<SUBMISSION>
<ACCESSION-NUMBER>0000910680-03-000488
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20030516
<GROUP-MEMBERS>ALLAN GINSBURG
<GROUP-MEMBERS>HOWARD GINSBURG
<GROUP-MEMBERS>ROBERT CHESTNOV
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>JACLYN INC
<CIK>0000052969
<ASSIGNED-SIC>3100
<IRS-NUMBER>221432053
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-11749
<FILM-NUMBER>03707992
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
<PHONE>2018689400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5801 JEFFERSON STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GINSBURG ABE
<CIK>0001052472
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O JACLYN INC
<STREET2>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
<PHONE>2127046393
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>JACLYN INC
<STREET2>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sch13da_05122003.txt
<DESCRIPTION>AMD. NO. 9 (05/12/2003)
<TEXT>
                                                   -----------------------------
                                                             OMB APPROVAL
                                                   -----------------------------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 9)

                                   JACLYN, INC
                      -------------------------------------
                                (Name of Issuer)

                     Common Stock, $1.00 par value per share
                     --------------------------------------
                         (Title of Class of Securities)

                                   469772 10 7
                                   -----------
                                 (CUSIP Number)

                              William D. Freedman, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  May 12, 2003
                     ---------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  2 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Abe Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        873
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      195,359

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,215,416
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        49.3%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  3 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Allan Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        124,138
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      128,993

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,281,948
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        50.5%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  4 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Robert Chestnov
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        66,941
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      157,932

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,320,626
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        51.2%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  5 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Howard Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        113,277
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      127,009

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,281,948
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        50.5%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

                                                              Page 6 of 12 pages


                 AMENDMENT NO. 9 TO JOINT FILING ON SCHEDULE 13D

                                       OF

            THE JACLYN, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

                                       AND

        ABE GINSBURG, ALLAN GINSBURG, ROBERT CHESTNOV AND HOWARD GINSBURG

                          WITH RESPECT TO JACLYN, INC.

          The  following  information  supplements  and amends  the  information
contained in the joint  statement on Schedule 13D dated  February 29, 1988 filed
by the Jaclyn, Inc. Employee Stock Ownership Plan and Trust ("Trust") and by Abe
Ginsburg, Allan Ginsburg,  Robert Chestnov and Howard Ginsburg,  Trustees of the
Trust, relating to the Common Stock, $1.00 par value per share ("Common Stock"),
of  Jaclyn,  Inc.,  as  amended  to  date  (as  so  amended,  the  "Statement").
Capitalized  terms used herein which are defined  terms in the  Statement  shall
have the same meanings  herein as in the Statement  unless  otherwise  expressly
defined herein.

1.        Item 4 of the Statement is hereby amended as follows:

          The third  paragraph of Item 4 of the Statement is hereby  amended and
restated in its entirety to read as follows:

          "Messrs.  Abe Ginsburg,  Allan  Ginsburg,  Robert  Chestnov and Howard
Ginsburg  are parties to a second  amended and restated  stockholders  agreement
dated as of May 12,  2003 by and among the  Corporation,  such  individuals  and
certain other  stockholders of the Corporation (the  "Stockholders  Agreement").
The Stockholders  Agreement,  among other things, entitles Messrs. Abe Ginsburg,
Allan  Ginsburg,  Robert  Chestnov and Howard  Ginsburg,  in their capacity as a
Stockholders'  Committee  (in such  capacity,  collectively,  the  "Stockholders
Committee"),  acting  by the vote of at least  two-thirds,  or by the  unanimous
written  consent,  of the members of the Stockholders  Committee,  to direct the
voting  of  the  shares  of  Common  Stock  owned  by  the  stockholders  of the
Corporation  who are signatories to the  Stockholders  Agreement with respect to
all  matters  submitted  to  stockholders  of the  Corporation  at any annual or
special  meeting of  stockholders  of the  Corporation  or pursuant to a written
consent  in lieu  thereof.  At May 12,  2003,  the  Stockholders  Committee  was
entitled,  pursuant  to the  Stockholders  Agreement,  to  direct  the vote with
respect to 1,088,407 shares of Common Stock (44.2%)."


<PAGE>

                                                              Page 7 of 12 pages

2.        Item 5 of the  Statement is hereby  amended in its entirety to read as
          follows:

"Item 5.  Interest in Securities of the Issuer.
          -------------------------------------

          At May 12, 2003, the Trust was the beneficial  owner of 104,355 shares
of Common Stock,  representing  4.2% of the outstanding  shares of Common Stock.
Each  employee  who is a  participant  in the Trust is  entitled  to direct  the
Trustees as to the voting of shares  allocated  to his account  under the Trust.
Under the Trust,  the Trustees are required to vote shares of Common Stock which
are not  allocated to the account of  participants  in the same  proportion  and
manner as allocated  shares are voted by  participants.  The Trustees  share the
power to dispose of the shares of Common Stock owned by the Trust.

          At May 12, 2003, the Trustees were the beneficial  owners of shares of
Common Stock as indicated below.

          (a) Abe Ginsburg  beneficially  owned 1,215,416  shares.  Mr. Ginsburg
shared  power to direct the voting as to all such shares,  had sole  dispositive
power as to 873 of such  shares  and shared  dispositive  power as to 195,359 of
such  shares.  The  1,215,416  shares  include  (i)  65,769  shares  owned  by a
charitable foundation in which Mr. Ginsburg serves as a director and officer and
with respect to which he shares  dispositive power, (ii) 2,581 shares owned by a
charitable foundation in which Mr. Ginsburg serves as a director and officer and
with respect to which he has sole dispositive  power,  (iii) 22,654 shares owned
by the Corporation's  Pension Plan, of which Mr. Ginsburg serves as a co-trustee
and with  respect  to which he  shares  voting  and  dispositive  power and (iv)
1,088,407  shares with respect to which Mr.  Ginsburg shares power to direct the
voting pursuant to the Stockholders Agreement. Mr. Ginsburg disclaims beneficial
ownership of the shares referred to in clauses (i), (ii), (iii) and 1,019,184 of
the shares described in clause (iii) above.

          Mr.  Ginsburg  shares  dispositive  power  with  respect to the 65,769
shares of Common Stock referred to in clause (i) with Mrs. Sylvia Ginsburg. Mrs.
Ginsburg's  residence  address is 1512  Palisade  Avenue,  Fort Lee,  New Jersey
07024.  Mr. Ginsburg  shares voting and  dispositive  power of the 22,654 shares
referred  to in  clause  (ii)  with  Messrs.  Allan  Ginsburg,  Chairman  of the
Corporation,  Robert  Chestnov,  President  and Chief  Executive  Officer of the
Corporation,  and  Howard  Ginsburg,  Vice-Chairman  of  the  Corporation,  each
co-trustees  of the  Corporation's  Pension  Plan.  During the past five  years,
Sylvia  Ginsburg  has not been  convicted  in a criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors)  or have been a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction as a
result of which any of them were or are subject to a  judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject  to,  federal or state  securities  laws or finding any  violation  with
respect to such laws. Sylvia Ginsburg is a United States citizen.

          (b) Allan Ginsburg  beneficially  owned 1,281,948 shares. Mr. Ginsburg
has sole dispositive power as to 124,138 of such shares,  shared power to direct
the voting as to  1,215,416  of such shares and shared  dispositive  power as to
128,993 of such shares.  The

<PAGE>

                                                              Page 8 of 12 pages

1,290,416  shares  include (i) 29,884  shares held by him as a custodian for his
children, (ii) 10,769 shares owned by his wife, (iii) 22,654 shares owned by the
Corporation's Pension Plan, of which he serves as co-trustee and with respect to
which he shares  voting and  dispositive  power,  (iv) 8,468 shares owned by the
Trust and  allocated  to his account  thereunder,  (v) 1,984  shares  owned by a
charitable foundation in which Mr. Ginsburg serves as an officer and trustee and
with respect to which he shares voting and dispositive power, (vi) 75,000 shares
which Mr. Ginsburg may acquire pursuant to presently  exercisable stock options,
and (vii) 1,088,407 shares (including the shares described in clauses (i), (ii),
(iv) and (v) above) with  respect to which Mr.  Ginsburg  shares power to direct
the voting  pursuant  to the  Stockholders  Agreement.  Mr.  Ginsburg  disclaims
beneficial  ownership of the shares referred to in clauses (i), (ii), (iii), (v)
and 985,685 of the shares described in clause (vii) above.

          Mr. Ginsburg  shares voting and dispositive  power of the 1,984 shares
referred to in clause (v) with Mrs. Carolyn Ginsburg.  Mrs. Ginsburg's residence
address is 77 Pine Terrace,  Demarest,  New Jersey  07627.  During the past five
years,  Carolyn  Ginsburg  has  not  been  convicted  in a  criminal  proceeding
(excluding traffic violations or similar  misdemeanors) nor has she been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction as a result of which she was or is subject to a judgment, decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Carolyn Ginsburg is a United States citizen.

          (c) Robert Chestnov  beneficially owned 1,320,626 shares. Mr. Chestnov
has shared  power to direct  the voting as to  1,215,416  of such  shares,  sole
dispositive power as to 66,941 of such shares and shared dispositive power as to
157,932 of such shares.  The 1,331,577  shares include (i) 27,423 shares held of
record by him as co-trustee of a trust, (ii) 372 shares owned by his wife, (iii)
6,906 shares held of record by his wife as custodian  for their  children,  (iv)
22,654  shares owned by the  Corporation's  Pension  Plan, of which he serves as
co-trustee and with respect to which he shares voting and dispositive power, (v)
10,951 shares owned by the Trust and allocated to his account  thereunder,  (vi)
3,500 shares owned by a charitable foundation in which Mr. Chestnov serves as an
officer and  director  with  respect to which he shares  voting and  dispositive
power,  (vii) 116,161 shares with Mr. Chestnov may acquire pursuant to presently
exercisable  stock options,  and (viii) 1,088,407  shares  (including the shares
described in clauses (i), (ii), (iii), (v) and (vi) above) with respect to which
Mr.  Chestnov  shares  power to direct the voting  pursuant to the  Stockholders
Agreement. Mr. Chestnov disclaims beneficial ownership of the shares referred to
in clauses (i), (ii), (iii), (iv), (vi) and 1,010,515 of the shares described in
clause (xi) above.

          Mr.  Chestnov  shares  dispositive  power  with  respect to the 27,423
shares referred to in clause (i) and the 3,500 shares referred to in clause (vi)
with Mr. Richard Chestnov, a private investor, with a residence address at 17142
Whitehaven Drive, Boca Raton, Florida 33496. Richard Chestnov is also a director
of the  Corporation.  During the past five years,  Richard Chestnov has not been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors) or a party to a civil  proceeding of a judicial or  administrative
body of

<PAGE>

                                                              Page 9 of 12 pages

competent  jurisdiction as a result of which he was or is subject to a judgment,
decree or final order  enjoining the future  violations  of, or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation  with  respect  to such  laws.  Richard  Chestnov  is a United  States
citizen.

          (d) Howard Ginsburg  beneficially owned 1,281,948 shares. Mr. Ginsburg
has  shared  power to  direct  the  voting of  1,215,416  of such  shares,  sole
dispositive power as to 113,277 of such shares,  and shared dispositive power as
to 127,009 of such shares.  The 1,331,577  shares include (i) 55,114 shares held
of record by him as  custodian  for his minor  children,  with  respect to which
shares he disclaims beneficial ownership,  (ii) 10,951 shares owned by the Trust
and  allocated to his account with respect  which he has the right to direct the
vote, (iii) 22,654 shares owned by the  Corporation's  Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and  dispositive
power,  (iv) 116,161 shares which Mr. Ginsburg may acquire pursuant to presently
exercisable  stock  options,  and (v)  1,008,407  shares  (including  the shares
described  in clauses  (i) and (ii) above)  with  respect to which Mr.  Ginsburg
shares power to direct the voting pursuant to the  Stockholders  Agreement.  Mr.
Ginsburg  disclaims  beneficial  ownership  of the shares  referred to in clause
(iii) and 1,021,776 of the shares described in clause (v) above.

          There is included in the aggregate share ownership of each Trustee the
shares of Common Stock owned by the Trust.

          Under certain  circumstances set forth in the Trust, the Corporation's
Board of Directors may direct the payment of dividends on shares of Common Stock
owned by the Trust that have been  allocated  to the  accounts of  participating
employees. Except as set forth in the Trust, and the shares of Common Stock with
respect to which the  Trustees  share  dispositive  power as  described  in this
Statement,  no other  person has the right to receive or the power to direct the
receipt  of  dividends  from,  or the  proceeds  from the sale of, the shares of
Common Stock beneficially owned by the Trustees and the Trust.

          None of the Trust nor the Trustees have effected any  transactions  in
Common Stock during the past sixty days."

3.        Item 6 of the  Statement is hereby  amended in its entirety to read as
          follows:

"Item 6.  Contracts,  Arrangements,  Understandings or Relationships With
          Respect to Securities of the Issuer.
          ---------------------------------------------------------------

          There are no contracts, arrangements,  understandings or relationships
(legal or  otherwise)  among the  Trustees and the Trust or between the Trustees
and/or the Trust and any other  person  with  respect to any  securities  of the
Corporation,  including  but not  limited  to  transfer  or voting of any of the
securities,  finder's fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  or profits,  division  of profits or loss,  or the giving or

<PAGE>

                                                             Page 10 of 12 pages

withholding  of  proxies,  except for (a) the Trust,  (b) the letter  agreements
dated  February  15, 1994 between the Trust and each of Robert  Chestnov,  Allan
Ginsburg and Howard  Ginsburg  relating to the sale by each of them to the Trust
of 30,000,  20,000 and 10,000  shares of Common Stock,  respectively,  (c) stock
option  contracts  dated as of December  21,  1993 and July 1, 1996  between the
Corporation  and Robert  Chestnov  with respect of the grant of stock options by
the Corporation,  (d) the Stockholders Agreement, (e) the Jaclyn, Inc. Employees
Pension  Trust,  (f) a letter  agreement  dated  December  29, 1997  between the
Corporation  and Robert Chestnov  relating to the grant of the Restricted  Stock
Award,  (g) stock option  contracts dated April 20, 1999 between the Corporation
and each of Robert  Chestnov,  Allan  Ginsburg  and Howard  Ginsburg,  (h) stock
option  contracts  dated  December 6, 2000 between the  Corporation  and each of
Robert  Chestnov,  Allan  Ginsburg  and  Howard  Ginsburg  and (i) stock  option
contracts  dated  July 8,  2002  between  the  Corporation  and  each of  Robert
Chestnov, Allan Ginsburg and Howard Ginsburg."

          Item 7 of the Statement is hereby  amended by adding the following new
paragraphs S, T and U at the end thereof.

          S.  Stock  Option   Contracts  dated  December  6,  2000  between  the
Corporation and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.

          T. Stock Option  Contracts  dated July 8, 2002 between the Corporation
and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.

          U. Second Amended and Restated Stockholders Agreement by and among the
Corporation and certain stockholders of the Corporation."



<PAGE>

                                                             Page 11 of 12 pages

                                   SIGNATURES

          After  reasonable  inquiry and the best of their knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.

Dated:   May 15, 2003



                                               /s/ Abe Ginsburg
                                               -------------------
                                               Abe Ginsburg


                                               /s/ Allan Ginsburg
                                               -------------------
                                               Allan Ginsburg


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


                                               /s/ Howard Ginsburg
                                               -------------------
                                               Howard Ginsburg


<PAGE>

                                                             Page 12 of 12 pages

                                  EXHIBIT INDEX


EXHIBIT                                                                     PAGE
NUMBER             DESCRIPTION                                            NUMBER
------             -----------                                            ------

    S             Stock  Option  Contracts  dated  December 6, 2000  between the
                  Corporation  and each of Robert  Chestnov,  Allan Ginsburg and
                  Howard Ginsburg.

    T             Stock  Option   Contracts  dated  July  8,  2002  between  the
                  Corporation  and each of Robert  Chestnov,  Allan Ginsburg and
                  Howard Ginsburg.

    U             Second  Amended and  Restated  Stockholders  Agreement  by and
                  among  the  Corporation   and  certain   stockholders  of  the
                  Corporation.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>xs-sch13da_05122003.txt
<DESCRIPTION>EXHIBIT S
<TEXT>








                                   EXHIBIT S








<PAGE>
                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------


         INCENTIVE  STOCK OPTION  CONTRACT  dated as of December 6, 2000 between
JACLYN,  INC., a Delaware  corporation (the "Company"),  and Allan Ginsburg (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company ("Common Stock") at an exercise price of $2.8875
per share,  being at least equal to 110% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2.  The term of this  option  shall  be 5 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").


<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


                                            By: /s/ Robert Chestnov
                                           ---------------------------------
                                            Title: President


                                            /s/ Allan Ginsburg
                                           ---------------------------------
                                            Alan Ginsburg, Optionee


                                            77 Pine Terrace
                                            Demarest, NJ  07627
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number



                                      -4-
<PAGE>

                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------

         INCENTIVE  STOCK OPTION  CONTRACT  dated as of December 6, 2000 between
JACLYN, INC., a Delaware  corporation (the "Company"),  and Robert Chestnov (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company  ("Common Stock") at an exercise price of $2.625
per share,  being at least equal to 100% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2. The term of this  option  shall  be 10 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").



<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


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


                                            /s/ Robert Chestnov
                                           ---------------------------------
                                            Robert Chestnov, Optionee


                                            602 Orchard Lane
                                            Franklin Lakes, NJ 07417
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number


                                      -4-
<PAGE>

                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------

         INCENTIVE  STOCK OPTION  CONTRACT  dated as of December 6, 2000 between
JACLYN, INC., a Delaware  corporation (the "Company"),  and Howard Ginsburg (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company ("Common Stock") at an exercise price of $2.8875
per share,  being at least equal to 110% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2.  The term of this  option  shall  be 5 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").



<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


                                            By: /s/ Robert Chestnov
                                           ---------------------------------
                                            Title: President


                                            /s/ Howard Ginsburg
                                           ---------------------------------
                                            Alan Ginsburg, Optionee


                                            425 East 58th Street
                                            New York, NY 10022
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>xt-sch13da_05122003.txt
<DESCRIPTION>EXHIBIT T
<TEXT>








                                   EXHIBIT T








<PAGE>


                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------

         INCENTIVE  STOCK  OPTION  CONTRACT  dated  as of July 8,  2002  between
JACLYN,  INC., a Delaware  corporation (the "Company"),  and Allan Ginsburg (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company  ("Common Stock") at an exercise price of $1.815
per share,  being at least equal to 110% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2.  The term of this  option  shall  be 5 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").




<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


                                            By: /s/ Robert Chestnov
                                           ---------------------------------
                                            Title: President


                                            /s/ Allan Ginsburg
                                           ---------------------------------
                                            Alan Ginsburg, Optionee


                                            77 Pine Terrace
                                            Demarest, NJ  07627
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number


                                      -4-
<PAGE>

                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------

         INCENTIVE  STOCK  OPTION  CONTRACT  dated  as of July 8,  2002  between
JACLYN, INC., a Delaware  corporation (the "Company"),  and Robert Chestnov (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company  ("Common  Stock") at an exercise price of $1.65
per share,  being at least equal to 100% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2. The term of this  option  shall  be 10 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").



<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


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


                                            /s/ Robert Chestnov
                                           ---------------------------------
                                            Robert Chestnov, Optionee


                                            602 Orchard Lane
                                            Franklin Lakes, NJ 07417
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number



                                      -4-
<PAGE>

                             2000 STOCK OPTION PLAN
                         INCENTIVE STOCK OPTION CONTRACT
                         -------------------------------

         INCENTIVE  STOCK  OPTION  CONTRACT  dated  as of July 8,  2002  between
JACLYN, INC., a Delaware  corporation (the "Company"),  and Howard Ginsburg (the
"Optionee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").

                              W I T N E S S E T H:

         The parties to this Agreement hereby agree as follows:

         1. The Company,  in  accordance  with the  allotment  made by the Stock
Option  Committee of the  Company's  Board of Directors  (the  "Committee")  and
subject  to the terms and  conditions  of the Plan,  grants to the  Optionee  an
option to purchase an aggregate of 25,000 shares of the Common Stock,  $1.00 par
value per share, of the Company  ("Common Stock") at an exercise price of $1.815
per share,  being at least equal to 110% of the fair market value of such shares
of Common Stock on the date  hereof.  This option is intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   although  the  Company  makes  no
representation or warranty as to such qualification.

         2.  The term of this  option  shall  be 5 years  from the date  hereof,
subject to earlier  termination  as  provided  in the Plan.  This  option may be
exercised  in  whole or in part and  from  time to time  commencing  on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its  principal  office,  presently  635 59th Street,  West New
York, New Jersey 07093,  stating that the Optionee is exercising  this incentive
stock option,  specifying the number of shares purchased (provided that not less
than one hundred  (100) shares may be purchased  unless the number  purchased is
the total number of shares purchasable  hereunder) and accompanied by payment of
the  aggregate  purchase  price  therefor in  accordance  with  Section 3 below.
Notwithstanding  any of the foregoing,  in no event may a fraction of a share of
Common Stock be purchased under this option.

         3. The purchase price of shares purchased  hereunder may be paid (a) in
cash (or by certified  check);  (b) with  previously  acquired  shares of Common
Stock having an aggregate fair market value,  on the date of exercise,  equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof;  or (d) subject to the terms and  provisions of the Plan,  one-tenth of
the aggregate  exercise price in cash (or by certified check) and the balance by
issuance of a recourse  promissory  note in form  satisfactory  to the Committee
(the "Note").



<PAGE>

         4. The  Company  may  withhold  (a) cash or (b) with the consent of the
Committee  shares of Common  Stock to be issued upon  exercise of an option or a
combination  of  cash  and  shares,   having  an  aggregate  fair  market  value
(determined  in  accordance  with  Paragraph  5 of the Plan) equal to the amount
which the  Committee  determines  is necessary to satisfy the  obligation of the
Company to  withhold  Federal,  state and local  income  taxes or other  amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively,  the
Company may require the  Optionee to pay to the Company  such  amount,  in cash,
promptly upon demand.

         5. In the  event of any  disposition  of the  shares  of  Common  Stock
acquired  pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee  shall notify the Company  thereof in writing within 30 days after such
disposition.  In addition, the Optionee shall provide the Company on demand with
such  information  as the Company shall  reasonably  request in connection  with
determining  the amount and character of the  Optionee's  income,  the Company's
deduction  and its  obligation to withhold  taxes or other  amounts  incurred by
reason of such  disqualifying  disposition,  including the amount  thereof.  The
Optionee  shall pay the Company in cash on demand the amount,  if any, which the
Company determines is necessary to satisfy such withholding obligation.

         6. Notwithstanding the foregoing,  this option shall not be exercisable
by the Optionee 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 this 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.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
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, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares  subject to this option under the  Securities Act or to keep
any Registration Statement current or effective.



                                      -2-
<PAGE>

         7. Notwithstanding  anything herein to the contrary, if at any time the
Committee shall determine, in its discretion,  that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq,  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 issuance of shares of Common Stock  hereunder,  this 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 the Committee.

         8. The Company may endorse such legend or legends upon the certificates
for shares of Common  Stock  issued  upon  exercise of this 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,  (b) implement the provisions of the Plan or this Contract,
or (c) permit the  Company  to  determine  the  occurrence  of a  "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock transferred upon the exercise of this option.

         9.  Nothing in the Plan or herein  shall  confer upon the  Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to  terminate  such  employment  at any time for any reason  whatsoever  without
liability to the Company, any Parent or any Subsidiary.

         10. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached  hereto and made a part hereof.  In the event (a) the employment of the
Optionee terminates,  (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions  of the Plan.  In the event of a conflict  between  the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.

         11. The Optionee shall have no rights as a stockholder  with respect to
any shares issuable or transferable  upon exercise of this option until the date
of the issuance of a stock  certificate  to him for such  shares.  Except to the
extent  provided  in the Plan,  this  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.

         12. This option is not  transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representative.



                                      -3-
<PAGE>

         13. This Contract shall be binding upon and inure to the benefit of any
successor  or  assign of the  Company  and to the  legal  representative  of the
Optionee's estate.

         14. This  Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts  of law  rules  thereof,  or any  other  law that  would  defer to the
substantive laws of another jurisdiction.

         15. The  invalidity,  illegality or  unenforceability  of any provision
herein shall not affect the validity,  legality or  enforceability  of any other
provision.

         16. The  Optionee  agrees  that the  Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.  Without  limiting the foregoing,  the Committee,  in its
sole  discretion,  may at any time make or provide for such  adjustments  to the
Plan, to the number and class of shares available  thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.

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

                                           JACLYN, INC.


                                            By: /s/ Robert Chestnov
                                           ---------------------------------
                                            Title: President


                                            /s/ Howard Ginsburg
                                           ---------------------------------
                                            Alan Ginsburg, Optionee


                                            425 East 58th Street
                                            New York, NY 10022
                                           ---------------------------------
                                            Address of Optionee


                                                    ###-##-####
                                           ---------------------------------
                                           Optionee's Social Security Number


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>xu-sch13da_05122003.txt
<DESCRIPTION>EXHIBIT U
<TEXT>








                                   EXHIBIT U








<PAGE>


                           SECOND AMENDED AND RESTATED
                             STOCKHOLDERS' AGREEMENT
                           ---------------------------

         SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of May 12,
2003 by and among JACLYN, INC., a Delaware corporation (the "Corporation"), with
offices at 635 59th Street,  West New York,  New Jersey  07093,  and each of the
persons  listed  on  Schedule  A hereto  (each  such  person,  a  "Stockholder;"
collectively, the "Stockholders"), residing at the address set forth beneath his
or her name on Schedule A.

                              W I T N E S S E T H:

         WHEREAS,  each  Stockholder  is the  record  owner of  shares of common
stock, $1.00 par value per share ("Common Stock"), of the Corporation; and

         WHEREAS, the Stockholders and the Corporation are parties to an Amended
and Restated Stockholders' Agreement dated May 18, 1988 (the "Prior Stockholders
Agreement") which imposes certain  restrictions on voting and disposition of the
shares of Common Stock now or hereafter owned by the Stockholders upon the terms
and subject to the conditions set forth therein; and

         WHEREAS,  the  Stockholders  and the Corporation  believe that it is in
their respective best interests to extend the term of the Stockholders Agreement
and to  otherwise  amend and  restate  in its  entirety  the Prior  Stockholders
Agreement as hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  the parties  hereto hereby amend and restate the Prior  Stockholders
Agreement to read as follows:


<PAGE>


         1.   Restriction on Transfer of Shares of Common Stock.
              -------------------------------------------------

         Each Stockholder hereby agrees not to sell, transfer,  assign,  pledge,
hypothecate,  give,  bequeath or otherwise encumber or dispose of (collectively,
"transfer") any of the shares of Common Stock now owned or hereafter acquired by
him or her  other  than as  specifically  permitted  by the  provisions  of this
Agreement.  Any transfer not  specifically  permitted by the  provisions  hereof
shall be void and shall not be effective to  constitute  the  transferee of such
shares  of  Common  Stock a  stockholder  of the  Corporation  or  entitle  such
transferee to any of the rights,  benefits or privileges of a  stockholder.  The
Corporation  shall not  recognize  any transfer of shares of Common Stock unless
made in compliance  with the  provisions  hereof and shall not transfer any such
shares  of  Common  Stock  on  the  books  of  the  Corporation  other  than  as
specifically permitted by the provisions hereof.

         2.   Legend on Certificates.
              ----------------------

         Each  certificate  representing the shares of Common Stock now owned or
hereafter acquired by the Stockholders shall bear the following legend:

         "The securities  evidenced by this  certificate are subject to
         the  terms  and   provisions   (including   certain   transfer
         restrictions)  of a Second Amended and Restated  Stockholders'
         Agreement  dated  as  of  May  12,  2003  (the  "Stockholders'
         Agreement") among Jaclyn, Inc. (the "Corporation") and certain
         of its stockholders.  A copy of the Stockholders' Agreement is
         on file at the office of the Corporation.  No sale,  transfer,
         assignment,  pledge,  hypothecation,  gift,  bequest  or other
         encumbrance or  disposition  of the securities  represented by
         this  certificate  may be made except in  compliance  with the
         terms and provisions,  including the transfer restrictions, of
         the Stockholders' Agreement."



                                      -2-
<PAGE>

;  provided,  that any  certificate  bearing  a  legend  pursuant  to the  Prior
Stockholders  Agreement shall, for all purposes of this Agreement and applicable
law, be considered to contain the legend required by this Agreement.

         3.   Permitted Transfers of Shares of Common Stock.
              ---------------------------------------------

         (a) Any  Stockholder  may  transfer  all or any shares of Common  Stock
owned by him or her to the persons and  organizations  set forth below (each,  a
"Permitted Transferee"):

                     (i) To his or her spouse, a lineal descendant, his or
            her siblings and their respective  lineal  descendants or to a
            trust for the exclusive benefit of, or to a custodian or other
            requisite  fiduciary for, any of the foregoing  persons at any
            time,  in a  transaction  that is a gift,  bequest,  devise or
            inheritance; provided that the trustee or trustees of any such
            trust or the custodian and other fiduciary designated,  as the
            case may be, shall consist exclusively of the Stockholder, his
            or her  spouse,  a lineal  descendant,  his or her  sibling or
            siblings or a lineal descendant thereof; or

                     (ii) To any  organization  to  which  a  contribution
            would be deductible  under Section 170 of the Internal Revenue
            Code of 1986, as  heretofore  and  hereafter  amended,  at any
            time,  in a  transaction  that is a gift,  bequest,  devise or
            inheritance;   provided   that  the  Fair  Market   Value  (as
            hereinafter   defined)  of  the  shares  of  Common  Stock  so
            transferred shall not exceed $5,000 (determined as of the date
            of such gift, bequest, devise or inheritance,  as the case may
            be) during any calendar year.  Each  Stockholder who transfers
            shares of Common Stock pursuant to this Section 3(a)(ii) shall
            notify each Group  Designee (as  hereinafter  defined) of such
            transfer  within  five (5) days after such  transfer  has been
            completed. Shares of Common Stock transferred pursuant to this
            Section  3(a)(ii)  shall no longer be, and the  transferee  of
            such shares shall not be,  subject to the terms and provisions
            of this Agreement.

As a condition  to the  transfer of shares of Common  Stock  pursuant to Section
3(a)(i),  the Permitted  Transferee  shall be required to become a party to this
Agreement  and  to  execute  and  deliver  to  the  Corporation  and  the  other
Stockholders  in connection  therewith  such  documents and  instruments  as the
Corporation  or  the  Stockholders  Committee  (as  hereinafter  defined)  shall
reasonably request.  Such Permitted  Transferee shall, upon the transfer of such
shares  to  him  or  her,  become  a  member  of the  Stockholder  Group  of the
Stockholder who shall have transferred the shares to such Permitted Transferee.



                                      -3-
<PAGE>

         (b) Any  Stockholder  desiring to transfer  shares of Common Stock to a
proposed transferee other than to a Permitted  Transferee in accordance with the
provisions  of Sections  3(a)(i) or (ii) hereof shall comply with the  following
terms and provisions:

                     (i) Each Stockholder  proposing to transfer shares of
            Common Stock (the  "Transferor")  shall give written notice of
            the proposed transfer (a "Transfer Notice") to the Corporation
            and to the  members of each  stockholder  group  ("Stockholder
            Group")  who has been  designated  by the members of each such
            Stockholder Group to receive Transfer Notices hereunder (each,
            a "Group  Designee").  Each Stockholder  Group and the initial
            Group  Designee  thereof is set forth on Schedule B hereto (in
            the event of the death,  mental or physical  incapacity or the
            unwillingness to serve of a Group Designee,  he or she will be
            succeeded as provided in Section 4(d)).  Each Transfer  Notice
            shall  indicate the number of shares of Common Stock  proposed
            to be transferred by the Transferor.

                     (ii) For a period of ten (10) days after the Transfer
            Notice  shall be  deemed  to have been  given  hereunder  (the
            "First   Election   Period"),   the  Group   Designee  of  the
            Transferor's  Stockholder  Group  shall have the  right,  upon
            notice to the  Corporation,  all other Group Designees and the
            Transferor,  to  purchase  all or any portion of the shares of
            Common Stock proposed to be transferred by the Transferor at a
            purchase  price equal to the Fair Market  Value of such shares
            determined as of the date the Transfer  Notice shall be deemed
            to have been given hereunder (the "Purchase Price").

                     (1) In the  event  that  during  the  First  Election
            Period the Group  Designee of the  Transferor's  Stockholder's
            Group shall not have  elected to purchase all of the shares of
            Common Stock  proposed to be  transferred by the Transferor or
            has given  notice that it has  elected  not to  purchase  such
            shares,  each Group Designee of the  Stockholder  Groups other
            than the Transferor's  Stockholder Group shall have the right,
            for a ten (10) day period  thereafter  (the  "Second  Election
            Period"),  upon  notice to the  Transferor,  each other  Group
            Designee  and the  Corporation,  to purchase up to fifty (50%)
            percent  of the  shares of Common  Stock in respect of which a
            notice of  purchase  was not given  during the


                                   -4-
<PAGE>

            First  Election  Period.  In the event that one Group Designee
            shall not elect to purchase such shares,  or shall give notice
            that he or she has elected not to purchase  such  shares,  the
            remaining  Group  Designee shall have the right for a five (5)
            day period  thereafter to purchase such shares at the Purchase
            Price.

                     (2) In the event  that  during  the  Second  Election
            Period the Group  Designees  of the  Stockholder  Groups other
            than  the  Transferor's  Stockholder's  Group  shall  not have
            elected  to  purchase  all  of  the  shares  of  Common  Stock
            available for purchase  during the Second  Election  Period or
            has given  notice  that he or she has  elected not to purchase
            such  shares,  the  Corporation  shall have the  right,  for a
            fifteen  (15) day  period  thereafter  (the  "Second  Election
            Period"),   upon  notice  to  the  Transferor  and  all  Group
            Designees,  to purchase any or all of such remaining shares at
            the Purchase Price.

                     (3) In the  event  that the Group  Designees  and the
            Corporation  shall have elected to purchase  less than all the
            shares of  Common  Stock  proposed  to be  transferred  by the
            Transferor  or have  given  notices  that none of such  shares
            shall be  purchased  by them,  the  Transferor  shall have the
            right, for a period of sixty (60) days thereafter, to transfer
            the shares as to which an election  to  purchase  has not been
            made.  Shares of Common  Stock  transferred  pursuant  to this
            Section 3(b)(v) shall no longer be, and the transferee of such
            shares shall not be,  subject to the terms and  provisions  of
            this  Agreement;  provided,  that shares of Common  Stock that
            have not been transferred by the Transferor  within such sixty
            (60) day period shall again become  subject to the  provisions
            of this Agreement.

         (c) The  closing  of any  transfer  of shares of Common  Stock to Group
Designees or to the Corporation shall take place, unless otherwise agreed by the
parties  to the  transfer,  at the  offices  of the  Corporation  at 10:00  A.M.
twenty-five  (25) days after all election and other periods set forth in Section
3(b)  have  expired.  At  the  closing,  the  Transferor  shall  deliver  to the
transferee  or  transferees  of the shares of Common  Stock  (the  "Transferee")
certificates  representing  the shares of Common Stock to be  transferred,  duly
endorsed in blank or  accompanied  by stock  powers  duly signed in blank.  Upon
delivery to the Transferee of such certificates  and, if applicable,  such stock
powers,  the  Transferee  shall  pay to the  Transferor,  by  certified  or bank
cashier's check (subject to collection), the Purchase Price.



                                   -5-
<PAGE>

         (d) For purposes of this Agreement,  the term "Fair Market Value" shall
be deemed to be the  closing  price of a share of Common  Stock on the  American
Stock Exchange or on such other national securities exchange on which the Common
Stock is traded (including,  without limitation, the Nasdaq Stock Market) or, if
the Common Stock is not traded on a national securities exchange, the average of
the closing bid and asked  prices for the Common  Stock in the  over-the-counter
market.  If neither the closing  price on the  American  Stock  Exchange or on a
national   securities   exchange   nor  the  bid  and   asked   prices   in  the
over-the-counter  market are available,  Fair Market Value shall be deemed to be
the book value of the Common  Stock as at the end of the  immediately  preceding
fiscal  quarter of the  Corporation,  determined  by the  independent  certified
public accountants of the Corporation,  as shown on the Corporation's  books and
records  which,  at all  times  during  the  term of this  Agreement,  shall  be
maintained in accordance with generally accepted accounting principles.

         4.   Voting Agreement.
              ----------------

         (a) Each  Stockholder  agrees that, for a period from and including the
date hereof and to and including  April 30, 2018, he or she will vote the shares
of Common  Stock now owned and  hereafter  acquired  by him or her and all other
shares  of Common  Stock  with  respect  to which he or she has or  shares,  and
hereafter  may have or  share,  voting  power and (ii)  shares  of Common  Stock
hereafter  transferred  by a  Stockholder  pursuant  to Section  3(a)(ii))  (the
"Voting  Shares"),  with respect to all matters submitted to the Stockholders at
any annual or special meeting of stockholders of the Corporation, or pursuant to
a written consent in lieu thereof,  as directed by the  Stockholders'  Committee
(as hereinafter defined).



                                   -6-
<PAGE>

         (b) A committee  of four  persons (the  "Stockholders'  Committee")  is
hereby  appointed for the purpose of directing the voting by the Stockholders of
the Voting Shares upon all matters which may be submitted to the Stockholders at
any annual or special  meeting of stockholders of the Corporation or pursuant to
a written  consent in lieu  thereof.  The initial  members of the  Stockholders'
Committee  shall be Abe Ginsburg,  Robert  Chestnov,  Allan  Ginsburg and Howard
Ginsburg.  In the event of the  death,  mental  or  physical  incapacity  or the
unwillingness  to serve of a member of the  Stockholders'  Committee (other than
Abe Ginsburg) such member shall be succeeded on the Stockholders' Committee (and
each  successor  shall be  succeeded)  by the person  whose name is listed  next
following such member's or successor's  name on Schedule C hereto.  In the event
of the death,  mental or physical  incapacity or  unwillingness  to serve of any
member  (other  than  Abe  Ginsburg)  and all  successors  to such  member,  the
remaining members of the Stockholders'  Committee shall fill the vacancy thereby
created.  In the  event of the  death,  mental  or  physical  incapacity  of Abe
Ginsburg,  or  Mr.  Ginsburg's  unwillingness  to  serve  as  a  member  of  the
Stockholders' Committee, the vacancy created thereby shall not be filled and the
number  of  persons   comprising  the  entire   Stockholder's   Committee  shall
contemporaneously therewith be reduced to three persons.

         (c) The  presence in person or by proxy of at least  two-thirds  of the
members  of the  Stockholders'  Committee  shall  constitute  a  quorum  for the
transaction of business.  The vote of at least  two-thirds of the members of the
Stockholders' Committee, or the unanimous written consent of all members without
a meeting,  shall be the act of the Stockholders'  Committee.  The Stockholders'
Committee  shall  notify each  Stockholder  in writing of all  decisions  of the
Stockholders' Committee.



                                      -7-
<PAGE>

         (d) In the event of the death,  mental or  physical  incapacity  or the
unwillingness  to serve of a member of a Group  Designee,  such  Group  Designee
shall be succeeded (and each  successor  shall be succeeded) by the person whose
name is listed next  following  such Group  Designee's  or  successor's  name on
Schedule D hereto. In the event of the death,  mental or physical  incapacity or
unwillingness  to serve of any Group  Designee and all  successors to such Group
Designee,  the  members  of the  applicable  Stockholder  Group,  by a vote of a
majority of the shares of Common Stock owned by such  Stockholder  Group,  shall
fill the vacancy thereby created.

         5.   Notices.
              -------

         Any notices  required  or  permitted  to be given under this  Agreement
shall be deemed duly given if in writing and when sent by certified mail, return
receipt  requested,  to each  Stockholder  at his or her  address  set  forth on
Schedule A hereto,  and notices to the  Corporation  shall be addressed to it at
635 59th Street,  West New York,  New Jersey 07093,  Attention:  Chairman of the
Board,  or at such other address as any  Stockholder  or the  Corporation  shall
designate by similar notice to the other parties hereto.

         6.   Termination.
              -----------

         This Agreement  shall  terminate (a) on such date upon which all of the
Stockholders  may agree in  writing  or at such time as there  shall be only one
Stockholder  or (b) upon the  affirmative  vote of at  least  two-thirds  of the
members of the Stockholders  Committee and the affirmative vote of a majority of
the shares of Common Stock owned by members of each Stockholder Group.



                                      -8-
<PAGE>

         7.   Remedies.
              --------

         The  Stockholders  and the  Corporation  acknowledge  that they will be
irreparably  damaged  in the  event  that  this  Agreement  is not  specifically
enforced.  Therefore, if any dispute should arise concerning the transfer of any
of  the  shares  of  Common  Stock  now  owned  or  hereafter  acquired  by  the
Stockholders,  or by the Corporation from the Stockholders, an injunction may be
issued  restraining any transfer pending the  determination of such controversy.
In the event of any  controversy  concerning  any of the  rights or  obligations
created  hereunder,  such right or  obligation  may be  enforced  by a decree of
specific  performance.  Such  remedies  however,  shall  be  cumulative  and not
exclusive  and shall be in  addition to any other  remedy,  at law or in equity,
which the parties may have under this Agreement or applicable law.

         8.   Binding Effect Benefit.
              ----------------------

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective  heirs,  legal  representatives,  executors,
administrators, successors and assigns.

         9.   Entire Agreement.
              ----------------

         This Agreement  constitutes  the entire  agreement  between the parties
hereto  relating to the subject  matter  hereof.  There are no  representations,
warranties,  covenants or  understandings  relating to the subject matter hereof
other than those expressly set forth herein.



                                      -9-
<PAGE>
<PAGE>


         10.  Waivers.
              -------

         No waiver or  modification  of any of the terms of this Agreement shall
be valid unless in writing and signed by the holders of at least  two-thirds  of
the  shares of Common  Stock  owned by the  members of each  Stockholder  Group;
provided,  that the  provisions  of  Section  3(b) may be  waived  only upon the
unanimous  written consent of the Group Designees.  No waiver of a breach of any
provision hereof shall be deemed a waiver of any subsequent breach or default of
any kind or nature.

         11.  Severability.
              ------------

         The invalidity or  unenforceability of any provision of this Agreement,
or  part  of any  provision  of this  Agreement,  shall  not  affect  the  other
provisions  or parts  hereof,  and this  Agreement  shall  be  construed  in all
respects as if such invalid or unenforceable provisions or parts were omitted.

         12.  Counterparts.
              ------------

         This  Agreement  may be executed in two or more  counterparts,  each of
which  shall be  considered  to be an  original,  but all of which,  when  taken
together, shall constitute one and the same instrument.

         13.  Headings.
              --------

         Headings in this  Agreement are for  reference  purposes only and shall
not be deemed to have any substantive effect.



                                      -10-
<PAGE>


         14.  Governing Law.
              -------------

         This  Agreement  shall be governed  by, and  construed  and enforced in
accordance  with,  the laws of the State of New York  without  giving  effect to
conflicts of laws principles thereof.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement the day and year first above written.

                                           JACLYN, INC.

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



                                      -11-
<PAGE>


                             STOCKHOLDER SIGNATURES

/s/ Abe Ginsburg                                 /s/ David Hartstein
Abe Ginsburg                                     David Hartstein

/s/ Sylvia Ginsburg                              /s/ Aimee Hartstein Thomas
Sylvia Ginsburg                                  Aimee Hartstein Thomas

/s/ Howard Ginsburg                              /s/ Scott Hartstein
Howard Ginsburg                                  Scott Hartstein

/s/ Randi Zinz Ginsberg                          /s/ Rohan Thomas
Randi Zinz Ginsburg                              Rohan Thomas

/s/ Howard Ginsburg                              /s/ Rachel Hartstein
Howard Ginsburg custodian for                    Rachel Hartstein
Joshua Zinz Ginsburg

/s/ Howard Ginsburg                              /s/ Marvin Schwartz
Howard Ginsburg custodian for                    Marvin Schwartz
Zachary Zinz Ginsburg

/s/ Howard Ginsburg                              THE JACOB GINSBURG FOUNDATION
Howard Ginsburg custodian for
Alexa Zinz Ginsburg
                                                 By: /s/ Abe Ginsburg
/s/ Bernice Gailing Schwartz                     Print Name:  Abe Ginsburg
Bernice Gailing Schwartz                         Print Title:    Director

/s/ Stephanie Dara Gailing                       ABE AND SYLVIA GINSBURG
Stephanie Dara Gailing                           FOUNDATION

/s/ Eric Lee Gailing                             By: /s/ Abe Ginsburg
Eric Lee Gailing                                 Print Name:  Abe Ginsburg
                                                 Print Title:    Director

/s/ Jaclyn Hartstein
Jaclyn Hartstein



                                      -12-
<PAGE>


                             STOCKHOLDER SIGNATURES

NATMART LTD.                                     /s/ Mickey Wolf
                                                 Mickey Wolf

By: /s/ Allan Ginsburg
Print Name:  Allan Ginsburg                      /s/ Melissa Ginsburg
Print Title:    General Partner                  Melissa Ginsburg

/s/ Natalie Ginsburg
Natalie Ginsburg                                 /s/ Bonnie Sue Levy
                                                 Bonnie Sue Levy for Jordyn
                                                 Lichtstein, a minor
By: /s/ Bonnie Sue Levy
Bonnie Sue Levy

                                                 /s/ Stephanie Zucker
/s/ Jamie Levy                                   Stephanie Zucker
Jamie Levy

/s/ Sherri Ann Levy                              NATALIE AND MARTIN GINSBURG
Sherri Ann Levy                                  FOUNDATION

/s/ Robyn Levy Wolf                              By: /s/ Natalie Ginsburg
Robyn Levy Wolf                                  Print Name:
                                                 Print Title:
/s/ Allan Ginsburg
Allan Ginsburg                                   ALLAN AND CAROLYN GINSBURG
                                                 FOUNDATION

/s/ Carolyn Ginsburg
Carolyn Ginsburg                                 By: /s/ Allan Ginsburg
                                                 Print Name:  Allan Ginsburg
                                                 Print Title:    President
/s/ Allan Ginsburg
Allan Ginsburg, custodian for
Gregory Ginsburg

/s/ Allan Ginsburg
Allan Ginsburg custodian for
Kathryn Ashley Ginsburg

/s/ Jeffrey Ginsburg
Jeffrey Ginsburg

/s/ Kenneth Ginsburg
Kenneth Ginsburg



                                      -13-
<PAGE>


                             STOCKHOLDER SIGNATURES

/s/ Robert Chestnov                              ALEX CHESTNOV MEMORIAL
Robert Chestnov                                  FOUNDATION

/s/ Sheila Chestnov                              By: /s/ Robert Chestnov
Sheila Chestnov                                  Print Name:  Robert Chestnov
                                                 Print Title:    Trustee
/s/ Sheila Chestnov

Sheila Chestnov custodian for                    /s/ Stephanie Chestnov
Robyn Jill Chestnov                              Stephanie Chestnov

/s/ Sheila Chestnov                              /s/ Richard Chestnov
Sheila Chestnov custodian for                    Richard Chestnov for Alexis
Michael Steven Chestnov                          Chestnov, a minor

/s/ Hannah Chestnov
Hannah Chestnov

/s/ Richard Chestnov
Richard Chestnov, Trustee under
Estate of Alex Chestnov-Non Marital Trust B

/s/ Robert Chestnov
Robert Chestnov, Trustee under
Estate of Alex Chestnov-Non-Marital Trust B

/s/ Richard Chestnov
Richard Chestnov

/s/ Neil Schiller
Neil Schiller

/s/ Robyn Schiller
Robyn Schiller



                                      -14-
<PAGE>

                                   SCHEDULE A
                                   ----------

                        STOCKHOLDERS' NAMES AND ADDRESSES
                        ---------------------------------

Mr. Abe Ginsburg                                 Mr. Howard Ginsburg
1512 Palisade Avenue                             CUST Zachary Zinz Ginsburg
Fort Lee, NJ 07024                               425 East 58th Street
                                                 Apartment 19H
Ms. Sylvia Ginsburg                              New York, NY 10022
1512 Palisade Avenue
Fort Lee, NJ 07024                               Ms. Bernice Gailing Schwartz
                                                 5 Cathy Terrace
Mr. Howard Ginsburg                              Englewood Cliffs, NJ 07632
425 East 58th Street
Apartment 19H                                    Ms. Stephanie Gailing
New York, NY 10022                               2717 Western Avenue, Apt. 7014
                                                 Seattle, WA 98121
Ms. Randi Zinz Ginsburg
425 East 58th Street                             Mr. Eric Lee Gailing
Apartment 19H                                    12 Veterans Way
New York, NY 10022                               Edgewater, NJ 07020


Mr. Howard Ginsburg                              Mr. Howard Ginsburg
CUST Joshua Zinz Ginsburg                        CUST Alexa Zinz Ginsburg
425 East 58th Street                             425 East 58th Street
Apartment 19H                                    Apartment 19H
New York, NY 10022                               New York, NY 10022

Mr. David Hartstein                              Ms. Aimee Hartstein Thomas
1500 Palisade Avenue, 30A                        303 East 57th Street, 9J
Fort Lee, NJ 07024                               New York, New York 10022

Ms. Jaclyn Hartstein
1500 Palisade Avenue, 30A
Fort Lee, NJ 07024


                                      -15-
<PAGE>

                                   SCHEDULE A
                                   ----------

                        STOCKHOLDERS' NAMES AND ADDRESSES
                        ---------------------------------


Mr. Scott Harold Hartstein                       Ms. Natalie Ginsburg
132 Bergen Court                                 800 NE 195th Street
Ridgewood, NJ 07450                              Apartment 720
                                                 No. Miami Beach, FL 33179
Natmart Ltd.
c/o Allan Ginsburg                               Mr. Allan Ginsburg
5801 Jefferson Street                            77 Pine Terrace
West New York, New Jersey 07093                  Demarest, NJ 07627

Ms. Carolyn Ginsburg                             Ms. Sheila Chestnov, custodian
77 Pine Terrace                                  for Robyn Jill Chestnov
Demarest, NJ 07627                               602 Orchard Lane
                                                 Franklin Lakes, NJ 07417
Mr. Jeffrey Ginsburg
14 Carol Road                                    Ms. Sheila Chestnov, custodian
Kinnelon, NJ 07405                               for Michael Steven Chestnov
                                                 602 Orchard Lane
Mr. Kenneth Ginsburg                             Franklin Lakes, NJ 07417
77 Pine Terrace
Demarest, NJ 07627                               Ms. Hannah Chestnov
                                                 21897 Arriba Real
Mr. Allan Ginsburg, custodian                    Boca Raton, FL 33433
for Kathryn Ashley Ginsburg
77 Pine Terrace                                  Estate of Alex Chestnov
Demarest, NJ 07627                               c/o Jaclyn, Inc.
                                                 635 59th Street
Mr. Allan Ginsburg, custodian                    West New York, NJ 07093
for Gregory Ginsburg
77 Pine Terrace                                  Ms. Bonnie Sue Levy
Demarest, NJ 07627                               200 West 86th Street
                                                 New York, New York 10024
Mr. Robert Chestnov
602 Orchard Lane                                 Ms. Jamie Levy
Franklin Lakes, NJ 07417                         201 East 69th Street, 14R
                                                 New York, New York 10021
Ms. Sheila Chestnov
602 Orchard Lane
Franklin Lakes, NJ 07417


                                      -16-
<PAGE>

                                   SCHEDULE A
                                   ----------

                        STOCKHOLDERS' NAMES AND ADDRESSES
                        ---------------------------------


Mr. Richard Chestnov                             Mr. Neil Schiller
17142 Whitehaven Drive                           7515 Estrella Circle
Boca Raton, FL 33496                             Boca Raton, FL 33433

Ms. Sherri Levy                                  Ms. Robyn Schiller
26 Grove Street                                  7515 Estrella Circle
New York, New York 10014                         Boca Raton, FL 33433

Ms. Robyn Levy Wolf                              Ms. Stephanie Zucker
333 East 49th Street, 9R                         1309 Birch Hill Lane
New York, New York 10017                         Mamaroneck, New York 10543

Mr. Rohan Thomas                                 Ms. Stephanie Chestnov
303 East 57th Street, 9J                         17142 Whitehaven Drive
New York, New York 10022                         Boca Raton, FL 33496

Ms. Rachel Hartstein                             Ms. Alexis Chestnov
132 Bergen Court                                 17142 Whitehaven Drive
Ridgewood, NJ 07450                              Boca Raton, FL 33496

Mr. Marvin Schwartz
5 Cathy Terrace
Englewood Cliffs, NJ 07632

Mr. Mickey Wolf
333 East 49th Street, 9R
New York, New York 10017

Ms. Melissa Ginsburg
14 Carol Road
Kinnelon, NJ 07450

Ms. Jordyn Lichtstein
c/o Ms. Bonnie Sue Levy
200 West 86th Street, 12D
New York, New York 10024



                                      -17-
<PAGE>


                                   SCHEDULE B
                                   ----------

                               STOCKHOLDERS GROUPS
                               -------------------

                        ROBERT CHESTNOV STOCKHOLDER GROUP
                        ---------------------------------


Howard Ginsburg                              Scott Harold Hartstein
(Group Designee)
                                             Aimee Beth Hartstein
Howard Ginsburg
CUST Joshua Zinz Ginsburg                    Rohan Thomas
Unif Gift Min Act NJ
                                             Rachel Hartstein
Randi Zinz Ginsburg
                                             Marvin Schwartz
Bernice Gailing Schwartz
                                             The Jacob Ginsburg Foundation
Stephanie Dara Gailing
                                             Abe and Sylvia Ginsburg Foundation
Eric Lee Gailing

Howard Ginsburg
cust Zachary Zinz Ginsburg
Unif Gift Min Act NJ

Howard Ginsburg
cust Alexa Zinz Ginsburg
Unif Gift Min Act NJ

Abe Ginsburg

Sylvia Ginsburg

David Hartstein

Jaclyn Hartstein


                                      -18-
<PAGE>

                                   SCHEDULE B
                                   ----------

                               STOCKHOLDERS GROUPS
                               -------------------

                        MARTIN GINSBURG STOCKHOLDER GROUP
                        ---------------------------------


Allan Ginsburg                           Stephanie Zucker
(Group Designee)
                                         Natalie and Martin Ginsburg Foundation
Carolyn Ginsburg
                                         Allan and Carolyn Ginsburg Foundation
Jeffrey Ginsburg

Kenneth Ginsburg

Allan Ginsburg, custodian
for Gregory Ginsburg

Allan Ginsburg, custodian
for Kathryn Ashley Ginsburg

Natmart Ltd.

Natalie Ginsburg

Bonnie Sue Levy

Jamie Levy

Robyn Levy

Sherri Levy

Mickey Wolf

Melissa Ginsburg

Jordyn Lichtstein


                                      -19-
<PAGE>

                                   SCHEDULE B
                                   ----------

                               STOCKHOLDERS GROUPS
                               -------------------

                        ROBERT CHESTNOV STOCKHOLDER GROUP
                        ---------------------------------


Robert Chestnov
(Group Designee)

Sheila Chestnov

Sheila Chestnov, custodian
for Robyn Jill Chestnov

Sheila Chestnov, custodian
for Michael Steven Chestnov

Hannah Chestnov

Estate of Alex Chestnov

Richard Chestnov

Stephanie Chestnov

Alexis Chestnov

Neil Schiller

Robyn Schiller

Alex Chestnov Memorial Foundation



                                      -20-
<PAGE>


                                   SCHEDULE C
                                   ----------

                             STOCKHOLDERS' COMMITTEE
                             -----------------------

         The initial  members of the  Stockholders'  Committee are Abe Ginsburg,
Robert  Chestnov  Allan Ginsburg and Howard  Ginsburg.  Successors for each such
member  (except for Abe  Ginsburg,  who shall have no  successor)  are set forth
below under each member's name in order of succession:


Abe Ginsburg        Robert Chestnov       Allan Ginsburg      Howard Ginsburg
------------        ---------------       --------------      ---------------

Not Applicable      Richard Chestnov      Bonnie Sue Levy     Jaclyn Hartstein
                    Sheila Chestnov











                                      -21-
<PAGE>

                                   SCHEDULE D
                                   ----------

                                 GROUP DESIGNEES
                                 ---------------

         The initial Group  Designees are Robert  Chestnov,  Allan  Ginsburg and
Howard  Ginsburg.  Successors  for each such Group  Designee are set forth below
under his name in order of succession:

Robert Chestnov            Allan Ginsburg            Howard Ginsburg
---------------            --------------            ---------------

Richard Chestnov           Bonnie Sue Levy           Jaclyn Hartstein
Sheila Chestnov













                                      -22-

</TEXT>
</DOCUMENT>
</SUBMISSION>
