

                                                                       EXHIBIT Q

                                  JACLYN, INC.
                                 635 59th Street
                             West New York, NJ 07093


                                                           December 29, 1997

Mr. Robert Chestnov
602 Orchard Lane
Franklin Lakes, NJ 07417

Dear Mr. Chestnov:

           In  recognition  of and in  consideration  for,  among other  things,
services  rendered to Jaclyn,  Inc. (the  "Company") by you as its President and
Chief Executive Officer, the Board of Directors of the Company has determined to
grant to you, upon the terms and subject to the  conditions  set forth below,  a
restricted stock award of Twenty Thousand  (20,000) shares (the "Shares") of the
common  stock,  $1.00 par value  per  share,  of the  Company,  subject  to your
representations, warranties and agreements set forth below.

           1.         You  hereby   represent  and  warrant  that  you  (a)  are
acquiring  the  Shares  for  your  own  account  and  not  with  a  view  to the
distribution  of the Shares within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), (b) have no present agreement,  understanding or
arrangement to pledge, sell, assign, transfer or otherwise dispose of all or any
of the Shares,  (c) have adequate  means of providing for your current needs and
possible  future  contingencies  and have no need, and anticipate no need in the
foreseeable  future, to pledge,  sell, assign,  transfer or otherwise dispose of
all or any of the Shares.

           2.         You agree that you may not pledge, sell, assign,  transfer
or otherwise dispose of all or any of the Shares until January 1, 2000. You also
acknowledge  that the  Shares  have not been  registered  under  the  under  the
Securities  Act or any  state  securities  laws,  and  that  any  pledge,  sale,
assignment,  transfer or other disposition of the Shares by you may be made only
pursuant to a registration statement under the Securities Act which is effective
and current with respect to the sale of the Shares, or a specific exemption from
the  registration  requirements  of the  Securities  Act, and, in any event,  in
accordance with all applicable state  securities  laws.  Nothing herein shall be
construed as requiring  the Company to register the Shares under the  Securities
Act or to qualify or register the Shares under any applicable  state  securities
laws. Any attempted pledge, sale,  assignment,  transfer or other disposition of
any or all of the Shares in violation of this letter agreement shall be void and
of no force or effect.

           3.         In addition,  and  notwithstanding  anything herein to the
contrary,  if at any time the  Company  shall  determine  that  the  listing  or
qualification  of the Shares on any securities  exchange or under any applicable
law,  or the  consent  or  approval  of any  governmental  regulatory  body,  is
necessary or desirable as a condition  to, or in  connection  with,  the pledge,
sale,  assignment,  transfer or other disposition of the Shares,  the Shares may
not be pledged, sold, assigned, transferred or

           

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otherwise  disposed  of unless  same may be  effected  or  obtained  free of any
conditions not acceptable to the Company.

           4.         The Company may affix  legends upon the  certificates  for
the Shares and may issue such "stop transfer" instructions to its transfer agent
in  respect  of the  Shares as may be  necessary  or  appropriate  to  prevent a
violation of, or to perfect an exemption from, the registration  requirements of
the  Securities Act and any applicable  state  securities  laws, or to otherwise
effect the intent and purposes of this Agreement.

           5.         In the  event of a breach or  threatened  breach by you of
the  provisions  of this letter  agreement,  the Company shall be entitled to an
injunction  by any  court  or  tribunal  to  restrain  you  from  committing  or
continuing  any such  breach or  threatened  breach.  In any  proceeding  for an
injunction, you hereby agree that your ability to answer in damages shall not be
a bar or be  interposed as a defense to the granting of a temporary or permanent
injunction  against you. You also  acknowledge that the Company will not have an
adequate  remedy at law in the event of any such breach or threatened  breach by
you and that the Company may suffer  irreparable  damage and injury in the event
of such a  breach  or  threatened  breach.  Nothing  contained  herein  shall be
construed as prohibiting  the Company from pursuing any other remedy or remedies
available  to the Company in respect of such breach or  threatened  breach.  The
provisions  of this  paragraph  5 shall  survive  the  termination  of the  your
employment with the Company.

           6.         This  letter  agreement  may be  executed in any number of
counterparts,  each of which shall be deemed an original, but all of which, when
taken  together,  shall  constitute  one and the same  instrument.  This  letter
agreement  shall be governed by, and construed and enforced in accordance  with,
the laws of the State of New York,  without regard to principles of conflicts of
law.


           Please  acknowledge  your  agreement to the  foregoing by signing and
returning  this  Agreement to the Company.  Please  retain the attached copy for
your records.

                                              Very truly yours,

                                              JACLYN, INC.


                                              By: /s/ Allan Ginsburg
                                                 ----------------------
                                                 Allan Ginsburg, Chairman of the
                                                     Board



                                       -2-

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                             [Signatures Continued]


AGREED:


   /s/ Robert Chestnov
---------------------------
  Robert Chestnov

                                       -3-


