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                                EXHIBIT NO. 10(k)

                                  JACLYN, INC.
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                       NON-QUALIFIED STOCK OPTION CONTRACT
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                 THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the
2nd day of December 1998,  between  JACLYN,  INC., a Delaware  corporation  (the
"Company") and Albert Safer (the "Optionee").
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                                   WITNESSETH:
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               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 December 2, 1998 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 $3.75 per share, being 100% of the fair market value of
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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
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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 I I 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
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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
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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.

                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.
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                                    JACLYN, INC.



                                    By: /s/ Robert Chestnov
                                       ----------------------

                                    Its: President


                                    Optionee /s/Albert Safer
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                                          876 Aztec Trail
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                                          Franklin Lakes, NJ 07417
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                                          Address

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                                          Tax Id. or Social Security No.