Exhibit 10.1


                            SECOND NOTE AND MORTGAGE
                             MODIFICATION AGREEMENT
    MODIFYING NOTE AND MORTGAGE, DATED SEPTEMBER 27, 2006, RECORDED WITH THE
  REGISTER OF MIDDLESEX COUNTY ON OCTOBER 10, 2006 IN MORTGAGE BOOK 11875, PAGE
            534 AND RE-RECORDED ON OCTOBER 22, 2007 IN MORTGAGE BOOK
 12672, PAGE 0459, AS SUBSEQUENTLY MODIFIED BY A NOTE AND MORTGAGE MODIFICATION
  AGREEMENT DATED MARCH 26, 2008 AND RECORDED ON APRIL 8, 2008 IN MORTGAGE BOOK
               00147, PAGE 0617 SECURING THE SUM OF $2,200,000.00

         THIS AGREEMENT made this 13th day of August, 2008 between RONSON
                                  ----
CONSUMER PRODUCTS CORPORATION, with an address at 3 Ronson Road, Woodbridge, New
Jersey 07205 (hereinafter referred to as "Mortgagor") and CAPITAL ONE, N.A.
(formerly known as NORTH FORK BANK), having an address at 275 Broadhollow Road,
Melville, New York 11747 (hereinafter referred to as "Mortgagee").

         WHEREAS, on September 27, 2006, Mortgagor gave a mortgage (the
"Original Mortgage") to Mortgagee to secure a loan on property commonly known as
3 Ronson Road, Lot 1-D, Block 367, Township of Woodbridge, County of Middlesex
and State of New Jersey, which loan was evidenced by a certain Mortgage
Promissory Note, dated simultaneously with the Original Mortgage (the "Note"),
executed by Mortgagor; and

         WHEREAS, said Original Mortgage, with an Assignment of Leases and Rents
and other Agreements, was recorded with the Clerk of Middlesex County on October
10, 2006 in Mortgage Book 11875, Page 534; and

         WHEREAS, in order to correct a typographical error, said Original
Mortgage was re-recorded with the Clerk of Middlesex County on October 22, 2007
in Mortgage Book 12672, Page 0459; and

         WHEREAS, a Note and Mortgage Modification Agreement, dated March 26,
2008 (the "Modification Agreement", and, together with the Mortgage, hereinafter
collectively referred to as the "Mortgage"), was recorded on April 8, 2008 in
Mortgage Book 00147, Page 0617, whereby certain terms and conditions of the
Original Mortgage and the Note were modified; and

         WHEREAS, the parties wish to further modify the Mortgage and Note
executed by Mortgagor in favor of Mortgagee to reflect certain additional
changes in their agreement; and

         WHEREAS, the parties wish to have this Second Note and Mortgage
Modification Agreement executed and filed with the Clerk of the County of
Middlesex as consideration for Mortgagee refraining from declaring the Note and
Mortgage, as previously modified, in default.


<PAGE>



         NOW, THEREFORE, for the mutual promises set forth above, the parties
agree as follows:

1.       The parties acknowledge that, as of August 12, 2008, the total
         principal and accrued interest sum due and owing for the Note and
         Mortgage given by Mortgagor to Mortgagee is $2,142,979.81.

2.       Effective as of September 1, 2008, the Interest Rate, as defined in
         Section 1 of the Note and amended in Section 3 of the Modification
         Agreement, is hereby further modified and amended as follows:

                           (a) from September 1, 2008 through December 31, 2008,
                  the Interest Rate is hereby increased to 9.00%;

                           (b) from January 1, 2009 through March 31, 2009, the
                  Interest Rate is hereby increased to 9.50%;

                           (c) from April 1, 2009 through June 30, 2009, the
                  Interest Rate is hereby increased to 10.00%;

                           (d) from July 1, 2009 through September 30, 2009, the
                  Interest Rate is hereby increased to 10.50%; and

                           (e) from October 1, 2009 through the Maturity Date
                  (as revised herein), the Interest Rate shall be increased to
                  11.00%.

3.       As of the date of this Agreement, the Maturity Date of the Loan, as
         defined in Section 2 of the Note, shall be deemed to be January 1, 2010
         and, accordingly, all references in this Agreement, the Note, Mortgage
         and other related loan documents to the Maturity Date shall be deemed
         to mean January 1, 2010.

4.       Mortgagor shall pay Mortgagee's costs and expenses related to the
         preparation and negotiation of this Agreement, including all recording
         charges and all of Mortgagee's legal fees with respect to same.
         Mortgagee's legal bill shall be paid by Mortgagor within thirty (30)
         days of presentment of the legal bill to Mortgagor.

5.       Mortgagor shall be required to pay Mortgagee a modification fee of
         $10,688.77 as consideration for this Agreement, which fee shall be paid
         by Mortgagor simultaneously with the execution by Mortgagor of this
         Agreement.

6.       Effective as of the date of this Agreement, Mortgagee hereby agrees to
         waive the pre-tax earnings covenant set forth in Section 7 of the
         Modification Agreement.

7.       Effective as of the date of this Agreement, Section 6 of the Note,
         entitled "Prepayments", is hereby deleted in its entirety and replaced
         with the following:

<PAGE>


                           "6. Prepayments. The Borrower shall have the right,
                               -----------
                  upon no less than thirty (30) days prior written notice, to
                  prepay the Loan in multiples of $10,000.00 with interest
                  computed to the last day of the month in which any prepayment
                  is made, provided, however, that Borrower shall pay an Exit
                  Fee in connection with any such prepayment(s) occurring from
                  and after April 1, 2009, as follows:

                                    (i)      $200,000.00, from April 1, 2009
                                             through July 31, 2009; and
                                    (ii)     $400,000.00, from August 1, 2009
                                             through the Maturity Date."

8.       Any violation of this Agreement by Mortgagor shall constitute an Event
         of Default for which Mortgagee may avail itself of the remedies set
         forth in the Note, Mortgage and all other loan documents executed by
         Mortgagor, dated September 27, 2006.

9.       Mortgagor acknowledges and agrees that Mortgagee is under no obligation
         to enter into any modification agreements in the future and Mortgagee
         is not obligated to waive any future defaults, as per the terms of the
         Mortgage.



<PAGE>


                          MORTGAGEE:     CAPITAL ONE, N.A.
                                         (FORMERLY NORTH FORK BANK)



Witness:

________________________                   By:
------------------------                         -------------------------------
                                           Name: Frederick Knodel
                                           Title: Vice President

CORPORATION ACKNOWLEDGEMENT

STATE OF _____________, COUNTY OF ___________, SS:

BE IT REMEMBERED, that on this ____ day of August, 2008, before me, the
subscriber, personally appeared __________, _____________ of Capital One, N.A.,
formerly known as North Fork Bank, who acknowledges under oath, to my
satisfaction, that the corporation: (a) is a corporation under the laws of the
United States of America; and (b) he is authorized to sign, seal and deliver
this instrument as the voluntary act and deed of the corporation and that
shareholder and director authority is not necessary.


                                               ----------------------------
                                               Notary Public




<PAGE>


                       MORTGAGOR:     RONSON CONSUMER PRODUCTS
                                      CORPORATION



Witness:

/s/ Daryl K. Holcomb                  By:     /s/ Louis V. Aronson II
-------------------------------              -----------------------------------
                                      Name:  Louis V. Aronson II
                                      Title: President & Chief Executive Officer

CORPORATION ACKNOWLEDGEMENT

STATE OF NEW JERSEY, COUNTY OF Somerset, SS:
                               --------

BE IT REMEMBERED, that on this 13th day of August, 2008, before me, the
subscriber, personally appeared Louis V. Aronson II, President & Chief Executive
                                ------------------------------------------------
Officer of Ronson Consumer Products Corporation, who acknowledges under oath, to
-------
my satisfaction, that the corporation: (a) is a corporation of the State of New
Jersey; and (b) he is authorized to sign, seal and deliver this instrument as
the voluntary act and deed of the corporation and that shareholder and director
authority is not necessary.


                                              /s/ Dawnmarie Cap
                                              ----------------------------------
                                              Notary Public







Record & Return to:

Jersey Stewart Title Agency, LLC
1055 Parsippany Blvd., Suite 503
Parsippany, New Jersey 07054