Exhibit 10.4


                     THE CIT GROUP/COMMERCIAL SERVICES, INC.
                               11 West 42nd Street
                                   11th Floor
                            New York, New York 10017


                                  May 31, 2007


Ronson Corporation
Ronson Consumer Products Corporation
Ronson Aviation, Inc.
Ronson Corporation of Canada, Ltd.
Corporate Park III
Campus Drive
P.O. Box 6707 Somerset, New Jersey 08875-6707

Attn:    Daryl K. Holcomb
         Vice President and Chief Financial Officer

Re:      Financing Agreement dated July 31, 2006 (as amended, restated, modified
         and supplemented from time to time, the "Financing Agreement"),  by and
         among The CIT Group/Commercial  Services, Inc., as agent for itself and
         for CIT Financial Ltd. ("CIT"), Ronson Corporation  ("Ronson"),  Ronson
         Consumer Products Corporation ("RCPC"),  Ronson Aviation,  Inc. ("RAI")
         and Ronson  Corporation of Canada,  Ltd. ("Ronson Canada" and, together
         with  Ronson,   RCPC  and  RAI,  each  a  "Company"  and  collectively,
         "Companies")

Ladies and Gentlemen:

         This  consent and  amendment  (the  "Second  Amendment")  shall  become
effective upon satisfaction of the conditions precedent set forth in Paragraph 8
below (the date on which this amendment  becomes  effective shall be referred to
as the  "Effective  Date").  Capitalized  terms used but not  otherwise  defined
herein shall have the meanings ascribed to them in the Financing Agreement:

         1. Consent to EPIC Financing.  As of the Effective Date, and subject to
the terms and conditions herein  contained,  CIT consents to the consummation of
the EPIC  Financing (as defined in the  amendments  to the  Financing  Agreement
hereinafter set forth) by RAI and Ronson.

         2.  Specified  Intellectual  Property.  As of the Effective  Date,  the
Companies  acknowledge  and  agree  that  the  Specified  Intellectual  Property
Collateral  shall  secure the  Obligations  consisting  of and arising  from the
Initial Term Loan in addition to the Obligations  consisting of and arising from
the Initial  Additional Term Loan pursuant to the terms of the amendments to the
Financing Agreement hereinafter set forth.

         3. Amendments to Financing Agreement  Definitions.  As of the Effective
Date,  Section  1.1 of the  Financing  Agreement,  Definitions,  is  amended  as
                                                   -----------
follows:

                  a.  The  defined  terms  "Collateral"  and  "Qualified  Hangar
                                            ----------         -----------------
Construction  Expenses" are amended and restated as set forth below and inserted
----------------------
in Section 1.1 where such terms would otherwise alphabetically appear.

<page>

                  Collateral  shall mean all assets of the Companies,  including
                  ----------
                  without   limitation,   all  present   and  future   Accounts,
                  Equipment,  Inventory  and other  Goods,  Documents  of Title,
                  General Intangibles,  Investment  Property,  the Airport Lease
                  and Other  Collateral,  but in all cases  other  than the Real
                  Property  Collateral and the Minority Ronson Canada  Interest;
                  provided,   however,  that  the  Collateral  shall  extend  to
                  --------    -------
                  Specified  Intellectual Property solely in order to secure the
                  Obligations  consisting  of and arising  from the Initial Term
                  Loan  and  the   Initial   Additional   Term  Loan  (it  being
                  acknowledged that upon satisfaction of such Obligations, CIT's
                  security interest in the Specified Intellectual Property shall
                  be released and the Specified  Intellectual  Property shall no
                  longer constitute Collateral).

                  Qualified  Hangar  Construction  Expenses shall mean all costs
                  -----------------------------------------
                  and  expenses  incurred  by one or  more of the  Companies  in
                  connection with the  construction  of and  improvements to the
                  premises   located  at  the   Trenton-Mercer   County  Airport
                  consisting  of a hangar  facility and  ancillary  improvements
                  covering  approximately  19,200  square  feet of space,  which
                  costs and expenses shall: (a) include the sums obtained by RAI
                  in  connection  with the EPIC  Financing;  and (b) not  exceed
                  $3,000,000 in the aggregate  during the term of this Financing
                  Agreement.

                  b. The new defined terms "EPIC",  "EPIC  Financing"  and "EPIC
                                            ----     ---------------        ----
Financing  Documents",  as set forth  below,  are inserted in Section 1.1 of the
--------------------
Financing Agreement where such terms would otherwise alphabetically appear:

                  EPIC  shall mean EPIC  Aviation,  LLC,  d/b/a Air BP  Aviation
                  ----
                  Services, an Oregon limited liability company.

                  EPIC Financing  shall mean the principal sum of up to $500,000
                  --------------
                  extended by EPIC to RAI in order to fund  certain of the costs
                  of construction of and  improvements to the premises leased to
                  RAI  pursuant  to the  Airport  Lease  consisting  of a hangar
                  facility and  ancillary  improvements  covering  approximately
                  19,200  square  feet of  space  (the  "Aircraft  Hangar")  and
                  evidenced by the EPIC Financing Documents.

                  EPIC Financing  Documents  shall mean: (a) a loan agreement by
                  -------------------------
                  and between EPIC and RAI  providing  for advances to RAI of up
                  to  $500,000;  (b) a security  agreement  to be  executed  and
                  delivered by RAI in favor of EPIC  granting to EPIC a security
                  interest and lien in and to the Aircraft Hangar, together with
                  all  improvements  and  fixtures  thereon;   (c)  a  corporate
                  guaranty to be executed  and  delivered  by Ronson in favor of
                  EPIC with respect to the  obligations  of RAI to EPIC; and (d)
                  an  amendment  to fuel  purchase  contract,  all in  form  and
                  substance heretofore delivered to CIT.

                  c. Clause (a) of the defined term "Permitted  Encumbrances" is
                                                     -----------------------
amended and restated in its entirety as follows:

                  (a) liens  existing on the Closing  Date on specific  items of
                  Equipment or created thereafter on specific items of Equipment
                  or other property in accordance  with the terms and conditions
                  of this Agreement and the other Loan Documents as set forth on
                  Schedule 1.1(a) attached hereto.

                  d. Clause (h) of the defined term "Permitted  Indebtedness" is
                                                     -----------------------
amended and restated in its entirety as follows:

                  (h)  other  Indebtedness  existing  on  the  Closing  Date  or
                  incurred   thereafter  in   accordance   with  the  terms  and
                  conditions of this  Agreement and the other Loan Documents and
                  set forth on Schedule 1.1(b) attached hereto.
                               --------------

<page>

4.       Amendments to Financing Agreement. As of the Effective Date,

                  a. Section 6.1(a)(y) of the Financing Agreement is amended and
restated in its entirety as follows:

                  (y) extend to the Specified  Intellectual  Property  solely in
                  order to secure the Obligations consisting of and arising from
                  the Initial  Term Loan and the Initial  Additional  Term Loan,
                  and  shall  be  released  at  such  time  as  the  Obligations
                  consisting  of and arising  from the Initial Term Loan and the
                  Initial  Additional Term Loan have been fully and indefeasibly
                  paid, satisfied and discharged.

                  b.  Section  6.10 of the  Financing  Agreement  is amended and
restated in its entirety as follows:

                  6.10 Special  Provisions  Relating to  Specified  Intellectual
                       ---------------------------------------------------------
                  Property. Upon the full payment, satisfaction and discharge of
                  --------
                  the Initial  Term Loan and the Initial  Additional  Term Loan,
                  CIT will thereupon release its lien upon and security interest
                  in the Specified Intellectual Property.

                  c. Section  10.3(b) of the Financing  Agreement is amended and
restated in its entirety as follows:

                  (b)  Specified  Intellectual  Property.   Notwithstanding  any
                  provision  to  the  contrary   contained  in  this   Financing
                  Agreement,  CIT may not assert any right, title or interest in
                  or to the  Specified  Intellectual  Property  (other  than the
                  commencement of foreclosure proceedings upon the occurrence of
                  an Event of  Default)  unless,  during  the  period  extending
                  ninety (90) days after the  commencement  of such  foreclosure
                  proceedings,  the Companies have not satisfied all Obligations
                  consisting  of and arising  from the Initial Term Loan and the
                  Initial Additional Term Loan.

                  d. Amendments to Schedules to Financing  Agreement.  As of the
                  Effective Date, the EPIC Financing shall constitute  Permitted
                  Indebtedness  under the  Financing  Agreement and the lien and
                  security  interest in the Aircraft  Hangar,  together with all
                  improvements  and fixtures  thereon,  granted  pursuant to the
                  EPIC Financing shall constitute a Permitted  Encumbrance under
                  the Financing  Agreement.  In  furtherance  of the  foregoing,
                  Schedules  1.1(a) and 1.1(b) of the  Financing  Agreement  are
                  amended as follows:

                           (i)  Schedule  1.1(a),  Permitted  Encumbrances,   is
                                                   -----------------------
amended to add the following additional
encumbrance as item 6 on such schedule:

                  6.  Subordinated   security  interest  and  lien  of  EPIC  in
                  connection  with the EPIC  Financing  in the right,  title and
                  interest  of RAI in and to the  19,200  square  foot  aircraft
                  hangar,  together with all improvements and fixtures  thereon,
                  to be constructed on the real property  leased by RAI pursuant
                  to the Airport Lease,  all as more fully  subordinated to CIT,
                  subject to and in accordance  with that certain  Subordination
                  and Intercreditor Agreement dated May 30, 2007, among RAI, CIT
                  and EPIC.

                           (ii)   Schedule   1.1(b),   Permitted   Indebtedness,
                                                       ------------------------
Paragraph C, is amended to add the following
Indebtedness of RAI:

                  The EPIC Financing,  fully subordinated to CIT, subject to and
                  in   accordance   with   that   certain    Subordination   and
                  Intercreditor  Agreement dated May 30, 2007 among RAI, CIT and
                  EPIC.

         5. Representations,  Warranties and Statements. The Companies represent
and  warrant to CIT that as of the date  hereof and except as set forth  herein,
(a) except for the  representations and warranties set forth in

<page>

Sections  6.8  and  6.9 of the  Financing  Agreement,  the  representations  and
warranties of the  Companies  set forth in the Financing  Agreement are true and
correct as if made on this date,  (b) other than Permitted  Encumbrances,  there
have been no liens, encumbrances, security interests, or claims filed against or
created in any of the Collateral from July 31, 2006 to the date hereof,  and (c)
no Default or Event of Default exists under the Financing Agreement.

         6. Acknowledgement of Obligations.  The Companies acknowledge,  confirm
and agree that as of the date  hereof the  Obligations  remain  outstanding  and
unconditionally  owing  by  the  Companies  to  CIT  without  defense,  set-off,
counterclaim, discount or charge of any kind.

         7.  Confirmation of Security  Interest.  As security for the payment or
other  satisfaction  of the  Obligations,  the  Companies  hereby  reconfirm the
assignment and grant of a continuing  perfected first priority  (subject only to
Permitted  Encumbrances)  lien,  charge  and  security  interest  in  and to the
Collateral,  whether  now owned or  hereafter  acquired,  created or arising and
wherever located,  granted to CIT by the Companies under the Financing Agreement
and the other Loan  Documents.  The Companies  hereby confirm and agree that all
such security  interests and liens granted to CIT under the Financing  Agreement
and the  other  Loan  Documents  continue  in full  force and  effect  and shall
continue to secure the  Obligations.  Nothing herein contained is intended to in
any way impair or limit the  validity,  priority  and  extent of CIT's  existing
security interest in and liens upon the Collateral.

         8. Conditions  Precedent.  This Second Amendment shall become effective
only upon receipt by CIT of all of the documents or other items set forth below,
all in form and substance satisfactory to CIT and its counsel:

                  (a) this Second Amendment, duly executed by the Companies;

                  (b) a Subordination Agreement, duly executed by RAI and EPIC;

                  (c) the First  Amendment to Trademark,  Patent and  Industrial
Designs Security Agreement, duly executed by Ronson;

                  (d)  Within 2 days of the  full  execution  of same,  true and
correct  copies  of the fully  executed  EPIC  Financing  Documents  which  EPIC
Financing  Documents  shall  include the language set forth in Section 21 of the
Subordination Agreement; and

                  (e)  such  other  agreements,   documents,   certificates  and
instruments as CIT may reasonably require.

         9. Release.  Each of the Companies and each Guarantor hereby absolutely
and  unconditionally  releases  and  forever  discharges  CIT,  and  any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract or tort or under any state or federal law or otherwise,  which any such
Company or such Guarantor has had, now has or has made claim to have against any
such  person  for or by  reason  of any act,  omission,  matter,  cause or thing
whatsoever  arising from the  beginning of time to and  including  the Effective
Date of this Second Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown.

         10.  No Other  Amendments;  No  Waiver.  Except as  expressly  modified
hereby,  all terms and conditions of the Loan Documents shall remain  unmodified
and in full  force and  effect  and are hereby  ratified  and  confirmed  by the
Companies, and except as explicitly stated herein nothing contained herein shall
be  construed  as a waiver by CIT of any rights it may have under the  Financing
Agreement, the other Loan Documents or otherwise, to declare a default under the
Financing  Agreement  or other Loan  Documents  as a result of any breach by the
Companies,  or any of them, of any covenants or  agreements  contained  therein,
whether or not  presently  known to CIT.  The  granting of any waiver,  consent,
extension or amendment  shall not impose or imply an  obligation on CIT to grant
any consent,  waiver,  extension or amendment on any future occasion.  Companies
expressly  ratify and confirm the waiver of jury trial  provisions  contained in
the Loan Documents.

<page>

         11. Counterparts. This document may be executed in counterpart, each of
which  counterpart  shall be deemed to be an  original,  and such  counterparts,
taken together, shall constitute one and the same document.

         Please  evidence  your  agreement to the foregoing by signing below and
returning this letter to us.


                                    Very truly yours,

                                    THE CIT GROUP/COMMERCIAL SERVICES, INC.


                                    By:     /s/ Marc Theisinger
                                            ------------------------------------
                                    Name:   Marc Theisinger
                                    Title:  Vice President


ACKNOWLEDGED and AGREED to on this 30th day of May 2007.

RONSON CORPORATION


By:      /s/ Louis V. Aronson II
         -----------------------
Name:    Louis V. Aronson II
Title:   President & CEO

RONSON CONSUMER PRODUCTS CORPORATION


By:      /s/ Louis V. Aronson II
         -----------------------
Name:    Louis V. Aronson II
Title:   President & CEO

RONSON AVIATION, INC.


By:      /s/ Louis V. Aronson II
         -----------------------
Name:    Louis V. Aronson II
Title:   President & CEO

RONSON CORPORATION OF CANADA LTD.


By:      /s/ Louis V. Aronson II
         -----------------------
Name:    Louis V. Aronson II
Title:   President

CIT FINANCIAL LIMITED


By:      /s/ Algis Vaitonis
         -----------------------
Name:    Algis Vaitonis
Title:   SVP, Chief Risk Officer


<page>

                              CONSENT OF GUARANTORS
                              ---------------------

The undersigned Guarantors,  intending to be legally bound, do hereby consent to
the execution,  delivery and  performance of the within and foregoing  Amendment
and confirm and reaffirm, without setoff, counterclaim, deduction or other claim
of  avoidance  of any nature,  the  continuing  effect of each such  Guarantor's
Guaranty of the Guaranteed Obligations (as defined in the respective Guaranties)
after  giving  effect  to the  foregoing  consent  and  amendment  and all prior
consents and amendments.

ACKNOWLEDGED and AGREED to on this 30th day of May 2007.

/s/ Louis V. Aronson II
-----------------------
Louis V. Aronson II


RONSON HYDRAULIC UNITS CORPORATION

By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO

                  CONSENT OF AFFILIATED SUBORDINATING CREDITOR
                  --------------------------------------------

The  undersigned  affiliated  subordinating  creditor,  intending  to be legally
bound,  does hereby  consent to the execution,  delivery and  performance of the
within and  foregoing  Amendment  and confirms and  reaffirms,  without  setoff,
counterclaim,  deduction  or  other  claim  of  avoidance  of  any  nature,  the
continuing effect of such subordinating creditor's Subordination Agreement after
giving effect to the foregoing  consent and amendment and all prior consents and
amendments.

ACKNOWLEDGED and AGREED to on this 30th day of May 2007.


RONSON HYDRAULIC UNITS CORPORATION

By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO

<page>



                                                           CIT

                                                           March 13, 2007


Ronson Corporation
Corporate Park III-Campus Drive
Somerset, NJ 08875

Ronson Consumer Products Corporation
Corporate Park III-Campus Drive
Somerset, NJ 08875

Ronson Aviation, Inc.
Trenton-Mercer County Airport
Ewing Township, NJ 08628

Ronson Corporation of Canada Ltd.
5810 Ambler Drive
Mississauga, Ontario L4W 4S5


                       WAIVER, CONSENT AND ACKNOWLEDGEMENT

THIS WAIVER,  CONSENT AND  ACKNOWLEDGMENT,  dated as of March 13,  2007,  to the
Financing  Agreement,  dated as of July 31, 2006 as amended by and among  Ronson
Corporation  ("Ronson  Corp."),  Ronson Consumer Products  Corporation  ("Ronson
Consumer"),  Ronson Aviation, Inc. ("Ronson Aviation") and Ronson Corporation of
Canada Ltd. ("Ronson Canada"),  and together with Ronson Corp.,  Ronson Consumer
and Ronson Aviation, each a "Borrower" and collectively,  the "Borrowers"),  and
The CIT Group/Commercial  Services,  Inc., a New York corporation ("CIT"),  (the
"Financing Agreement").

1. All capitalized  terms used herein and not otherwise  defined herein are used
herein as defined in the Financing Agreement.

2. Pursuant to the request of the Borrowers and in accordance  with Section 10.2
of the  Financing  Agreement,  CIT hereby  consents  to, and waives any Event of
Default  that would  otherwise  arise under  Section  10.1(d) and 10.1(e) of the
Financing  Agreement  from,  any  non-compliance  by  the  Borrowers  with,  the
provisions of Section 7.3(b) of the Financing Agreement by reason of the failure
of the Borrowers to have a Fixed Charge  Coverage  Ratio of at least 1.15 to 1.0
for the 6-month period ending December 31, 2006,  provided that the Fixed Charge
Coverage Ratio was at least 1.00 for such 6-month period.

3. This Waiver,  Consent and Acknowledgment shall be governed by the laws of the
State of New York.

4. This  Waiver,  Consent and  Acknowledgment  shall be  effective  only in this
specific  instance and for the specific  purpose and period set forth herein and
does not allow any other or further  departure  from the terms of the  Financing
Agreement which terms shall continue in full force and effect.

This waiver  shall be effective  upon  receipt by us of an amendment  fee in the
amount of Ten Thousand  Dollars (or we may charge your Revolving Loan Account in
the amount of such fee pursuant to the Financing Agreement).

You hereby agree to pay to us, as of the date hereof, a documentation fee in the
amount  of Three  Hundred  Dollars  ($300.00)  to  compensate  us for use of our
in-house legal  department and facilities in documenting  this waiver.  Such fee
shall be due and payable in full on the date  hereof and may, at our option,  be
charged to your Loan Account.


CIT Commercial Services
11 West 42nd Street
New York, NY 10036                t: 212.461.5200


<page>

Except to the extent set forth  herein,  no other  waiver of or change in any of
the terms,  provisions or  conditions of the Financing  Agreement is intended or
implied.  This  letter  agreement  shall  not  constitute  a waiver of any other
Default or Event of Default  under the  Financing  Agreement  (whether or not we
have knowledge thereof), and shall not constitute a waiver of any future Default
or Event of Default whatsoever.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Waiver,  Consent and
Acknowledgment  to be  executed  by their  respective  officers  thereunto  duly
authorized as of the day and year first above written.


                                        THE CIT GROUP/COMMERCIAL SERVICES, INC.


                                        By:      /s/ Marc Theisinger
                                                 -------------------
                                        Name:    Marc Theisinger
                                        Title:   Vice President


Acknowledged and Agreed:

RONSON CORPORATION


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON CONSUMER PRODUCTS CORPORATION


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON AVIATION, INC.


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON CORPORATION OF CANADA LTD.


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President

Read and agreed to:

CIT FINANCIAL LTD.


By:      /s/ Algis Vaitonis
         ------------------------
Name:    Algis Vaitonis
Title:   Chief Risk Officer


<page>


Except to the extent set forth  herein,  no other  waiver of or change in any of
the terms,  provisions or  conditions of the Financing  Agreement is intended or
implied.  This  letter  agreement  shall  not  constitute  a waiver of any other
Default or Event of Default  under the  Financing  Agreement  (whether or not we
have knowledge thereof), and shall not constitute a waiver of any future Default
or Event of Default whatsoever.

IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Waiver,   Consent  and
Acknowledgment  to be  executed  by their  respective  officers  thereunto  duly
authorized as of the day and year first above written.


                                         THE CIT GROUP/COMMERCIAL SERVICES, INC.



                                         By:      /s/ Marc Theisinger
                                         Name:    Marc Theisinger
                                         Title:   Vice President


Acknowledged and Agreed:

RONSON CORPORATION


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON CONSUMER PRODUCTS CORPORATION


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON AVIATION, INC.


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President & CEO


RONSON CORPORATION OF CANADA LTD.


By:      /s/ Louis V. Aronson II
         ------------------------
Name:    Louis V. Aronson II
Title:   President


CIT FINANCIAL LTD.


By:      /s/ Algis Vaitonis
         ------------------------
Name:    Algis Vaitonis
Title:   Chief Risk Officer