EXHIBIT 10.1

                    THIRD AMENDMENT TO FORBEARANCE AGREEMENT

         This Third  Amendment to  Forbearance  Agreement (the  "Amendment")  is
entered into as of this 4th day of May, 2009 by and among Ronson Corporation,  a
New Jersey corporation ("Parent"),  Ronson Consumer Products Corporation,  a New
Jersey  corporation  ("RCPC"),  Ronson Aviation,  Inc., a New Jersey corporation
("RAI") and Ronson Corporation of Canada Ltd., an Ontario  corporation  ("Ronson
Canada")  (RCPC and RAI are  collectively  and  individually  referred to as the
"Domestic  Borrower" or "Domestic  Borrowers";  the Domestic Borrower and Ronson
Canada are  collectively  and  individually  referred  to as the  "Borrower"  or
"Borrowers",  and the  Borrowers,  together  with  Parent are  collectively  and
individually  referred to as the  "Obligors")  and Wells  Fargo  Bank,  National
Association ("Lender"), acting through its Wells Fargo Business Credit operating
division.

                                    RECITALS:

         Borrowers  and Lender  are  parties  to a certain  Credit and  Security
Agreement  dated  as of May 30,  2008 (as  amended,  modified,  supplemented  or
restated from time to time,  the "Credit  Agreement"),  relating to financing by
Lender to Borrowers.

         Certain Events of Default occurred under the Credit Agreement and, as a
result  thereof,  Lender and  Borrowers  entered into that  certain  Forbearance
Agreement  dated as of March 29, 2009 (as  amended,  modified,  supplemented  or
restated from time to time, the "Forbearance Agreement";  capitalized terms used
but not  specifically  defined herein shall have the meanings  provided for such
terms in the  Forbearance  Agreement),  whereby  Lender  agreed to forbear  from
exercising  certain  of its  rights and  remedies  available  as a result of the
Existing Events of Default.

         The Forbearance  Agreement expires pursuant to its terms not later than
May 4, 2009.

         Borrowers   have   requested   that  Lender  amend  the  definition  of
Termination  Event to  extend  the  stated  expiration  date in the  Forbearance
Agreement  from May 4, 2009 to June 12, 2009 in order to provide  Borrowers with
additional  time to explore a Liquidity  Transaction  and to amend certain terms
and conditions of the Credit Agreement.

         Lender has considered  Borrowers' request and, in an effort to continue
working with Borrowers, hereby agrees to amend the Forbearance Agreement and the
Credit Agreement on the terms and conditions set forth below.

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

         1. Amendment to Credit Agreement. As of the date hereof, the definition
            -----------------------------
of  Maximum  Line  Amount set forth in Section  1.1 of the Credit  Agreement  is
amended and restated in its entirety to read as follows:

                                       1
<PAGE>

                  "Maximum Line Amount" means $2,500,000,  unless this amount is
         reduced  pursuant to Section  2.12,  in which event it means such lower
         amount.

         2. Amendment to Forbearance  Agreement.  As of the date hereof, Section
            -----------------------------------
2(b) of the Forbearance  Agreement shall be amended and restated in its entirety
to read as follows:

         (a) For purposes of this  Agreement,  a "Termination  Event" shall mean
the  earliest  to occur  of (i)  June  12,  2009 and (ii) any one or more of the
following:

                  (A) the  failure  of the  Obligors  to comply  with the terms,
         covenants, agreements and conditions of this Agreement;

                  (B) any  representation  or  warranty  made  herein  shall  be
         incorrect in any material respect;

                  (C) the  occurrence  of any Event of Default  under the Credit
         Agreement, other than the Existing Events of Default;

                  (D)  Obligors  shall fail to employ a CRO (as  defined  below)
         throughout the term of this Agreement;

                  (E) in the Lender's  discretion,  it determines that Parent is
         no longer actively pursuing a Liquidity Transaction; and

                  (F) Any Person,  other than Lender,  shall exercise its rights
         and remedies  against the Obligors as a result of defaults or events of
         defaults  arising under any agreement  between Obligors and such Person
         due to cross-defaults arising from the Existing Events of Default.

         3. RCPC Raw Materials Advance Rate. Obligors acknowledge and agree that
            -------------------------------
based  on a recent  appraisal  obtained  by  Lender,  Lender  shall  adjust  the
Inventory advance rate on Eligible  Inventory of RCPC constituting raw materials
to  seventeen  percent  (17%) of cost,  which is equal to 85% of the Net Orderly
Liquidation Value of such Inventory.

         4. Sums Secured;  Estoppel.  The Obligors acknowledge and reaffirm that
            -----------------------
their  obligations to Lender as set forth in and evidenced by the Loan Documents
are due and  owing  without  any  defenses,  set-offs,  recoupments,  claims  or
counterclaims  of any  kind  as of the  date  hereof.  To the  extent  that  any
defenses,  set-offs,  recoupments,  claims or counterclaims  may exist as of the
date hereof, the Obligors waive and release Lender from the same.

         5. No Other Changes.  Except as explicitly  amended by this  Amendment,
            ----------------
all of the terms and  conditions of the  Forbearance  Agreement  shall remain in
full force and effect.

         6.  References.  All references in the  Forbearance  Agreement to "this
             ----------
Agreement"  shall be deemed to refer to the  Forbearance  Agreement  as  amended
hereby.

         7. No Waiver. The execution of this Amendment shall not be deemed to be
            ---------
a waiver of any Default or Event of Default under the Credit Agreement, a waiver
of any Termination Event under the Forbearance  Agreement or breach,  default or
event of default  under any Loan  Documents  or other  document  held by Lender,
whether or not known to Lender and  whether or not  existing on the date of this
Amendment.

                                       2
<PAGE>

         8. Waiver and Release of Claims and Defenses. The Obligors hereby waive
            -----------------------------------------
and release all claims and demands of any nature  whatsoever  that they now have
or may have against  Lender,  whether arising under the Loan Documents or by any
acts or  omissions  of Lender,  or any of its  directors,  officers,  employees,
affiliates,  attorneys or agents,  or  otherwise,  and whether known or unknown,
existing as of the date of the  execution of this  Amendment,  and further waive
and release any and all defenses of any nature  whatsoever to the payment of the
Obligations or the performance of their obligations under Loan Documents.

         9.  Reaffirmation  of Loan  Documents.  The Obligors hereby agree with,
             ---------------------------------
reaffirm and acknowledge their  representations and warranties  contained in the
Loan Documents.  Furthermore,  the Obligors represent that their representations
and warranties  contained in the Loan Documents  continue to be true and in full
force and effect.  This agreement,  reaffirmation and acknowledgment is given to
Lender by the Obligors without defenses, claims or counterclaims of any kind. To
the extent that any such defenses,  claims or  counterclaims  against Lender may
exist, the Obligors waive and release Lender from same.

         10.  Ratification  and  Reaffirmation  of Loan Documents.  The Obligors
              ---------------------------------------------------
ratify and reaffirm all terms, covenants, conditions and agreements contained in
the Loan Documents.

         11.  No  Preferential  Treatment.  No  Obligor  has  entered  into this
              ---------------------------
Amendment to provide any preferential treatment to Lender or any other creditor.
No Obligor intends to file for protection or seek relief under the United States
Bankruptcy  Code or any similar federal or state law providing for the relief of
debtors.

         12. Legal  Representation.  Each of the parties hereto acknowledge that
             ---------------------
they have been  represented by independent  legal counsel in connection with the
execution  of this  Amendment,  that  they  are  fully  aware of the  terms  and
conditions  contained  herein,  and that they have entered into and executed the
within  Amendment  as a voluntary  action and without  coercion or duress of any
kind.

         13. Partial  Invalidity;  No  Repudiation.  If any of the provisions of
             -------------------------------------
this  Amendment  shall  contravene  or be held  invalid  under  the  laws of any
jurisdiction,  this  Amendment  shall be  construed  as if not  containing  such
provisions and the rights, remedies, warranties, representations, covenants, and
provisions   hereof  shall  be  construed  and  enforced   accordingly  in  such
jurisdiction  and shall not in any manner  affect  such  provision  in any other
jurisdiction, or any other provisions of this Amendment in any jurisdiction.

         14. Binding  Effect.  This Amendment is binding upon the parties hereto
             ---------------
and their respective  heirs,  administrators,  executors,  officers,  directors,
representatives and agents.

         15.  Governing Law. This Amendment shall be governed by the laws of the
              -------------
State of New York.

         16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO
             --------------------
A TRIAL  BY JURY,  AS TO ANY  ACTION  WHICH  MAY  ARISE AS A RESULT  OF THE LOAN
DOCUMENTS, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.


                                       3
<PAGE>

         17. Counterparts.  This Amendment and/or any documentation contemplated
             ------------
or  required  in   connection   herewith  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original  and all of which shall
be considered one and the same document.  Delivery of an executed counterpart of
a signature page of this document by facsimile shall be effective as delivery of
a manually executed counterpart of this document.


                            [Signature pages follow]



                                       4
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto,  intending to be legally bound
hereby, do hereby execute this Amendment the date and year first above written.

RONSON CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON CONSUMER PRODUCTS CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON AVIATION, INC.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer
RONSON CORPORATION OF CANADA LTD.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION


By:   S/PETER GANNON, V.P.
      ----------------------------------
      Peter Gannon, Vice President




                                       5
<PAGE>

                    SECOND AMENDMENT TO FORBEARANCE AGREEMENT

         This Second  Amendment to Forbearance  Agreement (the  "Amendment")  is
entered into as of this 29th day of April, 2009 by and among Ronson Corporation,
a New Jersey corporation ("Parent"), Ronson Consumer Products Corporation, a New
Jersey  corporation  ("RCPC"),  Ronson Aviation,  Inc., a New Jersey corporation
("RAI") and Ronson Corporation of Canada Ltd., an Ontario  corporation  ("Ronson
Canada")  (RCPC and RAI are  collectively  and  individually  referred to as the
"Domestic  Borrower" or "Domestic  Borrowers";  the Domestic Borrower and Ronson
Canada are  collectively  and  individually  referred  to as the  "Borrower"  or
"Borrowers",  and the  Borrowers,  together  with  Parent are  collectively  and
individually  referred to as the  "Obligors")  and Wells  Fargo  Bank,  National
Association ("Lender"), acting through its Wells Fargo Business Credit operating
division.

                                    RECITALS:

         Borrowers  and Lender  are  parties  to a certain  Credit and  Security
Agreement  dated  as of May 30,  2008 (as  amended,  modified,  supplemented  or
restated from time to time,  the "Credit  Agreement"),  relating to financing by
Lender to Borrowers.

         Certain events of default occurred under the Credit Agreement and, as a
result  thereof,  Lender and  Borrowers  entered into that  certain  Forbearance
Agreement  dated as of  March  29,  2009  (as  amended  from  time to time,  the
"Forbearance  Agreement";  capitalized  terms used but not specifically  defined
herein  shall  have the  meanings  provided  for such  terms in the  Forbearance
Agreement),  whereby  Lender  agreed to forbear from  exercising  certain of its
rights and remedies available as a result of the Existing Events of Default.

         The Forbearance  Agreement expires pursuant to its terms not later than
April 29, 2009.

         Borrowers   have   requested   that  Lender  amend  the  definition  of
Termination  Event to  extend  the  stated  expiration  date in the  Forbearance
Agreement from April 29, 2009 to May 4, 2009 in order to provide  Borrowers with
additional time to explore a Liquidity Transaction.

         Lender has considered  Borrowers' request and, in an effort to continue
working with Borrowers,  hereby agrees to amend the Forbearance Agreement on the
terms and conditions set forth below.

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

         1. Amendment to Forbearance Agreement.
            ----------------------------------

         (a) As of the date hereof,  Section 2(b) of the  Forbearance  Agreement
shall be amended and restated in its entirety to read as follows:

                  (A) For  purposes of this  Agreement,  a  "Termination  Event"
         shall mean the earliest to occur of (i) May 4, 2009 and (ii) any one or
         more of the following:

                                       1
<PAGE>

                  (B) the  failure  of the  Obligors  to comply  with the terms,
         covenants, agreements and conditions of this Agreement;

                  (C) any  representation  or  warranty  made  herein  shall  be
         incorrect in any material respect;

                  (D) the  occurrence  of any Event of Default  under the Credit
         Agreement, other than the Existing Events of Default;

                  (E)  Obligors  shall fail to employ a CRO (as  defined  below)
         throughout the forbearance period;

                  (F) in the Lender's  discretion,  it determines that Parent is
         no longer actively pursuing a Liquidity Transaction; and

                  (G) Any Person,  other than Lender,  shall exercise its rights
         and remedies  against the Obligors as a result of defaults or events of
         defaults  arising under any agreement  between Obligors and such Person
         due to cross-defaults arising from the Existing Events of Default.

         2. Sums Secured;  Estoppel.  The Obligors acknowledge and reaffirm that
            -----------------------
their  obligations to Lender as set forth in and evidenced by the Loan Documents
are due and  owing  without  any  defenses,  set-offs,  recoupments,  claims  or
counterclaims  of any  kind  as of the  date  hereof.  To the  extent  that  any
defenses,  set-offs,  recoupments,  claims or counterclaims  may exist as of the
date hereof, the Obligors waive and release Lender from the same.

         3. No Other Changes.  Except as explicitly  amended by this  Amendment,
            ----------------
all of the terms and  conditions of the  Forbearance  Agreement  shall remain in
full force and effect.

         4.  References.  All references in the  Forbearance  Agreement to "this
             ----------
Agreement"  shall be deemed to refer to the  Forbearance  Agreement  as  amended
hereby.

         5. No Waiver. The execution of this Amendment shall not be deemed to be
            ---------
a waiver of any Default or Event of Default under the Credit Agreement, a waiver
of any Termination Event under the Forbearance  Agreement or breach,  default or
event of default  under any Loan  Documents  or other  document  held by Lender,
whether or not known to Lender and  whether or not  existing on the date of this
Amendment.

         6. Waiver and Release of Claims and Defenses. The Obligors hereby waive
            -----------------------------------------
and release all claims and demands of any nature  whatsoever  that they now have
or may have against  Lender,  whether arising under the Loan Documents or by any
acts or  omissions  of Lender,  or any of its  directors,  officers,  employees,
affiliates,  attorneys or agents,  or  otherwise,  and whether known or unknown,
existing as of the date of the  execution of this  Amendment,  and further waive
and release any and all defenses of any nature  whatsoever to the payment of the
Obligations or the performance of their obligations under Loan Documents.

         7.  Reaffirmation  of Loan  Documents.  The Obligors hereby agree with,
             ---------------------------------
reaffirm and acknowledge their  representations and warranties  contained in the
Loan Documents.  Furthermore,  the Obligors represent that their representations
and warranties  contained in the Loan Documents  continue to be true and in full
force and effect.  This agreement,  reaffirmation and acknowledgment is given to
Lender by the Obligors without defenses, claims or counterclaims of any kind. To
the extent that any such defenses,  claims or  counterclaims  against Lender may
exist, the Obligors waive and release Lender from same.

                                       2
<PAGE>

         8.  Ratification  and  Reaffirmation  of Loan  Documents.  The Obligors
             ----------------------------------------------------
ratify and reaffirm all terms, covenants, conditions and agreements contained in
the Loan Documents.

         9.  No  Preferential  Treatment.  No  Obligor  has  entered  into  this
             ---------------------------
Amendment to provide any preferential treatment to Lender or any other creditor.
No Obligor intends to file for protection or seek relief under the United States
Bankruptcy  Code or any similar federal or state law providing for the relief of
debtors.

         10. Legal  Representation.  Each of the parties hereto acknowledge that
             ---------------------
they have been  represented by independent  legal counsel in connection with the
execution  of this  Amendment,  that  they  are  fully  aware of the  terms  and
conditions  contained  herein,  and that they have entered into and executed the
within  Amendment  as a voluntary  action and without  coercion or duress of any
kind.

         11. Partial  Invalidity;  No  Repudiation.  If any of the provisions of
             -------------------------------------
this  Amendment  shall  contravene  or be held  invalid  under  the  laws of any
jurisdiction,  this  Amendment  shall be  construed  as if not  containing  such
provisions and the rights, remedies, warranties, representations, covenants, and
provisions   hereof  shall  be  construed  and  enforced   accordingly  in  such
jurisdiction  and shall not in any manner  affect  such  provision  in any other
jurisdiction, or any other provisions of this Amendment in any jurisdiction.

         12. Binding  Effect.  This Amendment is binding upon the parties hereto
             ---------------
and their respective  heirs,  administrators,  executors,  officers,  directors,
representatives and agents.

         13.  Governing Law. This Amendment shall be governed by the laws of the
              -------------
State of New York.

         14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO
             --------------------
A TRIAL  BY JURY,  AS TO ANY  ACTION  WHICH  MAY  ARISE AS A RESULT  OF THE LOAN
DOCUMENTS, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

         15. Counterparts.  This Amendment and/or any documentation contemplated
             ------------
or  required  in   connection   herewith  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original  and all of which shall
be considered one and the same document.  Delivery of an executed counterpart of
a signature page of this document by facsimile shall be effective as delivery of
a manually executed counterpart of this document.

                            [Signature pages follow]



                                       3
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto,  intending to be legally bound
hereby, do hereby execute this Amendment the date and year first above written.

RONSON CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON CONSUMER PRODUCTS CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON AVIATION, INC.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer
RONSON CORPORATION OF CANADA LTD.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION


By:   S/PETER GANNON, V.P.
      ----------------------------------
      Peter Gannon, Vice President



                                       4
<PAGE>


                       AMENDMENT TO FORBEARANCE AGREEMENT

         This Amendment to Forbearance  Agreement (the  "Amendment")  is entered
into as of this 24th day of April, 2009 by and among Ronson  Corporation,  a New
Jersey  corporation  ("Parent"),  Ronson Consumer  Products  Corporation,  a New
Jersey  corporation  ("RCPC"),  Ronson Aviation,  Inc., a New Jersey corporation
("RAI") and Ronson Corporation of Canada Ltd., an Ontario  corporation  ("Ronson
Canada")  (RCPC and RAI are  collectively  and  individually  referred to as the
"Domestic  Borrower" or "Domestic  Borrowers";  the Domestic Borrower and Ronson
Canada are  collectively  and  individually  referred  to as the  "Borrower"  or
"Borrowers",  and the  Borrowers,  together  with  Parent are  collectively  and
individually  referred to as the  "Obligors")  and Wells  Fargo  Bank,  National
Association ("Lender"), acting through its Wells Fargo Business Credit operating
division.

                                    RECITALS:

         Borrowers  and Lender  are  parties  to a certain  Credit and  Security
Agreement  dated  as of May 30,  2008 (as  amended,  modified,  supplemented  or
restated from time to time,  the "Credit  Agreement"),  relating to financing by
Lender to Borrowers.

         Certain events of default occurred under the Credit Agreement and, as a
result  thereof,  Lender and  Borrowers  entered into that  certain  Forbearance
Agreement dated as of March 29, 2009 (the "Forbearance  Agreement";  capitalized
terms used but not specifically  defined herein shall have the meanings provided
for such terms in the Forbearance  Agreement),  whereby Lender agreed to forbear
from exercising  certain of its rights and remedies available as a result of the
Existing Events of Default.

         The Forbearance  Agreement expires pursuant to its terms not later than
April 24, 2009.

         Borrowers   have   requested   that  Lender  amend  the  definition  of
Termination  Event to  extend  the  stated  expiration  date in the  Forbearance
Agreement  from April 24, 2009 to April 29,  2009 in order to provide  Borrowers
with additional time to explore a Liquidity Transaction.

         Lender has considered  Borrowers' request and, in an effort to continue
working with Borrowers,  hereby agrees to amend the Forbearance Agreement on the
terms and conditions set forth below.

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

         1. Amendment to Forbearance Agreement.
            ----------------------------------

         (a) As of the date hereof,  Section 2(b) of the  Forbearance  Agreement
shall be amended and restated in its entirety to read as follows:

                  (A) For  purposes of this  Agreement,  a  "Termination  Event"
         shall mean the earliest to occur of (i) April 29, 2009 and (ii) any one
         or more of the following:

                                       1
<PAGE>

                  (B) the  failure  of the  Obligors  to comply  with the terms,
         covenants, agreements and conditions of this Agreement;

                  (C) any  representation  or  warranty  made  herein  shall  be
         incorrect in any material respect;

                  (D) the  occurrence  of any Event of Default  under the Credit
         Agreement, other than the Existing Events of Default;

                  (E)  Obligors  shall fail to employ a CRO (as  defined  below)
         throughout the Forbearance Period;

                  (F) in the Lender's  discretion,  it determines that Parent is
         no longer actively pursuing a Liquidity Transaction; and

                  (G) Any Person,  other than Lender,  shall exercise its rights
         and remedies  against the Obligors as a result of defaults or events of
         defaults  arising under any agreement  between Obligors and such Person
         due to cross-defaults arising from the Existing Events of Default.

         2. Sums Secured;  Estoppel.  The Obligors acknowledge and reaffirm that
            -----------------------
their  obligations to Lender as set forth in and evidenced by the Loan Documents
are due and  owing  without  any  defenses,  set-offs,  recoupments,  claims  or
counterclaims  of any  kind  as of the  date  hereof.  To the  extent  that  any
defenses,  set-offs,  recoupments,  claims or counterclaims  may exist as of the
date hereof, the Obligors waive and release Lender from the same.

         3. No Other Changes.  Except as explicitly  amended by this  Amendment,
            ----------------
all of the terms and  conditions of the  Forbearance  Agreement  shall remain in
full force and effect.

         4.  References.  All references in the  Forbearance  Agreement to "this
             ----------
Agreement"  shall be deemed to refer to the  Forbearance  Agreement  as  amended
hereby.

         5. No Waiver. The execution of this Amendment shall not be deemed to be
            ---------
a waiver of any Default or Event of Default under the Credit Agreement, a waiver
of any Termination Event under the Forbearance  Agreement or breach,  default or
event of default  under any Loan  Documents  or other  document  held by Lender,
whether or not known to Lender and  whether or not  existing on the date of this
Amendment.

         6. Waiver and Release of Claims and Defenses. The Obligors hereby waive
            -----------------------------------------
and release all claims and demands of any nature  whatsoever  that they now have
or may have against  Lender,  whether arising under the Loan Documents or by any
acts or  omissions  of Lender,  or any of its  directors,  officers,  employees,
affiliates,  attorneys or agents,  or  otherwise,  and whether known or unknown,
existing as of the date of the  execution of this  Amendment,  and further waive
and release any and all defenses of any nature  whatsoever to the payment of the
Obligations or the performance of their obligations under Loan Documents.

         7.  Reaffirmation  of Loan  Documents.  The Obligors hereby agree with,
             ---------------------------------
reaffirm and acknowledge their  representations and warranties  contained in the
Loan Documents.  Furthermore,  the Obligors represent that their representations
and warranties  contained in the Loan Documents  continue to be true and in full
force and effect.  This agreement,  reaffirmation and acknowledgment is given to
Lender by the Obligors without defenses, claims or counterclaims of any kind. To
the extent that any such defenses,  claims or  counterclaims  against Lender may
exist, the Obligors waive and release Lender from same.

                                       2
<PAGE>

         8.  Ratification  and  Reaffirmation  of Loan  Documents.  The Obligors
             ----------------------------------------------------
ratify and reaffirm all terms, covenants, conditions and agreements contained in
the Loan Documents.

         9.  No  Preferential  Treatment.  No  Obligor  has  entered  into  this
             ---------------------------
Amendment to provide any preferential treatment to Lender or any other creditor.
No Obligor intends to file for protection or seek relief under the United States
Bankruptcy  Code or any similar federal or state law providing for the relief of
debtors.

         10. Legal  Representation.  Each of the parties hereto acknowledge that
             ---------------------
they have been  represented by independent  legal counsel in connection with the
execution  of this  Amendment,  that  they  are  fully  aware of the  terms  and
conditions  contained  herein,  and that they have entered into and executed the
within  Amendment  as a voluntary  action and without  coercion or duress of any
kind.

         11. Partial  Invalidity;  No  Repudiation.  If any of the provisions of
             -------------------------------------
this  Amendment  shall  contravene  or be held  invalid  under  the  laws of any
jurisdiction,  this  Amendment  shall be  construed  as if not  containing  such
provisions and the rights, remedies, warranties, representations, covenants, and
provisions   hereof  shall  be  construed  and  enforced   accordingly  in  such
jurisdiction  and shall not in any manner  affect  such  provision  in any other
jurisdiction, or any other provisions of this Amendment in any jurisdiction.

         12. Binding  Effect.  This Amendment is binding upon the parties hereto
             ---------------
and their respective  heirs,  administrators,  executors,  officers,  directors,
representatives and agents.

         13.  Governing Law. This Amendment shall be governed by the laws of the
              -------------
State of New York.

         14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO
             --------------------
A TRIAL  BY JURY,  AS TO ANY  ACTION  WHICH  MAY  ARISE AS A RESULT  OF THE LOAN
DOCUMENTS, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

         15. Counterparts.  This Amendment and/or any documentation contemplated
             ------------
or  required  in   connection   herewith  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original  and all of which shall
be considered one and the same document.  Delivery of an executed counterpart of
a signature page of this document by facsimile shall be effective as delivery of
a manually executed counterpart of this document.

                            [Signature pages follow]


                                       3
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto,  intending to be legally bound
hereby, do hereby execute this Amendment the date and year first above written.

RONSON CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON CONSUMER PRODUCTS CORPORATION


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

RONSON AVIATION, INC.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer
RONSON CORPORATION OF CANADA LTD.


By:   S/JOEL GETZLER
      ----------------------------------
Print Name: Joel Getzler
Print Title: Chief Restructuring Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION


By:   S/PETER GANNON, V.P.
      ----------------------------------
      Peter Gannon, Vice President



                                       4