Exhibit 10.4

                      LETTER OF INTENT



This Letter of Intent ("LOI") is entered into this 19th  day
of  May 2003, between            Joe's Jeans Inc. and  Joe's
Jeans  Japan  Inc.,  (hereinafter together  referred  to  as
"JOE'S");  and  Itochu  Corporation,  a  Japan  corporation,
(hereinafter  referred  to  as "ITOCHU"),  and  collectively
hereinafter shall be referred to as the "Parties".


  1.   NATURE OF INTENT

          JOE'S  is  the owner of certain marks "Joe's"  and
          "Joe's  Jeans"              (the "Marks").  ITOCHU
          has approached JOE'S and made an informal proposal
          in  respect  of  the use of the Marks  in  certain
          product  categories in Japan.  The  Parties  state
          their  intention to enter into discussions  and/or
          negotiations  with  a view to  a  possible  master
          distribution and licensing agreement (the  "Master
          Agreement") mutually beneficial to each party,  on
          terms  and  conditions  as  yet  undetermined   in
          detail.


  2.   PURPOSE

           The  purpose of a Master Agreement shall  be  the
following :

             A.   The importation, distribution and sale of certain
                products       (the "Imported Products") under the "Marks"
                as stated in Section 3 below.

             B.   The manufacture, distribution and sale of certain
                products      (the "Licensed Products") envisaged in an
                agreement.


  3.   SCOPE OF PRODUCTS

          3.i. Imported Products

                 a.   Mens apparel bottoms including jeans, other denim
                    products, twill pants, and lightweight cotton pants using
                    the Joe's and Joe's Jeans Marks.

                 b.   Womens apparel bottoms including jeans, other denim
                    products, twill pants, and lightweight cotton pants using
                    the Joe's and Joe's Jeans Marks.


          3.ii.     Licensed Products

               a.   Mens casual apparel :  tops and bottoms including
                 jeans, other denim products, twill pants, and lightweight
                 cotton pants, knitted and woven tops using the Joe's and
                 Joe's Jeans Marks.  This category excludes accessories.

               b.   Womens casual apparel :  tops and bottoms including
                 jeans, other denim products, twill pants, and lightweight
                 cotton pants, knitted and woven tops using the Joe's and
                 Joe's Jeans Marks.  This category excludes accessories.

          The above shall collectively be referred to as the
     "Products".


  4.   TERRITORY

          This LOI pertains to the non-exclusive manufacture
          of  the Licensed Products in the country of  Japan
          or  anywhere  in  the world, and pertains  to  the
          exclusive distribution in the country of Japan  of
          the   Imported  Products  and  Licensed   Products
          specifically mentioned in Section 3 of this LOI.


  5.   SALES AND ROYALTIES

          Projected sales, minimum sales, minimum royalties,
          minimum  purchases,  are to  be  negotiated.   The
          Parties   envisage   that  in   the   event   that
          a  three (3) year Master Agreement is agreed upon,
          the  minimum royalty rate on the Licensed Products
          as  specified in Section 3.ii.a. and 3.ii.b  above
          will be as follows :

          5.i. The  royalty rate for Licensed Products which
               are bottoms, will be six percent (6%).

          5.ii.      The  royalty rate for Licensed Products
               which are tops, will be five percent (5%).


  6.   GUARANTEED MINIMUM IMPORTED AMOUNTS

          ITOCHU agrees to import no less than the hereunder
          written  amounts of the Imported Products  at  FOB
          USA value :

               Year 1    (18 months)    :  1.5 Million USD
               Year 2  (12 months) :  2 Million USD
               Year 3    (12 months)    :  2.25 Million USD
  7.   LICENSED PRODUCTS

          ITOCHU agrees that it and/or its sub-licensee  (as
          may  be  approved  by JOE'S),  shall  not  in  any
          contract  year, manufacture or sell and distribute
          a unit quantity of Licensed Products exceeding the
          unit  quantity of Imported Products purchased from
          Joe's Jeans Inc.

          ITOCHU  agrees  that  it and/or  its  sub-licensee
          shall  commence the sale and distribution of  that
          portion of Licensed Products which is knitted  and
          woven tops, by no later than June 30, 2004.


  8.   TERM

          The term of a possible agreement would be a period
          of three (3) years, or otherwise, as may be agreed
          upon.


  9.   ADVERTISING

          ITOCHU  agrees  that  an amount  equivalent  to  a
          minimum  of three percent (3%) of annual wholesale
          sales shall be spent each year for advertising the
          brand.


  10.  INVENTORY

          ITOCHU  and/or its sub-licensee will purchase  the
          inventory   from  JOE'S,  within   the   hereunder
          mentioned considerations :

                 a.   Inventory which is in JOE'S current line of products
                    being sold shall be purchased by ITOCHU at Joe's Jeans Inc.
                    USA wholesale price minus twenty-five percent (25%).

                 b.   Defective goods/damaged goods returned by customers or
                    otherwise; will not be purchased.

                 c.   All other inventory shall be purchased at Joe's Jeans
                    Inc.  "cost", plus duty and freight to Tokyo warehouse.
                    Such   "cost" shall be mutually agreed upon between the
                    Parties.

                 d.     Inventory purchases will be a cash transaction.

          Any  inventory transacted in accordance with  this
          Section   10,  shall  have  no  bearing   on   any
          considerations mentioned in Section 6 and  Section
          7 hereof.
  11.  ACCOUNTS RECEIVABLE OF JOE'S JEANS JAPAN INC.

          This receivable will be collected by JOE'S in  due
          course   and  ITOCHU  has  no  obligation  related
          thereto.


  12.  EMPLOYEES OF JOE'S JEANS JAPAN INC.

          ITOCHU  will  make  its best  efforts  to  employ,
          either  itself or together with any approved  sub-
          licensee,  as  many employees  as  possible.   The
          following  circumstances will create an  exclusion
          from the undertaking :

                 a.   Agency or outside contract employees

                 b.   Employees who decline to be interviewed or unilaterally
                    decided not be hired

          Except   for   those  exclusions  mentioned,   the
          employees not hired will be subject to a severance
          consideration to be managed by JOE'S but  mutually
          agreed  upon  with  ITOCHU.   The  cost  of   such
          severance consideration will be equally shared  by
          JOE'S and ITOCHU.


  13.  DISCOUNT AND PAYMENT TERMS ON IMPORTED PRODUCTS

          Imported Products shall be paid for via letter  of
          credit  at sight, or via wire transfer within  ten
          (10)  days  of  FOB  ship date, whichever  payment
          method  may  be elected by Joe's Jeans  Inc.  from
          time to time.  In the event that wire transfer  is
          elected  as  method of payment, Joe's  Jeans  Inc.
          will  submit  a pro-forma invoice and an  accurate
          packing  list  related  to all  shipments  of  the
          Imported  Products to ITOCHU, no less  than  three
          (3) days prior to the anticipated FOB ship date.

          Joe's  Jeans  Inc. undertakes to  grant  ITOCHU  a
          discount of twenty-five percent (25%) off the  USA
          wholesale price of imported products.


  14.  PRICING STRUCTURE AND IMAGE

          The  Parties agree that the Products are a premium
          jean  and  prestige product sold under  the  JOE'S
          brand.  A discount of twenty-five percent (25%) is
          granted  on Imported Products, in order to  insure
          that ITOCHU will maintain the same prestige retail
          marketing  strategy as previously  established  by
          Joe's  Jeans  Japan Inc.  The standard  of  retail
          distribution  and  appropriateness  shall   follow
          those  currently  maintained by  JOE'S  in  Japan.
          ITOCHU acknowledges the high standard and prestige
          market positioning of the JOE'S brand in Japan.


  15.  DURATION OF THE LOI

          The   Parties  shall  exercise  every  effort   to
          complete   the  discussions  and  execute   formal
          agreements contemplated by this LOI as soon as  is
          practical.   If  no  formal agreements  have  been
          executed   by  June  20,  2003,  this  LOI   shall
          automatically   terminate   unless   extended   in
          writing, prior to that date, by mutual agreement.


  16.  CONFIDENTIALITY

          Each  party  and  its  directors,  employees   and
          representatives   shall  keep   confidential   the
          content of any discussions or negotiations between
          the  Parties  under this LOI and pertaining  to  a
          possible license agreement.


  17.  COSTS

          ITOCHU  and  JOE'S each will bear  its  own  costs
          pertaining  to  the signing of  this  LOI  and  in
          connection  with  the activities  contemplated  by
          this  LOI for the negotiation and finalization  of
          any formal agreements.


  18.   NON-BINDING AND ESSENTIAL CONDITIONS

          This LOI is merely indicative of the intentions of
          the  Parties  hereto  and  is  in  no  way  to  be
          considered  as a legally binding instrument.   The
          Parties   shall  only  become  bound   after   the
          negotiation and execution of a separate  agreement
          which   will   reflect  the  overall   terms   and
          conditions  related  to the  intentions  contained
          herein  and  if  and  when such definite  separate
          definitive  agreement  is prepared,  executed  and
          delivered by and between them and the transactions
          contemplated   thereby  are  approved   by   their
          respective Board of Directors and their designees.
          The  Parties  intend that only the  provisions  of
          Section  16, 17 and 20 shall constitute a  binding
          agreement between the Parties beyond the expiry of
          this LOI.







  19.  EXCLUSIVITY OF NEGOTIATIONS

          Until  such time as a party notifies the other  in
          writing  that it does not wish to proceed  further
          with the execution of an Agreement as contemplated
          by  this  LOI,  or until the expiry of  this  LOI,
          neither   party   shall  engage   in   discussions
          concerning  or  otherwise  supporting  a   similar
          Distribution or Licensing Agreement.


  20.   GOVERNING LAW

          The  laws  of  the  State of  California,  without
          regard to its principles of conflict of law, shall
          govern the interpretation of this LOI.


This LETTER OF INTENT is executed in the State of California
on the 19th day of     May 2003.




          /s/ Samuel Joseph Furrow, Jr.
          by :  Samuel Joseph Furrow, Jr.
          title/capacity :     CEO
          for :   JOE'S JEANS INC.





          /s/ Philip R. Foxwell
          by :  Philip R. Foxwell
          title/capacity : President
          for :   JOE'S JEANS JAPAN INC.








          /s/ Takeshi Kuhekawa
          by : Takeshi Kuhekawa
          title/capacity : Chief Operating Officer
          for :   ITOCHU CORPORATION