







                                   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-

