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                                                               EXHIBIT NO. 10(v)


                                 JACLYN, INC.
                                635 59th Street
                            West New York, NJ 07093

                                                               December 29, 1997


Mr. Robert Chestnov
602 Orchard Lane
Franklin Lakes, NJ 07417

Dear Mr. Chestnov:

In recognition of and in consideration for, among other things, services
rendered to Jaclyn, Inc. (the "Company") by you as its President and Chief
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Executive Officer, the Board of Directors of the Company has determined to grant
to you, upon the terms and subject to the conditions set forth below, a
restricted stock award of Twenty Thousand (20,000) shares (the "Shares") of the
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common stock, $1.00 par value per share, of the Company, subject to your
representations, warranties and agreements set forth below.

     1.  You hereby represent and warrant that you (a) are acquiring the Shares
for your own account and not with a view to the distribution of the Shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
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Act"), (b) have no present agreement, understanding or arrangement to pledge,
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sell, assign, transfer or otherwise dispose of all or any of the Shares, (c)
have adequate means of providing for your current needs and possible future
contingencies and have no need, and anticipate no need in the foreseeable
future, to pledge, sell, assign, transfer or otherwise dispose of all or any of
the Shares.

     2.  You agree that you may not pledge, sell, assign, transfer or otherwise
dispose of all or any of the Shares until January 1, 2000. You also acknowledge
that the Shares have not been registered under the under the Securities Act or
any state securities laws, and that any pledge, sale, assignment, transfer or
other disposition of the Shares by you may be made only pursuant to a
registration statement under the Securities Act which is effective and current
with respect to the sale of the Shares, or a specific exemption from the
registration requirements of the Securities Act, and, in any event, in
accordance with all applicable state securities laws. Nothing herein shall be
construed as requiring the Company to register the Shares under the Securities
Act or to qualify or register the Shares under any applicable state securities
laws. Any attempted pledge, sale, assignment, transfer or other disposition of
any or all of the Shares in violation of this letter agreement shall be void and
of no force or effect.

     3.  In addition, and notwithstanding anything herein to the contrary, if at
any time the Company shall determine that the listing or qualification of the
Shares on any securities exchange or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to, or in connection with, the pledge, sale, assignment, transfer or
other disposition of the Shares, the Shares may not be pledged, sold, assigned,
transferred or otherwise disposed of unless same may be effected or obtained
free of any conditions not acceptable to the Company.

     4.  The Company may affix legends upon the certificates for the Shares and
may issue such "stop transfer" instructions to its transfer agent in respect of
the Shares as may be necessary or appropriate to prevent a violation of, or to
perfect an exemption from, the registration requirements of the Securities Act
and any applicable state securities laws, or to otherwise effect the intent and
purposes of this Agreement.

     5.  In the event of a breach or threatened breach by you of the provisions
of this letter agreement, the Company shall be entitled to an injunction by any
court or tribunal to restrain you from committing or continuing any such breach
or threatened breach.  In any proceeding for an injunction, you hereby agree
that your ability to 
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answer in damages shall not be a bar or be interposed as a defense to the
granting of a temporary or permanent injunction against you. You also
acknowledge that the Company will not have an adequate remedy at law in the
event of any such breach or threatened breach by you and that the Company may
suffer irreparable damage and injury in the event of such a breach or threatened
breach. Nothing contained herein shall be construed as prohibiting the Company
from pursuing any other remedy or remedies available to the Company in respect
of such breach or threatened breach. The provisions of this paragraph 5 shall
survive the termination of the your employment with the Company.

     6.  This letter agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument.  This letter agreement
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York, without regard to principles of conflicts of law.

     Please acknowledge your agreement to the foregoing by signing and returning
this Agreement to the Company.  Please retain the attached copy for your
records.

                                       Very truly yours,

                                       JACLYN, INC.

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

AGREED:

   /s/ Robert Chestnov
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     Robert Chestnov