EXHIBIT 10(a)


                    AMENDMENT TO LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is made
this  6th  day  of  March,  1997,   by  and  between  RONSON  CONSUMER  PRODUCTS
CORPORATION,  a  New  Jersey  corporation  (the  "Borrower")  and  SUMMIT  BANK,
successor-by-merger to United Jersey Bank (the "Bank").

         WHEREAS,  the  Borrower  and the Bank are  parties to a certain  credit
facility,  pursuant to a certain Loan and Security  Agreement  dated  January 6,
1995, as amended by certain letter amendments dated August 22, 1995, December 1,
1995,  March 20, 1996,  May 20, 1996,  August 22, 1996,  September  10, 1996 and
December  12,  1996  (collectively  and  individually  referred  to as the "Loan
Agreement") (all capitalized  terms used, but not specifically  defined,  herein
shall have the meaning provided for such terms in the Loan Agreement); and

         WHEREAS,  in order to provide the Borrower with a continuing  source of
working  capital,  the Borrower has requested that the Bank increase the maximum
principal amount of the Revolving Loan from Two Million  ($2,000,000.00) Dollars
to Two Million Five Hundred Thousand  ($2,500,000.00)  Dollars and has requested
that  the  Bank  otherwise  amend  certain  terms  and  conditions  of the  Loan
Agreement; and

         WHEREAS, to induce the Bank to increase the maximum principal amount of
the Revolving  Loan and to otherwise  amend certain terms and  conditions of the
Loan Agreement, the Borrower has offered to execute and deliver this Amendment;

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

         1. The Borrower  acknowledges  and agrees that the  Obligations 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, the Borrower waives and releases
the Bank from the same.

         2. As of the date of this  Amendment,  Subsection  1.1(aq)  of the Loan
Agreement is amended in its entirety as follows:

                  "(aq) "Revolving Loan Final Maturity Date": June 30, 2000."

         3.  As of the  date  of  this  Amendment,  Subsection  1.1 of the  Loan
Agreement is amended by the addition of this  sub-paragraph  (ar) to read in its
entirety as follows:

                  "(ar) "Acceptance" or "Banker's Acceptance":  A draft drawn by
         the  Borrower  against  the Bank,  as drawee,  which the Bank has, by a
         signed written agreement on the draft, agreed to pay as presented."

         4. As of the date of this Amendment, Subsections 2.1(a), 2.1(c), 2.1(h)
and  2.1(i) of the Loan  Agreement  are  amended  in their  entirety  to read as
follows:
<PAGE>
                  "(a) The Bank shall lend and re-lend to the  Borrower  amounts
         which shall not exceed in the  aggregate  of unpaid  principal  of such
         amounts  outstanding at any one time the lesser of (i) Two Million Five
         Hundred Thousand ($2,500,000.00) Dollars, or (ii) the sum of --

                           (A) Eighty (80%)  percent of the  Qualified  Accounts
         Receivable of the Borrower,  less the aggregate sum of all debit memos,
         plus

                           (B) the  lesser of (i)  fifty  (50%)  percent  of the
         lower  of the net  cost to the  Borrower  or the  market  value  of the
         Qualified  Inventory,  or (ii) One Million Two Hundred  Fifty  Thousand
         ($1,250,000.00) Dollars, less

                           (C) A reserve  for the full face amount of all issued
         and outstanding Letters of Credit."

                  "(c) The  outstanding  principal  amount of the Revolving Loan
         shall bear interest at a rate of interest per annum equal to the Bank's
         Floating  Base  Rate plus one and  one-half  (1.5%)  percent,  computed
         daily,  with each  change in the Bank's  Floating  Base  Rate,  for the
         actual number of days elapsed as if each full  calendar year  consisted
         of three hundred sixty (360) days."

                  "(h) Upon the  request  of the  Borrower,  the Bank  agrees to
         issue from time to time prior to the Revolving Loan Final Maturity Date
         (i) documentary Letters of Credit in the aggregate face amount of up to
         Seven Hundred Thousand  ($700,000.00)  Dollars and (ii) standby Letters
         of Credit in the  aggregate  face amount of up to One Hundred  Thousand
         ($100,000.00) Dollars, all in such form as may be approved from time to
         time  by  the  Bank,  and in  accordance  with  the  Letter  of  Credit
         Application;  provided,  however,  that the Bank's  agreement  to issue
         Letters of Credit shall terminate  immediately  upon termination of the
         Revolving Loan. Each documentary  Letter of Credit shall be for periods
         of not more than sixty (60) days. No documentary Letter of Credit shall
         have an  expiration  date  later  than  thirty  (30) days  prior to the
         Revolving Loan Final Maturity Date. Each standby Letter of Credit shall
         have an  expiration  date of (i) not more  than one (1) year  after the
         date of issuance or (ii) thirty (30) days prior to the  Revolving  Loan
         Final  Maturity  Date,  whichever of (i) or (ii) occurs  earlier.  Each
         standby  Letter of Credit  may,  if  required,  provide  for  automatic
         renewal  unless the  beneficiary  is notified  within  thirty (30) days
         prior to the expiration date; provided, however, that no standby Letter
         of Credit shall provide for automatic renewal beyond the Revolving Loan
         Final Maturity Date."

                  "(i) Should the Borrower terminate the Revolving Loan prior to
         the  Revolving  Loan Final  Maturity  Date,  the  Borrower  shall pay a
         prepayment/termination premium in an amount equal to:

                           (i) one and  one-half  (1.5%)  percent of the maximum
                  amount of the  Revolving  Loan if terminated on or before June
                  30, 1998; or

                           (ii)  three-quarters  (0.75%)  percent of the maximum
                  amount of the  Revolving  Loan if terminated on or before June
                  30, 2000.
<PAGE>
         Having a zero balance  under the  Revolving  Loan shall not be deemed a
         prepayment    or    termination    subject   to   the    aforementioned
         prepayment/termination  premium  unless  and  until  such  time  as the
         Borrower  terminates  this  Agreement  and  satisfies  all  outstanding
         Obligations,  and the Bank is released of any obligation to make loans,
         advances or extensions of credit to the Borrower."

         5. As of the  date  hereof,  Subsection  2.1 of the Loan  Agreement  is
amended by the  addition  of  sub-paragraph  2.1(j) to read in its  entirety  as
follows:

                  "(j) Upon the  request  of the  Borrower  and  presentment  of
         drafts  for  payment,  the  Bank  may  from  time to time  prior to the
         Revolving   Loan  Final   Maturity  Date,  in  its  sole  and  absolute
         discretion,  create Acceptances in accordance with the Bank's customary
         practices and  procedures  in the  aggregate  face amount of up to Four
         Hundred Thousand  ($400,000.00)  Dollars.  Each Acceptance shall be for
         periods of not more than sixty (60) days.  No  Acceptance  shall have a
         maturity date later than thirty (30) days prior to the  Revolving  Loan
         Final Maturity Date. The Bank's agreement to create  Acceptances  shall
         terminate   immediately   upon   termination  of  the  Revolving  Loan.
         Acceptances  shall be  created  in lieu of,  and shall be deemed to be,
         advances under the Revolving Loan immediately when created."

         6. As of the date hereof,  Subsection  6.32(b) of the Loan Agreement is
amended in its entirety to read as follows:

                  "(b) The  Borrower  shall  pay to the Bank a  commission  with
         respect to each  stand-by  Letter of Credit,  in an amount equal to one
         (1.0%)  percent  per annum of the stated  amount of each such  stand-by
         Letter of Credit, and any renewals thereof,  to be paid by the Borrower
         upon issuance of each such stand-by Letter of Credit."

         7. As of the date  hereof,  Subsection  6.32 of the Loan  Agreement  is
amended  by the  addition  of this  Subsection  (e) to read in its  entirety  as
follows:

                  "(e) The Borrower  shall pay the Bank a commission fee for the
         creation  of  each  Acceptance,   in  an  amount  equal  to  three  and
         three-quarters  (3.75%)  percent  in excess of the  Bank's  normal  and
         customary  rates for banker's  acceptances,  to be paid by the Borrower
         upon creation of each Acceptance. The Borrower shall also pay all other
         normal and customary costs and expenses incurred or charged by the Bank
         in   creating,   effecting   payment   under,   amending  or  otherwise
         administering any Acceptance, all due and payable immediately upon such
         costs or expenses being incurred or charged by the Bank."

         8. As of the date of this Amendment,  Subsections 6.33(a),  6.33(b) and
6.33(d) of the Loan Agreement are amended in their entirety to read as follows:

                  "(a) Minimum  Tangible  Capital Funds of not less than (i) One
         Million  ($1,000,000.00)  Dollars at December 31, 1996 and  thereafter,
         (ii) Two Million  Seven  Hundred  Thousand  ($2,700,000.00)  Dollars at
         December  31,  1997 and  thereafter,  (iii)  Three  Million One Hundred
         Thousand  ($3,100,000.00)  Dollars at December 31, 1998 and thereafter,
         and (iv) Three Million Five Hundred Thousand ($3,500,000.00) Dollars at
         December 31, 1999 and thereafter."
<PAGE>
                  "(b) A  ratio  of  unsubordinated  debt  to  Minimum  Tangible
         Capital  Funds of not  greater  than 3.25 to 1 at all times  during the
         term of this Agreement."

                  "(d) A Minimum  Net  Profit of not less than Two  Million  Two
         Hundred Fifty Thousand ($2,250,000.00) Dollars for each fiscal year."

         9. In  consideration of the Bank's agreement to (i) extend the maturity
date of the  Revolving  Loan from  March 7, 1997  until  June 30,  2000 and (ii)
otherwise  amend certain terms and conditions of the Loan Agreement as set forth
herein, the Borrower shall pay to the Bank, simultaneously with the execution of
this  Amendment,  a  non-refundable  renewal  fee in an  amount  equal to Twelve
Thousand Five Hundred ($12,500.00)  Dollars,  which is and shall be deemed to be
earned upon execution of this Amendment. The Borrower hereby authorizes the Bank
to charge the Borrower's  Revolving Loan or demand  deposit  account  maintained
with the Bank for the payment of this renewal fee.

         10.  The  Borrower  shall  pay on demand  all  reasonable  legal  fees,
recording expenses and other reasonable and necessary  disbursements of the Bank
incident to the preparation,  execution and delivery of this Amendment,  and any
and all other documents,  instruments,  writings and agreements  related to this
Amendment.

         11. The Borrower  hereby agrees to and does indemnify and hold the Bank
and each of its directors, officers, employees, affiliates, attorneys and agents
harmless  from and  against  any and all  liabilities  which may be imposed  on,
incurred  by or asserted  against the same in any manner  relating to or arising
out of the Loan Agreement or any act, event or transaction related to, attendant
to or preceding the execution of this Amendment, other than those resulting from
the Bank's gross negligence or wilful misconduct.

         12. The Borrower  hereby agrees with,  reaffirms and  acknowledges  the
representations  and warranties  contained in the Loan Agreement,  except as set
forth on Schedule J annexed  hereto which shall be deemed to amend Schedule J of
the   Loan   Agreement.   Furthermore,   the   Borrower   represents   that  the
representations  and warranties  contained in the Loan Agreement  continue to be
true  and  in  full  force  and  effect.   This  agreement,   reaffirmation  and
acknowledgment is given to the Bank by the Borrower without defenses,  claims or
counterclaims  of any kind.  To the  extent  that any such  defenses,  claims or
counterclaims  against the Bank may exist,  the Borrower waives and releases the
Bank from same.

         13.  The  Borrower   ratifies  and  reaffirms  all  terms,   covenants,
conditions and agreements contained in the Loan Agreement.

         14. All other terms and conditions of the Loan  Agreement,  and any and
all exhibits and schedules  annexed thereto and all other writings  submitted by
the Borrower to the Bank pursuant  thereto,  shall remain  unchanged and in full
force and effect.

         15. This Amendment shall not constitute a waiver or modification of any
of  the  Bank's  rights  and  remedies  or of  any  of  the  terms,  conditions,
warranties,  representations,  or  covenants  contained  in the Loan  Agreement,
except as specifically  set forth above, and the Bank hereby reserves all of its
rights and remedies pursuant to the Loan Agreement and applicable law.
<PAGE>
         16. Subject to any applicable  grace and/or cure periods under the Loan
Agreement,  the  failure  of the  Borrower  to  satisfy  any of  the  terms  and
conditions of this Amendment shall constitute an Event of Default under the Loan
Agreement.

         17. This Amendment may be executed in counterparts, each of which, when
taken together, shall be deemed to be one and the same instrument.

         Executed at Somerset, New Jersey, on the date first written above.

Witness:                                           RONSON CONSUMER PRODUCTS
                                                   CORPORATION


/s/Daryl Holcomb                                   By:/s/Louis V. Aronson II
----------------                                      -----------------------
Daryl Holcomb                                         Louis V. Aronson, II
                                                      President and Chief
                                                      Executive Officer

                                                   SUMMIT BANK


/s/Robert Munns                                    By:/s/Amy Lindsay
---------------                                       --------------
Robert Munns                                          Amy Lindsay,
                                                      Vice President


<PAGE>
                                                                   EXHIBIT 10(b)

                        AMENDED AND RESTATED MASTER NOTE
                                     Secured

$2,500,000.00                                                      March 6, 1997

         In consideration of such loans as SUMMIT BANK,  successor-by-merger  to
United Jersey Bank (the "Bank") from time to time may elect to make hereon to or
for the benefit of or at the request of the undersigned (the "Revolving  Loan"),
the undersigned  hereby promises to pay on demand, in accordance with Subsection
8.1(a) of a certain  Loan and  Security  Agreement  dated  January  6, 1995 (the
"Original Loan Agreement"), as amended by certain letter amendments dated August
22,  1995,  December 1, 1995,  March 20, 1996,  May 20,  1996,  August 22, 1996,
September  10, 1996 and December 12, 1996,  and a certain  Amendment to Loan and
Security Agreement of even date herewith, all by and between the undersigned and
the Bank  (collectively and individually  referred to as the "Amendments")  (the
Original Loan  Agreement and the Amendments are  collectively  and  individually
referred  to as the "Loan  Agreement"),  or upon the  occurrence  of an Event of
Default as defined in the Loan Agreement  provided,  however, if no demand shall
be made,  then on June 30,  2000,  to the  order of  SUMMIT  BANK at its  office
located at 750 Walnut Street,  Cranford,  New Jersey,  in lawful money of United
States of America, all loans, plus any interest thereon, then unpaid. The unpaid
balance of each loan shall bear interest from the date thereof until paid at the
rate of one and one-half percent (1.5%) percent in excess of the Bank's Floating
Base Rate, as adjusted  from time to time,  computed on the basis of actual days
elapsed and a year of 360 days,  unless  prohibited by law, which interest shall
be payable  monthly.  Notwithstanding  any other  limitations  contained in this
note,  the Bank  does not  intend  to charge  and the  undersigned  shall not be
required  to pay any  interest or other fees or charges in excess of the maximum
permitted by  applicable  law.  Any payments in excess of such maximum  shall be
refunded to the undersigned or credited against  principal.  The Bank's Floating
Base Rate means the floating base rate  announced  from time to time by the Bank
at its main office,  from which the floating base rate and other borrowing rates
may be determined  (which is not necessarily the lowest rate of interest charged
by the Bank).

         The unpaid  principal  balance  hereon at any time shall not exceed Two
Million Five Hundred Thousand  ($2,500,000.00) Dollars and shall be equal to the
aggregate  amount  of all  loans  then  made  less the  aggregate  amount of all
payments  then made  thereon.  The holder  hereof is  authorized to set forth in
writing from time to time on the reverse hereof the date and amount of each loan
and any payment of principal and the principal balance then unpaid hereon.

         The  undersigned may pay this note in full at any time and in part from
time to time subject to the  prepayment/termination  premium  schedule set forth
hereafter,  and the Bank may make subsequent  advances hereunder  (provided that
the  outstanding  principal  balance shall not exceed the amount stated  herein)
without  affecting the validity of or security of this note. Should the Borrower
terminate  the  Revolving  Loan  prior to the  expiration  of the term set forth
herein, the Borrower shall pay a  prepayment/termination  premium on the maximum
amount of the Revolving Loan, in an amount equal to:

                  (i) one and one-half  (1.5%)  percent of the maximum amount of
         the Revolving Loan if terminated on or before June 30, 1998; or

                  (ii)  three-quarters  (0.75%) percent of the maximum amount of
         the Revolving Loan if terminated on or before June 30, 2000.
<PAGE>
Having a zero balance under the Revolving  Loan shall not be deemed a prepayment
or  termination  subject to the  aforementioned  prepayment/termination  premium
unless and until such time as the Borrower  terminates  the Loan  Agreement  and
satisfies  all  outstanding  Obligations  (as such term is  defined  in the Loan
Agreement),  and the Bank is no longer  obligated  to make  loans,  advances  or
extensions of credit to the Borrower.

         Any loan shall be  conclusively  presumed  to have been made to and for
the benefit and at the request of the undersigned when:

         1.  Deposited  or  credited to an account of the  undersigned  with the
Bank, notwithstanding that such advance was requested,  orally or in writing, by
someone other than the undersigned or that someone other than the undersigned is
authorized  to draw on such  account and may or does  withdraw  the whole or any
part of such loan; or

         2. Made in  accordance  with the oral or  written  instructions  of the
undersigned, or any one of them if more than one, or of anyone signing below for
or on behalf of the undersigned.

         The Bank is not responsible in any way for the refusal by its employees
to make a loan or to honor a request for a loan.

         This note is secured by each and every security agreement,  assignment,
stock power and/or  mortgage,  covering  personal or real property (all of which
are  hereinafter  included in the term  security  agreements)  which secures any
indebtedness so defined as to include this note including,  without  limitation,
the Loan  Agreement,  a certain  Mortgage  dated  January  6, 1995 and  recorded
January 12, 1995 in the Office of the Clerk of Middlesex County in Mortgage Book
4850  at  Page  211,  which  is  about  to be  modified  by a  certain  Mortgage
Modification  Agreement  of even date  herewith,  evidencing  a lien,  second in
priority,  upon real property located at 3 and 6 Ronson Drive,  Woodbridge,  New
Jersey,  given by the undersigned to the Bank; a certain Assignment of Rents and
Leases dated January 6, 1995 and recorded  January 12, 1995 in the Office of the
Clerk of  Middlesex  County in  Mortgage  Book  4850 at Page 226;  and a certain
Corporate  Guaranty  Agreement dated January 6, 1995 given by Ronson Corporation
to the Bank.

         The Bank shall take reasonable care in custody and  preservation of any
collateral  held by it to the extent  required by law, but, if the collateral so
held consists in whole or in part of instruments or chattel paper,  it shall not
be a breach  of  reasonable  care if the Bank does not take  necessary  steps to
preserve  rights  against  prior  parties,  nor shall it  constitute a breach of
reasonable  care if the Bank fails to undertake  to collect the  principal of or
interest or other increment on any instrument or investment  security,  or fails
to present any investment security for conversion or other change, unless, after
written  notice to the Bank from the  undersigned or from any other party liable
hereon in any capacity whose property is held as collateral  hereunder that such
interest,  other increment or principal is due, or that such investment security
has been called for conversion or other change, the Bank fails to use reasonable
diligence to undertake collection of such interest,  increment or principal,  or
fails to make  presentation  for conversion or other change,  or fails to enable
the undersigned or such other party to do so.
<PAGE>
         If this note is payable otherwise than on demand,  and if, prior to the
time  stated for the payment  hereof,  any party  hereto  liable for the payment
hereof as maker, endorser or guarantor defaults in the payment of any other debt
or  liability  owing to the Bank;  or if any such party fails to comply with any
term or condition of any loan agreement  relating to the loans evidenced by this
note;  or if any such party dies;  or if a petition in Bankruptcy is filed by or
against any such party; or if any such party makes an assignment for the benefit
of creditors or becomes a party to any proceeding under state or federal law for
an adjustment, settlement, extension or composition of or other relief from such
party's debts; or if a levy, distraint,  attachment or execution is made against
the property of any such party; or if, in the opinion of the Bank, the amount of
the collateral held by the Bank as security for the payment of this note and for
the payment of all other debts and  liabilities of any such party to the Bank is
insufficient; or if the Bank demands that additional property by pledged with it
as security for the payment hereof,  and such demand is not complied with within
the time  specified by the Bank; or if any  information  heretofore or hereafter
furnished to the Bank by any such party in  connection  with the loan  evidenced
hereby or any guaranty  submitted in connection  therewith  should be materially
false;  or if  any  such  party  fails  to  furnish  such  financial  and  other
information  as the Bank may  reasonably  request;  or if any event  takes place
which, in the opinion of the Bank,  impairs the financial  responsibility of any
such party; or if the Bank deems itself insecure for any other reason;  then, if
any such event this note, and all other debts and liabilities of each such party
to the Bank,  shall,  at the option of the Bank,  and without notice to any such
party, become immediately due and payable.

         Upon nonpayment of this note at its stated or accelerated maturity, the
Bank may, in addition to such other and further rights and remedies  provided by
law,  (1)  collect  interest  from the date of such  maturity  on the  principal
balance owing hereon at the rate on the note or at the highest legal rate at the
time of default,  whichever  is higher,  except that loans exempt from the usury
statute will be charged a rate two percent (2%) over either the rate on the note
or the legal rate at the time of default,  whichever  is higher;  (2) setoff the
amount owing hereon  against any deposit  account  maintained in the Bank by the
undersigned  or by any other person liable hereon as endorser or guarantor,  and
such right of setoff shall be deemed to have been exercised immediately upon the
stated or  accelerated  maturity  hereof even though such setoff is not noted on
the Bank's records until a later time; (3) sell all or part of the collateral at
public or private sale, with such notice, if any, as may be required by law, all
such notice being hereby waived to the extent  permitted by law; and (4) hold as
security  for the payment  hereof any other  property  heretofore  or  hereafter
delivered into the custody,  control or possession of the Bank for any reason or
purpose  whatsoever,  by any  person  liable  for the  payment  hereof as maker,
endorser or guarantor.

         The undersigned and all endorsers waive presentment, notice of dishonor
and protest.

         The Bank may date  this  note as the date of the  making  of the  first
advance evidenced by this note; complete any blank spaces in this note according
to the terms of the agreement pursuant to which the loans evidenced by this note
are made;  and may  cause  the  signature  of one or more  additional  makers of
endorsers  of this  note to be added at any time  without  notice  to any  prior
signers.
<PAGE>
         The Bank may,  without notice to or consent of any party liable for the
payment hereof as maker, endorser or guarantor,  and without impairing or in any
way  affecting  the liability of such person to the Bank (1) extend or otherwise
alter the time for  payment of this note;  (2) alter any other term of this note
by agreement with the maker hereof;  (3) release,  or settle or compromise  with
any other party liable for the payment  hereof;  and (4) release,  or substitute
for or fail to  protect  any  interest  in any  collateral  held by the  Bank as
security for the payment of any sum owing to the Bank by any party  hereto;  (5)
accept a check or other order marked paid in full or with similar  language as a
payment under this note.

         No delay or  omission on the part of the Bank in  exercising  any right
hereunder  shall  operate as a waiver of such right or of any other  right under
this note.

         The  undersigned  shall  pay on demand  all  reasonable  and  necessary
expenses  and   expenditures   of  the  Bank  including,   without   limitation,
extraordinary  field  examination  expenses,   reasonable  attorneys'  fees  and
expenses (including, without limitation, recording expenses and other reasonable
and necessary  disbursements of the Bank incident to the preparation,  execution
and  delivery  of this note,  the Loan  Agreement  and related  loan  documents)
incurred  or paid  by the  Bank  in  protecting,  enforcing  or  exercising  its
interests, rights or remedies created by, connected with or provided in the Loan
Agreement and the related loan documents,  or performance  pursuant to this note
the Loan  Agreement  and the related loan  documents.  The Bank is authorized to
direct charge the undersigned's demand deposit account for all such expenses and
will provide subsequent notice to the undersigned of any such charge.

         If payment of this note is made by any co-maker or endorser the Bank is
authorized at its election to surrender the collateral to the person making such
payment.

         If,  at the time  when  this  note is paid in full,  any  party  liable
thereon as maker, endorser or guarantor is liable to the Bank for the payment of
any other debt or liability,  the Bank may retain as security for the payment of
such other debts and  liabilities  the collateral held by it as security for the
payment of this note,  with all the rights  and  remedies  herein and  otherwise
conferred upon the Bank as a secured party by law, notwithstanding the surrender
by the Bank of this note upon payment hereof.

         This note is binding on the undersigned, its successors, administrators
and assigns.

         If this note is executed by more than one maker,  the word  undersigned
as used  herein  shall be deemed  to refer to each of them and  their  liability
hereunder shall be joint and several.

         This note and the rights and obligations of all parties hereto shall be
subject to and governed by the laws of the State of New Jersey.

         In the event  any  scheduled  payment  of  interest  due  hereunder  is
received by the Bank more than ten (10) days after the date due,  there shall be
due a late charge of five (5%) percent of such payment,  which late charge shall
be not less than $25.00 nor more than $2,500.00. Any payment received later than
3:00 p.m on any  banking  day shall be deemed to have been  received on the next
succeeding  banking  day.  Such  late  charge  represents  the  cost  to Bank in
processing  late  payments  and shall not be  deemed  to  constitute  additional
interest.
<PAGE>
         This note is given in  replacement  of and  substitution  for a certain
Master Note dated January 6, 1995, as amended by the  Amendments,  and is deemed
to be the Master Note referred to in and is subject to the terms and  conditions
of the Loan Agreement.  In the event of any ambiguity or  inconsistency  between
the  terms  of this  note  and the Loan  Agreement,  then the  terms of the Loan
Agreement shall govern.

  IN WITNESS  WHEREOF,  the undersigned have caused this note to be executed the
day and year aforesaid.

Witness:                                            RONSON CONSUMER PRODUCTS
                                                    CORPORATION


/s/Daryl Holcomb                                    By:/s/Louis V. Aronson II
----------------                                       -----------------------
Daryl Holcomb                                          Louis V. Aronson, II,
                                                       President and
                                                       Chief Executive Officer


<PAGE>
                                                                   EXHIBIT 10(c)

                         MORTGAGE MODIFICATION AGREEMENT

         This Mortgage Modification Agreement (the "Modification") is made as of
the 6th day of March, 1997 between RONSON CONSUMER PRODUCTS  CORPORATION,  a New
Jersey  corporation  having its principal place of business located at Corporate
Park III,  Campus Drive,  P.O. Box 6707,  Somerset,  New Jersey  08875-6707 (the
"Mortgagor"),  and SUMMIT BANK,  successor-by-merger to United Jersey Bank, with
an office located at 210 Main Street,  Hackensack, New Jersey (the "Mortgagee"),
to modify the terms of a certain  Mortgage  dated  January 6, 1995 and  recorded
January 12, 1995 in the Office of the Clerk of Middlesex  County,  New Jersey in
Mortgage Book 4850 at Page 211 (the "Mortgage") (all capitalized terms used, but
not specifically defined,  herein shall have the meaning provided for such terms
in the Mortgage).

         WHEREAS,  the  Mortgage  was given to  secure  all  obligations  of the
Mortgagor to the  Mortgagee,  including,  without  limitation,  the  obligations
evidenced by a certain  Master Note dated  January 6, 1995,  as amended,  in the
original  principal amount of Two Million  ($2,000,000.00)  Dollars (the "Master
Note"); and

         WHEREAS, the lien of the Mortgage encumbers the property commonly known
and  designated  as Lot  1-D,  Block  367,  on the  Tax Map of the  Township  of
Woodbridge,  Middlesex County,  New Jersey,  as more  particularly  described on
Schedule A annexed to the Mortgage (the "Property"); and

         WHEREAS, the lien of the Mortgage is second in priority; and

         WHEREAS,  the Mortgagor has requested  that the Mortgagee  increase the
maximum  principal  amount of the Master Note and otherwise modify certain terms
and conditions of the obligation evidenced by the Master Note; and

         WHEREAS,  to induce the  Mortgagee  to increase  the maximum  principal
amount of the Master Note and to otherwise  modify  certain terms and conditions
of the  obligation  evidenced by the Master Note,  the  Mortgagor has offered to
modify certain terms and conditions of the Mortgage, as set forth herein;

         NOW,  THEREFORE,  in consideration of the foregoing,  and of other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Mortgagor and the Mortgagee to modify the terms and conditions
of the Mortgage as follows:

         1. The Mortgagor  acknowledges  that its  obligations  to the Mortgagee
secured  by the  Mortgage  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, the Mortgagor waives and releases the Mortgagee from the same.

         2. As of the date of this  Modification,  the  definition of "Revolving
Loan",  as set  forth in the  second  paragraph  on page 1 of the  Mortgage,  is
amended in its entirety to reflect an increase in the maximum  principal  amount
of such Revolving Loan from Two Million  ($2,000,000.00)  Dollars to Two Million
Five Hundred Thousand ($2,500,000.00) Dollars.
<PAGE>
         3. As of the date of this Modification,  the definition of "Notes",  as
set forth in the  second  paragraph  on page 1 of the  Mortgage,  is  amended to
include  a  certain  Amended  and  Restated  Master  Note  dated the date of the
Modification,  in the  maximum  principal  amount of Two  Million  Five  Hundred
Thousand   ($2,500,000.00)   Dollars,   and  any  renewals,   substitutions   or
replacements therefor,  and any renewals,  substitutions or replacements for the
Term Note.

         4. The  Mortgagor  hereby  agrees  to and does  indemnify  and hold the
Mortgagee and each of its directors, officers, employees,  affiliates, attorneys
and  agents  harmless  from and  against  any and all  liabilities  which may be
imposed on,  incurred by or asserted  against the same in any manner relating to
or arising out of the  Mortgage  or any act,  event or  transaction  related to,
attendant to or preceding the execution of this  Modification,  other than those
resulting from the Bank's gross negligence or wilful misconduct.

         5. The Mortgagor  hereby agrees with,  reaffirms and  acknowledges  the
representations  and  warranties  contained in the  Mortgage.  Furthermore,  the
Mortgagor  represents that the representations  and warranties  contained in the
Mortgage  continue  to be true and in full  force and  effect.  This  agreement,
reaffirmation  and  acknowledgment  is given to the  Mortgagee by the  Mortgagor
without  defenses,  claims or  counterclaims of any kind. To the extent that any
such  defenses,  claims or  counterclaims  against the Mortgagee may exist,  the
Mortgagor waives and releases the Mortgagee from the same.

         6.  The  Mortgagor   ratifies  and  reaffirms  all  terms,   covenants,
conditions and agreements contained in the Mortgage.

         7. All other  terms and  conditions  of the  Mortgage,  and any and all
exhibits and schedules  annexed thereto and all other writings  submitted by the
Mortgagor to the Mortgagee pursuant thereto,  shall remain unchanged and in full
force and effect.

         8. This  Modification  shall not constitute a waiver or modification of
any of the Mortgagee's  rights and remedies or of any of the terms,  conditions,
warranties,  representations,  or covenants contained in the Mortgage, except as
specifically  set forth  above,  and the  Mortgagee  hereby  reserves all of its
rights and remedies pursuant to the Mortgage and applicable law.

         9.  Subject to any  applicable  grace  and/or  cure  periods  under the
Mortgage,  the  failure  of the  Mortgagor  to  satisfy  any of  the  terms  and
conditions of this  Modification  shall constitute an Event of Default under the
Mortgage.

        10. This  Modification may  be executed in counterparts,  each of which,
when taken together, shall be deemed to be one and the same instrument.

         By  execution  of  this  Modification  on the  date  shown  above,  the
undersigned signify their consent to its terms.

         Mortgagor   acknowledges   receipt   of  a   certified   copy  of  this
Modification.
<PAGE>
         IN WITNESS WHEREOF,  the Mortgagor(s) have hereunto set their hands and
seals, the day and year first above mentioned.

Witness:                                           RONSON CONSUMER PRODUCTS
                                                   CORPORATION


/s/Daryl Holcomb                                   By:/s/Louis V. Aronson II
----------------                                      -----------------------
Daryl Holcomb                                         Louis V. Aronson, II,
                                                      President and Chief
                                                      Executive Officer

                                                   SUMMIT BANK


/s/Robert Munns                                    By:/s/Amy Lindsay
---------------                                       --------------
Robert Munns                                          Amy Lindsay,
                                                      Vice President

<PAGE>

                                                                   EXHIBIT 10(d)


         SUMMARY OF MANAGEMENT INCENTIVE PLAN


                     The  Registrant's  Management  Incentive  Plan  ("Plan") is
        adopted  annually  for  the  ensuing  year  by the  Board  of  Directors
        ("Board").  Each  year  the  Board  sets  the  formula  for  determining
        compensation  under the Plan  based upon (1) the amount by which the net
        sales  of  each  of  the  Company's   subsidiaries   exceed   thresholds
        established  by the Board and (2)  pretax  profits  as a percent  of net
        sales.  The Board  determines who of the  Registrant's  key employees is
        eligible to  participate  in the Plan and what the  employee's  level of
        participation may be. The thresholds set by the Board must be met by the
        end of the fiscal year in order for an  eligible  employee to receive an
        award under the Plan for that year.