1996 Non-employee Director Stock Option Plan Non-qualified Stock Option Contract - JACLYN INC - 9-28-2004

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1996 Non-employee Director Stock Option Plan Non-qualified Stock Option Contract - JACLYN INC - 9-28-2004 Powered By Docstoc
					                                                   Exhibit 10(nn)

                              JACLYN, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 14th day of November 2003
between JACLYN, INC., a Delaware corporation (the "Company"), and Martin Brody (the "Optionee").

                                              W I T N E S S E T H:

1. The Company, in accordance with the terms and conditions of the 1996 Non-Employee Director Stock
Option Plan of the Company (the "Plan"), grants as of November 14, 2003 to the Optionee an option to
purchase an aggregate of 2,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock"), at $4.85 per share, being 100% of the fair market value of such shares of Common Stock
on such date.

2. The term of this option shall be 10 years, subject to earlier termination as provided in the Plan. This option
shall be exercisable immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount less than 100 shares (or the remaining
shares covered hereby if less than 100 shares).

3. This option shall be exercised by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, Attention: Chief Financial Officer, stating that the Optionee is
exercising this option, specifying the number of shares being purchased and accompanied by payment in full of the
aggregate purchase price therefor (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 (determined in accordance with
Article 5 of the Plan) equal to the aggregate exercise price of all options being exercised, or (c) any combination
of the foregoing. In addition, the Optionee agrees to pay to the Company in cash, upon demand, the amount, if
any, which the Company determines is necessary to satisfy its obligation to withhold federal, state and local
income and other taxes or other amounts incurred by reason of the grant or exercise of this option. In no event
may a fraction of a share of Common Stock be purchased hereunder.

4. Notwithstanding the foregoing, and without limiting the provisions of Article 11 of the Plan, 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 issuable 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 such shares of
Common Stock upon exercise. At the request of the Board of Directors, the Optionee shall execute and deliver
to the Company representations and warranties, in form and substance satisfactory to counsel to the Company,
that the shares of Common Stock to be issued upon the exercise of the option are being acquired by the
Optionee for his own account, for investment only and not with a view to the resale or distribution thereof within
the meaning of the Securities Act. Nothing herein shall be construed so as to obligate the Company to register the
shares subject to this option under the Securities Act.

5. Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the
Company.

6. The Company may endorse such 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 discretion, to be necessary or appropriate to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act.

7. 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 the Optionee is no
longer a director of the Company or in the event of his death or disability (as defined in the Plan), 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.

8. The Optionee represents and agrees that he will comply with all applicable laws relating to the Plan and to the
grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of
this option, including without limitation, federal and state securities and "blue sky" laws.

9. This option is not transferable otherwise than by will or the laws of descent and distribution and may be
exercised during the lifetime of the Optionee only by him.

10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and
to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.

                                                         -2-
11. This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

12. The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

13. 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.

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
                                       -------------------------------------
                                       Its: President

                                        /s/ MARTIN BRODY
                                        -------------------------------------
                                        Martin Brody, Optionee




                                                        Address


                                           Tax Id. or Social Security No.

                                                           -3-
Exhibit 10(oo)

                              JACLYN, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 14th day of November 2003
between JACLYN, INC., a Delaware corporation (the "Company"), and Norman Axelrod (the "Optionee").

                                              W I T N E S S E T H:

1. The Company, in accordance with the terms and conditions of the 1996 Non-Employee Director Stock
Option Plan of the Company (the "Plan"), grants as of November 14, 2003 to the Optionee an option to
purchase an aggregate of 2,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock"), at $4.85 per share, being 100% of the fair market value of such shares of Common Stock
on such date.

2. The term of this option shall be 10 years, subject to earlier termination as provided in the Plan. This option
shall be exercisable immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount less than 100 shares (or the remaining
shares covered hereby if less than 100 shares).

3. This option shall be exercised by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, Attention: Chief Financial Officer, stating that the Optionee is
exercising this option, specifying the number of shares being purchased and accompanied by payment in full of the
aggregate purchase price therefor (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 (determined in accordance with
Article 5 of the Plan) equal to the aggregate exercise price of all options being exercised, or (c) any combination
of the foregoing. In addition, the Optionee agrees to pay to the Company in cash, upon demand, the amount, if
any, which the Company determines is necessary to satisfy its obligation to withhold federal, state and local
income and other taxes or other amounts incurred by reason of the grant or exercise of this option. In no event
may a fraction of a share of Common Stock be purchased hereunder.

4. Notwithstanding the foregoing, and without limiting the provisions of Article 11 of the Plan, 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 issuable 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 such shares of
Common Stock upon exercise. At the request of the Board of Directors, the Optionee shall execute and deliver
to the Company representations and warranties, in form and substance satisfactory to counsel to the Company,
that the shares of Common Stock to be issued upon the exercise of the option are being acquired by the
Optionee for his own account, for investment only and not with a view to the resale or distribution thereof within
the meaning of the Securities Act. Nothing herein shall be construed so as to obligate the Company to register the
shares subject to this option under the Securities Act.

5. Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the
Company.

6. The Company may endorse such 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 discretion, to be necessary or appropriate to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act.

7. 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 the Optionee is no
longer a director of the Company or in the event of his death or disability (as defined in the Plan), 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.

8. The Optionee represents and agrees that he will comply with all applicable laws relating to the Plan and to the
grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of
this option, including without limitation, federal and state securities and "blue sky" laws.

9. This option is not transferable otherwise than by will or the laws of descent and distribution and may be
exercised during the lifetime of the Optionee only by him.

10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and
to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.

                                                         -2-
11. This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

12. The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

13. 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.

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
                                       -------------------------------------
                                       Its: President


                                         /s/ NORMAN AXELROD
                                        -------------------------------------
                                        Norman Axelrod, Optionee




                                                        Address


                                           Tax Id. or Social Security No.

                                                           -3-
Exhibit 10(pp)

                              JACLYN, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 14th day of November 2003
between JACLYN, INC., a Delaware corporation (the "Company"), and Harold A. Schechter (the "Optionee").

                                              W I T N E S S E T H:

1. The Company, in accordance with the terms and conditions of the 1996 Non-Employee Director Stock
Option Plan of the Company (the "Plan"), grants as of November 14, 2003 to the Optionee an option to
purchase an aggregate of 2,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock"), at $4.85 per share, being 100% of the fair market value of such shares of Common Stock
on such date.

2. The term of this option shall be 10 years, subject to earlier termination as provided in the Plan. This option
shall be exercisable immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount less than 100 shares (or the remaining
shares covered hereby if less than 100 shares).

3. This option shall be exercised by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, Attention: Chief Financial Officer, stating that the Optionee is
exercising this option, specifying the number of shares being purchased and accompanied by payment in full of the
aggregate purchase price therefor (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 (determined in accordance with
Article 5 of the Plan) equal to the aggregate exercise price of all options being exercised, or (c) any combination
of the foregoing. In addition, the Optionee agrees to pay to the Company in cash, upon demand, the amount, if
any, which the Company determines is necessary to satisfy its obligation to withhold federal, state and local
income and other taxes or other amounts incurred by reason of the grant or exercise of this option. In no event
may a fraction of a share of Common Stock be purchased hereunder.

4. Notwithstanding the foregoing, and without limiting the provisions of Article 11 of the Plan, 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 issuable 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 such shares of
Common Stock upon exercise. At the request of the Board of Directors, the Optionee shall execute and deliver
to the Company representations and warranties, in form and substance satisfactory to counsel to the Company,
that the shares of Common Stock to be issued upon the exercise of the option are being acquired by the
Optionee for his own account, for investment only and not with a view to the resale or distribution thereof within
the meaning of the Securities Act. Nothing herein shall be construed so as to obligate the Company to register the
shares subject to this option under the Securities Act.

5. Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the
Company.

6. The Company may endorse such 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 discretion, to be necessary or appropriate to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act.

7. 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 the Optionee is no
longer a director of the Company or in the event of his death or disability (as defined in the Plan), 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.

8. The Optionee represents and agrees that he will comply with all applicable laws relating to the Plan and to the
grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of
this option, including without limitation, federal and state securities and "blue sky" laws.

9. This option is not transferable otherwise than by will or the laws of descent and distribution and may be
exercised during the lifetime of the Optionee only by him.

10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and
to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.

                                                         -2-
11. This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

12. The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

13. 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.

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
                                       -------------------------------------
                                       Its: President


                                        /s/ HAROLD A. SCHECHTER
                                        -------------------------------------
                                        Harold A. Schechter, Optionee




38 Rillo Drive, Wayne, NJ 07470

                                                        Address


                                           Tax Id. or Social Security No.

                                                           -3-
Exhibit 14

                                                  JACLYN, INC.

                          CODE OF ETHICS FOR FINANCE PROFESSIONALS

This Code of Ethics for Finance Professionals (the "Code") has been adopted in an effort to promote and provide
for honest and ethical conduct by the finance professionals of Jaclyn, Inc. ("Jaclyn"), for full, fair and accurate
financial management and reporting, compliance with the laws, rules and regulations of federal, state and local
governments, and applicable stock exchange rules and regulations, applicable to the business and operations of
Jaclyn, the prompt reporting of violations of this Code, and for accountability for adherence to this Code. Jaclyn's
finance professionals include the principal executive officer, principal financial officer, principal accounting officer
or controller and any other person performing similar functions. This Code of Ethics for Finance Professionals is
intended to supplement Jaclyn's Code of Business Conduct and Ethics.

Each of Jaclyn's finance professionals hereby agrees, to the best of his or her knowledge and ability, to:

1. Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships.

2. Take all reasonable measures to protect the confidentiality of non-public information about Jaclyn or its
subsidiaries and affiliates, and any vendors, customers and other persons and entities, obtained in connection with
company activities and to prevent the unauthorized disclosure of such information unless required by applicable
law, rule, regulation or legal or regulatory process.

3. Produce full, fair, accurate, timely and understandable disclosure in reports and documents that Jaclyn files
with, or submits to, the Securities and Exchange Commission and in other public communications made by
Jaclyn.

4. Comply with the laws, rules and regulations of federal, state and local governments, as well as any rules and
regulations of any applicable stock exchange or self-regulatory organizations, such as the American Stock
Exchange, applicable to the business and operations of Jaclyn.

5. Promptly report (which need not be signed and may be sent anonymously) any known or suspected violation
of this Code to the President of Jaclyn or to the Chairman of the Audit Committee of Jaclyn. The failure to report
any known or suspected violation of this Code will also be a violation of this Code.

Each of Jaclyn's finance professionals understands that he or she will be held accountable for adherence to this
Code. Any failure to observe any requirement of this Code may result in disciplinary action, up to and including
termination of employment. The Board of Directors of Jaclyn shall have the sole and absolute discretion to
approve any amendment to, or waiver from, any provision of this Code.
                                                Exhibit 21

                               SUBSIDIARIES OF THE REGISTRANT

                                                                           Percentage of Voting
                                                      Jurisdiction of       Securities Owned by
          Name                                        Incorporation           the Registrant
          --------------------------                  -------------           --------------
          Bonnie International (Hong
           Kong) Ltd.                                 Hong Kong                       100%

          Bonlyn Taiwan Co., Ltd.                     Taiwan                          100%

          JLN, Inc. (1)                               Delaware                        100%

          The Bag Factory Inc. (2)                    New Jersey                      100%

          Investments (JLN) Ltd.                      Delaware                        100%

          Max N. Nitzberg, Inc.                       Pennsylvania                    100%

          Topsville, Inc.                             Florida                         100%(3)

          Josell Global Sourcing Ltd.                 Hong Kong                       100%(4)

          ---------------------




(1) Also does business under the name "Marilyn USA."
(2) Also does business under the name "Satchels."
(3) Owned 100% by Max N. Nitzberg, Inc. which is a wholly-owned direct subsidiary of the Registrant.
(4) Owned 100% by Topsville, Inc., which is a wholly-owned indirect subsidiary of the Registrant.
                                                     Exhibit 31(a)

                                                  CERTIFICATION

I, Robert Chestnov, certify that:

1. I have reviewed this Annual Report on Form 10-K of Jaclyn, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

          Date: September 28, 2004                       /s/ ROBERT CHESTNOV
                                                         -----------------------------------------
                                                         Robert Chestnov,
                                                         Principal Executive Officer
                                                     Exhibit 31(b)

                                                  CERTIFICATION

I, Anthony Christon, certify that:

1. I have reviewed this Annual Report on Form 10-K of Jaclyn, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

          Date: September 28, 2004                       /s/ ANTHONY CHRISTON
                                                         -----------------------------------------
                                                         Anthony Christon,
                                                         Principal Financial Officer
Exhibit 32

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO SECTION 906 OF THE
                               SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Jaclyn, Inc. (the "Company") for the fiscal year ended
June 30, 2004 (the "Report"), the undersigned each hereby certifies that: (1) the Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the
information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.

          Dated: September 28, 2004                       /s/ ROBERT CHESTNOV
                                                          -----------------------------------------
                                                          Robert Chestnov, President
                                                          (Chief Executive Officer)


          Dated: September 28, 2004                       /s/ ANTHONY CHRISTON
                                                          -----------------------------------------
                                                          Anthony Christon,
                                                          Chief Financial Officer




A signed original of this written statement required by Section 906 has been provided to Jaclyn, Inc. and will be
retained by Jaclyn, Inc. and forwarded to the Securities and Exchange Commission or its staff upon request.
Exhibit 99(a)

                                         JACLYN, INC.
                             CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

This Code of Business Conduct and Ethics (this "Code") has been adopted by Jaclyn, Inc. (the "Company") to
promote honest and ethical conduct, proper disclosure of appropriate information in the Company's filings with
the Securities and Exchange Commission and in the Company's other public communications, and to promote
compliance with the laws, rules and regulations of federal, state and local governments applicable to the business
and operations of the Company. It is important to remember that this Code is only one aspect of our
commitment. We expect each of you to be familiar and to comply with all Company policies, including those
contained in the Jaclyn, Inc. Employee Handbook.

This Code outlines the basic standards of business conduct and ethics to which our directors and employees are
held. These standards are designed to deter wrongdoing and promote honest and ethical conduct, but will not
cover all situations. As noted below, if you have any doubts about the propriety of a situation, you should submit
it in writing to our Company's President or Chief Financial Officer, who will review the situation and take
appropriate action in keeping with this Code, our other corporate policies and the law. Contact information for
these individuals is shown below.

APPLICABILITY AND SCOPE

You are subject to this Code if you are a director or an employee of the Company or any of its subsidiaries.

HONEST AND ETHICAL CONDUCT

We as a Company require that, to the best of your knowledge and ability, you will act in an honest and truthful
manner in all dealings with our customers, vendors, fellow employees and with other persons and entities with
whom you come into contact. Each of you has a responsibility to act responsibly, diligently and in good faith.

COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

We expect that, to the best of your knowledge and ability, you will comply with the laws, rules and regulations of
federal state and local governments applicable to or governing the conduct of the Company's business. We
understand that you may not know the details of all of these laws, rules and regulations. However, if you have a
question about any of these applicable laws, rules and regulations, or if you are unsure whether certain conduct is
illegal or unethical, we expect and urge you to contact your supervisor or manager, or the Company's President
or Chief Financial Officer, to seek further guidance.
CONFLICTS OF INTEREST

Business decisions must be based on the best interests of the Company and its stockholders. You are expected
to handle any actual or apparent conflict of interest between your personal and business relationships in an ethical
manner. A "conflict of interest" exists when a person's private interest interferes in any way with the interest of our
Company. For example, a conflict situation arises if you take actions or have interests that interfere with your
ability to perform your duties and responsibilities to the Company fairly and in the best interests of the Company.
Conflicts of interest may also arise if you receive, or a member of your family receives, an improper personal
benefit as a result of your position with the Company.

If you become aware of any transaction or relationship that reasonably could be expected to give rise to a conflict
of interest, or if you have a question regarding a situation that may give rise to a conflict of interest, you should
consult with the Company's President or Chief Financial Officer.

Certain kinds of relationships and transactions may raise conflict of interest issues, but are not necessarily
improper. The following standards apply to certain common situations where potential conflicts of interest may
arise.

                                             Gifts and Entertainment

Personal gifts and entertainment offered by persons doing business with our Company may be accepted only
when offered in the ordinary and normal course of the business relationship, but never, for example, when offered
to receive preferential treatment. However, the frequency and cost of any gifts or entertainment may not be so
excessive that your ability to exercise independent judgment on behalf of our Company is or may appear to be
compromised. Cash in any form is inappropriate and should not be accepted.

                                   Financial Interests in Other Organizations

The determination whether any outside investment, financial arrangement or other interest in another organization
is improper depends on the facts and circumstances of each case. Your ownership of an interest in another
organization may be inappropriate if the other organization has a material business relationship with, or is direct
competitor of, our Company and your financial interest is of such a size that your ability to exercise independent
judgment on behalf of our Company is or may appear to be compromised. As a general rule, a passive
investment would not likely be considered improper if it: (1) is in publicly traded shares; (2) represents less than
1% of the outstanding equity of the organization in question; and (3) represents less than 5% of your net worth.
Other interests also may not be improper, depending on the circumstances. Directors and officers must disclose
to the Company's Board of Directors any transaction or relationship that may create an actual or perceived
conflict of interest.

                                                          2
                                          Outside Business Activities

The determination of whether any outside position an employee may hold is improper will depend on the facts
and circumstances of each case. Your involvement in trade associations, professional societies, and charitable
and similar organizations will not normally be viewed as improper. However, if those activities are likely to take
substantial time from or otherwise substantially conflict with your responsibilities to our Company, you should
obtain prior approval from your supervisor or manager, or the Company's President or Chief Financial Officer.
Other outside associations or activities in which you may be involved are likely to be viewed improper if they
would interfere with your ability to devote proper time and attention to your responsibilities to our Company or if
your involvement is with another Company with which our Company does business or competes. The Company's
Board of Directors continues to review all applicable interests between directors and our Company as required
from time to time by applicable stock exchange rules and applicable law, and each director and officer must
disclose to the Board of Directors each employment or affiliation with a Company with which our Company does
business or competes.

                                                Indirect Violations

You may not, through a spouse, family member, affiliate, friend, partner or associate, have any interest or engage
in an activity that would violate this Code if you directly had the interest or engaged in the activity. Any such
relationship should be disclosed to the Company's President or Chief Financial Officer, who will consider the
appropriateness of the interest or activity consistent with this Code and applicable law.

CORPORATE OPPORTUNITIES AND PROPER USE OF COMPANY PROPERTY

You may not take for yourself, personally, opportunities that are discovered through use of corporate property,
information or position unless the Board of Directors has affirmatively declined to pursue the opportunity, or
make inappropriate use of corporate property, information or position for personal gain.

PUBLIC DISCLOSURES

Our Company's policy is to provide full, fair, accurate, timely and understandable disclosure in the reports and
documents that we file with, or submit to, the Securities and Exchange Commission and in all other public
communications made by our Company.

INSIDER TRADING

If you have access to material, non-public information, concerning our Company or its subsidiaries, you may not
use or share that information for stock trading or any other purpose other than the conduct of the Company's
business. This prohibition applies not only to the Company's securities, but also to securities of other companies if
you learn of material, non-public information about these companies in the course of your employment with the
Company.

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Please be aware that violations of the foregoing may subject you to criminal or civil liability, in addition to
disciplinary action by the Company.

CONFIDENTIALITY

You should maintain the confidentiality of all confidential or proprietary information entrusted to you by our
Company or by persons with whom the Company does business, except when disclosure is legally required to be
disclosed. You should generally consider all information provided to you, or of which you gain knowledge, in the
course of the performance or your duties and responsibilities at the Company as confidential and proprietary. If
you have any question as to whether information is confidential or proprietary, please consult with the Company's
President or Chief Financial Officer.

INTERPRETATIONS AND WAIVERS OF THIS CODE

As mentioned above, if you are unsure whether a particular activity or relationship is improper under this Code or
requires a waiver of this Code, you should disclose it to the Company's President or Chief Financial Officer, who
will first determine whether a waiver of this Code is required and, if so, whether a waiver will be granted. You
may be required to agree to conditions before a waiver or a continuing waiver is granted. However, any waiver
of this Code for an executive officer or director may only be made by the Company's Board of Directors and will
promptly be publicly disclosed to the extent required by applicable stock exchange rules and applicable law.

REPORTING OF VIOLATIONS OF THE CODE

Our Company wants to promote ethical behavior. Employees are encouraged to talk to supervisors, managers,
and the Company's officers when in doubt about the best course of action in a particular situation. Additionally,
employees should promptly report violations of this Code by any person to the Company's President or Chief
Financial Officer. Any report or allegation of a violation need not be signed and may be sent anonymously. All
reports of violations of this Code, including those sent anonymously, will be promptly investigated and, if
appropriate, acted upon in a timely manner. It is the Company's policy not to allow actual or threatened
retaliation, harassment or discrimination due to reports of violations of this Code made in good faith. Employees
are expected to cooperate in the Company's investigations.

COMPLIANCE STANDARDS AND PROCEDURES

This Code is intended as a statement of basic principles and standards and does not include specific rules that
apply to every situation. Its contents have to be viewed within the framework of our Company's other policies,
practices, instructions, and requirements of applicable law, which also must be observed.

In some situations, it is difficult to know right from wrong. Because this Code does not anticipate every situation
that will arise, it is important that each of you approach a new question or problem in a deliberate fashion. For
example, we suggest that you determine whether you

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know all the facts; identify exactly what it is that concerns you; discuss the problem with a supervisor or the
Company's President or Chief Financial Officer; and seek guidance before taking any action that you believe may
be unethical or dishonest. Each of you are personally responsible for your own conduct, for complying with the
Code and for properly reporting violations of the Code.

Violation of this Code, or any other policy, practice or instruction of our Company, can result in disciplinary
actions, including dismissal and civil or criminal action against the violator. This Code should not be construed as
a contract of employment and does not change any person's status as an at-will employee. This Code is for the
benefit of our Company, and no other person is entitled to enforce this Code. This Code does not, and should
not be construed to, create any private cause of action or remedy in any other person for a violation of the Code.

****

The names, addresses, telephone numbers, facsimile numbers and e-mail addresses of the Company's President
and Chief Financial Officer are as follows:

                  Robert Chestnov                                 Anthony Christon
                  President                                       Chief Financial Officer
                  Jaclyn, Inc.                                    Jaclyn, Inc.
                  635 59th Street                                 635 59th Street
                  West New York, NJ 07093                         West New York, NJ 07093
                  (201) 868-9400                                  (201) 868-9400
                  bob.chestnov@jaclyninc.com                      tony.christon@jaclyninc.com
                  --------------------------                      ---------------------------




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