EXHIBIT 10.1

                    FOURTH AMENDMENT TO FORBEARANCE AGREEMENT

         This Fourth  Amendment to Forbearance  Agreement (the  "Amendment")  is
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entered into as of this 27th day of May, 2009 by and among Ronson Corporation, a
New Jersey corporation ("Parent"),  Ronson Consumer Products Corporation,  a New
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Jersey  corporation  ("RCPC"),  Ronson Aviation,  Inc., a New Jersey corporation
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("RAI") and Ronson Corporation of Canada Ltd., an Ontario  corporation  ("Ronson
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Canada")  (RCPC and RAI are  collectively  and  individually  referred to as the
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"Domestic  Borrower" or "Domestic  Borrowers";  the Domestic Borrower and Ronson
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Canada are  collectively  and  individually  referred  to as the  "Borrower"  or
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"Borrowers",  and the  Borrowers,  together  with  Parent are  collectively  and
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individually  referred to as the  "Obligors")  and Wells  Fargo  Bank,  National
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Association ("Lender"), acting through its Wells Fargo Business Credit operating
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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
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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
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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
June 12, 2009.

         Borrowers   have   requested   that  Lender  amend  the  definition  of
Termination  Event to  extend  the  stated  expiration  date in the  Forbearance
Agreement from June 12, 2009 to July 3, 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
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of  Accommodation  Overadvance  Limit set  forth in  Section  1.1 of the  Credit
Agreement is amended and restated in its entirety to read as follows:

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                  "Accommodation  Overadvance  Limit" means up to $750,000  from
         the Accommodation  Overadvance Funding Date through the occurrence of a
         Termination   Event  (as  such  term  is  defined  in  the  Forbearance
         Agreement).

         2. Amendment to Forbearance  Agreement.  As of the date hereof, Section
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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
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the  earliest  to  occur  of (i)  July 3,  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 (i) the Existing Events of Default or
            (ii)  breach by  Obligors  of their  obligation  pursuant to Section
            6.1(a) of the Credit  Agreement  to deliver  audited year end annual
            financial  statements  for the fiscal year ending  December 31, 2008
            within 90 days of the end of such fiscal year;

                        (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. Extension of Forbearance Agreement. Lender hereby agrees that if, on
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July 3, 2009, a  Termination  Event has not occurred  (other than as a result of
the  occurrence  of July 3, 2009) and either (i)  Hawthorne  TTN  Holdings,  LLC
("Hawthorne") has satisfied the financing  contingency set forth in Section 7 of
that certain Asset  Purchase  Agreement  executed by Hawthorne on April 24, 2009
(the  "APA")  pursuant  to which  Hawthorne  proposes  to  purchase  and acquire
substantially  all of the assets of RAI or (ii)  Obligors  have  received a firm
letter of intent for the sale of RCPC, the terms of such sale Lender  determines
in its sole  discretion  are  sufficient  to provide  for payment in full of all
Indebtedness due and owing to Lender, then the term of the Forbearance Agreement
shall  automatically  be  extended  to  August  15,  2009 and the  Accommodation
Overadvance Limit shall automatically be increased to $1,000,000.

         4.  Forbearance  Fee.  The  Obligors  hereby  renew  and  affirm  their
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obligation  to pay a  forbearance  fee in an amount equal to Four Hundred  Fifty
Thousand Dollars ($450,000),  which fee was fully earned and non-refundable upon
execution and delivery of the Forbearance Agreement,  is included as part of the
Indebtedness  of  Obligors  to Lender  under the Credit

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<PAGE>

Agreement and shall be charged as a Revolving Advance under the Credit Agreement
upon the earlier of (a) the occurrence of a Termination  Event or (b) payment of
the Indebtedness.

         5. Sums Secured;  Estoppel.  The Obligors acknowledge and reaffirm that
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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.

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

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

         8. No Waiver. The execution of this Amendment shall not be deemed to be
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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.

         9. Waiver and Release of Claims and Defenses. The Obligors hereby waive
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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.

         10.  Reaffirmation  of Loan Documents.  The Obligors hereby agree with,
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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.

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

         12.  No  Preferential  Treatment.  No  Obligor  has  entered  into this
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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.

         13. Legal  Representation.  Each of the parties hereto acknowledge that
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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

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have entered into and  executed the within  Amendment as a voluntary  action and
without coercion or duress of any kind.

         14. Partial  Invalidity;  No  Repudiation.  If any of the provisions of
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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.

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

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

         17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO
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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.

         18. Counterparts.  This Amendment and/or any documentation contemplated
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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]

         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

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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
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    Peter Gannon, Vice President




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