Exhibit 10.6

CIT Commerical Services   T:  213 613-2400
300 South Grand Avenue
Los Angeles, California 90071

                                                April 23, 2003



Joe's Jeans, Inc.
5804 East Slauson Ave.
Commerce, CA  90040

Ladies and Gentlemen:

Reference is made to  the  Factoring Agreement  between  us, dated
June 1, 2001, as supplemented and amended (herein the "Agreement").

Pursuant to mutual understanding, effective April 11, 2003, the
Agreement shall be amended as follows:

1. Delete sub-section 14.1 in its entirety and substitute with
the following new sub-section:

"14.1 Interest is charged as of the last day of  each month based
on the daily debit balances in your Funds In Use account for that
month, at a rate equal to the sum of one-quarter  of  one percent
(.25%) plus the Chase Prime  Rate (as hereinafter defined).   The
Chase Prime Rate is the  per  annum  rate  of  interest  publicly
announced by JPMorgan Chase Bank (or its successor) in  New York,
New York from time to time as its prime rate, and is not intended
to be the lowest rate of interest charged by JPMorgan  Chase Bank
to its borrowers. Any change in the rate of interest hereunder due
to a change in the Chase Prime Rate  will  take effect  as  of the
first of the month following such change in  the Chase Prime Rate.
Interest will be credited as  of the last day of  each month based
on the daily credit balances in your Funds in use account for that
month, at a  rate four  percent (4%) per annum  below  the   Chase
Prime Rate being used to calculate  interest for  the period.  All
interest is calculated on a 360 day year."

2. Delete sub-section 15.1 in its entirety and substitute with the
following new sub-section:

"15.1 For our services hereunder, you  will pay us a factoring fee
or charge of six-tenths  of one percent (.60%) of  the  gross face
amount  of all  Factor  Risk  Accounts  factored  with  us; and  a
factoring fee or charge of forty-tenths of  one  percent (.40%) of
the gross face amount  of all Client  Risk Accounts  factored with
us.  In addition, you will pay a fee of one-quarter of one percent
(1/4 of 1%) of the gross face amount  of  each  Account  for  each
thirty (30) day period or part thereof by which the  longest terms
of  sale  applicable  to  such  Account  exceed  ninety  (90) days
(whether as originally stated or as a result  of a change of terms
requested by you or the customer). For Accounts arising from sales
to customers located outside the fifty states of the United States
of America, you  will pay us  an  additional factoring  fee of one
percent (1%) of the  gross face amount of all such Accounts.   All
factoring fees or charges are due and charged to your account upon
our purchase of the underlying Account.  Commencing April 1, 2003,
in  no  event  shall  the  aggregate  of  the  factoring  fees  or
commissions payable to us hereunder for each year, or part thereof
("Period"), by you, Innovo, Inc. and  Innovo  Azteca Apparel, Inc.
each  under   separate   factoring   agreements   with   us   (the
"Agreements"), be less than $200,000.00.  The amount, if  any,  by
which  $200,000.00  exceeds   commissions   earned   on   accounts
receivable factored with us by you, Innovo, Inc. and Innovo Azteca
Apparel, Inc. for any Period, shall be charged  to  either of  the
aforementioned  accounts,  at  our  discretion,  pursuant  to  the
respective  Agreements with us as of the end of such Period."

3. The second sentence of sub-section 16.1 of the Agreement  shall
be deleted in its entirety  and replaced with  the  following  new
sentence:

 "Anniversary Date" shall mean June 30, 2005, and the same date in
each year thereafter."

The amendment proposal set forth in this letter will expire at 5:00
p.m. Pacific Daylight time on May 14, 2003, unless you execute this
letter and return it to CIT  prior  to  that  time (which may be by
facsimile transmission).

If the foregoing is in  accordance with  your  understanding of our
agreement, please so indicate by  signing in  the  place and manner
provided below.

Sincerely yours,	             Agreed and Accepted:

THE CIT GROUP/                       JOE'S JEANS, INC.
COMMERCIAL SERVICES, INC.

By: /s/ Kulwant Kaur                 By: /s/ Samuel Jospeh Furrow, Jr.
Title: Account Executive             Title:CEO