RONSON CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10a.txt
<TEXT>


                                                                  EXHIBIT 10(a)

                 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


     THIS FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of this 30th day of June, 2002, by and between RONSON CONSUMER  PRODUCTS
CORPORATION,  a New Jersey  corporation  (the  "Borrower")  and SUMMIT  BUSINESS
CAPITAL CORP. (successor-in-interest to Summit Bank) (the "Lender").
     WHEREAS,  the  Borrower  and the Lender are  parties to a certain  Loan and
Security  Agreement  dated  January  6,  1995  as  amended  from  time  to  time
(collectively, the "Loan Agreement"), relating to financing by the Lender to the
Borrower (all capitalized terms used, but not specifically defined herein, shall
have the meaning provided for such terms in the Loan Agreement); and
     WHEREAS,  the  Borrower  has  requested  and the  Lender has agreed to make
certain revisions to the terms and conditions of the Loan Agreement,  as amended
by the Amendment; and
     WHEREAS,  to induce the Lender to amend certain terms and conditions of the
Loan Agreement, the Borrower has offered to execute and deliver the Amendment.
     NOW,  THEREFORE,  in  consideration  of the foregoing and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Lender and the Borrower agree as follows:

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

          (aq) "Revolving Loan Final Maturity Date": June 30, 2005.

     2.  As of the  date  of  this  Amendment,  Subsection  2.1(i)  of the  Loan
Agreement is amended in its entirety to read as follows:

          (i) Should this Borrower  terminate  the  Revolving  Loan prior to the
Revolving Loan Final Maturity Date, the Borrower shall pay all other fees due to
the Lender under the Loan Agreement, including, without limitation, any deferred
fees set forth herein, along with a prepayment/termination  premium in an amount
equal to:

               (i) one (1%) percent of the maximum  amount of the Revolving Loan
if terminated on or before June 30, 2003;
               (ii) three-quarters  (.75%) percent of the maximum amount of the
Revolving Loan if terminated on or before June 30, 2004; and
               (iii)one-half  (.50%)  percent  of  the  maximum  amount  of  the
Revolving Loan if terminated on or before June 30, 2005.

     3.  As of the  date  of  this  Amendment,  Subsection  2.1(c)  of the  Loan
Agreement  is hereby  amended by adding the  following  after the last  sentence
thereof:

     Provided no Event of Default  has  occurred  or is  continuing,  commencing
December 31, 2002 and each quarter-end thereafter, if Borrower's ratio of EBITDA
to Fixed Charges (as set forth in Subsection 6.33(e)) is greater than 1.2 to 1.0
and the ratio of  unsubordinated  debt to Minimum Tangible Capital Funds is less
---
than 2.5 to 1.0 for such  quarter,  the interest  rate  applicable  to Revolving
Loans may be reduced to the  Floating  Base Rate plus one (1%) percent per annum
                                                 ----
effective the fiscal quarter after determination by the Lender of such financial
covenant compliance.  Otherwise, the rate applicable to Revolving Loans shall be
the Floating Base Rate plus one and one-half  (1.5%) percent per annum.  For the
                       ----
purposes  herein,  the term "Floating Base Rate" shall mean the rate of interest
announced or quoted by Fleet  National  Bank  ("Bank")  from time to time as its
prime rate for  commercial  loans,  whether or not such rate is the lowest  rate
charged by Bank to its most  preferred  borrowers;  and,  if such prime rate for
commercial loans is discontinued by Bank as a standard,  a comparable  reference
rate  designated  by Bank as a substitute  therefor  shall be the Floating  Base
Rate.

     4.  As of the  date  of  this  Amendment,  Subsection  2.1(j)  of the  Loan
Agreement is deleted in its entirety with no material to be placed in its stead.
Any reference in the Loan Agreement to "Acceptances" shall be deemed deleted and
no further Acceptances shall be made available to the Borrower.

     5. As of the date of this  Amendment,  Sections  5.9,  5.12 and 5.14 of the
Loan Agreement are hereby amended to read as follows:

          5.9.  Ownership and Liens.  The Borrower has good and marketable title
                -------------------
to all  of  its  properties  and  assets,  including,  without  limitation,  the
Collateral, or the power to transfer its properties and assets


                                       2
<PAGE>



and its title in such properties and assets including the Collateral, subject to
no Liens  except for  permitted  exceptions.  The security  interest  granted in
Subsection 3.1 constitutes valid Liens in the Collateral, subject to no equal or
prior Liens except for permitted exceptions described in Subsection 6.7.

          5.12.  Name  Change,  Mergers.  Within  the  last six (6)  years,  the
                 ----------------------
Borrower has not changed its name, been the surviving corporation of a merger or
consolidation,   changed  its  state  of   incorporation   or  acquired  all  or
substantially all of the assets of any Person.

          5.14. Location of Collateral and Books and Records.
                --------------------------------------------
               (a)  All of the Collateral is located only at Corporate Park III,
Somerset New Jersey and 3 Ronson Road, Woodbridge, New Jersey.

               (b)  All  of  the  records  of  the  Borrower   relating  to  the
Collateral,  and the other  books,  records,  journals,  orders,  receipts,  and
correspondence  of the  Borrower,  are  located at only the  principal  place of
business and other  places of business of the  Borrower set forth in  Subsection
5.13, except the corporate minute book and related records of the Borrower which
are or may be maintained at the office of the Borrower's counsel.

               (c) The Borrower's chief executive office is located in Somerset,
New Jersey and the state of incorporation is New Jersey.

               (d) The Borrower's  exact legal name is set forth in the preamble
of this Amendment.

     6. As of the date of this  Amendment,  Subsection 6.31 and 6.32 of the Loan
Agreement is amended to read as follows:

          6.31  The  Borrower  shall  pay to the  Lender  an  annual  collateral
management  fee in an amount equal to Eight Thousand  ($8,000.00)  Dollars to be
paid by the  Borrower in equal  consecutive  quarterly  installments  commencing
September 30, 2002 and  continuing  during the term of the Loan  Agreement.  The
collateral  management fee shall be deemed fully earned and non-refundable  upon
each due date hereof.

          6.32 The Borrower shall pay to the Lender an annual documentary letter
of credit  facility fee in an amount equal to one-half of one (1/2%)  percent of
the maximum amount of the Revolving Loan  available for  documentary  letters of
credit, to be paid by the Borrower in equal consecutive  quarterly  installments
commencing September 30, 2002 and continuing for the term of the Loan Agreement.
The  documentary  letter  of  credit  fee  shall  be  deemed  fully  earned  and
non-refundable upon each due date hereof.


     7. 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 Two Million Five
Hundred  Fifty  Thousand  ($2,550,000.00)  Dollars  at any  time  (to be  tested
quarterly).  For the  purposes  of  this  covenant,  Accounts  due  from  Ronson
Corporation of Canada, Ltd. shall not be included in the calculation.

          (b) A ratio of  unsubordinated  debt to Minimum Tangible Capital Funds
of not greater than 3.00 to 1 at any time (to be tested quarterly).

          (d) A Minimum Net Profit of not less than Fifty Thousand  ($50,000.00)
Dollars (net of  management  charges/fees  and taxes) for the fiscal year ending
December 31, 2002 and at each fiscal year end thereafter.

     8. As of the date of this Amendment,  Subsection  6.33(c) is deleted in its
entirety with no material to be placed in its stead.

     9. As of the date of this  Amendment,  a new  Subsection  6.33(e) is hereby
added to the Loan Agreement as follows:

          (e) A ratio of EBITDA to Fixed Charges of not less than 1.1 to 1.0 (to
be tested on a rolling four quarter basis  commencing  September 30, 2002).  For
the  purpose of this  covenant,  EBITDA  shall mean for any  period,  a Person's
earnings   (or  loss)  (but   excluding   therefrom   extraordinary   items  and
non-recurring gains) before interest,  taxes, depreciation and amortization plus
                                                                            ----
management administration charges minus unfunded capital expenditures minus cash
                                  -----                               -----
taxes paid minus cash  transfers to  Affiliates  made in the ordinary  course of
           -----
business minus  distributions  (if any).  Cash transfers to Affiliates  shall be
         -----
permitted under the Loan Agreement and reported to the Lender on a monthly basis
in summary form  acceptable to the Lender.  Fixed Charges shall mean the current
portion of long term indebtedness  plus interest for any period,  all determined
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied.  As  used  herein,  Person  shall  mean  an  individual,   corporation,
partnership, limited liability company, association, unincorporated organization
or any other legally recognizable entity.

     10. As of the date of this Amendment,  Subsection  6.35(a)(v),  (c)(iv) and
(f) and 6.37(d) are hereby deleted with no material to be placed in its stead.

     11. As of the date of this Amendment, Subsection 6.39 of the Loan Agreement
is hereby amended to read as follows:

          The aggregate sum of all advances,  accounts and notes  receivable due
to the Borrower from Ronson Corporation and the Affiliated  Companies,  with the
exception of Ronson Corporation of Canada, Ltd. shall not exceed at any one time
Four Million Five Hundred  Thousand  ($4,500,000.00)  Dollars as of December 31,
2001 and at any time thereafter (to be tested quarterly).

     12. As of the date of this Amendment, Subsection 10.9 of the Loan Agreement
shall be amended by  deleting  the  reference  to the  address  "4900  Route 70,
Pennsauken,  New Jersey  08109-4792" and inserting "4 Penn Center,  1600 John F.
Kennedy Boulevard, Philadelphia,  Pennsylvania 19103--Attn: Vincent Giglio, Vice
President".

     13. As of the date of this Amendment,  the Loan Agreement is hereby amended
by adding the following:

               Security Agreement Provisions Addressing Article 9
               --------------------------------------------------

               (a)  Concerning  Article 9 of the Uniform  Commercial  Code.  The
                    ------------------------------------------------------
parties  acknowledge  and agree to the following  provisions  of this  Amendment
relative to the  application of Article 9 of the Uniform  Commercial Code as now
in effect in the State of New Jersey ("Article 9").

               (b)  Attachment.  The  Collateral  is all assets of the Borrower,
                    ----------
whether or not within the scope of  Article  9. The  Collateral  shall  include,
without limitation,  the following categories of assets as defined in Article 9:
goods (including inventory,  equipment and any accessions thereto),  instruments
(including     promissory     notes),     documents,     accounts     (including
health-care-insurance   receivables),   chattel  paper   (whether   tangible  or
electronic),  deposit  accounts,  letter-of-credit  rights  (whether  or not the
letter of credit is evidenced by a writing),  commercial tort claims, securities
and all  other  investment  property,  general  intangibles  (including  payment
intangibles  and software),  supporting  obligations and any and all proceeds of
any thereof,  wherever located, whether now owned and hereafter acquired. If the
Borrower  shall at any time,  acquire a  commercial  tort  claim,  as defined in
Article 9, the Borrower shall immediately notify the Lender in writing signed by
the Borrower of the brief details thereof and grant the Lender in such writing a
security  interest  therein and in the proceeds  thereof,  all upon the terms of
this  Agreement,  with such writing to be in form and substance  satisfactory to
the Lender.

               (c) Additional Grant of Security Interest in Specified  Property.
                   -------------------------------------------------------------
Borrower  acknowledges  and  agrees  that in  addition  to the items  previously
described as constituting Collateral, it hereby gives, grants, bargains, assigns
and confirms that it has granted a security  interest in the following now owned
or hereafter acquired and wherever located properties,  assets and rights of the
Borrower:

               All other  goods,  rights to payment of money,  insurance  refund
claims and all other  insurance  claims and  proceeds,  tort claims,  electronic
chattel paper,  securities and other investment property,  rights to proceeds of
letters of credit,  letter of credit  rights,  supporting  obligations  of every
nature, all tax refund claims,  license fees, rights to sue and recover for past
infringement of patents, trademarks and copyrights,  computer programs, computer
software,  engineering  drawings,  customer  lists,  goodwill and all  licenses,
permits,  agreements  of any kind or nature  pursuant to which (i) the  Borrower
operates or has authority to operate,  (ii) the Borrower possesses,  uses or has
authority to possess or use property (whether tangible or intangible) of others,
or (iii)  others  possess,  use or have  authority  to possess  or use  property
(whether  tangible or intangible) of the Borrower,  and all recorded data of any
kind or  nature,  regardless  of the  medium  of  recording,  including  without
limitation, all software, writings, plans, specifications and schematics.

               Nothing herein contained in the Amendment or Loan Agreement shall
be  construed  to narrow the scope of Lender's  security  interest in any of the
Collateral or the perfection or priority thereof or to impair or otherwise limit
any of the rights, powers, privileges or remedies of the Lender hereunder except
(and then only to the  extent)  as  mandated  by  Article 9 to the  extent  then
applicable.

               The Borrower  further  acknowledges  and agrees that the grant of
Collateral in this Agreement covers, and is intended to cover, all assets of the
Borrower.

               Notwithstanding  anything  contained  in  the  Amendment  to  the
contrary,  any grant of a security  interest in patents,  trademarks  and rights
therein is only to the extent  necessary to exercise the license  granted to the
Lender pursuant to Subsection 8.5 of the Loan Agreement.


                                       3
<PAGE>

               (d)  Perfection  by  Filing.  The Lender may at any time and from
                    ----------------------
time to time,  pursuant to the provisions of the Loan Agreement,  file financing
statements,  continuation  statements and  amendments  thereto that describe the
Collateral as all assets  Borrower or words of similar  effect and which contain
any other  information  required by Part 5 of Article 9 for the  sufficiency  or
filing office acceptance of any financing statement,  continuation  statement or
amendment,  including  whether  the  Borrower  is an  organization,  the type of
organization and any organization  identification number issued to the Borrower.
The Borrower agrees to furnish any such  information to the Lender promptly upon
request. Any such financing statements, continuation statements or amendment may
be signed by the  Lender on behalf  of the  Borrower,  as  provided  in the Loan
Agreement, and may be filed at any time in any jurisdiction.

               (e) Other  Perfection,  etc. The  Borrower  shall at any time and
                   -----------------------
from time to time,  whether  or not  Article  9 is in  effect in any  particular
jurisdiction,  take such  steps as the  Lender may  reasonably  request  for the
Lender (a) to obtain an  acknowledgment,  in form and substance  satisfactory to
the Lender,  of any bailee having  possession of any of the Collateral  that the
bailee  holds such  Collateral  for the Lender,  (b) to obtain  "control" of any
investment  property,  deposit accounts,  letter-of-credit  rights or electronic
chattel  paper  (as such  terms are  defined  in  Article  9 with  corresponding
provisions  in Rev.  ss.ss.  9-104,  9-105,  9-106  and 9-107  relating  to what
constitutes  "control"  for such  items  of  Collateral),  with  any  agreements
establishing control to be in form and substance satisfactory to the Lender, and
(c)  otherwise to insure the continued  perfection  and priority of the Lender's
security interest in any of the Collateral and of the preservation of its rights
therein.

     14. The Borrower shall pay on demand all legal fees, recording expenses and
other  reasonable  and  necessary  disbursements  of the Lender and its  counsel
incident to the preparation, execution and delivery of this Amendment.

     15. In consideration  of the Lender's  agreement to (i) extend the maturity
date of the Revolving Loan and (ii) otherwise amend certain terms and conditions
of the Loan Agreement as set forth herein,  the Borrower shall pay to the Lender
upon the execution  hereof, a  non-refundable  renewal fee in an amount equal to
Five  Thousand  ($5,000.00)  Dollars,  which is and shall be deemed to be earned
upon execution  hereof.  The Borrower hereby authorizes the Lender to charge the
Borrower's  Revolving Loan or demand deposit account  maintained with the Lender
for the payment of this renewal fee.

     16. The Borrower  acknowledges  that its obligations to the Lender pursuant
to the Loan Agreement,  as amended herein,  are due and owing by the Borrower to
the Lender 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
Borrower waives and releases the Lender from the same.

     17. The  Borrower  hereby  agrees  with,  reaffirms  and  acknowledges  the
representations and warranties contained in 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 Lender by the Borrower without
defenses,  claims or  counterclaims  of any kind.  To the  extent  that any such
defenses,  claims or  counterclaims  against the Lender may exist,  the Borrower
waives and releases the Lender from the same.

     18. The Borrower  ratifies and reaffirms all terms,  covenants,  conditions
and  agreements  contained  in  the  Loan  Agreement.   All  terms,   covenants,
representations  and warranties made to Lender by Borrower in the Loan Agreement
are to be true,  accurate  and complete for the duration of the term of the Loan
Agreement.

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

     20. This Amendment  shall not constitute a waiver or modification of any of
the Lender'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 Lender hereby reserves all of its rights
and remedies pursuant to the Loan Agreement and applicable law.

     21. 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,
and the Lender  shall be  entitled to all of its rights and  remedies  under the
Loan Agreement and applicable law.

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


                                       4
<PAGE>

  Executed on the date first written above.


WITNESS:                          RONSON CONSUMER PRODUCTS
                                  CORPORATION

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

                                 SUMMIT BUSINESS CAPITAL CORP.,
                                 successor-in-interest to Summit Bank


                                 By: /s/ Vincent Giglio
                                     ------------------
                                         Vincent Giglio, Vice President





                                       5

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