GUARANTEE

     THIS GUARANTEE (this "Guaranty") is made as of May  25,
2004  by  Innovo  Group  Inc., a Delaware  corporation  with
offices  at  5804 East Slauson Avenue, Commerce,  California
90040    (the  "Guarantor")  to  and  in  favor  of  Blondie
Rockwell, Inc., a Pennsylvania corporation, with offices c/o
Erving  Wonder/Sanctuary, 9255 Sunset Blvd., Suite 200,  Los
Angeles,  CA  90069  (the "Blondie"). All capitalized  terms
used but not otherwise defined herein shall have the meaning
ascribed  to  such  terms  in the Settlement  Agreement  (as
defined below).


                         WITNESSETH

      WHEREAS, Blondie  and Innovo Azteca Apparel,  Inc.,  a
California  corporation  ( "IAA")  are  entering  into  that
certain Settlement Agreement dated as of the date hereof (as
it  may  be  amended,  restated, supplemented  or  otherwise
modified from time to time, the "Settlement Agreement"); and

      WHEREAS,  it  is  a condition to the  closing  of  the
transactions  contemplated in the Settlement Agreement  that
Guarantor shall have executed and delivered this Guaranty to
Blondie;

     WHEREAS,   Guarantor  is  affiliated   with   IAA   and
acknowledges   that  the  transactions   provided   by   the
Settlement Agreement and resulting in IAA's Liabilities  are
in the best interests of Guarantor.


      NOW  THEREFORE, in consideration of the premises,  the
covenants  herein  contained and  other  good  and  valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby acknowledged, Guarantor hereby agrees as follows:

      1.   Guarantor hereby unconditionally and irrevocably,
guarantees  to Blondie the payment in full (and  not  merely
the  collection of) and performance of all IAA's Liabilities
(as  defined  below).  For all purposes  of  this  Guaranty,
"IAA's Liabilities" means IAA's prompt payment in full, when
due  or  declared due and at all such times, of all payments
due  and payable by IAA or which may arise from time to time
pursuant to and in accordance with the terms of (a) Sections
1,  5.2, 12 and 13 of the Settlement Agreement and (b) IAA's
obligation  to indemnify Blondie pursuant to Section  23  of
the Settlement Agreement, but only for Blondie's liabilities
to  third  parties  (other than wholly owned  affiliates  of
Blondie).

      2.    The obligations of Guarantor under this Guaranty
shall  be  absolute and unconditional, irrespective  of  the
genuineness, validity, regularity or enforceability  of  the
Settlement Agreement or any provision therein or  any  other
circumstances which might otherwise constitute  a  legal  or

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equitable discharge of a surety of Guarantor.  This Guaranty
and the obligations of the Guarantors hereunder shall not be
affected,  impaired or released by reason of  bankruptcy  or
insolvency of IAA or any of its affiliates or any  affiliate
of Guarantor.

      3.   The liability of the Guarantor hereunder shall in
no way be affected by (a) the release or discharge of IAA in
any    creditors'   receivership,   bankruptcy   or    other
proceedings,  (b) the impairment, limitation or modification
of  the liability of IAA or the estate of IAA in bankruptcy,
or of any remedy for the enforcement of IAA's said liability
under the Settlement Agreement, resulting from the operation
of   any   present  or  future  provision  of  the  National
Bankruptcy Act or other statute or from the decision in  any
court;  (c) the rejection or disaffirmance of the Settlement
Agreement  in any such proceedings; (d) except as  expressly
provided   herein,  the  assignment  or  transfer   of   the
Settlement  Agreement by IAA; (e) any  disability  or  other
defense  of  IAA,  or  (f)  the  cessation  from  any  cause
whatsoever of the liability of IAA.

      4.    Notwithstanding anything to the contrary herein,
the  liability  of  Guarantor under this Guaranty  shall  be
primary,  direct  and  immediate,  and  not  conditional  or
contingent  upon pursuit by Blondie of any remedies  it  may
have against IAA and/or any other party, with respect to the
Guaranty  or  the Settlement Agreement, whether pursuant  to
the  terms thereof, by law or pursuant to any other security
agreement  or guaranty.  Without limiting the generality  of
the  foregoing, Blondie shall not be required  to  make  any
demand  on IAA, and/or any other party, or otherwise  pursue
or  exhaust its remedies against IAA, before, simultaneously
with  or  after enforcing its rights and remedies  hereunder
against  Guarantor.   Any  one  or  more  successive  and/or
concurrent  actions  may  be  brought  hereon  against   the
Guarantor either in the same action or proceeding,  if  any,
brought  against IAA, and/or any other party, or in separate
actions,  as  often as Blondie, in its sole  direction,  may
deem advisable.

     5.   Guarantor hereby expressly waives: (i) presentment
and  demand  for  payment and protest  of  nonpayment;  (ii)
notices  of  acceptance of this Guaranty and of presentment,
demand  and  protest;  (iii) except as  otherwise  expressly
provided herein notice of any default hereunder or under the
Settlement  Agreement, and of all indulgences under  any  of
them; (iv) demand for observance, performance or enforcement
of  any  terms  and  provisions  of  this  Guaranty  or  the
Settlement Agreement; and (v) all other notices and  demands
otherwise  required  by  law which  Guarantor  may  lawfully
waive.  Guarantor also waives, but only if and to the extent
that  Guarantor  may lawfully do so, trial by  jury  in  any
action brought on or with respect to this Guaranty.  In  the
event that an attempt shall be made to enforce this Guaranty
by   suit  or  otherwise,  the  non-prevailing  party  shall
reimburse  the  prevailing  party,  upon  demand,  for   all
expenses   incurred  in  connection  therewith,   including,
without   limitation,   reasonable   attorney's   fees   and
disbursements.

      6.    The  undersigned agrees to pay, or cause  to  be
paid,  any  and  all  of the aforesaid amounts  strictly  in
accordance  with  the provisions of this  Guaranty  and  the
Settlement  Agreement, regardless of any law, regulation  or
decree  now or hereafter in effect which might in any manner

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affect  any  such  provision or  any  rights  thereunder  of
Blondie, or cause or permit to be invoked any alteration  of
time,  amount, currency or manner of payment of any and  all
obligations to pay money hereby guaranteed.

     7.   If Guarantor shall advance any sums to Blondie, or
if  Blondie  shall be or shall hereafter become indebted  to
Guarantor,  such sums and indebtedness shall be  subordinate
in  all  respects to the amounts then or thereafter due  and
owing  to  Blondie  under this Guaranty and  the  Settlement
Agreement  and  as  such  amounts become  due  and  payable.
Nothing   herein  contained  shall  be  construed  to   give
Guarantor  any  right  of subrogation in  and  to  Blondie's
rights under or interest in the Settlement Agreement.

      8.   No delay on the part of Blondie in exercising any
rights  hereunder  or  failure to exercise  the  same  shall
operate  as a waiver of such rights; no notice to or  demand
on  the  undersigned shall be deemed to be a waiver  of  the
obligations of the undersigned or of the right of Blondie to
take  further  action without notice or demand  as  provided
herein; nor in any event shall any modification or waiver of
the  provisions  of  this Guaranty be  effective  unless  in
writing,  nor shall any such waiver be applicable except  in
the specific instance for which given.

     9.   Guarantor hereby represents and warrants that (a)
Guarantor has power to enter into and perform this Guaranty;
(b) neither this Guaranty, the execution, delivery and
performance hereof, the performance of the agreements herein
contained nor the consummation of the transactions herein
contemplated will violate any statute, ordinance,
regulation, court order or decree or order or decree of any
other governmental authority or agency or any other
agreement or instrument to which Guarantor is subject, and
(c) this Guaranty constitutes a valid and binding obligation
of Guarantor enforceable against Guarantor in accordance
with its terms.

     10.   The  Guarantor hereby consents to submit  to  the
jurisdiction of the court located in the State of New  York,
County of New York for the adjudication of any dispute,  and
further  agrees that any process of such Court in connection
with   adjudication  of  such  dispute  may  be  served   by
registered  or  certified mail upon the Guarantor  and  that
such  service  shall be of the same force and effect  as  if
such process had been personally served upon the Guarantor.

      11.  All notices to be given hereunder shall be deemed
sufficiently served for all purposes hereunder  if  sent  to
the   respective  parties,  at  their  respective  addresses
provided for herein, by personal delivery, overnight mail or
by certified mail return receipt requested.

     12.  This Guaranty shall inure to the benefit of and be
enforceable  by Blondie and its successors and  assigns  and
shall  be  binding upon, and enforceable against, Guarantor,
its  successors and permitted assigns.  Guarantor shall  not
have the right to assign this Guaranty in any manner without
the prior written consent of Blondie.

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      13.  This Guaranty shall be governed and construed  in
accordance with the laws of the State of New York applicable
to  agreements made and to be performed entirely within such
state.


     14.     This  Guaranty may be executed in one  or  more
counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to be one and the same
instrument.  Facsimile copies of counterpart signature pages
shall  be deemed original counterpart pages for all purposes
hereunder.

     [remainder of page intentionally left blank,  signature
page to follow]

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      IN  WITNESS WHEREOF, Guarantor has duly executed  this
Guaranty as of the day and year first above written.



                              GUARANTOR:

                              INNOVO GROUP INC.


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




                              BLONDIE:

                              BLONDIE ROCKWELL, INC.


                               By: /s/ Troy Carter
                                  ----------------
                                   Name: Troy Carter
                                   Title: Authorized Signatory

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