RONSON CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-b.txt
<TEXT>


                                                                    Page 8 of 17

                                                                    Exhibit 10.b

                              AMENDED AND RESTATED
                              --------------------
                                  MORTGAGE NOTE
                                  -------------


$1,431,165.94                                           As of December 3th, 2003


     FOR VALUE RECEIVED,  RONSON  CONSUMER  PRODUCTS  CORPORATION,  a New Jersey
Corporation ("Ronson Consumer") and RONSON CORPORATION, a New Jersey Corporation
("Ronson")  (Ronson  Consumer  and  Ronson  are  collectively  and  individually
referred to as the  "Borrower"),  with offices  located at  Corporate  Park III,
Campus Drive, Post Office Box 6707, Somerset, New Jersey, promises to pay to the
order  of  FLEET   CAPITAL   CORPORATION,   a  Rhode  Island   corporation   and
successor-by-merger  with Summit Business  Capital Corp. (the "Lender"),  at its
offices located at 4 Penn Center, 1600 John F. Kennedy Boulevard,  Philadelphia,
Pennsylvania  19103,  or at  such  other  place  or  places  as the  Lender  may
designate,  the  sum  of  One  Million  Four  Hundred  Thirty-one  Thousand  One
Hundred-Sixty-Five  Dollars and Ninety-Four  Cents($1,431,165.94) (the "Mortgage
Loan"),  without  defalcation  or discount,  for value  received,  with interest
thereon  from the date hereof at the annual rate of the Lender's  Floating  Base
Rate plus one-half  (.5%) percent  calculated on the basis of a 360-day year for
     ----
actual days elapsed,  all in lawful money of the United States,  as follows:  in
fifty-nine(59)   equal  and  consecutive  monthly   installments  of  principal,
calculated  as  aforesaid  and  based  on  a  fifteen  (15)  year  amortization,
commencing  on January  1st,  2004 and  continuing  on the first day of each and
every month  thereafter  until December 1st, 2008 with one (1) final payment due
on December 1st, 2008 at which time the balance of principal, any and all unpaid
interest  thereon,  and any  other  sums due under  this  Amended  and  Restated
Mortgage  Note (the  "Note")  shall be due and  payable.  Interest on the unpaid
balance  due  hereunder  shall  be due and  payable  with  each  installment  of
principal until the principal balance is paid in full.

     The Borrower shall have the right and privilege of prepaying,  at any time,
all or any portion of the  outstanding  principal  amount of the  Mortgage  Loan
provided,  however,  that a  prepayment  premium  shall  be paid if all,  or any
portion, of the Mortgage Loan is prepaid according to the following schedule:

        1. if the prepayment is made on or before June 30th, 2004 the prepayment
fee shall be three (3%) percent of the amount of the Mortgage Loan prepaid;

        2. if the prepayment is made after June 30th, 2004 but on or before June
30th,  2005 the prepayment  fee shall be one and one-half  (1.5%) percent of the
amount of the Mortgage Loan prepaid;

        3. if the  prepayment  is made after June 30th,  2005 there  shall be no
prepayment fee.

     All  payments to be made  hereunder  shall be  automatically  charged to an
account of the Borrower at the Lender,  and sufficient funds shall be maintained
in the Borrower's accounts for said charge.

     This  Note is made in  accordance  with a  certain  Mortgage  and  Security
Agreement  dated  December 1, 1995,  as modified  by a certain  Modification  of
Mortgage  and  Security  Agreement  dated of even date  herewith,  executed  and
delivered  by Ronson  Consumer  to the Lender (the  "Mortgage").  Payment of the
Obligations due under this Note is secured by, inter alia, a first priority lien
                                               ----------
and security  interest in the Mortgaged  Premises  defined in the Mortgage which
consists of certain  property located at 3 and 6 Ronson Drive,  Woodbridge,  New
Jersey (the "Property"), and by a certain Assignment of Rents and Leases






<PAGE>
                                                                    Page 9 of 17


executed  by Ronson  Consumer  dated  December 1, 1995 (the  "Assignment").  All
capitalized  terms not  specifically  defined herein shall be deemed to have the
same  definition  provided  for such terms in the  Mortgage.  This  Amended  and
Restated  Mortgage  Note is the Note  referred to in and is subject to the terms
and conditions of the Mortgage.  In the event of any ambiguity between the terms
of this Amended and Restated  Mortgage Note and the Mortgage,  then the terms of
the Mortgage  shall govern.  An event of default under the Mortgage  shall be an
event of default under this Note.

     The Mortgage, this Note, the Assignment and all other writings,  documents,
and agreements  delivered  pursuant  thereto,  are hereinafter  collectively and
severally referred to as the "Loan Documents".

     The  Lender  may have made loans to the  Borrower  and may make  additional
loans in the future to the Borrower and may advance sums in the future on behalf
of the Borrower or to protect the security of the Property or liens thereon,  at
any time before the  satisfaction  of this Note and the  Mortgage,  and all such
sums shall be secured by this Note,  the Mortgage,  the Assignment and the liens
thereof.

     Notwithstanding  anything herein to the contrary,  if the Borrower defaults
in the  performance  of any of the terms or  provisions of this Note or the Loan
Documents,  the principal sum or so much of the principal remaining unpaid, with
all interest  accrued  thereon  shall,  at the option of the Lender and with out
notice become due and payable immediately, and interest shall accrue at two (2%)
percent in excess of the interest rate chargeable  under this Note,  computed on
the basis of actual days elapsed and a year of 360 days,  unless  prohibited  by
law, which interest  shall be payable  monthly.  Payment of the foregoing may be
enforced and  recovered  at any time by one or more of the remedies  provided to
the  Lender  in this  Note,  the  Mortgage  or the  Assignment,  with  it  being
specifically  understood and agreed that the default  provisions as set forth in
the Mortgage shall govern in the event of any conflict in such provisions in the
aforesaid instruments.

     In the event any  scheduled  payment of principal or interest due hereunder
is  received  by the Lender  more that 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  Twenty-five  ($25.00)  Dollars nor more that Two
Thousand Five Hundred ($2,500.00)  Dollars. 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 Lender in
processing  late  payments  and shall not be  deemed  to  constitute  additional
principal or interest.  All late charges  assessed by the Lender are immediately
due and payable.

     In the event it should become necessary to employ counsel to protect the or
enforce  this  Note,  the  Borrower  agrees to pay (to the extent  permitted  by
applicable  law) costs and reasonable  attorney's fees incurred by the Lender in
collecting or enforcing payment thereof.

     Any failure by the Lender to insist upon strict performance by the Borrower
of any of the terms and  provisions  of this Note or the  Mortgage  shall not be
deemed to be a waiver of any of the terms or provisions thereof,  and the Lender
shall  have the  right  thereafter  to insist  upon  strict  performance  by the
Borrower of any and all of them.

     Presentment,  demand of payment, notice of dishonor or nonpayment, protest,
notice of  protest  on this  Note,  and the giving of notice of default or other
notice to any party liable on this Note are hereby waived by the Borrower. It is
expressly agreed that the maturity of this Note, or any payment  hereunder,  may
be extended  or  modified  from time to time  without in any way  affecting  the
liability of the Borrower.



<PAGE>
                                                                   Page 10 of 17

     In the event the Loan and  Security  Agreement  dated  January 6, 1995,  as
amended (the "Loan Agreement") between Ronson Consumer and Lender is terminated,
then all  obligations  due under  this Note  shall  become  immediately  due and
payable.  "Floating Base Rate" as used herein shall have the meaning ascribed in
the Loan Agreement.


     The words "Borrower" and "Lender"  include singular and plural,  individual
or corporation, and the respective heirs, executors, administrators,  successors
and of the  Borrower  or the  Lender,  as the case may be. The use of any gender
applies  to all  genders.  If more  than one  party is  named as  Borrower,  the
obligation hereunder of each such party is joint and several.

     This  Note is given in  replacement  of and  substitution  for,  but not in
satisfaction  of, a certain  Amended and Restated  Mortgage Note dated as of May
13, 1999 in the original  principal  amount of $1,760,000 (the "May 1999 Note").
Upon proper  execution  and delivery  hereof,  the  December  1995 Note shall be
deemed null and void and returned to the Borrower.

     IN WITNESS  WHEREOF,  the Borrower has executed this instrument the day and
year first above mentioned.


ATTEST:                             RONSON CONSUMER PRODUCTS
                                    CORPORATION


By: /s/ Alberta D. Gladis           By: /s/ Louis V. Aronson, II
   ------------------------------      --------------------------
   Alberta D. Gladis,                  Louis V. Aronson, II,
   Assistant Secretary                 President and Chief Executive Officer


ATTEST:                             RONSON CORPORATION


By: /s/ Alberta D. Gladis           By:/s/ Louis V. Aronson, II
   ------------------------------      --------------------------
   Alberta D. Gladis,                  Louis V. Aronson, II,
   Assistant Secretary                 President and Chief Executive Officer




</TEXT>
</DOCUMENT>
