JACLYN INC
EX10.3; NON-QUALIFIED STOCK OPTION
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_3-f8k120604.txt
<DESCRIPTION>EX10.3; NON-QUALIFIED STOCK OPTION
<TEXT>
                                                                   Exhibit 10.03


                                  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
30th day of November  2004 between  JACLYN,  INC., a Delaware  corporation  (the
"Company"), and Albert Safer (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  30, 2004 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 $6.70 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

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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.

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

                                      -2-
<PAGE>

                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/ Albert Safer
                                          ------------------------------
                                          Albert Safer, Optionee

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

                                          ------------------------------
                                                     Address

                                          ------------------------------
                                          Tax Id. or Social Security No.


                                      -3-

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