the Registered  Holder
shall  be  delivered at, or sent by certified or  registered
mail to such Registered Holder at, the last address shown on
the  books  of the Company maintained at the Warrant  Office
for  the registration of this Warrant or at any more  recent
address  of which the Registered Holder shall have  notified
the  Company  in  writing.   Any notice  or  other  document
required  or  permitted  to be given  or  delivered  to  the
Company, other than such notice or documents required to  be
delivered to the Warrant Office, shall be delivered  at,  or
sent  by certified or registered mail to, the office of  the
Company  at  5900  S.  Eastern Ave.,  Suite  104,  Commerce,
California 90040 or any other address within the continental
United  States  of America as shall have been designated  in
writing by the Company delivered to the Registered Holder.

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

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

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

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

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

     Dated: June 30, 2003

                                INNOVO GROUP, INC.



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



                          Exhibit A

                        PURCHASE FORM




To:  Innovo Group, Inc.                           Dated:


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

                              ____________________________





                              ______________________________
                              Name:_________________________
                              Title:________________________

                          Exhibit B

                         ASSIGNMENT

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




________________________________

Dated: ___________________, 200_