$250,000.00 Commerce, California February 7, 2003
FOR VALUE RECEIVED, the undersigned, Innovo Group Inc., a Delaware corporation ("Maker"), promises
to pay to the order of MARC CROSSMAN ("Payee"), the principal sum of Two Hundred Fifty Thousand and
No/100 ($250,000.00) Dollars, together with interest thereon as hereinafter set forth on the outstanding principal
balance hereof, payable at par without notice or grace in Commerce, California, or at such other location as
Payee may from time to time designate.
The indebtedness evidenced by this Promissory Note (the "Note") shall accrue interest, in arrears, at an annual
rate of eight percent (8%) per annum on the outstanding principal balance and such accrued interest shall be
payable in equal monthly installments on the first day of each and every succeeding month following execution of
this Note and thereafter until the Due Date, as defined herein, or any extension thereof. Interest accruing
hereunder shall be calculated based upon a three hundred sixty five (365) days' year and charged based upon the
actual number of days elapsed.
Both principal and any remaining unpaid accrued interest evidenced by this Note shall be due and payable,
without demand, on August 8, 2003, which may be made in whole or in part (the "Due Date"); provided,
however, Maker may, at its option and sole discretion, at any time prior to the Due Date, extend the date by
which both principal and any remaining unpaid accrued interest evidenced by this Note shall be due and payable,
without demand, until February 9, 2004, which may be made in whole or in part.
This Note may be prepaid at any time, in whole, or in part, without penalty or premium.
As an inducement for Payee to accept from Maker this Note and as collateral security for the payment of any
and all indebtedness and liabilities whatsoever of Maker to Payee as evidenced by this Note, the parties hereto
shall execute a certain Financing Statement, pursuant to which Maker shall gr