
                                                                     EXHIBIT 2.2
                                                                     -----------

                              CONSULTING AGREEMENT
                              --------------------


         CONSULTING AGREEMENT, made the 10th day of January, 2002, by and
between NATOOSH, LLC, New Jersey limited liability company ("Consultant") and
MARK NITZBERG ("Provider"), on the one hand, and JACLYN, Inc. ("Jaclyn"), on the
other.

                                R E C I T A L S:
                                - - - - - - - -

         A.    Provider is the principal of Consultant.

         B.    Provider is the sole shareholder of Max N. Nitzberg, Inc.
("MNNI").

         C.    Pursuant to an agreement, dated January 10, 2002, between
Provider and Jaclyn (the "Purchase and Sale Agreement"), Jaclyn is acquiring,
from Provider, all of the outstanding shares of MNNI (the "Shares").

         D.    MNNI is the sole shareholder of Topsville, Inc. ("Topsville")
and, until the Closing of the Purchase and Sale Agreement, Provider will be the
president of Topsville.

         E.    In order to preserve, protect and realize the value of Jaclyn's
investment in MNNI and Topsville, and in the property, assets, business and
goodwill that the Shares represent, Jaclyn needs Consultant, by way of Provider,
to provide services and assistance in respect of the conduct of Topsville's
business after the Closing of the Purchase and Sale Agreement ("Consulting
Services").

         F.    Provider has agreed to personally provide the Consulting Services
on behalf of Consultant.

NOW, THEREFORE, it is agreed as follows:

1.       Definitions. Capitalized terms have the meanings ascribed to them by
this Consulting Agreement and/or by the Purchase and Sale Agreement.

2.       Consulting Services. From the Closing Date of the Purchase and Sale
Agreement and until June 30, 2004 (the "Consulting Period"), Consultant shall
provide such Consulting Services as Jaclyn shall, in the reasonable exercise of
its business judgment, from time-to-time request. The Consulting Services shall
be of a similar nature to the services that Provider provided to Topsville prior
to the Closing. The Consulting Services shall be provided by Provider
personally. In that regard, Provider shall (subject to reasonably excusable
absence due to illness or personal matters) devote, on the average, thirty-five
(35) work hours per week, forty-eight 48) weeks per calendar year, to the

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performance of the Consulting Services. Provider shall, to the extent
practicable, coordinate the hours of the Consulting Services to coincide with
the regular business hours of Topsville. Except to the extent that they involve
travel, the Consulting Services shall, to the extent practicable, be rendered at
the current New York City offices of Topsville, or, if Topsville moves its
offices during the Consulting Period, then at such other location(s) in the
metropolitan New York City area as Jaclyn may reasonably request. Jaclyn shall
endeavor to provide an executive-type office for Provider to use in connection
with the performance of Consulting Services at the above location(s).

3.       Priority of Consulting Services. Except for the restrictions set forth
in the Purchase and Sale Agreement, Consultant and Provider may engage in other
business activities besides the Consulting Services, but only if such other
business activities (i) do not impinge upon or conflict with the coordinations
of hours and locations that are required by P. 3, (ii) do not impinge upon or
conflict with the travel requirements of P. 4, and (iii) do not become a
principal business activity of Consultant or Provider, it being understood and
agreed that, during the Consulting Period, Consultant's and Provider's priority
business activity and priority business responsibility shall be the Consulting
Services.

4.       Travel. The Consulting Services shall include such reasonable
business-related travel as Jaclyn deems advisable for or helpful to the conduct
of Topsville's business, including, but not limited to, domestic travel to
actual or potential customers of Topsville, foreign shopping trips (with or
without Topsville's customers) to aid in the selection or development of
product, and foreign trips which relate to the production of goods for
Topsville. Jaclyn shall reimburse Consultant for authorized air travel expenses
that it or Provider incurs in that regard, at the coach class rate for
business-related domestic travel and at the business class rate for
business-related travel outside North America. Jaclyn shall also reimburse
Consultant for other reasonable business-related travel and entertainment
expenses (documented and submitted for reimbursement) that it or Provider incurs
in that regard, in accordance with Provider's past practices when traveling on
Topsville-related business prior to the Closing. Reimbursement shall be made
within fourteen (14) days after the submission of properly documented vouchers
and expense records to Jaclyn. Consultant may, if the circumstances so warrant,
request a reasonable advance towards projected "on the ground" expenses that it
anticipates will be incurred in connection with reimbursable foreign travel
and/or business sample costs, and Jaclyn shall, after due consultation with
Consultant, provide a reasonable advance in that regard. Retention of any such
advance is subject to the same post-expense documentation support as
non-advanced reimbursable expenses.

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5.       Termination for Cause.
         ---------------------

         (a) Provider shall use his best efforts to perform the Consulting
         Services with the same degree of diligence and aptitude that he used in
         performing similar services for Topsville prior to the Closing. If
         Provider fails to do so, or if Consultant or Provider fails to comply
         with any reasonable request or directive of Jaclyn regarding the
         performance of the Consulting Services, Jaclyn may give Consultant
         written notice of such failing and how it should be corrected (if
         capable of correction) or, if incapable of correction, how it should be
         prevented in the future. If, within thirty (30) days after such notice,
         Consultant and Provider do not substantially correct a noticed failing
         that is capable of correction (or repeat it thereafter), or, if such
         noticed failing is incapable of correction within that 30-day period,
         fail, within the 30-day period, to reasonably and diligently correct
         the noticed failing as soon as possible and/or prevent its
         reoccurrence, then Jaclyn may, at its option, terminate this Consulting
         Agreement. Termination by Jaclyn under such circumstances shall be
         deemed a permissible termination for cause. Nothing contained herein
         shall be construed (A) as precluding Consultant from contesting the
         correctness of an assertion by Jaclyn (i) that Provider has not
         performed with the requisite degree of diligence and aptitude, (ii)
         that Consultant or Provider has failed to comply with a reasonable
         request or directive, (iii) that such failures have not been timely and
         substantially corrected (or, where applicable, that reasonable and
         diligent measures were not timely taken), or (iv) that such failures
         have been repeated, or (B) as precluding Jaclyn from opposing any such
         contest. In the event of legal proceedings concerning such a contest,
         the prevailing party in such legal proceedings shall recover from the
         other its reasonable costs and expenses in such legal proceedings,
         including its reasonable attorneys' fees. In the event Jaclyn is the
         prevailing party, it shall recover such costs, expenses and attorneys'
         fees from Consultant and Provider, jointly and severally, even if only
         one of Consultant or Provider made or opposed the contest.

         (b) If Consultant has knowingly made any materially false
         representation or warranty in the Purchase and Sale Agreement, Jaclyn
         may, at its option, terminate this Consulting Agreement. Termination by
         Jaclyn under such circumstances shall be deemed a permissible
         termination for cause. Termination by Jaclyn pursuant to the option set
         forth in this subdivision (b) can only be made within thirty (30) days
         after Jaclyn learns that a materially false representation or warranty
         was made to it; provided, however, that the 30-day period for
         exercising the option shall re-start in the event Jaclyn learns that a
         materially false representation or warranty, not previously known to
         it, was made to it.

         (c) If, in the course of performing the Consulting Services, Consultant
         knowingly makes any materially false statement to Jaclyn regarding
         something that materially impacts upon the business of Topsville, or
         knowingly conceals or in bad faith knowingly withholds from Jaclyn
         information that materially impacts upon the business of Topsville,
         Jaclyn may, at its option, terminate this Consulting Agreement.
         Termination by Jaclyn under such circumstances shall be deemed a
         permissible termination for cause.

         (d) If Jaclyn, without (i) terminating this Consulting Agreement as
         permitted in P. P. 5-6 or (ii) exercising its rights of setoff and/or
         recoupment under the Purchase and Sale Agreement, fails to pay

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         Consultant an amount that is rightfully due Consultant under this
         Consulting Agreement, Consultant shall give Jaclyn written notice of
         such payment default. If, within thirty (30) days after such notice,
         Jaclyn does not correct the noticed default, Consultant may, at its
         option, terminate this Consulting Agreement within ten (10) business
         days thereafter. Termination by Consultant under such circumstances
         shall be deemed a permissible termination for cause. Nothing contained
         herein shall be construed (A) as precluding Jaclyn from contesting the
         correctness of an assertion by Consultant (i) that Jaclyn has failed to
         pay an amount that is rightfully due or (iii) that such failure was not
         timely corrected, or (B) as precluding Consultant from opposing any
         such contest. In the event of legal proceedings concerning such a
         contest, the prevailing party in such legal proceedings shall recover
         from the other its reasonable costs and expenses in such legal
         proceedings, including its reasonable attorneys' fees. In the event
         Jaclyn is the prevailing party, it shall recover such costs, expenses
         and attorneys' fees from Consultant and Provider, jointly and
         severally, even if only one of Consultant or Provider made or opposed
         the contest.

         (e) If Jaclyn terminates this Consulting Agreement because of a
         material breach by Provider of the Purchase and Sale Agreement, or if
         Consultant terminates this Consulting Agreement because of a material
         breach by Jaclyn of the Purchase and Sale Agreement, and if the party
         asserting such material breach is ultimately sustained in that
         assertion by a judgment, final as to all appeals, then the termination
         of this Consulting Agreement by such party shall be deemed a
         permissible termination for cause.

         (f) Consultant specifically agrees that its rights to any payments
         under this Consulting Agreement are subject to Jaclyn's rights of
         setoff and/or recoupment under the Purchase and Sale Agreement and
         that, given the overall nature of the transactions among the parties,
         Jaclyn's exercise of rights of setoff and/or recoupment is warranted.

6.       Termination for Lack of Business. If, during any consecutive twelve
(12) month period following the Closing Date, Topsville does not actually
receive orders from its customers for the purchase of apparel (which orders are
accounted for substantially in the form and manner of SCHEDULE 8.5 to the
Purchase and Sale Agreement) in the amount of twenty-one million dollars
($21,000,000) or greater, Jaclyn may, at its option, terminate this Consulting
Agreement. Termination by Jaclyn under such circumstances shall be deemed a
permissible termination for lack of business. The fact that Jaclyn is entitled
to terminate this Consulting Agreement under such circumstances shall not be
construed as giving Jaclyn the right to seek damages from Consultant or Provider
for such lack of business.

7.       Base Compensation.
         -----------------

         (a) For the Consulting Services, Jaclyn shall pay Consultant a "base
         compensation" of thirty-three thousand eight hundred fifty-four and
         17/100 dollars ($33,854.17) for each calendar month of the Consulting
         Period, except that, for the month of January 2002 only, the "base
         compensation" shall be $33,854.17 plus the amount of cash in bank that

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         Topsville, MNNI and JGSL have immediately following the Closing. If
         this Consulting Agreement is (i) wrongfully terminated by Consultant or
         (ii) rightfully terminated by Jaclyn, "base compensation" shall only be
         paid to the date of termination, and, if such termination occurs before
         the end of a calendar month, the "base compensation" for that month
         shall be prorated accordingly.

         (b) The said monthly "base compensation" shall be paid on the fifteenth
         (15th) day of the calendar month, or if the fifteenth is not a business
         day, then on the first business day after the fifteenth. The first such
         payment shall be made on January 15, 2002, for the first calendar month
         of the term of the Consulting Period, even though Consultant is not
         providing Consulting Services for the entirety of that calendar month.
         Jaclyn shall not be entitled to any credit or offset for the days of
         that calendar month which preceded the beginning of the Consulting
         Period, it being the intention of the parties that the payment for that
         full calendar month constitutes a bonus payment. Unless this Consulting
         Agreement is (i) wrongfully terminated by Consultant or (ii) rightfully
         terminated by Jaclyn, the last such payment shall be made on June 15,
         2004. If this Consulting Agreement is wrongfully terminated by
         Consultant or rightfully terminated by Jaclyn before the end of a
         calendar month, but after the date that the "base compensation" payment
         for that month was made, Consultant shall promptly refund the
         overpayment for that month, pro-rata.

8.       Bonus Payments. In addition to the aforesaid "base compensation",
Jaclyn shall, under the conditions stated in thisP. 8, pay Consultant the
following "bonus" amounts:

         (a) If, for the period from July 1, 2002 through June 30, 2003, the Net
         Sales of Topsville at the Prescribed Margin Level exceed thirty-two
         million five hundred thousand dollars ($32,500,000), Consultant shall,
         on July 31, 2003, receive a bonus payment equal to four percent (4%) of
         those Net Sales at the Prescribed Margin Level which exceeded $32.5
         million.

         (b) If, for the period from July 1, 2003 through June 30, 2004, the Net
         Sales of Topsville at the Prescribed Margin Level exceed thirty-two
         million five hundred thousand dollars ($32,500,000), Consultant shall,
         on July 31, 2004, receive a bonus payment equal to four percent (4%) of
         those Net Sales at the Prescribed Margin Level which exceeded $32.5
         million.

         (c) If, for the applicable period under subdivision (a) or (b),
         Topsville's Net Sales exceed $32.5 million, and the overall profit
         margin is less than the Prescribed Margin Level (i.e., 22.5%) but is at
         least 20.5%, Consultant shall still receive a bonus payment, but a
         reduced one, in accordance with the following schedule:

               (i)    If the overall profit margin is at least 21.5% but is less
         than 22.5%, the bonus percentage shall be reduced from four percent
         (4%) to two percent (2%).

               (ii)   If the overall profit margin is at least 20.5% but is less
         than 21.5%, the bonus percentage shall be reduced from four percent
         (4%) to one percent (1%).

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               (iii)  There will be no bonus payment if Net Sales do not exceed
         the applicable threshold (i.e., $32.5 million) or if the overall profit
         margin is not at least 20.5%.

         (d) If, prior to June 30, 2003, this Consulting Agreement is terminated
         (i) by Consultant (whether pursuant P. 5(d) or otherwise) or (ii) by
         Jaclyn as provided in P. P. 5-6, the amount of the bonus payment, if
         any, that is payable on July 31, 2003, shall be prorated in accordance
         with that amount of the period July 1, 2002 - June 30, 2003 which
         preceded termination. If, prior to June 30, 2003, this Consulting
         Agreement is terminated (i) by Consultant (whether pursuant P. 5(d) or
         otherwise) or (ii) by Jaclyn as provided in P. P. 5-6, Consultant shall
         receive no bonus payment (or part thereof) that might otherwise be
         payable on July 31, 2004.

         (e) If, prior to June 30, 2004, this Consulting Agreement is terminated
         (i) by Consultant (whether pursuant P. 5(d) or otherwise) or (ii) by
         Jaclyn as provided in P. P. 5-6, the amount of the bonus payment, if
         any, that is payable on July 31, 2004, shall be prorated in accordance
         with that amount of the period July 1, 2003 - June 30, 2004 which
         preceded termination.

9.       Reservation of Rights.
         ---------------------

         (a) Except as provided in P. P. 5(d) and (e), none of the references to
         this Consulting Agreement being terminated by Consultant shall be
         construed as giving Consultant any right or option to terminate this
         Consulting Agreement prior to the end of the Consulting Period. If
         Consultant wrongfully terminates this Consulting Agreement, then, in
         addition to losing "base compensation" and "bonus compensation" as
         aforesaid, Consultant and Provider shall be jointly and severally
         liable for damages and/or such other remedies as law or equity may
         afford to Jaclyn for such a breach. If Consultant purports to terminate
         this Consulting Agreement pursuant to P. P. 5(d) or (e) and Jaclyn
         contests such conduct and is the prevailing party thereon, then, in
         addition to losing "base compensation" and "bonus compensation" as
         aforesaid, Consultant and Provider shall be jointly and severally
         liable for damages and/or such other remedies as law or equity may
         afford to Jaclyn for such conduct, including, but not limited to,
         reasonable attorneys' fees as provided herein.

         (b) Jaclyn's right to terminate this Consulting Agreement for cause as
         provided in P. 5 shall not be construed as giving Consultant any right
         or option to act in a manner which permits such termination. If
         Consultant does so act, then, in addition to losing "base compensation"
         and "bonus compensation" as aforesaid, Consultant and Provider shall be
         jointly and severally liable for damages and/or such other remedies as
         law or equity may afford to Jaclyn for such conduct, including, but not
         limited to, reasonable attorneys' fees as provided herein.

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         (c) Except as provided in P. P. 5-6, Jaclyn shall not have any right or
         option to terminate this Consulting Agreement prior to the end of the
         Consulting Period. If Jaclyn wrongfully terminates this Consulting
         Agreement, it shall be liable for damages, which shall be calculated as
         follows: (1) "base" and/or "bonus" compensation that was due but unpaid
         as of that termination date, plus (2) "base" and/or "bonus"
         compensation for the period after that termination date and up to the
         date that this Consulting Agreement would otherwise have terminated
         (the "Future Period"), (3) less all money that Provider (or a company
         of which Provider is principal) earns or will earn during the Future
         Period as an employee or for services rendered as an independent
         contractor.

10.      Limit on Recovery of Attorneys' Fees. It is only in the events
specified in P. P. 5(a) and (d) that the prevailing party shall be entitled to
recover all of its reasonable attorneys' fees. In all other instances in which
there is litigation concerning any alleged wrongful termination of this
Consulting Agreement or any alleged breach of this Consulting Agreement, the
prevailing party shall also be entitled to recover its reasonable attorneys'
fees, but only up to an aggregate maximum of twenty-five thousand dollars
($25,000). In the event Jaclyn is the prevailing party in such litigation, it
shall recover such attorneys' fees from Consultant and Provider, jointly and
severally, even if only one of Consultant or Provider was party to the
litigation.

11.      Stock Option.
         ------------

         (a) Jaclyn hereby grants to Consultant an option (the "Option") to
         purchase an aggregate of one hundred twenty thousand (120,000) shares
         of the common stock, $1.00 par value per share, of the Jaclyn ("Common
         Stock") at an exercise price which shall be equal to the closing price
         of that stock on the last date before the date of this Consulting
         Agreement on which that stock is reported (in the Wall Street Journal
         or similarly reputable publication) as having been publicly traded on
         the American Stock Exchange, such price being the fair market value (as
         hereinafter defined) per share of Common Stock on the date hereof. The
         Option is a nonstatutory stock option and is not intended to constitute
         an incentive stock option within the meaning of Section 422 of the
         Internal Revenue Code of 1986, as amended (the "Code").

         (b) The term of the Option shall be seven (7) years. Subject to earlier
         termination as provided in thisP. 11, the Option shall be exercisable
         as to forty thousand (40,000) shares of Common Stock on the date of
         this Consulting Agreement (the "First Tranche"), as to an additional
         forty thousand (40,000) shares of Common Stock on the first anniversary
         of that date (the "Second Tranche") and as to the remaining forty
         thousand (40,000) shares of Common Stock on the second anniversary of
         that date (the "Third Tranche"). The First Tranche, the Second Tranche
         and the Third Tranche are each sometimes hereinafter referred to herein
         as a "Tranche" and collectively, as the "Tranches"). The term of each
         Tranche shall be five (5) years from the first date such Tranche shall
         become exercisable hereunder (the First Tranche shall have a term

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         commencing on the date of this Consulting Agreement and ending on the
         fifth anniversary thereof, the Second Tranche shall have a term
         commencing on the first anniversary of this Consulting Agreement and
         ending on the sixth anniversary thereof, and the Third Tranche shall
         have a term commencing on the second anniversary of this Consulting
         Agreement and ending on the seventh anniversary thereof), and,
         accordingly, Consultant shall be entitled to exercise the Option as to
         each Tranche only during the applicable term of such Tranche, but, in
         no event, after the end of the applicable term of such Tranche. In no
         event may a fraction of a share of Common Stock be purchased or issued
         under the Option. Shares of Common Stock to be issued hereunder may
         consist, in whole or in part, of authorized but unissued shares of
         Common Stock or shares of Common Stock held in the treasury of Jaclyn.

         (c) The Option shall be exercised by giving written notice to Jaclyn at
         its then principal office, presently 635 59th Street, West New York,
         New Jersey 07093, Attention: Chief Financial Officer, stating that
         Consultant is exercising the Option, specifying the number of shares
         being purchased and the Tranche being exercised, and accompanied by
         payment in full of the aggregate purchase price therefor in cash or by
         certified check. Consultant shall not have the rights of a stockholder
         with respect to such shares until the date of issuance of a stock
         certificate to him for such shares. No adjustment shall be made for
         dividends (ordinary or extraordinary, whether in cash, securities,
         other property or otherwise) or distributions or other rights for which
         the record date is prior to the date any such stock certificate shall
         be issued.

         (d) Jaclyn may withhold cash, shares of Common Stock to be issued to
         Consultant, or a combination thereof, in the amount which Jaclyn
         determines is necessary to satisfy its obligation, if any, to withhold
         federal, state and local income taxes or other amounts incurred by
         reason of the grant, vesting, exercise or disposition of the Option or
         the underlying shares of Common Stock. Alternatively, Jaclyn may
         require Consultant to pay Jaclyn such amount in cash upon demand.

         (e) The Option shall not be exercisable by Consultant unless (a) a
         Registration Statement under the Securities Act of 1933, as amended
         (the "Securities Act"), with respect to the shares of Common Stock to
         be received upon the exercise of the Option shall be effective and
         current at the time of exercise or (b) there is an exemption from
         registration under the Securities Act for the issuance of the shares of
         Common Stock upon such exercise. Jaclyn may require, in its sole
         discretion, as a condition to the exercise of the Option, that
         Consultant execute and deliver to Jaclyn the Consultant's
         representations and warranties, in form, substance and scope
         satisfactory to Jaclyn, that Jaclyn determines is necessary or
         convenient to facilitate the perfection of an exemption from the
         registration requirements of the Securities Act, applicable state
         securities laws or other legal requirements, including without
         limitation, that the shares of Common Stock to be issued upon the
         exercise of the Option will be acquired by Consultant for his own
         account, for investment only and not with a view to the resale or
         distribution thereof. In order to induce Jaclyn to grant the Option,
         Consultant hereby represents and warrants to Jaclyn that, unless a
         Registration Statement under the Securities Act is effective and
         current at the time of each exercise of the Option with regard to the
         shares of Common Stock to be issued to him upon such exercise, the

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         shares of Common Stock to be issued upon the exercise of the Option
         will be acquired by Consultant for his own account, for investment only
         and not with a view to the resale or distribution thereof. Any
         subsequent resale or distribution of shares of Common Stock by
         Consultant shall be made only pursuant to (x) a Registration Statement
         under the Securities Act which is effective and current with respect to
         the sale of shares of Common Stock being sold, or (y) a specific
         exemption from the registration requirements of the Securities Act, but
         in claiming such exemption, Consultant shall, prior to any offer of
         sale or sale of such shares of Common Stock, provide Jaclyn (unless
         waived by Jaclyn) with a favorable written opinion of counsel, in form,
         substance and scope satisfactory to Jaclyn, as to the applicability of
         such exemption to the proposed sale or distribution. Nothing herein
         shall be construed as requiring Jaclyn to register the shares subject
         to the Option under the Securities Act or to keep any Registration
         Statement current or effective.

         (f) If at any time Jaclyn shall determine, in its sole discretion, that
         the listing or qualification of the shares of Common Stock subject to
         the Option on any securities exchange, The Nasdaq Stock Market, Inc.,
         or under any applicable law, or the consent or approval of any
         governmental regulatory body or other governmental authority, is
         necessary or desirable as a condition to, or in connection with, the
         issuance of shares of Common Stock hereunder, the Option may not be
         exercised in whole or in part unless such listing, qualification,
         consent or approval shall have been effected or obtained free of any
         conditions not acceptable to Jaclyn.

         (g) Jaclyn may endorse such legend or legends upon the certificates for
         shares of Common Stock issued upon exercise of the Option and may issue
         such "stop transfer" instructions to its transfer agent in respect of
         such shares as it determines, in its sole discretion, to be necessary
         or appropriate to (a) prevent a violation of, or to perfect an
         exemption from, the registration requirements of the Securities Act,
         applicable state securities laws or other legal requirements, or (b)
         implement the provisions of any agreement between Jaclyn and Consultant
         with respect to such shares of Common Stock.

         (h) In the event of any change in the outstanding Common Stock by
         reason of a stock dividend, recapitalization, merger in which Jaclyn is
         the surviving corporation, spinoff, split-up, combination or exchange
         of shares or the like which results in a change in the number or kind
         of shares of Common Stock which are outstanding immediately prior to
         such event, the aggregate number and kind of shares subject to the
         Option and the exercise price hereof may be appropriately adjusted by
         Jaclyn, whose determination shall be conclusive and binding on all
         parties. Such adjustment may provide for the elimination of fractional
         shares that might otherwise be subject to the Option without payment
         therefor. In addition, and without limiting the generality of the
         foregoing, in the event of any offer to holders of Common Stock
         generally relating to the acquisition of their shares, Jaclyn may make
         such adjustment in respect of the Option, including, in Jaclyn's sole
         discretion, revision of the Option and the rights of Consultant
         hereunder, so that it may be exercisable for the consideration payable
         in such transaction. The determinations of Jaclyn in respect of the
         foregoing shall be conclusive and binding.

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         (i) In the event of a proposed dissolution or liquidation of Jaclyn, or
         in the event of a proposed sale of all or substantially all of the
         assets of Jaclyn, or the merger of Jaclyn with or into another
         corporation or entity, Jaclyn may, as to outstanding options, (a) make
         appropriate provision for the protection of the Option by the
         substitution of an option to purchase appropriate stock or other
         securities or property of Jaclyn or of the merged, consolidated or
         otherwise reorganized corporation or other entity which will be
         issuable in respect to each share of Common Stock of Jaclyn, (b) upon
         written notice to an optionee, provide that all unexercised options, to
         the extent then exercisable, must be exercised within a specified
         number of days of the date of such notice or they, along with the
         Tranches, if any, that shall not yet be exercisable, will be
         terminated, or (c) take such other action in connection therewith as
         Jaclyn may deem necessary or convenient. In any such case, the board of
         directors of Jaclyn may, in its discretion, advance the lapse of any
         waiting or installment periods and exercise dates.

         (j) The grant of this Option shall not be construed as giving
         Consultant any right to be associated with Jaclyn or any of its
         subsidiaries or affiliates other than as set forth in this Consulting
         Agreement.

         (k) Consultant represents and agrees that he will comply with all
         applicable laws relating to the grant and exercise of the Option and
         the disposition of the shares of Common Stock acquired upon exercise of
         the Option, including without limitation, federal and state securities
         and "blue sky" laws.

         (l) The Option is not transferable by Consultant, and it shall
         automatically expire upon the death of Provider, except that, in the
         event of Provider's death, the Option may be exercised, to the extent
         it was exercisable on the date of such death, by Provider's executor,
         administrator or other person at the time entitled by law to exercise
         Consultant's rights under the Option, at any time within six months
         after Provider's death, but in no event after the expiration of the
         applicable term of the respective Tranches or the Option. Except to the
         extent provided above, the Option may not be assigned, transferred,
         pledged, hypothecated or disposed of in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process, and any such attempted assignment, transfer,
         pledge, hypothecation or disposition shall be null and void ab initio
         and of no force or effect.

         (m) Jaclyn shall have the authority, in its sole discretion, to make
         all determinations necessary or advisable relating to the Option. Each
         controversy or claim arising out of or relating to this P. 11 or the
         Option shall be determined by Jaclyn, which determination shall be
         conclusive and binding on Consultant. Neither Jaclyn nor any officer,
         director or employee of Jaclyn shall be liable for any action, failure
         to act or determination made in good faith with regard to the Option.

         (n) The provisions of this P. 11, and only this P. 11, shall be
         governed by and interpreted under the laws of the State of Delaware,
         without regard to the conflicts of law principles thereof. At Jaclyn's
         option, the provisions of this P. 11, and only this P. 11, may be
         enforced and/or adjudicated, without a jury, in a federal or state
         court located in Delaware.

                                      -10-
<PAGE>

12.      No Fringe Benefits. Consultant is an independent contractor with
Jaclyn. Except for the Option discussed in P. 11, neither Consultant nor
Provider shall receive any fringe benefits from Topsville, MNNI or Jaclyn, nor
shall they be entitled to any rights, privileges or entitlements that might
apply to employees of Topsville, MNNI or Jaclyn. Except as provided in this
Consulting Agreement, Neither Provider nor Consultant shall be subject to any
obligations that Jaclyn presently or in the future may impose on its employees,
except such obligations as are required by law.

13.      Protection of Information. Both during and after the Consulting Period,
and notwithstanding any termination of this Consulting Agreement, Consultant and
Provider shall hold in confidence, and shall not use for any purpose that is not
specifically authorized by Jaclyn, any and all trade secrets of Topsville, MNNI
and/or Jaclyn, as well as any and all other trade data of Topsville, MNNI and/or
Jaclyn which is not generally known outside of those companies. "Trade secret"
means "any formula, pattern, device or compilation of information which is used
in one's business, and which gives him an opportunity to obtain an advantage
over competitors who do not know or use it."

14.      Extension of Consulting Period. The parties hereto may, by written
amendment that is signed by all of them, extend the term of the Consulting
Period beyond June 30, 2004, on such terms and conditions as such an amendment
may provide.

15.      Death or Disability of Provider. It is an essential condition and
element of this Consulting Agreement that the Consulting Services be personally
provided by Provider. Accordingly, Consultant's "base" and "bonus" compensation
shall be prorated in the event of Provider's death, to the date of such death.
In the event Provider is disabled from fully performing the services required of
him hereunder, such compensation shall be prorated to account for any period of
such disability.

16.      Assignment. In the event MNNI transfers or liquidates all or a majority
of its shares in Topsville and/or in the event Jaclyn transfers or liquidates
all or a majority of its shares in MNNI (including, without limitation, causing
Topsville's business to be absorbed into Jaclyn itself), this Consulting
Agreement shall inure to the benefit of Jaclyn's assignees in that regard (which
may, in the event of absorption, be Jaclyn itself). To obtain such benefit, the
assignee(s) shall, in writing, assume the terms, conditions and obligations of
this Consulting Agreement. It is an essential condition and element of this
Consulting Agreement that the Consulting Services be personally provided by
Provider, and Consultant may not delegate its obligations hereunder in any way
that is inconsistent with that. Topsville and MNNI are intended third party
beneficiaries of this Consulting Agreement.

17.      Notices. Notices under P. 5(a) and P. 5(d) of this Consulting Agreement
shall be in writing and shall be deemed to have been given on the date when
personally delivered to an officer of the other party or when sent by confirmed
facsimile transmission to the number (and copy number) shown below; or, if sent
by commercial overnight delivery service, then one (1) business day after being

                                      -11-
<PAGE>

properly deposited for delivery by commercial overnight delivery service,
prepaid; or, if sent by U.S. mail, then three (3) business days after being
properly deposited in the United States mail, certified or registered mail,
postage prepaid, return receipt requested, and addressed as follows; unless and
until either of such parties notifies the other in accordance with this P. 17 of
a change of address or change of facsimile number:

         If to Jaclyn:            Jaclyn, Inc.
                                  635-59th Street
                                  West New York, New Jersey 07093
                                  Attention: Robert E. Chestnov
                                  Fax No.: (201) 868-6525


         With a copy to:          Robert J. Kaplan, Esq.
                                  15 Maiden Lane
                                  New York, New York 10038
                                  Fax No.: (212) 964-0867


         If to Consultant         Natoosh LLC
             or Provider:         86 Rock Road West
                                  Green Brook, New Jersey 08812
                                  Fax No.: (908) 769-7230

         With a copy to:          Philip Klein, Esq.
                                  Klein & Liss
                                  40 Park Avenue South
                                  12th Floor
                                  New York, New York 10016
                                  Fax No.: (212) 683-7737


18.      Counterparts; Headings. This Consulting Agreement may be executed in
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement. The
paragraph headings are inserted for convenience of reference only and shall be
disregarded in interpreting this Consulting Agreement.

                                      -12-
<PAGE>

19.      Severability. If any word, provision, clause or other part of this
Consulting Agreement, or the application thereof under certain circumstances, is
held invalid, or unenforceable, the remainder of this Consulting Agreement, or
the application of such word, provision, clause or other part under different
circumstances, shall not be affected thereby. In the event any word provision,
clause or other part of this Consulting Agreement shall be held invalid or
unenforceable, it shall be deemed modified, but only to the extent necessary to
make it lawful. To effect such modification, the said word, provision, clause or
other part shall be deemed deleted, added to and/or rewritten, whichever shall
most fully preserve the intentions of the parties as originally expressed
herein.

20.      Survival. Termination of this Consulting Agreement, whether by lapse of
time or otherwise, shall not be deemed to extinguish any representations,
warranties or other agreements contained herein which, by their nature or
purpose, should survive.

21.      Entire Agreement; Amendment; and Waivers. This Consulting Agreement and
the Purchase and Sale Agreement constitute the entire agreement between the
parties pertaining to the subject matter hereof, and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions of the
parties, whether oral or written. This Consulting Agreement may not be altered,
modified, terminated or discharged except by a writing signed by the party
against whom such alteration, modification, termination or discharge is sought
to be enforced. The failure (whether or not knowing and whether or not
prolonged) to take action against a breach or default under this Consulting
Agreement shall not be construed as a waiver of the right to take action against
such or a similar breach or default, it being understood that no waiver shall be
effective and no waiver is to be relied upon unless it be made in a writing
signed by the party charged with it.

22.      Governing Law. Except as provided in P. 11, this Consulting Agreement
shall be governed by and interpreted under the laws of the State of New York,
without regard to the conflicts of law principles thereof. Subject only to P.
11, any controversy arising out of or relating to this Consulting Agreement, or

                                      -13-
<PAGE>

any duty created thereby, shall be resolved without a jury in a federal or state
court located within the City of New York (and/or in any appellate court
therefrom) and in no other forum. The parties consent to jurisdiction in such
courts, waive any objection to such exclusive venue (except that Jaclyn reserves
its option under P. 11(n)), waive trial by jury, and agree that service of the
summons to such proceedings (and of any papers which may accompany it) shall be
deemed sufficient if made by certified mail, postage prepaid, addressed to the
parties' addresses as designated in or hereafter changed under P. 17. Service by
such method shall be deemed complete five (5) business days after such mailing.

         IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
as of the day and year first above written.

                                            JACLYN, INC.

                                            By: /s/ ROBERT CHESTNOV
                                                --------------------------------
                                            Name: Robert Chestnov
                                                  ------------------------------
                                            Title: President
                                                  ------------------------------

                                            NATOOSH, LLC

                                            By: /s/ MARK NITZBERG
                                                --------------------------------
                                            Name: Mark Nitzberg
                                                  ------------------------------
                                            Title:  President
                                                  ------------------------------

                                            PROVIDER

                                            /s/ MARK NITZBERG
                                            ------------------------------------
                                            MARK NITZBERG, individually

                                      -14-

