RONCO CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors of Ronco Corporation (with its subsidiaries, the
"Company") has adopted this code of ethics (this "Code") to:

      o     promote honest and ethical conduct, including fair dealing and the
            ethical handling of conflicts of interest;

      o     promote full, fair, accurate, timely and understandable disclosure;

      o     promote compliance with applicable laws and governmental rules and
            regulations;

      o     ensure the protection of the Company's legitimate business
            interests, including corporate opportunities, assets and
            confidential information; and

      o     deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar
with the Code and to adhere to those principles and procedures set forth in the
Code that apply to them.

For the purposes of this Code, the "Code of Ethics Contact Person" will be the
Company's CFO or General Counsel.

From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors and must be promptly disclosed as required
by SEC or Nasdaq rules. Any waiver for other employees may be made only by the
Audit Committee..

I.    Honest and Candid Conduct

Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.

Each director, officer and employee must:

      o     Act with integrity, including being honest and candid while still
            maintaining the confidentiality of information where required or
            consistent with the Company's policies.

      o     Observe both the form and spirit of laws and governmental rules and
            regulations, accounting standards and Company policies.

      o     Adhere to a high standard of business ethics.

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II.   Conflicts of interest

A "conflict of interest" occurs when an individual's private interest interferes
or appears to interfere with the interests of the Company. A conflict of
interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. Any material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest should be
discussed with the Code of Ethics Contact Person.

Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, whenever possible, be avoided.

In particular, clear conflict of interest situations involving directors and
executive officers may include the following:

      o     any significant ownership interest in any supplier or customer;

      o     any consulting or employment relationship with any customer,
            supplier or competitor;

      o     any outside business activity that detracts from an individual's
            ability to devote appropriate time and attention to his or her
            responsibilities with the Company;

      o     the receipt of non-nominal gifts or excessive entertainment from any
            company with which the Company has current or prospective business
            dealings;

      o     being in the position of supervising, reviewing or having any
            influence on the job evaluation, pay or benefit of any immediate
            family member; and

      o     selling anything to the Company or buying anything from the Company,
            except on the same terms and conditions as comparable directors,
            officers or employees are permitted to so purchase or sell.

Such situations, if material, should always be discussed with the Code of Ethics
Contact Person.

Anything that would present a conflict for a director, officer or employee would
likely also present a conflict if it is related to a member of his or her
family.

III.  Disclosure

Each director, officer or employee involved in the Company's disclosure process,
including the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer is required to be familiar with and comply with the Company's
disclosure controls and procedures and internal control over financial
reporting, to the extent relevant to his or her area of responsibility, so that
the Company's public reports and documents filed with the Securities and
Exchange Commission ("SEC") comply in all material respects with the applicable
federal securities laws and SEC rules. In addition, each such person having

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direct or supervisory authority regarding these SEC filings or the Company's
other public communications concerning its general business, results, financial
condition and prospects should, to the extent appropriate within his or her area
of responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in the Company's disclosure
process, including without limitation the Senior Financial Officers, must:

      o     Familiarize himself or herself with the disclosure requirements
            applicable to the Company as well as the business and financial
            operations of the Company.

      o     Not knowingly misrepresent, or cause others to misrepresent, facts
            about the Company to others, whether within or outside the Company,
            including to the Company's independent auditors, governmental
            regulators and self-regulatory organizations.

      o     Properly review and critically analyze proposed disclosure for
            accuracy and completeness (or, where appropriate, delegate this task
            to others).

IV.   Compliance

It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.

It is against Company policy and in many circumstances illegal for a director,
officer or employee to profit from undisclosed information relating to the
Company or any other company. Any director, officer or employee may not purchase
or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer or
employee may not purchase or sell securities of any other company while in
possession of any material nonpublic information relating to that company.

Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of any Company securities, should consult with the
Company's legal counsel before making any such purchase or sale.

V.    Reporting and Accountability

The Audit Committee or the Board of Directors is responsible for applying this
Code to specific situations in which questions are presented to it and has the
authority to interpret this Code in any particular situation. Any director,
officer or employee who becomes aware of any existing or potential violation of
this Code is required to notify the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.

Any questions relating to how this Code should be interpreted or applied should
be addressed to the Code of Ethics Contact Person.

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Each director, officer or employee must:

      o     Notify the Code of Ethics Contact Person promptly of any existing or
            potential violation of this Code.

      o     Not retaliate against any other director, officer or employee for
            reports of potential violations that are made in good faith.

The Audit Committee or Board of Directors shall take all action they consider
appropriate to investigate any violations reported to them. If a violation has
occurred, the Company will take such disciplinary or preventive action as it
deems appropriate.

VI.   Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.

VII.  Confidentiality

In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,
suppliers, or joint venture parties. Directors, officers and employees must
maintain the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.

VIII. Fair Dealing

We have a history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information or misrepresentation
of material facts.

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IX.   Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.