Exhibit No. 4(a)
                                                                ----------------

                  FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT,
                    PROMISSORY NOTE AND OTHER LOAN DOCUMENTS

         AGREEMENT, made this 23rd day of October 2003 between JACLYN, INC.
("Borrower"), a corporation organized and existing pursuant to the laws of the
State of Delaware, having an address at 635 59th Street, West New York, New
Jersey 07093 (hereinafter referred to as, "Borrower") and HUDSON UNITED BANK, a
New Jersey corporation, (hereinafter referred to as, "Bank"), located at 1000
MacArthur Boulevard, Mahwah, New Jersey 07430.

                              W I T N E S S E T H:

                                    WHEREAS:

         Borrower entered into a revolving loan agreement with Bank on December
23, 2002 (the "Loan Agreement") and pursuant to such Loan Agreement, Borrower
executed and delivered to Bank its promissory note in the original principal
amount of THIRTY-TWO MILLION AND 00/100 (32,000,000.00) DOLLARS dated December
23, 2002 (the "Revolving Note");

         Borrower has now requested that Bank increase the amount of funds
available under the Revolving Loan from "THIRTY-TWO MILLION AND 00/100
(32,000,000.00) DOLLARS" to "FORTY MILLION AND 00/100 (40,000,000.00) DOLLARS,"
extend the maturity date of the Revolving Loan and Revolving Note from "December
1, 2004" to "December 1, 2005," increase the amount of the direct debt sub-limit
under the Revolving Loan from "$22,000,000.00" to "$25,000,000.00," increase the
over-advance limit from "$5,000,000.00" to "$8,000,000.00" for the period July
31st through November 30th and make certain other modifications and changes to
the Loan Agreement; and

         Bank has agreed to increase the amount of funds available under the
Revolving Loan from "THIRTY-TWO MILLION AND 00/100 (32,000,000.00) DOLLARS" to
"FORTY MILLION AND 00/100 (40,000,000.00) DOLLARS," to extend the maturity date
of the Revolving Loan and Revolving Note from "December 1, 2004" to "December 1,
2005," to increase the amount of the direct debt sub-limit under the Revolving
Loan from "$22,000,000.00" to "$25,000,000.00," to increase the over-advance
limit from "$5,000,000.00" to "$8,000,000.00" for the period July 31st through
November 30th and to make certain other modifications and changes to the Loan
Agreement strictly in accordance with the terms and conditions of this
Agreement.

         NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereto agree as follows:

I.       In connection with Bank's agreement to increase the amount of funds
         available under the Revolving Loan, Borrower has this date executed and
         delivered to Bank its promissory note in the original principal amount
         of FORTY MILLION AND 00/100 (40,000,000.00) DOLLARS in the form
         attached hereto as Schedule A (hereinafter, the "Restated Secured
         Revolving Note") which note shall replace and supersede, but shall not
         be considered a repayment of, the Revolving Note. Any and all interest
         due and owing under the Revolving Note and any further amounts
         evidenced by the Revolving Note shall hereafter be evidenced by the
         Restated Secured Revolving Note and any unpaid interest under the under
         the Revolving Note shall be payable on the first payment date on the
         Restated Secured Revolving Note.
<PAGE>

II.      Paragraph 1.47 of the Loan Agreement is amended to read as follows:

         "1.47. "Termination Date" shall mean the earlier of December 1, 2005,
         or the date on which Lender terminates this Agreement pursuant to
         Section 12.1 of this Agreement."

III.     Paragraph 2.1 of the Loan Agreement is amended to read as follows:

         "2.1. Advances. Subject to the terms and conditions of this Agreement
         including, without limitation, the Maximum Facility and relying upon
         the representations and warranties set forth in this Agreement, for so
         long as no Default or Event of Default shall have occurred and shall be
         continuing, Lender shall make Advances to Borrower on its request, from
         time to time during the term of this Agreement in an amount ("Borrowing
         Capacity") not to exceed at any one time outstanding the lesser of:

         (a) TWENTY-FIVE MILLION and 00/100 (25,000,000.00) Dollars, or

         (b) the sum of (i) eighty-five (85) percent of the face amount of
         Borrower's Eligible Receivables, (ii) fifty (50) percent of the Value
         of Borrower's Eligible Inventory, and (iii) fifty (50) percent of the
         outstanding face amount of Letters of Credit issued under this
         Agreement,

plus in each case, for the period from July 31st through November 30th only,
$8,000,000.00 provided an officer of Borrower submits to Lender an Authenticated
Record within twenty (20) days of the end of July, August, September, October
and November stating that sixty-five (65) percent of the value of all Eligible
Inventory is subject to confirmed bona fide purchase orders with unrelated third
parties. Value shall mean the lower of cost or the fair market value of such
Inventory, as reflected on the books and records of Borrower.

         For the purpose of calculating the Borrowing Capacity under Subsection
2.1(b), the face amount of all Letters of Credit shall be deducted from such
sum. Within the limits of the Borrowing Capacity, and subject to the limitations
set forth in this Agreement, Borrower may borrow, repay and reborrow Advances."

IV.      The undersigned Borrower and Guarantors acknowledge and agree that the
         term "Obligation" or "Obligations," as defined in the Loan Agreement,
         shall include the Restated Secured Revolving Note referred to in this
         Agreement.

V.       Any reference in any document executed and/or delivered in connection
         with the Loan Agreement to the "Agreement" or the "Loan Agreement"
         shall mean the revolving loan agreement dated December 23, 2002 as
         amended by this Agreement. Any reference in any document executed
         and/or delivered in connection with the Loan Agreement to the Revolving
         Note shall mean the note attached hereto as Schedule A. All of the
         provisions of the Restated Secured Revolving Note, the Loan Agreement
         or any other document executed or delivered in connection with the Loan
         Agreement (collectively, the "Loan Documents") are amended so that such
         terms shall be consistent with the provisions of this Agreement.
         Notwithstanding the foregoing, and to the extent that there is any
         inconsistency between the provisions of those agreements and this
         Agreement, the provisions of this Agreement shall govern.
<PAGE>

VI.      Bank's agreement to increase the amount of funds available under the
         Revolving Loan, to extend the maturity date of the Revolving Loan and
         Revolving Note from "December 1, 2004" to "December 1, 2005," to
         increase the amount of the direct debt sub-limit under the Revolving
         Loan from $22,000,000.00 to $25,000,000.00, to increase the
         over-advance limit from "$5,000,000.00" to "$8,000,000.00" for the
         period July 31st through November 30th and to otherwise modify the Loan
         Agreement and the other Loan Documents is not and shall not be
         construed as a waiver of any current or future default under the
         Revolving Note, the Restated Secured Revolving Note, the Loan Agreement
         or any other Loan Document nor shall it preclude Bank from proceeding
         against Borrower on any such default. This Agreement is also not a
         relinquishment of any rights or remedies Bank may have in connection
         with the Revolving Note, the Restated Secured Revolving Note, the Loan
         Agreement or any other Loan Document.

VII.     As a material condition to the entering into of this Agreement,
         Borrower and the undersigned Guarantors by executing this Agreement
         voluntarily and expressly waive any and all rights to assert a claim,
         counterclaim or defense which now exists of which they have actual
         knowledge against Bank arising out of or in any way connected with the
         Restated Secured Revolving Note, the Loan Agreement or any other Loan
         Document. The foregoing waiver shall apply to any action instituted by
         any of the undersigned and to any action or proceeding brought against
         any of the undersigned by Bank. The term "actual knowledge" means the
         conscious awareness of those officers of Borrower and the undersigned
         guarantors who have given substantive attention to this Agreement, of
         facts or information relating to such a claim, counterclaim or defense,
         without undertaking any investigation to determine the existence or
         absence of any such facts or information, either within Borrower or any
         of the undersigned guarantors or otherwise.

VIII.    Borrower and the guarantors by executing this Agreement acknowledge
         that there is due and owing on the Restated Secured Revolving Note as
         of the date hereof the principal sum of $17,700 000.

IX.      BORROWER AND THE GUARANTORS BY EXECUTING THIS AGREEMENT ACKNOWLEDGE
         THAT HE, SHE OR IT HAS HAD A FULL AND FAIR OPPORTUNITY TO REVIEW THIS
         AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN WITH COUNSEL OF HIS, HER
         OR ITS CHOICE AND THAT HE, SHE OR IT HAS BEEN ADVISED AS TO THEIR TERMS
         AND CONDITIONS, WHICH ARE ACCEPTABLE TO HIM, HER OR IT. FURTHER, EACH
         CONFIRMS THAT IN DELIVERING THIS AGREEMENT TO BANK, HE, SHE OR IT IS
         NOT RELYING ON ANY PROMISE, COMMITMENT, REPRESENTATION OR
         UNDERSTANDING, EITHER EXPRESS OR IMPLIED, MADE BY OR ON BEHALF OF BANK
         THAT IS NOT EXPRESSLY SET FORTH HEREIN, OR IN THE LOAN AGREEMENT, THE
         REVOLVING NOTE, THE RESTATED SECURED REVOLVING NOTE OR ANY OTHER LOAN
         DOCUMENT. BORROWER AND THE GUARANTORS BY EXECUTING THIS AGREEMENT AND
         THE RESTATED SECURED REVOLVING NOTE ACKNOWLEDGE AND UNDERSTAND THAT ALL
         OBLIGATIONS UNDER THE RESTATED SECURED REVOLVING NOTE ARE DUE AND
         PAYABLE IN ACCORDANCE WITH THE LOAN AGREEMENT AS AMENDED BY THIS
         AGREEMENT, UNLESS BANK IN ITS SOLE AND ABSOLUTE DISCRETION EXTENDS THE
         MATURITY DATE OF SUCH OBLIGATION AND THAT BANK HAS NOT MADE ANY
         REPRESENTATION THAT IT WILL EXTEND THE MATURITY DATE OF SUCH
         OBLIGATION.
<PAGE>

X.       This document may be executed in one or more counterparts and all such
         documents taken together shall be considered one original document.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized on the day and year first
above written



         WITNESS:                           JACLYN, INC.


         -----------------------        by: /s/ ANTHONY CHRISTON
                                            ------------------------------------
                                            Name:  Anthony C. Christon
                                            Title: Chief Financial
                                                   Officer & Treasurer


         WITNESS:                           HUDSON UNITED BANK


         -----------------------        by: /s/ DAVID S. YANAGISAWA
                                            ------------------------------------
                                            David S. Yanagisawa
                                            Senior Vice President
<PAGE>

         For valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned guarantors of the performance and payment
of Borrower, do hereby approve all of the terms and conditions of this
Agreement, do hereby approve the execution and delivery of this Agreement by
Jaclyn, Inc., do hereby acknowledge and confirm their continuing liability and
responsibility to Hudson United Bank with respect to the debts referred to in
this Agreement and the Loan Agreement including, without limitation, the
Restated Secured Revolving Note.

         WITNESS:                              Bonnie International
                                               (Hong Kong) Limited


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

         WITNESS:                              JLN, Inc.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

         WITNESS:                              Josell Global Sourcing Ltd.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

         WITNESS:                              Investments (JLN) Ltd.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

         WITNESS:                              Max N. Nitzberg, Inc.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

                         [Signatures continue next page]
<PAGE>

         WITNESS:                              Topsville, Inc.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer

         WITNESS:                              The Bag Factory Inc.


----------------------------                by /s/    ANTHONY C. CHRISTON
                                               ---------------------------------
                                               Name:  Anthony C. Christon
                                               Title: Chief Financial Officer