sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GCavBW9PXYBeNfOJhKvvVjO45v9QIWh3f8Xa28HFgoPKa1BHEXu6ukSeQMvbmzwt w3Y/xD7FTnQSBsLooM3joQ== 0000921895-07-002438.txt : 20071022 0000921895-07-002438.hdr.sgml : 20071022 20071019185806 ACCESSION NUMBER: 0000921895-07-002438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RONSON CORP CENTRAL INDEX KEY: 0000084919 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 220743290 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15973 FILM NUMBER: 071181992 BUSINESS ADDRESS: STREET 1: CORPORATE PARK III CAMPUS DR STREET 2: PO BOX 6707 CITY: SOMERSET STATE: NJ ZIP: 08875-6707 BUSINESS PHONE: 7324698300 FORMER COMPANY: FORMER CONFORMED NAME: ART METAL WORKS INC DATE OF NAME CHANGE: 19680429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da1801874022_10172007.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                             (Amendment No. 18)(1)

                               RONSON CORPORATION
                               ------------------
                                (Name of Issuer)

                                  COMMON STOCK
                                  ------------
                         (Title of Class of Securities)

                                   776338 20 4
                                   -----------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                OCTOBER 12, 2007
                                ----------------
             (Date of Event Which Requires Filing of This Statement)

      If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.

      NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 35 Pages)


- ----------------
(1)   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 2 of 35 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  460,034
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              460,034
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    460,034
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    9.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 3 of 35 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  460,034
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              460,034
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    460,034
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    9.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 4 of 35 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  460,034
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              460,034
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    460,034
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    9.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 5 of 35 Pages
- ------------------------                                  ----------------------


      The following constitutes Amendment No. 18 ("Amendment No. 18") to the
Schedule 13D filed by the undersigned.  This Amendment No. 18 amends the
Schedule 13D as specifically set forth.

Item 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

      Item 3 is hereby amended and restated to read as follows:

      The aggregate purchase price of the 460,034 Shares of Common Stock owned
by Steel Partners II is $1,026,435.28 and was acquired using partnership funds.

Item 4.     PURPOSE OF TRANSACTION.

      Item 4 is hereby amended to add the following:

      On October 12, 2007, the Issuer entered into a Stipulation of Settlement
(the "Stipulation") by and among the Issuer, certain of its directors and
officers, Steel Partners II and certain of Steel Partners II's affiliates. The
Stipulation is subject to the Court's approval and provides for the dismissal of
a derivative lawsuit initiated by Steel Partners II in the Superior Court of New
Jersey, Chancery Division, as well as the dismissal of an action brought by
Steel Partners II in May 2005 in the United States District Court for the
District of New Jersey against certain individual officers and directors of the
Issuer. In addition, the Stipulation contains certain standstill arrangements
between Steel Partners II and the Issuer. A copy of the Stipulation and a letter
agreement relating to the Stipulation are attached hereto and incorporated
herein by reference.

Item 5.     INTEREST IN SECURITIES OF THE ISSUER.

      Item 5(a) is hereby amended and restated to read as follows:

      (a) The aggregate percentage of Shares reported owned by each person named
herein is based upon 4,815,000 Shares outstanding based on information provided
by the Issuer.

      As of the close of business on October 18, 2007, Steel Partners II
beneficially owned 460,034 Shares, constituting approximately 9.6% of the Shares
outstanding. As the general partner of Steel Partners II, Partners LLC may be
deemed to beneficially own the 460,034 Shares owned by Steel Partners II,
constituting approximately 9.6% of the Shares outstanding. By virtue of his
positions with Steel Partners II and Partners LLC, Mr. Lichtenstein may be
deemed to beneficially own the 460,034 Shares owned by Steel Partners II,
constituting approximately 9.6% of the Shares outstanding.

      Item 5(b) is hereby amended and restated to read as follows:

      (b) Mr. Lichtenstein has the sole power to vote and dispose of 460,034
Shares. By virtue of his positions with Steel Partners II and Partners LLC, Mr.
Lichtenstein has the sole power to vote and dispose of the 460,034 Shares held
by Steel Partners II and beneficially owned by Partners LLC.



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 6 of 35 Pages
- ------------------------                                  ----------------------


      Item 5(c) is hereby amended to add the following:

      There have been no transactions by the Reporting Persons in securities of
the Issuer during the past sixty days.

Item 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
            RESPECT TO SECURITIES OF THE ISSUER.

      Item 6 is hereby amended to add the following:

      Reference is made to the Stipulation and a letter agreement relating to
the Stipulation, which are attached hereto and incorporated herein by reference.

Item 7.     MATERIAL TO BE FILED AS EXHIBITS.

      Item 7 is hereby amended to add the following exhibits:

      18.   Stipulation of Settlement as of October 12, 2007, by and among
            Ronson Corporation, Steel Partners II, L.P., Warren G. Lichtenstein,
            Steel Partners, L.L.C., Louis V. Aronson II, Robert A. Aronson,
            Erwin M. Ganz, I. Leo Motiuk, Gerard J. Quinnan, Justin P. Walder,
            The Estate of Saul H. Weisman, Barbara L. Collins, Paul H. Einhorn
            and Daryl K. Holcomb.

      19.   Letter agreement dated October 9, 2007.

      20.   Powers of Attorney.

                            [Signature Page Follows]



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 7 of 35 Pages
- ------------------------                                  ----------------------


                                   SIGNATURES
                                   ----------

      After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.


Dated: October 19, 2007                  STEEL PARTNERS II, L.P.

                                         By: Steel Partners, L.L.C.
                                             General Partner

                                         By: /s/ Lauren Isenman
                                             -----------------------------------
                                             Lauren Isenman
                                             As Attorney-In-Fact for Warren G.
                                             Lichtenstein,
                                             Managing Member


                                         STEEL PARTNERS, L.L.C.

                                         By: /s/ Lauren Isenman
                                             -----------------------------------
                                             Lauren Isenman
                                             As Attorney-In-Fact for Warren G.
                                             Lichtenstein,
                                             Managing Member


                                         /s/ Lauren Isenman
                                         ---------------------------------------
                                         LAUREN ISENMAN
                                         As Attorney-In-Fact for Warren G.
                                         Lichtenstein



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 8 of 35 Pages
- ------------------------                                  ----------------------


                                  EXHIBIT INDEX

                             Exhibit                                    Page
- -------------------------------------------------------------------  -----------

1.    Joint Filing Agreement (previously filed).

2.    Letter dated August 14, 1998 from Steel Partners II, L.P.
      to the Chief Executive Officer and Board of Directors of
      the Issuer (previously filed).

3.    Letter dated December 15, 1998 from Steel Partners II, L.P.
      to the Chief Executive Officer and Board of Directors of
      the Issuer (previously filed).

4.    Letter dated December 23, 1998 from Steel Partners II, L.P.
      to Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

5.    Text of Press Release issued by Steel Partners II, L.P. on
      January 27, 1999 (previously filed).

6.    Letter dated May 13, 1999 from Steel Partners II, L.P. to
      Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

7.    Letter dated June 10, 1999 from Steel Partners II, L.P. to
      Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

8.    Letter dated June 30, 1999 from Steel Partners II, L.P. to
      Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

9.    Letter dated March 17, 2000 from Steel Partners II, L.P. to
      Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

10.   Letter dated February 7, 2001 from Steel Partners II, L.P.
      to Louis V. Aronson, II, the Chief Executive Officer and
      President of the Issuer (previously filed).

11.   Letter dated April 6, 2001 from Cede & Co. to Justin P.
      Walder, Secretary of the Issuer (previously filed).

12.   Letter dated June 21, 2002 from Steel Partners II, L.P. to
      the Issuer (previously filed).



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 9 of 35 Pages
- ------------------------                                  ----------------------


13.   Letter from Steel Partners II, L.P. addressed to Louis V.
      Aronson and the members of the Board of Directors of the
      Issuer dated March 21, 2003 (previously filed).

14.   Complaint in the Superior Court of New Jersey Chancery
      Division: Essex County by Steel Partners II, L.P.
      derivatively on behalf of the Issuer versus Messrs. Louis
      V. Aronson II, Robert A Aronson, Erwin M. Ganz, I. Leo
      Motiuk, Gerard J. Quinnan, Justin P. Walder, Saul H.
      Weisman, and Carl W. Dinger III (previously filed).

15.   Press release issued by Steel Partners II, L.P. dated
      January 26, 2004 (previously filed).

16.   Joint Filing Agreement by and among Steel Partners II,
      L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein,
      dated as of January 26, 2004 (previously filed).

17.   Press release issued by Steel Partners II, L.P. dated April
      14, 2005 (previously filed).

18.   Stipulation of Settlement as of October 12, 2007, by and          10 to 29
      among Ronson Corporation, Steel Partners II, L.P., Warren
      G. Lichtenstein, Steel Partners, L.L.C., Louis V. Aronson
      II, Robert A. Aronson, Erwin M. Ganz, I. Leo Motiuk, Gerard
      J. Quinnan, Justin P. Walder, The Estate of Saul H.
      Weisman, Barbara L. Collins, Paul H. Einhorn and Daryl K.
      Holcomb.

19.   Letter agreement dated October 9, 2007.                           30 to 32

20.   Powers of Attorney.                                               33 to 35



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 10 of 35 Pages
- ------------------------                                  ----------------------


                            STIPULATION OF SETTLEMENT

      THIS STIPULATION OF SETTLEMENT (this "AGREEMENT") is made as of October
12, 2007, by and among RONSON CORPORATION, a New Jersey corporation (the
"CORPORATION"); STEEL PARTNERS II, LP, a Delaware limited partnership ("SP");
WARREN G. LICHTENSTEIN ("LICHTENSTEIN"); STEEL PARTNERS, LLC, a Delaware
limited liability company ("SP LLC"); LOUIS V. ARONSON II ("LVA"); ROBERT A.
ARONSON ("RA"); ERWIN M. GANZ ("GANZ"); I. LEO MOTIUK ("MOTIUK"); GERARD J.
QUINNAN ("QUINNAN"); JUSTIN P. WALDER ("WALDER"); THE ESTATE OF SAUL H.
WEISMAN (the "WEISMAN ESTATE"); BARBARA L. COLLINS ("COLLINS"); PAUL H.
EINHORN ("EINHORN"); and DARYL K. HOLCOMB ("HOLCOMB").

            In consideration of the covenants contained in this Agreement, the
parties agree as follows:

                        1. DEFINITIONS. For purposes of this Agreement, the
            following capitalized terms shall have the meanings set forth below:

            "AFFILIATE": any person or entity which, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with the subject referenced; the term "CONTROL" (including the
terms "CONTROLLING", "CONTROLLED BY" or "UNDER COMMON CONTROL WITH") shall, for
purposes of this Agreement, mean the possession, directly or indirectly, of the
power to direct or to cause the direction of the management and policies of a
party, whether through the ownership of Voting Stock, by contract or otherwise.

            "APPROVAL CONTINGENCY": As defined in SECTION 11.1.

            "APPROVAL DATE": The date the State Court order granting the
Approval Motion becomes final and non-appealable.

            "APPROVAL MOTION": As defined in SECTION 11.1.

            "BOARD": The Board of Directors of the Corporation.

            "CONFIDENTIALITY AGREEMENT": As defined in SECTION 3.1.2.

            "CORPORATION/INDIVIDUAL DEFENDANT RELEASES": As defined in
SECTION 10.2.

            "DINGER AGREEMENTS": The Option Agreement dated July 8, 2004,
between the Corporation and Dinger and the Consulting Agreement dated July 8,
2004, between the Corporation and Dinger, collectively.

            "EQUITY SECURITY": As defined under Rule 405 (or any successor rule)
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended.

            "EXCHANGE ACT": The Securities Exchange Act of 1934, as amended.

            "EXECUTIVE COMMITTEE": The Executive Committee of the Board.

            "FEDERAL COURT ACTION": STEEL PARTNERS II, LP V. LOUIS V. ARONSON
II, ET AL., United States District Court for the District of New Jersey,
Civil Action No. 2:05 -CV-01983 (DMC-MF).



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 11 of 35 Pages
- ------------------------                                  ----------------------


            "FEDERAL INDIVIDUAL DEFENDANTS": LVA, RA, Ganz, Quinnan, Walder,
the Weisman Estate, Collins, Einhorn, Holcomb, and Motiuk, collectively.

            "FEDERAL STIPULATION": As defined in Section 9.

            "FEE APPLICATION": As defined in Section 7.

            "INDIVIDUAL DEFENDANTS": The State Individual Defendants and/or
the Federal Individual Defendants, as applicable.

            "MATERIAL ACTION": Any of the following: (i) any proposed "business
combination" (as defined in the NJSPA) with any Person that is or as a result of
the transaction would be an "interested stockholder," as defined in the NJSPA
when approval by the Board would avoid the restrictions of Section 4 or 5 of the
NJSPA; or (ii) any proposed agreement to sell all or substantially all of the
assets of the Corporation (in one or more transactions); or (iii) any proposed
merger or consolidation of the Corporation with or into any other entity not
constituting a Subsidiary of the Corporation; or (iv) any proposed tender offer
for the Voting Stock of the Corporation, as a result of which the offering party
would be an "Acquiring Person" under the Shareholder Rights Agreement.

            "MATERIAL ACTION NOTICE": As defined in SECTION 3.1.2.

            "NJSPA": The New Jersey Shareholders' Protection Act, N.J.S.A.
14A:1 0A- 1, ET SEQ.

            "OLS&S": As defined in SECTION 10.2.

            "PERSON": Any natural person, corporation, partnership (general,
limited or otherwise), limited liability company, trust, association, joint
venture, governmental body or agency, or other entity having legal status of any
kind.

            "RELEASES": The SP Release and the Corporation/Individual
Defendant Releases, collectively.

           "SHAREHOLDER RIGHTS AGREEMENT": The Corporation's Preferred
       Shares Rights Agreement dated as of December 8, 1998, as amended.

            "SP RELEASE": As defined in SECTION 10.1.

            "STANDSTILL COMMENCEMENT DATE": The date of this Agreement.

            "STANDSTILL PERIOD": The period beginning on the Standstill
Commencement Date and ending on the date that is the earliest of: (i) September
1, 2011; (ii) 21 months after LVA ceases to be both President and Chief
Executive Officer of the Corporation for any reason; (iii) the date on which the
Executive Committee gives or is required under this Agreement to give the
Material Action Notice to SP as provided herein; or (iv) the date on which the
Corporation or any of its Affiliates issues or transfers, or authorizes the
issuance or transfer, of securities of the Corporation resulting in any Person
becoming the "beneficial owner" (as such term is defined in the NJSPA), directly
or indirectly, of 10% or more of the Voting Stock of the Corporation.

            "STATE COURT": The New Jersey Superior Court, Chancery Division,
Essex County.



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 12 of 35 Pages
- ------------------------                                  ----------------------


            "STATE COURT ACTION": STEEL PARTNERS II, LP, DERIVATIVELY ON
BEHALF OF RONSON CORPORATION V. LOUIS V. ARONSON II, ET AL., New Jersey
Superior Court, Chancery Division, Essex County, No. ESX-C-101-03 and all
related counterclaims and third party claims, collectively.

            "STATE INDIVIDUAL DEFENDANTS": LVA, RA, Ganz, Motiuk, Quinnan,
Walder, and the Weisman Estate, collectively.

            "STATE STIPULATION": As defined in SECTION 9.

            "STIPULATIONS": The Federal Stipulation and the State
Stipulation, collectively.

            "SETTLEMENT": As defined in SECTION 2.4.

            "SETTLEMENT DOCUMENTS": This Agreement, the SP Release, the
Corporation/Individual Defendant Releases, the Federal Stipulation, the State
Stipulation and all other documents or instruments executed or delivered in
connection with the transactions contemplated by this Agreement.

            "SUBSIDIARY": An Affiliate of the subject entity controlled by it.

            "VOTING STOCK": Equity Securities of any class or classes, however
designated, having voting power for the election of members of the board of
directors or other governing body of the subject entity.

            "WEISMAN": Saul H. Weisman.

                        2. BACKGROUND AND PURPOSE.

                              2.1. SP is a shareholder of the Corporation.
            Lichtenstein is the Chief Executive Officer and Managing Member of
            SP LLC, which is the general partner of SP. Weisman and the
            Individual Defendants (other than Dinger and the Weisman Estate) are
            current or former members of the Board of the Corporation.

                              2.2. On or about March 23, 2003, SP commenced the
            State Court Action as a derivative action against Weisman and
            certain of the Individual Defendants concerning various claims SP
            contended that the Corporation had against them. Various
            counterclaims and third-party claims were filed as part of the State
            Court Action.

                              2.3. On or about April 24, 2005, SP commenced the
            Federal Court Action against Weisman and certain of the Individual
            Defendants concerning various claims SP had against them.



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 13 of 35 Pages
- ------------------------                                  ----------------------


                              2.4. Subject to satisfaction of the Approval
            Contingency (as defined below), SP, the Individual Defendants and
            the Corporation have agreed to settle the State Court Action and the
            Federal Court Action in accordance with the terms of this Agreement
            (the "SETTLEMENT").

                        3. STANDSTILL.

                              3.1.  During the Standstill Period:

                                    3.1.1. Neither SP, nor any Affiliate
            thereof, will directly or indirectly, on its own behalf or on behalf
            of any other Person, and whether individually or as part of a
            "group" (within the meaning of Rule 13d-5(b)(1) under the Exchange
            Act, or any successor rule), or through the request or inducement or
            attempt to induce another Person, take any of the following actions,
            or attempt to advise, counsel or otherwise influence in any way any
            Person to take any of the following actions:

                                          3.1.1.1. Nominate any Person for
            election or appointment to the Board;

                                          3.1.1.2. Support any nominee or
            nominees for election or appointment to the Board in opposition to
            any person nominated by the Board, including, without limitation,
            through the "solicitation" (as defined under Rule 14a-1 under the
            Exchange Act, or any successor rule) of any proxies or consents with
            respect to Voting Stock of the Corporation or becoming a
            "participant" (as used under Rule 14a-11 under the Exchange Act, or
            any successor rule) in any election contest;

                                          3.1.1.3. Except as permitted by
            Section 3.1.2 hereof, make any proposal, directly or indirectly, to
            acquire any Equity Securities of the Corporation or propose any
            Material Action;

                                          3.1.1.4. Support any Material
            Action, unless said Material Action is approved by the Board;



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 14 of 35 Pages
- ------------------------                                  ----------------------


                                          3.1.1.5.    Without limiting the
            generality of SECTION 3.1.1.4 hereof, engage in a tender offer
            for any Equity Securities of the Corporation;

                                          3.1.1.6. Solicit any proxies or
            consents with respect to Voting Stock of the Corporation in
            connection with any matter submitted by the Board or any shareholder
            of the Corporation for approval by the holders of Voting Stock of
            the Corporation, in a manner contrary to any recommendation by the
            Board, or become a participant in any such solicitation;

                                          3.1.1.7. Except as expressly
            permitted under this Agreement, make any proposal (including any
            proposal pursuant to Rule 14a-8 under the Exchange Act, or any
            successor rule) or bring any business before the shareholders of the
            Corporation, whether at a meeting of the shareholders or by written
            consent;

                                          3.1.1.8. Commence any derivative
            action or litigation on behalf of the Corporation, except to
            enforce the terms of this Agreement; or

                                          3.1.1.9. Make any derogatory
            public statement concerning the Corporation or LVA.

Notwithstanding  anything to the contrary  contained in this Section 3.1, SP and
its Affiliates,  either individually or as part of a "group" (within the meaning
of Rule 13d -5(b)(1)  under the Exchange  Act, or any  successor  rule) shall be
permitted to take all action necessary to nominate directors for election to the
Board at the 2011 annual meeting of  stockholders of the Corporation and to make
any public disclosure  required by law or regulation in connection with any such
nomination.

                                    3.1.2. If the Executive Committee adopts a
            resolution to recommend to the Board or not oppose any Material
            Action, it will, subject to execution contemporaneously with this
            Agreement by SP of a confidentiality agreement in the form



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 15 of 35 Pages
- ------------------------                                  ----------------------


            of attached EXHIBIT A (the "CONFIDENTIALITY AGREEMENT"), give SP
            prompt written notice (a "MATERIAL ACTION NOTICE") of such Material
            Action, together with such information as would be reasonably
            necessary to enable SP to determine whether to present a competing
            offer to the Board, including all material information furnished to
            the Person whose offer is the subject of the Material Action Notice.
            The Executive Committee will not formally present such
            recommendation to the Board until at least 15 days after it gives
            the Material Action Notice (together with such information) to SP.
            During the Standstill Period, the Board shall not be permitted to
            approve a Material Action without such Material Action first being
            considered and recommended (or not opposed) by the Executive
            Committee.

                                    3.1.3. The Corporation and LVA will not,
            directly or indirectly, on such Person's own behalf or on behalf of
            any other Person, make any derogatory public statement concerning
            SP, SP LLC, or Lichtenstein.

                                    3.1.4. If SP disagrees with any
            Executive Committee decision, Board decision, or Corporation action,
            it will so advise the Corporation in writing and, without limiting
            any provision of SECTIONS 3.1.1 and 3.1.3, neither SP nor the
            Corporation will make any further public comment or take any further
            public action, including, without limitation, legal actions
            concerning the dispute until they have met privately and attempted
            in good faith to resolve the dispute. SP and the Corporation will
            meet as soon as reasonably practicable to discuss the dispute.

                              3.2. SP acknowledges that the covenants contained
            in SECTIONS 3.1.1, 3.1.2 and 3.1.4 are necessary to protect the
            Corporation and LVA, and further acknowledges and agrees that
            irreparable damage would occur in the event that any of the
            provisions of SECTIONS 3.1.1, 3.1.2 or 3.1.4 were not performed in
            accordance with their respective terms or were otherwise breached.
            It is accordingly agreed that the Corporation and LVA will be
            entitled to an injunction or injunctions to prevent breaches of the



- ------------------------                                  ----------------------
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            provisions of SECTIONS 3.1.1, 3.1.2 and 3.1.4 and to enforce
            specifically the terms and provisions of SECTIONS 3.1.1, 3.1.2 and
            3.1.4 in any court having jurisdiction, this being in addition to
            any other remedy to which the Corporation or LVA may be entitled
            under this Agreement, at law or in equity. All of the rights and
            remedies of the Corporation and LVA for a breach of any of the
            provisions of SECTIONS 3.1.1, 3.1.2 and 3.1.4 will be cumulative and
            none will be exclusive.

                              3.3. The Corporation and LVA acknowledge that the
            covenants contained in SECTIONS 3.1.2, 3.1.3 and 3.1.4 are necessary
            to protect SP, and further acknowledge and agree that irreparable
            damage would occur in the event that any of the provisions of
            SECTIONS 3.1.2, 3.1.3 or 3.1.4 were not performed in accordance with
            their respective terms or were otherwise breached. It is accordingly
            agreed that SP will be entitled to an injunction or injunctions to
            prevent breaches of the provisions of SECTIONS 3.1.2, 3.1.3 and
            3.1.4 and to enforce specifically the terms and provisions of
            SECTIONS 3.1.2, 3.1.3 and 3.1.4 in any court having jurisdiction,
            this being in addition to any other remedy to which SP may be
            entitled under this Agreement, at law or in equity. All of the
            rights and remedies of SP for a breach of any of the provisions of
            SECTIONS 3.1.2, 3.1.3 and 3.1.4 will be cumulative and none will be
            exclusive.

                        4. LVA COMPENSATION AND BENEFITS. If the Approval
            Contingency is satisfied then, as long as LVA is serving as both
            President and Chief Executive Officer of the Corporation, his
            compensation and benefits (including, without limitation, any
            contingent performance benefits under plans in existence as of the
            date of this Agreement) will not be increased from the respective
            amounts of such compensation or levels of benefits as applicable in
            effect for LVA as of the date of this Agreement. Without limiting
            the generality of the foregoing, if the Approval Contingency is
            satisfied, then the post-death compensation provided for LVA will
            remain in effect as it is on the date of this Agreement and the
            Corporation will maintain in effect the $1,000,000 key-person
            insurance policy on LVA's life.



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                        5. DINGER AGREEMENTS. The Corporation acknowledges and
            agrees that the Dinger Agreements expired by their terms in July
            2007. If the Approval Contingency is satisfied, the Corporation will
            not renew or extend the Dinger Agreements and the Corporation will
            not enter into any new agreements, arrangements or understandings
            with Dinger or any other Person similar to the Dinger Agreements
            involving the use of corporate funds, directly or indirectly, to
            obtain an irrevocable proxy to vote securities of the Corporation,
            including as part of a transaction involving other forms of
            consideration. The obligations of the Corporation under this Section
            5 shall expire 10 years after the expiration of the Standstill
            Period.

                        6. SHAREHOLDER RIGHTS AGREEMENT. If the Approval
            Contingency is satisfied, the Corporation shall not extend the Final
            Expiration Date (as defined in the Shareholder Rights Agreement)
            beyond September 1, 2011, exempt any Person (other than Persons
            currently exempted to the extent of their current exemption) from
            the restrictions of the Shareholder Rights Agreement or otherwise
            amend the Shareholder Rights Agreement except to comply with
            applicable law and shall not enter into any comparable shareholder
            rights agreement or similar anti-takeover device. For the avoidance
            of doubt the Corporation may extend the Shareholder Rights Agreement
            as amended to the date hereof, to September 1, 2011. Notwithstanding
            anything to the contrary contained in this Section 6, the
            Shareholder Rights Agreement may be amended to exempt any Person and
            its Affiliates from the restrictions of the Shareholder Rights
            Agreement in order to allow such Person to effect a merger,
            consolidation or other business combination with the Corporation
            that is approved by a majority of the Voting Stock of the
            Corporation or to consummate a tender offer for any or all
            securities of the Corporation. The obligations of the Corporation
            under this Section 6 shall expire five (5) years after the



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            expiration of the Standstill Period, provided however that nothing
            herein shall preclude the Corporation from extending, amending,
            reinstating, or adopting a Shareholder Rights Agreement at any time
            in response to an offer to purchase less than all of the shares of
            the Corporation.

                        7. COUNSEL FEE APPLICATION. In connection with the
            Approval Motion (or after the Approval Motion is granted), SP's
            counsel in the State Court Action may submit an application for fees
            and costs (the "FEE APPLICATION"). The Fee Application will not seek
            an aggregate amount greater than $875,000.00 and SP's counsel will
            accept any amount awarded to them by the State Court with respect to
            the Fee Application, up to a maximum amount of $875,000.00. Neither
            the Corporation nor any of the Individual Defendants who are parties
            to the State Court Action will object to the Fee Application. If the
            Fee Application is granted, the amount of the award (up to a maximum
            amount of $875,000.00) will be paid or funded by [ ] and [ ] in such
            respective proportions as they may agree by separate agreement.

                        8. 2011 ANNUAL MEETING. The Corporation agrees that it
            will not hold its 2011 annual meeting of stockholders (or any
            special meeting of stockholders in lieu of the 2011 annual meeting
            of stockholders for the purpose of electing directors) prior to
            November 1, 2011.

                        9. STIPULATIONS. Concurrently with the signing and
            delivery of this Agreement by all parties, counsel of record for the
            primary parties in the State Court Action will sign and deliver a
            Stipulation of Settlement in a form reasonably acceptable to such
            counsel (the "STATE STIPULATION") which dismisses the State Court
            Action with prejudice and without costs. Also, counsel of record for
            the parties in the Federal Court Action will sign and deliver a
            Stipulation of Settlement in a form reasonably acceptable to such
            counsel (the "FEDERAL STIPULATION") which dismissed the Federal
            Court Action with prejudice and without costs. The Stipulations will
            be held in escrow and released or destroyed as contemplated by



- ------------------------                                  ----------------------
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            SECTION 11.3. If the Approval Contingency is satisfied, then,
            promptly thereafter, each Stipulation will be filed with the
            appropriate court.

                        10. RELEASES. Concurrently with the signing and delivery
            of this Agreement:

                              10.1. SP, SP LLC and Lichtenstein will sign and
            deliver to its counsel a release in the form of attached EXHIBIT B
            (the "SP RELEASE") in which SP, SP LLC and Lichtenstein releases the
            Corporation and the Individual Defendants (collectively, the "SP
            RELEASEES") from all claims, known and unknown, other than claims
            relating to the obligations, if any, of the Corporation and the
            Individual Defendants under this Agreement and the other Settlement
            Documents, as more fully described in the SP Release.

                              10.2. The Corporation and each Individual
            Defendant will sign and deliver to Orloff, Lowenbach, Stifelman &
            Siegel, P.A., counsel for certain of the Individual Defendants
            ("OLS&S"), a release substantially in the form of attached EXHIBIT C
            (collectively, the "CORPORATION/INDIVIDUAL DEFENDANT RELEASES") in
            which the Corporation and each Individual Defendant release SP, SP
            LLC and Lichtenstein from all claims, known and unknown, other than
            claims relating to the obligations, if any, of SP under this
            Agreement and the other Settlement Documents, as more fully
            described in each of the Corporation/Individual Defendant Releases.

                              10.3. The Releases will be held in escrow and
            released or destroyed as contemplated by SECTION 11.3.

                        11. APPROVAL CONTINGENCY; ESCROW OF SETTLEMENT
            DOCUMENTS.

                              11.1. Promptly after the signing and delivery of
            this Agreement by all parties, counsel for the plaintiff in the
            State Court Action and the State Individual Defendants will prepare



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            and file with the State Court a motion (the "APPROVAL MOTION")
            seeking approval of the Settlement. Counsel for all parties to this
            Agreement will pursue approval of the Approval Motion, including,
            without limitation, arranging for appropriate notice, in such form
            and with such content as the State Court may designate, to be
            transmitted to the Corporation's shareholders. The Settlement will
            occur and the Stipulations and Releases will become effective if,
            and only if, the State Court grants the Approval Motion and the
            granting order becomes final and non-appealable (or if, following
            appeal, the State Court order is affirmed and is not further
            appealable) (the "APPROVAL Contingency").

                              11.2. If the State Court denies the Approval
            Motion, and the denial order becomes final and non-appealable, this
            Agreement and the other Settlement Documents will automatically
            become null and void and of no further force or effect and the
            Settlement will not occur.

                              11.3. The Settlement Documents (other than this
            Agreement) signed by SP, SP LLC and Lichtenstein or by counsel to SP
            will be held in escrow by counsel to SP. The Settlement Documents
            (other than this Agreement) signed by the Corporation or any of the
            Individual Defendants or by counsel to any such Persons will be held
            in escrow by OLS&S. If the Approval Contingency is satisfied, OLS&S
            and counsel for SP will arrange for the filing of each Stipulation
            with the appropriate court and will exchange Releases. If the State
            Court denies the Approval Motion, and the denial order becomes final
            and non-appealable, OLS&S and counsel for SP will destroy the
            Settlement Documents in their possession and, upon written request
            of the other, confirm such destruction in writing.

                              11.4. Attached as EXHIBIT D is the form of joint
            press release with respect to the Settlement. Attached as EXHIBIT E
            is the Notice of Proposed Settlement. Attached as EXHIBIT F is the
            Proposed Final Judgment Approving the Stipulation of Settlement.



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                        12. NO ADMISSION OF WRONGDOING OR LIABILITY. This
            Agreement is being signed and delivered for the purposes of settling
            the State Court Action and the Federal Court Action. Signing and
            delivery of this Agreement will not be deemed an admission of
            wrongdoing or liability, nor will this Agreement, or any of its
            terms, be used or offered in any subsequent proceeding except in a
            proceeding to enforce rights or obligations under this Agreement.

                        13. REPRESENTATIONS AND WARRANTIES OF SP, SP LLC AND
            LICHTENSTEIN. Each of SP, SP LLC and Lichtenstein represents and
            warrants to the Corporation and each Individual Defendant as
            follows:

                              13.1. SP is a limited partnership duly authorized,
            validly existing and in good standing under the laws of the State of
            Delaware. SP has the limited partnership power to sign, deliver and
            perform its obligations under this Agreement and all other
            Settlement Documents to which SP is a party.

                              13.2. The signing, delivery and performance by SP
            of this Agreement and all other Settlement Documents to which SP is
            a party have been duly authorized by all necessary limited
            partnership action.

                              13.3. SP LLC is a limited liability company duly
            authorized, validly existing and in good standing under the laws of
            the State of Delaware. SP LLC has the limited liability company
            power to sign, deliver and perform its obligations under this
            Agreement and all other Settlement Documents to which SP LLC is a
            party.

                              13.4. The signing, delivery and performance by SP
            LLC of this Agreement and all other Settlement Documents to which SP
            LLC is a party have been duly authorized by all necessary limited
            liability company action.



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                              13.5. Lichtenstein is the Chief Executive Officer
            and Managing Member of SP LLC.

                              13.6. Lichtenstein has full power and authority to
            sign and deliver and perform his obligations under this Agreement
            and the other Settlement Documents to which he is a party.

                              13.7. This Agreement has been duly signed and
            delivered by SP, SP LLC and Lichtenstein and constitutes the legal,
            valid and binding obligation of SP, SP LLC and Lichtenstein,
            enforceable against each of them in accordance with its terms.

                        14. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.
            The Corporation represents and warrants to SP and each Individual
            Defendant as follows:

                              14.1. The Corporation is a corporation duly
            authorized, validly existing and in good standing under the laws of
            the State of New Jersey. The Corporation has the corporate power to
            sign, deliver and perform its obligations under this Agreement and
            all other Settlement Documents to which the Corporation is a party.

                              14.2. The signing, delivery and performance by the
            Corporation of this Agreement and all other Settlement Documents to
            which the Corporation is a party have been duly authorized by all
            necessary corporate action.

                              14.3. This Agreement has been duly signed and
            delivered by the Corporation and constitutes the legal, valid and
            binding obligation of the Corporation, enforceable against the
            Corporation in accordance with its terms.

                        15. REPRESENTATIONS AND WARRANTIES OF THE INDIVIDUAL
            DEFENDANTS. Each Individual Defendant represents and warrants to SP,
            SP LLC, Lichtenstein, and the Corporation, only as to such
            Individual Defendant and not as to any other Individual Defendant,
            as follows:



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                              15.1. Such Individual Defendant has full power and
            authority to sign and deliver and perform such Individual
            Defendant's obligations under this Agreement and the other
            Settlement Documents to which such Individual Defendant is a party.

                              15.2. This Agreement has been duly signed and
            delivered by such Individual Defendant and constitutes the legal,
            valid and binding obligation of such Individual Defendant,
            enforceable against such Individual Defendant in accordance with its
            terms.

                        16. SURVIVAL. Except as expressly provided in this
            Agreement, subject to the satisfaction of the Approval Contingency,
            the representations, warranties and covenants made by SP, SP LLC,
            Lichtenstein, the Corporation and the Individual Defendants in this
            Agreement and in the documents delivered at or in connection with
            the Settlement will survive the satisfaction of the Approval
            Contingency.

                        17. MISCELLANEOUS.

                              17.1. NOTICES. Notices given pursuant to this
            Agreement must be in writing. They will be deemed to have been duly
            given: (i) upon delivery or refusal to accept delivery, if
            hand-delivered; (ii) when transmitted, if sent by fax with confirmed
            receipt, followed by a "hard" copy delivered by any other method
            specified in this SECTION 17.1; (iii) one (1) business day after
            being deposited for next-day delivery with FedEx or other national
            overnight courier service; or (iv) three (3) days after being
            deposited in the U.S. mail for delivery by certified mail, return
            receipt requested. In each case, notice will be addressed as
            follows:

            IF TO SP, SP LLC OR LICHTENSTEIN:

            c/o Steel Partners II, L.P.
            590 Madison Avenue, 32nd Floor
            New York, New York 10022
            Fax: (212) 520-2301



- ------------------------                                  ----------------------
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            WITH A CONCURRENT COPY TO:

            Olshan Grundman Frome
            Rosenzweig & Wolosky LLP
            65 East 55th Street
            New York, New York 10022
            Attention: Thomas J. Fleming, Esq.
            Fax: 212-451-2222

            IF TO THE CORPORATION:

            Ronson Corporation
            Corporate Park III, Campus Drive
            Somerset, New Jersey 08875-6707
            Attention:  Louis V. Aronson
            Attention:  Daryl Holcomb

            WITH A CONCURRENT COPY TO:

            McCarter & English LLP
            100 Mulberry Street
            Newark, New Jersey 07102
            Attention: Andrew T. Berry, Esq. and Howard Kailes, Esq.
            Fax: 973-624-7070

            IF TO THE INDIVIDUAL DEFENDANTS:

            The applicable address listed on attached EXHIBIT C

            WITH A CONCURRENT COPY TO:

            Orloff, Lowenbach, Stifelman & Siegel, P.A.
            101 Eisenhower Parkway
            Roseland, New Jersey 07068
            Attention: Laurence B. Orloff, Esq.
            Fax: 973-622-3073

or to such other place and with such other concurrent copies as such party may
subsequently designate by written notice.

                              17.2. MODIFICATIONS. None of the terms or
            provisions of this Agreement may be waived, altered, modified or
            amended, except in each instance by a specific written instrument
            duly executed by the Person against whom enforcement of the waiver,
            alteration, modification or amendment is sought.



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                              17.3. BINDING EFFECT. This Agreement will be
            binding upon and inure to the benefit of SP, SP LLC, Lichtenstein,
            the Corporation, the Individual Defendants, and their respective
            heirs, personal representatives, successors in interest and assigns.

                              17.4. CONSULTATION WITH COUNSEL. SP, SP LLC,
            LICHTENSTEIN, THE CORPORATION AND EACH INDIVIDUAL DEFENDANT
            EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT SUCH PERSON
            HAS CAREFULLY READ THIS AGREEMENT; THAT SUCH PERSON FULLY
            UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS
            AGREEMENT; THAT SUCH PERSON HAS HAD AMPLE TIME TO CONSIDER AND
            NEGOTIATE THIS AGREEMENT; THAT SUCH PERSON HAS BEEN ADVISED TO
            CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT SUCH PERSON
            HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE OTHER
            CLOSING DOCUMENTS WITH AN ATTORNEY; AND THAT SUCH PERSON HAS
            EXECUTED THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND WITH SUCH ADVICE
            OF COUNSEL AS SUCH PERSON DEEMED APPROPRIATE.

                              17.5. INTERPRETATION; CONSTRUCTION.

                                    17.5.1. The terms of this Agreement have
            been fully reviewed and negotiated by SP, the Corporation and each
            Individual Defendant and the wording of this Agreement reflects
            their discussions. No provision of this Agreement will be construed
            against a particular party or in favor of another party merely
            because of which party (or its representative) drafted or supplied
            the wording for such provision.

                                    17.5.2. Except as may be otherwise
            noted in context, all references to "Sections" will be deemed to
            refer to the sections or subsections, as appropriate, of this
            Agreement.



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                                    17.5.3. Where the context requires:
            (i) use of singular or plural incorporates the other and (ii)
            pronouns and modifiers in the masculine, feminine or neuter gender
            will be deemed to refer to or include the other genders.

                                    17.5.4. As used in this Agreement,
            the terms "INCLUDE[S]"and "INCLUDING" mean "including but not
            limited to", that is, in each case the example or enumeration which
            follows the use of either term is illustrative, but not exclusive or
            exhaustive.

                                    17.5.5. Section headings appearing in
            this Agreement are inserted solely as reference aids for the ease
            and convenience of the reader; they will not be deemed to modify,
            limit or define the scope or substance of the provisions they
            introduce, nor will they be used in construing the intent or effect
            of such provisions.

                              17.6. FURTHER ASSURANCES. SP, SP LLC and
            Lichtenstein, the Corporation and each Individual Defendant will,
            promptly and at such Person's sole cost and expense, sign,
            acknowledge and deliver such other documents and instruments, and
            take such further actions, as any of the other parties may from time
            to time reasonably request in order to evidence, confirm or perfect
            the transactions contemplated by this Agreement, or to otherwise
            carry out the purpose and provide the benefits intended to be
            provided by this Agreement. Without limiting the foregoing, (i) SP,
            SP LLC and Lichtenstein will, at the request of counsel for the
            Individual Defendants, provide a release substantially similar to
            the SP Release to Carl W. Dinger III, provided that Mr. Dinger
            provides to SP, SP LLC and Lichtenstein a release substantially
            similar to the Corporation/Individual Defendant Release; and (ii)
            the Corporation and the Individual Defendants will, at the request
            of counsel to SP, provide a release substantially similar to the
            Corporation/Individual Defendant Release to each of Jack Howard,
            Ronald Hayes and Howard Lorber, provided that such Person provides
            to the Corporation and the Individual Defendants a release
            substantially similar to the SP Release.



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                              17.7. SEVERABILITY. If any provision of this
            Agreement is held invalid, illegal or unenforceable in any respect
            by a court of competent jurisdiction, the provision will only be
            enforced to the extent, if any, reasonable under the facts and
            circumstances, and otherwise will be deemed deleted from this
            Agreement. The remaining provisions of this Agreement will not be
            affected, and will continue in full force and effect.

                              17.8. COUNTERPARTS. This Agreement and each of the
            other Settlement Documents may be signed in counterparts, each of
            which counterparts will be an original but all of which counterparts
            of the same instrument together will constitute one and the same
            instrument.
                              17.9. GOVERNING LAW. This Agreement will be
            governed by and interpreted according to the laws of the State of
            New Jersey, but without giving effect to any govern or apply.

                            [SIGNATURE PAGES FOLLOW]



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            IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date indicated at the beginning of this Agreement.

STEEL PARTNERS II, L.P.                        RONSON CORPORATION

By:    /s/ Warren G. Lichtenstein              By:    /s/ Louis V. Aronson, II
       --------------------------                     --------------------------
Name:                                          Name:
Title:                                         Title:


STEEL PARTNERS, LLC

By:    /s/ Warren G. Lichtenstein              /s/ Warren G. Lichtenstein
       --------------------------              ---------------------------------
Name:                                          WARREN G. LICHTENSTEIN
Title:


/s/ Louis V. Aronson, II                       /s/ Robert A. Aronson
- ---------------------------------              ---------------------------------
LOUIS V. ARONSON II                            ROBERT A. ARONSON


/s/ Erwin M. Ganz                              /s/ I. Leo Motiuk
- ---------------------------------              ---------------------------------
ERWIN M. GANZ                                  I. LEO MOTIUK


/s/ Gerard J. Quinnan                          /s/ Justin P. Walder
- ---------------------------------              ---------------------------------
GERARD J. QUINNAN                              JUSTIN P. WALDER

                       [SIGNATURES CONTINUED ON NEXT PAGE]



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                   [SIGNATURES CONTINUED FROM PRECEDING PAGE]


/s/ Paul H. Einhorn                            /s/ Daryl K. Holcomb
- ---------------------------------              ---------------------------------
PAUL H. EINHORN                                DARYL K. HOLCOMB


/s/ Barbara L. Collins
- ---------------------------------
BARBARA L. COLLINS


THE ESTATE OF SAUL H. WEISMAN

By:    /s/ Jeffrey Weisman
       --------------------------
Name:
Title:



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                                 [ORLOFF HEADER]


                                October 9. 2007


VIA E-MAIL ONLY
Thomas J. Fleming, Esq.
Olshan Grundman Frome
    Rosenzweig & Wolosky LLP
65 East 55th Street
New York, NY 10022

      Re:   Steel Partners II, L.P. v. Aronson, et al.
            Docket No. ESX-C-101-03
            Steel Partners II v. Aronson, et al.
            Docket No. 2:05-CV-01983
            ------------------------------------------

Dear Mr. Fleming:

      In connection with the settlement of the above matters, the State Court
matter being subject to Court approval, this will confirm the mutual
understanding of Steel Partners, Warren Lichtenstein, the individual Ronson
defendants, and Ronson Corporation regarding the meaning and intent of Section
3.1.1.2 of the Settlement Agreement, which has now been re-worded to read as
follows:

      3.1.1.2. Support any nominee or nominees for election
      or appointment to the Board in opposition to any
      person nominated by the Board, including, without
      limitation, through the "solicitation" (as defined
      under Rule 14a-1 under the Exchange Act, or any
      successor rule) of any proxies or consents with
      respect to Voting Stock of the Corporation or becoming
      a "participant" (as used under Rule 14a-11 under



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 31 of 35 Pages
- ------------------------                                  ----------------------


      the Exchange Act, or any successor rule) in any
      election contest;

      1. Subject to Paragraph 2 hereof, we are all authorized by our respective
clients to agree on their behalf, and they all hereby agree, that the obligation
of your clients under P. 3.1.1.2 of the Settlement Agreement not to "support",
does not preclude your clients from voting for or against any nominee or
nominees for election or appointment to the Ronson Board of Directors, whether
recommended by management or in opposition to nominees recommended by
management, nor does it preclude your clients from determining not to vote at
all.

      2. The aforesaid understanding is subject to the following conditions
regarding your clients' conduct in connection with any vote for directors of
Ronson Corporation:

      (a) Your clients will not vote by proxy but rather record their vote
directly at the meeting, obtaining if necessary the required authorization and
consent from any brokerage house in which their shares are deposited;

      (b) Your clients will not announce, publicly or otherwise, the manner in
which they intend to vote prior to the vote being cast or subsequent to the vote
being cast, provided, however, that if, subsequent to the meeting at which votes
are cast, your clients determine in good faith that they are legally obligated
to amend their Form 13D to disclose this vote, they may do so, without giving
the reasons for the vote; and

      (c) Your clients will diligently endeavor to maintain in complete
confidence what their vote will be and what it was, and will not in any way
reveal their voting intentions or views to anyone seeking to support nominees in
opposition to Ronson-supported nominees.

      3. Nothing herein contained shall be deemed to amend or alter any of the
obligations imposed upon your clients in the Settlement Agreement, including in



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CUSIP No. 776338 20 4                 13D                    Page 32 of 35 Pages
- ------------------------                                  ----------------------


particular those obligations set forth in Section 3.1 and the various subparts
thereof.

                                          Very truly yours,

                                          /s/ Laurence B. Orloff

                                          LAURENCE B. ORLOFF


LBO:dlz
cc: Andrew T. Berry, Esq. (via e-mail)

The foregoing is agreed to, with full
authority from the pertinent clients:

ORLOFF, LOWENBACH, STIFELMAN
    & SIEGEL, P.A.
Attorneys for Defendants Louis V. Aronson II,
  Robert A. Aronson, Erwin M. Ganz,
  Gerard J. Quinnan, Justin P. Walder, I. Leo Motiuk,
  Estate of Saul H. Weisman, Barbara L. Collins,
  Paul H. Einhorn and Daryl Holcomb

By: /s/ Laurence B. Orloff
    --------------------------------
    LAURENCE B. ORLOFF


OLSHAN GRUNDMAN FROME
ROSENZWEIG & WOLOSKY, LLP
Attorneys for Plaintiffs Steel Partners II, L.P.,
 Warren G. Lichtenstein and Steel Partners, LLC

By: /s/ Thomas J. Fleming
    --------------------------------
    THOMAS J. FLEMING

MC CARTER & ENGLISH, LLP
General Counsel for Ronson Corporation

By: /s/ Andrew T. Berry
    --------------------------------
    ANDREW T. BERRY



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 33 of 35 Pages
- ------------------------                                  ----------------------


                                POWER OF ATTORNEY

      Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.

      3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.

      This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of December, 2006.

STEEL PARTNERS II, L.P.                     STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                  By: /s/ Warren G. Lichtenstein
    General Partner                             --------------------------------
                                                Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                  Managing Member
    ------------------------------------
    Warren G. Lichtenstein                  /s/ Warren G. Lichtenstein
    Managing Member                         ------------------------------------
                                            Warren G. Lichtenstein



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 34 of 35 Pages
- ------------------------                                  ----------------------


                                POWER OF ATTORNEY

      Know all by these presents, that each of the undersigned hereby
constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.

      3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.

      This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of December, 2006.

STEEL PARTNERS II, L.P.                     STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                  By: /s/ Warren G. Lichtenstein
    General Partner                             --------------------------------
                                                Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                  Managing Member
    ------------------------------------
    Warren G. Lichtenstein                  /s/ Warren G. Lichtenstein
    Managing Member                         ------------------------------------
                                            Warren G. Lichtenstein



- ------------------------                                  ----------------------
CUSIP No. 776338 20 4                 13D                    Page 35 of 35 Pages
- ------------------------                                  ----------------------


                                POWER OF ATTORNEY

      Know all by these presents, that each of the undersigned hereby
constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.

      3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.

      This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of December, 2006.

STEEL PARTNERS II, L.P.                     STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                  By: /s/ Warren G. Lichtenstein
    General Partner                             --------------------------------
                                                Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                  Managing Member
    ------------------------------------
    Warren G. Lichtenstein                  /s/ Warren G. Lichtenstein
    Managing Member                         ------------------------------------
                                            Warren G. Lichtenstein
-----END PRIVACY-ENHANCED MESSAGE-----